NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
These consolidated financial statements have been prepared by Apache Corporation (Apache 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 recently adopted accounting pronouncements discussed below. 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 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 Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which contains a summary of the Company’s significant accounting policies and other disclosures.
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1.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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As of June 30, 2020, Apache’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 Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, with the exception of Accounting Standards Update (ASU) 2016-13, “Financial Instruments-Credit Losses” (see “Accounts Receivable and Allowance for Credit Losses” section in this Note 1 below). The Company’s financial statements for prior periods include reclassifications that were made to conform to the current-year presentation.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Apache 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, Apache has more than a 50 percent voting interest or controls the financial and operating decisions. Noncontrolling interests represent third-party ownership in the net assets of a consolidated Apache subsidiary 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 Apache’s Egypt oil and gas business as a noncontrolling interest, which is reflected as a separate component of equity in Apache’s consolidated balance sheet.
Additionally, third-party investors own a minority interest of approximately 21 percent of Altus Midstream Company (ALTM), which is reflected as a separate noncontrolling interest component of equity in Apache’s consolidated balance sheet. ALTM qualifies as a variable interest entity (VIE) under GAAP. Apache consolidates the activities of ALTM because it has concluded that it has a controlling financial interest in ALTM and is the primary beneficiary of the VIE. On June 12, 2019, Altus Midstream LP issued and sold Series A Cumulative Redeemable Preferred Units (the Preferred Units) through a private offering that admitted additional limited partners with separate rights for the Preferred Unit holders. Refer to Note 12—Redeemable Noncontrolling Interest - Altus for more detail.
Investments in which Apache holds less than 50 percent of the voting interest are typically accounted for under the equity method of accounting, with the balance recorded separately as “Equity method interests” in Apache’s consolidated balance sheet and results of operations recorded as a component of “Other, net” under “Revenues and Other” in the Company’s statement of consolidated operations. Refer to Note 6—Equity Method Interests for more 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. Apache evaluates its estimates and assumptions on a regular basis. Actual results may differ from these estimates and assumptions used in preparation of its financial statements and changes in these estimates are recorded when known. Significant estimates with regard to these financial statements include the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom, the assessment of asset retirement obligations (see Note 8—Asset Retirement Obligation), the estimates of fair value for long-lived assets (see “Fair Value Measurements,” “Oil and Gas Property,” and “Gathering, Processing, and Transmission Facilities” sections in this Note 1 below), and the estimate of income taxes (see Note 9—Income Taxes). Actual results could differ from those estimates.
Fair Value Measurements
Certain assets and liabilities are reported at fair value on a recurring basis in Apache’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.
Apache also uses fair value measurements on a nonrecurring basis when certain qualitative assessments of its assets indicate a potential impairment. The following table presents a summary of asset impairments recorded in connection with fair value assessments:
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For the Quarter Ended June 30,
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For the Six Months Ended June 30,
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2020
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2019
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2020
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2019
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(In millions)
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Oil and gas proved property
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$
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20
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|
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$
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86
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|
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$
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4,319
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$
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86
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Gathering, processing, and transmission facilities
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—
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—
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68
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—
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Goodwill
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—
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—
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87
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—
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Divested unproved properties and leasehold
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—
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149
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—
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149
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Inventory and other
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—
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5
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18
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5
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Total Impairments
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$
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20
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$
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240
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$
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4,492
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$
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240
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During the second quarter of 2020, the Company recorded asset impairments totaling $20 million in connection with fair value assessments on proved property in Egypt. These properties were impaired to their estimated fair values as a result of changes to planned development activity.
During the first quarter of 2020, the Company recorded asset impairments totaling $4.5 billion in connection with fair value assessments. Given the crude oil price collapse on lower demand and economic activity resulting from the coronavirus disease 2019 (COVID-19) global pandemic and related governmental actions, the Company assessed its oil and gas property and gathering, processing, and transmission (GPT) assets for impairment based on the net book value of its assets as of March 31, 2020. The Company recorded proved property impairments totaling $3.9 billion, $354 million, and $7 million in the U.S., Egypt, and offshore the United Kingdom in the North Sea (North Sea), respectively, all of which were impaired to their estimated fair values as a result of lower forecasted commodity prices, changes to planned development activity, and increasing market uncertainty. The first and second quarter property impairments are discussed in further detail below in “Oil and Gas Property.” Impairments totaling $68 million were similarly recorded for GPT facilities in Egypt. This impairment is discussed in further detail below in “Gathering, Processing, and Transmission Facilities.”
During the first quarter of 2020, the Company performed an interim impairment analysis of the goodwill related to its Egypt reporting unit under ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which was adopted during the quarter. Reductions in estimated net present value of expected future cash flows from oil and gas properties resulted in implied fair values below the carrying values of the Company’s Egypt reporting unit. As a result of these assessments, the Company recognized non-cash impairments of the entire amount of recorded goodwill in the Egypt reporting unit of $87 million. During the first quarter of 2020, the Company also recorded impairments of $13 million for the early termination of drilling rig leases and $5 million for inventory revaluations, both in the U.S.
In the second quarter of 2019, the Company entered into an agreement to sell certain of its assets in the Western Anadarko Basin in Oklahoma and Texas. As a result of this agreement, a separate impairment analysis was performed for each of the assets within the disposal group. The analyses were based on the agreed-upon proceeds less costs to sell for the transaction, a Level 1 fair value measurement. The carrying value of the net assets to be divested exceeded the fair value implied by the expected net proceeds, resulting in impairments totaling $240 million, including $86 million on the Company’s proved properties, $149 million on its unproved properties, and $5 million on other working capital. See Note 2—Acquisitions and Divestitures for more detail.
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 Apache’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.
The significant decline in oil and natural gas prices, as well as longer-term commodity price outlooks, related to reduced demand for oil and natural gas as a result of the COVID-19 pandemic and related governmental actions indicated possible impairment of the Company’s proved and unproved oil and gas properties. In addition to estimating risk-adjusted reserves and future production volumes, estimated future commodity prices are the largest driver in variability of undiscounted pre-tax cash flows. Expected cash flows were estimated based on management’s views of published West Texas Intermediate (WTI), Brent, and Henry Hub forward pricing as of the balance sheet dates. Other significant assumptions and inputs used to calculate estimated future cash flows include estimates for future development activity, exploration plans and remaining lease terms. A 10 percent discount rate, based on a market-based weighted-average cost of capital estimate, was applied to the undiscounted cash flow estimate to value all of Apache’s asset groups that were subject to impairment charges in the first and second quarters of 2020.
The following table represents non-cash impairments of the carrying value of the Company’s proved and unproved properties:
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For the Quarter Ended June 30,
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For the Six Months Ended June 30,
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2020
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2019
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2020
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2019
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(In millions)
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Proved Properties:
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U.S.
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$
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—
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$
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86
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$
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3,938
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$
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86
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Egypt
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20
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—
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374
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—
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North Sea
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—
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—
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7
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—
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Total Proved
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$
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20
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$
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86
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$
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4,319
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$
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86
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Unproved Properties:
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U.S.
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$
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29
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$
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186
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$
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46
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$
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207
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Egypt
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2
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2
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4
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4
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Total Unproved
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$
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31
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$
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188
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$
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50
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$
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211
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Proved properties impaired during the second and first quarters of 2020 had aggregate fair values of $32 million and $1.9 billion, respectively.
On the statement of consolidated operations, unproved leasehold impairments are typically recorded as a component of “Exploration” expense; however, in the second quarter of 2019, unproved impairments of $149 million were recorded in “Impairments” in connection with the Company’s agreement to sell certain non-core leasehold properties in Oklahoma and Texas. 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. See Note 2—Acquisitions and Divestitures for more detail.
Gathering, Processing, and Transmission Facilities
The Company assesses the carrying amount of its GPT facilities whenever events or changes in circumstances indicate that their 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.
As discussed under “Fair Value Measurements” above, Apache assessed its long-lived infrastructure assets for impairment at March 31, 2020, and recorded an impairment of $68 million on its GPT assets in Egypt during the first quarter of 2020. The fair values of the impaired assets were determined to be $46 million and were estimated using the income approach. The income approach considered internal estimates based on future throughput volumes from applicable development concessions in Egypt and estimated costs to operate. These assumptions were applied based on throughput assumptions developed in relation to the oil and gas proved property impairment assessment as discussed above to develop future cash flow projections that were then discounted to estimated fair value, using a 10 percent discount rate, based on a market-based weighted-average cost of capital estimate. Apache has classified these non-recurring fair value measurements as Level 3 in the fair value hierarchy.
Revenue Recognition
There have been no significant changes to the Company’s contracts with customers during the six months ended June 30, 2020 and 2019. The second quarter and first six months of 2019 include the reclassification of $18 million and $42 million, respectively, from “Other, net” to “Purchased oil and gas sales,” both within “Revenues and Other” and the respective associated $15 million and $37 million purchased oil and gas costs from “Other, net” within “Revenues and Other” to “Purchased oil and gas costs” within “Operating Expenses” on the Company’s consolidated statement of operations to conform to the current-year presentation.
Upstream
The Company’s upstream oil and gas segments primarily generate revenue from contracts with customers from the sale of its crude oil, natural gas, and natural gas liquids (NGLs) production volumes. Because the Company’s production fluctuates with potential operational issues, it is occasionally necessary to purchase third-party oil and gas to fulfill sales obligations and commitments. Sales proceeds related to third-party oil and gas purchases are also classified as revenue from customers. Under these short-term commodity sales contracts, the physical delivery of each unit of quantity represents a single, distinct performance obligation on behalf of the Company. Contract prices are determined based on market-indexed prices, adjusted for quality, transportation, and other market-reflective differentials. Revenue is measured by allocating an entirely variable market price to each performance obligation and recognized at a point in time when control is transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, and the Company’s right to payment. Control typically transfers to customers upon the physical delivery at specified locations within each contract and the transfer of title.
Oil and gas production revenues from non-customers represent income taxes paid to the Arab Republic of Egypt by Egyptian General Petroleum Corporation 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.
Altus Midstream
The Company’s Altus Midstream segment is operated by ALTM, through its subsidiary, Altus Midstream LP (collectively, Altus), and generates revenue from contracts with its customers from its gathering, compression, processing, and transmission services. These services are primarily provided on Apache’s natural gas and natural gas liquid production volumes. Under these long-term commercial service contracts, providing the related service represents a single, distinct performance obligation on behalf of Altus that is satisfied over time. In accordance with the terms of these agreements, Altus receives a fixed fee for each contract year, subject to yearly fee escalation recalculations. Revenue is measured using the output method and recognized in the amount to which Altus has the right to invoice, as performance completed to date corresponds directly with the value to its customers. For the periods presented, midstream segment revenues were primarily attributable to sales between Altus and Apache. All midstream revenues between Apache and Altus are fully eliminated upon consolidation.
Payment Terms and Contract Balances
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, net of allowance for credit losses, totaled $768 million and $945 million as of June 30, 2020 and December 31, 2019, respectively.
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, we have 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.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are stated at amortized cost net of an allowance for credit losses. The Company routinely assesses the collectability of its financial assets measured at amortized cost. In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, “Financial Instruments-Credit Losses.” The standard changes the impairment model for trade receivables, held-to-maturity debt securities, net investments in leases, loans, and other financial assets measured at amortized cost. This ASU requires the use of a new forward-looking “expected loss” model compared to the current “incurred loss” model, resulting in accelerated recognition of credit losses. Apache adopted this update in the first quarter of 2020. This ASU primarily applies to the Company’s accounts receivable, of which the majority are due within 30 days. The Company monitors the credit quality of its counterparties through review of collections, credit ratings, and other analyses. The Company develops its estimated allowance for credit losses primarily using an aging method and analyses of historical loss rates as well as consideration of current and future conditions that could impact its counterparties’ credit quality and liquidity. The adoption and implementation of this ASU did not have a material impact on the Company’s financial statements.
Transaction, Reorganization, and Separation (TRS)
Apache recorded $10 million and $6 million of TRS costs during the second quarters of 2020 and 2019, respectively, and $37 million and $10 million during the first six months of 2020 and 2019, respectively. TRS costs incurred in the second quarter of 2020 relate to $9 million of separation costs associated with the Company’s reorganization and $1 million of office closure costs. The Company incurred an additional $25 million of separation costs related to the reorganization and $2 million for consulting fees on various transactions during the first half of 2020. TRS costs incurred in the second quarter and first half of 2019 were primarily related to separation costs and consulting fees on various transactions.
In recent years, the Company has streamlined its portfolio through strategic divestitures and began centralizing certain operational activities in an effort to capture greater efficiencies and cost savings through shared services. During the second half of 2019, management initiated a comprehensive redesign of Apache’s organizational structure and operations. Initial reorganizational efforts were substantially completed for the technical functions by the end of the first quarter and changes for the corporate support functions will be ongoing through most of 2020. Apache has incurred a cumulative total of $62 million of reorganization costs through June 30, 2020, of which $58 million was paid in the first six months of 2020. The remaining liability will be paid throughout 2020. The Company expects to incur an estimated $5 million to $10 million of additional expenses associated with this reorganization throughout the remainder of 2020 for anticipated severance, relocation, and similar costs.
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2.
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ACQUISITIONS AND DIVESTITURES
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2020 Activity
During the second quarter and first six months of 2020, Apache completed leasehold and property acquisitions for total cash consideration of $2 million and $3 million, respectively, primarily in the Permian Basin. During the first six months of 2020, the Company also completed the sale of certain non-core assets and leasehold, primarily in the Permian Basin, in multiple transactions for total cash proceeds of $47 million. The Company recognized a gain of approximately $6 million upon closing of these transactions.
Suriname Joint Venture Agreement
In December 2019, Apache entered into a joint venture agreement with Total S.A. to explore and develop Block 58 offshore Suriname. Under the terms of the agreement, Apache and Total S.A. each hold a 50 percent working interest in Block 58. Apache operated the drilling of the first three wells, the Maka Central-1, Sapakara West-1, and Kwaskwasi-1, and will also operate the expected fourth exploration well in the block. Operatorship will subsequently transfer to Total. In connection with the agreement, Apache received $100 million from Total S.A. upon closing in the fourth quarter of 2019 and $79 million upon satisfying certain closing conditions in the first quarter of 2020 for reimbursement of 50 percent of all costs incurred on Block 58 as of December 31, 2019. All proceeds were applied against the carrying value of the Company’s Suriname properties and associated inventory. The Company recognized a $19 million gain in the first quarter of 2020 associated with the transaction.
Apache will also receive various other forms of consideration, including $5 billion of cash carry on Apache’s first $7.5 billion of appraisal and development capital, 25 percent cash carry on all of Apache’s appraisal and development capital beyond the first $7.5 billion, a $75 million cash payment upon achieving first oil production, and future contingent royalty payments from successful joint development projects.
2019 Activity
In the second quarter of 2019, Apache completed the sale of certain non-core assets in Oklahoma that had a net carrying value of $206 million for aggregate cash proceeds of approximately $223 million. The Company recognized a $17 million gain in connection with the sale.
In the third quarter of 2019, Apache completed the sale of non-core assets in the western Anadarko Basin of Oklahoma and Texas for aggregate cash proceeds of approximately $322 million and the assumption of asset retirement obligations of $49 million. These assets met the criteria to be classified as held for sale in the second quarter of 2019. Accordingly, the Company performed a fair value assessment of the assets and recorded impairments of $240 million to the carrying value of proved and unproved oil and gas properties, other fixed assets, and working capital. The transaction closed in the third quarter of 2019, and the Company recognized a $7 million loss in connection with the sale.
During the second quarter and first six months of 2019, Apache completed leasehold and property acquisitions for total cash consideration of $19 million and $34 million, respectively, primarily in the Permian Basin. For discussion on the Company’s acquisition of equity method interests during the period, refer to Note 6—Equity Method Interests.
3. CAPITALIZED EXPLORATORY WELL COSTS
The Company’s capitalized exploratory well costs were $151 million and $141 million at June 30, 2020 and December 31, 2019, respectively. The increase is primarily attributable to additional drilling activity, partially offset by successful transfer of well costs and dry hole write-offs. Dry hole expenses from suspended exploratory well costs previously capitalized for greater than one year at December 31, 2019 totaled $14 million during the six months ended June 30, 2020. 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 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 also utilizes various types of derivative financial instruments 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, Apache utilizes a diversified group of investment-grade rated counterparties, primarily financial institutions, for its derivative transactions. As of June 30, 2020, Apache had derivative positions with 11 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, Apache may not realize the benefit of some of its derivative instruments resulting from changes in commodity prices, currency exchange rates, or interest rates.
Derivative Instruments
Commodity Derivative Instruments
As of June 30, 2020, Apache had the following open crude oil derivative positions:
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Fixed Price Swaps
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Production Period
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|
Settlement Index
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Mbbls
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Weighted Average Fixed Price
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July—September 2020
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NYMEX WTI
|
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2,208
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|
|
$26.65
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July—September 2020
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Dated Brent
|
|
2,300
|
|
|
$29.75
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Collars
|
|
Production Period
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|
Settlement Index
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|
Mbbls
|
|
Weighted Average Floor Sold Price
|
|
Weighted Average Floor Purchased Price
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|
Weighted Average Ceiling Price
|
|
July—September 2020
|
|
NYMEX WTI
|
|
2,208
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|
|
$20.00
|
|
$25.00
|
|
$38.83
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|
October—December 2020
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NYMEX WTI
|
|
1,748
|
|
|
$15.00
|
|
$20.00
|
|
$45.55
|
|
July—September 2020
|
|
Dated Brent
|
|
874
|
|
|
$20.00
|
|
$25.00
|
|
$43.66
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|
October—December 2020
|
|
Dated Brent
|
|
1,518
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|
|
$15.00
|
|
$20.00
|
|
$51.63
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As of June 30, 2020, Apache had the following open crude oil financial basis swap contracts:
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Basis Swap Purchased
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Basis Swap Sold
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Production Period
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Settlement Index
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Mbbls
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Weighted Average Price Differential
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|
Mbbls
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|
Weighted Average Price Differential
|
|
July—December 2020
|
|
Midland-WTI/Cushing-WTI
|
|
—
|
|
|
—
|
|
13,432
|
|
|
$(2.15)
|
|
October—December 2020
|
|
Midland-WTI/Cushing-WTI
|
|
828
|
|
|
$0.20
|
|
—
|
|
|
—
|
Subsequent to June 30, 2020, the Company entered into basis swap contracts purchasing Nymex Henry Hub/Waha totaling 29,795,000 MMBtu with a weighted average strike price of $(0.43) and selling Nymex Henry Hub/HSC totaling 29,795,000 MMBtu with a weighted average strike price of $(0.07) for April to December 2021.
Subsequent to June 30, 2020, the Company entered into basis swap contracts purchasing Nymex Henry Hub/Waha totaling 36,500,000 MMBtu with a weighted average strike price of $(0.46) and selling Nymex Henry Hub/HSC totaling 36,500,000 MMBtu with a weighted average strike price of $(0.08) for January to December 2022.
Foreign Currency Derivative Instruments
Apache has open foreign currency costless collar contracts in GBP/USD for £13.5 million per month for the calendar year 2020 with a weighted average floor and ceiling price of $1.26 and $1.38, respectively.
Embedded Derivatives
Altus Preferred Units Embedded Derivative
During the second quarter of 2019, Altus Midstream LP issued and sold Preferred Units. Certain redemption features embedded within the Preferred Units require bifurcation and measurement at fair value. For further discussion of this derivative, see “Fair Value Measurements” below and Note 12—Redeemable Noncontrolling Interest - Altus.
Pipeline Capacity Embedded Derivatives
During the fourth quarter of 2019 and first quarter of 2020, Apache entered into separate agreements to assign a portion of its contracted capacity under an existing transportation agreement to third parties. Embedded in these agreements are arrangements under which Apache has the potential to receive payments calculated based on pricing differentials between Houston Ship Channel and Waha during calendar years 2020 and 2021. These features require bifurcation and measurement of the change in market values for each period. Unrealized gains or losses in the fair value of these features are recorded as “Derivative instrument losses, net” under “Revenues and Other” in the statement of consolidated operations. Any proceeds received will be deferred and reflected in income over the original tenure of the transportation agreement.
Fair Value Measurements
The following table presents the Company’s derivative assets and liabilities measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
|
|
|
Quoted Price in Active Markets (Level 1)
|
|
Significant Other Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total Fair Value
|
|
Netting(1)
|
|
Carrying Amount
|
|
|
|
(In millions)
|
|
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Derivative Instruments
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
94
|
|
|
Pipeline Capacity Embedded Derivatives
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
|
Foreign Currency Derivative Instruments
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
Preferred Units Embedded Derivative
|
|
—
|
|
|
—
|
|
|
175
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pipeline Capacity Embedded Derivative
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
Foreign Currency Derivative Instruments
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Units Embedded Derivative
|
|
—
|
|
|
—
|
|
|
103
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|
|
|
|
(1)
|
The derivative fair values are based on analysis of each contract on a gross basis, excluding the impact of netting agreements with counterparties.
|
The fair values of the Company’s derivative instruments and pipeline capacity embedded derivatives 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.
The fair value of the Preferred Units embedded derivative, a Level 3 fair value measurement, was based on numerous factors, including expected future interest rates using the Black-Karasinski model, Altus’ imputed interest rate, the timing of periodic cash distributions, and dividend yields of the Preferred Units. Increases or decreases in interest rates would result in a higher/lower fair value measurement. As of the June 30, 2020 valuation date, the Company used the forward B-rated Energy Bond Yield curve to develop the following key unobservable inputs used to value this embedded derivative:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative Information About Level 3 Fair Value Measurements
|
|
|
|
Fair Value at June 30, 2020
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Range/Value
|
|
|
|
(In millions)
|
|
|
|
|
|
|
|
Preferred Units Embedded Derivative
|
|
$
|
175
|
|
|
Option Model
|
|
Altus’ Imputed Interest Rate
|
|
14.16-15.57%
|
|
|
|
|
|
|
|
Interest Rate Volatility
|
|
35.56%
|
Altus’ comparative imputed interest rate at December 31, 2019 ranged from 9.60 percent to 12.68 percent, with an interest rate volatility assumption of 21.89 percent. A one percent increase in the imputed interest rate assumption would significantly increase the value of the embedded derivative as of June 30, 2020, while a one percent decrease would have the directionally inverse affect as of June 30, 2020.
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, 2020
|
|
December 31, 2019
|
|
|
|
(In millions)
|
|
Current Assets: Other current assets
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Other Assets: Deferred charges and other
|
|
—
|
|
|
7
|
|
|
Total Assets
|
|
$
|
—
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
Current Liabilities: Other current liabilities
|
|
$
|
97
|
|
|
$
|
—
|
|
|
Deferred Credits and Other Noncurrent Liabilities: Other
|
|
238
|
|
|
103
|
|
|
Total Liabilities
|
|
$
|
335
|
|
|
$
|
103
|
|
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,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
|
(In millions)
|
|
Realized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative instruments
|
|
$
|
(36
|
)
|
|
$
|
31
|
|
|
$
|
(36
|
)
|
|
$
|
46
|
|
|
Foreign currency derivative instruments
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
Treasury-lock
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
Realized gain (loss), net
|
|
(37
|
)
|
|
13
|
|
|
(37
|
)
|
|
28
|
|
|
Unrealized:
|
|
|
|
|
|
|
|
|
|
Commodity derivative instruments
|
|
(111
|
)
|
|
(27
|
)
|
|
(94
|
)
|
|
(66
|
)
|
|
Pipeline capacity embedded derivatives
|
|
(17
|
)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
Foreign currency derivative instruments
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
Preferred units embedded derivative
|
|
(11
|
)
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
Treasury-lock
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
Unrealized gain (loss), net
|
|
(138
|
)
|
|
(21
|
)
|
|
(241
|
)
|
|
(66
|
)
|
|
Derivative instrument losses, net
|
|
$
|
(175
|
)
|
|
$
|
(8
|
)
|
|
$
|
(278
|
)
|
|
$
|
(38
|
)
|
Derivative instrument gains and losses are recorded in “Derivative instrument losses, net” under “Revenues and Other” in the Company’s statement of consolidated operations. Unrealized 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 losses, net” in “Adjustments to reconcile net loss to net cash provided by operating activities.”
The following table provides detail of the Company’s other current assets as of June 30, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
(In millions)
|
|
Inventories
|
|
$
|
477
|
|
|
$
|
502
|
|
|
Drilling advances
|
|
120
|
|
|
92
|
|
|
Prepaid assets and other
|
|
55
|
|
|
58
|
|
|
Total Other current assets
|
|
$
|
652
|
|
|
$
|
652
|
|
|
|
|
|
6.
|
EQUITY METHOD INTERESTS
|
Apache, through its ownership of Altus, has the following equity method interests in four Permian Basin long-haul pipeline entities, which are accounted for under the equity method of accounting. For each of the equity method interests, Altus has the ability to exercise significant influence based on certain governance provisions and its participation in activities and decisions that impact the management and economic performance of the equity method interests.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
|
|
(In millions)
|
|
Gulf Coast Express Pipeline LLC
|
|
16.0
|
%
|
|
$
|
287
|
|
|
$
|
291
|
|
|
EPIC Crude Holdings, LP
|
|
15.0
|
%
|
|
175
|
|
|
163
|
|
|
Permian Highway Pipeline LLC
|
|
26.7
|
%
|
|
454
|
|
|
311
|
|
|
Shin Oak Pipeline (Breviloba, LLC)
|
|
33.0
|
%
|
|
492
|
|
|
493
|
|
|
|
|
|
|
$
|
1,408
|
|
|
$
|
1,258
|
|
As of June 30, 2020 and December 31, 2019, unamortized basis differences included in the equity method interest balances were $35 million and $30 million, respectively. These amounts represent differences in contributions to date and Altus’ underlying equity in the separate net assets within the financial statements of the respective entities. Unamortized basis differences are amortized into net income over the useful lives of the underlying pipeline assets when they are placed into service.
The following table presents the activity in Altus’ equity method interests for the six months ended June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf Coast Express Pipeline LLC
|
|
EPIC Crude Holdings, LP
|
|
Permian Highway Pipeline LLC
|
|
Breviloba, LLC
|
|
Total
|
|
|
|
(In millions)
|
|
Balance at December 31, 2019
|
|
$
|
291
|
|
|
$
|
163
|
|
|
$
|
311
|
|
|
$
|
493
|
|
|
$
|
1,258
|
|
|
Capital contributions
|
|
1
|
|
|
15
|
|
|
138
|
|
|
—
|
|
|
154
|
|
|
Distributions
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(42
|
)
|
|
Capitalized interest
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
Equity income (loss), net
|
|
21
|
|
|
(2
|
)
|
|
—
|
|
|
15
|
|
|
34
|
|
|
Accumulated other comprehensive loss
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
Balance at June 30, 2020
|
|
$
|
287
|
|
|
$
|
175
|
|
|
$
|
454
|
|
|
$
|
492
|
|
|
$
|
1,408
|
|
Summarized Combined Financial Information
The following presents summarized information of combined statement of operations for Altus’ equity method interests (on a 100 percent basis):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
2020
|
|
2019(1)
|
|
|
|
(In millions)
|
|
Operating revenues
|
|
$
|
351
|
|
|
$
|
52
|
|
|
Operating expenses
|
|
169
|
|
|
23
|
|
|
Operating income
|
|
182
|
|
|
29
|
|
|
Net income
|
|
159
|
|
|
21
|
|
|
Other comprehensive loss
|
|
(5
|
)
|
|
(9
|
)
|
|
|
|
|
(1)
|
Although Altus’ interests in EPIC Crude Holdings, LP, Permian Highway Pipeline LLC, and Breviloba, LLC were acquired in March, May, and July 2019, respectively, the combined financial results are presented for the six months ended June 30, 2019 for comparability.
|
|
|
|
|
7.
|
OTHER CURRENT LIABILITIES
|
The following table provides detail of the Company’s other current liabilities as of June 30, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
(In millions)
|
|
Accrued operating expenses
|
|
$
|
139
|
|
|
$
|
143
|
|
|
Accrued exploration and development
|
|
216
|
|
|
319
|
|
|
Accrued gathering, processing, and transmission - Altus
|
|
1
|
|
|
17
|
|
|
Accrued compensation and benefits
|
|
107
|
|
|
212
|
|
|
Accrued interest
|
|
130
|
|
|
135
|
|
|
Accrued income taxes
|
|
33
|
|
|
51
|
|
|
Current asset retirement obligation
|
|
47
|
|
|
47
|
|
|
Current operating lease liability
|
|
123
|
|
|
169
|
|
|
Current derivative liability
|
|
97
|
|
|
—
|
|
|
Other
|
|
64
|
|
|
56
|
|
|
Total Other current liabilities
|
|
$
|
957
|
|
|
$
|
1,149
|
|
|
|
|
|
8.
|
ASSET RETIREMENT OBLIGATION
|
The following table describes changes to the Company’s asset retirement obligation (ARO) liability for the six-month period ended June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Asset retirement obligation at December 31, 2019
|
|
$
|
1,858
|
|
|
Liabilities incurred
|
|
10
|
|
|
Liabilities settled
|
|
(19
|
)
|
|
Liabilities divested
|
|
(20
|
)
|
|
Accretion expense
|
|
54
|
|
|
Asset retirement obligation at June 30, 2020
|
|
1,883
|
|
|
Less current portion
|
|
(47
|
)
|
|
Asset retirement obligation, long-term
|
|
$
|
1,836
|
|
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 of 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 quarters of 2020 and 2019, Apache’s effective income tax rate was primarily impacted by an increase in the amount of valuation allowance against its U.S. deferred tax assets. Apache’s 2020 year-to-date effective income tax rate was primarily impacted by oil and gas asset impairments, a goodwill impairment, and an increase in the amount of valuation allowance against its U.S. deferred tax assets. Apache’s 2019 year-to-date effective income tax rate was primarily impacted by an increase in the amount of valuation allowance against the Company’s U.S. deferred tax assets.
In the first quarter of 2020, the Company early adopted ASU 2019-12, “Simplifying the Accounting for Income Taxes.” The Company’s early adoption of ASU 2019-12 during the quarter ended March 31, 2020 using the prospective transition approach did not result in a material impact on the consolidated financial statements.
Apache and its subsidiaries are subject to U.S. federal income tax as well as income or capital taxes in various state and foreign jurisdictions. The Company’s tax reserves are related to tax years that may be subject to examination by the relevant taxing authority. The Company is currently under audit by the Internal Revenue Service (IRS) for the 2014-2017 tax years and is also under audit in various states and foreign jurisdictions as part of its normal course of business.
|
|
|
|
10.
|
DEBT AND FINANCING COSTS
|
The following table presents the carrying value of the Company’s debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
(In millions)
|
|
Notes and debentures before unamortized discount and debt issuance costs(1)
|
|
$
|
7,807
|
|
|
$
|
8,217
|
|
|
Altus credit facility(2)
|
|
493
|
|
|
396
|
|
|
Apache credit facility(2)
|
|
565
|
|
|
—
|
|
|
Finance lease obligations
|
|
38
|
|
|
48
|
|
|
Unamortized discount
|
|
(38
|
)
|
|
(42
|
)
|
|
Debt issuance costs
|
|
(48
|
)
|
|
(53
|
)
|
|
Total debt
|
|
8,817
|
|
|
8,566
|
|
|
Current maturities
|
|
(294
|
)
|
|
(11
|
)
|
|
Long-term debt
|
|
$
|
8,523
|
|
|
$
|
8,555
|
|
|
|
|
|
(1)
|
The fair values of the Company’s notes and debentures were $6.7 billion and $8.4 billion as of June 30, 2020 and December 31, 2019, respectively. Apache 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 amount of borrowings on credit facilities approximates fair value because the interest rates are variable and reflective of market rates.
|
As of June 30, 2020, current debt included $292 million, net of discount, of 3.625% senior notes due February 1, 2021 and $2 million of finance lease obligations. As of December 31, 2019, current debt included $11 million of finance lease obligations.
During the quarter ended June 30, 2020, the Company purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $410 million for an aggregate purchase price of $267 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $147 million. These repurchases resulted in a $140 million net gain on extinguishment of debt, which is included in “Financing costs, net” in the Company’s statement of consolidated operations. The net gain includes an acceleration of related discount and debt issuance costs. The repurchases were financed by borrowings under the Company’s revolving credit facility.
In March 2018, the Company entered into a revolving credit facility with commitments totaling $4.0 billion. In March 2019, the term of this facility was extended by one year to March 2024 (subject to Apache’s remaining one-year extension option) pursuant to Apache’s exercise of an extension option. The Company can increase commitments up to $5.0 billion by adding new lenders or obtaining the consent of any increasing existing lenders. The facility includes a letter of credit subfacility of up to $3.0 billion, of which $2.08 billion was committed as of June 30, 2020. The facility is for general corporate purposes, and available committed borrowing capacity supports Apache’s commercial paper program. As of June 30, 2020, there were $565 million of borrowings and an aggregate £641 million in letters of credit outstanding under this facility. As of December 31, 2019, there were no borrowings or letters of credit outstanding under this facility. The outstanding letters of credit were issued to support North Sea decommissioning obligations, the terms of which required such support after Standard & Poor’s reduced the Company’s credit rating from BBB to BB+ on March 26, 2020.
The Company’s $3.5 billion commercial paper program, which is subject to market availability, facilitates Apache borrowing funds for up to 270 days. As a result of recent downgrades in Apache’s credit ratings, the Company does not expect that its commercial paper program will be cost competitive with its other financing alternatives and does not anticipate using it under such circumstances. As of June 30, 2020 and December 31, 2019, the Company had no commercial paper outstanding.
In November 2018, Altus Midstream LP entered into a revolving credit facility for general corporate purposes that matures in November 2023 (subject to Altus Midstream LP’s two, one-year extension options). The agreement for this facility, as amended, provides aggregate commitments from a syndicate of banks of $800 million. All aggregate commitments include a letter of credit subfacility of up to $100 million and a swingline loan subfacility of up to $100 million. Altus Midstream LP may increase commitments up to an aggregate $1.5 billion by adding new lenders or obtaining the consent of any increasing existing lenders. As of June 30, 2020 and December 31, 2019, there were $493 million and $396 million, respectively, of borrowings outstanding under this facility. As of June 30, 2020 and December 31, 2019, there were no letters of credit outstanding under this facility. The Altus Midstream LP credit facility is unsecured and is not guaranteed by Apache or any of Apache’s other subsidiaries.
Financing Costs, Net
The following table presents the components of Apache’s financing costs, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended June 30,
|
|
For the Six Months Ended June 30,
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
|
(In millions)
|
|
Interest expense
|
|
$
|
107
|
|
|
$
|
109
|
|
|
$
|
214
|
|
|
$
|
216
|
|
|
Amortization of debt issuance costs
|
|
2
|
|
|
1
|
|
|
4
|
|
|
3
|
|
|
Capitalized interest
|
|
(2
|
)
|
|
(9
|
)
|
|
(6
|
)
|
|
(17
|
)
|
|
Loss (gain) on extinguishment of debt
|
|
(140
|
)
|
|
75
|
|
|
(140
|
)
|
|
75
|
|
|
Interest income
|
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
Financing costs, net
|
|
$
|
(34
|
)
|
|
$
|
173
|
|
|
$
|
69
|
|
|
$
|
270
|
|
|
|
|
|
11.
|
COMMITMENTS AND CONTINGENCIES
|
Legal Matters
Apache is party to various legal actions arising in the ordinary course of business, including litigation and governmental and regulatory controls. As of June 30, 2020, the Company has an accrued liability of approximately $19 million for all legal contingencies that are deemed to be probable of occurring and can be reasonably estimated. Apache’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 Apache’s financial position, results of operations, or liquidity after consideration of recorded accruals. For material matters that Apache 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, please see Note 11—Commitments and Contingencies to the consolidated financial statements contained in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Argentine Environmental Claims and Argentina Tariff
No material change in the status of the YPF Sociedad Anónima and Pioneer Natural Resources Company indemnities matter has occurred since the filing of Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Louisiana Restoration
As more fully described in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Louisiana surface owners often file lawsuits or assert claims against oil and gas companies, including Apache, 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 2020, several parishes in Louisiana have pending lawsuits against many oil and gas producers, including Apache. These cases were all removed to federal courts in Louisiana. Some of the cases have been remanded to state court with the remand orders being appealed. 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.
No other material change in the status of these matters has occurred since the filing of Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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 areas of mutual interest agreements concerning properties located in Hartley, Moore, Potter, and Oldham Counties, Texas. The 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 plaintiffs have appealed. No other material change in the status of this matter has occurred since the filing of Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Australian Operations Divestiture Dispute
Pursuant to a Sale and Purchase Agreement dated April 9, 2015 (Quadrant SPA), the Company and its subsidiaries divested their remaining Australian operations to Quadrant Energy Pty Ltd (Quadrant). Closing occurred on June 5, 2015. In April 2017, Apache filed suit against Quadrant for breach of the Quadrant SPA. In its suit, Apache seeks approximately AUD $80 million. In December 2017, Quadrant filed a defense of equitable set-off to Apache’s claim and a counterclaim seeking approximately AUD $200 million in the aggregate. The Company believes that Quadrant’s claims lack merit and will not have a material adverse effect on the Company’s financial position, results of operation, or liquidity.
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 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 purported class seeks approximately $60 million USD and punitive damages. All cases have been stayed pending appellate review by the 9th Circuit Court of Appeals. The Company believes that Plaintiffs’ claims lack merit and will not have a material adverse effect on the Company’s financial position, results of operation, or liquidity.
California Litigation
On July 17, 2017, in three separate actions, San Mateo County, California, Marin County, California, 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, gas, and coal 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 and in a separate action on January 22, 2018, the City of Richmond, filed similar lawsuits against many of the same defendants. On November 14, 2018, the Pacific Coast Federation of Fishermen’s Associations, Inc. also filed a similar lawsuit against many of the same defendants. The Company believes that the claims made against it are baseless and intends to vigorously defend these lawsuits.
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 Company is appealing.
Oklahoma Class Actions
Apache is a party to two class actions in Oklahoma styled Bigie Lee Rhea v. Apache Corporation, Case No. 6:14-cv-00433-JH, and Albert Steven Allen v. Apache Corporation, Case No. CJ-2019-00219. The Rhea case has been certified, and Apache’s appeal of the certification was recently denied. The case includes a class of royalty owners seeking damages in excess of $200 million for alleged breach of the implied covenant to market relating to post-production deductions and alleged NGL uplift value. The Allen case has not been certified and seeks to represent a group of owners who have allegedly received late payments under Oklahoma statutes. The amount of this claim is not yet reasonably determinable. While adverse judgments against the Company are possible, the Company intends to vigorously defend these lawsuits and claims.
Environmental Matters
As of June 30, 2020, the Company had an undiscounted reserve for environmental remediation of approximately $2 million. The Company is not aware of any environmental claims existing as of June 30, 2020 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.
|
|
|
|
12.
|
REDEEMABLE NONCONTROLLING INTEREST - ALTUS
|
Preferred Units Issuance
On June 12, 2019, Altus Midstream LP issued and sold Preferred Units for an aggregate issue price of $625 million in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the Closing). Altus Midstream LP received approximately $611 million in cash proceeds from the sale after deducting transaction costs and discounts to certain purchasers.
Classification
The Preferred Units are accounted for on the Company’s consolidated balance sheets as a redeemable noncontrolling interest classified as temporary equity based on the terms of the Preferred Units, including the redemption rights with respect thereto.
Initial Measurement
Altus recorded the net transaction price of $611 million, calculated as the negotiated transaction price of $625 million, less issue discounts of $4 million and transaction costs totaling $10 million.
Certain redemption features embedded within the terms of the Preferred Units require bifurcation and measurement at fair value. Altus bifurcated and recognized at fair value an embedded derivative related to the Preferred Units at inception of $94 million for a redemption option of the Preferred Unit holders. The derivative is reflected in “Other” within “Deferred Credits and Other Noncurrent Liabilities” on the Company’s consolidated balance sheet at its current fair value of $175 million. The fair value of the embedded derivative, a Level 3 fair value measurement, was based on numerous factors including expected future interest rates using the Black-Karasinski model, Altus’ imputed interest rate, the timing of periodic cash distributions, and dividend yields of the Preferred Units. See Note 4—Derivative Instruments and Hedging Activities for more detail.
The net transaction price was allocated to the preferred redeemable noncontrolling interest and the embedded features according to the associated initial fair value measurements as follows:
|
|
|
|
|
|
|
|
|
|
|
June 12, 2019
|
|
|
|
(In millions)
|
|
Redeemable noncontrolling interest - Altus Preferred Unit Limited Partners
|
|
$
|
517
|
|
|
Preferred Units embedded derivative
|
|
94
|
|
|
|
|
$
|
611
|
|
Subsequent Measurement
Altus applies a two-step approach to subsequent measurement of the redeemable noncontrolling interest related to the Preferred Units by first allocating a portion of the net income of Altus Midstream LP in accordance with the terms of the partnership agreement. An additional adjustment to the carrying value of the Preferred Unit redeemable noncontrolling interest at each period end may be recorded, if applicable. The amount of such adjustment is determined based upon the accreted value method to reflect the passage of time until the Preferred Units are exchangeable at the option of the holder. Pursuant to this method, the net transaction price is accreted using the effective interest method to the Redemption Price calculated at the seventh anniversary of the Closing. The total adjustment is limited to an amount such that the carrying amount of the Preferred Unit redeemable noncontrolling interest at each period end is equal to the greater of (a) the sum of (i) the carrying amount of the Preferred Units, plus (ii) the fair value of the embedded derivative liability and (b) the accreted value of the net transaction price.
Activity related to the Preferred Units during the six months ended June 30, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units Outstanding
|
|
Financial Position(1)
|
|
|
|
(In millions, except unit data)
|
|
Redeemable noncontrolling interest - Altus Preferred Unit Limited Partners: at December 31, 2019
|
|
638,163
|
|
|
$
|
555
|
|
|
Distribution of in-kind additional Preferred Units
|
|
22,531
|
|
|
—
|
|
|
Allocation of Altus Midstream LP net income
|
|
N/A
|
|
|
37
|
|
|
Redeemable noncontrolling interest - Altus Preferred Unit Limited Partners: at June 30, 2020
|
|
660,694
|
|
|
592
|
|
|
Preferred Units embedded derivative
|
|
|
|
175
|
|
|
|
|
|
|
$
|
767
|
|
|
|
|
|
(1)
|
As at June 30, 2020, the aggregate Redemption Price was $701 million, based on an internal rate of return of 11.5 percent.
|
N/A - not applicable.
Net Loss per Common Share
A reconciliation of the components of basic and diluted net loss per common share for the periods presented in the consolidated financial statements is shown in the tables below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended June 30,
|
|
|
|
2020
|
|
2019
|
|
|
|
Loss
|
|
Shares
|
|
Per Share
|
|
Loss
|
|
Shares
|
|
Per Share
|
|
|
|
(In millions, except per share amounts)
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to common stock
|
|
$
|
(386
|
)
|
|
378
|
|
|
$
|
(1.02
|
)
|
|
$
|
(360
|
)
|
|
377
|
|
|
$
|
(0.96
|
)
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and other
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to common stock
|
|
$
|
(386
|
)
|
|
378
|
|
|
$
|
(1.02
|
)
|
|
$
|
(360
|
)
|
|
377
|
|
|
$
|
(0.96
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
2020
|
|
2019
|
|
|
|
Loss
|
|
Shares
|
|
Per Share
|
|
Loss
|
|
Shares
|
|
Per Share
|
|
|
|
(In millions, except per share amounts)
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to common stock
|
|
$
|
(4,866
|
)
|
|
378
|
|
|
$
|
(12.88
|
)
|
|
$
|
(407
|
)
|
|
376
|
|
|
$
|
(1.08
|
)
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and other
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to common stock
|
|
$
|
(4,866
|
)
|
|
378
|
|
|
$
|
(12.88
|
)
|
|
$
|
(407
|
)
|
|
376
|
|
|
$
|
(1.08
|
)
|
The diluted earnings per share calculation excludes options and restricted stock units that were anti-dilutive totaling 5.2 million and 5.0 million for the quarters ended June 30, 2020 and 2019, respectively, and 5.4 million and 5.3 million for the six months ended June 30, 2020 and 2019, respectively. The impact to net loss attributable to common stock on an assumed conversion of the Preferred Units was anti-dilutive for each of the quarter and six months ended June 30, 2020.
Common Stock Dividends
For the quarters ended June 30, 2020 and 2019, Apache paid $10 million and $94 million, respectively, in dividends on its common stock. For the six months ended June 30, 2020 and 2019, Apache paid $104 million and $188 million, respectively. In the first quarter of 2020, Apache’s Board of Directors approved a reduction in the Company’s quarterly dividend per share from $0.25 to $0.025, effective for all dividends payable after March 12, 2020.
Stock Repurchase Program
In 2013 and 2014, Apache’s Board of Directors authorized the purchase of up to 40 million shares of the Company’s common stock. Shares may be purchased either in the open market or through privately held negotiated transactions. The Company initiated the buyback program on June 10, 2013, and through June 30, 2020, had repurchased a total of 40 million shares at an average price of $79.18 per share. During the fourth quarter of 2018, the Company’s Board of Directors authorized the purchase of up to 40 million additional shares of the Company’s common stock. The Company is not obligated to acquire any specific number of shares and did not purchase any shares during the six months ended June 30, 2020.
|
|
|
|
14.
|
BUSINESS SEGMENT INFORMATION
|
As of June 30, 2020, Apache is engaged in exploration and production (Upstream) activities across three operating segments: Egypt, North Sea, and the U.S. Apache also has exploration interests in Suriname and other international locations that may, over time, result in reportable discoveries and development opportunities. Apache’s Upstream business explores for, develops, and produces natural gas, crude oil and natural gas liquids. Apache’s midstream business is operated by Altus, which owns, develops, and operates a midstream energy asset network in the Permian Basin of West Texas, anchored by midstream service contracts to Apache’s production from its Alpine High resource play. Financial information for each segment is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Egypt(1)
|
|
North Sea
|
|
U.S.
|
|
Altus
|
|
Intersegment Eliminations & Other
|
|
Total(2)
|
|
|
|
Upstream
|
|
Midstream
|
|
|
|
|
|
(In millions)
|
|
For the Quarter Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil revenues
|
|
$
|
187
|
|
|
$
|
128
|
|
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
513
|
|
|
Natural gas revenues
|
|
70
|
|
|
7
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
Natural gas liquids revenues
|
|
1
|
|
|
3
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
Oil, natural gas, and natural gas liquids production revenues
|
|
258
|
|
|
138
|
|
|
301
|
|
|
—
|
|
|
—
|
|
|
697
|
|
|
Purchased oil and gas sales
|
|
—
|
|
|
—
|
|
|
54
|
|
|
1
|
|
|
—
|
|
|
55
|
|
|
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
(31
|
)
|
|
—
|
|
|
|
|
258
|
|
|
138
|
|
|
355
|
|
|
32
|
|
|
(31
|
)
|
|
752
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
98
|
|
|
75
|
|
|
90
|
|
|
—
|
|
|
1
|
|
|
264
|
|
|
Gathering, processing, and transmission
|
|
13
|
|
|
11
|
|
|
70
|
|
|
10
|
|
|
(32
|
)
|
|
72
|
|
|
Purchased oil and gas costs
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
Taxes other than income
|
|
—
|
|
|
—
|
|
|
20
|
|
|
3
|
|
|
—
|
|
|
23
|
|
|
Exploration
|
|
22
|
|
|
15
|
|
|
31
|
|
|
—
|
|
|
4
|
|
|
72
|
|
|
Depreciation, depletion, and amortization
|
|
158
|
|
|
79
|
|
|
178
|
|
|
3
|
|
|
—
|
|
|
418
|
|
|
Asset retirement obligation accretion
|
|
—
|
|
|
18
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
27
|
|
|
Impairments
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
|
|
311
|
|
|
198
|
|
|
443
|
|
|
17
|
|
|
(27
|
)
|
|
942
|
|
|
Operating Income (Loss)(3)
|
|
$
|
(53
|
)
|
|
$
|
(60
|
)
|
|
$
|
(88
|
)
|
|
$
|
15
|
|
|
$
|
(4
|
)
|
|
(190
|
)
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instrument losses, net
|
|
|
|
|
|
|
|
|
|
|
|
(175
|
)
|
|
Other, net
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(94
|
)
|
|
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
34
|
|
|
Loss Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(416
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Egypt(1)
|
|
North Sea
|
|
U.S.
|
|
Altus
|
|
Intersegment Eliminations & Other
|
|
Total(2)
|
|
|
|
Upstream
|
|
Midstream
|
|
|
|
|
|
(In millions)
|
|
For the Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil revenues
|
|
$
|
520
|
|
|
$
|
399
|
|
|
$
|
626
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,545
|
|
|
Natural gas revenues
|
|
135
|
|
|
26
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
Natural gas liquids revenues
|
|
4
|
|
|
10
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
Oil, natural gas, and natural gas liquids production revenues
|
|
659
|
|
|
435
|
|
|
839
|
|
|
—
|
|
|
—
|
|
|
1,933
|
|
|
Purchased oil and gas sales
|
|
—
|
|
|
—
|
|
|
162
|
|
|
1
|
|
|
—
|
|
|
163
|
|
|
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
(72
|
)
|
|
—
|
|
|
|
|
659
|
|
|
435
|
|
|
1,001
|
|
|
73
|
|
|
(72
|
)
|
|
2,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
210
|
|
|
156
|
|
|
233
|
|
|
—
|
|
|
—
|
|
|
599
|
|
|
Gathering, processing, and transmission
|
|
23
|
|
|
27
|
|
|
145
|
|
|
20
|
|
|
(72
|
)
|
|
143
|
|
|
Purchased oil and gas costs
|
|
—
|
|
|
—
|
|
|
131
|
|
|
1
|
|
|
—
|
|
|
132
|
|
|
Taxes other than income
|
|
—
|
|
|
—
|
|
|
49
|
|
|
7
|
|
|
—
|
|
|
56
|
|
|
Exploration
|
|
40
|
|
|
17
|
|
|
66
|
|
|
—
|
|
|
6
|
|
|
129
|
|
|
Depreciation, depletion, and amortization
|
|
319
|
|
|
188
|
|
|
471
|
|
|
6
|
|
|
—
|
|
|
984
|
|
|
Asset retirement obligation accretion
|
|
—
|
|
|
36
|
|
|
16
|
|
|
2
|
|
|
—
|
|
|
54
|
|
|
Impairments
|
|
529
|
|
|
7
|
|
|
3,956
|
|
|
—
|
|
|
—
|
|
|
4,492
|
|
|
|
|
1,121
|
|
|
431
|
|
|
5,067
|
|
|
36
|
|
|
(66
|
)
|
|
6,589
|
|
|
Operating Income (Loss)(3)
|
|
$
|
(462
|
)
|
|
$
|
4
|
|
|
$
|
(4,066
|
)
|
|
$
|
37
|
|
|
$
|
(6
|
)
|
|
(4,493
|
)
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on divestitures
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
Derivative instrument losses, net
|
|
|
|
|
|
|
|
|
|
|
|
(278
|
)
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(162
|
)
|
|
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(37
|
)
|
|
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(69
|
)
|
|
Loss Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(4,982
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets(4)
|
|
$
|
3,098
|
|
|
$
|
2,339
|
|
|
$
|
5,821
|
|
|
$
|
1,627
|
|
|
$
|
114
|
|
|
$
|
12,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Egypt(1)
|
|
North Sea
|
|
U.S.
|
|
Altus
|
|
Intersegment Eliminations & Other
|
|
Total(2)
|
|
|
|
Upstream
|
|
Midstream
|
|
|
|
|
|
(In millions)
|
|
For the Quarter Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil revenues
|
|
$
|
523
|
|
|
$
|
337
|
|
|
$
|
537
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,397
|
|
|
Natural gas revenues
|
|
70
|
|
|
18
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
Natural gas liquids revenues
|
|
3
|
|
|
5
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
Oil, natural gas, and natural gas liquids production revenues
|
|
596
|
|
|
360
|
|
|
642
|
|
|
—
|
|
|
—
|
|
|
1,598
|
|
|
Purchased oil and gas sales
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
(24
|
)
|
|
—
|
|
|
|
|
596
|
|
|
360
|
|
|
660
|
|
|
24
|
|
|
(24
|
)
|
|
1,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
132
|
|
|
92
|
|
|
166
|
|
|
—
|
|
|
(1
|
)
|
|
389
|
|
|
Gathering, processing, and transmission
|
|
10
|
|
|
11
|
|
|
64
|
|
|
14
|
|
|
(23
|
)
|
|
76
|
|
|
Purchased oil and gas costs
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
Taxes other than income
|
|
—
|
|
|
—
|
|
|
42
|
|
|
4
|
|
|
—
|
|
|
46
|
|
|
Exploration
|
|
30
|
|
|
1
|
|
|
59
|
|
|
—
|
|
|
5
|
|
|
95
|
|
|
Depreciation, depletion, and amortization
|
|
174
|
|
|
99
|
|
|
320
|
|
|
9
|
|
|
—
|
|
|
602
|
|
|
Asset retirement obligation accretion
|
|
—
|
|
|
18
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
Impairments
|
|
—
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
|
|
346
|
|
|
221
|
|
|
914
|
|
|
27
|
|
|
(19
|
)
|
|
1,489
|
|
|
Operating Income (Loss)(3)
|
|
$
|
250
|
|
|
$
|
139
|
|
|
$
|
(254
|
)
|
|
$
|
(3
|
)
|
|
$
|
(5
|
)
|
|
127
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on divestitures
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
Derivative instrument losses, net
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(102
|
)
|
|
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(173
|
)
|
|
Loss Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(152
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Egypt(1)
|
|
North Sea
|
|
U.S.
|
|
Altus
|
|
Intersegment Eliminations & Other
|
|
Total(2)
|
|
|
|
Upstream
|
|
Midstream
|
|
|
|
|
|
(In millions)
|
|
For the Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil revenues
|
|
$
|
1,037
|
|
|
$
|
637
|
|
|
$
|
1,033
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,707
|
|
|
Natural gas revenues
|
|
151
|
|
|
50
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
354
|
|
|
Natural gas liquids revenues
|
|
7
|
|
|
11
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
191
|
|
|
Oil, natural gas, and natural gas liquids production revenues
|
|
1,195
|
|
|
698
|
|
|
1,359
|
|
|
—
|
|
|
—
|
|
|
3,252
|
|
|
Purchased oil and gas sales
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(58
|
)
|
|
—
|
|
|
|
|
1,195
|
|
|
698
|
|
|
1,401
|
|
|
58
|
|
|
(58
|
)
|
|
3,294
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
250
|
|
|
164
|
|
|
342
|
|
|
—
|
|
|
(2
|
)
|
|
754
|
|
|
Gathering, processing, and transmission
|
|
22
|
|
|
23
|
|
|
145
|
|
|
30
|
|
|
(56
|
)
|
|
164
|
|
|
Purchased oil and gas costs
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
Taxes other than income
|
|
—
|
|
|
—
|
|
|
91
|
|
|
6
|
|
|
—
|
|
|
97
|
|
|
Exploration
|
|
62
|
|
|
2
|
|
|
92
|
|
|
—
|
|
|
8
|
|
|
164
|
|
|
Depreciation, depletion, and amortization
|
|
361
|
|
|
198
|
|
|
673
|
|
|
16
|
|
|
—
|
|
|
1,248
|
|
|
Asset retirement obligation accretion
|
|
—
|
|
|
37
|
|
|
15
|
|
|
1
|
|
|
—
|
|
|
53
|
|
|
Impairments
|
|
—
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
|
|
695
|
|
|
424
|
|
|
1,635
|
|
|
53
|
|
|
(50
|
)
|
|
2,757
|
|
|
Operating Income (Loss)(3)
|
|
$
|
500
|
|
|
$
|
274
|
|
|
$
|
(234
|
)
|
|
$
|
5
|
|
|
$
|
(8
|
)
|
|
537
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
Derivative instrument losses, net
|
|
|
|
|
|
|
|
|
|
|
|
(38
|
)
|
|
Other, net
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(225
|
)
|
|
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(270
|
)
|
|
Income Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets(4)
|
|
$
|
4,035
|
|
|
$
|
2,568
|
|
|
$
|
12,710
|
|
|
$
|
2,434
|
|
|
$
|
59
|
|
|
$
|
21,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes revenue from non-customers of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended June 30,
|
|
For the Six Months Ended June 30,
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
|
(In millions)
|
|
Oil
|
|
$
|
(18
|
)
|
|
$
|
111
|
|
|
$
|
27
|
|
|
$
|
218
|
|
|
Natural gas
|
|
—
|
|
|
9
|
|
|
3
|
|
|
21
|
|
|
Natural gas liquids
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
(2)
|
Includes a noncontrolling interest in Egypt and Altus.
|
|
|
|
|
(3)
|
The operating income (loss) of U.S. and Egypt includes leasehold and other asset impairments totaling $29 million and $22 million, respectively, for the second quarter of 2020. The operating income of U.S., Egypt, and North Sea includes leasehold and other asset impairments totaling $4.0 billion, $533 million, and $7 million, respectively, for the first six months of 2020. The operating income of U.S. and Egypt includes leasehold and other asset impairments totaling $277 million and $2 million, respectively, for the second quarter of 2019. The operating income of U.S. and Egypt includes leasehold and other asset impairments totaling $298 million and $4 million, respectively, for the first six months of 2019.
|
|
|
|
|
(4)
|
Intercompany balances are excluded from total assets.
|