APA 10-K Annual Report Dec. 31, 2018 | Alphaminr
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APA 10-K Fiscal year ended Dec. 31, 2018

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APACHE CORP
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PROXIES
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of Registrant, dated September 19, 2013, as filed with the Secretary of State of Delaware on September 19, 2013 (incorporated by reference to Exhibit 3.2 to Registrants Current Report on Form 8-K filed September 20, 2013, SEC File No. 001-4300). 3.2 Certificate of Amendment of Restated Certificate of Incorporation of Registrant, dated May 14, 2015, as filed with the Secretary of State of Delaware on May 14, 2015 (incorporated by reference to Exhibit 3.2 to Registrants Current Report on Form 8-K filed May 20, 2015, SEC File No. 001-04300). 3.3 Bylaws of Registrant, as amended May 11, 2017, (incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed May 16, 2017, SEC File No. 001-4300). 4.1 Form of Certificate for Registrants Common Stock (incorporated by reference to Exhibit 4.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, SEC File No. 001-4300). 4.2 Form of 3.625% Notes due 2021 (incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K, dated November 30, 2010, filed on December 3, 2010, SEC File No. 001-4300). 4.3 Form of 5.250% Notes due 2042 (incorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K, dated November 30, 2010, filed on December 3, 2010, SEC File No. 001-4300). 4.4 Form of 5.100% Notes due 2040 (incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K, dated August 17, 2010, filed on August 20, 2010, SEC File No. 001-4300). 4.5 Form of 3.25% Note due 2022 (incorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K, dated April 3, 2012, filed on April 9, 2012, SEC File No. 001-4300). 4.6 Form of 4.75% Notes due 2043 (incorporated by reference to Exhibit 4.3 to Registrants Current Report on Form 8-K, dated April 3, 2012, filed on April 9, 2012, SEC File No. 001-4300). 4.7 Form of 2.625% Notes due 2023 (incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K, dated November 28, 2012, filed on December 4, 2012, SEC File No. 001-4300). 4.8 Form of 4.250% Notes due 2044 (incorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K, dated November 28, 2012, filed on December 4, 2012, SEC File No. 001-4300). 4.9 Form of 4.375% Notes due 2028 (incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K, filed on August 16, 2018, SEC File No. 001-4300). 4.12 Amendment No. 2, dated March 10, 2014, to the Rights Agreement by and between Registrant and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to Registrants Registration Statement on Form 8-A, filed March 10, 2014, SEC File No. 001-4300). 4.16 Supplemental Indenture, dated as of August 14, 2017, among Apache Finance Canada Corporation, Apache Corporation, and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as trustee (incorporated by reference to Exhibit 4.1 to Registrants Quarterly Report on Form 10-Q filed November 3, 2017, SEC File No. 001-04300). 4.18 Senior Indenture, dated May 19, 2011, between Registrant and Wells Fargo Bank, National Association, as trustee, governing the senior debt securities of Apache Corporation (incorporated by reference to Exhibit 4.14 to Registrants Registration Statement on Form S-3, dated May 23, 2011, Reg. No. 333-174429). 4.19 Indenture, dated August 14, 2018, by and between Apache Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.5 to Registrants Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed August 14, 2018, SEC File No. 333-219345). 4.20 Form of Apache Corporation November10, 2010 First Non-Qualified Stock Option Agreement for Certain Employees of Apache Corporation (incorporated by reference to Exhibit 4.6 to Registrants Registration Statement on Form S-8 filed on November 10, 2010, Reg. No. 333-170533). 4.21 Form of Apache Corporation November10, 2010 Second Non-Qualified Stock Option Agreement for Certain Employees of Apache Corporation (incorporated by reference to Exhibit 4.7 to Registrants Registration Statement on Form S-8 filed on November 10, 2010, Reg. No. 333-170533). 4.22 Form of Apache Corporation November10, 2010 Non-Statutory Stock Option Agreement for Certain Employees of Apache Corporation (incorporated by reference to Exhibit 4.8 to Registrants Registration Statement on Form S-8 filed on November 10, 2010, Reg. No. 333-170533). 10.1 Credit Agreement, dated as of March 14, 2018, among Apache Corporation, the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, Citibank, N.A., Royal Bank of Canada, HSBC Bank USA, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd, Wells Fargo Bank, National Association, Goldman Sachs Bank USA, The Toronto-Dominion Bank, New York Branch, and Mizuho Bank, Ltd., as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed March 19, 2018). 10.3 First Amendment to Apache Corporation Corporate Incentive Compensation Plan A, dated November20, 2008, effective as of January1, 2005 (incorporated by reference to Exhibit 10.17 to Registrants Annual Report on Form 10-K for year ended December 31, 2008, SEC File No. 001-4300). 10.5 First Amendment to Apache Corporation Corporate Incentive Compensation Plan B, dated November20, 2008, effective as of January1, 2005 (incorporated by reference to Exhibit 10.19 to Registrants Annual Report on Form 10-K for year ended December 31, 2008, SEC File No. 001-4300). 10.6 Apache Corporation 401(k) Savings Plan, as amended and restated, dated March 17, 2015, effective January 31, 2014 (incorporated by reference to Exhibit 10.15 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300). 10.7 Amendment to Apache Corporation 401(k) Savings Plan, dated April 17, 2014 (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, SEC File No. 001-4300). 10.8 Amendment to Apache Corporation 401(k) Savings Plan, dated May 16, 2014 (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300). 10.9 Amendment to Apache Corporation 401(k) Savings Plan, effective February 3, 2016 (incorporated by reference to Exhibit 10.18 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300). 10.10 Non-Qualified Retirement/Savings Plan of Apache Corporation, as amended and restated, dated July 16, 2014, effective January 1, 2015 (incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300). 10.11 Non-Qualified Restorative Retirement Savings Plan of Apache Corporation, as amended and restated, dated July 16, 2014, effective January 1, 2015 (incorporated by reference to Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300). 10.12 Apache Corporation 2016 Omnibus Compensation Plan, dated February 3, 2016, effective May 12, 2016 (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed May 16, 2016, SEC File No. 001-4300). 10.13 Apache Corporation 2011 Omnibus Equity Compensation Plan, as amended and restated May 12, 2016 (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, SEC File No. 001-4300). 10.14 Apache Corporation 2007 Omnibus Equity Compensation Plan, as amended and restated May 4, 2011 (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, SEC File No. 001-4300). 10.15 Apache Corporation 2005 Stock Option Plan, as amended and restated September 16, 2013 (incorporated by reference to Exhibit 10.3 to Registrants Quarterly Report on Form10-Q for the quarter ended September 30, 2013, File No. 001-4300). 10.16 Apache Corporation Income Continuance Plan, as amended and restated July 14, 2010, effective January 1, 2009 (incorporated by reference to Exhibit 10.5 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, SEC File No. 001-4300). 10.17 Apache Corporation Deferred Delivery Plan, as amended and restated May 12, 2016 (incorporated by reference to Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, SEC File No. 001-4300). 10.18 Apache Corporation Non-Employee Directors Compensation Plan, as amended and restated July 13, 2017 (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, SEC File No. 001-4300). 10.19 Apache Corporation Outside Directors Retirement Plan, as amended and restated July 16, 2014, effective June 30, 2014 (incorporated by reference to Exhibit 10.5 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300). 10.20 Apache Corporation Equity Compensation Plan for Non-Employee Directors, as amended and restated February8, 2007 (incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March31, 2007, SEC File No. 001-4300). 10.21 Apache Corporation Non-Employee Directors Restricted Stock Units Program, as amended and restated May 14, 2015 (incorporated by reference to Exhibit 10.6 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, SEC File No. 001-4300). 10.22 Apache Corporation Non-Employee Directors Restricted Stock Units Program, effective May 12, 2016, pursuant to Apache Corporation 2016 Omnibus Compensation Plan (incorporated by reference to Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, SEC File No. 001-4300). 10.23 Apache Corporation Outside Directors Deferral Program, effective May 12, 2016, pursuant to Apache Corporation 2016 Omnibus Compensation Plan (incorporated by reference to Exhibit 10.5 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, SEC File No. 001-4300). 10.24 Apache Corporation Outside Directors Deferral Program, effective July 16, 2014, pursuant to Apache Corporation 2011 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.7 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300). 10.25 Employment Agreement between Registrant and G. Steven Farris, dated June 6, 1988, and First Amendment, dated November 20, 2008, effective as of January 1, 2005 (incorporated by reference to Exhibit 10.44 to Registrants Annual Report on Form 10-K for year ended December 31, 2008, SEC File No. 001-4300). 10.26 Retirement Agreement, dated January 19, 2015, between Registrant and G. Steven Farris (incorporated by reference to Exhibit 10.39 to Registrants Annual Report on Form 10-K for the year ended December 31, 2014, SEC File No. 001-4300). 10.27 Apache Corporation Executive Termination Policy (incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, SEC File No. 001-4300). 10.28 2016 Employee Release and Settlement Agreement between Registrant and Thomas E. Voytovich, effective November 30, 2015 (incorporated by reference to Exhibit 10.41 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300). 10.29 2018 Employee Release and Benefits Agreement between Registrant and W. Kregg Olson, effective August 1, 2018 (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, SEC File No. 001-4300). 10.30 Form of Stock Option Award Agreement, dated May 6, 2009 (incorporated by reference to Exhibit 10.39 to Registrant's Annual Report on Form 10-K for year ended December 31, 2009, SEC File No. 001-4300). 10.31 Form of 2014 Performance Agreement (Total Shareholder Return), dated January 9, 2014 (incorporated by reference to Exhibit 10.46 to Registrants Annual Report on Form 10-K for year ended December 31, 2013, SEC File No. 001-4300). 10.32 Form of 2014 Performance Agreement (Business Performance), dated February 3, 2014 (incorporated by reference to Exhibit 10.47 to Registrants Annual Report on Form 10-K for year ended December 31, 2013, SEC File No. 001-4300). 10.33 Form of 2015 Performance Share Program Award Notice and Agreement, dated February 19, 2015 (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, SEC File No. 001-4300). 10.34 Restricted Stock Unit Award Agreement between Registrant and John J. Christmann, dated February 18, 2015 (incorporated by reference to Exhibit 10.7 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, SEC File No. 001-4300). 10.35 2015 Long Term Cash Performance Program Award Notice and Agreement between Registrant and Stephen J. Riney, dated April 8, 2015 (incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, SEC File No. 001-4300). 10.36 Form of 2016 Performance Share Program Award Notice and Agreement, dated January 7, 2016 (incorporated by reference to Exhibit 10.59 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300). 10.37 Form of 2017 Performance Share Program Award Notice and Agreement, dated December 13, 2016 (incorporated by reference to Exhibit 10.45 to Registrants Annual Report on Form 10-K for year ended December 31, 2016, SEC File No. 001-4300). 10.38 Form of Restricted Stock Unit Award Agreement, dated February 3, 2016 (incorporated by reference to Exhibit 10.60 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300). 10.39 Form of Restricted Stock Unit Award Agreement dated September 14, 2016 (2016 Omnibus Compensation Plan) (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, SEC File No. 001-4300). 10.40 Form of Stock Option Grant Agreement, dated December 13, 2016 (2016 Omnibus Compensation Plan (incorporated by reference to Exhibit 10.48 to Registrants Annual Report on Form 10-K for year ended December 31, 2016, SEC File No. 001-4300). 10.41 Form of 2018 Restricted Stock Unit Award Agreement dated January 16, 2018 (2016 Omnibus Compensation Plan) (incorporated by reference to Exhibit 10.43 to Registrants Annual Report on Form 10-K for the year ended December 31, 2017, SEC File No. 001-04300). 10.42 Form of 2018 Cash-Settled Restricted Stock Unit Award Agreement dated January 16, 2018 (2016 Omnibus Compensation Plan) (incorporated by reference to Exhibit 10.44 to Registrants Annual Report on Form 10-K for the year ended December 31, 2018, SEC File No. 001-04300). 10.43 Form of 2018 Performance Share Grant Agreement (2016 Omnibus Compensation Plan), dated January 16, 2018 (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed January 19, 2018, SEC File No. 001-04300). 10.44 Form of 2018 Stock Option Grant Agreement (2016 Omnibus Compensation Plan), dated January 16, 2018 (incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed January 19, 2018, SEC File No. 001-04300). 10.45 Form of 2019 Performance Share Program (2016 Omnibus Compensation Plan), dated January 3, 2019 (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed January 7, 2019, SEC File No. 001-04300). 10.46 Form of 2019 Cash-Based Restricted Stock Unit Grant Agreement (2016 Omnibus Compensation Plan), dated January 3, 2019 (incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed January 7, 2019, SEC File No. 001-04300). *10.47 Form of 2019 Restricted Stock Unit Award Agreement dated (2016 Omnibus Compensation Plan), dated January 3, 2019. *10.48 Form of 2019 Cash-Based Restricted Stock Unit Grant Agreement (2016 Omnibus Compensation Plan), dated January 3, 2019. 10.49 Form of Stock Option Award Agreement, dated February 3, 2016 (incorporated by reference to Exhibit 10.61 to Registrants Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300). *21.1 Subsidiaries of Registrant. *23.1 Consent of Ernst & Young LLP. *23.2 Consent of Ryder Scott Company, L.P., Petroleum Consultants. *31.1 Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer. *31.2 Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer. *32.1 Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Executive Officer and Principal Financial Officer. *99.1 Report of Ryder Scott Company, L.P., Petroleum Consultants.