APA Corp
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
Contents
Note
- OTHER CURRENT ASSETS
The following table provides detail of the Company’s other current assets:
| September 30,2025 | December 31,2024 | |
|---|---|---|
| (In millions) | ||
| Inventories | $361 | $425 |
| Drilling advances | 85 | 184 |
| Current decommissioning security for sold Gulf of America assets | 19 | 157 |
| Prepaid assets and other | 19 | 54 |
| Total Other current assets | $484 | $820 |
- OTHER CURRENT LIABILITIES
The following table provides detail of the Company’s other current liabilities:
| September 30,2025 | December 31,2024 | |
|---|---|---|
| (In millions) | ||
| Accrued operating expenses | $139 | $204 |
| Accrued exploration and development | 367 | 460 |
| Accrued compensation and benefits | 199 | 223 |
| Accrued interest | 55 | 93 |
| Accrued income taxes | 80 | 221 |
| Current asset retirement obligation | 103 | 103 |
| Current operating lease liability | 103 | 118 |
| Current decommissioning contingency for sold Gulf of America properties | 110 | 88 |
| Other | 256 | 168 |
| Total Other current liabilities | $1,412 | $1,678 |
- ASSET RETIREMENT OBLIGATION
The following table describes changes to the Company’s asset retirement obligation (ARO) liability:
| (In millions) | |
|---|---|
| Asset retirement obligation, December 31, 2024 | $2,694 |
| Liabilities incurred | 18 |
| Liabilities settled | (73) |
| Liabilities divested | (9) |
| Accretion expense | 118 |
| Revisions in estimated liabilities | 2 |
| Asset retirement obligation, September 30, 2025 | 2,750 |
| Less current portion | (103) |
| Asset retirement obligation, long-term | $2,647 |
- DEBT AND FINANCING COSTS
The following table presents the carrying values of the Company’s debt:
| September 30,2025 | December 31,2024 | |
|---|---|---|
| (In millions) | ||
| APA notes and debentures before unamortized discount and debt issuance costs(1) | $3,579 | $— |
| Apache notes and debentures before unamortized discount and debt issuance costs(2) | 932 | 4,835 |
| APA commercial paper, term loan, and revolving credit facilities(3) | — | 1,233 |
| Apache finance lease obligations | 28 | 30 |
| Unamortized discount | (23) | (25) |
| Debt issuance costs | (28) | (29) |
| Total debt | 4,488 | 6,044 |
| Current maturities | (213) | (53) |
| Long-term debt | $4,275 | $5,991 |
(1) The fair values of the APA notes and debentures were $3.4 billion as of September 30, 2025. There wasno APA indenture debt outstanding on December 31, 2024.
(2) The fair values of the Apache notes and debentures were $880 million and $4.4 billion as of September 30, 2025 and December 31, 2024, respectively. The Company uses a market approach to determine the fair values of its notes and debentures using estimates provided by an independent investment financial data services firm (a Level 2 fair value measurement).
(3) The carrying value of borrowings on the commercial paper, term loan, and revolving credit facilities approximates fair value because interest rates are variable and reflective of market rates.
At each of September 30, 2025 and December 31, 2024, current debt included $2 million of finance lease obligations and $211 million of APA and Apache notes coming due within the next year.
Financing Costs, Net
The following table presents the components of the Company’s financing costs, net:
| For the Quarter EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In millions) | ||||
| Interest expense | $72 | $109 | $249 | $302 |
| Amortization of debt issuance costs | 2 | 1 | 6 | 4 |
| Capitalized interest | (12) | (8) | (32) | (22) |
| Gain on extinguishment of debt | (2) | — | (147) | — |
| Interest income | (14) | (2) | (21) | (8) |
| Financing costs, net | $46 | $100 | $55 | $276 |
Indenture Debt Activity
On August 20, 2025, Apache redeemed the outstanding $51 million principal amount of 4.625% Notes due 2025, at a redemption price equal to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date.
Also during the third quarter of 2025, the Company purchased in the open market and had canceled indebtedness issued under indentures of APA and Apache in an aggregate principal amount of $14 million for an aggregate purchase price of $12 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $3 million. The Company recognized a $2 million gain on these repurchases.
During the first nine months of 2025, the Company purchased in the open market and had canceled indebtedness issued under indentures of APA and Apache in an aggregate principal amount of $122 million for an aggregate purchase price of $112 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $13 million. The Company recognized a $12 million gain on these repurchases.
The repurchases were partially financed by APA’s borrowing under the Company’s commercial paper program. Refer to discussion of APA exchange and tender offers for Apache indenture debt below for further details regarding the gain on extinguishment of debt during the quarter ended March 31, 2025.
APA Exchange and Tender Offers for Apache Indenture Debt
On January 10, 2025, the Company settled its private exchange and cash tender offers for certain notes and debentures issued by Apache under its indentures. The Company also then settled its private offering of new notes to fund in part its purchase of Apache notes in APA’s cash tender offers. In settling these offerings pursuant to their respective terms:
APA issued new notes and debentures under its indentures in aggregate principal amounts of (i) $2.5 billion in exchange for Apache notes and debentures tendered and accepted in APA’s exchange offers, (ii) $203 million in exchange for Apache notes tendered in the cash tender offers in excess of the stated maximum purchase amount or series caps, and (iii) $850 million in the new notes offering, comprised of $350 million aggregate principal amount of APA’s 6.10% Notes due 2035 and $500 million aggregate principal amount of APA’s 6.75% Notes due 2055.
In addition to issuing the APA notes in the exchange offers, APA paid a total of $2.5 million in cash as part of the exchange consideration.
APA paid a total of $869 million in cash in the tender offers (comprised of tender offer consideration, exchange consideration for tendered notes exchanged, early participation premium, and accrued interest) for the aggregate $1 billion in principal amount of Apache notes tendered and accepted in the cash tender offers. The Company recognized a gain of $135 million on these purchases, including broker fees and loan costs.
Net proceeds from the sale of the notes in APA’s new notes offering, after deducting the initial purchasers’ discounts and estimated offering expenses, were approximately $839 million and were used to fund in part APA’s purchase of Apache notes in APA’s cash tender offers.
Each series of APA notes and debentures issued in settlement of the exchange and tender offers had the same interest rate, maturity date, and interest payment dates and the same optional redemption prices (if any) as the corresponding series of Apache notes and debentures for which they were exchanged.
Each series of APA notes and debentures issued in settlement of the exchange and tender offers and new notes offering were fully and unconditionally guaranteed by Apache until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures was less than $1 billion, which occurred in May 2025, after which Apache’s guarantees were terminated in accordance with their terms on May 16, 2025.
APA entered into two registration rights agreements, one covering notes and debentures issued in APA’s exchange and tender offers and one covering notes issued in APA’s new notes offering (each a Registration Rights Agreement). These offerings were not registered under the Securities Act of 1933, as amended (Securities Act), in reliance upon an exemption therefrom, and the APA notes and debentures issued pursuant to such offers are subject to certain transfer restrictions (collectively, the Unregistered Notes). Each Registration Rights Agreement required APA to use commercially reasonable efforts to cause to be filed and become effective under the Securities Act, a registration statement with respect to a registered offer to exchange each series of Unregistered Notes for registered notes and debentures issued by APA containing terms substantially identical in all material respects to the applicable series of Unregistered Notes (except that the registered notes and debentures do not contain terms with respect to transfer restrictions, registration rights applicable to the Unregistered Notes, or any increase in annual interest rate for failure to comply with such registration rights). In August 2025, APA filed such registration statement, and it became effective. On September 18, 2025, APA settled the exchange offers covered by such registration statement, issuing registered notes and debentures in the same aggregate principal amount as the Unregistered Notes accepted for exchange and canceled. Of the $3.6 billion aggregate principal amount of Unregistered Notes covered by the exchange offers,99 percent was exchanged for registered notes and debentures, and the remaining Unregistered Notes remained outstanding.
Unsecured 2025 Committed Credit Facilities
On January 15, 2025, the Company entered intotwo unsecured syndicated credit agreements for general corporate purposes:
One agreement is denominated in US dollars (the 2025 USD Agreement) and provides for an unsecured five-year revolving credit facility for loans and letters of credit, with aggregate commitments of US$2.0 billion (including a letter of credit subfacility of up to US$750 million, of which US$250 million currently is committed). APA may increase commitments up to an aggregate US$2.5 billion by adding new lenders or obtaining the consent of any increasing existing lenders. This facility matures in January 2030, subject to the Company’stwo, one-year extension options.
The second agreement is denominated in pounds sterling (the 2025 GBP Agreement) and provides for an unsecured five-year revolving credit facility, with aggregate commitments of £1.5 billion for loans and letters of credit. This facility matures in January 2030, subject to the Company’stwo, one-year extension options.
Apache guaranteed obligations under each of the 2025 USD Agreement and 2025 GBP Agreement (each, a 2025 Agreement) effective until the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures first was less than US$1.0 billion, which occurred in May 2025, after which Apache’s guarantees were terminated in accordance with their terms on May 16, 2025.
The 2025 Agreements replaced on substantially the same termstwo syndicated credit agreements that the Company entered in April 2022:
One agreement was denominated in US dollars (the 2022 USD Agreement) and provided for an unsecured five-year revolving credit facility, with aggregate commitments of US$1.8 billion (including a letter of credit subfacility of up to US$750 million, of which US$150 million was committed).
The second agreement was denominated in pounds sterling (the 2022 GBP Agreement) and provided for an unsecured five-year revolving credit facility, with aggregate commitments of £1.5 billion for loans and letters of credit.
On January 15, 2025, the Company terminated commitments under both the 2022 USD Agreement and 2022 GBP Agreement in connection with entry into the 2025 Agreements.
As of September 30, 2025, there wereno borrowings or letters of credit outstanding under the 2025 USD Agreement and an aggregate £1 million in letters of credit outstanding under the 2025 GBP Agreement. As of December 31, 2024, there were $10 million of borrowings andno letters of credit outstanding under the 2022 USD Agreement and an aggregate £303 million in letters of credit outstanding under the 2022 GBP Agreement.
Uncommitted Lines of Credit
Each of the Company and Apache, from time to time, has and uses uncommitted credit and letter of credit facilities for working capital and credit support purposes. As of September 30, 2025 and December 31, 2024, there wereno outstanding borrowings under these facilities. As of September 30, 2025, there were £817 million and $11 million in letters of credit outstanding under these facilities. As of December 31, 2024, there were £640 million and $11 million in letters of credit outstanding under these facilities.
Commercial Paper Program
The Company has a commercial paper program under which it from time to time may issue in private placements exempt from registration under the Securities Act short-term unsecured promissory notes (CP Notes) up to a maximum aggregate face amount of $2.0 billion outstanding at any time. The program was established in December 2023, and the maximum aggregate face amount of CP Notes issuable thereunder was increased to $2.0 billion from $1.8 billion on June 20, 2025. The maturities of CP Notes may vary but may not exceed 397 days from the date of issuance. Outstanding CP Notes are supported by available borrowing capacity under the Company’s committed revolving credit facilities for general corporate purposes, which as of September 30, 2025, included the $2.0 billion 2025 USD Agreement.
Payment of CP Notes was unconditionally guaranteed on an unsecured basis by Apache, such guarantee effective until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures was less than US$1.0 billion, which occurred in May 2025, after which Apache’s guarantees were terminated in accordance with their terms on June 20, 2025.
The CP Notes are sold under customary market terms in the U.S. commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance.
As of September 30, 2025, the Company hadno CP Notes outstanding. As of December 31, 2024, the Company had $323 million in aggregate face amount of CP Notes outstanding, which was classified as long-term debt.
Unsecured Committed Term Loan Facility
On January 30, 2024, APA entered into a syndicated credit agreement under which the lenders committed an aggregate $2.0 billion for senior unsecured delayed-draw term loans to APA (Term Loan Credit Agreement), the proceeds of which could be used to refinance certain indebtedness of Callon upon closings of APA’s acquisition of Callon and the Term Loan Credit Agreement. Of such aggregate commitments, $1.5 billion was for term loans that would mature three years after the date of such closings (3-Year Tranche Loans) and $500 million was for term loans that would mature 364 days after the date of such closings (364-Day Tranche Loans).
On April 1, 2024, APA acquired Callon and closed the transactions under the Term Loan Credit Agreement, electing to borrow an aggregate $1.5 billion in 3-Year Tranche Loans maturing April 1, 2027 and to allow the lender commitments for the 364-Day Tranche Loans to expire.
As of December 31, 2024, there were $900 million in 3-Year Tranche Loans remaining outstanding under the Term Loan Credit Agreement. APA could at any time prepay loans under the Term Loan Credit Agreement, which it elected to do on March 10, 2025, when APA fully repaid amounts outstanding under the Term Loan Credit Agreement. The repayment was partially financed with borrowings under APA’s 2025 USD Agreement and commercial paper program.
- INCOME TAXES
The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Non-cash impairments on the carrying value of the Company’s oil and gas properties, gains and losses on the sale of assets, statutory tax rate changes, and other significant or unusual items are recognized as discrete items in the quarter in which they occur.
The Company’s effective income tax rate for the three and nine months ended September 30, 2025 differed from the U.S. federal statutory income tax rate of 21 percent due to taxes on foreign operations and a deferred tax expense related to the remeasurement of taxes in the U.K. as a result of the enactment of Finance Act 2025 on March 20, 2025. The Company’s effective income tax rate for the three and nine months ended September 30, 2024 differed from the U.S. federal statutory income tax rate of 21 percent due to taxes on foreign operations.
On March 20, 2025, Finance Act 2025 was enacted, receiving Royal Assent, and included amendments to the Energy (Oil and Gas) Profits Levy Act of 2022, increasing the levy from a 35 percent rate to a 38 percent rate, among other changes, effective for the period of November 1, 2024 through March 31, 2030. Under GAAP, the financial statement impact of new legislation is recorded in the period of enactment. Therefore, in the first quarter of 2025, the Company recorded a deferred tax expense of $76 million related to the remeasurement of the December 31, 2024 U.K. deferred tax liability.
On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act of 2025 (OBBBA). Among other changes, the OBBBA expanded and made permanent 100 percent bonus depreciation for eligible assets acquired and placed in service after January 19, 2025, and aligned the treatment of intangible drilling costs for corporate alternative minimum tax (CAMT) purposes with regular tax treatment starting in 2026. The Company does not expect the OBBBA to have a material impact on total tax expense for the year ended December 31, 2025, as impacts to current tax expense are offset by impacts to deferred tax expense. In the third quarter of 2025, the Company has recorded a current tax benefit of $29 million fully offset by a deferred tax expense of the same amount.
On September 30, 2025, the Internal Revenue Service issued further interim guidance on CAMT. Among other changes, the guidance provided for a reduction to CAMT related to net operating loss utilization for regular federal income tax purposes. The Company does not expect this guidance to have a material impact on total tax expense for the year ended December 31, 2025, as impacts to current tax expense are offset by impacts to deferred tax expense. In the third quarter of 2025, the Company has recorded a current tax benefit of $60 million, fully offset by a deferred tax expense of the same amount.
In December 2021, the Organisation for Economic Co-operation and Development issued Pillar Two Model Rules introducing a new global minimum tax of 15 percent on a country-by-country basis, with certain aspects effective in certain jurisdictions on January 1, 2024. Although the Company continues to monitor enacted legislation to implement these rules in countries where the Company could be impacted, the Company does not expect that the Pillar Two framework will have a material impact on its consolidated financial statements.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income or capital taxes in various states and foreign jurisdictions. The Company’s tax reserves are related to tax years that may be subject to examination by the relevant taxing authority.
- COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company is party to various legal actions arising in the ordinary course of business, including litigation and governmental and regulatory controls, which also may include controls related to the potential impacts of climate change. As of September 30, 2025, the Company has an accrued liability of approximately $15 million for all legal contingencies that are deemed to be probable of occurring and can be reasonably estimated. The Company’s estimates are based on information known about the matters and its experience in contesting, litigating, and settling similar matters. Although actual amounts could differ from management’s estimate, none of the actions are believed by management to involve future amounts that would be material to the Company’s financial position, results of operations, or liquidity after consideration of recorded accruals. With respect to material matters for which the Company believes an unfavorable outcome is reasonably possible, the Company has disclosed the nature of the matter and a range of potential exposure, unless an estimate cannot be made at this time. It is management’s opinion that the loss for any other litigation matters and claims that are reasonably possible to occur will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.
For additional information on Legal Matters described below, refer to Note 11—Commitments and Contingencies to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Louisiana Restoration
As more fully described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Louisiana surface owners often file lawsuits or assert claims against oil and gas companies, including the Company, claiming that operators and working interest owners in the chain of title are liable for environmental damages on the leased premises, including damages measured by the cost of restoration of the leased premises to its original condition, regardless of the value of the underlying property. From time to time, restoration lawsuits and claims are resolved by the Company for amounts that are not material to the Company, while new lawsuits and claims are asserted against the Company. With respect to each of the pending lawsuits and claims, the amount claimed is not currently determinable or is not material. Further, the overall exposure related to these lawsuits and claims is not currently determinable. While adverse judgments against the Company are possible, the Company intends to actively defend these lawsuits and claims.
Currently, the State of Louisiana, a number of coastal parishes in Louisiana, and the City of New Orleans, as plaintiffs, are all pursuing various lawsuits against many oil and gas producers with current or historic operations in Louisiana. In these cases, the plaintiffs allege that defendants’ oil and gas exploration, production, and transportation operations in specified fields were conducted in violation of the State and Local Coastal Resources Management Act of 1978, as amended, and applicable regulations, rules, orders, and ordinances promulgated or adopted thereunder by the Parish or the State of Louisiana. Plaintiffs allege that defendants caused substantial damage to land and water bodies located in the coastal zone of Louisiana. Plaintiffs seek, among other things, unspecified damages for alleged violations of applicable law within the coastal zone, the payment of costs necessary to clear, re-vegetate, detoxify, and otherwise restore the subject coastal zone as near as practicable to its original condition, and actual restoration of the coastal zone to its original condition. Following its settlement with the plaintiff parishes, the state, and the City of New Orleans, the Company has now resolved all lawsuits and potential liabilities related to the pending coastal zone litigation. The recent settlement with the City of New Orleans is not material and will not have an adverse impact on the Company’s financial position or liquidity.
Apollo Exploration Lawsuit
In a case captioned Apollo Exploration, LLC, Cogent Exploration, Ltd. Co. & SellmoCo, LLC v. Apache Corporation, Cause No. CV50538 in the 385 th Judicial District Court, Midland County, Texas, plaintiffs alleged damages in excess of $200 million (having previously claimed in excess of $1.1 billion) relating to purchase and sale agreements, mineral leases, and area of mutual interest agreements concerning properties located in Hartley, Moore, Potter, and Oldham Counties, Texas. The trial court entered final judgment in favor of the Company, ruling that the plaintiffs take nothing by their claims and awarding the Company its attorneys’ fees and costs incurred in defending the lawsuit. The court of appeals affirmed in part and reversed in part the trial court’s judgment thereby reinstating some of plaintiffs’ claims. The Texas Supreme Court granted the Company’s petition for review and heard oral argument in October 2022. On April 28, 2023, the Texas Supreme Court reversed the court of appeals’ decision and remanded the case back to the court of appeals for further proceedings. After plaintiffs’ request for rehearing, on July 21, 2023, the Texas Supreme Court reaffirmed its reversal of the court of appeals’ decision and remand of the case back to the court of appeals for further proceedings. Upon remand, on March 6, 2025, the court of appeals affirmed the entirety of the trial courts’ orders resulting in final judgment in favor of the Company, plaintiffs taking nothing by their claims, and awarding the Company its attorneys’ fees and costs incurred in defending the lawsuit. The plaintiffs did not appeal the court of appeals’ March 6, 2025 opinion, meaning that the judgment in favor of the Company is final.
Australian Operations Divestiture Dispute
Pursuant to a Sale and Purchase Agreement dated April 9, 2015 (Quadrant SPA), the Company and its subsidiaries divested Australian operations to Quadrant Energy Pty Ltd (Quadrant). Closing occurred on June 5, 2015. In April 2017, the Company filed suit against Quadrant for breach of the Quadrant SPA. In its suit, the Company seeks approximately AUD $80 million. In December 2017, Quadrant filed a defense of equitable set-off to the Company’s claim and a counterclaim seeking approximately AUD $200 million in the aggregate. In 2018, Quadrant was acquired by Australian oil and gas company Santos, Ltd., who assumed Quadrant’s place in the ongoing litigation. In early 2025, Santos amended the pending counterclaims to abandon a number of claims that had been asserted against the Company but maintaining counterclaims for approximately AUD $57 million. Santos then filed a new lawsuit in the Supreme Court of Western Australia contending that it may be liable to the Australian Taxation Office for assessments, penalties, and interest related to the 2014 and 2015 tax years of approximately AUD $133 million and asserting that, if such amounts must be paid, the Company is liable to Santos for those amounts under the Quadrant SPA. All lawsuits related to the Quadrant SPA have now been consolidated into the same proceeding. The Company will vigorously prosecute its claim while vigorously defending against any counterclaims.
Delaware Litigation
On September 10, 2020, the State of Delaware filed suit, individually and on behalf of the people of the State of Delaware, against over 25 oil and gas companies alleging damages as a result of global warming. Plaintiffs seek unspecified damages and abatement under various tort theories. The Company is vigorously defending the suit.
Kulp Minerals Lawsuit
On or about April 7, 2023, Apache was sued in a purported class action in New Mexico styled Kulp Minerals LLC v. Apache Corporation, Case No. D-506-CV-2023-00352 in the Fifth Judicial District. The Kulp Minerals case has not been certified and seeks to represent a group of owners allegedly owed statutory interest under New Mexico law as a result of purported late oil and gas payments. The amount of this claim is not yet reasonably determinable. The Company intends to vigorously defend against the claims asserted in this lawsuit.
Environmental Matters
The Company is not aware of any environmental claims existing as of September 30, 2025, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity. There can be no assurance, however, that current regulatory requirements will not change or past non-compliance with environmental laws will not be discovered on the Company’s properties.
Potential Decommissioning Obligations on Sold Properties
In 2013, Apache sold its Gulf of America (GOA) Shelf operations and properties and its GOA operating subsidiary, GOM Shelf LLC (GOM Shelf) to Fieldwood Energy LLC (Fieldwood). Fieldwood assumed the obligation to decommission the properties held by GOM Shelf and the properties acquired from Apache and its other subsidiaries (collectively, the Legacy GOA Assets). On February 14, 2018, Fieldwood filed for (and subsequently emerged from) Chapter 11 bankruptcy protection. On August 3, 2020, Fieldwood filed for (and subsequently emerged from) Chapter 11 bankruptcy protection for a second time. Upon emergence from this second bankruptcy, the Legacy GOA Assets were separated into a standalone company, which was subsequently merged into GOM Shelf. Under GOM Shelf’s limited liability company agreement, the proceeds of production of the Legacy GOA Assets are to be used to fund the operation of GOM Shelf and the decommissioning of Legacy GOA Assets. Pursuant to the terms of the original transaction, as amended in the first bankruptcy, the securing of the asset retirement obligations for the Legacy GOA Assets as and when Apache is required to perform or pay for any such decommissioning was accomplished through the posting of letters of credit in favor of Apache (Letters of Credit), the provision oftwo bonds (Bonds) in favor of Apache, and the establishment of a trust account of which Apache was a beneficiary and which was funded by net profits interests (NPIs) depending on future oil prices. In addition, after such sources have been exhausted, Apache agreed upon resolution of GOM Shelf’s second bankruptcy to GOM Shelf loans of up to $400 million to perform decommissioning, with such loans and related obligations secured by first and prior liens on the Legacy GOA Assets.
By letter dated April 5, 2022 (replacingtwo earlier letters) and by subsequent letter dated March 1, 2023, GOM Shelf notified the Bureau of Safety and Environmental Enforcement (BSEE) that it was unable to fund the decommissioning obligations that it was obligated to perform on certain of the Legacy GOA Assets. As a result, Apache and other current and former owners in these assets have received orders from BSEE and demands from third parties to decommission certain of the Legacy GOA Assets included in GOM Shelf’s notifications to BSEE. Apache expects to receive similar orders and demands on the other Legacy GOA Assets included in GOM Shelf’s notification letters. Apache has also received orders to decommission other Legacy GOA Assets that were not included in GOM Shelf’s notification letters. Further, Apache anticipates that GOM Shelf may send additional such notices to BSEE in the future and that it may receive additional orders from BSEE requiring it to decommission other Legacy GOA Assets.
On June 21, 2023, two sureties that issued Bonds directly to Apache andtwo sureties that issued bonds to the issuing bank on the Letters of Credit filed suit against Apache in a case styled Zurich American Insurance Company, HCC International Insurance Company PLC, Philadelphia Indemnity Insurance Company and Everest Reinsurance Company (Insurers) v. Apache Corporation, Cause No. 2023-38238 in the 281 st Judicial District Court, Harris County Texas. The sureties sought to prevent Apache from drawing on the $148 million in Bonds and $350 million in Letters of Credit and further alleged that they are discharged from their reimbursement obligations related to decommissioning costs and are entitled to other relief. The parties settled their dispute in the first quarter of 2025, which resulted in, among other things, mutual releases, the retention by Apache of all amounts drawn on the Letters of Credit, and payment to Apache of $140 million under the Bonds.
As of September 30, 2025, the Company recorded an asset of $40 million representing the remaining amount the Company expects to be reimbursed from security related to these decommissioning costs.
The Company has also recorded contingent liabilities in the amounts of $1.0 billion for each of the periods ended September 30, 2025 and December 31, 2024, representing the estimated costs of decommissioning it may be required to perform on the Legacy GOA Assets. There have been no other changes in estimates from December 31, 2024, that would have a material impact on the Company’s financial position, results of operations, or liquidity.
The Company recognized $83 million in the first nine months of 2024, respectively, of losses for estimated decommissioning costs on GOA properties previously sold to Fieldwood and other GOA operators.
- CAPITAL STOCK
Net Income (Loss) per Common Share
The following table presents a reconciliation of the components of basic and diluted net income (loss) per common share in the consolidated financial statements:
| For the Quarter Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 | ||||||
| Income | Shares | Per Share | Loss | Shares | Per Share | |
| (In millions, except per share amounts) | ||||||
| Basic: | ||||||
| Income (loss) attributable to common stock | $205 | 357 | $0.57 | $(223) | 370 | $(0.60) |
| Effect of Dilutive Securities: | ||||||
| Stock compensation awards | $— | 1 | $— | $— | — | $— |
| Diluted: | ||||||
| Income (loss) attributable to common stock | $205 | 358 | $0.57 | $(223) | 370 | $(0.60) |
| For the Nine Months Ended September 30, | ||||||
| 2025 | 2024 | |||||
| Income | Shares | Per Share | Income | Shares | Per Share | |
| (In millions, except per share amounts) | ||||||
| Basic: | ||||||
| Income attributable to common stock | $1,155 | 361 | $3.20 | $450 | 348 | $1.30 |
| Effect of Dilutive Securities: | ||||||
| Stock options and other | $— | — | $— | $— | — | $(0.01) |
| Diluted: | ||||||
| Income attributable to common stock | $1,155 | 361 | $3.20 | $450 | 348 | $1.29 |
The diluted earnings per share calculation excludes 3.2 million and 1.9 million of options and restricted stock units that were anti-dilutive during the third quarters of 2025 and 2024, respectively, and 3.5 million and 2.0 million during the first nine months of 2025 and 2024, respectively.
Stock Repurchase Program
In the third quarter of 2025, the Company repurchased approximately 3.1 million shares at an average price of $20.78 per share. During the nine months ended September 30, 2025, the Company repurchased 10.2 million shares at an average price of $21.08 per share, and as of September 30, 2025, the Company had remaining authorization to repurchase up to 24.6 million shares. In the third quarter of 2024, the Company repurchased approximately 0.1 million shares at an average price of $29.33 per share. During the nine months ended September 30, 2024, the Company repurchased 4.6 million shares at an average price of $31.72 per share.
The Company repurchased 1.0 million shares at an average price of $23.53 per share in October 2025, and as of October 31, 2025, the Company had remaining authorization to repurchase up to 23.6 million shares.
The Company is not obligated to acquire any additional shares. Shares may be purchased either in the open market or through privately negotiated transactions.
Common Stock Dividend
For the quarters ended September 30, 2025 and September 30, 2024, the Company paid $90 million and $92 million, respectively, in dividends on its common stock. For the nine months ended September 30, 2025 and September 30, 2024, the Company paid $271 million and $260 million, respectively, in dividends on its common stock.
Common Stock Issuance
In the second quarter of 2024, in connection with the Callon acquisition, the Company issued approximately 70 million shares of common stock in exchange for Callon common stock. The total value of stock consideration was approximately $2.4 billion based on APA’s stock price on the closing date of the acquisition.
- BUSINESS SEGMENT INFORMATION
As of September 30, 2025, the Company’s consolidated subsidiaries are engaged in exploration, development, and/or production across four operating segments: the U.S., Egypt, North Sea, and Suriname. The Company’s business explores for, develops, and produces crude oil, natural gas, and natural gas liquids. The Company also has exploration interests in Alaska, Uruguay, and other international locations that may, over time, result in reportable discoveries and development opportunities.
The Chief Operating Decision Maker (CODM) is a function (not necessarily an individual) that allocates the resources of the reporting entity and assesses the performance of its segments. Decisions to assess performance and allocate resources are made by the Company’s Chief Executive Officer (CEO), Mr. John J. Christmann, IV. Therefore, management has concluded that the CEO of the Company is the CODM. The information regularly reviewed by the CODM to assess performance and allocate resources is primarily associated with operating income from each segment and the resulting free cash flow, amongst other metrics. The Company concluded that the most comparable measure under GAAP is operating income.
Financial information for each segment is presented below:
| U.S. · Egypt(1) · North Sea · IntersegmentEliminations& Other(2) · Total(3) | ||||||
|---|---|---|---|---|---|---|
| For the Quarter Ended September 30, 2025 · (In millions) | ||||||
| Revenues: | ||||||
| Oil revenues | $737 | $565 | $168 | $— | $1,470 | |
| Natural gas revenues | 34 | 130 | 28 | — | 192 | |
| Natural gas liquids revenues | 134 | — | 8 | — | 142 | |
| Oil, natural gas, and natural gas liquids production revenues | 905 | 695 | 204 | — | 1,804 | |
| Purchased oil and gas sales | 311 | — | — | — | 311 | |
| 1,216 | 695 | 204 | — | 2,115 | ||
| Operating Expenses: | ||||||
| Lease operating expenses(4) | 166 | 120 | 90 | — | 376 | |
| Gathering, processing, and transmission(4) | 89 | 6 | 15 | — | 110 | |
| Purchased oil and gas costs | 184 | — | — | — | 184 | |
| Taxes other than income(4) | 51 | — | — | — | 51 | |
| Exploration(5) | 4 | 11 | — | 7 | 22 | |
| Depreciation, depletion, and amortization(4) | 339 | 160 | 66 | — | 565 | |
| Asset retirement obligation accretion | 10 | — | 30 | — | 40 | |
| 843 | 297 | 201 | 7 | 1,348 | ||
| Operating Income (Loss)(6) | $373 | $398 | $3 | $(7) | 767 | |
| Other Income (Expense): | ||||||
| Derivative instrument losses, net | (97) | |||||
| Gain on divestitures, net | 5 | |||||
| Other, net | (5) | |||||
| General and administrative | (95) | |||||
| Transaction, reorganization, and separation | (18) | |||||
| Financing costs, net | (46) | |||||
| Income Before Income Taxes | $511 | |||||
| U.S. · Egypt(1) · North Sea · IntersegmentEliminations& Other(2) · Total(3) | ||||||
|---|---|---|---|---|---|---|
| For the Nine Months Ended September 30, 2025 · (In millions) | ||||||
| Revenues: | ||||||
| Oil revenues | $2,283 | $1,668 | $500 | $— | $4,451 | |
| Natural gas revenues | 186 | 330 | 93 | — | 609 | |
| Natural gas liquids revenues | 474 | — | 27 | — | 501 | |
| Oil, natural gas, and natural gas liquids production revenues | 2,943 | 1,998 | 620 | — | 5,561 | |
| Purchased oil and gas sales | 1,368 | — | — | — | 1,368 | |
| 4,311 | 1,998 | 620 | — | 6,929 | ||
| Operating Expenses: | ||||||
| Lease operating expenses(4) | 562 | 330 | 258 | — | 1,150 | |
| Gathering, processing, and transmission(4) | 259 | 18 | 41 | — | 318 | |
| Purchased oil and gas costs | 962 | — | — | — | 962 | |
| Taxes other than income(4) | 179 | — | — | — | 179 | |
| Exploration(5) | 7 | 71 | 1 | 16 | 95 | |
| Depreciation, depletion, and amortization(4) | 1,086 | 462 | 190 | — | 1,738 | |
| Asset retirement obligation accretion | 31 | — | 87 | — | 118 | |
| 3,086 | 881 | 577 | 16 | 4,560 | ||
| Operating Income (Loss)(6) | $1,225 | $1,117 | $43 | $(16) | 2,369 | |
| Other Income (Expense): | ||||||
| Derivative instrument gains, net | 13 | |||||
| Gain on divestitures, net | 285 | |||||
| Other, net | 15 | |||||
| General and administrative | (259) | |||||
| Transaction, reorganization, and separation | (66) | |||||
| Financing costs, net | (55) | |||||
| Income Before Income Taxes | $2,302 | |||||
| Total Assets(7) | $12,694 | $3,021 | $1,152 | $832 | $17,699 | |
| U.S. · Egypt(1) · North Sea · IntersegmentEliminations& Other(2) · Total(3) | ||||||
|---|---|---|---|---|---|---|
| For the Quarter Ended September 30, 2024 · (In millions) | ||||||
| Revenues: | ||||||
| Oil revenues | $1,007 | $673 | $117 | $— | $1,797 | |
| Natural gas revenues | 7 | 81 | 15 | — | 103 | |
| Natural gas liquids revenues | 153 | — | 5 | — | 158 | |
| Oil, natural gas, and natural gas liquids production revenues | 1,167 | 754 | 137 | — | 2,058 | |
| Purchased oil and gas sales | 473 | — | — | — | 473 | |
| 1,640 | 754 | 137 | — | 2,531 | ||
| Operating Expenses: | ||||||
| Lease operating expenses(4) | 222 | 109 | 87 | — | 418 | |
| Gathering, processing, and transmission(4) | 110 | 6 | 7 | — | 123 | |
| Purchased oil and gas costs | 292 | — | — | — | 292 | |
| Taxes other than income(4) | 70 | — | — | — | 70 | |
| Exploration(5) | (1) | 21 | — | 9 | 29 | |
| Depreciation, depletion, and amortization(4) | 355 | 167 | 73 | — | 595 | |
| Asset retirement obligation accretion | 10 | — | 26 | — | 36 | |
| Impairments | 315 | — | 796 | — | 1,111 | |
| 1,373 | 303 | 989 | 9 | 2,674 | ||
| Operating Income (Loss)(6) | $267 | $451 | $(852) | $(9) | (143) | |
| Other Income (Expense): | ||||||
| Derivative instrument losses, net | (10) | |||||
| Gain on divestitures, net | 1 | |||||
| Other, net | 18 | |||||
| General and administrative | (92) | |||||
| Transaction, reorganization, and separation | (14) | |||||
| Financing costs, net | (100) | |||||
| Loss Before Income Taxes | $(340) | |||||
| U.S. · Egypt(1) · North Sea · IntersegmentEliminations& Other(2) · Total(3) | ||||||
|---|---|---|---|---|---|---|
| For the Nine Months Ended September 30, 2024 · (In millions) | ||||||
| Revenues: | ||||||
| Oil revenues | $2,616 | $2,003 | $517 | $— | $5,136 | |
| Natural gas revenues | 79 | 231 | 104 | — | 414 | |
| Natural gas liquids revenues | 436 | — | 21 | — | 457 | |
| Oil, natural gas, and natural gas liquids production revenues | 3,131 | 2,234 | 642 | — | 6,007 | |
| Purchased oil and gas sales | 1,018 | — | — | — | 1,018 | |
| 4,149 | 2,234 | 642 | — | 7,025 | ||
| Operating Expenses: | ||||||
| Lease operating expenses(4) | 582 | 352 | 282 | — | 1,216 | |
| Gathering, processing, and transmission(4) | 272 | 19 | 37 | — | 328 | |
| Purchased oil and gas costs | 665 | — | — | — | 665 | |
| Taxes other than income(4) | 205 | — | — | — | 205 | |
| Exploration(5) | 107 | 77 | 1 | 63 | 248 | |
| Depreciation, depletion, and amortization(4) | 930 | 464 | 219 | — | 1,613 | |
| Asset retirement obligation accretion | 35 | — | 77 | — | 112 | |
| Impairments | 315 | — | 796 | — | 1,111 | |
| 3,111 | 912 | 1,412 | 63 | 5,498 | ||
| Operating Income (Loss)(6) | $1,038 | $1,322 | $(770) | $(63) | 1,527 | |
| Other Income (Expense): | ||||||
| Derivative instrument losses, net | (17) | |||||
| Loss on previously sold Gulf of America properties | (83) | |||||
| Gain on divestitures, net | 284 | |||||
| Other, net | 26 | |||||
| General and administrative | (270) | |||||
| Transaction, reorganization, and separation | (156) | |||||
| Financing costs, net | (276) | |||||
| Income Before Income Taxes | $1,035 | |||||
| Total Assets(7) | $13,847 | $3,525 | $1,439 | $565 | $19,376 | |
(1)Includes oil and gas production revenue that will be paid as taxes by EGPC on behalf of the Company for the quarters and nine months ended September 30, 2025 and September 30, 2024 of:
| For the Quarter Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In millions) | ||||
| Oil | $146 | $182 | $422 | $533 |
| Natural gas | 34 | 22 | 84 | 63 |
(2)Includes Suriname operating expenses as the operating segment has not met the quantitative thresholds to be separately reported.
(3)Includes noncontrolling interests in Egypt.
(4)Represents significant segment expense categories that align with the segment-level information that is regularly provided to the CODM. The remaining expenses that comprise the Operating Income (Loss) amount by segment are deemed to be other segment expense categories necessary to arrive at the segment profit or loss.
(5)Exploration expense under Intersegment Eliminations & Other primarily reflects the Company’s Suriname exploration activities.
(6)Operating income includesno leasehold impairments for the third quarter of 2025. Operating loss of Suriname includes leasehold impairments of $1 million for the third quarter of 2024. Operating income includesno leasehold impairments for the first nine months of 2025. Operating income (loss) of U.S. and Suriname includes leasehold impairments of $10 million and $1 million, respectively, for the first nine months of 2024.
(7)Intercompany balances are excluded from total assets.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.