UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

 

Commission file number 1-4300

 

APACHE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

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

(Address of principal executive offices)

Registrant’s telephone number, including area code (713) 296-6000

 

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

 

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.625 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or Section 15(d) of the Act.  Yes o     No þ

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule-405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

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

 

(Do not check if a smaller reporting company)

 

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

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of registrant’s proxy statement relating to registrant’s 2010 annual meeting of stockholders have been incorporated by reference in Part II and Part III of this annual report on Form 10-K.

 

 

TABLE OF CONTENTS

 

DESCRIPTION

 

DEFINITIONS

 

All defined terms under Rule 4-10(a) of Regulation S-X shall have their statutorily prescribed meanings when used in this report. As used in this document:

 

“3-D” means three-dimensional.

 

“B/d” means barrels of oil or natural gas liquids per day.

 

“Bbl” or “Bbls” means barrel or barrels of oil.

 

“Bcf” means billion cubic feet.

 

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

 

“Boe/d” means boe per day.

 

“Btu” means a British thermal unit, a measure of heating value, which is approximately equal to one Mcf.

 

“LIBOR” means London Interbank Offered Rate.

 

“LNG” means liquefied natural gas.

 

“Mb/d” means Mbbls per day.

 

“Mbbls” means thousand barrels of oil.

 

“Mboe” means thousand boe.

 

“Mboe/d” means Mboe per day.

 

“Mcf” means thousand cubic feet of natural gas.

 

“Mcf/d” means Mcf per day.

 

“MMbbls” means million barrels of oil.

 

“MMboe” means million boe.

 

“MMBtu” means million Btu.

 

“MMBtu/d” means MMBtu per day.

 

“MMcf” means million cubic feet of natural gas.

 

“MMcf/d” means MMcf per day.

 

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

 

“NYMEX” means New York Mercantile Exchange.

 

“Oil” includes crude oil and condensate.

 

“PUD” means proved undeveloped.

 

“SEC” means United States Securities and Exchange Commission.

 

“Tcf” means trillion cubic feet.

 

“U.K.” means United Kingdom.

 

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

 

General

 

Apache Corporation, a Delaware corporation formed in 1954, is an independent energy company that explores for, develops and produces natural gas, crude oil and natural gas liquids. In North America, our exploration and production interests are focused in the Gulf of Mexico, the Gulf Coast, East Texas, the Permian Basin, the Anadarko Basin and the Western Sedimentary Basin of Canada. Outside of North America, we have exploration and production interests onshore Egypt, offshore Western Australia, offshore the U.K. in the North Sea (North Sea), and onshore Argentina. We also have exploration interests on the Chilean side of the island of Tierra del Fuego. Our common stock, par value $0.625 per share, has been listed on the New York Stock Exchange (NYSE) since 1969, on the Chicago Stock Exchange (CHX) since 1960, and on the NASDAQ National Market (NASDAQ) since 2004. On May 19, 2009, we filed certifications of our compliance with the listing standards of the NYSE and the NASDAQ, including our principal executive officer’s certification of compliance with the NYSE standards. Through our website, www.apachecorp.com, you can access, free of charge, electronic copies of the charters of the committees of our Board of Directors, other documents related to Apache’s corporate governance (including our Code of Business Conduct and Governance Principles) and documents Apache files with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Included in our annual and quarterly reports are the certifications of our principal executive officer and our principal financial officer that are required by applicable laws and regulations. Access to these electronic filings is available as soon as reasonably practicable after we file such material with, or furnish it to, the SEC. You may also request printed copies of our committee charters or other governance documents free of charge by writing to our corporate secretary at the address on the cover of this report. Our reports filed with the SEC are also made available to read and copy at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C., 20549. You may obtain information about the Public Reference Room by contacting the SEC at 1-800-SEC-0330. Reports filed with the SEC are also made available on its website at www.sec.gov. From time to time, we also post announcements, updates and investor information on our website in addition to copies of all recent press releases.

 

We hold interests in many of our United States (U.S.), Canadian and other international properties through subsidiaries, including Apache Canada Ltd., DEK Energy Company (DEKALB), Apache Energy Limited (AEL), Apache North America, Inc. and Apache Overseas, Inc. Properties to which we refer in this document may be held by those subsidiaries. We treat all operations as one line of business. References to “Apache” or the “Company” include Apache Corporation and its consolidated subsidiaries unless otherwise specifically stated.

 

Growth Strategy

 

Apache’s mission is to grow a profitable upstream oil and gas company for the long-term benefit of our shareholders. Apache’s long-term perspective has many dimensions, with the following core principles:

 

 

Throughout the cycles of our industry, these strategies have underpinned our ability to deliver long-term production and reserve growth and achieve competitive investment rates of return for the benefit of our shareholders. We have increased reserves 22 out of the last 24 years and production 29 out of the past 31 years, a testament to our consistency over the long-term.

 

Portfolio of Assets

 

We own a portfolio of assets in core areas that provide opportunities for growth through drilling, supplemented by occasional strategic acquisitions. Over the last two decades, we have assembled a large acreage position and

production base outside the United States that provide additional geologic and geographic opportunities, diversifying risk, and provide exposure to larger reserve targets, which fuel production and reserve growth. We now have exploration and production operations in six countries, spanning five continents: the Gulf Coast and Central regions in the United States (U.S.), Canada, Egypt, the North Sea, Australia and Argentina. We also have exploration interests in Chile located adjacent to our Argentine operations on the Chilean side of the island of Tierra del Fuego.

 

Each of our producing regions has achieved an economy of scale that leads to cost effective production and sustainable, lower-risk, repeatable drilling opportunities. The net cash provided by operating activities (cash flow) generated by our current production base and our 33 million gross acres across the globe provide the ability to pursue new exploration targets while developing our previous exploration discoveries. Those developments will fund the next round of exploration activities and development programs.

 

We manage our investments giving consideration to geography, reserve life and hydrocarbon mix.

 

 

Financial Flexibility and a Strong Balance Sheet

 

Apache’s financial flexibility is the result of years of hard work and discipline. This flexibility permits us to pursue higher-risk, higher-reward exploration targets, to develop large-scale facilities required to produce previous exploration discoveries and, when appropriate, to supplement our drilling and exploration programs with value-creating acquisitions.

 

Given the turmoil in the commodity markets and nearly unprecedented global financial crisis at the outset of the year, Apache’s primary objective for 2009 was to live within our cash flow and preserve our financial flexibility. To ensure we lived within cash flow, we reduced our 2009 activity and invested $4.1 billion, 39 percent below 2008 levels.

 

Apache grew production nine percent and generated $4.2 billion in cash flow in 2009 in spite of curtailed capital spending. We exited 2009 with a debt-to-capitalization ratio of 24 percent, just over $2 billion of cash and $2.3 billion in available committed borrowing capacity. We also believe our single-A debt ratings provide a competitive advantage in accessing capital markets.

 

Optimize Returns on Invested Capital

 

We focus on optimizing returns on invested capital through strict cost control and the creative application of technology.

 

Our management systems provide a uniform process of measuring success across Apache. Our management systems incentivize high rate-of-return activities but allow for appropriate risk-taking to drive future growth. Results of operations and rates of return on invested capital are measured monthly, reviewed with management quarterly and utilized to determine annual performance awards. We monitor capital allocations, at least quarterly, through a disciplined and focused process that includes analyzing current economic conditions, expected rates of return on proposed development and exploration drilling targets, opportunities for tactical acquisitions or, occasionally, new core areas that could enhance our portfolio.

 

We also use technology to optimize our rates of return by reducing risk, decreasing drilling time and costs, and maximizing recoveries from reservoirs. Additionally, Apache scientists and engineers have been granted numerous

patents for a range of inventions, from systems used for interpreting seismic data or processing well logs to improvements in drilling and completion techniques.

 

One such example is a manifold invented for development of our Horn River Shale gas play in northeast British Columbia, where Apache is employing pad-drilling technology. Apache engineers developed and applied for a patent for a manifold that will connect all 16 horizontal wells on a single pad, driving down costs by reducing non-productive time on our 24-hour-a-day hydraulic fracturing operations. This technology will increase Apache’s rate of return on potentially thousands of future wells across our leasehold.

 

At our Forties field, Apache is using techniques that bring together many sources of data to give an accurate view of the current state of the field and identify likely places to find unswept oil deposits. Four-dimensional modeling, which uses reservoir-engineering data and a series of three-dimensional seismic surveys, is utilized by Apache to create a time-lapse picture that shows where oil remains after 35 years of production. The latest model of the reservoir highlighted the potential for stranded oil accumulations in close proximity to the Charlie platform and helped Apache’s technical teams identify the Charlie 6-3 target drilled in 2009. The well came on production at 10,500 b/d — the field’s highest initial production rate from a new well since 1994.

 

For a more in-depth discussion of our 2009 results and the Company’s capital resources and liquidity, please see Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Geographic Area Overviews

 

We currently have exploration and production interests in six countries, divided into seven operating regions: the United States (Gulf Coast and Central regions), Canada, Egypt, Australia, offshore the United Kingdom in the North Sea and Argentina. We also have exploration interests on the Chilean side of the island of Tierra del Fuego, which we acquired in the second quarter of 2008.

 

The following table sets out a brief comparative summary of certain key 2009 data for each of our operating areas. Additional data and discussion is provided in Part II, Item 7 of this Form 10-K.

 

 

North America

 

Apache’s North American asset base comprises the U.S. Central region, U.S. Gulf Coast region and our Canada region. Oil and liquids production, mainly from the U.S. Permian Basin and the Gulf of Mexico, made up

nearly 40 percent of North America’s 2009 barrel-equivalent production and 46 percent of North America’s year-end estimated proved reserves. Our North American production is also balanced between the shorter reserve life but higher rates of return in the Gulf of Mexico and longer reserve life for Apache’s onshore assets in Canada and the Permian and Anadarko Basins of the United States.

 

As result of past growth and future opportunities available in the Central region, we have created a new regional unit beginning in 2010. Our Permian region will be based in Midland, Texas and will be responsible for our Permian Basin business. The Central region will focus on our extensive holdings in Oklahoma, East Texas and the Texas Panhandle, especially the Granite Wash play.

 

The identification and commercialization of significant resources in shale formations and other unconventional gas plays has changed the natural gas markets for the foreseeable future, with current estimates that North America has a 100-year resource of natural gas. Although Apache’s current production in North America is primarily conventional, near-term growth will likely be driven by activity in two large growth plays: shale gas in British Columbia’s Horn River Basin and the Granite Wash tight sands in the Anadarko Basin of Oklahoma and the Texas Panhandle. Apache has identified many years of drilling activity in both plays.

 

We anticipate that the increased supply of natural gas will ultimately encourage producers to seek new and unconventional markets for their supply. Apache is one of the first independent producers to seek global markets for its North American natural gas production through our acquisition of a 51-percent ownership and throughput capacity interest in the proposed Kitimat LNG Terminal in British Columbia.

 

In order to live within expected cash flow, Apache curtailed exploration and development capital at the outset of 2009. In North America we drilled 362 gross wells, down from 1,015 wells in 2008. Exploration, drilling, and acquisition spending totaled $1.6 billion in 2009, 49 percent lower than in 2008. Despite lower activity and spending, we added 122.3 MMboe of estimated proved reserves through drilling and acquisitions in North America, 18.8 MMboe more than the 103.5 MMboe produced. Equivalent production from our North American regions declined one percent year-over-year.

 

We are ramping up activity in early 2010 as we move into development mode at Horn River, increase drilling in the Granite Wash formation and double our oil drilling activity in the Permian Basin. In 2010, we currently plan to drill or participate in 561 gross wells in North America.

 

United States

 

Overview  In the U.S., the Gulf Coast region’s assets, balanced between oil and natural gas, historically generate high rates of return on invested capital. Occasional acquisitions have played an important role, as steep decline rates mean offshore reserves are generally shorter-lived and difficult to replace on a cost-effective basis through drilling alone. The Central region brings the balance of long-lived reserves and consistent drilling results to the portfolio.

 

Gulf Coast Region  This region comprises our interests in and along the Gulf of Mexico, in the areas on and offshore Louisiana and Texas. Apache has been the largest held-by-production acreage owner since 2004, and the second largest producer on the Outer Continental Shelf of the Gulf of Mexico (waters less than 1,200 feet deep). The region also holds 1.2 million gross acres along the Gulf Coast of Louisiana and Texas. In 2009 the region contributed approximately 20 percent of our worldwide production, about 21 percent of our revenues and, at year-end, held nearly 13 percent of our estimated proved reserves.

 

The region had a productive year despite the capital curtailment stemming from lower commodity prices at the end of 2008. The region drilled or participated in 26 wells, down from 116 wells in 2008, and performed 217 workovers and recompletions.

 

In May 2009 production commenced from two deepwater wells in the Geauxpher field, located on Garden Banks Block 462. During the second half of 2009, the field produced an average of 91 MMcf/d gross. Apache generated the prospect and has a 40-percent working interest. We also announced another key deepwater discovery

in April 2009 at Ewing Banks 998 that test-flowed 4,254 b/d and 5.4 MMcf/d. The well will be connected to existing facilities, with first production projected for mid-year 2010. Apache owns a 50-percent interest in the property.

 

The risk of hurricanes in the Gulf Coast region has been an ongoing issue. Frequency, intensity and location of major hurricanes is impossible to predict. The majority of our Gulf of Mexico assets have enjoyed full-life cycles without suffering significant storm-related damage. While facilities are designed to withstand severe weather, they may incur significant damage when confronted by the most extreme hurricane conditions. Also, with mature facilities, proactive management includes aggressive well and equipment abandonment that should minimize the environmental impact and reduce the eventual cost of remediation.

 

This damage may result in expenses for repairs to restore production as well as expenses to remove and abandon wreckage. During 2009, approximately $64 million in excess of insurance proceeds was spent to repair damage stemming from 2008 hurricanes. An additional $260 million in excess of insurance proceeds was expended for the continued abandonment and removal of wreckage from platforms toppled in hurricanes. Cash expended for abandonment activities reduces our asset retirement obligation. The majority of the hurricane abandonment work is now complete.

 

During 2010 the region plans to invest approximately $1.3 billion to $1.4 billion for drilling, recompletion projects, development projects, equipment upgrades, production enhancement projects, seismic acquisition and abandonment activities.

 

Central Region  The Central region includes assets in the Anadarko Basin, the East Texas Basin and the Permian Basin. Over the past decade, the region has grown from approximately 3,000 wells to over 10,000 and now represents 27 percent of Apache’s proved reserves, the largest concentration in the Company. The region provides steady, predictable results, enhanced by assets across a large acreage base. During 2009 Apache operated or participated in drilling 135 wells; 99 percent were completed as producers. The region also performed 810 workovers and recompletions.

 

In 2009 we drilled our first operated horizontal well in the Granite Wash play in Washita County, Oklahoma. The Hostetter #1-23H commenced production in September 2009 at 17 MMcf/d and 800 b/d and is currently producing 9.5 MMcf/d and 600 b/d. Apache owns a 72-percent working interest in the well. The Granite Wash has long been a core-stacked pay target for the Central Region, where we have drilled many vertical wells over the past decade. As a result, we control approximately 200,000 gross acres in the play, mostly held-by-production. Despite the numerous vertical wells drilled, the Granite Wash is re-emerging as a horizontal play that is capitalizing on high oil prices given the rich liquids yield of the wells. Hundreds of additional horizontal well locations have been identified across our acreage, extending opportunities for many years. In early 2010 we had three rigs in operation with plans to increase to at least five as we target drilling a minimum of 29 horizontal wells in the play during the year.

 

During 2010 the Central region plans to invest approximately $325 million to $375 million for drilling, recompletion projects, development projects, equipment upgrades, production enhancement projects and seismic acquisition in the Anadarko Basin and East Texas. Our newly formed Permian Region plans to invest approximately $375 million to $400 million for similar activities, primarily directed at oil targets.

 

Marketing  In general, most of our U.S. gas is sold at either monthly or daily market prices. Our natural gas is sold primarily to Local Distribution Companies (LDCs), utilities, end-users, and integrated major oil companies.

 

Apache primarily markets its U.S. crude oil to integrated major oil companies, marketing and transportation companies and refiners. The objective is to maximize the value of crude oil sold by identifying the best markets and most economical transportation routes available to move the product. Sales contracts are generally 30-day evergreen contracts that renew automatically until canceled by either party. These contracts provide for sales that are priced daily at prevailing market prices.

 

Canada

 

Overview  At year-end 2009 our Canadian region held approximately 22 percent of our estimated proved reserves, the second largest concentration in the Company. In our Canadian region, we have 4.4 million net acres

across the provinces of British Columbia, Alberta and Saskatchewan. Our acreage base provides a significant inventory of both low-risk development drilling opportunities in and around a number of Apache fields and higher-risk, higher-reward exploration opportunities. In 2009 we drilled or participated in 201 wells in Canada, 41 of which were in the Horn River Basin. Three of the region’s wells drilled during the year were exploration wells, all of which were productive.

 

Apache and EnCana Corporation (EnCana), 50-percent partners, control more than 400,000 acres in the Horn River Basin shale-gas play in northeast British Columbia. We estimate that we could ultimately drill thousands of wells. In 2009 Apache and EnCana drilled 41 wells in the Basin: 23 by Apache and 18 by EnCana. To minimize the environmental footprint and costs, the wells are drilled in batches from multi-well pads. Completion activity commences once drilling operations from a single pad have been completed, allowing room for the equipment needed for fracturing operations to service the entire pad. Four of the EnCana-operated wells were placed on production in 2009 and at year-end were producing at a combined gross rate in excess of 19 MMcf/d. Apache commenced stimulating the 16 wells on its first operated development pad in the fourth quarter of 2009, with production scheduled for mid-2010.

 

The magnitude of the Horn River resource, its remote location, and the desire to maximize returns prompted Apache to seek alternative markets for its natural gas. On January 13, 2010, we announced that our Apache Canada Ltd. subsidiary agreed to acquire 51-percent ownership and throughput capacity interest in Kitimat LNG Inc.’s proposed LNG export terminal in northern British Columbia. We expect to begin front-end engineering and design (FEED) of the project in early 2010. If we proceed with development, Apache’s net capacity in the facility will provide an outlet for 350 MMcf/d from Horn River and other areas in Canada, providing access to markets with worldwide LNG prices. Preliminary gross construction cost estimates, which will be refined upon completion of the FEED study, total C$3 billion. A final investment decision (FID) is expected in 2011. If we proceed, initial gas exports are forecast for as early as 2014. Kitimat is designed to be linked to the pipeline system servicing Western Canada’s natural gas producing regions via the proposed Pacific Trail Pipelines, a C$1.1 billion project. In association with our acquisition of interest in the Kitimat project, we also acquired a 25.5-percent interest in the proposed pipeline and 350 MMcf/d of capacity rights.

 

In December 2009, we entered into a farm-in agreement with Corridor Resources Inc. (Corridor) to appraise and potentially develop oil and natural gas resources in the province of New Brunswick. The initial 18-month program is intended to evaluate the commercial potential of natural gas development in the Frederick Brook formation and light oil development at a recent Caledonia oil discovery at a cost to Apache of not less than $25 million. Upon completion of this appraisal program, Apache will have earned a 50-percent working interest in the spacing units drilled. Apache will then have the option to participate in phase two of the program at a cost of not less than $100 million. Upon completion of this phase by March 31, 2013, Apache would earn a 50-percent interest in approximately 116,000 acres.

 

Our plans for 2010 are to drill or participate in a total of 172 wells in Canada, including 156 development wells and 16 exploratory wells. The planned development wells include 34 new wells in the Horn River Basin, with Apache drilling 18 and EnCana drilling 16. We believe our production will continue to ramp-up in this area throughout 2010 with completion of 55 wells from Apache and its Horn River partner’s drilling programs. During 2010 the region plans to invest approximately $1.0 billion to $1.1 billion for drilling, recompletion projects, development projects, equipment upgrades, production enhancement projects and seismic acquisition. Approximately $100 million of the total is for gathering, transportation and processing (GTP) assets.

 

On our other core properties, we will focus on oil projects located primarily in Alberta and Saskatchewan to take advantage of the current vast discrepancies between oil and gas prices. We will utilize our drilling technology and reservoir modeling expertise to identify and exploit unswept oil in our waterflood projects in the House Mountain, Leduc, and Snipe Lake fields. Additional drilling for oil will continue on our enhanced oil recovery (EOR) projects in Midale, Zama and Provost with long-term plans to develop and expand CO₂ projects. We will continue intermediate-depth gas development drilling in Kaybob and West 5 areas and in Nevis for shallow coal bed methane (CBM) gas. In addition, pursuant to our December 2009 farm-in agreement with Corridor, Apache will commence an appraisal program in New Brunswick in 2010.

Marketing  Our Canadian natural gas marketing activities focus on sales to LDCs, utilities, end-users, integrated major oil companies, supply aggregators and marketers. We maintain a diverse client portfolio, which is intended to reduce the concentration of credit risk in our portfolio. Improved North American natural gas pipeline connectivity led to a closer correlation between Canadian and U.S. natural gas prices. To diversify our market exposure, we transport natural gas via our firm transportation contracts to California, the Chicago area and eastern Canada. We sell the majority of our Canadian gas on a monthly basis at either first-of-the-month or daily prices. In 2009 approximately two percent of our gas sales were subject to long-term fixed-price contracts, with the latest expiration in 2011.

 

Our Canadian crude is sold primarily to integrated major oil companies and marketers. We sell our oil based on West Texas Intermediate and our NGLs based on postings, both of which are market-reflective prices, adjusted for quality, transportation and a negotiated differential. We maximize the value of our condensate and heavier crudes by determining whether to blend the condensate into our own crude production or sell it in the market as a segregated product. We transport crude oil on 12 pipelines to the major trading hubs within Alberta and Saskatchewan, which enables us to achieve a higher netback for the production and to diversify our purchasers.

 

Egypt

 

Overview  Egypt holds our largest acreage position, with more than 11 million gross acres in 21 separate concessions (18 producing) that provide us considerable exploration and development opportunities. In addition to being the largest acreage holder in Egypt’s Western Desert, we believe that Apache is also the largest producer of liquid hydrocarbons and natural gas in the Western Desert and the third largest in all of Egypt. In 2009 our Egypt region contributed 30 percent of Apache’s production revenue, 26 percent of total production and 13 percent of total estimated proved reserves. The Company reports all estimated proved reserves held under production sharing agreements utilizing the economic interest method, which excludes the host country’s share of reserves. In 2009 Apache had an active drilling program in Egypt, drilling 164 wells, including nine new field discoveries, and conducted 792 workovers and recompletions. Historically, our growth in Egypt has been driven primarily by exploration and development of internally-generated prospects; in 2009 we were the most active driller in Egypt.

 

In the Khalda concession in 2009, we continued to monetize our Qasr gas discovery through completion of two additional Salam gas processing facilities, trains three and four, and an associated pipeline compression project on the Western Desert Northern Gas Pipeline. These facility expansions increased flow rates from our Qasr field discovery to 600 MMcf/d and increased total net production in Egypt by 100 MMcf/d and 5,000 b/d.

 

In Egypt, our operations are conducted pursuant to production-sharing contracts under which the contractor partner pays all operating and capital expenditure costs for exploration and development. A percentage of the production, usually up to 40 percent, is available to the contractor partners to recover operating and capital expenditure costs. In general, the balance of the production is allocated between the contractor partners and Egyptian General Petroleum Corporation (EGPC) on a contractually defined basis. Development leases within concessions generally have a 25-year life, with extensions possible for additional commercial discoveries or on a negotiated basis.

 

During 2010 the region plans to invest approximately $1.0 billion to $1.1 billion for drilling, recompletion projects, development projects, equipment upgrades, production enhancement projects and seismic acquisition. Approximately $150 million of the total is for GTP assets.

 

Marketing  Our gas production is sold to EGPC primarily under an industry-pricing formula, a sliding scale based on Dated Brent crude oil with a minimum of $1.50 per MMbtu and a maximum of $2.65 per MMbtu, which corresponds to a Dated Brent price of $21.00 per barrel. Generally, this industry-pricing formula applies to all new gas discovered and produced. In exchange for extension of the Khalda Concession lease in July 2004, Apache agreed to accept the industry-pricing formula on a majority of gas sold but retained the previous gas-price formula (without a price cap) until 2013 for up to 100 MMcf/d gross. This region averaged $3.70 per Mcf in 2009.

 

Oil from the Khalda Concession, the Qarun Concession and other nearby Western Desert blocks is sold to EGPC when called upon to supply domestic demand and/or to third parties primarily in the Mediterranean market. Oil sales are made either directly into the Egyptian oil pipeline grid, sold to non-governmental third parties

including the Middle East Oil Refinery located in northern Egypt, or exported from or sold at one of two terminals on the northern coast of Egypt. Oil production that is presently sold to EGPC is sold on a spot basis priced at Brent with a monthly EGPC official differential applied. In 2009 we sold 47 cargoes (approximately 14.7 million barrels) of Western Desert crude oil into the export market from the El Hamra terminal located on the northern coast of Egypt. These export cargoes were sold to third parties at market prices above our domestic prices received from EGPC. Additionally, Apache sold Qarun quality oil (approximately 8.5 MMbbls) at the Sidi Kerir terminal, also located on the northern coast of Egypt. This Qarun oil was sold at prevailing market prices into the domestic market to non-governmental purchasers (1.7 MMbbls) or exported primarily to refiners in the Mediterranean region (14 cargoes for approximately 6.8 MMbbls). While we anticipate that an increasing amount of our oil will be sold to meet domestic demand during 2010, we still expect some level of sales to the export market.

 

Australia

 

Overview  In Australia our exploration activity is focused in the offshore Carnarvon, Gippsland and Browse Basins, where Apache holds 4.3 million net acres in 31 exploration permits, 14 production licenses and three retention leases. We also have one production license and two retention leases pending confirmation. Production operations are concentrated in the Carnarvon and Exmouth Basins. In 2009 the region increased equivalent production 40 percent and accounted for approximately seven percent of our total production. Australia held 13 percent of our year-end estimated proved reserves. During the year the region participated in drilling 33 wells, which generated 28 productive wells.

 

During 2009 the Australia region restored operations and increased capacity at our Varanus Island gas processing facility, and continued to lay the foundation for future growth by developing previously discovered fields that will come online over the short, intermediate and long terms.

 

Our growth strategy includes short-term, medium-term and long-term projects from the Carnarvon Basin off the North West shelf of Australia. Both Van Gogh and Pyrenees (two large oil development projects in the Exmouth sub-basin) commenced production in the first quarter of 2010. In the intermediate-term, growth in Australia will result from the development of both Apache’s 2008 Halyard discovery and our Reindeer discovery. Both Halyard and Reindeer are gas-development projects that are scheduled to initiate production in 2011. Long-term growth will come from the Company’s Julimar, Macedon and Coniston discoveries.

 

Growth Drivers 2010  Van Gogh is Apache-operated, while Pyrenees is operated by BHP Billiton. Van Gogh development drilling and installation of sub sea production equipment was completed in mid-2009, and limited production commenced in mid-February 2010. Van Gogh oil is produced and stored in the Ningaloo Vision floating, production, storage and offloading (FPSO) vessel, which is still performing normal commissioning activities.

 

Pyrenees development continued with the drilling and completion of initial wells and installation of subsea facilities in 2009. First oil production commenced ahead of schedule, on February 24, 2010. As planned, the wells will be drilled and brought on in phases, with half of the expected production volume ramping up over the next six months.

 

Peak production from the Van Gogh and Pyrenees discoveries is projected to reach a combined 40,000 b/d net to Apache.

 

During 2010 the region plans to invest approximately $1.1 billion to $1.2 billion for drilling, recompletion projects, development projects, equipment upgrades, production enhancement projects and seismic acquisition. Approximately $350 million of the total is for development and processing facilities.

 

Growth Drivers 2011  In April 2008 we drilled the Halyard-1 discovery well, which tested 68 MMcf/d. Current plans call for the field to be tied into the nearby East Spar gas facilities, with first production anticipated in 2011.

 

Construction and fabrication work has resumed and official groundbreaking at the Devil Creek site of the onshore gas plant was on September 15, 2009, following completion of a gas sales contract with CITIC Pacific’s Sino Iron project in Western Australia. This plant and gas sales contract will enable us to monetize a portion of our

Reindeer gas discovery. Under terms of the agreement, Apache and its joint venture partner have agreed to supply 154 Bcf of gas over seven years (approximately 60 MMcf/d) beginning in the second half of 2011 at prices substantially above Apache’s current average realizations. Apache owns a 55-percent interest in the field. The Company is continuing to market its remaining net share in the Reindeer field.

 

Growth Drivers — Long-Term  Apache has agreed to participate in an LNG development project (discussed below) that will enable Apache to develop and monetize its share of the Julimar and Brunello natural gas discoveries, opening up new markets for these reserves. Apache’s projected net sales are 190 MMcf/d and 5,100 b/d with a projected 15-year production plateau when the multi-year project is fully operational. The project, which is currently in FEED, will convert the gas into LNG for sale on the world market. World LNG prices are typically tied to oil prices and are currently higher than the historical gas prices in Western Australia.

 

In October 2009 we announced Apache’s 16.25 percent participation with Chevron in the Wheatstone LNG project. The Wheatstone project is targeting a FID in 2011, with first LNG projected in 2015. Apache operates the Julimar and Brunello fields, while Chevron will operate both the Wheatstone field and the LNG facilities. Our net capital investment in the project is currently estimated to be $1.2 billion for upstream development of the Julimar and Brunello fields and $3.0 billion in the Wheatstone facilities.

 

We have two contingent development opportunities tied to our recent Pyrenees and Van Gogh projects that will be evaluated during 2010. Macedon field is a gas discovery near the Pyrenees field that is currently under review by the operator, BHP Billiton, for commercial development. Gas produced from Pyrenees will be reinjected into Macedon field to reduce flaring and to conserve those volumes for future sale. Coniston field is an oil accumulation near our Van Gogh field. Apache has drilled 10 appraisal wells during 2009 and is evaluating a development plan to tie back the field to the FPSO Ningaloo Vision currently serving the Van Gogh field.

 

Marketing  As of December 31, 2009, Apache had a total of 18 active gas contracts in Australia with expiration dates ranging from March 2010 to July 2030. Historically, natural gas sold in Western Australia was under long-term, fixed-price contracts, many of which contain price escalation clauses based on the Australian consumer price index. The contract in place for the Reindeer field contains prices substantially higher than we currently receive in Australia. The LNG from our Julimar discovery is anticipated to be sold at prices tied to oil and sold into international markets.

 

Apache continues to directly market all of its crude oil production into Australian domestic and international markets at prices generally indexed to Dated Brent or Tapis benchmarks, which typically track at or above NYMEX oil prices.

 

North Sea

 

Overview  Apache entered the North Sea in 2003 upon acquiring an approximate 97-percent working interest in the Forties field (Forties). Production for 2009 increased two percent compared to 2008 as gains from our topsides renovation program and our drilling and workover programs more than offset downtime to replace an original vintage spool section at the end of the Bravo-Charlie infield pipeline, which lowered production for the year by 2,690 boe/d.

 

In addition to an active year of drilling, we completed and made significant progress on several important facility projects that will benefit Forties in the years ahead. The Delta-Charlie infield pipeline was replaced, bringing improved mechanical integrity. We installed and commissioned a new power turbine on Delta to support increasing field-water injection during 2010. On the Charlie platform, we purchased equipment, cleared access and began installing components late in 2009 for a new high-pressure gas lift system that will be operational in early 2011. Work that began on the Echo platform several years ago to replace the antiquated and unreliable controls system with a modern version was fundamentally completed. The various facility upgrade and improvement projects completed in recent years resulted in a significant reduction in the number of occurrences of unplanned downtime. In 2009 we had fewer events causing unplanned downtime than we have experienced in any year since acquiring the Forties field; 64 percent less than our previous best year.

In 2009 the North Sea region produced 22.4 MMboe (99 percent oil), approximately 11 percent of our total worldwide production, generating almost $1.4 billion of revenue and held approximately seven percent of our year-end estimated proved reserves. Our capital investments in the North Sea region during 2009 totaled $354 million.

 

During 2010 the region plans to invest approximately $625 million to $675 million with significant capital devoted to drilling and improving facilities within Forties. We will also shoot a 3-D seismic survey over Forties to refresh our four-dimensional imaging of bypassed oil accumulations. In 2010 we expect to drill at least one exploration well and one appraisal well in waters outside Forties.

 

Marketing  In 2009 we sold our Forties crude under both term contracts and spot cargoes. The term sales are composed of base-market indices, adjusted for the quality difference between the Forties crude and Brent, with a premium to reflect the higher market value for term arrangements. The value received for spot cargoes, generally about 600,000 barrels each, were at or above prevailing market prices. Apache sold 12 spot cargoes in 2009.

 

Argentina

 

Overview  We have had a continuous presence in Argentina since 2001, which was expanded substantially by two acquisitions in 2006. We currently have operations in the Provinces of Neuquén, Rio Negro and Tierra del Fuego. We have interests in 24 concessions covering over 3.1 million gross acres (2.8 million net), with varying expiration dates, but generally greater than 10 years remaining subject to additional extensions.

 

Natural gas price realizations in Argentina continued their upward trend in 2009. Our 2009 realized prices were $1.96 per Mcf, a 22 percent increase over our 2008 averaged realized price of $1.61 per Mcf and a 68 percent increase over the $1.17 per Mcf realized in 2007.

 

During 2009 Apache received technical and commercial approval from the government of Argentina for four Gas Plus projects and technical approval for two more Gas Plus projects designed to encourage new supplies through development of tight sands and unconventional gas reserves. Under the Gas Plus program, Apache has the opportunity to supply 10 MMcf/d from fields in the Neuquén Province at a price of $4.10 per MMBtu beginning January 2010 for an initial one-year term. The Company also has signed a letter of intent for a contract to supply up to 50 MMcf/d from fields in the Neuquén and Rio Negro Provinces for $5.00 per MMBtu beginning January 2011. The gas supplying the Gas Plus program contracts is required to come from wells drilled in the projects’ approved fields and formations. We believe this type of program, coupled with changing market conditions, points to improving price realizations going forward.

 

In December 2008 the Mendoza Province granted Apache an exploration permit for CCyB Block 17B in the Cuyo Basin, which increased our Argentine acreage by 34 percent. Apache is currently awaiting Mendoza Province’s approval for the extension of CCyB Block 17A, which is anticipated in the first half of 2010. Together the two Mendoza Province blocks comprise about 1.2 million acres. Approximately 505 square kilometers of 3-D seismic is scheduled to be acquired in 2010 using new cable-less technology, the first time this technology has been used in Argentina. A drilling campaign in the Cuyo Basin is also scheduled to commence in mid-2010. With the addition of the Mendoza acreage, Apache will hold oil and gas assets in three of the main Argentine hydrocarbon basins: Neuquén, Austral and Cuyo.

 

In March 2009 the Province of Neuquén and Apache reached agreement to extend eight federal oil and gas concessions for 10 additional years. The concessions, which were scheduled to expire between 2015 and 2017, encompass approximately 590,000 net acres, including exploratory areas totaling 514,000 net acres. Neuquén operations generate about half of Apache’s total output in Argentina.

 

Activity during 2009 on our Tierra del Fuego assets included nine discoveries, several facility projects and a fracture stimulation campaign involving 10 wells. Future investment by Apache in the Tierra del Fuego Province will be significantly influenced by the probability of obtaining the Province’s agreement to an extension of the present concession deadlines, which are scheduled to expire in 2016 and 2017.

 

In 2009 our Argentina region produced 16.6 MMboe, drilled 29.6 net wells (32 gross) and performed 57 additional capital projects. These programs added an estimated 14.4 MMboe in reserves and bring our reserves in Argentina to an estimated 119.0 MMboe at December 31, 2009, or five percent of our estimated worldwide total.

During 2010 the region plans to invest approximately $250 million for drilling, recompletion projects, development projects, equipment upgrades, production enhancement projects and seismic acquisition.

 

Marketing  We receive government-regulated pricing on a substantial portion of our production. The volumes we are required to sell at regulated prices are set by the government and vary with seasonal factors and industry category. During 2009 we realized an average price of $1.07 per Mcf on government-regulated sales. The majority of the remaining volumes were sold at market-driven prices, which averaged $2.65 per Mcf in 2009. Our overall average realized price for 2009 was $1.96 per Mcf, 22 percent higher than 2008 average realized prices ($1.61 per Mcf) and 68 percent higher than 2007 average realized prices ($1.17 per Mcf).

 

Taxes on exported oil effectively limit the prices buyers are willing to pay for domestic sales. Domestic oil prices are currently based on $42 per barrel, plus quality adjustments and local premiums, and producers realize a gradual increase or decrease as market prices deviate from the base price. In Tierra del Fuego, similar pricing formulas exist, however, Apache retains the value-added tax collected from buyers, effectively increasing realized prices by 21 percent. As a result, 2009 oil prices realized from our Neuquén Basin production averaged $44.09 per barrel, compared to $54.43 per barrel from our Tierra del Fuego oil production.

 

Apache realized an additional $6 million of oil revenues in 2009 from benefits generated by the government’s Oil Plus Program. This program rewarded participants that increased oil production and reserves during 2008 and 2009. A further $2 million of benefit was realized in January 2010.

 

Chile

 

In November 2007 Apache was awarded exploration rights on two blocks comprising approximately one million net acres on the Chilean side of Tierra del Fuego. This acreage is adjacent to our 552,000 net acres on the Argentine side of the island of Tierra del Fuego and represents a natural extension of our expanding exploration and production operations. The Lenga and Rusfin Blocks were ratified by the Chilean government on July 24, 2008. In January 2009 a 3-D seismic survey totaling 1,000 square kilometers was completed, and in November 2009 the first of a three-well exploration program commenced drilling. Two of the wells reached total depth by year-end 2009, with drilling completed on the third well in early 2010. Currently a completion rig is conducting testing and completion efforts on the three wells. During 2010 we plan to invest approximately $25 million to $35 million for drilling and seismic acquisition.

 

Major Customers

 

In 2009 purchases by Shell accounted for 18 percent of the Company’s worldwide oil and gas production revenues.

 

Subsequent Events

 

Kitimat LNG Terminal

 

On January 13, 2010, Apache announced that its Apache Canada Ltd. subsidiary has agreed to acquire 51 percent of Kitimat LNG Inc.’s proposed LNG export terminal in British Columbia. Apache also reserved 51 percent of gas throughput capacity in the terminal.

 

The proposed Kitimat project, located at Bish Cove near the Port of Kitimat about 405 miles north of Vancouver, has planned capacity of about 700 MMcf/d, or five million metric tons of LNG per year. Preliminary gross construction cost estimates of C$3 billion will be refined at the conclusion of FEED. The project is projected to employ an estimated 1,500 people during construction and 100 on a permanent basis.

 

Kitimat is designed to be linked to the pipeline system servicing Western Canada’s natural gas producing regions via the proposed Pacific Trail Pipelines, a C$1.1 billion project. In association with our acquisition of interest in the Kitimat project, we also acquired a 25.5-percent interest in the proposed pipeline and 350 MMcf/d of capacity rights.

 

2010 Performance Program

 

To provide long-term incentives for Apache employees to deliver competitive returns to our stockholders, in January 2010 the Company’s Board of Directors approved the 2010 Performance Program, pursuant to the 2007

Omnibus Equity Compensation Plan. Eligible employees received an initial conditional restricted stock unit award of 541,440 units, with the ultimate number of restricted stock units to be awarded, if any, based upon measurement of total shareholder return of Apache common stock as compared to a designated peer group during a three-year performance period. Should any restricted stock units be awarded at the end of the three-year performance period, 50 percent of restricted stock units awarded will immediately vest, and an additional 25 percent will vest on succeeding anniversaries of the end of the performance period. The Company’s Board of Directors also approved a one-time restricted stock unit award of 502,470 shares to eligible Apache employees, with one-third of the units granted immediately vesting and an additional one-third vesting on each of the first and second anniversaries of the grant date.

 

Drilling Statistics

 

Worldwide in 2009 we participated in drilling 610 gross wells, with 558 (91 percent) completed as producers. We also performed nearly 2,100 workovers and recompletions during the year. Historically, our drilling activities in the U.S. have generally concentrated on exploitation and extension of existing, producing fields rather than exploration. As a general matter, our operations outside of the U.S. focus on a mix of exploration and exploitation wells. In addition to our completed wells, at year-end several wells had not yet reached completion: 12 in the U.S. (8.1 net); 5 in Canada (3.6 net); 14 in Egypt (13.0 net); 9 in Australia (3.1 net); 2 in the North Sea (1.9 net); and 2 in Argentina (2 net).

The following table shows the results of the oil and gas wells drilled and completed for each of the last three fiscal years:

 

 

Productive Oil and Gas Wells

 

The number of productive oil and gas wells, operated and non-operated, in which we had an interest as of December 31, 2009, is set forth below:

 

Production, Pricing and Lease Operating Cost Data

 

The following table describes, for each of the last three fiscal years, oil, natural gas liquids (NGLs) and gas production, average lease operating expenses per boe (including transportation costs but excluding severance and other taxes) and average sales prices for each of the countries where we have operations:

 

 

Gross and Net Undeveloped and Developed Acreage

 

The following table sets out our gross and net acreage position in each country where we have operations:

 

As of December 31, 2009, we had 2,948,251, 2,941,882 and 928,515 net acres scheduled to expire by December 31, 2010, 2011 and 2012, respectively, if production is not established or we take no other action to extend the terms. We plan to continue the terms of many of these licenses and concession areas through operational or administrative actions and do not expect a significant portion of our net acreage position to expire before such actions occur.

 

As of December 31, 2009, 78 percent of U.S. net undeveloped acreage and 44 percent of Canadian undeveloped acreage was held by production.

 

Estimated Proved Reserves and Future Net Cash Flows

 

In January 2009 the SEC issued Release No. 33-8995, “Modernization of Oil and Gas Reporting” (Release 33-8995), amending oil and gas reporting requirements under Rule 4-10 of Regulation S-X and Industry Guide 2 in Regulation S-K and bringing full-cost accounting rules into alignment with the revised disclosure requirements. The new rules include changes to the pricing used to estimate reserves, the option to disclose probable and possible reserves, revised definitions for proved reserves, additional disclosures with respect to undeveloped reserves, and other new or revised definitions and disclosures. In January 2010 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-03, “Oil and Gas Reserve Estimation and Disclosures” (ASU 2010-03), which amends Accounting Standards Codification (ASC) Topic 932, “Extractive Industries — Oil and Gas” to align the guidance with the changes made by the SEC. The Company adopted Release 33-8995 and the amendments to ASC Topic 932 resulting from ASU 2010-03 (collectively, the Modernization Rules) effective December 31, 2009.

 

Proved oil and gas reserves are the estimated quantities of natural gas, crude oil, condensate and NGL’s that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing conditions, operating conditions, and government regulations. The Company reports all estimated proved reserves held under production-sharing arrangements utilizing the “economic interest” method, which excludes the host country’s share of reserves. Reserve estimates are considered proved if they are economically producible and are supported by either actual production or conclusive formation tests. Estimated reserves that can be produced economically through application of improved recovery techniques are included in the “proved” classification when successful testing by a pilot project or the operation of an active, improved recovery program using reliable technology establishes the reasonable certainty for the engineering analysis on which the project or program is based. Economically producible means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. Reasonable certainty means a high degree of confidence that the quantities will be recovered. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field-tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. Estimated proved developed oil and gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods.

 

Proved undeveloped (PUD) reserves include those reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Undeveloped reserves may be classified as proved reserves on undrilled acreage directly offsetting development areas that are reasonably certain of production when drilled, or where reliable technology provides reasonable certainty of economic producibility. Undrilled locations may be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless specific circumstances justify a longer time period.

The following table shows proved oil, NGL and gas reserves as of December 31, 2009, based on average commodity prices in effect on the first day of each month in 2009, held flat for the life of the production, except where future oil and gas sales are covered by physical contract terms.

 

 

As of December 31, 2009, Apache had total estimated proved reserves of 1,067 MMbbls of crude oil, condensate and NGLs and 7.8 Tcf of natural gas. Combined, these total estimated proved reserves are the energy equivalent of 2.4 billion barrels of oil or 14.2 Tcf of natural gas. As of December 31, 2009, the Company’s proved developed reserves totaled 1,636 MMboe, and estimated PUD reserves totaled 731 MMboe, or approximately 31 percent of worldwide total proved reserves. Apache has elected not to disclose probable or possible reserves in this filing.

 

The Company’s estimates of proved reserves, proved developed reserves and proved undeveloped reserves as of December 31, 2009, 2008, 2007 and 2006, changes in estimated proved reserves during the last three years, and estimates of future net cash flows from proved reserves are contained in Note 13 — Supplemental Oil and Gas Disclosures in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K. Estimated future net cash flows as of December 31, 2009, were calculated using a discount rate of 10 percent per annum, end of period costs, and an unweighted arithmetic average of commodity prices in effect on the first day of each month in 2009, held flat for the life of the production, except where prices are defined by contractual arrangements. Future net cash flows as of December 31, 2008, and 2007, were estimated using commodity prices in effect at the end of those years, in accordance with the SEC guidelines in effect prior to the issuance of the Modernization Rules.

 

Proved Undeveloped Reserves

 

The Company’s total estimated proved undeveloped reserves of 731 MMboe as of December 31, 2009, increased by 54 MMboe over the 677 MMboe of PUD reserves estimated at the end of 2008. During the year, Apache converted 39 MMboe of proved undeveloped reserves to proved developed reserves through development drilling activity. In North America we converted 22 MMboe with the remaining 17 MMboe in our international areas.

 

During the year a total of $760 million was spent on projects associated with reserves that were carried as PUD reserves at the end of 2008. Not all of those expenditures resulted in a conversion from proved undeveloped to proved developed reserves during the year. We spent $264 million on PUD reserve development activity in North America and $496 million in the international areas, including $230 million in Australia where the reserves for those projects will be converted to developed in future years.

Preparation of Oil and Gas Reserve Information

 

Apache emphasizes that its reported reserves are reasonably certain estimates which, by their very nature, are subject to revision. As additional geoscience, engineering and economic data are obtained, proved reserve estimates are much more likely to increase or remain constant than to decrease. These estimates are reviewed throughout the year and revised either upward or downward, as warranted.

 

Apache’s proved reserves are estimated at the property level and compiled for reporting purposes by a centralized group of experienced reservoir engineers that is independent of the operating groups. These engineers interact with engineering and geoscience personnel in each of Apache’s operating areas and with accounting and marketing employees to obtain the necessary data for projecting future production, costs, net revenues and ultimate recoverable reserves. All relevant data is compiled in a computer database application, to which only authorized personnel are given security access rights consistent with their assigned job function. Reserves are reviewed internally with senior management and presented to Apache’s Board of Directors in summary form on a quarterly basis. Annually, each property is reviewed in detail by our centralized and operating region engineers to ensure forecasts of operating expenses, netback prices, production trends and development timing are reasonable.

 

Apache’s Executive Vice President of Corporate Reservoir Engineering, W. Kregg Olson, is the person primarily responsible for overseeing the preparation of our internal reserve estimates and for coordinating any reserves audits conducted by a third-party engineering firm. Mr. Olson is a graduate of Texas A&M University with a Bachelor of Science degree in Petroleum Engineering. He has over 29 years of industry experience, with the last 25 years focused on reservoir engineering. He is a member of the Society of Petroleum Engineers and is a Registered Professional Engineer in the state of Oklahoma. Mr. Olson has held positions of increasing responsibility within Apache’s corporate reservoir engineering department since joining the company in 1992.

 

The estimate of reserves disclosed in this annual report on Form 10-K is prepared by the Company’s internal staff, and the Company is responsible for the adequacy and accuracy of those estimates. However, the Company engages Ryder Scott Company, L.P. Petroleum Consultants (Ryder Scott) to review our processes and the reasonableness of our estimates of proved hydrocarbon liquid and gas reserves. Apache selects the properties for review by Ryder Scott. These properties represented all material fields, and over 85 percent of international properties and new wells drilled during the year. During 2009, 2008, and 2007, Ryder Scott’s review covered 79, 82 and 77 percent of the Company’s worldwide estimated reserves value, respectively. We have filed Ryder Scott’s independent report as an exhibit to this Form 10-K.

 

Ryder Scott opined that the overall proved reserves for the reviewed properties as estimated by the Company are, in the aggregate, reasonable, prepared in accordance with generally accepted petroleum engineering and evaluation principles and conform to the SEC’s definition of proved reserves as set forth in Rule 210.4-10(a) of Regulation S-X. Ryder Scott has informed the Company that the tests and procedures used during its reserves audit conform to the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information approved by the Society of Petroleum Engineers. Paragraph 2.2(f) of the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information defines a reserves audit as the process of reviewing certain of the pertinent facts interpreted and assumptions made that have resulted in an estimate of reserves prepared by others and the rendering of an opinion about (1) the appropriateness of the methodologies employed, (2) the adequacy and quality of the data relied upon, (3) the depth and thoroughness of the reserves estimation process, (4) the classification of reserves appropriate to the relevant definitions used, and (5) the reasonableness of the estimated reserve quantities. A reserve audit is not the same as a financial audit and is less rigorous in nature than an independent reserve report where the independent reserve engineer determines the reserves on his or her own.

 

Employees

 

On December 31, 2009, we had 3,452 employees.

 

Offices

 

Our principal executive offices are located at One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400. At year-end 2009 we maintained regional exploration and/or production offices in

Tulsa, Oklahoma; Houston, Texas; Calgary, Alberta; Cairo, Egypt; Perth, Western Australia; Aberdeen, Scotland; and Buenos Aires, Argentina. Apache leases all of its primary office space. The current lease on our principal executive offices runs through December 31, 2013. For information regarding the Company’s obligations under its office leases, please see Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources and Liquidity — Contractual Obligations and Note 8 — Commitments and Contingencies in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K.

 

Title to Interests

 

As is customary in our industry, a preliminary review of title records, which may include opinions or reports of appropriate professionals or counsel, is made at the time we acquire properties. We believe that our title to all of the various interests set forth above is satisfactory and consistent with the standards generally accepted in the oil and gas industry, subject only to immaterial exceptions that do not detract substantially from the value of the interests or materially interfere with their use in our operations. The interests owned by us may be subject to one or more royalty, overriding royalty, or other outstanding interests (including disputes related to such interests) customary in the industry. The interests may additionally be subject to obligations or duties under applicable laws, ordinances, rules, regulations, and orders of arbitral or governmental authorities. In addition, the interests may be subject to burdens such as production payments, net profits interests, liens incident to operating agreements and current taxes, development obligations under oil and gas leases, and other encumbrances, easements, and restrictions, none of which detract substantially from the value of the interests or materially interfere with their use in our operations.

 

 

Our business activities and the value of our securities are subject to significant hazards and risks, including those described below. If any of such events should occur, our business, financial condition, liquidity and/or results of operations could be materially harmed, and holders and purchasers of our securities could lose part or all of their investments. Additional risks relating to our securities may be included in the prospectuses for securities we issue in the future.

 

Future economic conditions in the U.S. and key international markets may materially adversely impact our operating results.

 

The U.S. and other world economies are slowly recovering from a recession that began in 2008 and extended into 2009. Growth has resumed but is modest. There are likely to be significant long-term effects resulting from the recession and credit market crisis, including a future global economic growth rate that is slower than we have experienced in recent years. In addition, more volatility may occur before a sustainable growth rate is achieved. Global economic growth drives demand for energy from all sources, including fossil fuels. A lower future economic growth rate could result in decreased demand growth for our crude oil and natural gas production as well as lower commodity prices, which would reduce our cash flows from operations and our profitability.

 

Crude oil and natural gas prices are volatile and a substantial reduction in these prices could adversely affect our results and the price of our common stock.

 

Our revenues, operating results and future rate of growth depend highly upon the prices we receive for our crude oil and natural gas production. Historically, the markets for crude oil and natural gas have been volatile and are likely to continue to be volatile in the future. For example, the NYMEX daily settlement price for the prompt month oil contract in 2009 ranged from a high of $81.37 per barrel to a low of $33.98 per barrel. The NYMEX daily settlement price for the prompt month natural gas contract in 2009 ranged from a high of $6.07 per MMBtu to a low of $2.51 per MMBtu. The market prices for crude oil and natural gas depend on factors beyond our control. These factors include demand for crude oil and natural gas, which fluctuates with changes in market and economic conditions, and other factors, including:

 

 

 

Significant declines in crude oil and natural gas prices for an extended period may have the following effects on our business:

 

 

We recorded asset impairment charges during 2009. If commodity prices decline during 2010, there could be additional impairments of our oil and gas assets or other investments or an impairment of goodwill.

 

Our ability to sell natural gas or oil and/or receive market prices for our natural gas or oil may be adversely affected by pipeline and gathering system capacity constraints and various transportation interruptions.

 

A portion of our natural gas and oil production in any region may be interrupted, or shut in, from time to time for numerous reasons, including as a result of weather conditions, accidents, loss of pipeline or gathering system access, field labor issues or strikes, or capital constraints that limit the ability of third parties to construct gathering systems, processing facilities or interstate pipelines to transport our production, or we might voluntarily curtail production in response to market conditions. If a substantial amount of our production is interrupted at the same time, it could temporarily adversely affect our cash flow.

 

Weather and climate may have a significant adverse impact on our revenues and productivity.

 

Demand for oil and natural gas are, to a significant degree, dependent on weather and climate, which impact the price we receive for the commodities we produce. In addition, our exploration and development activities and equipment can be adversely affected by severe weather, such as hurricanes in the Gulf of Mexico or cyclones offshore Australia, which may cause a loss of production from temporary cessation of activity or lost or damaged equipment. Our planning for normal climatic variation, insurance programs, and emergency recovery plans may inadequately mitigate the effects of such weather, and not all such effects can be predicted, eliminated or insured against.

Our commodity price risk management and trading activities may prevent us from benefiting fully from price increases and may expose us to other risks.

 

To the extent that we engage in price risk management activities to protect ourselves from commodity price declines, we may be prevented from realizing the full benefits of price increases above the levels of the derivative instruments used to manage price risk. In addition, our hedging arrangements may expose us to the risk of financial loss in certain circumstances, including instances in which:

 

 

The credit risk of financial institutions could adversely affect us.

 

We have exposure to different counterparties, and we have entered into transactions with counterparties in the financial services industry, including commercial banks, investment banks, insurance companies, other investment funds and other institutions. These transactions expose us to credit risk in the event of default of our counterparty. Deterioration in the credit markets may impact the credit ratings of our current and potential counterparties and affect their ability to fulfill their existing obligations to us and their willingness to enter into future transactions with us. We have exposure to these financial institutions in the form of derivative transactions in connection with our hedges. We also maintain insurance policies with insurance companies to protect us against certain risks inherent in our business. In addition, if any lender under our credit facility is unable to fund its commitment, our liquidity will be reduced by an amount up to the aggregate amount of such lender’s commitment under our credit facility.

 

We are exposed to counterparty credit risk as a result of our receivables.

 

We are exposed to risk of financial loss from trade, joint venture, joint interest billing and other receivables. We sell our crude oil, natural gas and NGLs to a variety of purchasers. As operator, we pay expenses and bill our non-operating partners for their respective shares of costs. Some of our purchasers and non-operating partners may experience liquidity problems and may not be able to meet their financial obligations. Nonperformance by a trade creditor or non-operating partner could result in significant financial losses.

 

A downgrade in our credit rating could negatively impact our cost of and ability to access capital.

 

We receive debt ratings from the major credit rating agencies in the United States. Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near-term and long-term production growth opportunities. Liquidity, asset quality, cost structure, reserve mix and commodity pricing levels could also be considered by the rating agencies. Apache’s senior unsecured long-term debt is currently rated A3 by Moody’s, A- by Standard & Poor’s and A- by Fitch. The Company has received short-term debt ratings for its commercial paper program of P-2 from Moody’s, A-2 from Standard & Poor’s and F2 from Fitch. In September 2009 Fitch downgraded Apache’s senior unsecured long-term debt and short-term debt from A and F1 to A- and F2, respectively. The current outlook at all three rating agencies is stable. A further ratings downgrade could adversely impact our ability to access debt markets in the future, increase the cost of future debt and potentially require the Company to post letters of credit in certain circumstances.

 

Market conditions may restrict our ability to obtain funds for future development and working capital needs, which may limit our financial flexibility.

 

During 2009 credit markets recovered but remain vulnerable to unpredictable shocks. We have a significant development project inventory and an extensive exploration portfolio, which will require substantial future investment. We and/or our partners may need to seek financing in order to fund these or other future activities.

Our future access to capital, as well as that of our partners and contractors, could be limited if the debt or equity markets are constrained. This could significantly delay development of our property interests.

 

Discoveries or acquisitions of additional reserves are needed to avoid a material decline in reserves and production.

 

The production rate from oil and gas properties generally declines as reserves are depleted, while related per-unit production costs generally increase as a result of decreasing reservoir pressures and other factors. Therefore, unless we add reserves through exploration and development activities or, through engineering studies, identify additional behind-pipe zones, secondary recovery reserves or tertiary recovery reserves, or acquire additional properties containing proved reserves, our estimated proved reserves will decline materially as reserves are produced. Future oil and gas production is, therefore, highly dependent upon our level of success in acquiring or finding additional reserves on an economic basis. Furthermore, if oil or gas prices increase, our cost for additional reserves could also increase.

 

We may not realize an adequate return on wells that we drill.

 

Drilling for oil and gas involves numerous risks, including the risk that we will not encounter commercially productive oil or gas reservoirs. The wells we drill or participate in may not be productive, and we may not recover all or any portion of our investment in those wells. The seismic data and other technologies we use do not allow us to know conclusively prior to drilling a well that crude or natural gas is present or may be produced economically. The costs of drilling, completing and operating wells are often uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors including, but not limited to:

 

 

Future drilling activities may not be successful and, if unsuccessful, this failure could have an adverse effect on our future results of operations and financial condition. While all drilling, whether developmental or exploratory, involves these risks, exploratory drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons.

 

Material differences between the estimated and actual timing of critical events may affect the completion and commencement of production from development projects.

 

We are involved in several large development projects whose completion may be delayed beyond our anticipated completion dates. Our projects may be delayed by project approvals from joint venture partners, timely issuances of permits and licenses by governmental agencies, weather conditions, manufacturing and delivery schedules of critical equipment, and other unforeseen events. Delays and differences between estimated and actual timing of critical events may adversely affect our large development projects and our ability to participate in large scale development projects in the future.

 

We may fail to fully identify potential problems related to acquired reserves or to properly estimate those reserves.

 

Although we perform a review of properties that we acquire that we believe is consistent with industry practices, such reviews are inherently incomplete. It generally is not feasible to review in depth every individual property involved in each acquisition. Ordinarily, we will focus our review efforts on the higher-value properties

and will sample the remainder. However, even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit us as a buyer to become sufficiently familiar with the properties to assess fully and accurately their deficiencies and potential. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, we often assume certain environmental and other risks and liabilities in connection with acquired properties. There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and future production rates and associated costs with respect to acquired properties, and actual results may vary substantially from those assumed in the estimates. In addition, there can be no assurance that acquisitions will not have an adverse effect upon our operating results, particularly during the periods in which the operations of acquired businesses are being integrated into our ongoing operations.

 

Crude oil and natural gas reserves are estimates, and actual recoveries may vary significantly.

 

There are numerous uncertainties inherent in estimating crude oil and natural gas reserves and their value, including factors that are beyond our control. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact manner. In accordance with the SEC’s revisions to rules for oil and gas reserves reporting, which we adopted effective December 31, 2009, our reserves estimates are based on 12-month average prices, except where contractual arrangements exist; therefore, reserves quantities will change when actual prices increase or decrease. The estimates depend on a number of factors and assumptions that may vary considerably from actual results, including:

 

 

For these reasons, estimates of the economically recoverable quantities of crude oil and natural gas attributable to any particular group of properties, classifications of those reserves based on risk of recovery and estimates of the future net cash flows expected from them prepared by different engineers or by the same engineers but at different times may vary substantially. Accordingly, reserves estimates may be subject to upward or downward adjustment, and actual production, revenue and expenditures with respect to our reserves likely will vary, possibly materially, from estimates.

 

Additionally, because some of our reserves estimates are calculated using volumetric analysis, those estimates are less reliable than the estimates based on a lengthy production history. Volumetric analysis involves estimating the volume of a reservoir based on the net feet of pay of the structure and an estimation of the area covered by the structure. In addition, realization or recognition of proved undeveloped reserves will depend on our development schedule and plans. A change in future development plans for proved undeveloped reserves could cause the discontinuation of the classification of these reserves as proved.

 

Certain of our undeveloped leasehold acreage is subject to leases that will expire over the next several years unless production is established on units containing the acreage.

 

A sizeable portion of our acreage is currently undeveloped. Unless production in paying quantities is established on units containing certain of these leases during their terms, the leases will expire. If our leases expire, we will lose our right to develop the related properties. Our drilling plans for these areas are subject to change based upon various factors, including drilling results, oil and natural gas prices, the availability and cost of

capital, drilling and production costs, availability of drilling services and equipment, gathering system and pipeline transportation constraints and regulatory approvals.

 

We may incur significant costs related to environmental matters.

 

As an owner or lessee and operator of oil and gas properties, we are subject to various federal, provincial, state, local and foreign country laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations, subject the lessee to liability for pollution damages and require suspension or cessation of operations in affected areas. Our efforts to limit our exposure to such liability and cost may prove inadequate and result in significant adverse affect on our results of operations. In addition, it is possible that the increasingly strict requirements imposed by environmental laws and enforcement policies could require us to make significant capital expenditures. Such capital expenditures could adversely impact our cash flows and our financial condition.

 

Our North American operations are subject to governmental risks that may impact our operations.

 

Our North American operations have been, and at times in the future may be, affected by political developments and by federal, state, provincial and local laws and regulations such as restrictions on production, changes in taxes, royalties and other amounts payable to governments or governmental agencies, price or gathering rate controls and environmental protection laws and regulations. New political developments, laws and regulations may adversely impact our results on operations.

 

Pending regulations related to emissions and the impact of any changes in climate could adversely impact our business.

 

Legislation is pending in a number of countries where Apache operates including Australia, Canada, the United Kingdom and the United States, that, if enacted, could tax or assess some form of greenhouse gas (GHG) related fees on Company operations and could lead to increased operating expenses. Such legislation, if enacted, could also potentially cause the Company to make significant capital investments for infrastructure modifications. Through 2009, only two of the jurisdictions in which the Company has operations, Alberta, Canada and the United Kingdom (European Union), have enacted legislation which exposes the Company to financial payments related to GHG emissions from production facilities. This exposure has not been material to date.

 

Furthermore, various governmental entities in countries where Apache operates have discussed regulatory initiatives that could, if adopted, require the Company to modify existing or planned infrastructure to meet GHG emissions performance standards and necessitate significant capital expenditures. At some level, the cost of performance standards may force the early retirement of smaller production facilities, which in aggregate may have a material adverse effect on Apache’s business.

 

Several of the countries we operate in are signatories to current international accords related to climate change, such as the Kyoto Protocol to the United Nations Framework Convention on Climate Change. Given the current implementation of the Kyoto Protocol, we do not expect it to have a material impact on the Company.

 

Several indirect consequences of regulation and business trends have potential to impact us. Taxes or fees on carbon emissions could lead to decreased demand for fossil fuels. Consumers may prefer alternative products and unknown technological innovations may make oil and gas less significant energy sources.

 

In the event the predictions for rising temperatures and sea levels suggested by reports of the United Nations Intergovernmental Panel on Climate Change do transpire, we do not believe those events by themselves are likely to impact the Company’s assets or operations. However, any increase in severe weather could have a material adverse effect on our assets and operations.

The proposed U.S. federal budget for fiscal year 2011 includes certain provisions that, if passed as originally submitted, will have an adverse effect on our financial position, results of operations, and cash flows.

 

On February 1, 2010, the Office of Management and Budget released a summary of the proposed U.S. federal budget for fiscal year 2011. The proposed budget repeals many tax incentives and deductions that are currently used by U.S. oil and gas companies and imposes new taxes. The provisions include: elimination of the ability to fully deduct intangible drilling costs in the year incurred; increases in the taxation of foreign source income; repeal of the manufacturing tax deduction for oil and natural gas companies; and an increase in the geological and geophysical amortization period for independent producers. Should some or all of these provisions become law, our taxes will increase, potentially significantly, which would have a negative impact on our net income and cash flows. This could also reduce our drilling activities in the U.S. Since none of these proposals have yet to be voted on or become law, we do not know the ultimate impact these proposed changes may have on our business.

 

Proposed federal regulation regarding hydraulic fracturing could increase our operating and capital costs.

 

Several proposals are before the U.S. Congress that, if implemented, would either prohibit the practice of hydraulic fracturing or subject the process to regulation under the Safe Drinking Water Act. We routinely use fracturing techniques in the U.S. and other regions to expand the available space for natural gas to migrate toward the well-bore. It is typically done at substantial depths in very tight formations.

 

Although it is not possible at this time to predict the final outcome of the legislation regarding hydraulic fracturing, any new federal restrictions on hydraulic fracturing that may be imposed in areas in which we conduct business could result in increased compliance costs or additional operating restrictions in the U.S.

 

International operations have uncertain political, economic and other risks.

 

Our operations outside North America are based primarily in Egypt, Australia, the United Kingdom and Argentina. On a barrel equivalent basis, approximately 52 percent of our 2009 production was outside North America and approximately 38 percent of our estimated proved oil and gas reserves on December 31, 2009 were located outside North America. As a result, a significant portion of our production and resources are subject to the increased political and economic risks and other factors associated with international operations including, but not limited to:

 

 

 

Foreign countries have occasionally asserted rights to oil and gas properties through border disputes. If a country claims superior rights to oil and gas leases or concessions granted to us by another country, our interests could decrease in value or be lost. Even our smaller international assets may affect our overall business and results of operations by distracting management’s attention from our more significant assets. Various regions of the world in which we operate have a history of political and economic instability. This instability could result in new governments or the adoption of new policies that might result in a substantially more hostile attitude toward foreign investments such as ours. In an extreme case, such a change could result in termination of contract rights and expropriation of our assets. This could adversely affect our interests and our future profitability.

 

The impact that future terrorist attacks or regional hostilities may have on the oil and gas industry in general, and on our operations in particular, is not known at this time. Uncertainty surrounding military strikes or a sustained military campaign may affect operations in unpredictable ways, including disruptions of fuel supplies and markets, particularly oil, and the possibility that infrastructure facilities, including pipelines, production facilities, processing plants and refineries, could be direct targets of, or indirect casualties of, an act of terror or war. We may be required to incur significant costs in the future to safeguard our assets against terrorist activities.

 

Our operations are sensitive to currency rate fluctuations.

 

Our operations are sensitive to fluctuations in foreign currency exchange rates, particularly between the U.S. dollar and the Canadian dollar, the Australian dollar and the British Pound. Our financial statements, presented in U.S. dollars, are affected by foreign currency fluctuations through both translation risk and transaction risk. Volatility in exchange rates may adversely affect our results of operation, particularly through the weakening of the U.S. dollar relative to other currencies.

 

We face strong industry competition that may have a significant negative impact on our result of operations.

 

Strong competition exists in all sectors of the oil and gas exploration and production industry. We compete with major integrated and other independent oil and gas companies for acquisition of oil and gas leases, properties and reserves, equipment and labor required to explore, develop and operate those properties and marketing of oil and natural gas production. Crude oil and natural gas prices impact the costs of properties available for acquisition and the number of companies with the financial resources to pursue acquisition opportunities. Many of our competitors have financial and other resources substantially larger than we possess and have established strategic long-term positions and maintain strong governmental relationships in countries in which we may seek new entry. As a consequence, we may be at a competitive disadvantage in bidding for drilling rights. In addition, many of our larger competitors may have a competitive advantage when responding to factors that affect demand for oil and natural gas production, such as fluctuating worldwide commodity prices and levels of production, the cost and availability of alternative fuels and the application of government regulations. We also compete in attracting and retaining personnel, including geologists, geophysicists, engineers and other specialists. These competitive pressures may have a significant negative impact on our results of operations.

 

Our insurance policies do not cover all of the risks we face, which could result in significant financial exposure.

 

Exploration for and production of crude oil and natural gas can be hazardous, involving natural disasters and other events such as blowouts, cratering, fire and explosion and loss of well control which can result in damage to or destruction of wells or production facilities, injury to persons, loss of life, or damage to property and the environment. Our international operations are also subject to political risk. The insurance coverage that we maintain against certain losses or liabilities arising from our operations may be inadequate to cover any such resulting liability; moreover, insurance is not available to us against all operational risks.

 

As of December 31, 2009, we did not have any unresolved comments from the SEC staff that were received 180 or more days prior to year-end.

 

 

The information set forth under “Legal Matters” and “Environmental Matters” in Note 8 — Commitments and Contingencies in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K is incorporated herein by reference.

 

 

No matters were submitted to a vote of our security holders during the most recently ended fiscal quarter.

 

 

During 2009 Apache common stock, par value $0.625 per share, was traded on the New York and Chicago Stock Exchanges and the NASDAQ National Market under the symbol “APA.” The table below provides certain information regarding our common stock for 2009 and 2008. Prices were obtained from The New York Stock Exchange, Inc. Composite Transactions Reporting System. Per-share prices and quarterly dividends shown below have been rounded to the indicated decimal place.

 

 

The closing price of our common stock, as reported on the New York Stock Exchange Composite Transactions Reporting System for January 29, 2010 (last trading day of the month), was $98.77 per share. As of January 31, 2010, there were 336,550,234 shares of our common stock outstanding held by approximately 5,800 stockholders of record and approximately 442,000 beneficial owners.

 

We have paid cash dividends on our common stock for 45 consecutive years through December 31, 2009. When, and if, declared by our Board of Directors, future dividend payments will depend upon our level of earnings, financial requirements and other relevant factors.

 

In 1995, under our stockholder rights plan, each of our common stockholders received a dividend of one preferred stock purchase right (a “right”) for each 2.310 outstanding shares of common stock (adjusted for subsequent stock dividends and a two-for-one stock split) that the stockholder owned. These rights were originally scheduled to expire on January 31, 2006. Effective as of that date, the rights were reset to one right per share of common stock, and the expiration was extended to January 31, 2016. Unless the rights have been previously redeemed, all shares of Apache common stock are issued with rights, which trade automatically with our shares of common stock. For a description of the rights, please refer to Note 7 — Capital Stock in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K.

 

Information concerning securities authorized for issuance under equity compensation plans is set forth under the caption “Equity Compensation Plan Information” in the proxy statement relating to the Company’s 2010 annual meeting of stockholders, which is incorporated herein by reference.

The following stock price performance graph is intended to allow review of stockholder returns, expressed in terms of the appreciation of the Company’s common stock relative to two broad-based stock performance indices. The information is included for historical comparative purposes only and should not be considered indicative of future stock performance. The graph compares the yearly percentage change in the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the Standard & Poor’s Composite 500 Stock Index and of the Dow Jones U.S. Exploration & Production Index (formerly Dow Jones Secondary Oil Stock Index) from December 31, 2004, through December 31, 2009.

 

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Apache Corporation, S&P 500 Index

and the Dow Jones US Exploration & Production Index

 

 

 

 

 

The following table sets forth selected financial data of the Company and its consolidated subsidiaries over the five-year period ended December 31, 2009, which information has been derived from the Company’s audited financial statements. This information should be read in connection with, and is qualified in its entirety by, the more detailed information in the Company’s financial statements set forth in Part IV, Item 15 of this Form 10-K. As discussed in more detail under Item 15, the 2009 numbers in the following table reflect a $2.82 billion ($1.98 billion net of tax) non-cash write-down of the carrying value of the Company’s U.S. and Canadian proved oil and gas properties as of March 31, 2009, as a result of ceiling test limitations. The 2008 numbers reflect a $5.3 billion ($3.6 billion net of tax) non-cash write-down of the carrying value of the Company’s U.S., U.K. North Sea, Canadian and Argentine proved oil and gas properties as of December 31, 2008.

 

 

For a discussion of significant acquisitions and divestitures, see Note 2 — Significant Acquisitions and Divestitures in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K.

 

Apache Corporation, a Delaware corporation formed in 1954, is an independent energy company engaged in worldwide crude oil, natural gas and NGL exploration and production. In North America, our exploration and production operations are focused in the Gulf of Mexico, the Gulf Coast, East Texas, the Permian Basin, the Anadarko Basin and the Western Sedimentary Basin of Canada. Outside of North America, we have exploration and production operations onshore Egypt, offshore Western Australia, offshore the United Kingdom (U.K.) in the North Sea (North Sea), and onshore Argentina. We also have exploration interests on the Chilean side of the island of Tierra del Fuego.

 

The following discussion should be read together with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K, and the Risk Factors information set forth in Part I, Item 1A of this Form 10-K.

 

Executive Overview

 

Strategy

 

Apache’s mission is to grow a profitable upstream oil and gas company for the long-term benefit of our shareholders. Apache’s long-term perspective has many dimensions, with the following core principles:

 

 

Throughout the cycles of our industry, these strategies have underpinned our ability to deliver production and reserve growth and achieve competitive investment rates of return for the benefit of our shareholders. We have increased reserves 22 out of the last 24 years and production 29 out of the past 31 years, a testament to our consistency over the long-term.

 

These strategies have served us well in the past and should continue to serve us well going forward. However, we also believe several long-term trends across the globe will have a tremendous impact on supply and demand for fuel and on Apache’s business model in the years ahead.

 

 

We believe Apache’s evolution from a domestic driller and producer to an independent global exploration and production company, coupled with our sense of urgency, discipline, innovation and spirit, positions us well to take advantage of these impending trends. Our current production base provides the cash flow required for us to seek out larger exploration targets while developing our discoveries, including Qasr in Egypt, Julimar in Australia and the Horn River Basin of British Columbia.

 

As we head into 2010, we anticipate that higher production will generate adequate cash flow to support a higher activity level compared to 2009. Two oil developments in Australia — Van Gogh and Pyrenees — will contribute significant volumes in 2010. Also, gas production in the Horn River Basin shale play will begin ramping up in 2010 as Apache’s teams apply technological innovations to complete wells more quickly and at lower cost.

However, while we are comfortable that our $2 billion of cash on hand at year-end and the additional liquidity available from our credit facilities will provide ample flexibility to pursue additional exploration activity or opportunistic, value-adding acquisitions, lingering issues in the credit markets clearly demonstrate that any detectable economic recovery is fragile at best. Therefore, we will continue to manage drilling and development capital spending in line with available cash flow.

 

Financial and Operating Results

 

The dramatic decline in oil and gas prices and global financial crisis that began in 2008 provided the backdrop for our primary objective in 2009: living within our cash flow to preserve financial flexibility. Although we curtailed activity to achieve this objective, Apache delivered record annual average daily production — up nine percent from 2008 — and added slightly more reserves, excluding revisions, than we produced.

 

The decline in oil and gas prices impacted Apache’s 2009 financial results, requiring us to reduce the carrying value of oil and gas properties and resulting in a $1.98-billion non-cash charge to earnings during the first quarter. However, with rebounding oil prices and higher production, earnings strengthened throughout the remainder of the year.

 

To ensure we lived within cash flow, we reduced 2009 activity and investments to $4.1 billion, 39 percent below 2008 levels. Despite curtailed capital spending, we moved forward on several large development projects, pursued exploration opportunities resulting in several important new discoveries, increased production nine percent to a record 583,328 boe/d and generated $4.2 billion in net cash provided by operating activities. In addition, we maintained our strong balance sheet and ample liquidity levels, exiting 2009 with a debt-to-capitalization ratio of 24 percent, just over $2 billion of cash and $2.3 billion in available committed borrowing capacity. We also believe our single-A debt ratings provide a competitive advantage in accessing capital.

 

For the year, Apache recorded a net loss of $292 million, or $.87 per common diluted share, compared to 2008 net income of $706 million, or $2.09 per common diluted share. Apache’s 2009 reported adjusted earnings (1) , which exclude certain items impacting the comparability of results, were $1.98 billion or $5.59 per common diluted share, down from $3.8 billion or $11.22 per common diluted share in the prior year. We generated net cash provided by operating activities totaling $4.2 billion, down from $7.1 billion in 2008.

 

The following items impacted our 2009 earnings and cash flow as compared to 2008:

 

 

(1) See Results of Operations — Non-GAAP Measures — Adjusted Earnings for a description of Adjusted Earnings, which is not a U.S. Generally Accepted Accounting Principles (GAAP) measure, and a reconciliation to this measure from Income (Loss) Attributable to Common Stock, which is presented in accordance with GAAP.

 

Proposed Climate Change Legislation

 

Management believes that climate change legislation globally is undergoing a phase of significant evolution, and as a consequence, the Company perceives an unusual lack of clarity surrounding this issue. Furthermore, in the United States, the Company is concerned that legislation will distort markets and protect other energy sectors. The Company believes that natural gas offers the most cost effective means to reduce greenhouse gas (GHG) emissions rapidly and the Company is well positioned to contribute to an overall increase of natural gas supply.

Apache Greenhouse Gas Emissions Reporting

 

Total gross GHG emissions from Apache operated properties world-wide are calculated and reported to the Carbon Disclosure Project (CDP) on a country-by-country basis using recognized international protocols. Currently the CDP maintains a public access website with Apache information for calendar year 2008. Emissions for calendar year 2009 are due to be reported to CDP by May for posting later in 2010. Readers are advised that Apache GHG emissions values are not subject to the same rigorous controls for accuracy and reliability as financial data found in this filing, and that there are inherent limitations for directly measuring GHG emissions from oil and gas production facilities in general.

 

In addition, for required facilities, Apache GHG emissions are reported to local and national authorities in Australia, Canada and the United Kingdom following reporting standards specific to each jurisdiction, and verified according to regulatory requirements. For 2010, the United States Environmental Protection Agency will require emissions reports covering some of our largest fixed combustion facilities.

 

Operating Highlights

 

Operational highlights for the year and growth drivers for 2010 and beyond are as follows:

 

Australia

 

During 2009 the Australia region restored operations and increased capacity at the Varanus Island gas processing facility, and it continued to lay the foundation for future growth by developing previously discovered fields that will come on-line over the short, intermediate and long terms. Our Van Gogh and Pyrenees discoveries (oil fields) commenced production in the first quarter of 2010. In the intermediate-term, our Halyard and Reindeer discoveries (gas fields) are scheduled to begin producing in 2011. In the longer term, we will see additional production from our Julimar, Macedon and Coniston field discoveries, as discussed below.

 

Discoveries expected to begin producing in 2010

 

 

Peak production from the Van Gogh and Pyrenees discoveries is projected to reach a combined 40,000 b/d net to Apache.

 

Discoveries expected to begin producing in 2011

 

 

Discoveries expected to begin producing after 2011

 

 

  Egypt

 

Notable successes during the year include:

 

2X Project

 

 

Double-digit Growth in both oil and gas production

 

 

Development, Exploration and Appraisal Activity

 

 

North America

 

Apache’s North American asset base, comprised of the U.S. Central and Gulf Coast Regions along with Canada, reflects the balanced portfolio approach that has long been one of the Company’s greatest strengths. The Central Region provided steady, predictable results with its high-quality assets and large acreage base. The Gulf Coast Region delivered solid production despite curtailment of capital spending. Also, the region restored virtually all production shut-in by hurricanes. Canada laid the foundation for future growth through its shale-gas plays and Kitimat LNG acquisition. Operating highlights for 2009 and future growth drivers for our North American operations include the following:

 

U.S. Central Region

 

 

 

U.S. Gulf Coast Region

 

 

Canada

 

Unconventional gas opportunities in Canada are anticipated to drive future growth of Apache’s Canadian region, moving beyond conventional plays in Alberta, British Columbia and Saskatchewan that have been the foundation of the region’s activities for 15 years.

 

 

 

North Sea

 

Apache entered the North Sea in 2003 upon acquiring an approximate 97-percent working interest in the Forties field (Forties). Production increased two percent in 2009, as gains from our drilling and workover programs more than offset unplanned downtime to replace an original vintage spool section at the end of the Bravo-Charlie infield pipeline, which lowered production for the year by 2,690 boe/d.

 

In addition to an active year of drilling, we completed and made significant progress on several important facility projects that will benefit Forties in the years ahead. The Delta-Charlie infield pipeline was replaced, bringing improved mechanical integrity. We installed and commissioned a new power turbine on Delta to support increasing field-water injection during 2010. On the Charlie platform, we purchased equipment, cleared access and began installing components late in 2009 for a new high-pressure gas lift system that will be operational in early 2011. Work that began on the Echo platform several years ago to replace the antiquated and unreliable controls system with a modern version was fundamentally completed. The various facility upgrade and improvement projects completed in recent years resulted in a significant reduction in the number of occurrences of unplanned downtime. In 2009 we had fewer events causing unplanned downtime than we have experienced in any year since acquiring the Forties field; 64 percent less than our previous best year.

 

Argentina

 

Argentina announced several strategic agreements during 2009 that will improve the long-term viability of our investments.

 

Exploration Activity

 

 

Development Activity

 

 

Chile

 

Exploration Activity

 

In November 2007 Apache was awarded exploration rights on two blocks comprising approximately one million net acres on the Chilean side of Tierra del Fuego. This acreage is adjacent to our 552,000 net acres on the Argentine side of the island of Tierra del Fuego and represents a natural extension of our expanding exploration and production operations. The Lenga and Rusfin Blocks were ratified by the Chilean government on July 24, 2008. In January 2009 a 3-D seismic survey totaling 1,000 square kilometers was completed, and in November 2009 the first of a three-well exploration program commenced drilling. Two of the wells reached total depth by year-end 2009, with drilling completed on the third well in early 2010. Currently a completion rig is conducting testing and completion efforts on the three wells. During 2010 the region will invest approximately $25 million to $35 million for drilling and seismic acquisition.

 

Results of Operations

 

Oil and Gas Revenues, Production and Prices