Annual Report of Employee Stock Plans (11-k)

Date : 06/21/2019 @ 8:09PM
Source : Edgar (US Regulatory)
Stock : Apache Corporation (APA)
Quote : 20.84  0.0 (0.00%) @ 9:00AM

Annual Report of Employee Stock Plans (11-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
___________________________ 
FORM 11-K
 _______________________
 
(Mark One):
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
Or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                      
Commission file number 1-4300
 
 
 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
Apache Corporation 401(k) Savings Plan
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
 
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400


Apache Corporation 401(k) Savings Plan

Financial Statements and Supplemental Schedule
As of December 31, 2018 and 2017 and for the Year Ended December 31, 2018



Report of Independent Registered Public Accounting Firm

To the Retirement Plan Advisory Committee and Plan Participants
Apache Corporation 401(k) Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Apache Corporation 401(k) Savings Plan (the Plan) as of December 31, 2018 and 2017 , and the related statement of changes in net assets available for benefits for the year ended December 31, 2018 , and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017 , and the changes in net assets available for benefits for the year ended December 31, 2018 , in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of Plan management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As a part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplementary Information

The supplementary information in the accompanying schedule of assets (held at end of year) as of December 31, 2018 , has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplementary information is the responsibility of Plan management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplementary information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules is fairly stated in all material respects in relation to the financial statements as a whole.


/s/ Weaver and Tidwell, L.L.P.


WEAVER AND TIDWELL, L.L.P.

We have served as the Plan’s auditor since 2017.


Houston, Texas
June 21, 2019

1

Apache Corporation 401(k) Savings Plan

Statements of Net Assets Available for Benefits
 
 
 
December 31,
 
 
2018
 
2017
Assets
 
 
 
 
Receivables:
 
 
 
 
Notes receivable from participants
 
$
5,944,024

 
$
5,530,734

Contribution receivable
 
1,078,507

 

Total receivables
 
7,022,531

 
5,530,734

Investments, at fair value
 
552,699,028

 
604,514,113

Net assets available for benefits
 
$
559,721,559

 
$
610,044,847

See accompanying notes.

2

Apache Corporation 401(k) Savings Plan

Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2018
 
Additions:
 
 
Employer contributions
 
$
23,332,101

Participant contributions
 
26,844,580

Rollover contributions
 
4,329,305

Roth contributions
 
3,010,184

Investment income
 
21,896,620

Interest income on notes receivable from participants
 
283,317

Other income
 
412,019

Total additions
 
80,108,126

Deductions:
 
 
Benefits paid to participants
 
61,058,654

Net depreciation in fair value of investments
 
68,672,360

Administrative fees
 
700,400

Total deductions
 
130,431,414

Net decrease
 
(50,323,288
)
Net assets available for benefits at:
 
 
Beginning of year
 
610,044,847

End of year
 
$
559,721,559

See accompanying notes.

3

Apache Corporation 401(k) Savings Plan

Notes to Financial Statements
December 31, 2018 and 2017
1. Description of Plan
The following description of the Apache Corporation 401(k) Savings Plan (the Plan) is provided only for general information purposes. Participants should refer to the Summary Plan Description for more complete information, a copy of which is available from Apache Corporation (the Company or Employer) or is accessible through the Company’s intranet site.
The Plan is a defined contribution plan, open to all eligible categories of employees and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Upon enrollment in the Plan, participants may elect to contribute up to 50 percent of their eligible compensation and will receive Company matching contributions equal to 100 percent of the first eight percent of their contributions. New employees eligible for participation in the Plan are automatically enrolled with a deferral percentage of eight percent and a default investment election to a BlackRock LifePath target date fund as determined by the participant’s date of birth, unless the employee elects not to participate or elects a different deferral percentage or fund option. Participants may also contribute amounts representing rollover distributions from other qualified plans. Participants direct the investment of all contributions to their accounts into various fund options offered by the Plan. Only participant contributions are eligible to be invested in the self-directed brokerage account.
Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of (a) the Employer’s contribution and (b) Plan earnings. Participant accounts are charged with an allocation of administrative expenses. Allocations are based on participant earnings, account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants are fully vested in their contributions and all related earnings. Vesting in the employer contribution portion of their accounts and related earnings is based on years of credited service. A participant becomes 20 percent vested after the completion of one year of service and continues to vest 20 percent per year, becoming fully vested after completion of five years of credited service. A participant also becomes fully vested in the event of disability or death, or upon reaching the age of 65. Forfeitures of unvested accounts may be used by the Company to reduce future employer contributions to the Plan or to pay administrative expenses of the Plan. At December 31, 2018 and 2017 , forfeited nonvested accounts totaled $594,198 and $33,213, respectively. These accounts will be used to reduce future Company contributions and to pay Plan expenses. During 2018 and 2017 , Company contributions were reduced by $800,000 and $1,386,512, respectively, from forfeited nonvested accounts.
Notes Receivable from Participants
Participants may borrow from their contributions a minimum of $500. The maximum amount a participant may borrow from their contributions is the lesser of either: (i) $50,000, less the participant’s highest outstanding loan balance during the preceding 12 months, or (ii) 50 percent of their vested account balance. Loans are charged at a rate of interest equal to the current prime lending rate plus one percent and must generally be repaid through payroll deductions within four years.
Benefit Payments
Participants are eligible to receive lump-sum benefits equal to the vested value of their account in the event of retirement, disability, death, or termination of employment.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.

4

Apache Corporation 401(k) Savings Plan
Notes to Financial Statements (Continued)


Administrative Expenses
Certain administrative expenses of maintaining the Plan are paid by the Plan, unless otherwise paid by the Company. Expenses that are paid by the Company are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment related expenses are included within net depreciation in fair value of investments.
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on an accrual basis in accordance with U.S. generally accepted accounting principles (GAAP). Benefit payments are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts in the financial statements, accompanying notes, and supplemental schedule. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Fidelity Management Trust Company (FMTC) serves as the Plan’s trustee and holds all investments of the Plan, except for the self-directed brokerage account, which is held by Fidelity Brokerage Services. The brokerage account consists primarily of common stock, mutual funds, and short-term investments.
Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for further discussion of fair value measurements.
The short-term investments are stated at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net depreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Participant loans are recorded on the financial statements as notes receivable from participants at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2018 and 2017 . If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Risks and Uncertainties
The Plan provides for investments in securities which, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements. The ASU modifies the disclosure requirements on fair value measurements in Accounting Standards Codification (ASC) Topic 820. The ASU is effective for all reporting periods beginning after December 15, 2019, with early adoption permitted. An entity may elect to early adopt any removed or modified disclosures upon issuance of this update and delay the adoption of the additional disclosures until the effective date. The Company has elected to early adopt this ASU; however, it did not have a material effect on the Plan's financial statements.

5

Apache Corporation 401(k) Savings Plan
Notes to Financial Statements (Continued)


3. Investments
All investment information disclosed in the accompanying financial statements and supplemental schedule, including investments held at December 31, 2018 and 2017 , and investment income and net depreciation in fair value of investments for the year ended December 31, 2018 , was obtained or derived from information provided to the plan administrator and certified as complete and accurate by FMTC.
4. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
quoted prices for similar assets and liabilities in active markets;
quoted prices for identical or similar assets or liabilities in markets that are not active;
observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals); and
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety.
The Plan’s valuation methodology used to measure the fair values of corporate stock and mutual funds were derived from quoted market prices as these instruments have active markets. Common collective trust funds are measured at net asset value as determined by the issuer. The net asset value is used as a practical expedient to estimate fair value.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value:
 
 
Assets at Fair Value as of December 31, 2018
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Company stock
 
$
25,917,045

 
$

 
$

 
$
25,917,045

Mutual funds
 
491,339,194

 

 

 
491,339,194

Brokerage link
 
12,796,939

 

 

 
12,796,939

 
 
$
530,053,178

 
$

 
$

 
$
530,053,178

Investments measured at net asset value:
 
 
 
 
 
 
 
 
Stable value fund (a)
 
 
 
 
 
 
 
22,645,850

Total assets at fair value
 
 
 
 
 
 
 
$
552,699,028

 
 
 
 
 
 
 
 
 
 
 
Assets at Fair Value as of December 31, 2017
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Company stock
 
$
46,484,347

 
$

 
$

 
$
46,484,347

Mutual funds
 
521,838,479

 

 

 
521,838,479

Brokerage link
 
14,104,752

 

 

 
14,104,752

 
 
$
582,427,578

 
$

 
$

 
$
582,427,578

Investments measured at net asset value:
 
 
 
 
 
 
 
 
Stable value fund (a)
 
 
 
 
 
 
 
22,086,535

Total assets at fair value
 
 
 
 
 
 
 
$
604,514,113


6

Apache Corporation 401(k) Savings Plan
Notes to Financial Statements (Continued)


(a)
This category comprises a common collective trust fund (Fidelity Managed Income Portfolio). This fund is primarily invested in guaranteed investment contracts and synthetic investment contracts. Participant-directed redemptions have no restrictions; however, the Plan is required to provide a one-year redemption notice to liquidate its entire share in the fund.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated January 28, 2015, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2018 , there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
6. Related-Party Transactions
Certain investments of the Plan are managed by Fidelity Investments. FMTC is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets are invested in the Company’s common stock. Because the Company is the Plan sponsor, transactions involving the Company’s common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules under ERISA.
7. Subsequent Events
Plan management has evaluated subsequent events for the Plan through June 21, 2019 , the date the financial statements were available to be issued.


7













SUPPLEMENTAL SCHEDULE














Apache Corporation 401(k) Savings Plan

Schedule H, Line 4(i) – Schedule of Assets (Held At End of Year)
EIN: 41-0747868 PN: 002
December 31, 2018
 
Identity of Issue, Borrower, Lessor, or Similar Party
Description of Investment
Current Value (1)
 
 
 
* Apache Corporation
987,316 shares of common stock
$
25,917,045

* Fidelity Investments
Fidelity Puritan Fund K
11,339,495

* Fidelity Investments
Fidelity Cash Reserves Fund
5,057,577

* Fidelity Investments
Fidelity Select Gold Portfolio
345,715

* Fidelity Investments
Fidelity Intermediate Bond Fund
20,551,182

* Fidelity Investments
Fidelity Blue Chip Growth Fund K6
33,728,697

* Fidelity Investments
Fidelity Global ex U.S. Index Fund
4,883,156

* Fidelity Investments
Fidelity Growth Company Fund K
47,779,185

* Fidelity Investments
Fidelity Managed Income Portfolio
22,645,850

* Fidelity Investments
Fidelity 500 Index Fund
66,697,314

* Fidelity Investments
Fidelity Small Cap Index Fund
9,801,768

* Fidelity Investments
Fidelity Low-Priced Stock Fund K6
27,294,757

* Fidelity Investments
Fidelity Real Estate Fund
3,853,658

* Fidelity Investments
Fidelity Investments Money Market Treasury
19,317,946

* Fidelity Investments
Fidelity US Bond Index
6,944,272

* Fidelity Investments
Fidelity Mid Cap Index Fund
5,803,776

BlackRock
BlackRock LifePath Index Retirement Fund
8,428,518

BlackRock
BlackRock LifePath Index 2020 Fund
17,328,374

BlackRock
BlackRock LifePath Index 2025 Fund
22,884,861

BlackRock
BlackRock LifePath Index 2030 Fund
18,935,241

BlackRock
BlackRock LifePath Index 2035 Fund
14,888,503

BlackRock
BlackRock LifePath Index 2040 Fund
17,703,794

BlackRock
BlackRock LifePath Index 2045 Fund
17,401,969

BlackRock
BlackRock LifePath Index 2050 Fund
16,946,899

BlackRock
BlackRock LifePath Index 2055 Fund
10,173,144

BlackRock
BlackRock LifePath Index 2060 Fund
1,401,560

Ariel Mutual Funds
Ariel Appreciation Fund
9,169,361

Invesco
Invesco Comstock Fund
17,151,443

Loomis Sayles
Loomis Sayles Core Plus Bond Fund
13,121,529

MFS Fund Distributors, Inc.
MFS International New Discovery Fund
13,920,048

American Beacon
American Beacon Small Cap Value Fund
7,848,073

Morgan Stanley
Morgan Stanley Institutional Fund, Inc. – International Equity Portfolio
20,637,379

* Fidelity Brokerage link
Self-directed brokerage account
12,796,939

* Notes Receivable from Participants
Varying maturity dates and interest rates ranging from 4.25% to 6.25%
5,944,024

 
 
$
558,643,052

 
*
Party-in-interest
(1)
Cost is not applicable as all investments are participant-directed


9


SIGNATURES
The Plan . Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
Apache Corporation 401(k) Savings Plan
 
 
 
 
 
 
 
(Name of Plan)
 
 
 
Date:
June 21, 2019
 
 
/s/ Dominic Ricotta
 
 
 
 
Dominic Ricotta, Chairperson
 
 
 
 
Retirement Plan Advisory Committee



INDEX TO EXHIBITS
 
 
 
 
Exhibit
No.
  
Description
 
 
23.1
  
Consent of Weaver and Tidwell L.L.P.


Apache (NYSE:APA)
Historical Stock Chart

1 Year : From Aug 2018 to Aug 2019

Click Here for more Apache Charts.

Apache (NYSE:APA)
Intraday Stock Chart

Today : Monday 19 August 2019

Click Here for more Apache Charts.

Latest APA Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.