UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~June~~September 30, 2023


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

For the transition period from _________ to _________

Commission File Number: 1-40144

APA CORPORATION

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices) (Zip Code)

(713) 296-6000

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.625 par value

APA

Nasdaq Global Select Market

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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


Number of shares of registrant’s common stock outstanding as of ~~July~~October 31, 2023			~~307,265,404~~306,719,421

TABLE OF CONTENTS


Item	Item		Page	Item		Page

		PART I - FINANCIAL INFORMATION			PART I - FINANCIAL INFORMATION
1.	1.	FINANCIAL STATEMENTS	1	1.	FINANCIAL STATEMENTS	1
		STATEMENT OF CONSOLIDATED OPERATIONS	1		STATEMENT OF CONSOLIDATED OPERATIONS	1
		STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)	2		STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME	2
		STATEMENT OF CONSOLIDATED CASH FLOWS	3		STATEMENT OF CONSOLIDATED CASH FLOWS	3
		CONSOLIDATED BALANCE SHEET	4		CONSOLIDATED BALANCE SHEET	4
		STATEMENT OF CONSOLIDATED CHANGES IN EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS	5		STATEMENT OF CONSOLIDATED CHANGES IN EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS	5
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7
2.	2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27	2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
3.	3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41	3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	42
4.	4.	CONTROLS AND PROCEDURES	42	4.	CONTROLS AND PROCEDURES	44

		PART II - OTHER INFORMATION			PART II - OTHER INFORMATION
1.	1.	LEGAL PROCEEDINGS	44	1.	LEGAL PROCEEDINGS	45
1A.	1A.	RISK FACTORS	44	1A.	RISK FACTORS	45
2.	2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	44	2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	45
5.				5.	O THER INFORMATION	45
6.	6.	EXHIBITS	46	6.	EXHIBITS	46

FORWARD-LOOKING STATEMENTS AND RISKS

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations and capital returns framework, 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, 2022, and other data in the Company’s possession or available from third parties. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “continue,” “seek,” “guidance,” “goal,” “might,” “outlook,” “possibly,” “potential,” “prospect,” “should,” “would,” or similar terminology, but the absence of these words does not mean that a statement is not forward looking. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable under the circumstances, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, its assumptions about:

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

•the market prices of oil, natural gas, natural gas liquids (NGLs), and other products or services, including the prices received for natural gas purchased from third parties to sell and deliver to a U.S. LNG export facility;

•the Company’s commodity hedging arrangements;

•the supply and demand for oil, natural gas, NGLs, and other products or services;

•production and reserve levels;

•drilling risks;

•economic and competitive conditions, including market and macro-economic disruptions resulting from the Russian war in Ukraine, the armed conflict in Israel and ~~from~~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+);

•the availability of capital resources;

•capital expenditures and other contractual obligations;

•currency exchange rates;

•weather conditions;

•inflation rates;

•the impact of changes in tax legislation;

•the availability of goods and services;

•the impact of political pressure and the influence of environmental groups and other stakeholders on decisions and policies related to the industries in which the Company and its affiliates operate;

•legislative, regulatory, or policy changes, including initiatives addressing the impact of global climate change or further regulating hydraulic fracturing, methane emissions, flaring, or water disposal;

•the Company’s performance on environmental, social, and governance measures;

•terrorism or cyberattacks;

•the occurrence of property acquisitions or divestitures;

•the integration of acquisitions;

•the Company’s ability to access the capital markets;

•market-related risks, such as general credit, liquidity, and interest-rate risks;

•the benefits derived from the operating structure implemented pursuant to the Holding Company Reorganization (as defined in the Notes to the Company’s Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022);

•other factors disclosed under Items 1 and 2—Business and Properties—Estimated Proved Reserves and Future Net Cash Flows, Item 1A—Risk Factors, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A—Quantitative and Qualitative Disclosures About Market Risk and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022;

•other risks and uncertainties disclosed in the Company’s ~~second-quarter~~third-quarter 2023 earnings release;

•other factors disclosed under Part II, Item 1A—Risk Factors of this Quarterly Report on Form 10-Q; and

•other factors disclosed in the other filings that the Company makes with the Securities and Exchange Commission.

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

DEFINITIONS

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

“3-D” means three-dimensional.

“4-D” means four-dimensional.

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

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

“bcf” means billion cubic feet of natural gas.

“bcf/d” means one bcf per day.

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

“boe/d” means boe per day.

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

“Liquids” means oil and NGLs.

“LNG” means liquefied natural gas.

“Mb/d” means Mbbls per day.

“Mbbls” means thousand barrels of oil or NGLs.

“Mboe” means thousand boe.

“Mboe/d” means Mboe per day.

“Mcf” means thousand cubic feet of natural gas.

“Mcf/d” means Mcf per day.

“MMbbls” means million barrels of oil or NGLs.

“MMboe” means million boe.

“MMBtu” means million Btu.

“MMBtu/d” means MMBtu per day.

“MMcf” means million cubic feet of natural gas.

“MMcf/d” means MMcf per day.

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

“NYMEX” means New York Mercantile Exchange.

“oil” includes crude oil and condensate.

“PUD” means proved undeveloped.

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

“Tcf” means trillion cubic feet of natural gas.

“U.K.” means United Kingdom.

“U.S.” means United States.

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

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

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APA CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED OPERATIONS

(Unaudited)


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions, except share data)									(In millions, except share data)
REVENUES AND OTHER:	REVENUES AND OTHER:									REVENUES AND OTHER:
Oil, natural gas, and natural gas liquids production revenues(1)	Oil, natural gas, and natural gas liquids production revenues(1)	$	1,652	$	2,525	$	3,421	$	4,845	Oil, natural gas, and natural gas liquids production revenues(1)	$	2,079	$	2,302	$	5,500	$	7,147
Purchased oil and gas sales(1)	Purchased oil and gas sales(1)	144		522		383		871		Purchased oil and gas sales(1)	229		585		612		1,456
Total revenues	Total revenues	1,796		3,047		3,804		5,716		Total revenues	2,308		2,887		6,112		8,603
Derivative instrument gains (losses), net	Derivative instrument gains (losses), net	51		(32)		104		(94)		Derivative instrument gains (losses), net	—		(44)		104		(138)
Gain (loss) on divestitures, net		5		(27)		6		1,149
Gain on divestitures, net										Gain on divestitures, net	1		31		7		1,180

Other, net	Other, net	109		64		77		109		Other, net	—		(2)		77		107
		1,961		3,052		3,991		6,880			2,309		2,872		6,300		9,752
OPERATING EXPENSES:	OPERATING EXPENSES:									OPERATING EXPENSES:
Lease operating expenses	Lease operating expenses	361		359		682		703		Lease operating expenses	394		364		1,076		1,067
Gathering, processing, and transmission(1)	Gathering, processing, and transmission(1)	78		94		156		175		Gathering, processing, and transmission(1)	89		99		245		274
Purchased oil and gas costs(1)	Purchased oil and gas costs(1)	131		528		347		879		Purchased oil and gas costs(1)	211		573		558		1,452
Taxes other than income	Taxes other than income	50		78		102		148		Taxes other than income	61		82		163		230
Exploration	Exploration	43		56		95		98		Exploration	49		95		144		193
General and administrative	General and administrative	72		89		137		245		General and administrative	139		69		276		314
Transaction, reorganization, and separation	Transaction, reorganization, and separation	2		3		6		17		Transaction, reorganization, and separation	5		4		11		21
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization	367		278		699		569		Depreciation, depletion, and amortization	418		310		1,117		879
Asset retirement obligation accretion	Asset retirement obligation accretion	29		29		57		58		Asset retirement obligation accretion	29		29		86		87
Impairments	Impairments	46		—		46		—		Impairments	—		—		46		—
Financing costs, net	Financing costs, net	82		76		154		228		Financing costs, net	81		75		235		303
		1,261		1,590		2,481		3,120			1,476		1,700		3,957		4,820
NET INCOME BEFORE INCOME TAXES	NET INCOME BEFORE INCOME TAXES	700		1,462		1,510		3,760		NET INCOME BEFORE INCOME TAXES	833		1,172		2,343		4,932
Current income tax provision	Current income tax provision	254		415		600		807		Current income tax provision	422		357		1,022		1,164
Deferred income tax provision (benefit)	Deferred income tax provision (benefit)	(16)		(20)		122		(60)		Deferred income tax provision (benefit)	(144)		285		(22)		225
NET INCOME INCLUDING NONCONTROLLING INTERESTS	NET INCOME INCLUDING NONCONTROLLING INTERESTS	462		1,067		788		3,013		NET INCOME INCLUDING NONCONTROLLING INTERESTS	555		530		1,343		3,543
Net income attributable to noncontrolling interest – Egypt	Net income attributable to noncontrolling interest – Egypt	81		141		165		260		Net income attributable to noncontrolling interest – Egypt	96		108		261		368
Net income attributable to noncontrolling interest – Altus	Net income attributable to noncontrolling interest – Altus	—		—		—		14		Net income attributable to noncontrolling interest – Altus	—		—		—		14
Net loss attributable to Altus Preferred Unit limited partners	Net loss attributable to Altus Preferred Unit limited partners	—		—		—		(70)		Net loss attributable to Altus Preferred Unit limited partners	—		—		—		(70)
NET INCOME ATTRIBUTABLE TO COMMON STOCK	NET INCOME ATTRIBUTABLE TO COMMON STOCK	$	381	$	926	$	623	$	2,809	NET INCOME ATTRIBUTABLE TO COMMON STOCK	$	459	$	422	$	1,082	$	3,231

NET INCOME PER COMMON SHARE:	NET INCOME PER COMMON SHARE:									NET INCOME PER COMMON SHARE:
Basic	Basic	$	1.24	$	2.72	$	2.01	$	8.18	Basic	$	1.49	$	1.28	$	3.50	$	9.54
Diluted	Diluted	$	1.23	$	2.71	$	2.01	$	8.15	Diluted	$	1.49	$	1.28	$	3.50	$	9.51
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:	WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:									WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic	Basic	308		341		310		344		Basic	308		329		309		339
Diluted	Diluted	309		342		310		344		Diluted	308		330		309		340

(1) For transactions associated with Kinetik, refer to Note 6—Equity Method Interests for further detail.

The accompanying notes to consolidated financial statements are an integral part of this statement.

APA CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME ~~(LOSS)~~

(Unaudited)


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
NET INCOME INCLUDING NONCONTROLLING INTERESTS	NET INCOME INCLUDING NONCONTROLLING INTERESTS	$	462	$	1,067	$	788	$	3,013	NET INCOME INCLUDING NONCONTROLLING INTERESTS	$	555	$	530	$	1,343	$	3,543
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:	OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:									OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

Pension and postretirement benefit plan	Pension and postretirement benefit plan	—		—		3		(1)		Pension and postretirement benefit plan	—		—		3		(1)
COMPREHENSIVE INCOME INCLUDING NONCONTROLLING INTERESTS	COMPREHENSIVE INCOME INCLUDING NONCONTROLLING INTERESTS	462		1,067		791		3,012		COMPREHENSIVE INCOME INCLUDING NONCONTROLLING INTERESTS	555		530		1,346		3,542
Comprehensive income attributable to noncontrolling interest – Egypt	Comprehensive income attributable to noncontrolling interest – Egypt	81		141		165		260		Comprehensive income attributable to noncontrolling interest – Egypt	96		108		261		368
Comprehensive income attributable to noncontrolling interest – Altus	Comprehensive income attributable to noncontrolling interest – Altus	—		—		—		14		Comprehensive income attributable to noncontrolling interest – Altus	—		—		—		14
Comprehensive loss attributable to Altus Preferred Unit limited partners	Comprehensive loss attributable to Altus Preferred Unit limited partners	—		—		—		(70)		Comprehensive loss attributable to Altus Preferred Unit limited partners	—		—		—		(70)
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCK	COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCK	$	381	$	926	$	626	$	2,808	COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCK	$	459	$	422	$	1,085	$	3,230

The accompanying notes to consolidated financial statements are an integral part of this statement.

APA CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED CASH FLOWS

(Unaudited)


		For the Six Months Ended June 30,					For the Nine Months Ended September 30,
		2023		2022			2023		2022

		(In millions)					(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income including noncontrolling interests	Net income including noncontrolling interests	$	788	$	3,013	Net income including noncontrolling interests	$	1,343	$	3,543
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Unrealized derivative instrument (gains) losses, net	Unrealized derivative instrument (gains) losses, net	(80)		83		Unrealized derivative instrument (gains) losses, net	(61)		119
Gain on divestitures, net	Gain on divestitures, net	(6)		(1,149)		Gain on divestitures, net	(7)		(1,180)
Exploratory dry hole expense and unproved leasehold impairments	Exploratory dry hole expense and unproved leasehold impairments	64		47		Exploratory dry hole expense and unproved leasehold impairments	91		129
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization	699		569		Depreciation, depletion, and amortization	1,117		879
Asset retirement obligation accretion	Asset retirement obligation accretion	57		58		Asset retirement obligation accretion	86		87
Impairments	Impairments	46		—		Impairments	46		—
Provision for (benefit from) deferred income taxes	Provision for (benefit from) deferred income taxes	122		(60)		Provision for (benefit from) deferred income taxes	(22)		225
(Gain) loss on extinguishment of debt	(Gain) loss on extinguishment of debt	(9)		67		(Gain) loss on extinguishment of debt	(9)		67

Other, net	Other, net	(67)		(88)		Other, net	(45)		(91)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Receivables	Receivables	100		(519)		Receivables	(289)		(554)
Inventories	Inventories	(45)		(18)		Inventories	19		(81)
Drilling advances and other current assets	Drilling advances and other current assets	2		28		Drilling advances and other current assets	40		7
Deferred charges and other long-term assets	Deferred charges and other long-term assets	160		(11)		Deferred charges and other long-term assets	227		(3)
Accounts payable	Accounts payable	(112)		206		Accounts payable	(2)		175
Accrued expenses	Accrued expenses	(163)		202		Accrued expenses	1		249
Deferred credits and noncurrent liabilities	Deferred credits and noncurrent liabilities	(221)		(2)		Deferred credits and noncurrent liabilities	(436)		(41)
NET CASH PROVIDED BY OPERATING ACTIVITIES	NET CASH PROVIDED BY OPERATING ACTIVITIES	1,335		2,426		NET CASH PROVIDED BY OPERATING ACTIVITIES	2,099		3,530
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to upstream oil and gas property	Additions to upstream oil and gas property	(1,119)		(741)		Additions to upstream oil and gas property	(1,747)		(1,168)

Acquisition of Delaware Basin properties						Acquisition of Delaware Basin properties	(24)		(563)
Leasehold and property acquisitions	Leasehold and property acquisitions	(10)		(26)		Leasehold and property acquisitions	(11)		(30)
Proceeds from sale of oil and gas properties	Proceeds from sale of oil and gas properties	28		751		Proceeds from sale of oil and gas properties	29		778
Proceeds from sale of Kinetik shares	Proceeds from sale of Kinetik shares	—		224		Proceeds from sale of Kinetik shares	—		224
Deconsolidation of Altus cash and cash equivalents	Deconsolidation of Altus cash and cash equivalents	—		(143)		Deconsolidation of Altus cash and cash equivalents	—		(143)
Other, net	Other, net	(14)		(49)		Other, net	(29)		8
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(1,115)		16
NET CASH USED IN INVESTING ACTIVITIES						NET CASH USED IN INVESTING ACTIVITIES	(1,782)		(894)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments on) revolving credit facilities, net	Proceeds from (payments on) revolving credit facilities, net	196		(267)		Proceeds from (payments on) revolving credit facilities, net	202		(22)

Payments on Apache fixed-rate debt	Payments on Apache fixed-rate debt	(65)		(1,370)		Payments on Apache fixed-rate debt	(65)		(1,370)
Distributions to noncontrolling interest – Egypt	Distributions to noncontrolling interest – Egypt	(100)		(159)		Distributions to noncontrolling interest – Egypt	(154)		(237)
Treasury stock activity, net	Treasury stock activity, net	(188)		(552)		Treasury stock activity, net	(208)		(884)
Dividends paid to APA common stockholders	Dividends paid to APA common stockholders	(155)		(86)		Dividends paid to APA common stockholders	(232)		(127)
Other, net	Other, net	(11)		(28)		Other, net	(10)		(30)
NET CASH USED IN FINANCING ACTIVITIES	NET CASH USED IN FINANCING ACTIVITIES	(323)		(2,462)		NET CASH USED IN FINANCING ACTIVITIES	(467)		(2,670)

NET DECREASE IN CASH AND CASH EQUIVALENTS	NET DECREASE IN CASH AND CASH EQUIVALENTS	(103)		(20)		NET DECREASE IN CASH AND CASH EQUIVALENTS	(150)		(34)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	245		302		CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	245		302
CASH AND CASH EQUIVALENTS AT END OF PERIOD	CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	142	$	282	CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	95	$	268

SUPPLEMENTARY CASH FLOW DATA:	SUPPLEMENTARY CASH FLOW DATA:					SUPPLEMENTARY CASH FLOW DATA:
Interest paid, net of capitalized interest	Interest paid, net of capitalized interest	$	168	$	172	Interest paid, net of capitalized interest	$	278	$	274
Income taxes paid, net of refunds	Income taxes paid, net of refunds	476		637		Income taxes paid, net of refunds	867		1,029

The accompanying notes to consolidated financial statements are an integral part of this statement.

APA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022

		(In millions, except share data)					(In millions, except share data)
ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	142	$	245	Cash and cash equivalents	$	95	$	245
Receivables, net of allowance of $103 and $117	Receivables, net of allowance of $103 and $117	1,364		1,466		Receivables, net of allowance of $103 and $117	1,753		1,466
Other current assets (Note 5)	Other current assets (Note 5)	1,093		997		Other current assets (Note 5)	952		997
		2,599		2,708			2,800		2,708
PROPERTY AND EQUIPMENT:	PROPERTY AND EQUIPMENT:					PROPERTY AND EQUIPMENT:
Oil and gas properties	Oil and gas properties	43,384		42,356		Oil and gas properties	43,908		42,356
Gathering, processing, and transmission facilities	Gathering, processing, and transmission facilities	447		449		Gathering, processing, and transmission facilities	447		449
Other	Other	598		613		Other	613		613
Less: Accumulated depreciation, depletion, and amortization	Less: Accumulated depreciation, depletion, and amortization	(35,061)		(34,406)		Less: Accumulated depreciation, depletion, and amortization	(35,468)		(34,406)
		9,368		9,012			9,500		9,012
OTHER ASSETS:	OTHER ASSETS:					OTHER ASSETS:
Equity method interests (Note 6)	Equity method interests (Note 6)	695		624		Equity method interests (Note 6)	681		624
Decommissioning security for sold Gulf of Mexico properties (Note 11)	Decommissioning security for sold Gulf of Mexico properties (Note 11)	57		217		Decommissioning security for sold Gulf of Mexico properties (Note 11)	38		217
Deferred charges and other	Deferred charges and other	525		586		Deferred charges and other	526		586
		$	13,244	$	13,147		$	13,545	$	13,147

LIABILITIES, NONCONTROLLING INTERESTS, AND EQUITY (DEFICIT)
LIABILITIES, NONCONTROLLING INTERESTS, AND EQUITY						LIABILITIES, NONCONTROLLING INTERESTS, AND EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Accounts payable	Accounts payable	$	656	$	771	Accounts payable	$	741	$	771
Current debt	Current debt	2		2		Current debt	2		2
Other current liabilities (Note 7)	Other current liabilities (Note 7)	1,972		2,143		Other current liabilities (Note 7)	1,892		2,143
		2,630		2,916			2,635		2,916
LONG-TERM DEBT (Note 9)	LONG-TERM DEBT (Note 9)	5,574		5,451		LONG-TERM DEBT (Note 9)	5,582		5,451
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:	DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:					DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Income taxes	Income taxes	449		314		Income taxes	305		314
Asset retirement obligation (Note 8)	Asset retirement obligation (Note 8)	1,984		1,940		Asset retirement obligation (Note 8)	2,006		1,940
Decommissioning contingency for sold Gulf of Mexico properties (Note 11)	Decommissioning contingency for sold Gulf of Mexico properties (Note 11)	472		738		Decommissioning contingency for sold Gulf of Mexico properties (Note 11)	470		738
Other	Other	439		443		Other	440		443
		3,344		3,435			3,221		3,435

EQUITY (DEFICIT):
Common stock, $0.625 par, 860,000,000 shares authorized, 420,584,819 and 419,869,987 shares issued, respectively		263		262
EQUITY:						EQUITY:
Common stock, $0.625 par, 860,000,000 shares authorized, 420,593,611 and 419,869,987 shares issued, respectively						Common stock, $0.625 par, 860,000,000 shares authorized, 420,593,611 and 419,869,987 shares issued, respectively	263		262
Paid-in capital	Paid-in capital	11,267		11,420		Paid-in capital	11,197		11,420
Accumulated deficit	Accumulated deficit	(5,191)		(5,814)		Accumulated deficit	(4,732)		(5,814)
Treasury stock, at cost, 113,319,877 and 108,310,838 shares, respectively		(5,647)		(5,459)
Treasury stock, at cost, 113,797,342 and 108,310,838 shares, respectively						Treasury stock, at cost, 113,797,342 and 108,310,838 shares, respectively	(5,667)		(5,459)
Accumulated other comprehensive income	Accumulated other comprehensive income	17		14		Accumulated other comprehensive income	17		14
APA SHAREHOLDERS’ EQUITY	APA SHAREHOLDERS’ EQUITY	709		423		APA SHAREHOLDERS’ EQUITY	1,078		423
Noncontrolling interest – Egypt	Noncontrolling interest – Egypt	987		922		Noncontrolling interest – Egypt	1,029		922

TOTAL EQUITY	TOTAL EQUITY	1,696		1,345		TOTAL EQUITY	2,107		1,345
		$	13,244	$	13,147		$	13,545	$	13,147

The accompanying notes to consolidated financial statements are an integral part of this statement.

APA CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED CHANGES IN EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS

(Unaudited)


		Redeemable Noncontrolling Interest - Altus Preferred Unit Limited Partners(1)		Common Stock		Paid-In Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income		APA SHAREHOLDERS’ EQUITY (DEFICIT)		Noncontrolling Interests(1)		TOTAL EQUITY (DEFICIT)			Redeemable Noncontrolling Interest - Altus Preferred Unit Limited Partners(1)		Common Stock		Paid-In Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income		APA SHAREHOLDERS’ EQUITY		Noncontrolling Interests(1)		TOTAL EQUITY

		(In millions)																			(In millions)
For the Quarter Ended June 30, 2022
Balance at March 31, 2022		$	—	$	262	$	11,600	$	(7,605)	$	(4,296)	$	21	$	(18)	$	870	$	852
For the Quarter Ended September 30, 2022																				For the Quarter Ended September 30, 2022
Balance at June 30, 2022																				Balance at June 30, 2022	$	—	$	262	$	11,567	$	(6,679)	$	(4,587)	$	21	$	584	$	921	$	1,505
Net income attributable to common stock	Net income attributable to common stock	—		—		—		926		—		—		926		—		926		Net income attributable to common stock	—		—		—		422		—		—		422		—		422
Net income attributable to noncontrolling interest – Egypt	Net income attributable to noncontrolling interest – Egypt	—		—		—		—		—		—		—		141		141		Net income attributable to noncontrolling interest – Egypt	—		—		—		—		—		—		—		108		108

Distributions to noncontrolling interest – Egypt	Distributions to noncontrolling interest – Egypt	—		—		—		—		—		—		—		(90)		(90)		Distributions to noncontrolling interest – Egypt	—		—		—		—		—		—		—		(78)		(78)
Common dividends declared ($0.125 per share)		—		—		(42)		—		—		—		(42)		—		(42)
Common dividends declared ($0.25 per share)																				Common dividends declared ($0.25 per share)	—		—		(80)		—		—		—		(80)		—		(80)

Treasury stock activity, net	Treasury stock activity, net	—		—		—		—		(291)		—		(291)		—		(291)		Treasury stock activity, net	—		—		—		—		(333)		—		(333)		—		(333)
Other	Other	—		—		9		—		—		—		9		—		9		Other	—		—		7		—		—		—		7		—		7
Balance at June 30, 2022		$	—	$	262	$	11,567	$	(6,679)	$	(4,587)	$	21	$	584	$	921	$	1,505
Balance at September 30, 2022																				Balance at September 30, 2022	$	—	$	262	$	11,494	$	(6,257)	$	(4,920)	$	21	$	600	$	951	$	1,551

For the Quarter Ended June 30, 2023
Balance at March 31, 2023		$	—	$	263	$	11,337	$	(5,572)	$	(5,601)	$	17	$	444	$	989	$	1,433
For the Quarter Ended September 30, 2023																				For the Quarter Ended September 30, 2023
Balance at June 30, 2023																				Balance at June 30, 2023	$	—	$	263	$	11,267	$	(5,191)	$	(5,647)	$	17	$	709	$	987	$	1,696
Net income attributable to common stock	Net income attributable to common stock	—		—		—		381		—		—		381		—		381		Net income attributable to common stock	—		—		—		459		—		—		459		—		459
Net income attributable to noncontrolling interest – Egypt	Net income attributable to noncontrolling interest – Egypt	—		—		—		—		—		—		—		81		81		Net income attributable to noncontrolling interest – Egypt	—		—		—		—		—		—		—		96		96

Distributions to noncontrolling interest – Egypt	Distributions to noncontrolling interest – Egypt	—		—		—		—		—		—		—		(83)		(83)		Distributions to noncontrolling interest – Egypt	—		—		—		—		—		—		—		(54)		(54)
Common dividends declared ($0.25 per share)	Common dividends declared ($0.25 per share)	—		—		(77)		—		—		—		(77)		—		(77)		Common dividends declared ($0.25 per share)	—		—		(77)		—		—		—		(77)		—		(77)
Treasury stock activity, net	Treasury stock activity, net	—		—		—		—		(46)		—		(46)		—		(46)		Treasury stock activity, net	—		—		—		—		(20)		—		(20)		—		(20)

Other	Other	—		—		7		—		—		—		7		—		7		Other	—		—		7		—		—		—		7		—		7
Balance at June 30, 2023		$	—	$	263	$	11,267	$	(5,191)	$	(5,647)	$	17	$	709	$	987	$	1,696
Balance at September 30, 2023																				Balance at September 30, 2023	$	—	$	263	$	11,197	$	(4,732)	$	(5,667)	$	17	$	1,078	$	1,029	$	2,107

(1) As a result of the BCP Business Combination (as defined herein), the Company deconsolidated Altus (as defined herein) on February 22, 2022. Refer to Note 1—Summary of Significant Accounting Policies and Note 2—Acquisitions and Divestitures for further detail.

The accompanying notes to consolidated financial statements are an integral part of this statement.

APA CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED CHANGES IN EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS - Continued

(Unaudited)


		Redeemable Noncontrolling Interest - Altus Preferred Unit Limited Partners(1)		Common Stock		Paid-In Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income		APA SHAREHOLDERS’ EQUITY (DEFICIT)		Noncontrolling Interests(1)		TOTAL EQUITY (DEFICIT)			Redeemable Noncontrolling Interest - Altus Preferred Unit Limited Partners(1)		Common Stock		Paid-In Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income		APA SHAREHOLDERS’ EQUITY (DEFICIT)		Noncontrolling Interests(1)		TOTAL EQUITY (DEFICIT)

		(In millions)																			(In millions)
For the Six Months Ended June 30, 2022
For the Nine Months Ended September 30, 2022																				For the Nine Months Ended September 30, 2022
Balance at December 31, 2021	Balance at December 31, 2021	$	712	$	262	$	11,645	$	(9,488)	$	(4,036)	$	22	$	(1,595)	$	878	$	(717)	Balance at December 31, 2021	$	712	$	262	$	11,645	$	(9,488)	$	(4,036)	$	22	$	(1,595)	$	878	$	(717)
Net income attributable to common stock	Net income attributable to common stock	—						2,809		—		—		2,809		—		2,809		Net income attributable to common stock	—						3,231		—		—		3,231		—		3,231
Net income attributable to noncontrolling interest – Egypt	Net income attributable to noncontrolling interest – Egypt	—		—		—		—		—		—		—		260		260		Net income attributable to noncontrolling interest – Egypt	—		—		—		—		—		—		—		368		368
Net income attributable to noncontrolling interest – Altus	Net income attributable to noncontrolling interest – Altus	—		—		—		—		—		—		—		14		14		Net income attributable to noncontrolling interest – Altus	—		—		—		—		—		—		—		14		14
Net loss attributable to Altus Preferred Unit limited partners	Net loss attributable to Altus Preferred Unit limited partners	(70)		—		—		—		—		—		—		—		—		Net loss attributable to Altus Preferred Unit limited partners	(70)		—		—		—		—		—		—		—		—

Distributions to noncontrolling interest – Egypt	Distributions to noncontrolling interest – Egypt	—		—		—		—		—		—		—		(159)		(159)		Distributions to noncontrolling interest – Egypt	—		—		—		—		—		—		—		(237)		(237)
Common dividends declared ($0.25 per share)		—		—		(85)		—		—		—		(85)		—		(85)
Common dividends declared ($0.50 per share)																				Common dividends declared ($0.50 per share)	—		—		(165)		—		—		—		(165)		—		(165)
Deconsolidation of Altus	Deconsolidation of Altus	(642)		—		—		—		—		—		—		(72)		(72)		Deconsolidation of Altus	(642)		—		—		—		—		—		—		(72)		(72)
Treasury stock activity, net	Treasury stock activity, net	—		—		—		—		(551)		—		(551)		—		(551)		Treasury stock activity, net	—		—		—		—		(884)		—		(884)		—		(884)
Other	Other	—		—		7		—		—		(1)		6		—		6		Other	—		—		14		—		—		(1)		13		—		13
Balance at June 30, 2022		$	—	$	262	$	11,567	$	(6,679)	$	(4,587)	$	21	$	584	$	921	$	1,505
Balance at September 30, 2022																				Balance at September 30, 2022	$	—	$	262	$	11,494	$	(6,257)	$	(4,920)	$	21	$	600	$	951	$	1,551

For the Six Months Ended June 30, 2023
For the Nine Months Ended September 30, 2023																				For the Nine Months Ended September 30, 2023
Balance at December 31, 2022	Balance at December 31, 2022	$	—	$	262	$	11,420	$	(5,814)	$	(5,459)	$	14	$	423	$	922	$	1,345	Balance at December 31, 2022	$	—	$	262	$	11,420	$	(5,814)	$	(5,459)	$	14	$	423	$	922	$	1,345
Net income attributable to common stock	Net income attributable to common stock	—		—		—		623		—		—		623		—		623		Net income attributable to common stock	—		—		—		1,082		—		—		1,082		—		1,082
Net income attributable to noncontrolling interest – Egypt	Net income attributable to noncontrolling interest – Egypt	—		—		—		—		—		—		—		165		165		Net income attributable to noncontrolling interest – Egypt	—		—		—		—		—		—		—		261		261

Distributions to noncontrolling interest – Egypt	Distributions to noncontrolling interest – Egypt	—		—		—		—		—		—		—		(100)		(100)		Distributions to noncontrolling interest – Egypt	—		—		—		—		—		—		—		(154)		(154)
Common dividends declared ($0.50 per share)		—		—		(155)		—		—		—		(155)		—		(155)
Common dividends declared ($0.75 per share)																				Common dividends declared ($0.75 per share)	—		—		(232)		—		—		—		(232)		—		(232)

Treasury stock activity, net	Treasury stock activity, net	—		—		—		—		(188)		—		(188)		—		(188)		Treasury stock activity, net	—		—		—		—		(208)		—		(208)		—		(208)
Other	Other	—		1		2		—		—		3		6		—		6		Other	—		1		9		—		—		3		13		—		13
Balance at June 30, 2023		$	—	$	263	$	11,267	$	(5,191)	$	(5,647)	$	17	$	709	$	987	$	1,696
Balance at September 30, 2023																				Balance at September 30, 2023	$	—	$	263	$	11,197	$	(4,732)	$	(5,667)	$	17	$	1,078	$	1,029	$	2,107

The accompanying notes to consolidated financial statements are an integral part of this statement.

APA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

These consolidated financial statements have been prepared by APA Corporation (APA or the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). They reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods, on a basis consistent with the annual audited financial statements, with the exception of any recently adopted accounting pronouncements. All such adjustments are of a normal recurring nature. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. This Quarterly Report on Form 10-Q should be read along with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which contains a summary of the Company’s significant accounting policies and other disclosures.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of ~~June~~September 30, 2023, the Company's significant accounting policies are consistent with those discussed in Note 1—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The Company’s financial statements for prior periods may include reclassifications that were made to conform to the current-year presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of APA and its subsidiaries after elimination of intercompany balances and transactions.

The Company’s undivided interests in oil and gas exploration and production ventures and partnerships are proportionately consolidated. The Company consolidates all other investments in which, either through direct or indirect ownership, it has more than a 50 percent voting interest or controls the financial and operating decisions. The Company has determined that a limited partnership and APA subsidiary, which has control over APA’s Egyptian operations, qualifies as a variable interest entity (VIE) under GAAP. Apache consolidates the activities of APA’s Egyptian operations because it has concluded that a wholly owned subsidiary has a controlling financial interest in APA’s Egyptian operations and was determined to be the primary beneficiary of the VIE.

Noncontrolling interests represent third-party ownership in the net assets of a consolidated subsidiary of APA and are reflected separately in the Company’s financial statements.

Sinopec International Petroleum Exploration and Production Corporation (Sinopec) owns a one-third minority participation in the Company’s consolidated Egypt oil and gas business as a noncontrolling interest, which is reflected as a separate noncontrolling interest component of equity in the Company’s consolidated balance sheet. Additionally, prior to the BCP Business Combination defined below, third-party investors owned a minority interest of approximately 21 percent of Altus Midstream Company (ALTM or Altus), which was reflected as a separate noncontrolling interest component of equity in the Company’s consolidated balance sheet. ALTM qualified as a ~~variable interest entity~~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.

On February 22, 2022, ALTM closed a previously announced transaction to combine with privately owned BCP Raptor Holdco LP (BCP and, together with BCP Raptor Holdco GP, LLC, the Contributed Entities) in an all-stock transaction, pursuant to the Contribution Agreement entered into by and among ALTM, Altus Midstream LP, New BCP Raptor Holdco, LLC (the Contributor), and BCP (the BCP Contribution Agreement). Pursuant to the BCP Contribution Agreement, the Contributor contributed all of the equity interests of the Contributed Entities (the Contributed Interests) to Altus Midstream LP, with each Contributed Entity becoming a wholly owned subsidiary of Altus Midstream LP (the BCP Business Combination). Upon closing the transaction, the combined entity was renamed Kinetik Holdings Inc. (Kinetik), and the Company determined that it was no longer the primary beneficiary of Kinetik. The Company further determined that Kinetik no longer qualified as a ~~variable interest entity~~VIE under GAAP. As a result, the Company deconsolidated ALTM on February 22, 2022. Refer to Note 2—Acquisitions and Divestitures for further detail.

The stockholders agreement entered into by and among the Company, ALTM, BCP, and other related and affiliated entities provides that the Company, through one of its wholly owned subsidiaries, retains the ability to designate a director to the board of directors of Kinetik for so long as the Company and its affiliates beneficially own 10 percent or more of Kinetik’s outstanding common stock. Based on this board representation, combined with the Company’s stock ownership, management determined it has significant influence over Kinetik, which is considered a related party of the Company. Investments in which the Company has significant influence, but not control, are accounted for under the equity method of accounting. These investments are recorded separately as “Equity method interests” in the Company’s consolidated balance sheet. The Company elected the fair value option to account for its equity method interest in Kinetik. Refer to Note 6—Equity Method Interests for further detail.

Use of Estimates

Preparation of financial statements in conformity with GAAP and disclosure of contingent assets and liabilities requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on a regular basis. Actual results may differ from these estimates and assumptions used in preparation of the Company’s financial statements, and changes in these estimates are recorded when known.

Significant estimates with regard to these financial statements include the estimates of fair value for long-lived assets (refer to “Fair Value Measurements” and “Property and Equipment” sections in this Note 1 below), the fair value determination of acquired assets and liabilities (refer to Note 2—Acquisitions and Divestitures), the fair value of equity method interests (refer to “Equity Method Interests” within this Note 1 below and Note 6—Equity Method Interests), the assessment of asset retirement obligations (refer to Note 8—Asset Retirement Obligation), the estimate of income taxes (refer to Note 10—Income Taxes), the estimation of the contingent liability representing Apache’s potential decommissioning obligations on sold properties in the Gulf of Mexico (refer to Note 11—Commitments and Contingencies), and the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom.

Fair Value Measurements

Certain assets and liabilities are reported at fair value on a recurring basis in the Company’s consolidated balance sheet. Accounting Standards Codification (ASC) 820-10-35, “Fair Value Measurement” (ASC 820), provides a hierarchy that prioritizes and defines the types of inputs used to measure fair value. The fair value hierarchy gives the highest priority to Level 1 inputs, which consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable; hence, these valuations have the lowest priority.

The valuation techniques that may be used to measure fair value include a market approach, an income approach, and a cost approach. A market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. An income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectations, including present value techniques, option-pricing models, and the excess earnings method. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

Refer to Note 4—Derivative Instruments and Hedging Activities, Note 6—Equity Method Interests, and Note 9—Debt and Financing Costs for further detail regarding the Company’s fair value measurements recorded on a recurring basis.

During the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, the Company recorded no asset impairments in connection with fair value assessments.

Revenue Recognition

There have been no significant changes to the Company’s contracts with customers during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022.

~~Payments under all contracts with customers are typically due and received within a short-term period of one year or less after physical delivery of the product or service has been rendered.~~ Receivables from contracts with customers, including receivables for purchased oil and gas sales, in each case, net of allowance for credit losses, were ~~$1.2~~$1.6 billion and $1.3 billion as of ~~June~~September 30, 2023 and December 31, 2022, respectively. Payments under contracts with customers are typically due within a short-term period of 60 days after physical delivery of the product or service has been rendered. Over the past year, the Company experienced a gradual decline in the timeliness of receipts from the Egyptian General Petroleum Corporation (EGPC) for the Company’s Egyptian oil and gas sales. Although the Company continues to receive periodic payments from EGPC, deteriorating economic conditions in Egypt have lessened the availability of U.S. dollars in Egypt, resulting in a longer-than-usual delay in receipts from EGPC. Continuation of the currency shortage in Egypt could lead to further delays, deferrals of payment, or non-payment in the future; however, the Company currently anticipates that it will ultimately be able to collect its receivable from EGPC.

Oil and gas production revenues ~~from non-customers represent~~include income taxes that will be paid to the Arab Republic of Egypt by ~~Egyptian General Petroleum Corporation~~EGPC on behalf of the Company. Revenue and associated expenses related to such tax volumes are recorded as “Oil, natural gas, and natural gas liquids production revenues” and “Current income tax provision,” respectively, in the Company’s statement of consolidated operations.

Refer to Note 13—Business Segment Information for a disaggregation of oil, gas, and natural gas production revenue by product and reporting segment.

In accordance with the provisions of ASC 606, “Revenue from Contracts with Customers,” variable market prices for each short-term commodity sale are allocated entirely to each performance obligation as the terms of payment relate specifically to the Company’s efforts to satisfy its obligations. As such, the Company has elected the practical expedients available under the standard to not disclose the aggregate transaction price allocated to unsatisfied, or partially unsatisfied, performance obligations as of the end of the reporting period.

Inventories

Inventories consist principally of tubular goods and equipment and are stated at the lower of weighted-average cost or net realizable value. Oil produced but not sold, primarily in the North Sea, is also recorded to inventory and is stated at the lower of the cost to produce or net realizable value.

During the ~~three and six months ended June 30,~~second quarter of 2023, the Company recorded $46 million of impairments in connection with valuations of drilling and operations equipment inventory upon the Company’s decision to suspend drilling operations in the North Sea.

Property and Equipment

The carrying value of the Company’s property and equipment represents the cost incurred to acquire the property and equipment, including capitalized interest, net of any impairments. For business combinations and acquisitions, property and equipment cost is based on the fair values at the acquisition date.

Oil and Gas Property

The Company follows the successful efforts method of accounting for its oil and gas property. Under this method of accounting, exploration costs, such as exploratory geological and geophysical costs, delay rentals, and exploration overhead, are expensed as incurred. All costs related to production, general corporate overhead, and similar activities are expensed as incurred. If an exploratory well provides evidence to justify potential development of reserves, drilling costs associated with the well are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. This determination may take longer than one year in certain areas depending on, among other things, the amount of hydrocarbons discovered, the outcome of planned geological and engineering studies, the need for additional appraisal drilling activities to determine whether the discovery is sufficient to support an economic development plan, and government sanctioning of development activities in certain international locations. At the end of each quarter, management reviews the status of all suspended exploratory well costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts or, in the case of discoveries requiring government sanctioning, whether development negotiations are underway and proceeding as planned. If management determines that future appraisal drilling or development activities are unlikely to occur, associated suspended exploratory well costs are expensed.

Acquisition costs of unproved properties are assessed for impairment at least annually and are transferred to proved oil and gas properties to the extent the costs are associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment based on the Company’s current exploration plans. Unproved oil and gas properties with individually insignificant lease acquisition costs are amortized on a group basis over the average lease term at rates that provide for full amortization of unsuccessful leases upon lease expiration or abandonment. Costs of expired or abandoned leases are charged to exploration expense, while costs of productive leases are transferred to proved oil and gas properties. Costs of maintaining and retaining unproved properties, as well as amortization of individually insignificant leases and impairment of unsuccessful leases, are included in exploration costs in the statement of consolidated operations.

Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of crude oil and natural gas, are capitalized. Depreciation of the cost of proved oil and gas properties is calculated using the unit-of-production (UOP) method. The UOP calculation multiplies the percentage of estimated proved reserves produced each quarter by the carrying value of associated proved oil and gas properties. The reserve base used to calculate depreciation for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. The reserve base used to calculate the depreciation for capitalized well costs is the sum of proved developed reserves only. Estimated future dismantlement, restoration and abandonment costs, net of salvage values, are included in the depreciable cost.

Oil and gas properties are grouped for depreciation in accordance with ASC 932, “Extractive Activities—Oil and Gas.” The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field.

When circumstances indicate that the carrying value of proved oil and gas properties may not be recoverable, the Company compares unamortized capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on the Company’s estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally estimated using the income approach described in ASC 820. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments, a Level 3 fair value measurement.

Unproved leasehold impairments are typically recorded as a component of “Exploration” expense in the Company’s statement of consolidated operations. Gains and losses on divestitures of the Company’s oil and gas properties are recognized in the statement of consolidated operations upon closing of the transaction. Refer to Note 2—Acquisitions and Divestitures for more detail.

Gathering, Processing, and Transmission (GPT) Facilities

GPT facilities are depreciated on a straight-line basis over the estimated useful lives of the assets. The estimation of useful life takes into consideration anticipated production lives from the fields serviced by the GPT assets, whether APA-operated or third party-operated, as well as potential development plans by the Company for undeveloped acreage within, or close to, those fields.

The Company assesses the carrying amount of its GPT facilities whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of these facilities is more than the sum of the undiscounted cash flows, an impairment loss is recognized for the excess of the carrying value over its fair value.

2. ACQUISITIONS AND DIVESTITURES

2023 Activity

During the ~~second~~third quarter and first ~~six~~nine months of 2023, the Company completed leasehold and property acquisitions, primarily in the Permian Basin, for total cash consideration of approximately $4$1 million and ~~$10~~$11 million, respectively.

During the ~~second~~third quarter and first ~~six~~nine months of 2023, the Company completed the sale of non-core assets and leasehold in multiple transactions for total cash proceeds of $7$1 million and ~~$28~~$29 million, respectively, recognizing a gain of approximately $5$1 million and $6$7 million, respectively, upon closing of these transactions.

2022 Activity

During the ~~second~~third quarter of 2022, the Company closed on the acquisition of oil and gas assets in the Delaware Basin for a total purchase price of $615 million after post-closing adjustments. Final cash settlements of $24 million were completed during the first nine months of 2023. The Company recorded $581 million for proved properties, $38 million for unproved leasehold, and $4 million for abandonment obligations.

During the third quarter and first ~~six~~nine months of 2022, the Company completed other leasehold and property acquisitions, primarily in the Permian Basin, for total cash consideration of ~~$26 million.~~approximately $3 million and $30 million, respectively.

During the ~~second~~third quarter and first ~~six~~nine months of 2022, the Company completed the sale of non-core assets and leasehold in multiple transactions for total cash proceeds of $7$37 million and ~~$15~~$52 million, respectively, recognizing a gain of approximately $1$34 million and $2$36 million, respectively, upon closing of these transactions.

During the first ~~six~~nine months of 2022, the Company completed a transaction to sell certain non-core mineral rights in the Delaware Basin. The Company received total cash proceeds of approximately $726 million after certain post-closing adjustments and recognized an associated gain of approximately $560 million.

The BCP Business Combination was completed on February 22, 2022. As consideration for the contribution of the Contributed Interests, ALTM issued 50 million shares of Class C Common Stock (and Altus Midstream LP issued a corresponding number of common units) to BCP’s unitholders, which are principally funds affiliated with Blackstone and I Squared Capital. ALTM’s stockholders continued to hold their existing shares of common stock. As a result of the transaction, the Contributor, or its designees, collectively owned approximately 75 percent of the issued and outstanding shares of ALTM common stock. Apache Midstream LLC, a wholly owned subsidiary of APA, which owned approximately 79 percent of the issued and outstanding shares of ALTM common stock prior to the BCP Business Combination, owned approximately 20 percent of the issued and outstanding shares of Kinetik common stock after the transaction closed.

As a result of the BCP Business Combination, the Company deconsolidated ALTM on February 22, 2022 and recognized a gain of approximately $609 million that reflects the difference between the Company’s share of ALTM’s deconsolidated balance sheet of $193 million and the fair value of $802 million of its approximate 20 percent retained ownership in the combined entity.

During the first quarter of 2022, the Company sold four million of its shares of Kinetik Class A Common Stock for cash proceeds of $224 million and recognized a loss of $25 million, including transaction fees. Refer to Note 6—Equity Method Interests for further detail.

3. CAPITALIZED EXPLORATORY WELL COSTS

The Company’s capitalized exploratory well costs were ~~$547~~$541 million and $474 million as of ~~June~~September 30, 2023 and December 31, 2022, respectively. The increase is attributable to additional drilling activity offshore Suriname and in Egypt. Approximately $5 million of suspended well costs previously capitalized for greater than one year at December 31, 2022 were charged to dry hole expense during the third quarter of 2023.

Projects with suspended exploratory well costs capitalized for a period greater than one year since the completion of drilling are those identified by management as exhibiting sufficient quantities of hydrocarbons to justify potential development. Management is actively pursuing efforts to assess whether proved reserves can be attributed to these projects.

4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Objectives and Strategies

The Company is exposed to fluctuations in crude oil and natural gas prices on the majority of its worldwide production, as well as fluctuations in exchange rates in connection with transactions denominated in foreign currencies. The Company manages the variability in its cash flows by occasionally entering into derivative transactions on a portion of its crude oil and natural gas production and foreign currency transactions. The Company utilizes various types of derivative financial instruments, including forward contracts, futures contracts, swaps, and options, to manage fluctuations in cash flows resulting from changes in commodity prices or foreign currency values.

Counterparty Risk

The use of derivative instruments exposes the Company to credit loss in the event of nonperformance by the counterparty. To reduce the concentration of exposure to any individual counterparty, the Company utilizes a diversified group of investment-grade rated counterparties, primarily financial institutions, for its derivative transactions. As of ~~June~~September 30, 2023, the Company had derivative positions with seven counterparties. The Company monitors counterparty creditworthiness on an ongoing basis; however, it cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, the Company may be limited in its ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, the Company may not realize the benefit of some of its derivative instruments resulting from lower commodity prices or changes in currency exchange rates.

Derivative Instruments

Commodity Derivative Instruments

As of ~~June~~September 30, 2023, the Company had the following open natural gas financial basis swap contracts:

Basis Swap Purchased Basis Swap Sold
Production Period Settlement Index MMBtu
(in 000’s) Weighted Average Price Differential MMBtu
(in 000’s) Weighted Average Price Differential
July—September 2023 NYMEX Henry Hub/IF Waha 1,840 $(1.62) — —
July—September 2023 NYMEX Henry Hub/IF HSC — — 1,840 $(0.19)
July—December 2023 NYMEX Henry Hub/IF Waha 36,800 $(1.15) — —
July—December 2023 NYMEX Henry Hub/IF HSC — — 36,800 $(0.08)
January—June 2024 NYMEX Henry Hub/IF Waha 16,380 $(1.15) — —
January—June 2024 NYMEX Henry Hub/IF HSC — — 16,380 $(0.10)


		Basis Swap Purchased		Basis Swap Sold
Production Period	Settlement Index	MMBtu (in 000’s)	Weighted Average Price Differential	MMBtu (in 000’s)	Weighted Average Price Differential
October—December 2023	NYMEX Henry Hub/IF Waha	18,400	$(1.15)	—	—
October—December 2023	NYMEX Henry Hub/IF HSC	—	—	18,400	$(0.08)
January—June 2024	NYMEX Henry Hub/IF Waha	16,380	$(1.15)	—	—
January—June 2024	NYMEX Henry Hub/IF HSC	—	—	16,380	$(0.10)

Fair Value Measurements

The following table presents the Company’s derivative assets and liabilities measured at fair value on a recurring basis:


		Fair Value Measurements Using													Fair Value Measurements Using
		Quoted Price in Active Markets (Level 1)		Significant Other Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value		Netting(1)		Carrying Amount			Quoted Price in Active Markets (Level 1)		Significant Other Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value		Netting(1)		Carrying Amount

		(In millions)													(In millions)
June 30, 2023
September 30, 2023														September 30, 2023
Assets:	Assets:													Assets:
Commodity derivative instruments	Commodity derivative instruments	$	—	$	36	$	—	$	36	$	—	$	36	Commodity derivative instruments	$	—	$	16	$	—	$	16	$	—	$	16

December 31, 2022	December 31, 2022													December 31, 2022
Assets:	Assets:													Assets:
Commodity derivative instruments	Commodity derivative instruments	$	—	$	5	$	—	$	5	$	—	$	5	Commodity derivative instruments	$	—	$	5	$	—	$	5	$	—	$	5
Liabilities:	Liabilities:													Liabilities:
Commodity derivative instruments	Commodity derivative instruments	—		50		—		50		—		50		Commodity derivative instruments	—		50		—		50		—		50

(1) The derivative fair values are based on analysis of each contract on a gross basis, excluding the impact of netting agreements with counterparties and reclassifications between long-term and short-term balances.

The fair values of the Company’s derivative instruments are not actively quoted in the open market. The Company primarily uses a market approach to estimate the fair values of these derivatives on a recurring basis, utilizing futures pricing for the underlying positions provided by a reputable third party, a Level 2 fair value measurement.

Derivative Activity Recorded in the Consolidated Balance Sheet

All derivative instruments are reflected as either assets or liabilities at fair value in the consolidated balance sheet. These fair values are recorded by netting asset and liability positions where counterparty master netting arrangements contain provisions for net settlement. The carrying value of the Company’s derivative assets and liabilities and their locations on the consolidated balance sheet are as follows:

June 30,
2023
December 31,
2022
(In millions)
Current Assets: Other current assets $ 36 $ —
Other Assets: Deferred charges and other — 5
Total derivative assets $ 36 $ 5
Current Liabilities: Other current liabilities $ — $ 50
Total derivative liabilities $ — $ 50


	September 30, 2023		December 31, 2022

	(In millions)
Current Assets: Other current assets	$	16	$	—
Other Assets: Deferred charges and other	—		5
Total derivative assets	$	16	$	5

Current Liabilities: Other current liabilities	$	—	$	50

Total derivative liabilities	$	—	$	50

Derivative Activity Recorded in the Statement of Consolidated Operations

The following table summarizes the effect of derivative instruments on the Company’s statement of consolidated operations:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
Realized:	Realized:									Realized:
Commodity derivative instruments	Commodity derivative instruments	$	4	$	(4)	$	24	$	(9)	Commodity derivative instruments	$	19	$	(2)	$	43	$	(11)
Foreign currency derivative instruments	Foreign currency derivative instruments	—		(2)		—		(2)		Foreign currency derivative instruments	—		(6)		—		(8)
Realized gains (losses), net	Realized gains (losses), net	4		(6)		24		(11)		Realized gains (losses), net	19		(8)		43		(19)
Unrealized:	Unrealized:									Unrealized:
Commodity derivative instruments	Commodity derivative instruments	47		(20)		80		(44)		Commodity derivative instruments	(19)		(35)		61		(79)

Foreign currency derivative instruments	Foreign currency derivative instruments	—		(6)		—		(8)		Foreign currency derivative instruments	—		(1)		—		(9)
Preferred Units embedded derivative	Preferred Units embedded derivative	—		—		—		(31)		Preferred Units embedded derivative	—		—		—		(31)
Unrealized gains (losses), net	Unrealized gains (losses), net	47		(26)		80		(83)		Unrealized gains (losses), net	(19)		(36)		61		(119)
Derivative instrument gains (losses), net	Derivative instrument gains (losses), net	$	51	$	(32)	$	104	$	(94)	Derivative instrument gains (losses), net	$	—	$	(44)	$	104	$	(138)

Derivative instrument gains and losses are recorded in “Derivative instrument gains (losses), net” under “Revenues and Other” in the Company’s statement of consolidated operations. Unrealized gains (losses) for derivative activity recorded in the statement of consolidated operations are reflected in the statement of consolidated cash flows separately as “Unrealized derivative instrument (gains) losses, net” under “Adjustments to reconcile net income to net cash provided by operating activities.”

5. OTHER CURRENT ASSETS

The following table provides detail of the Company’s other current assets:


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022

		(In millions)					(In millions)
Inventories	Inventories	$	488	$	427	Inventories	$	443	$	427
Drilling advances	Drilling advances	90		89		Drilling advances	87		89

Prepaid assets and other	Prepaid assets and other	65		31		Prepaid assets and other	49		31
Current decommissioning security for sold Gulf of Mexico assets	Current decommissioning security for sold Gulf of Mexico assets	450		450		Current decommissioning security for sold Gulf of Mexico assets	373		450
Total Other current assets	Total Other current assets	$	1,093	$	997	Total Other current assets	$	952	$	997

6. EQUITY METHOD INTERESTS

The Kinetik Class A Common Stock held by the Company is treated as an interest in equity securities measured at fair value. The Company elected the fair value option for measuring its equity method interest in Kinetik based on practical expedience, variances in reporting timelines, and cost-benefit considerations. The fair value of the Company’s interest in Kinetik is determined using observable share prices on a major exchange, a Level 1 fair value measurement. Fair value adjustments are recorded as a component of “Other, net” under “Revenues and other” in the Company’s statement of consolidated operations.

The Company’s initial interest in Kinetik was measured at fair value based on the Company’s ownership of approximately 12.9 million shares of Kinetik Class A Common stock as of February 22, 2022. In March 2022, the Company sold four million of its shares of Kinetik Class A Common Stock for a loss, including underwriters fees, of $25 million, which was recorded as a component of “Gain on divestitures, net” under “Revenues and other” in the Company’s statement of consolidated operations. Refer to Note 2—Acquisitions and Divestitures for further detail. During the second quarter of 2022, Kinetik issued a two-for-one split of its common stock, resulting in the Company owning approximately 17.7 million shares.

The Company has received approximately ~~2.1~~2.5 million shares of Kinetik’s Class A Common Stock as paid-in-kind dividends through ~~June~~September 30, 2023. As of ~~June~~September 30, 2023, the Company’s ownership of ~~19.8~~20.2 million shares represented approximately 1314 percent of Kinetik’s outstanding Class A Common Stock.

The Company recorded changes in the fair value of its equity method interest in Kinetik totaling ~~gains~~losses of ~~$90~~$14 million and ~~$42~~$17 million in the ~~second~~third quarters of 2023 and 2022, respectively, and gains of ~~$71~~$57 million and ~~$66~~$49 million in the first ~~six~~nine months of 2023 and 2022, respectively. These gains and losses were recorded as a component of “Revenues and other” in the Company’s statement of consolidated operations.

The following table represents sales and costs associated with Kinetik:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
Natural gas and NGLs sales	Natural gas and NGLs sales	$	29	$	—	$	43	$	—	Natural gas and NGLs sales	$	35	$	—	$	78	$	—
Purchased oil and gas sales	Purchased oil and gas sales	7		—		7		—		Purchased oil and gas sales	11		—		18		—
		$	36	$	—	$	50	$	—		$	46	$	—	$	96	$	—

Gathering, processing, and transmission costs	Gathering, processing, and transmission costs	$	29	$	26	$	55	$	36	Gathering, processing, and transmission costs	$	26	$	28	$	81	$	64
Purchased oil and gas costs	Purchased oil and gas costs	26		—		28		—		Purchased oil and gas costs	37		—		65		—
		$	55	$	26	$	83	$	36		$	63	$	28	$	146	$	64

As of ~~June~~September 30, 2023, the Company has recorded accrued costs payable to Kinetik of approximately ~~$39~~$43 million and receivables from Kinetik of approximately ~~$22~~$29 million.

7. OTHER CURRENT LIABILITIES

The following table provides detail of the Company’s other current liabilities:


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022

		(In millions)					(In millions)
Accrued operating expenses	Accrued operating expenses	$	174	$	145	Accrued operating expenses	$	161	$	145
Accrued exploration and development	Accrued exploration and development	384		333		Accrued exploration and development	328		333
Accrued compensation and benefits	Accrued compensation and benefits	247		514		Accrued compensation and benefits	379		514
Accrued interest	Accrued interest	95		97		Accrued interest	66		97
Accrued income taxes	Accrued income taxes	193		90		Accrued income taxes	228		90
Current asset retirement obligation	Current asset retirement obligation	55		55		Current asset retirement obligation	55		55
Current operating lease liability	Current operating lease liability	102		167		Current operating lease liability	108		167

Current decommissioning contingency for sold Gulf of Mexico properties	Current decommissioning contingency for sold Gulf of Mexico properties	450		450		Current decommissioning contingency for sold Gulf of Mexico properties	225		450
Other	Other	272		292		Other	342		292
Total Other current liabilities	Total Other current liabilities	$	1,972	$	2,143	Total Other current liabilities	$	1,892	$	2,143

8. ASSET RETIREMENT OBLIGATION

The following table describes changes to the Company’s asset retirement obligation (ARO) liability:


	~~June~~September 30, 2023
	(In millions)
Asset retirement obligation, December 31, 2022	$	1,995
Liabilities incurred	814

Liabilities settled	~~(21)~~(34)



Accretion expense	5786

Asset retirement obligation, ~~June~~September 30, 2023	~~2,039~~2,061
Less current portion	(55)
Asset retirement obligation, long-term	$	~~1,984~~2,006

9. DEBT AND FINANCING COSTS

The following table presents the carrying values of the Company’s debt:


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022

		(In millions)					(In millions)
Apache notes and debentures before unamortized discount and debt issuance costs(1)	Apache notes and debentures before unamortized discount and debt issuance costs(1)	$	4,835	$	4,908	Apache notes and debentures before unamortized discount and debt issuance costs(1)	$	4,835	$	4,908

Syndicated credit facilities(2)	Syndicated credit facilities(2)	762		566		Syndicated credit facilities(2)	768		566
Apache finance lease obligations	Apache finance lease obligations	33		34		Apache finance lease obligations	33		34
Unamortized discount	Unamortized discount	(27)		(27)		Unamortized discount	(26)		(27)
Debt issuance costs	Debt issuance costs	(27)		(28)		Debt issuance costs	(26)		(28)
Total debt	Total debt	5,576		5,453		Total debt	5,584		5,453
Current maturities	Current maturities	(2)		(2)		Current maturities	(2)		(2)
Long-term debt	Long-term debt	$	5,574	$	5,451	Long-term debt	$	5,582	$	5,451

(1) The fair values of the Apache notes and debentures were $4.1 billion and $4.2 billion as of ~~June~~September 30, 2023 and December 31, 2022, respectively.

The Company uses a market approach to determine the fair values of its notes and debentures using estimates provided by an independent investment financial data services firm (a Level 2 fair value measurement).

(2) The carrying value of borrowings on credit facilities approximates fair value because interest rates are variable and reflective of market rates.

At each of ~~June~~September 30, 2023 and December 31, 2022, current debt included $2 million of finance lease obligations.

During the ~~six~~nine months ended ~~June~~September 30, 2023, Apache purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $74 million for an aggregate purchase price of $65 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $10 million. The Company recognized a $9 million gain on these repurchases. The repurchases were partially financed by Apache’s borrowing under the Company’s US dollar-denominated revolving credit facility.

During the ~~six~~nine months ended ~~June~~September 30, 2022, Apache closed cash tender offers for certain outstanding notes issued under its indentures, accepting for purchase $1.1 billion aggregate principal amount of notes. Apache paid holders an aggregate $1.2 billion in cash, reflecting principal, premium to par, and accrued and unpaid interest. The Company recognized a $66 million loss on extinguishment of debt, including $11 million of unamortized debt discount and issuance costs in connection with the note purchases. The repurchases were partially financed by borrowing under Apache’s former revolving credit facility.

During the ~~six~~nine months ended ~~June~~September 30, 2022, Apache purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $15 million for an aggregate purchase price of $16 million in cash, including accrued interest and broker fees, reflecting a premium to par of $1 million. The Company recognized a $1 million loss on these repurchases. The repurchases were partially financed by borrowing under Apache’s former revolving credit facility.

On January 18, 2022, Apache redeemed the outstanding $213 million principal amount of 3.25% senior notes due April 15, 2022, at a redemption price equal to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date. The redemption was financed by borrowing under Apache’s former revolving credit facility.

On April 29, 2022, the Company entered into two unsecured syndicated credit agreements for general corporate purposes that replaced and refinanced Apache’s 2018 unsecured syndicated credit agreement (the Former Facility).

•One agreement is denominated in US dollars (the USD Agreement) and provides for an unsecured five-year revolving credit facility, with aggregate commitments of US$1.8 billion (including a letter of credit subfacility of up to US$750 million, of which US$150 million currently is committed). The Company may increase commitments up to an aggregate US$2.3 billion by adding new lenders or obtaining the consent of any increasing existing lenders. This facility matures in April 2027, subject to the Company’s two, one-year extension options.

•The second agreement is denominated in pounds sterling (the GBP Agreement) and provides for an unsecured five-year revolving credit facility, with aggregate commitments of £1.5 billion for loans and letters of credit. This facility matures in April 2027, subject to the Company’s two, one-year extension options.

In connection with the Company’s entry into the USD Agreement and the GBP Agreement (each, a New Agreement), Apache terminated US$4.0 billion of commitments under the Former Facility, borrowings then outstanding under the Former Facility were deemed outstanding under the USD Agreement, and letters of credit then outstanding under the Former Facility were deemed outstanding under a New Agreement, depending upon whether denominated in US dollars or pounds sterling. Apache may borrow under the USD Agreement up to an aggregate principal amount of US$300 million outstanding at any given time. Apache has guaranteed obligations under each New Agreement effective until the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures is less than US$1.0 billion.

As of ~~June~~September 30, 2023, there were ~~$762~~$768 million of borrowings under the USD Agreement and an aggregate ~~£590~~£572 million in letters of credit outstanding under the GBP Agreement. As of ~~June~~September 30, 2023, there were no letters of credit outstanding under the USD Agreement. As of December 31, 2022, there were $566 million of borrowings and a $20 million letter of credit outstanding under the USD Agreement, and an aggregate £652 million in letters of credit outstanding under the GBP Agreement. The letters of credit denominated in pounds were issued to support North Sea decommissioning obligations, the terms of which required such support after Standard & Poor’s reduced Apache’s credit rating from BBB to BB+ on March 26, 2020.

Each of the Company and Apache, from time to time, has and uses uncommitted credit and letter of credit facilities for working capital and credit support purposes. As of ~~June~~September 30, 2023 and December 31, 2022, there were no outstanding borrowings under these facilities. As of ~~June~~September 30, 2023, there were £185 million and $3 million in letters of credit outstanding under these facilities. As of December 31, 2022, there were £199 million and $17 million in letters of credit outstanding under these facilities.

Financing Costs, Net

The following table presents the components of the Company’s financing costs, net:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
Interest expense	Interest expense	$	89	$	79	$	177	$	169	Interest expense	$	89	$	80	$	266	$	249
Amortization of debt issuance costs	Amortization of debt issuance costs	1		5		2		7		Amortization of debt issuance costs	1		1		3		8
Capitalized interest	Capitalized interest	(5)		(5)		(11)		(8)		Capitalized interest	(7)		(5)		(18)		(13)
(Gain) loss on extinguishment of debt	(Gain) loss on extinguishment of debt	—		—		(9)		67		(Gain) loss on extinguishment of debt	—		—		(9)		67
Interest income	Interest income	(3)		(3)		(5)		(7)		Interest income	(2)		(1)		(7)		(8)
Financing costs, net	Financing costs, net	$	82	$	76	$	154	$	228	Financing costs, net	$	81	$	75	$	235	$	303

10. INCOME TAXES

The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Non-cash impairments on the carrying value of the Company’s oil and gas properties, gains and losses on the sale of assets, statutory tax rate changes, and other significant or unusual items are recognized as discrete items in the quarter in which they occur.

During the ~~second~~third quarter of 2023, the Company’s effective income tax rate was primarily impacted by a decrease in the amount of valuation allowance against its U.S. deferred tax assets. The Company’s 2023 year-to-date effective income tax rate was primarily impacted by a deferred tax expense related to the remeasurement of taxes in the U.K. as a result of the enactment of Finance Act 2023 on January 10, 2023, and a decrease in the amount of valuation allowance against its U.S. deferred tax assets. During the ~~second~~third quarter of 2022, the Company’s effective income tax rate was primarily impacted by a deferred tax expense related to the remeasurement of taxes in the U.K. as a result of the enactment of the Energy (Oil and Gas) Profits Levy Act of 2022 on July 14, 2022, and a decrease in the amount of valuation allowance against its U.S. deferred tax assets. The Company’s 2022 year-to-date effective income tax rate was primarily impacted by the gain associated with deconsolidation of Altus, the gain on sale of certain non-core mineral rights in the Delaware Basin, a deferred tax expense related to the remeasurement of taxes in the U.K., and a decrease in the amount of valuation allowance against its U.S. deferred tax assets.

On January 10, 2023, Finance Act 2023 was enacted, receiving Royal Assent, and included amendments to the Energy (Oil and Gas) Profits Levy Act of 2022, increasing the levy from a 25 percent rate to a 35 percent rate, effective for the period of January 1, 2023 through March 31, 2028. Under U.S. GAAP, the financial statement impact of new legislation is recorded in the period of enactment. Therefore, in the first quarter of 2023, the Company recorded a deferred tax expense of $174 million related to the remeasurement of the December 31, 2022 U.K. deferred tax liability.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (IRA). The IRA includes a new 15 percent corporate alternative minimum tax (Corporate AMT) on applicable corporations with an average annual financial statement income that exceeds $1 billion for any three consecutive years preceding the tax year at issue. The Corporate AMT is effective for tax years beginning after December 31, 2022. The Company is continuing to evaluate the provisions of the IRA and awaits further guidance from the U.S. Treasury Department to properly assess the impact of these provisions on the Company. Under the existing guidance, the Company does not believe the IRA will have a material impact for 2023.

The Company has a full valuation allowance against its U.S. net deferred tax assets. The Company will continue to maintain a full valuation allowance on its U.S. net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. However, given the Company’s current and anticipated future domestic earnings, the Company believes that there is a reasonable possibility that ~~within~~in the next 12 months sufficient positive evidence may become available to allow the Company to reach a conclusion that a significant portion of the U.S. valuation allowance will no longer be needed. A release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense, which could be material, for the period the release is recorded.

The Company and its subsidiaries are subject to U.S. federal income tax as well as income or capital taxes in various states and foreign jurisdictions. The Company’s tax reserves are related to tax years that may be subject to examination by the relevant taxing authority.

11. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is party to various legal actions arising in the ordinary course of business, including litigation and governmental and regulatory controls, which also may include controls related to the potential impacts of climate change. As of ~~June~~September 30, 2023, the Company has an accrued liability of approximately ~~$52~~$49 million for all legal contingencies that are deemed to be probable of occurring and can be reasonably estimated. The Company’s estimates are based on information known about the matters and its experience in contesting, litigating, and settling similar matters. Although actual amounts could differ from management’s estimate, none of the actions are believed by management to involve future amounts that would be material to the Company’s financial position, results of operations, or liquidity after consideration of recorded accruals. With respect to material matters for which the Company believes an unfavorable outcome is reasonably possible, the Company has disclosed the nature of the matter and a range of potential exposure, unless an estimate cannot be made at this time. It is management’s opinion that the loss for any other litigation matters and claims that are reasonably possible to occur will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

For additional information on Legal Matters described below, refer to Note 11—Commitments and Contingencies to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Argentine Environmental Claims

On March 12, 2014, the Company and its subsidiaries completed the sale of all of the Company’s subsidiaries’ operations and properties in Argentina to YPF Sociedad Anonima (YPF). As part of that sale, YPF assumed responsibility for all of the past, present, and future litigation in Argentina involving Company subsidiaries, except that Company subsidiaries have agreed to indemnify YPF for certain environmental, tax, and royalty obligations capped at an aggregate of $100 million. The indemnity is subject to specific agreed conditions precedent, thresholds, contingencies, limitations, claim deadlines, loss sharing, and other terms and conditions. On April 11, 2014, YPF provided its first notice of claims pursuant to the indemnity. Company subsidiaries have not paid any amounts under the indemnity but will continue to review and consider claims presented by YPF. Further, Company subsidiaries retain the right to enforce certain Argentina-related indemnification obligations against Pioneer Natural Resources Company (Pioneer) in an amount up to $45 million pursuant to the terms and conditions of stock purchase agreements entered in 2006 between Company subsidiaries and subsidiaries of Pioneer.

Louisiana Restoration

As more fully described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, Louisiana surface owners often file lawsuits or assert claims against oil and gas companies, including the Company, claiming that operators and working interest owners in the chain of title are liable for environmental damages on the leased premises, including damages measured by the cost of restoration of the leased premises to its original condition, regardless of the value of the underlying property. From time to time, restoration lawsuits and claims are resolved by the Company for amounts that are not material to the Company, while new lawsuits and claims are asserted against the Company. With respect to each of the pending lawsuits and claims, the amount claimed is not currently determinable or is not material. Further, the overall exposure related to these lawsuits and claims is not currently determinable. While adverse judgments against the Company are possible, the Company intends to actively defend these lawsuits and claims.

Starting in November of 2013 and continuing into 2023, several parishes in Louisiana have pending lawsuits against many oil and gas producers, including the Company. In these cases, the Parishes, as plaintiffs, allege that defendants’ oil and gas exploration, production, and transportation operations in specified fields were conducted in violation of the State and Local Coastal Resources Management Act of 1978, as amended, and applicable regulations, rules, orders, and ordinances promulgated or adopted thereunder by the Parish or the State of Louisiana. Plaintiffs allege that defendants caused substantial damage to land and water bodies located in the coastal zone of Louisiana. Plaintiffs seek, among other things, unspecified damages for alleged violations of applicable law within the coastal zone, the payment of costs necessary to clear, re-vegetate, detoxify, and otherwise restore the subject coastal zone as near as practicable to its original condition, and actual restoration of the coastal zone to its original condition. While adverse judgments against the Company might be possible, the Company intends to vigorously oppose these claims.

Apollo Exploration Lawsuit

In a case captioned Apollo Exploration, LLC, Cogent Exploration, Ltd. Co. & SellmoCo, LLC v. Apache Corporation, Cause No. CV50538 in the 385th Judicial District Court, Midland County, Texas, plaintiffs alleged damages in excess of $200 million (having previously claimed in excess of $1.1 billion) relating to purchase and sale agreements, mineral leases, and area of mutual interest agreements concerning properties located in Hartley, Moore, Potter, and Oldham Counties, Texas. The trial court entered final judgment in favor of the Company, ruling that the plaintiffs take nothing by their claims and awarding the Company its attorneys’ fees and costs incurred in defending the lawsuit. The court of appeals affirmed in part and reversed in part the trial court’s judgment thereby reinstating some of plaintiffs’ claims. The Texas Supreme Court granted the Company’s petition for review and heard oral argument in October 2022. On April 28, 2023, the Texas Supreme Court reversed the court of appeals’ decision and remanded the case back to the court of appeals for further proceedings. After plaintiffs’ request for rehearing, on July 21, 2023, the Texas Supreme Court reaffirmed its reversal of the court of appeals’ decision and remand of the case back to the court of appeals for further proceedings.

Australian Operations Divestiture Dispute

Pursuant to a Sale and Purchase Agreement dated April 9, 2015 (Quadrant SPA), the Company and its subsidiaries divested Australian operations to Quadrant Energy Pty Ltd (Quadrant). Closing occurred on June 5, 2015. In April 2017, the Company filed suit against Quadrant for breach of the Quadrant SPA. In its suit, the Company seeks approximately AUD $80 million. In December 2017, Quadrant filed a defense of equitable set-off to the Company’s claim and a counterclaim seeking approximately AUD $200 million in the aggregate. The Company ~~believes that~~will vigorously prosecute its claim while vigorously defending against Quadrant’s ~~claims lack merit and will not have a material adverse effect on the Company’s financial position, results of operation, or liquidity.~~counter claims.

Canadian Operations Divestiture Dispute

Pursuant to a Sale and Purchase Agreement dated July 6, 2017 (Paramount SPA), the Company and its subsidiaries divested their remaining Canadian operations to Paramount Resources LTD (Paramount). Closing occurred on August 16, 2017. On September 11, 2019, four ex-employees of Apache Canada LTD on behalf of themselves and individuals employed by Apache Canada LTD on July 6, 2017, filed an Amended Statement of Claim in a matter styled Stephen Flesch et. al. v Apache Corporation et. al., No. 1901-09160 Court of Queen’s Bench of Alberta against the Company and others seeking class certification and a finding that the Paramount SPA amounted to a Change of Control of the Company, entitling them to accelerated vesting under the Company’s equity plans. In the suit, the class seeks approximately $60 million USD and punitive damages. Without acknowledging or admitting any liability and solely to avoid the expense and uncertainty of future litigation, Apache has agreed to a settlement in the Flesch class action matter under which Apache will pay $7 million USD to resolve all claims against the Company asserted by the class. The settlement is subject to court approval and is expected to be finalized by the end of 2023.

California and Delaware Litigation

On July 17, 2017, in three separate actions, San Mateo and Marin Counties, and the City of Imperial Beach, California, all filed suit individually and on behalf of the people of the state of California against over 30 oil and gas companies alleging damages as a result of global warming. Plaintiffs seek unspecified damages and abatement under various tort theories. On December 20, 2017, in two separate actions, the City of Santa Cruz and Santa Cruz County filed similar lawsuits against many of the same defendants. On January 22, 2018, the City of Richmond filed a similar lawsuit. On November 14, 2018, the Pacific Coast Federation of Fishermen’s Associations, Inc. also filed a similar lawsuit against many of the same defendants.

On September 10, 2020, the State of Delaware filed suit, individually and on behalf of the people of the State of Delaware, against over 25 oil and gas companies alleging damages as a result of global warming. Plaintiffs seek unspecified damages and abatement under various tort theories.

The Company ~~believes that it is not subject to jurisdiction of the California courts and that claims made against it in the California and Delaware litigation are baseless. The Company~~ intends to challenge personal jurisdiction in California and to vigorously defend the Delaware lawsuit.

~~Castex Lawsuit~~

~~In a case styled~~ ~~Apache Corporation v. Castex Offshore, Inc., et. al.~~, Cause No. 2015-48580, in the 113th Judicial District Court of Harris County, Texas, Castex filed claims for alleged damages of approximately $200 million, relating to overspend on the Belle Isle Gas Facility upgrade, and the drilling of five sidetracks on the Potomac #3 well. After a jury trial, a verdict of approximately $60 million, plus fees, costs, and interest was entered against the Company. The Fourteenth Court of Appeals of Texas reversed the judgment, in part, reducing the judgment to approximately $13.5 million, plus fees, costs, and interest against the Company.

Kulp Minerals Lawsuit

On or about April 7, 2023, Apache was sued in a purported class action in New Mexico styled Kulp Minerals LLC v. Apache Corporation, Case No. D-506-CV-2023-00352 in the Fifth Judicial District. The Kulp Minerals case has not been certified and seeks to represent a group of owners allegedly owed statutory interest under New Mexico law as a result of purported late oil and gas payments. The amount of this claim is not yet reasonably determinable. The Company intends to vigorously defend against the claims asserted in this lawsuit.

Shareholder and Derivative Lawsuits

On February 23, 2021, a case captioned Plymouth County Retirement System v. Apache Corporation, et al. was filed in the United States District Court for the Southern District of Texas (Houston Division) against the Company and certain current and former officers. The complaint, which is a shareholder lawsuit styled as a class action, alleges that (1) the Company intentionally used unrealistic assumptions regarding the amount and composition of available oil and gas in Alpine High; (2) the Company did not have the proper infrastructure in place to safely and/or economically drill and/or transport those resources even if they existed in the amounts purported; (3) certain statements and omissions artificially inflated the value of the Company’s operations in the Permian Basin; and (4) as a result, the Company’s public statements were materially false and misleading. The Company ~~believes that plaintiffs’ claims lack merit and~~ intends to vigorously defend this lawsuit.

On January 18, 2023, a case captioned Jerry Hight, Derivatively and on behalf of APA Corporation v. John J. Christmann IV et al. was filed in the 61st District Court of Harris County, Texas. Then, on February 21, 2023, a case captioned Steve Silverman, Derivatively and on behalf of Nominal Defendant APA Corp. v. John J. Christmann IV, et al. was filed in federal district court for the Southern District of Texas. Then, on April 20, 2023, a case captioned William Wessels, Derivatively and on behalf of APA Corporation v. John J. Christmann IV et al. was filed in the 151st District Court of Harris County, Texas. Then, on July 21, 2023, a case captioned Yang-Li-Yu, Derivatively and on behalf of Nominal Defendant APA Corp. v. John J. Christmann IV, et al. was filed in federal district court for the Southern District of Texas. These cases purport to be derivative actions brought against senior management and Company directors over many of the same allegations included in the Plymouth County Retirement System matter and asserts claims of (1) breach of fiduciary duty; (2) waste of corporate assets; and (3) unjust enrichment. The defendants ~~believe that plaintiffs’ claims lack merit and~~ intend to vigorously defend these lawsuits.

Environmental Matters

As of ~~June~~September 30, 2023, the Company had an undiscounted reserve for environmental remediation of approximately $1$5 million.

On September 11, 2020, the Company received a Notice of Violation and Finding of Violation, and accompanying Clean Air Act Information Request, from the U.S. Environmental Protection Agency (EPA) following site inspections in April 2019 at several of the Company’s oil and natural gas production facilities in Lea and Eddy Counties, New Mexico. The notice and information request involve alleged emissions control and reporting violations. The Company is cooperating with the EPA and has responded to the information request. The EPA has referred the notice for civil enforcement proceedings; however, at this time the Company is unable to reasonably estimate whether such proceedings will result in monetary sanctions and, if so, whether they would be more or less than $100,000, exclusive of interest and costs.proceedings.

On December 29, 2020, the Company received a Notice of Violation and Opportunity to Confer, and accompanying Clean Air Act Information Request, from the EPA following helicopter flyovers in September 2019 of several of the Company’s oil and natural gas production facilities in Reeves County, Texas. The notice and information request involve alleged emissions control and reporting violations. The Company is cooperating with the EPA and has responded to the information request. The EPA has referred the notice for civil enforcement proceedings; however, at this time the Company is unable to reasonably estimate whether such proceedings will result in monetary sanctions and, if so, whether they would be more or less than $100,000, exclusive of interest and costs.

~~The Company was recently served with two lawsuits filed in Lea County, New Mexico:~~ ~~William O. Stephens v. Apache Corporation; No. D-506-CV-2023-00632, in the Fifth Judicial District and~~ ~~Merchant Livestock Company v. Apache Corporation, Exxon Corporation, et al.~~; No. D-506-CV-2023-00664, in the Fifth Judicial District. Each lawsuit alleges property damage and environmental impacts from previous oil and gas operations that require remediation. The Company disputes that it is responsible for the damages claimed and/or relief sought and intends to vigorously defend each lawsuit. At this time, the Company is unable to reasonably estimate whether either lawsuit, individually, will result in damages that are more or less than $100,000, exclusive of interest and costs.proceedings.

The Company is not aware of any environmental claims existing as of ~~June~~September 30, 2023, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity. There can be no assurance, however, that current regulatory requirements will not change or past non-compliance with environmental laws will not be discovered on the Company’s properties.

Potential Decommissioning Obligations on Sold Properties

In 2013, Apache sold its Gulf of Mexico (GOM) Shelf operations and properties and its GOM operating subsidiary, GOM Shelf LLC (GOM Shelf) to Fieldwood Energy LLC (Fieldwood). Under the terms of the purchase agreement, Apache received cash consideration of $3.75 billion and Fieldwood assumed the obligation to decommission the properties held by GOM Shelf and the properties acquired from Apache and its other subsidiaries (collectively, the Legacy GOM Assets). In respect of such abandonment obligations, Fieldwood posted letters of credit in favor of Apache (Letters of Credit) and established trust accounts (Trust A and Trust B) of which Apache was a beneficiary and which were funded by two net profits interests (NPIs) depending on future oil prices. On February 14, 2018, Fieldwood filed for protection under Chapter 11 of the U.S. Bankruptcy Code. In connection with the 2018 bankruptcy, Fieldwood confirmed a plan under which Apache agreed, inter alia, to (i) accept bonds in exchange for certain of the Letters of Credit and (ii) amend the Trust A trust agreement and one of the NPIs to consolidate the trusts into a single Trust (Trust A) funded by both remaining NPIs. ~~Currently,~~Following the 2018 reorganization of Fieldwood, Apache ~~holds~~held two bonds (Bonds) and five Letters of Credit ~~to secure~~securing Fieldwood’s asset retirement obligations on the Legacy GOM Assets as and when Apache is required to perform or pay for decommissioning any Legacy GOM Asset over the remaining life of the Legacy GOM Assets.

On August 3, 2020, Fieldwood again filed for protection under Chapter 11 of the U.S. Bankruptcy Code. On June 25, 2021, the United States Bankruptcy Court for the Southern District of Texas (Houston Division) entered an order confirming Fieldwood’s bankruptcy plan. On August 27, 2021, Fieldwood’s bankruptcy plan became effective. Pursuant to the plan, the Legacy GOM Assets were separated into a standalone company, which was subsequently merged into GOM Shelf. Under GOM Shelf’s limited liability company agreement, the proceeds of production of the Legacy GOM Assets will be used to fund the operation of GOM Shelf and the decommissioning of Legacy GOM Assets.

By letter dated April 5, 2022, replacing two prior letters dated September 8, 2021 and February 22, 2022, and by subsequent letter dated March 1, 2023, GOM Shelf notified the Bureau of Safety and Environmental Enforcement (BSEE) that it was unable to fund the decommissioning obligations that it is currently obligated to perform on certain of the Legacy GOM Assets. As a result, Apache and other current and former owners in these assets have received orders from BSEE to decommission certain of the Legacy GOM Assets included in GOM Shelf’s notifications to BSEE. Apache expects to receive similar orders on the other Legacy GOM Assets included in GOM Shelf’s notification letters. Apache has also received orders to decommission other Legacy GOM Assets that were not included in GOM Shelf’s notification letters. Further, Apache anticipates that GOM Shelf may send additional such notices to BSEE in the future and that it may receive additional orders from BSEE requiring it to decommission other Legacy GOM Assets.

As of ~~June~~September 30, 2023, Apache has incurred ~~$464~~$692 million in decommissioning costs related to several Legacy GOM Assets. GOM Shelf did not, and has confirmed that it will not, reimburse Apache for these decommissioning costs. As a result, Apache has sought and will continue to seek reimbursement from its security for these costs, of which ~~$276~~$288 million had been reimbursed from Trust A and $87 million has been reimbursed from the Letters of Credit as of ~~June~~September 30, 2023. If GOM Shelf does not reimburse Apache for further decommissioning costs incurred with respect to Legacy GOM Assets, then Apache will continue to seek reimbursement from Trust A, to the extent of available funds, and thereafter, will seek further reimbursement from the Bonds and the Letters of Credit until all such funds and securities are fully utilized. In addition, after such sources have been exhausted, Apache has agreed to provide a standby loan to GOM Shelf of up to $400 million to perform decommissioning (Standby Loan Agreement), with such standby loan secured by a first and prior lien on the Legacy GOM Assets.

If the combination of GOM Shelf’s net cash flow from its producing properties, the Trust A funds, the Bonds, and the remaining Letters of Credit are insufficient to fully fund decommissioning of any Legacy GOM Assets that Apache may be required to perform or fund, or if GOM Shelf’s net cash flow from its remaining producing properties after the Trust A funds, Bonds, and Letters of Credit are exhausted is insufficient to repay any loans made by Apache under the Standby Loan Agreement, then Apache may be forced to effectively use its available cash to fund the deficit.

As of ~~June~~September 30, 2023, Apache estimates that its potential liability to fund the remaining decommissioning of Legacy GOM Assets it may be ordered to perform or fund ranges from ~~$922~~$695 million to ~~$1.1 billion~~$895 million on an undiscounted basis. Management does not believe any specific estimate within this range is a better estimate than any other. Accordingly, the Company has recorded a contingent liability of ~~$922~~$695 million as of ~~June~~September 30, 2023, representing the estimated costs of decommissioning it may be required to perform or fund on Legacy GOM Assets. Of the total liability recorded, ~~$472~~$470 million is reflected under the caption “Decommissioning contingency for sold Gulf of Mexico properties,” and ~~$450~~$225 million is reflected under “Other current liabilities” in the Company’s consolidated balance sheet. Changes in significant assumptions impacting Apache’s estimated liability, including expected decommissioning rig spread rates, lift boat rates, and planned abandonment logistics could result in a liability in excess of the amount accrued.

As of ~~June~~September 30, 2023, the Company has also recorded a ~~$507~~$411 million asset, which represents the remaining amount the Company expects to be reimbursed from the Trust A funds, the Bonds, and the Letters of Credit for decommissioning it may be required to perform on Legacy GOM Assets. Of the total asset recorded, ~~$57~~$38 million is reflected under the caption “Decommissioning security for sold Gulf of Mexico properties,” and ~~$450~~$373 million is reflected under “Other current assets.”

On June 21, 2023, the two sureties that issued bonds directly to Apache and two sureties that issued bonds to the issuing bank on the Letters of Credit filed suit against Apache in a case styled Zurich American Insurance Company, HCC International Insurance Company PLC, Philadelphia Indemnity Insurance Company and Everest Reinsurance Company (Insurers) v. Apache Corporation, Cause No. 2023-38238 in the 281st Judicial District Court, Harris County Texas. Insurers are seeking to prevent Apache from drawing on the Bonds and Letters of Credit and further allege that they are discharged from their reimbursement obligations related to decommissioning costs and are entitled to other relief. On July 20, 2023, the 281st Judicial District Court denied the Insurers’ request for a temporary injunction. On July 26, 2023, Apache ~~believes that Insurers’ claims lack merit,~~removed the suit to the United States Bankruptcy Court for the Southern District of Texas (Houston Division). Apache intends to vigorously defend these claims, and will vigorously pursue its counterclaims.

12. CAPITAL STOCK

Net Income per Common Share

The following table presents a reconciliation of the components of basic and diluted net income per common share in the consolidated financial statements:


		For the Quarter Ended June 30,											For the Quarter Ended September 30,
		2023					2022						2023					2022
		Income		Shares	Per Share		Income		Shares	Per Share			Income		Shares	Per Share		Income		Shares	Per Share

		(In millions, except per share amounts)											(In millions, except per share amounts)
Basic:	Basic:											Basic:
Income attributable to common stock	Income attributable to common stock	$	381	308	$	1.24	$	926	341	$	2.72	Income attributable to common stock	$	459	308	$	1.49	$	422	329	$	1.28
Effect of Dilutive Securities:	Effect of Dilutive Securities:											Effect of Dilutive Securities:
Stock options and other	Stock options and other	$	—	1	$	(0.01)	$	—	1	$	(0.01)	Stock options and other	$	—	—	$	—	$	—	1	$	—

Diluted:	Diluted:											Diluted:
Income attributable to common stock	Income attributable to common stock	$	381	309	$	1.23	$	926	342	$	2.71	Income attributable to common stock	$	459	308	$	1.49	$	422	330	$	1.28
		For the Six Months Ended June 30,											For the Nine Months Ended September 30,
		2023					2022						2023					2022
		Income		Shares	Per Share		Income		Shares	Per Share			Income		Shares	Per Share		Income		Shares	Per Share

		(In millions, except per share amounts)											(In millions, except per share amounts)
Basic:	Basic:											Basic:
Income attributable to common stock	Income attributable to common stock	$	623	310	$	2.01	$	2,809	344	$	8.18	Income attributable to common stock	$	1,082	309	$	3.50	$	3,231	339	$	9.54
Effect of Dilutive Securities:	Effect of Dilutive Securities:											Effect of Dilutive Securities:
Stock options and other	Stock options and other	$	—	—	$	—	$	—	—	$	(0.03)	Stock options and other	$	—	—	$	—	$	—	1	$	(0.03)

Diluted:	Diluted:											Diluted:
Income attributable to common stock	Income attributable to common stock	$	623	310	$	2.01	$	2,809	344	$	8.15	Income attributable to common stock	$	1,082	309	$	3.50	$	3,231	340	$	9.51

The diluted earnings per share calculation excludes options and restricted stock units that were anti-dilutive of ~~2.1~~1.7 million and ~~2.0~~2.1 million during the ~~second~~third quarters of 2023 and 2022, respectively, and ~~2.2~~2.0 million and ~~2.7~~2.5 million during the first ~~six~~nine months of 2023 and 2022, respectively.

Stock Repurchase Program

During 2018, the Company’s Board of Directors authorized the purchase of up to 40 million shares of the Company’s common stock. During the fourth quarter of 2021, the Company’s Board of Directors authorized the purchase of an additional 40 million shares of the Company’s common stock. During the third quarter of 2022, the Company's Board of Directors further authorized the purchase of an additional 40 million shares of the Company's common stock.

In the ~~second~~third quarter of 2023, the Company repurchased ~~1.3~~approximately 0.5 million shares at an average price of ~~$33.72~~$41.90 per share. For the ~~six~~nine months ended ~~June~~September 30, 2023, the Company repurchased 55.5 million shares at an average price of ~~$37.53~~$37.91 per share, and as of ~~June~~September 30, 2023, the Company had remaining authorization to repurchase up to 4847.1 million shares. The repurchases were partially financed by APA’s borrowing under its US dollar-denominated revolving credit facility. In the ~~second~~third quarter of 2022, the Company repurchased ~~7.0~~9.8 million shares at an average price of ~~$41.60~~$33.86 per share. For the ~~six~~nine months ended ~~June~~September 30, 2022, the Company repurchased ~~14.2~~24 million shares at an average price of ~~$38.79~~$36.78 per share.

The Company repurchased 0.4 million shares at an average price of $40.26 per share in October 2023, and as of October 31, 2023, the Company had remaining authorization to repurchase up to 46.7 million shares.

The Company is not obligated to acquire any additional shares. Shares may be purchased either in the open market or through privately negotiated transactions.

Common Stock Dividend

For the quarters ended ~~June~~September 30, 2023 and 2022, the Company paid $77 million and ~~$43~~$41 million, respectively, in dividends on its common stock. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, the Company paid ~~$155~~$232 million and ~~$86~~$127 million, respectively, in dividends on its common stock.

During the third quarter of 2022, the Company’s Board of Directors approved an increase to its quarterly dividend from $0.125 to $0.25 per share.

2223

13. BUSINESS SEGMENT INFORMATION

As of ~~June~~September 30, 2023, the Company’s consolidated subsidiaries are engaged in exploration and production (Upstream) activities across three operating segments: Egypt, North Sea, and the U.S. The Company’s Upstream business explores for, develops, and produces crude oil, natural gas, and natural gas liquids. Prior to the deconsolidation of Altus on February 22, 2022, the Company’s Midstream business was operated by ALTM, which owned, developed, and operated a midstream energy asset network in the Permian Basin of West Texas. The Company also has active exploration and planned appraisal operations ongoing in Suriname, as well as interests in the Dominican Republic, and other international locations that may, over time, result in reportable discoveries and development opportunities. Financial information for each segment is presented below:

Egypt(1)
North Sea U.S. Altus Midstream Intersegment
Eliminations
& Other Total
Upstream
For the Quarter Ended June 30, 2023 (In millions)
Revenues:
Oil revenues $ 618 $ 235 $ 512 $ — $ — $ 1,365
Natural gas revenues 90 39 51 — — 180
Natural gas liquids revenues — 4 103 — — 107
Oil, natural gas, and natural gas liquids production revenues 708 278 666 — — 1,652
Purchased oil and gas sales — — 144 — — 144
708 278 810 — — 1,796
Operating Expenses:
Lease operating expenses 121 99 141 — — 361
Gathering, processing, and transmission 6 12 60 — — 78
Purchased oil and gas costs — — 131 — — 131
Taxes other than income — — 50 — — 50
Exploration 30 4 3 — 6 43
Depreciation, depletion, and amortization 126 61 180 — — 367
Asset retirement obligation accretion — 19 10 — — 29
Impairments — 46 — — — 46
283 241 575 — 6 1,105
Operating Income (Loss)(2)
$ 425 $ 37 $ 235 $ — $ (6) 691
Other Income (Expense):
Derivative instrument gains, net 51
Gain on divestitures, net 5
Other, net 109
General and administrative (72)
Transaction, reorganization, and separation (2)
Financing costs, net (82)
Income Before Income Taxes $ 700

Egypt(1)
North Sea U.S. Altus Midstream Intersegment
Eliminations
& Other
Total(4)
Upstream
For the Six Months Ended June 30, 2023 (In millions)
Revenues:
Oil revenues $ 1,247 $ 517 $ 998 $ — $ — $ 2,762
Natural gas revenues 183 99 140 — — 422
Natural gas liquids revenues — 14 223 — — 237
Oil, natural gas, and natural gas liquids production revenues 1,430 630 1,361 — — 3,421
Purchased oil and gas sales — — 383 — — 383
1,430 630 1,744 — — 3,804
Operating Expenses:
Lease operating expenses 218 176 288 — — 682
Gathering, processing, and transmission 13 23 120 — — 156
Purchased oil and gas costs — — 347 — — 347
Taxes other than income — — 102 — — 102
Exploration 66 9 6 — 14 95
Depreciation, depletion, and amortization 249 119 331 — — 699
Asset retirement obligation accretion — 37 20 — — 57
Impairments — 46 — — — 46
546 410 1,214 — 14 2,184
Operating Income (Loss)(2)
$ 884 $ 220 $ 530 $ — $ (14) 1,620
Other Income (Expense):
Derivative instrument gains, net 104
Gain on divestitures, net 6
Other, net 77
General and administrative (137)
Transaction, reorganization, and separation (6)
Financing costs, net (154)
Income Before Income Taxes $ 1,510
Total Assets(3)
$ 3,365 $ 1,719 $ 7,640 $ — $ 520 $ 13,244


	Egypt(1)		North Sea		U.S.		Altus Midstream		Intersegment Eliminations & Other		Total
	Upstream

For the Quarter Ended September 30, 2023	(In millions)
Revenues:
Oil revenues	$	724	$	348	$	633	$	—	$	—	$	1,705
Natural gas revenues	81		66		89		—		—		236
Natural gas liquids revenues	—		5		133		—		—		138
Oil, natural gas, and natural gas liquids production revenues	805		419		855		—		—		2,079
Purchased oil and gas sales	—		—		229		—		—		229

	805		419		1,084		—		—		2,308
Operating Expenses:
Lease operating expenses	128		102		164		—		—		394
Gathering, processing, and transmission	13		15		61		—		—		89
Purchased oil and gas costs	—		—		211		—		—		211
Taxes other than income	—		—		61		—		—		61
Exploration	25		9		4		—		11		49
Depreciation, depletion, and amortization	129		90		199		—		—		418
Asset retirement obligation accretion	—		20		9		—		—		29

	295		236		709		—		11		1,251
Operating Income (Loss)(2)	$	510	$	183	$	375	$	—	$	(11)	1,057

Other Income (Expense):


Gain on divestitures, net											1

General and administrative											(139)
Transaction, reorganization, and separation											(5)
Financing costs, net											(81)
Income Before Income Taxes											$	833


		Egypt(1)		North Sea		U.S.		Altus Midstream				Intersegment Eliminations & Other				Total(4)					Egypt(1)			North Sea			U.S.			Altus Midstream		Intersegment Eliminations & Other		Total(4)
		Upstream																Upstream

For the Quarter Ended June 30, 2022		(In millions)
For the Nine Months Ended September 30, 2023																		For the Nine Months Ended September 30, 2023			(In millions)
Revenues:	Revenues:																	Revenues:
Oil revenues	Oil revenues	$	902	$	307	$	654			$	—			$	—				$	1,863	Oil revenues		$	1,971		$	865		$		1,631	$	—	$	—	$	4,467
Natural gas revenues	Natural gas revenues	88		64		281		—				—				433		Natural gas revenues			264			165			229			—		—		658
Natural gas liquids revenues	Natural gas liquids revenues	3		12		214		—				—				229		Natural gas liquids revenues			—			19			356			—		—		375
Oil, natural gas, and natural gas liquids production revenues	Oil, natural gas, and natural gas liquids production revenues	993		383		1,149		—				—				2,525		Oil, natural gas, and natural gas liquids production revenues			2,235			1,049			2,216			—		—		5,500
Purchased oil and gas sales	Purchased oil and gas sales	—		—		522		—				—				522		Purchased oil and gas sales			—			—			612			—		—		612

		993		383		1,671		—				—				3,047					2,235			1,049			2,828			—		—		6,112
Operating Expenses:	Operating Expenses:																	Operating Expenses:
Lease operating expenses	Lease operating expenses	131		118		110		—				—				359		Lease operating expenses			346			278			452			—		—		1,076
Gathering, processing, and transmission	Gathering, processing, and transmission	5		12		77		—				—				94		Gathering, processing, and transmission			26			38			181			—		—		245
Purchased oil and gas costs	Purchased oil and gas costs	—		—		528		—				—				528		Purchased oil and gas costs			—			—			558			—		—		558
Taxes other than income	Taxes other than income	—		—		78		—				—				78		Taxes other than income			—			—			163			—		—		163
Exploration	Exploration	12		2		1		—				41				56		Exploration			91			18			10			—		25		144
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization	91		54		133		—				—				278		Depreciation, depletion, and amortization			378			209			530			—		—		1,117
Asset retirement obligation accretion	Asset retirement obligation accretion	—		20		9		—				—				29		Asset retirement obligation accretion			—			57			29			—		—		86

Impairments																		Impairments			—			46			—			—		—		46
		239		206		936		—				41				1,422					841			646			1,923			—		25		3,435
Operating Income (Loss)(2)	Operating Income (Loss)(2)	$	754	$	177	$	735	$	—			$	(41)			1,625		Operating Income (Loss)(2)			$	1,394		$	403		$	905		$	—	$	(25)	2,677

Other Income (Expense):	Other Income (Expense):																	Other Income (Expense):
Derivative instrument gains, net																		Derivative instrument gains, net																104

Derivative instrument losses, net																(32)
Loss on divestitures, net																(27)
Gain on divestitures, net																		Gain on divestitures, net																7
Other, net	Other, net															64		Other, net																77
General and administrative	General and administrative															(89)		General and administrative																(276)
Transaction, reorganization, and separation	Transaction, reorganization, and separation															(3)		Transaction, reorganization, and separation																(11)
Financing costs, net	Financing costs, net															(76)		Financing costs, net																(235)
Income Before Income Taxes	Income Before Income Taxes															$	1,462	Income Before Income Taxes																$	2,343

Total Assets(3)																		Total Assets(3)			$	3,518		$	1,665		$	7,827		$	—	$	535	$	13,545


		Egypt(1)		North Sea		U.S.		Altus Midstream				Intersegment Eliminations & Other				Total(4)					Egypt(1)			North Sea			U.S.			Altus Midstream		Intersegment Eliminations & Other		Total(4)
		Upstream																Upstream

For the Six Months Ended June 30, 2022		(In millions)
For the Quarter Ended September 30, 2022																		For the Quarter Ended September 30, 2022			(In millions)
Revenues:	Revenues:																	Revenues:
Oil revenues	Oil revenues	$	1,692	$	635	$	1,253			$	—			$	—				$	3,580	Oil revenues		$	739		$	303		$		630	$	—	$	—	$	1,672
Natural gas revenues	Natural gas revenues	186		163		464		—				—				813		Natural gas revenues			84			44			300			—		—		428
Natural gas liquids revenues	Natural gas liquids revenues	6		28		421		—				(3)				452		Natural gas liquids revenues			—			5			197			—		—		202
Oil, natural gas, and natural gas liquids production revenues	Oil, natural gas, and natural gas liquids production revenues	1,884		826		2,138		—				(3)				4,845		Oil, natural gas, and natural gas liquids production revenues			823			352			1,127			—		—		2,302
Purchased oil and gas sales	Purchased oil and gas sales	—		—		866		5				—				871		Purchased oil and gas sales			—			—			585			—		—		585
Midstream service affiliate revenues		—		—		—		16				(16)				—

		1,884		826		3,004		21				(19)				5,716					823			352			1,712			—		—		2,887
Operating Expenses:	Operating Expenses:																	Operating Expenses:
Lease operating expenses	Lease operating expenses	262		214		228		—				(1)				703		Lease operating expenses			119			107			138			—		—		364
Gathering, processing, and transmission	Gathering, processing, and transmission	10		24		154		5				(18)				175		Gathering, processing, and transmission			5			7			87			—		—		99
Purchased oil and gas costs	Purchased oil and gas costs	—		—		879		—				—				879		Purchased oil and gas costs			—			—			573			—		—		573
Taxes other than income	Taxes other than income	—		—		145		3				—				148		Taxes other than income			—			—			82			—		—		82
Exploration	Exploration	27		7		5		—				59				98		Exploration			29			1			16			—		49		95
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization	188		116		263		2				—				569		Depreciation, depletion, and amortization			97			52			161			—		—		310
Asset retirement obligation accretion	Asset retirement obligation accretion	—		40		17		1				—				58		Asset retirement obligation accretion			—			21			8			—		—		29

		487		401		1,691		11				40				2,630					250			188			1,065			—		49		1,552
Operating Income (Loss)(2)	Operating Income (Loss)(2)	$	1,397	$	425	$	1,313	$	10			$	(59)			3,086		Operating Income (Loss)(2)			$	573		$	164		$	647		$	—	$	(49)	1,335

Other Income (Expense):	Other Income (Expense):																	Other Income (Expense):

Derivative instrument losses, net	Derivative instrument losses, net															(94)		Derivative instrument losses, net																(44)

Gain on divestitures, net	Gain on divestitures, net															1,149		Gain on divestitures, net																31
Other, net	Other, net															109		Other, net																(2)
General and administrative	General and administrative															(245)		General and administrative																(69)
Transaction, reorganization, and separation	Transaction, reorganization, and separation															(17)		Transaction, reorganization, and separation																(4)
Financing costs, net	Financing costs, net															(228)		Financing costs, net																(75)
Income Before Income Taxes	Income Before Income Taxes															$	3,760	Income Before Income Taxes																$	1,172

Total Assets(3)		$	3,107	$	2,103	$	7,156	$	—			$	558			$	12,924


	Egypt(1)		North Sea		U.S.		Altus Midstream		Intersegment Eliminations & Other		Total(4)
	Upstream

For the Nine Months Ended September 30, 2022	(In millions)
Revenues:
Oil revenues	$	2,431	$	938	$	1,883	$	—	$	—	$	5,252
Natural gas revenues	270		207		764		—		—		1,241
Natural gas liquids revenues	6		33		618		—		(3)		654
Oil, natural gas, and natural gas liquids production revenues	2,707		1,178		3,265		—		(3)		7,147
Purchased oil and gas sales	—		—		1,451		5		—		1,456
Midstream service affiliate revenues	—		—		—		16		(16)		—
	2,707		1,178		4,716		21		(19)		8,603
Operating Expenses:
Lease operating expenses	381		321		366		—		(1)		1,067
Gathering, processing, and transmission	15		31		241		5		(18)		274
Purchased oil and gas costs	—		—		1,452		—		—		1,452
Taxes other than income	—		—		227		3		—		230
Exploration	56		8		21		—		108		193
Depreciation, depletion, and amortization	285		168		424		2		—		879
Asset retirement obligation accretion	—		61		25		1		—		87

	737		589		2,756		11		89		4,182
Operating Income (Loss)(2)	$	1,970	$	589	$	1,960	$	10	$	(108)	4,421

Other Income (Expense):
Derivative instrument losses, net											(138)

Gain on divestitures, net											1,180
Other, net											107
General and administrative											(314)
Transaction, reorganization, and separation											(21)
Financing costs, net											(303)
Income Before Income Taxes											$	4,932


Total Assets(3)	$	3,242	$	2,185	$	7,675	$	—	$	527	$	13,629

(1)Includes oil and gas production revenue ~~from non-customers~~that will be paid as taxes by EGPC on behalf of the Company for the quarters and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 of:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
Oil	Oil	$	165	$	302	$	337	$	552	Oil	$	202	$	227	$	539	$	779
Natural gas	Natural gas	24		30		50		61		Natural gas	23		26		73		87
Natural gas liquids	Natural gas liquids	—		1		—		2		Natural gas liquids	—		—		—		2

(2)Operating income of U.S., North Sea, and ~~North Sea~~Suriname includes leasehold impairments of $3$2 million, $6 million, and $3$1 million, respectively, for the ~~second~~third quarter of 2023.
Operating income of U.S. and Egypt includes leasehold impairments of $1$15 million and $1 million, respectively, for the ~~second~~third quarter of 2022. Operating income of U.S., North Sea, and ~~North Sea~~Suriname includes leasehold impairments of $5$7 million, $12 million, and $6$1 million, respectively, for the first ~~six~~nine months of 2023. Operating income of U.S. and Egypt includes leasehold impairments of $4$19 million and $2$3 million, respectively, for the first ~~six~~nine months of 2022.

(3)Intercompany balances are excluded from total assets.

(4)Includes noncontrolling interests in Egypt and in Altus prior to deconsolidation.

2627

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion relates to APA Corporation (APA or the Company) and its consolidated subsidiaries and should be read together with the Company’s Consolidated Financial Statements and accompanying notes included in Part I, Item 1—Financial Statements of this Quarterly Report on Form 10-Q, as well as related information set forth in the Company’s Consolidated Financial Statements, accompanying Notes to Consolidated Financial Statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Overview

APA is an independent energy company that owns consolidated subsidiaries that explore for, develop, and produce natural gas, crude oil, and natural gas liquids (NGLs). The Company’s upstream business currently has exploration and production operations in three geographic areas: the U.S., Egypt, and offshore the U.K. in the North Sea (North Sea). APA also has active exploration and appraisal operations ongoing in Suriname, as well as interests in the Dominican Republic, and other international locations that may, over time, result in reportable discoveries and development opportunities. As a holding company, APA Corporation’s primary assets are its ownership interests in its subsidiaries. Prior to the BCP Business Combination (as defined in the Notes to the Company’s Consolidated Financial Statements set forth in Part I, Item 1—Financial Statements of this Quarterly Report on Form 10-Q), the Company’s midstream business was operated by Altus Midstream Company (ALTM) through its subsidiary Altus Midstream LP (collectively, Altus).

APA believes energy underpins global progress, and the Company wants to be a part of the conversation and solution as society works to meet growing global demand for reliable and affordable energy. APA strives to meet those challenges while creating value for all its stakeholders.

The global economy and the energy industry continue to be impacted by the effects of ~~the conflict in Ukraine~~ongoing international conflicts and the coronavirus disease 2019 (COVID-19) pandemic. Uncertainties in the global supply chain and financial markets, including the impact of inflation and rising interest rates, and actions taken by foreign oil and gas producing nations, including OPEC+, continue to impact oil supply and demand and contribute to commodity price volatility. Despite these uncertainties, the Company remains committed to its longer-term objectives: (1) to maintain a balanced asset portfolio, including advancement of activities offshore Suriname; (2) to invest for long-term returns over production growth; and (3) to budget conservatively to generate cash flow in excess of its upstream exploration, appraisal, and development capital program that can be directed to debt reduction, share repurchases, and other return of capital to its shareholders. The Company continues to aggressively manage its cost structure regardless of the oil price environment and closely monitors hydrocarbon pricing fundamentals to reallocate capital as part of its ongoing planning process.

APA’s diversified asset portfolio and operational flexibility provide it the ability to timely respond to near-term price volatility and effectively manage its investment programs accordingly. 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 during the year but are accelerating completion of eight Permian Basin wells and adding a drilling rig in the Delaware Basin in the fourth quarter of 2023. The Company also suspended drilling activity in the North Sea during the second quarter of 2023, as increasing cost and tax burdens have impacted the competitiveness of these assets within the Company’s portfolio. The Company anticipates its full-year 2023 upstream capital investment will be approximately $2 billion. For additional detail on the Company’s forward capital investment outlook, refer to “Capital Resources and Liquidity” below.

In the ~~second~~third quarter of 2023, the Company reported net income attributable to common stock of ~~$381~~$459 million, or ~~$1.23~~$1.49 per diluted share, compared to net income of ~~$926~~$422 million, or ~~$2.71~~$1.28 per diluted share, in the ~~second~~third quarter of 2022. Results for the third quarter of 2022 were impacted by higher deferred income tax expense related to remeasurement of the Company’s deferred tax liability from increases in the U.K. energy profits levy.

In the first nine months of 2023, the Company reported net income attributable to common stock of $1.1 billion, or $3.50 per diluted share, compared to net income of $3.2 billion, or $9.51 per diluted share, in the first nine months of 2022. Net income for the ~~second quarter~~first nine months of 2023 was impacted by lower revenues attributable to significantly lower realized commodity prices when compared to the ~~prior-year period.~~first nine months of 2022. Results from the first nine months of 2022 included approximately $1.2 billion of transaction gains recognized for divesting certain non-core mineral rights in the Delaware Basin and completing the BCP Business Combination.

The Company generated ~~$1.3~~$2.1 billion of cash from operating activities during the first ~~six~~nine months of 2023, 4541 percent lower than the first ~~six~~nine months of 2022. APA’s lower operating cash flows for the first ~~six~~nine months of 2023 were driven by lower commodity prices and associated revenues and the timing of working capital items. The Company repurchased 55.5 million shares of its common stock for ~~$188~~$208 million and paid ~~$155~~$232 million in dividends to APA common stockholders during the first ~~six~~nine months of 2023.

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

•The Company believes returning 60 percent of cash flow over capital investment creates a good balance for providing near-term cash returns to shareholders while still recognizing the importance of longer-term balance sheet strengthening.

•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.

•Beginning in the fourth quarter of 2021 and through the end of the ~~second~~third quarter of 2023, the Company ~~has~~had repurchased ~~72.4~~72.9 million shares of the Company’s common stock. AsThe Company repurchased 0.4 million shares in October 2023, and as of ~~June 30,~~October 31, 2023, the Company had remaining authorization to repurchase up to 4846.7 million shares under the Company’s share repurchase programs.

APA’s diverse asset portfolio and operational flexibility provide it the ability to timely respond to near-term price volatility and effectively manage its investment programs accordingly. In response to prevailing weakness in Waha natural gas and NGL prices, the Company is deferring additional drilling and completion activity at Alpine High until prices can support sustainable returns that are competitive within APA’s global portfolio. The Company also announced the suspension of drilling activity in the North Sea with increasing cost and tax burdens impacting the competitiveness of these assets within the Company’s portfolio. Accordingly, the Company has reduced planned full-year upstream capital investment to approximately $1.9 billion.

Operational Highlights

Key operational highlights for the quarter include:

United States

•Daily boe production from the Company’s U.S. assets accounted for 5355 percent of its total production during the ~~second~~third quarter of 2023. The Company averaged five drilling rigs in the U.S. during the quarter, including ~~two~~three rigs in the Southern Midland Basin and ~~three~~two rigs in the Delaware Basin, and drilled and brought online 2115 operated wells in the quarter. ~~Two-thirds of those wells came online in June, so the full impact will be realized~~The Company has contracted a sixth Permian Basin rig, with plans to commence drilling in the ~~third quarter.~~fourth quarter of 2023. The Company’s core Midland Basin development program and recently acquired properties in the ~~Texas~~ Delaware Basin continue to represent key growth areas for the U.S. assets.

International

•In Egypt, the Company continued its drilling and workover activity with a heavier focus on oil prospects. The Company averaged 1718 drilling rigs and drilled 1926 new productive wells during the ~~second~~third quarter of 2023. ~~Second~~Third quarter 2023 gross equivalent production in the Company’s Egypt assets ~~decreased 3~~increased 2 percent from the ~~second~~third quarter of 2022, and net production ~~remained relatively flat.~~decreased 3 percent. The Company ~~has increased drilling~~averaged 20 workover rigs during the quarter and expects to increase workover activity ~~with a heavier focus on oil prospects and anticipates increases in gross oil production volumes throughout~~over the ~~remainder of the year as it maintains a steady operational cadence.~~next two quarters.

•The Company suspended all new drilling activity in the North Sea during the second quarter of 2023. The ~~Company will manage its~~Company’s investment program there is now directed toward safety, base production management, and ~~maximize economic recovery of its oil~~asset maintenance and ~~gas wells through well intervention activities.~~integrity.

•During the quarter, the Company and TotalEnergies announced the launch of development studies for a large oil project in Block 58, offshore Suriname. Successful appraisal of two key oil discoveries, with the drilling and testing of two wells at Sapakara South and three wells at Krabdagu, confirmed combined recoverable resources of an estimated 700 million barrels of oil for the two fields. These fields, located in water depths between 100 and 1,000 meters, are expected to be produced through a system of subsea wells connected to a floating production, storage and offloading unit located 150 kilometers off the Suriname ~~activity is focused on completing the Krabdagu appraisal program and scoping~~coast, with an oil ~~hub project~~production capacity of 200,000 b/d. Detailed engineering studies are anticipated to ~~develop the combined Sapakara~~start by year-end 2023, and ~~Krabdagu resource~~a final investment decision is expected by year-end 2024 with a first production target in Block 58. Testing has been completed at the Krabdagu-2 appraisal well, and data collection is ongoing at the Krabdagu-3 appraisal well. The semi-submersible rig currently on location will be released upon completion of operations, as the Company believes no2028. No additional ~~appraisal or exploratory~~ drilling is ~~necessary in~~anticipated on Block 58 through the ~~Krabdagu area at this time.~~end of 2024.

2829

Results of Operations

Oil, Natural Gas, and Natural Gas Liquids Production Revenues

Revenue

The Company’s production revenues and respective contribution to total revenues by country were as follows:


		For the Quarter Ended June 30,								For the Six Months Ended June 30,									For the Quarter Ended September 30,								For the Nine Months Ended September 30,
		2023				2022				2023				2022					2023				2022				2023				2022
		$ Value		% Contribution		$ Value		% Contribution		$ Value		% Contribution		$ Value		% Contribution			$ Value		% Contribution		$ Value		% Contribution		$ Value		% Contribution		$ Value		% Contribution

		($ in millions)																	($ in millions)
Oil Revenues:	Oil Revenues:																	Oil Revenues:
United States	United States	$	512	38	%	$	654	35	%	$	998	36	%	$	1,253	35	%	United States	$	633	37	%	$	630	38	%	$	1,631	37	%	$	1,883	36	%
Egypt(1)	Egypt(1)	618		45	%	902		48	%	1,247		45	%	1,692		47	%	Egypt(1)	724		43	%	739		44	%	1,971		44	%	2,431		46	%
North Sea	North Sea	235		17	%	307		17	%	517		19	%	635		18	%	North Sea	348		20	%	303		18	%	865		19	%	938		18	%
Total(1)	Total(1)	$	1,365	100	%	$	1,863	100	%	$	2,762	100	%	$	3,580	100	%	Total(1)	$	1,705	100	%	$	1,672	100	%	$	4,467	100	%	$	5,252	100	%

Natural Gas Revenues:	Natural Gas Revenues:																	Natural Gas Revenues:
United States	United States	$	51	28	%	$	281	65	%	$	140	33	%	$	464	57	%	United States	$	89	38	%	$	300	70	%	$	229	35	%	$	764	62	%
Egypt(1)	Egypt(1)	90		50	%	88		20	%	183		43	%	186		23	%	Egypt(1)	81		34	%	84		20	%	264		40	%	270		22	%
North Sea	North Sea	39		22	%	64		15	%	99		24	%	163		20	%	North Sea	66		28	%	44		10	%	165		25	%	207		16	%
Total(1)	Total(1)	$	180	100	%	$	433	100	%	$	422	100	%	$	813	100	%	Total(1)	$	236	100	%	$	428	100	%	$	658	100	%	$	1,241	100	%

NGL Revenues:	NGL Revenues:																	NGL Revenues:
United States	United States	$	103	96	%	$	214	93	%	$	223	94	%	$	418	92	%	United States	$	133	96	%	$	197	98	%	$	356	95	%	$	615	94	%
Egypt(1)	Egypt(1)	—		0	%	3		1	%	—		0	%	6		2	%	Egypt(1)	—		—	%	—		—	%	—		—	%	6		1	%
North Sea	North Sea	4		4	%	12		6	%	14		6	%	28		6	%	North Sea	5		4	%	5		2	%	19		5	%	33		5	%
Total(1)	Total(1)	$	107	100	%	$	229	100	%	$	237	100	%	$	452	100	%	Total(1)	$	138	100	%	$	202	100	%	$	375	100	%	$	654	100	%

Oil and Gas Revenues:	Oil and Gas Revenues:																	Oil and Gas Revenues:
United States	United States	$	666	40	%	$	1,149	46	%	$	1,361	40	%	$	2,135	44	%	United States	$	855	41	%	$	1,127	49	%	$	2,216	40	%	$	3,262	46	%
Egypt(1)	Egypt(1)	708		43	%	993		39	%	1,430		42	%	1,884		39	%	Egypt(1)	805		39	%	823		36	%	2,235		41	%	2,707		38	%
North Sea	North Sea	278		17	%	383		15	%	630		18	%	826		17	%	North Sea	419		20	%	352		15	%	1,049		19	%	1,178		16	%
Total(1)	Total(1)	$	1,652	100	%	$	2,525	100	%	$	3,421	100	%	$	4,845	100	%	Total(1)	$	2,079	100	%	$	2,302	100	%	$	5,500	100	%	$	7,147	100	%

(1) Includes revenues attributable to a noncontrolling interest in Egypt.

2930

Production

The Company’s production volumes by country were as follows:


		For the Quarter Ended June 30,			For the Six Months Ended June 30,				For the Quarter Ended September 30,			For the Nine Months Ended September 30,
		2023	Increase (Decrease)	2022	2023	Increase (Decrease)	2022		2023	Increase (Decrease)	2022	2023	Increase (Decrease)	2022
Oil Volume (b/d)	Oil Volume (b/d)							Oil Volume (b/d)
United States	United States	75,993	17%	64,759	73,952	10%	67,184	United States	83,584	16%	72,351	77,198	12%	68,926
Egypt(1)(2)	Egypt(1)(2)	87,790	3%	85,502	87,792	3%	85,261	Egypt(1)(2)	88,521	9%	81,095	88,038	5%	83,857
North Sea	North Sea	35,048	8%	32,493	36,268	7%	33,860	North Sea	35,680	42%	25,160	36,070	17%	30,928
Total	Total	198,831	9%	182,754	198,012	6%	186,305	Total	207,785	16%	178,606	201,306	10%	183,711

Natural Gas Volume (Mcf/d)	Natural Gas Volume (Mcf/d)							Natural Gas Volume (Mcf/d)
United States	United States	450,200	(2)%	457,459	445,887	(5)%	467,493	United States	454,643	(7)%	489,107	448,838	(5)%	474,777
Egypt(1)(2)	Egypt(1)(2)	337,413	(3)%	346,424	346,829	(5)%	366,390	Egypt(1)(2)	300,326	(6)%	318,945	331,158	(5)%	350,400
North Sea	North Sea	37,194	(13)%	42,802	38,769	(5)%	40,645	North Sea	65,168	246%	18,822	47,665	43%	33,291
Total	Total	824,807	(3)%	846,685	831,485	(5)%	874,528	Total	820,137	(1)%	826,874	827,661	(4)%	858,468

NGL Volume (b/d)	NGL Volume (b/d)							NGL Volume (b/d)
United States	United States	61,760	4%	59,267	58,947	(3)%	60,482	United States	66,280	2%	64,958	61,418	(1)%	61,990
Egypt(1)(2)	Egypt(1)(2)	—	NM	297	—	NM	394	Egypt(1)(2)	—	NM	—	—	NM	261
North Sea	North Sea	872	(27)%	1,195	1,062	(21)%	1,345	North Sea	1,497	168%	558	1,209	12%	1,080
Total	Total	62,632	3%	60,759	60,009	(4)%	62,221	Total	67,777	3%	65,516	62,627	(1)%	63,331

BOE per day(3)	BOE per day(3)							BOE per day(3)
United States	United States	212,786	6%	200,269	207,213	1%	205,582	United States	225,639	3%	218,826	213,423	2%	210,045
Egypt(1)(2)	Egypt(1)(2)	144,026	0%	143,536	145,597	(1)%	146,720	Egypt(1)(2)	138,575	3%	134,253	143,231	1%	142,518
North Sea(4)	North Sea(4)	42,118	3%	40,822	43,792	4%	41,979	North Sea(4)	48,038	66%	28,855	45,222	20%	37,557
Total	Total	398,930	4%	384,627	396,602	1%	394,281	Total	412,252	8%	381,934	401,876	3%	390,120

(1) Gross oil, natural gas, and NGL production in Egypt were as follows:


		For the Quarter Ended June 30,		For the Six Months Ended June 30,			For the Quarter Ended September 30,		For the Nine Months Ended September 30,
		2023	2022	2023	2022		2023	2022	2023	2022
Oil (b/d)	Oil (b/d)	140,652	141,432	140,708	137,934	Oil (b/d)	144,528	133,607	141,995	136,476
Natural Gas (Mcf/d)	Natural Gas (Mcf/d)	517,291	555,694	531,093	576,637	Natural Gas (Mcf/d)	472,744	510,260	511,430	554,268
NGL (b/d)	NGL (b/d)	—	464	—	599	NGL (b/d)	—	—	—	397

(2) Includes net production volumes per day attributable to a noncontrolling interest in Egypt of:


		For the Quarter Ended June 30,		For the Six Months Ended June 30,			For the Quarter Ended September 30,		For the Nine Months Ended September 30,
		2023	2022	2023	2022		2023	2022	2023	2022
Oil (b/d)	Oil (b/d)	29,298	28,516	29,296	28,423	Oil (b/d)	29,514	27,082	29,369	27,971
Natural Gas (Mcf/d)	Natural Gas (Mcf/d)	112,609	115,534	115,738	122,112	Natural Gas (Mcf/d)	100,122	106,553	110,476	116,869
NGL (b/d)	NGL (b/d)	—	99	—	131	NGL (b/d)	—	—	—	87

(3) The table shows production on a boe basis in which natural gas is converted to an equivalent barrel of oil based on a 6:1 energy equivalent ratio. This ratio is not reflective of the price ratio between the two products.

(4) Average sales volumes from the North Sea for the ~~second~~third quarters of 2023 and 2022 were ~~40,099~~55,283 boe/d and ~~38,029~~36,467 boe/d, respectively, and ~~43,347~~47,370 boe/d and ~~40,833~~39,362 boe/d for the first ~~six~~nine months of 2023 and 2022, respectively. Sales volumes may vary from production volumes as a result of the timing of liftings.

NM — Not Meaningful

3031

Pricing

The Company’s average selling prices by country were as follows:


		For the Quarter Ended June 30,					For the Six Months Ended June 30,						For the Quarter Ended September 30,					For the Nine Months Ended September 30,
		2023		Increase (Decrease)	2022		2023		Increase (Decrease)	2022			2023		Increase (Decrease)	2022		2023		Increase (Decrease)	2022
Average Oil Price – Per barrel	Average Oil Price – Per barrel											Average Oil Price – Per barrel
United States	United States	$	73.99	(33)%	$	110.98	$	74.56	(28)%	$	103.05	United States	$	82.33	(13)%	$	94.62	$	77.40	(23)%	$	100.06
Egypt	Egypt	77.39		(33)%	115.97		78.48		(28)%	109.65		Egypt	88.99		(10)%	99.04		82.04		(23)%	106.19
North Sea	North Sea	79.27		(30)%	113.77		80.51		(25)%	107.47		North Sea	87.70		(14)%	101.85		83.25		(21)%	105.59
Total	Total	76.38		(33)%	113.79		77.37		(28)%	106.87		Total	86.15		(12)%	97.81		80.50		(22)%	103.81

Average Natural Gas Price – Per Mcf	Average Natural Gas Price – Per Mcf											Average Natural Gas Price – Per Mcf
United States	United States	$	1.24	(82)%	$	6.75	$	1.73	(68)%	$	5.48	United States	$	2.12	(68)%	$	6.67	$	1.87	(68)%	$	5.89
Egypt	Egypt	2.95		6%	2.78		2.92		4%	2.80		Egypt	2.91		1%	2.87		2.92		4%	2.82
North Sea	North Sea	11.29		(38)%	18.15		14.47		(41)%	24.72		North Sea	10.98		(54)%	24.12		12.83		(48)%	24.59
Total	Total	2.39		(58)%	5.65		2.81		(46)%	5.16		Total	3.12		(44)%	5.62		2.91		(45)%	5.31

Average NGL Price – Per barrel	Average NGL Price – Per barrel											Average NGL Price – Per barrel
United States	United States	$	18.26	(54)%	$	39.79	$	20.88	(45)%	$	38.20	United States	$	21.87	(34)%	$	32.97	$	21.24	(42)%	$	36.36
Egypt	Egypt	—		NM	75.14		—		NM	76.80		Egypt	—		NM	—		—		NM	76.80
North Sea	North Sea	39.24		(45)%	71.71		49.52		(32)%	73.29		North Sea	42.78		(39)%	70.42		47.58		(35)%	72.86
Total	Total	18.69		(54)%	40.97		21.62		(45)%	39.63		Total	22.26		(33)%	33.39		21.85		(42)%	37.47

NM — Not Meaningful

~~Second-Quarter~~Third-Quarter 2023 compared to ~~Second-Quarter~~Third-Quarter 2022

Crude Oil Crude oil revenues for the ~~second~~third quarter of 2023 totaled ~~$1.4~~$1.7 billion, a ~~$498~~$33 million ~~decrease~~increase from the comparative 2022 quarter. A ~~33 percent decrease in average realized prices decreased second-quarter 2023 oil revenues by $613 million compared to the prior-year quarter, while 9~~16 percent higher average daily production increased revenues by ~~$115~~$233 million compared to the prior-year quarter, while 12 percent decrease in average realized prices decreased third-quarter 2023 oil revenues by $200 million. Crude oil revenues accounted for 8382 percent of total oil and gas production revenues and 50 percent of worldwide production in the ~~second~~third quarter of 2023. Crude oil prices realized in the ~~second~~third quarter of 2023 averaged ~~$76.38~~$86.15 per barrel, compared with ~~$113.79~~$97.81 per barrel in the comparative prior-year quarter.

The Company’s worldwide oil production increased ~~16.1~~29.2 Mb/d to ~~198.8~~207.8 Mb/d during the ~~second~~third quarter of 2023 from the comparative prior-year period, primarily a result of increased drilling activity in the U.S. and Egypt, property acquisitions in the U.S., ~~increased drilling activity,~~ and ~~recompletions,~~prior year downtime for turnaround maintenance in the North Sea, partially offset by natural production decline across all assets.

Natural Gas Gas revenues for the ~~second~~third quarter of 2023 totaled ~~$180~~$236 million, a ~~$253~~$192 million decrease from the comparative 2022 quarter. A 5844 percent decrease in average realized prices decreased ~~second-quarter~~third-quarter 2023 natural gas revenues by ~~$249~~$191 million compared to the prior-year quarter, while 31 percent lower average daily production decreased revenues by $4$1 million. Natural gas revenues accounted for 11 percent of total oil and gas production revenues and 3433 percent of worldwide production during the ~~second~~third quarter of 2023. The Company’s worldwide natural gas production decreased ~~21.9~~6.8 MMcf/d to ~~824.8~~820.1 MMcf/d during the ~~second~~third quarter of 2023 from the comparative prior-year period, primarily a result of natural production decline across all assets and the sale of non-core assets in the U.S., ~~partially~~ offset by increased drilling activity, recompletions, ~~and~~ property acquisitions in the U.S., and prior year downtime for turnaround maintenance in the North Sea.

NGL NGL revenues for the ~~second~~third quarter of 2023 totaled ~~$107~~$138 million, a ~~$122~~$64 million decrease from the comparative 2022 quarter. A 5433 percent decrease in average realized prices decreased ~~second-quarter~~third-quarter 2023 NGL revenues by ~~$125~~$67 million compared to the prior-year quarter, while 3 percent higher average daily production increased revenues by $3 million. NGL revenues accounted for 67 percent of total oil and gas production revenues and 1617 percent of worldwide production during the ~~second~~third quarter of 2023. The Company’s worldwide NGL production increased ~~1.9~~2.3 Mb/d to ~~62.6~~67.8 Mb/d during the ~~second~~third quarter of 2023 from the comparative prior-year period, primarily a result of increased drilling activity, recompletions, ~~and~~ property acquisitions in the U.S., and prior year downtime for turnaround maintenance in the North Sea, partially offset by natural production decline.

3132

Year-to-Date 2023 compared to Year-to-Date 2022

Crude Oil Crude oil revenues for the first ~~six~~nine months of 2023 totaled ~~$2.8~~$4.5 billion, ~~an $818~~a $785 million decrease from the comparative 2022 period. A 2822 percent decrease in average realized prices decreased oil revenues for the 2023 period by ~~$988 million~~approximately $1.2 billion compared to the prior-year period, while 610 percent higher average daily production increased revenues by ~~$170~~$394 million. Crude oil revenues accounted for 81 percent of total oil and gas production revenues and 50 percent of worldwide production for the first ~~six~~nine months of 2023. Crude oil prices realized during the first ~~six~~nine months of 2023 averaged ~~$77.37~~$80.50 per barrel, compared to ~~$106.87~~$103.81 per barrel in the comparative prior-year period.

The Company’s worldwide oil production increased ~~11.7~~17.6 Mb/d to ~~198.0~~201.3 Mb/d in the first ~~six~~nine months of 2023 compared to the prior-year period, primarily a result of property acquisitions in the U.S., increased drilling activity in the U.S. and ~~recompletions,~~Egypt, and less maintenance downtime in the North Sea, partially offset by natural production decline across all assets.

Natural Gas Gas revenues for the first ~~six~~nine months of 2023 totaled ~~$422~~$658 million, a ~~$391~~$583 million decrease from the comparative 2022 period. A 4645 percent decrease in average realized prices decreased natural gas revenues for the 2023 period by ~~$371~~$560 million compared to the prior-year period, while 54 percent lower average daily production decreased revenues by ~~$20~~$23 million compared to the prior-year period. Natural gas revenues accounted for 12 percent of total oil and gas production revenues and 3534 percent of worldwide production for the first ~~six~~nine months of 2023. The Company’s worldwide natural gas production decreased ~~43.0~~30.8 MMcf/d to ~~831.5~~827.7 MMcf/d in the first ~~six~~nine months of 2023 compared to the prior-year period, primarily a result of natural production decline across all assets and the sale of non-core assets in the U.S., partially offset by increased drilling activity, recompletions, ~~and~~ property acquisitions in the U.S., and less maintenance downtime in the North Sea.

NGL NGL revenues for the first ~~six~~nine months of 2023 totaled ~~$237~~$375 million, a ~~$215~~$279 million decrease from the comparative 2022 period. A 4542 percent decrease in average realized prices decreased NGL revenues for the 2023 period by ~~$205~~$273 million compared to the prior-year period, while 41 percent lower average daily production decreased revenues by ~~$10~~$6 million compared to the prior-year period. NGL revenues accounted for 7 percent of total oil and gas production revenues and 1516 percent of worldwide production for the first ~~six~~nine months of 2023. The Company’s worldwide NGL production decreased ~~2.2~~0.7 Mb/d to 6063 Mb/d in the first ~~six~~nine months of 2023 compared to the prior-year period, primarily a result of natural production decline, partially offset by increased drilling activity, recompletions, ~~and~~ property acquisitions in the U.S., and less maintenance downtime in the North Sea.

Purchased Oil and Gas Sales

Purchased oil and gas sales represent volumes primarily attributable to transport, fuel, and physical in-basin gas purchases that were sold by the Company to fulfill natural gas takeaway obligations. Sales related to these purchased volumes totaled ~~$144~~$229 million and ~~$522~~$585 million during the ~~second~~third quarters of 2023 and 2022, respectively, and ~~$383~~$612 million and ~~$871 million~~$1.5 billion during the first ~~six~~nine months of 2023 and 2022, respectively. Purchased oil and gas sales were offset by associated purchase costs of ~~$131~~$211 million and ~~$528~~$573 million during the ~~second~~third quarters of 2023 and 2022, respectively, and ~~$347~~$558 million and ~~$879 million~~$1.5 billion during the first ~~six~~nine months of 2023 and 2022, respectively. Gross purchased oil and gas sales values were lower in the ~~second~~third quarter and the first ~~six~~nine months of 2023, primarily due to lower average natural gas prices during the 2023 periods.

3233

Operating Expenses

The Company’s operating expenses were as follows:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
Lease operating expenses	Lease operating expenses	$	361	$	359	$	682	$	703	Lease operating expenses	$	394	$	364	$	1,076	$	1,067
Gathering, processing, and transmission	Gathering, processing, and transmission	78		94		156		175		Gathering, processing, and transmission	89		99		245		274
Purchased oil and gas costs	Purchased oil and gas costs	131		528		347		879		Purchased oil and gas costs	211		573		558		1,452
Taxes other than income	Taxes other than income	50		78		102		148		Taxes other than income	61		82		163		230
Exploration	Exploration	43		56		95		98		Exploration	49		95		144		193
General and administrative	General and administrative	72		89		137		245		General and administrative	139		69		276		314
Transaction, reorganization, and separation	Transaction, reorganization, and separation	2		3		6		17		Transaction, reorganization, and separation	5		4		11		21
Depreciation, depletion, and amortization:	Depreciation, depletion, and amortization:									Depreciation, depletion, and amortization:
Oil and gas property and equipment	Oil and gas property and equipment	354		269		679		547		Oil and gas property and equipment	407		300		1,086		847
Gathering, processing, and transmission assets	Gathering, processing, and transmission assets	1		1		3		6		Gathering, processing, and transmission assets	2		4		5		10
Other assets	Other assets	12		8		17		16		Other assets	9		6		26		22
Asset retirement obligation accretion	Asset retirement obligation accretion	29		29		57		58		Asset retirement obligation accretion	29		29		86		87
Impairments	Impairments	46		—		46		—		Impairments	—		—		46		—
Financing costs, net	Financing costs, net	82		76		154		228		Financing costs, net	81		75		235		303
Total Operating Expenses	Total Operating Expenses	$	1,261	$	1,590	$	2,481	$	3,120	Total Operating Expenses	$	1,476	$	1,700	$	3,957	$	4,820

Lease Operating Expenses (LOE)

LOE increased $30 million and $9 million compared to the third quarter and the first nine months of 2022, respectively. On a per-unit basis, LOE remained essentially flat in the ~~second~~third quarter of 2023 when compared to the ~~second~~third quarter of 2022 and decreased ~~$21 million~~2 percent in the first ~~six~~nine months of 2023 when compared to the first ~~six~~nine months of 2022. ~~On a per-unit basis,~~Overall higher labor costs and other operating costs trending with global inflation drove an increase in absolute LOE, but these increases were primarily offset by decreased ~~3 percent and 4 percent~~workover activity primarily in the ~~second quarter~~North Sea and ~~the first six months of 2023, respectively, from the comparative prior-year period. The decrease was primarily driven by the impact from~~ changes in foreign currency exchange rates against the US dollar, decreased workover activity, primarily in the North Sea, and mark-to-market adjustments for cash-based stock compensation expense resulting from changes in the Company’s stock price. These decreases were offset by overall higher labor costs and chemical and other operating costs trending with global inflation.dollar.

Gathering, Processing, and Transmission (GPT)

The Company’s GPT expenses were as follows:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
Third-party processing and transmission costs	Third-party processing and transmission costs	$	49	$	68	$	101	$	134	Third-party processing and transmission costs	$	63	$	71	$	164	$	205
Midstream service costs – ALTM	Midstream service costs – ALTM	—		—		—		18		Midstream service costs – ALTM	—		—		—		18
Midstream service costs – Kinetik	Midstream service costs – Kinetik	29		26		55		36		Midstream service costs – Kinetik	26		28		81		64
Upstream processing and transmission costs	Upstream processing and transmission costs	78		94		156		188		Upstream processing and transmission costs	89		99		245		287
Midstream operating expenses	Midstream operating expenses	—		—		—		5		Midstream operating expenses	—		—		—		5
Intersegment eliminations	Intersegment eliminations	—		—		—		(18)		Intersegment eliminations	—		—		—		(18)
Total Gathering, processing, and transmission	Total Gathering, processing, and transmission	$	78	$	94	$	156	$	175	Total Gathering, processing, and transmission	$	89	$	99	$	245	$	274

GPT costs decreased ~~$16~~$10 million and ~~$19~~$29 million in the ~~second~~third quarter and the first ~~six~~nine months of 2023, respectively, from the comparative prior-year period, primarily the result of lower upstream processing and transmission costs, partially offset by impacts of the BCP Business Combination. Upstream processing and transmission costs decreased ~~$16~~$10 million and ~~$32~~$42 million in the ~~second~~third quarter and the first ~~six~~nine months of 2023, respectively, from the comparative prior-year period, primarily driven by a decrease in natural gas production volumes when compared to the prior-year period. Costs for services provided by ALTM in ~~the first six months of~~ 2022 prior to the BCP Business Combination totaling $18 million were eliminated in the Company’s consolidated financial statements and reflected as “Intersegment eliminations” in the table above. Subsequent to the BCP Business Combination and the Company’s deconsolidation of Altus on February 22, 2022, these midstream services continue to be provided by Kinetik Holdings Inc. (Kinetik) but are no longer eliminated.

3334

Taxes Other Than Income

Taxes other than income decreased ~~$28~~$21 million and ~~$46~~$67 million from the ~~second~~third quarter and the first ~~six~~nine months of 2022, respectively, primarily from lower severance taxes driven by lower commodity prices as compared to the prior-year periods.

Exploration Expenses

The Company’s exploration expenses were as follows:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
Unproved leasehold impairments	Unproved leasehold impairments	$	6	$	2	$	11	$	6	Unproved leasehold impairments	$	9	$	16	$	20	$	22
Dry hole expense	Dry hole expense	23		36		53		41		Dry hole expense	18		66		71		107
Geological and geophysical expense	Geological and geophysical expense	1		3		2		18		Geological and geophysical expense	1		1		3		19
Exploration overhead and other	Exploration overhead and other	13		15		29		33		Exploration overhead and other	21		12		50		45
Total Exploration	Total Exploration	$	43	$	56	$	95	$	98	Total Exploration	$	49	$	95	$	144	$	193

Exploration expenses decreased ~~$13~~$46 million and $49 million from the ~~second~~third quarter and the first nine months of 2022, respectively, primarily the result of higher dry hole expense in Suriname and Egypt during ~~the second quarter of 2022. Exploration expenses decreased $3 million from the first six months of~~ 2022 ~~primarily the result of~~coupled with lower geological and geophysical ~~expense and exploration overhead during the second quarter of 2023,~~expenses. These decreases were partially offset by higher ~~dry hole expense from increased Egypt~~ exploration ~~activity during 2023.~~overhead and other activities.

General and Administrative (G&A) Expenses

G&A expenses ~~decreased $17~~increased $70 million and ~~$108~~decreased $38 million compared to the ~~second~~third quarter and the first ~~six~~nine months of 2022, respectively. The ~~decrease~~increase in expenses for the ~~second~~third quarter ~~and the first six months~~ of 2023 compared to the ~~prior-year period~~third quarter of 2022 was primarily driven by ~~lower~~higher cash-based stock compensation expense resulting from changes in the Company’s stock ~~price.~~price and anticipated achievement of performance and financial objectives as defined in the stock award plans. G&A expenses for the first nine months of 2022 were higher than the first nine months of 2023, as impacts of anticipated achievement-based objectives and changes in the Company’s stock price on cash-based stock compensation were greater during the first nine months of 2022 than those in the first nine months of 2023.

Transaction, Reorganization, and Separation (TRS) Costs

TRS costs remained essentially flat in the third quarter of 2023 when compared to the ~~second~~third quarter of 2022 and decreased ~~$11~~$10 million compared to the first ~~six~~nine months of 2022. ~~The decrease in~~Higher TRS costs during the first ~~six~~nine months of ~~2023 compared to the prior-year period was~~2022 were primarily a result of transaction costs from the BCP Business Combination in the first quarter of 2022.

Depreciation, Depletion, and Amortization (DD&A)

Total DD&A expenses increased $108 million and $238 million from the third quarter and the first nine months of 2022, respectively, primarily driven by DD&A on the Company’s oil and gas ~~properties increased $85 million and $132 million from the second quarter and the first six months of 2022, respectively.~~properties. The Company’s DD&A rate on its oil and gas properties increased ~~$2.09~~$2.17 per boe and ~~$1.79~~$1.93 per boe from the ~~second~~third quarter and the first ~~six~~nine months of 2022, respectively, driven by general cost inflation. The increase on an absolute basis was also impacted by an increase in capital investment activity in Egypt and acquisitions in the U.S. over the past year.

Impairments

3435

Financing Costs, Net

The Company’s Financing costs were as follows:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Quarter Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022

		(In millions)									(In millions)
Interest expense	Interest expense	$	89	$	79	$	177	$	169	Interest expense	$	89	$	80	$	266	$	249
Amortization of debt issuance costs	Amortization of debt issuance costs	1		5		2		7		Amortization of debt issuance costs	1		1		3		8
Capitalized interest	Capitalized interest	(5)		(5)		(11)		(8)		Capitalized interest	(7)		(5)		(18)		(13)
(Gain) loss on extinguishment of debt	(Gain) loss on extinguishment of debt	—		—		(9)		67		(Gain) loss on extinguishment of debt	—		—		(9)		67
Interest income	Interest income	(3)		(3)		(5)		(7)		Interest income	(2)		(1)		(7)		(8)
Total Financing costs, net	Total Financing costs, net	$	82	$	76	$	154	$	228	Total Financing costs, net	$	81	$	75	$	235	$	303

Net financing costs increased $6 million and decreased ~~$74~~$68 million from the ~~second~~third quarter and the first ~~six~~nine months of 2022, respectively. The increase in costs during the ~~second~~third quarter of 2023 was primarily a result of interest expense on higher outstanding credit facility borrowings compared to the prior-year period. The decrease in costs during the first ~~six~~nine months of 2023 was primarily the result of losses incurred on the extinguishment of debt during the first ~~six~~nine months of 2022 and gains on extinguishment of debt in the first ~~six~~nine months of ~~2023.~~2023, partially offset by interest expense on higher outstanding credit facility borrowings compared to the prior-year period.

Provision for Income Taxes

3536

Capital Resources and Liquidity

Operating cash flows are the Company’s primary source of liquidity. The Company’s short-term and long-term operating cash flows are impacted by highly volatile commodity prices, as well as production costs and sales volumes. Significant changes in commodity prices impact the Company’s revenues, earnings, and cash flows. These changes potentially impact the Company’s liquidity if costs do not trend with sustained decreases in commodity prices. Historically, costs have trended with commodity prices, albeit on a lag. Sales volumes also impact cash flows; however, they have a less volatile impact in the short term.

The Company’s long-term operating cash flows are dependent on reserve replacement and the level of costs required for ongoing operations. Cash investments are required to fund activity necessary to offset the inherent declines in production and proved crude oil and natural gas reserves. Future success in maintaining and growing reserves and production is highly dependent on the success of the Company’s drilling program and its ability to add reserves economically. Changes in commodity prices also impact estimated quantities of proved reserves.

The Company expects its full-year 2023 estimated upstream capital investment towill be approximately ~~$1.9~~$2 billion and remains committed to its capital return framework established in 2021 for equity holders to participate more directly and materially in cash returns through dividends and share repurchases.

The Company believes its available liquidity and capital resource alternatives, combined with proactive measures to adjust its capital budget to reflect volatile commodity prices and anticipated operating cash flows, will be adequate to fund short-term and long-term operations, including the Company’s capital development program, repayment of debt maturities, payment of dividends, share buy-back activity, and amounts that may ultimately be paid in connection with commitments and contingencies.

The Company may also elect to utilize available cash on hand, committed borrowing capacity, access to both debt and equity capital markets, or proceeds from the sale of nonstrategic assets for other liquidity and capital resource needs, if required.

For additional information, refer to Part I, Items 1 and 2—Business and Properties, and Item 1A—Risk Factors, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

3637

Sources and Uses of Cash

The following table presents the sources and uses of the Company’s cash and cash equivalents for the periods presented:


		For the Six Months Ended June 30,					For the Nine Months Ended September 30,
		2023		2022			2023		2022

		(In millions)					(In millions)
Sources of Cash and Cash Equivalents:	Sources of Cash and Cash Equivalents:					Sources of Cash and Cash Equivalents:
Net cash provided by operating activities	Net cash provided by operating activities	$	1,335	$	2,426	Net cash provided by operating activities	$	2,099	$	3,530
Proceeds from revolving credit facilities, net	Proceeds from revolving credit facilities, net	196		—		Proceeds from revolving credit facilities, net	202		—
Proceeds from asset divestitures	Proceeds from asset divestitures	28		751		Proceeds from asset divestitures	29		778
Proceeds from sale of Kinetik shares	Proceeds from sale of Kinetik shares	—		224		Proceeds from sale of Kinetik shares	—		224

Total Sources of Cash and Cash Equivalents	Total Sources of Cash and Cash Equivalents	1,559		3,401		Total Sources of Cash and Cash Equivalents	2,330		4,532
Uses of Cash and Cash Equivalents:	Uses of Cash and Cash Equivalents:					Uses of Cash and Cash Equivalents:
Additions to upstream oil and gas property	Additions to upstream oil and gas property	$	1,119	$	741	Additions to upstream oil and gas property	$	1,747	$	1,168

Acquisition of Delaware Basin properties						Acquisition of Delaware Basin properties	24		563
Leasehold and property acquisitions	Leasehold and property acquisitions	10		26		Leasehold and property acquisitions	11		30
Payments on revolving credit facilities, net	Payments on revolving credit facilities, net	—		267		Payments on revolving credit facilities, net	—		22
Payments on Apache fixed-rate debt	Payments on Apache fixed-rate debt	65		1,370		Payments on Apache fixed-rate debt	65		1,370
Dividends paid to APA common stockholders	Dividends paid to APA common stockholders	155		86		Dividends paid to APA common stockholders	232		127
Distributions to noncontrolling interest – Egypt	Distributions to noncontrolling interest – Egypt	100		159		Distributions to noncontrolling interest – Egypt	154		237

Treasury stock activity, net	Treasury stock activity, net	188		552		Treasury stock activity, net	208		884
Deconsolidation of Altus cash and cash equivalents	Deconsolidation of Altus cash and cash equivalents	—		143		Deconsolidation of Altus cash and cash equivalents	—		143
Other, net	Other, net	25		77		Other, net	39		22
Total Uses of Cash and Cash Equivalents	Total Uses of Cash and Cash Equivalents	1,662		3,421		Total Uses of Cash and Cash Equivalents	2,480		4,566
Decrease in Cash and Cash Equivalents	Decrease in Cash and Cash Equivalents	$	(103)	$	(20)	Decrease in Cash and Cash Equivalents	$	(150)	$	(34)

Sources of Cash and Cash Equivalents

Net Cash Provided by Operating Activities Operating cash flows are the Company’s primary source of capital and liquidity and are impacted, both in the short term and the long term, by volatile commodity prices. The factors that determine operating cash flows are largely the same as those that affect net earnings, with the exception of non-cash expenses such as DD&A, exploratory dry hole expense, asset impairments, asset retirement obligation (ARO) accretion, and deferred income tax expense.

Net cash provided by operating activities during the first ~~six~~nine months of 2023 totaled ~~$1.3~~$2.1 billion, down ~~$1.1~~$1.4 billion from the first ~~six~~nine months of 2022, primarily the result of significantly lower commodity prices and associated revenues and timing of working capital items.

For a detailed discussion of commodity prices, production, and operating expenses, refer to “Results of Operations” in this Item 2. For additional detail on the changes in operating assets and liabilities and the non-cash expenses that do not impact net cash provided by operating activities, refer to the Statement of Consolidated Cash Flows in the Consolidated Financial Statements set forth in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q.

Proceeds from Revolving Credit Facilities, Net As of ~~June~~September 30, 2023, outstanding borrowings under the Company’s U.S. dollar denominated syndicated credit facility were ~~$762~~$768 million, an increase of ~~$196~~$202 million since December 31, 2022.

Proceeds from Asset Divestitures The Company received ~~$28~~$29 million and ~~$751~~$778 million in proceeds from the divestiture of certain non-core assets during the first ~~six~~nine months of 2023 and 2022, respectively. The Company also received $224 million of cash proceeds from the sale of four million of its shares in Kinetik during the first ~~six~~nine months of 2022. For more information regarding the Company’s acquisitions and divestitures, refer to Note 2—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

3738

Uses of Cash and Cash Equivalents

Additions to Upstream Oil & Gas Property Exploration and development cash expenditures were ~~$1.1~~$1.7 billion and ~~$741 million~~$1.2 billion during the first ~~six~~nine months of 2023 and 2022, respectively. The increase in capital investment is reflective of the increase in the Company’s capital program that has gradually increased over the past year. The Company operated an average of approximately 24 drilling rigs during the first ~~six~~nine months of 2023, compared to an average of approximately 1920 drilling rigs during the first ~~six~~nine months of 2022.

Acquisition of Delaware Basin Properties During the third quarter of 2022, the Company closed on the acquisition of oil and gas assets in the Delaware Basin for a total purchase price of $615 million after post-closing adjustments. Final cash settlements of $24 million were completed during the first nine months of 2023. Cash consideration paid during the first nine months of 2022 totaled $563 million.

Leasehold and Property Acquisitions During the first ~~six~~nine months of 2023 and 2022, the Company completed leasehold and property acquisitions, primarily in the Permian Basin, for total cash consideration of ~~$10~~$11 million and ~~$26~~$30 million, respectively.

Payments on Apache Fixed-Rate Debt During the ~~six~~nine months ended ~~June~~September 30, 2023, Apache purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $74 million for an aggregate purchase price of $65 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $10 million. The Company recognized a $9 million gain on these repurchases. The repurchases were partially financed by Apache’s borrowing under the Company’s US dollar-denominated revolving credit facility.

During the ~~six~~nine months ended ~~June~~September 30, 2022, Apache purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $15 million for an aggregate purchase price of $16 million in cash, including accrued interest and broker fees, reflecting a premium to par of an aggregate $1 million. The Company recognized a $1 million loss on these repurchases. The repurchases were partially financed by borrowing under Apache’s former revolving credit facility.

The Company expects that Apache will continue to reduce debt outstanding under its indentures from time to time.

Dividends Paid to APA Common Stockholders The Company paid ~~$155~~$232 million and ~~$86~~$127 million during the first ~~six~~nine months of 2023 and 2022, respectively, for dividends on its common stock. During the third quarter of 2022, the Company’s Board of Directors approved an increase to its quarterly dividend from $0.125 to $0.25 per share.

Distributions to Noncontrolling Interest - Egypt Sinopec International Petroleum Exploration and Production Corporation (Sinopec) holds a one-third minority participation interest in the Company’s oil and gas operations in Egypt. The Company paid ~~$100~~$154 million and ~~$159~~$237 million during the first ~~six~~nine months of 2023 and 2022, respectively, in cash distributions to Sinopec.

Treasury Stock Activity, net In the first ~~six~~nine months of 2023, the Company repurchased 55.5 million shares at an average price of ~~$37.53~~$37.91 per share totaling ~~$188~~$208 million, and as of ~~June~~September 30, 2023, the Company had remaining authorization to repurchase 4847.1 million shares. In the first ~~six~~nine months of 2022, the Company repurchased ~~14.2~~24.0 million shares at an average price of ~~$38.79~~$36.78 per share totaling ~~$552~~$884 million.

3839

Liquidity

The following table presents a summary of the Company’s key financial indicators:


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022

		(In millions)					(In millions)
Cash and cash equivalents	Cash and cash equivalents	$	142	$	245	Cash and cash equivalents	$	95	$	245
Total debt – APA and Apache	Total debt – APA and Apache	5,576		5,453		Total debt – APA and Apache	5,584		5,453
Total equity	Total equity	1,696		1,345		Total equity	2,107		1,345
Available committed borrowing capacity under syndicated credit facilities	Available committed borrowing capacity under syndicated credit facilities	2,194		2,238		Available committed borrowing capacity under syndicated credit facilities	2,164		2,238

Cash and Cash Equivalents As of ~~June~~September 30, 2023, the Company had ~~$142~~$95 million in cash and cash equivalents. The majority of the Company’s cash is invested in highly liquid, investment-grade instruments with maturities of three months or less at the time of purchase.

Debt As of ~~June~~September 30, 2023, the Company had $5.6 billion in total debt outstanding, which consisted of notes and debentures of Apache, credit facility borrowings, and finance lease obligations. As of ~~June~~September 30, 2023, current debt included $2 million of finance lease obligations.

Committed Credit Facilities On April 29, 2022, the Company entered into two unsecured syndicated credit agreements for general corporate purposes that replaced and refinanced Apache’s 2018 unsecured syndicated credit agreement (the Former Facility).

Uncommitted Credit Facilities Each of the Company andApache, from time to time, has and uses uncommitted credit and letter of credit facilities for working capital and credit support purposes. As of ~~June~~September 30, 2023 and December 31, 2022, there were no outstanding borrowings under these facilities. As of ~~June~~September 30, 2023 there were £185 million and $3 million in letters of credit outstanding under these facilities. As of December 31, 2022, there were £199 million and $17 million in letters of credit outstanding under these facilities.

3940

Off-Balance Sheet Arrangements The Company enters into customary agreements in the oil and gas industry for drilling rig commitments, firm transportation agreements, and other obligations that may not be recorded on the Company’s consolidated balance sheet. For more information regarding these and other contractual arrangements, please refer to “Contractual Obligations” in Part II, Item 7 of APA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There have been no material changes to the contractual obligations described therein.

Potential Decommissioning Obligations on Sold Properties

The Company’s subsidiaries have potential exposure to future obligations related to divested properties. The Company has divested various leases, wells, and facilities located in the Gulf of Mexico (GOM) where the purchasers typically assume all obligations to plug, abandon, and decommission the associated wells, structures, and facilities acquired. One or more of the counterparties in these transactions could, either as a result of the severe decline in oil and natural gas prices or other factors related to the historical or future operations of their respective businesses, face financial problems that may have a significant impact on their solvency and ability to continue as a going concern. If a purchaser of such GOM assets becomes the subject of a case or proceeding under relevant insolvency laws or otherwise fails to perform required abandonment obligations, APA’s subsidiaries could be required to perform such actions under applicable federal laws and regulations. In such event, such subsidiaries may be forced to use available cash to cover the costs of such liabilities and obligations should they arise.

In 2013, Apache sold its GOM Shelf operations and properties and its GOM operating subsidiary, GOM Shelf LLC (GOM Shelf) to Fieldwood Energy LLC (Fieldwood). Under the terms of the purchase agreement, Apache received cash consideration of $3.75 billion and Fieldwood assumed the obligation to decommission the properties held by GOM Shelf and the properties acquired from Apache and its other subsidiaries (collectively, the Legacy GOM Assets). In respect of such abandonment obligations, Fieldwood posted letters of credit in favor of Apache (Letters of Credit) and established trust accounts (Trust A and Trust B) of which Apache was a beneficiary and which were funded by two net profits interests (NPIs) depending on future oil prices. On February 14, 2018, Fieldwood filed for protection under Chapter 11 of the U.S. Bankruptcy Code. In connection with the 2018 bankruptcy, Fieldwood confirmed a plan under which Apache agreed, inter alia, to (i) accept bonds in exchange for certain of the Letters of Credit and (ii) amend the Trust A trust agreement and one of the NPIs to consolidate the trusts into a single Trust (Trust A) funded by both remaining NPIs. ~~Currently,~~Following the 2018 reorganization of Fieldwood, Apache ~~holds~~held two bonds (Bonds) and five Letters of Credit ~~to secure~~securing Fieldwood’s asset retirement obligations on the Legacy GOM Assets as and when Apache is required to perform or pay for decommissioning any Legacy GOM Asset over the remaining life of the Legacy GOM Assets.

4041

Critical Accounting Estimates

The Company prepares its financial statements and accompanying notes in conformity with accounting principles generally accepted in the U.S., which require management to make estimates and assumptions about future events that affect reported amounts in the financial statements and the accompanying notes. The Company identifies certain accounting policies involving estimation as critical accounting estimates based on, among other things, their impact on the portrayal of the Company’s financial condition, results of operations, or liquidity, as well as the degree of difficulty, subjectivity, and complexity in their deployment. Critical accounting estimates address accounting matters that are inherently uncertain due to unknown future resolution of such matters. Management routinely discusses the development, selection, and disclosure of each critical accounting estimate. For a discussion of the Company’s most critical accounting estimates, please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Some of the more significant estimates include reserve estimates, oil and gas exploration costs, offshore decommissioning contingency, long-lived asset impairments, asset retirement obligations, and income taxes.

New Accounting Pronouncements

There were no material changes in recently issued or adopted accounting standards from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about the Company’s exposure to market risk. The term market risk relates to the risk of loss arising from adverse changes in oil, gas, and NGL prices, interest rates, or foreign currency and adverse governmental actions. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. The forward-looking information provides indicators of how the Company views and manages its ongoing market risk exposures.

Commodity Price Risk

The Company’s revenues, earnings, cash flow, capital investments and, ultimately, future rate of growth are highly dependent on the prices the Company receives for its crude oil, natural gas, and NGLs, which have historically been very volatile because of unpredictable events such as economic growth or retraction, weather, political climate, and global supply and demand. 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 recent conflict in Israel and Gaza, actions taken by foreign oil and gas producing nations, including OPEC+, global inflation, and other current events.

4142

The Company’s average crude oil price realizations decreased 3312 percent from ~~$113.79~~$97.81 per barrel to ~~$76.38~~$86.15 per barrel during the ~~second~~third quarters of 2022 and 2023, respectively. The Company’s average natural gas price realizations decreased 5844 percent from ~~$5.65~~$5.62 per Mcf to ~~$2.39~~$3.12 per Mcf during the ~~second~~third quarters of 2022 and 2023, respectively. The Company’s average NGL price realizations decreased 5433 percent from ~~$40.97~~$33.39 per barrel to ~~$18.69~~$22.26 per barrel during the ~~second~~third quarters of 2022 and 2023, respectively. Based on average daily production for the ~~second~~third quarter of 2023, a $1.00 per barrel change in the weighted average realized oil price would have increased or decreased revenues for the quarter by approximately ~~$18~~$19 million, a $0.10 per Mcf change in the weighted average realized natural gas price would have increased or decreased revenues for the quarter by approximately $8 million, and a $1.00 per barrel change in the weighted average realized NGL price would have increased or decreased revenues for the quarter by approximately $6 million.

The Company periodically enters into derivative positions on a portion of its projected crude oil and natural gas production through a variety of financial and physical arrangements intended to manage fluctuations in cash flows resulting from changes in commodity prices. Such derivative positions may include the use of futures contracts, swaps, and/or options. The Company does not hold or issue derivative instruments for trading purposes. As of ~~June~~September 30, 2023, the Company had open natural gas derivatives not designated as cash flow hedges in an asset position with a fair value of ~~$36~~$16 million. A 10 percent ~~change~~increase in natural gas prices would ~~be immaterial to~~decrease the asset by approximately $3 million, while a 10 percent decrease in prices would increase the asset by approximately $3 million. These fair value ~~of the commodity derivatives, assuming~~changes assume volatility based on prevailing market parameters ~~as of June~~at September 30, 2023. Refer to Note 4—Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q for notional volumes and terms with the Company’s derivative contracts.

Interest Rate Risk

As of ~~June~~September 30, 2023, 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. Although near-term changes in interest rates may affect the fair value of fixed-rate debt, such changes do not expose the Company to the risk of earnings or cash flow loss associated with that debt.

The Company is also exposed to interest rate risk related to its interest-bearing cash and cash equivalents balances and amounts outstanding under its syndicated credit facilities. As of ~~June~~September 30, 2023, the Company had approximately ~~$142~~$95 million in cash and cash equivalents, approximately 8384 percent of which was invested in money market funds and short-term investments with major financial institutions. As of ~~June~~September 30, 2023, there were ~~$762~~$768 million of borrowings outstanding under the Company’s syndicated revolving credit facilities. Changes in the interest rate applicable to short-term investments 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 Exchange Rate Risk

The Company’s cash activities relating to certain international operations is based on the U.S. dollar equivalent of cash flows measured in foreign currencies. The Company’s North Sea production is sold under U.S. dollar contracts, while the majority of costs incurred are paid in British pounds. The Company’s Egypt production is sold under U.S. dollar contracts, and the majority of costs incurred are denominated in U.S. dollars. Transactions denominated in British pounds are converted to U.S. dollar equivalents based on the average exchange rates during the period. The Company monitors foreign currency exchange rates of countries in which it is conducting business and may, from time to time, implement measures to protect against foreign currency exchange rate risk.

Foreign currency gains and losses also arise when monetary assets and monetary liabilities denominated in foreign currencies are translated at the end of each month. Foreign currency gains and losses are included as either a component of “Other” 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 $5$2 million would result from a 10 percent weakening or strengthening, respectively, in the British pound as of ~~June~~September 30, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

John J. Christmann IV, the Company’s Chief Executive Officer and President, in his capacity as principal executive officer, and Stephen J. Riney, the Company’s Executive Vice President and Chief Financial Officer, in his capacity as principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~June~~September 30, 2023, the end of the period covered by this report. 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 our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

The Company periodically reviews the design and effectiveness of its disclosure controls, including compliance with various laws and regulations that apply to its operations, both inside and outside the United States. The Company makes modifications to improve the design and effectiveness of our disclosure controls, and may take other corrective action, if the Company’s reviews identify deficiencies or weaknesses in its controls.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended ~~June~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

4344

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Part I, Item 3—Legal Proceedings of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Note 11—Commitments and Contingencies in the Notes to the Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q (which is hereby incorporated by reference herein), for a description of material legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Part I, Item 1A—Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Given the nature of its business, Apache Corporation may be subject to different or additional risks than those applicable to the Company. For a description of these risks, refer to the disclosures in Apache Corporation’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023, and ~~June~~September 30, 2023 and Apache Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information on shares of common stock repurchased by the Company during the quarter ended ~~June~~September 30, 2023:


Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities						Issuer Purchases of Equity Securities
Period	Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1)	Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1)
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							July 1 to July 31, 2023	—	$	—	—	47,619,742
August 1 to August 31, 2023							August 1 to August 31, 2023	—	—		—	47,619,742
September 1 to September 30, 2023							September 1 to September 30, 2023	477,465	41.90		477,465	47,142,277
Total	Total	1,348,347	$	33.72			Total	477,465	$	41.90

(1) During the fourth quarter of 2021, the Company's Board of Directors authorized the purchase of 40 million shares of the Company's common stock. During September of 2022, the Company's Board of Directors authorized the purchase of an additional 40 million shares of the Company's common stock. Shares may be purchased either in the open market or through privately negotiated transactions. The Company is not obligated to acquire any specific number of shares.

ITEM 5. OTHER INFORMATION

During the three months ended ~~June~~September 30, 2023, none of the Company’s officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408 of Regulation S-K promulgated under the Securities Act).

ITEM 6. EXHIBITS

3.1

–

Amended and Restated Certificate of Incorporation of Registrant, dated March 1, 2021, as filed with the Secretary of State of the State of Delaware on March 1, 2021 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K12B filed March 1, 2021, SEC File No. 001-40144).

3.1

–

3.2

–

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Registrant, dated May 24, 2023, as filed with the Secretary of State of the State of Delaware on May 24, 2023 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed May 25, 2023, SEC File No. 001-40144).

3.2

–

3.3

–

Amended and Restated Bylaws of Registrant, dated February 2, 2023 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed February 8, 2023, SEC File No. 001-40144).

3.3

–

*†10.1

–

APA Corporation Non-Employee Directors’ Compensation Plan, as amended and restated September 12, 2023.

*31.1

–

Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer.

*31.1

–

Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer.

*31.2

–

Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer.

*31.2

–

Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer.

**32.1

–

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Executive Officer and Principal Financial Officer.

**32.1

–

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Executive Officer and Principal Financial Officer.

*101

–

The following financial statements from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL: (i) Statement of Consolidated Operations, (ii) Statement of Consolidated Comprehensive Income (Loss), (iii) Statement of Consolidated Cash Flows, (iv) Consolidated Balance Sheet, (v) Statement of Consolidated Changes in Equity (Deficit) and Noncontrolling Interests and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

*101

–

The following financial statements from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL: (i) Statement of Consolidated Operations, (ii) Statement of Consolidated Comprehensive Income, (iii) Statement of Consolidated Cash Flows, (iv) Consolidated Balance Sheet, (v) Statement of Consolidated Changes in Equity (Deficit) and Noncontrolling Interests and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

*101.SCH

–

Inline XBRL Taxonomy Schema Document.

*101.SCH

–

Inline XBRL Taxonomy Schema Document.

*101.CAL

–

Inline XBRL Calculation Linkbase Document.

*101.CAL

–

Inline XBRL Calculation Linkbase Document.

*101.DEF

–

Inline XBRL Definition Linkbase Document.

*101.DEF

–

Inline XBRL Definition Linkbase Document.

*101.LAB

–

Inline XBRL Label Linkbase Document.

*101.LAB

–

Inline XBRL Label Linkbase Document.

*101.PRE

–

Inline XBRL Presentation Linkbase Document.

*101.PRE

–

Inline XBRL Presentation Linkbase Document.

*104

–

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*104

–

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

† Management contracts or compensatory plans or arrangements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		APA CORPORATION

Dated:	~~August 3,~~November 2, 2023	/s/ STEPHEN J. RINEY
		Stephen J. Riney
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Dated:	~~August 3,~~November 2, 2023	/s/ REBECCA A. HOYT
		Rebecca A. Hoyt
		Senior Vice President, Chief Accounting Officer, and Controller
		(Principal Accounting Officer)