Apache Corporation (APA) 1994年年度報告「NYSE」.pdf

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1、APACHE CORPFORM 10-K(Annual Report)Filed 03/21/94 for the Period Ending 12/31/93 Address2000 POST OAK BLVDSTE 100HOUSTON,TX 77056-4400Telephone7132966000CIK0000006769SymbolAPASIC Code1311 -Crude Petroleum and Natural GasIndustryOil&Gas OperationsSectorEnergyFiscal Year12/31 http:/www.edgar- Copyrigh

2、t 2009,EDGAR Online,Inc.All Rights Reserved.Distribution and use of this document restricted under EDGAR Online,Inc.Terms of Use.SECURITIES AND EXCHANGE COMMISSION WASHINGTON,D.C.20549 FORM 10-K MARK ONE X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 FEE REQUIR

3、ED FOR THE FISCAL YEAR ENDED DECEMBER 31,1993,OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 NO FEE REQUIRED FOR THE TRANSITION PERIOD FROM _ TO _ COMMISSION FILE NUMBER 1-4300 APACHE CORPORATION ONE POST OAK CENTRAL 2000 POST OAK BOULEVARD,SUITE 100 HOUST

4、ON,TEXAS 77056-4400 Telephone Number(713)296-6000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B)OF THE ACT:SECURITIES REGISTERED PURSUANT TO SECTION 12(G)OF THE ACT:NONE Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securitie

5、s 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 X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of R

6、egulation S-K is not contained herein,and will not be contained,to the best of registrants 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./A DELAWARE IRS EMPLOYER CORPORATION NO.41-0747868 NAME OF EAC

7、H EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED -Common Stock,$1.25 Par Value New York Stock Exchange Chicago Stock Exchange Common Stock Purchase Rights New York Stock Exchange Chicago Stock Exchange 9.25%Notes due 2002 New York Stock Exchange Aggregate market value of the voting stock held by n

8、on-affiliates of registrant as of March 17,1994$1,599,465,322 Number of shares of registrants common stock outstanding as of March 17,1994 61,223,553 DOCUMENTS INCORPORATED BY REFERENCE:Portions of registrants proxy statement relating to registrants 1994 annual meeting of shareholders have been inco

9、rporated by reference into Part III hereof.TABLE OF CONTENTS DESCRIPTION ALL DEFINED TERMS UNDER RULE 4-10(A)OF REGULATION S-X SHALL HAVE THEIR STATUTORILY-PRESCRIBED MEANINGS WHEN USED IN THIS REPORT.QUANTITIES OF NATURAL GAS ARE EXPRESSED IN THIS REPORT IN TERMS OF THOUSAND CUBIC FEET(MCF),MILLION

10、 CUBIC FEET(MMCF)OR BILLION CUBIC FEET(BCF).OIL IS QUANTIFIED IN TERMS OF BARRELS(BBLS),THOUSANDS OF BARRELS(MBBLS)AND MILLIONS OF BARRELS(MMBBLS).NATURAL GAS IS COMPARED TO OIL IN TERMS OF BARRELS OF OIL EQUIVALENT(BOE)OR MILLION BARRELS OF OIL EQUIVALENT(MMBOE).OIL AND NATURAL GAS LIQUIDS ARE COMP

11、ARED WITH NATURAL GAS IN TERMS OF MILLION CUBIC FEET EQUIVALENT(MMCFE)AND BILLION CUBIC FEET EQUIVALENT(BCFE).ONE BARREL OF OIL IS THE ENERGY EQUIVALENT OF SIX MCF OF NATURAL GAS.DAILY OIL AND GAS PRODUCTION IS EXPRESSED IN TERMS OF BARRELS OF OIL PER DAY(BOPD)AND THOUSANDS OF CUBIC FEET OF GAS PER

12、DAY(MCFD),RESPECTIVELY.WITH RESPECT TO INFORMATION RELATING TO THE COMPANYS WORKING INTEREST IN WELLS OR ACREAGE,NET OIL AND GAS WELLS OR ACREAGE IS DETERMINED BY MULTIPLYING GROSS WELLS OR ACREAGE BY THE COMPANYS WORKING INTEREST THEREIN.UNLESS OTHERWISE SPECIFIED,ALL REFERENCES TO WELLS AND ACRES

13、ARE GROSS.ITEM PAGE PART I 1.BUSINESS.1 2.PROPERTIES.8 3.LEGAL PROCEEDINGS.12 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.12 PART II 5.MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.12 6.SELECTED FINANCIAL DATA.13 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

14、 CONDITION AND RESULTS OF OPERATIONS.14 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.20 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.20 PART III 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.20 11.EXECUTIVE COMPENSATION.20 12.SECURITY OWNERSHIP OF C

15、ERTAIN BENEFICIAL OWNERS AND MANAGEMENT.20 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.20 PART IV 14.EXHIBITS,FINANCIAL STATEMENT SCHEDULES,AND REPORTS ON FORM 8-K.21 PART I ITEM 1.BUSINESS GENERAL Apache Corporation(Apache or the Company),a Delaware corporation formed in 1954,is an independen

16、t energy company that explores for,develops,produces,gathers,processes and markets natural gas and crude oil.Domestically,Apaches exploration and production interests are spread over 18 states,focusing on the Gulf of Mexico,the Anadarko Basin of Oklahoma,the Permian Basin of West Texas and New Mexic

17、o,the Gulf Coast and the Rocky Mountain region.Internationally,Apache has production interests in Australia and is currently focusing its international exploration efforts offshore Western Australia and along the Pacific Rim.Apaches common stock has been listed on the New York Stock Exchange since 1

18、969.Apache holds interests in many of its domestic and international properties through operating subsidiaries,such as MW Petroleum Corporation,Hadson Energy Resources Corporation,Hadson Energy Limited and Apache International,Inc.Properties referred to in this document may be held by those subsidia

19、ries.Apache treats all operations as one segment of business.1993 RESULTS In 1993,Apache had net income of$37.3 million,or$.70 per share,on total revenues of$466.6 million.Net cash provided by operating activities during 1993 was$225.1 million.The year represents Apaches sixteenth consecutive year o

20、f production growth and sixth consecutive year of oil and gas reserves growth.Apaches average daily production was approximately 34 Mbbls of oil and 303 MMcf of natural gas for the year.The Companys estimated proved reserves at December 31,1993,were 231 MMboe,of which 61 percent was natural gas.Apac

21、hes growth in reserves during the year reflects the replacement of 238 percent of the Companys 1993 production.Over half of the newly added reserves were acquired through Apaches ongoing acquisition efforts.The remainder was attributable to Apaches active drilling and workover program,which yielded

22、210 new producing domestic wells out of 266 attempts,and involved 368 workover and recompletion projects during the year.At December 31,1993,Apache had interests in approximately 3,184 net oil and gas wells and 680,893 net developed acres of oil and gas properties.In addition,the Company had interes

23、ts in 549,833 net undeveloped acres under domestic leases and 7,532,102 net undeveloped acres under international exploration and production rights.APACHES GROWTH STRATEGY Apache grows production,reserves and cash flow through a combination of acquisitions,moderate-risk drilling and development of i

24、ts inventory of existing projects.The Company also emphasizes reducing operating costs per unit produced and selling marginal and non-strategic properties in order to increase its profit margins.For Apache,property acquisition is only one phase in a continuing cycle of business growth.Apaches aim is

25、 to follow each acquisition cycle with a cycle of reserve enhancement,property consolidation and cash flow acceleration,facilitating asset growth and debt reduction.This approach requires well-planned and carefully executed property development and a commitment to a selective program of ongoing prop

26、erty dispositions.It motivates Apache to target acquisitions that have ascertainable additional reserve potential and to apply an active drilling,workover and recompletion program to realize the potential of the acquired undeveloped and partially developed properties.Apache prefers to operate its pr

27、operties so that it can best influence their development,and the Company therefore operates properties constituting over 75 percent of its production.Pursuing its acquire-and-develop strategy,Apache increased its total reserves more than four-fold and production almost three-fold during the six year

28、s ended 1993.In addition to its acquisition strategy,Apache continues to develop and exploit its existing inventory of workover,recompletion and other development 1 projects to increase reserves and production.During 1993,Apache acquired$324.6 million of additional properties and replaced over 100 p

29、ercent of its domestic production through its drilling,workover and recompletion program.Apaches international investments supplement its long-term growth strategy.Although international exploration is recognized as higher-risk than most of Apaches domestic activities,it offers potential for higher

30、rewards and significant reserve additions.Apache refocused its international efforts in 1993 on the acquisition and development of properties in Western Australia and the Pacific Rim,where it believes that reserve additions may be made through higher-risk exploration and through improved production

31、practices and recovery techniques.RECENT ACQUISITIONS AND DISPOSITIONS In late 1992,Apache purchased a 93-percent working interest in Matagorda Island Blocks 681 and 682,located off the Texas Gulf Coast,for$57.4 million,including$1.8 million for a 14-mile gathering line.This transaction approximatel

32、y doubled Apaches offshore gas production,adding six producing wells,and reserves of an estimated 73.5 Bcf of gas and 158 Mbbls of condensate.Apache and an affiliate now own all of the working interest in the blocks.In 1993,Apache entered into two agreements to purchase a combined 103.7 Bcfe of prov

33、ed reserves in the Gulf of Mexico from Hall-Houston Oil Company(Hall-Houston)for an aggregate consideration of$113.7 million.In June 1993,Apache closed the first of the two transactions,paying$29.3 million for Hall-Houstons interest in Mustang Island Blocks 787 and 805.Apache acquired substantially

34、all of Hall-Houstons other producing properties in the Gulf of Mexico for an additional$84.4 million in the second transaction which closed on August 31,1993.With the Hall-Houston acquisitions,Apache again more than doubled its interest in offshore gas production,acquiring interests in 63 producing

35、fields and 12 fields under development or awaiting pipeline connections.Apache acquired Hadson Energy Resources Corporation(HERC)through a series of private transactions and subsequent merger,effective November 12,1993.The aggregate consideration paid for the acquisition was$98.0 million,including t

36、he issuance of 307,977 shares of Apache common stock.Apache acquired HERC and its subsidiaries subject to approximately$67.6 million of net liabilities at the time of the merger.Through the acquisition of HERC,Apache added proved reserves of 66 Bcfe domestically and 64 Bcfe in Australia.The HERC and

37、 Hall-Houston acquisitions complement Apaches existing operations,and represent the Companys emphasis on the acquisition of natural gas properties and an increased commitment to the Gulf of Mexico and Australian regions.The addition of the Hall-Houston properties makes the Gulf of Mexico the Company

38、s largest producing region.HERCs reserves fit well with Apaches existing interests in Oklahoma and the Carnarvon Basin offshore Western Australia.Domestically,nearly two-thirds of the value of HERCs properties are concentrated in Oklahoma,where Apache is already the largest independent gas producer.

39、HERCs operations in Western Australia,including the Harriet complex of oil and natural gas fields,provide Apache with the reserves and infrastructure required for the commercial development of its other Australian interests.During 1993,Apache also acquired 11 MMboe of proved reserves through 71 smal

40、ler,non-strategic acquisitions for an aggregate consideration of$76.5 million.Apache also sold$3.3 million of its non-strategic properties during 1993.EXPLORATION AND PRODUCTION The Companys domestic exploration and production activities are divided into five operating regions,the Gulf of Mexico,Mid

41、continent,Permian Basin,Gulf Coast and Rocky Mountain regions.Approximately 95 percent of the Companys proved reserves are located in its five domestic operating regions.Internationally,the Company conducts its Australian exploration and production and its Indonesian exploration through its 2 Austra

42、lian region.Apaches other international interests are directed by the Company and its subsidiaries through the Companys principal offices located in Houston,Texas.GULF OF MEXICO.As a result of Apaches acquisitions of Matagorda Island Blocks 681 and 682 in late 1992 and the Hall-Houston acquisition i

43、n 1993,the Gulf of Mexico has become Apaches largest producing region.Because of the growth resulting from these acquisitions,Apache divided its former Gulf Coast region into two regions:Gulf of Mexico and Gulf Coast.The Gulf of Mexico region encompasses all of Apaches interests in properties offsho

44、re Texas,Louisiana and Alabama.As a result of acquisitions,Apaches reserves in the region increased 77 percent during 1993.Apache increased its production in the Gulf of Mexico to 150 MMcf of gas per day by year end,double that of a year earlier.The Gulf of Mexico region encompasses 219,009 net acre

45、s,located in both state and federal waters,and accounts for 47.9 MMboe,or 21 percent,of the Companys year-end 1993 reserves.Apache participated in 23 wells which were drilled in the region during the year,15 of which were completed as producers.The Company performed 11 workover and recompletion oper

46、ations in the region during 1993.MIDCONTINENT.Apaches Midcontinent region is known for its sizeable position in the Anadarko Basin.Apache has drilled and operated in the Anadarko Basin for over three decades,developing an extensive database of geologic information and a substantial acreage position.

47、In 1993,Apache enhanced its position through the acquisition of HERC,a company with significant acreage and producing interests in the Anadarko Basin.At December 31,1993,Apache held an interest in 236,063 net acres in the region,which accounted for approximately 62 MMboe,or 27 percent,of Apaches tot

48、al proved reserves.Apache participated in 101 wells which were drilled in the Midcontinent region during the year,91 of which were completed as producing wells.The Company performed 26 workover and recompletion operations in the region during 1993.PERMIAN BASIN.The Permian Basin of West Texas and Ne

49、w Mexico remained an important region to Apache in 1993,generating 19 percent of the Companys production revenues for the year.As of December 31,1993,Apache held an interest in 167,529 net acres in the region,which accounted for 49.1 MMboe,or 21 percent,of the Companys total proved reserves.Apache o

50、perations in the Permian Basin focused primarily on workovers and recompletions,which totaled 76 for the year.Compared with 1992,Apache nearly doubled its drilling activity in the region during 1993,with 14 of the 19 wells drilled in the region completed as producers.GULF COAST.The Gulf Coast region

51、 encompasses the Texas and Louisiana coasts and central Texas.In 1993,the region was one of the most prominent in the Company in the number of workover and recompletion projects completed and the number of wells drilled.Apache participated in 77 wells drilled in the Gulf Coast region during the year

52、,64 of which were completed as producers,including 40 Austin Chalk wells in central Texas,38 of which were productive.The Company performed 140 workover and recompletion operations during 1993 in the Gulf Coast region.The region encompasses approximately 126,485 net acres,and accounts for 33.5 MMboe

53、,or 14 percent,of the Companys year-end 1993 total proved reserves.ROCKY MOUNTAIN.In the Rocky Mountain region,Apache currently emphasizes oil enhancement opportunities,having conducted 115 development projects in 1993.At year-end 1993,Apache held an interest in 429,090 net acres in the region,which

54、 accounted for approximately 26.9 MMboe,or 12 percent,of the Companys total proved reserves.Apache participated in 46 wells in the region during the year,26 of which were productive.AUSTRALIA.The state of Western Australia has become an important region to Apache following the successful completion

55、of the HERC acquisition.For additional operating efficiencies,Apache consolidated its Australian properties,acquired in 1991,with HERCs operations,which are headquartered in Perth,Western Australia,during the fourth quarter of 1993.As of December 31,1993,Apache held 3,297,310 net developed and undev

56、eloped acres in Western Australia.Australian reserves accounted for 11.6 MMboe,or five percent,of the Companys total proved reserves at year end.Through HERC and its subsidiaries,Apache also owns a 22.5-percent interest in and 3 operates the Harriet Gas Gathering Project,a gas processing and compres

57、sion facility with a throughput capacity of 80 MMcfd,and a 60-mile,12-inch offshore pipeline with a throughput capacity of 175 MMcfd.The facilities are located in close proximity to HERCs producing properties offshore in the Carnarvon Basin.HERC acts as operator for most of its properties in Western

58、 Australia through its Australian subsidiary,Hadson Energy Limited.During 1993,Apaches international subsidiary,Apache International,Inc.,focused primarily on exploratory drilling in Western Australia,participating in three wells for the year,two of which were productive.Although the wells indicated

59、 the presence of a new natural gas and gas condensate field,the economic potential of the field cannot be determined until completion of a feasibility study currently in progress.OTHER INTERNATIONAL OPERATIONS.Outside of Australia,Apaches international interests currently consist only of exploration

60、 interests.In 1993,Apache continued to emphasize activities in Indonesia,expanded into Egypt,and continued to reduce its focus on France,Angola,and The Congo,while retaining an interest in the Foxtrot project offshore the Ivory Coast.In early 1993,Apache took over as operator and increased its inter

61、est in the Java Sea IV block offshore Indonesia and the Padang Panjang block on the island of Sumatra,Indonesia.Following the HERC merger,operations for both blocks were consolidated with those for the Bentu block on Sumatra which are conducted by a subsidiary of HERC.Three exploratory wells are exp

62、ected to be drilled in Indonesia in 1994.In May 1993,Apache acquired a 50-percent interest in the two-million acre Qarun block in the western desert of Egypt which is operated by Phoenix Resources Company of Qarun.The acquisition of seismic data has concluded and an exploratory well is scheduled to

63、be drilled in 1994.In January 1994,Apache entered into an agreement with XCL-China,Ltd.,a subsidiary of The Exploration Company of Louisiana,to acquire a one-third interest in the Zhao Dong block located in the Bohai Bay shallow water area offshore the Peoples Republic of China.The contract area con

64、tains approximately 48,670 undeveloped acres(16,200 acres net to Apache)and involves a work commitment to acquire new seismic data and drill three exploratory wells during the exploratory phase which began in May 1993.Under the contract,the first exploratory well must be spudded within 15 months of

65、May 1993 and is planned for the second quarter of 1994.OIL AND NATURAL GAS MARKETING Apache markets approximately 85 percent of its domestic natural gas on the spot market through Natural Gas Clearinghouse(NGC)or through market responsive contracts with other parties;the remaining 15 percent is sold

66、 into long-term,premium-priced contracts.Sales to NGC accounted for 36 percent of the Companys oil and gas revenues in 1993.Effective April 1,1993,Apache and NGC agreed to extend the term of their existing natural gas marketing agreement under which NGC will continue to market substantially all of A

67、paches domestic spot market gas production.The Company believes that if the NGC contract were terminated,it would not have a material adverse effect on the Company due to the existence of alternative purchasers.In 1992,Apache assumed its own domestic crude oil marketing operations.Most of Apaches cr

68、ude oil production is sold through lease-level marketing to refiners,traders and transporters,generally under 30-day contracts that renew automatically until canceled.Although effective January 1,1993,Apache ended its prior arrangement to sell to Amoco Production Company(Amoco)substantially all of t

69、he oil produced from the MW Petroleum Corporation(MW)properties,sales to Amoco constituted 11-percent of the Companys oil and gas revenues during the year.Oil production from the MW properties is now marketed through Apaches internal crude oil marketing group.In Australia,HERCs existing proved gas r

70、eserves are dedicated to the State Energy Commission of Western Australia(SECWA)under a long-term contract that provides for the sale of 123 Bcf(approximately 28 Bcf net to HERC)over an initial period of up to 10 years.The agreement contains take-or-pay provisions that require SECWA to purchase a mi

71、nimum of 26 MMcfd(approximately 6 MMcfd net to HERC)through 4 July 1994,and 35 MMcfd through the remainder of the contract term at a stated minimum price that escalates with the Western Australia consumer price index.If for any reason the SECWA contract were canceled,HERC might not be able to find o

72、ther markets for its Carnarvon Basin gas.HERC markets all oil and natural gas liquids produced from its interests in the Harriet field through a contract with Marubeni International Petroleum(Singapore)Pte Limited(Marubeni),which was extended in 1993.Pricing under the contract represents a fixed pre

73、mium to the average of the quoted spot market prices of Tapis and Dubai crude oil,with payment made in U.S.dollars.Production sold under this contract in 1993 realized an average price of$18.53 per barrel(exclusive of the impact of hedging activities).The Company believes that if this contract were

74、terminated,it would not have a material adverse effect on the Company due to the demand for Australian crude oil and the existence of alternative purchasers.OIL AND NATURAL GAS PRICES Natural gas prices remained volatile and continued to behave independently of historical seasonal patterns in 1993.U

75、ntil recently,demand for natural gas has tended to be seasonal in nature,with peak demand and higher prices occurring in the colder winter months.In 1992,this linkage was lost:after plummeting to a 13-year low near the peak of the winter heating season,prices defied normal summer and fall seasonal p

76、atterns,climbing to a seven-year high.Although natural gas prices remained volatile in 1993,Apaches average realized gas price of$2.03 per Mcf for the year was 15 percent above the prior-year average of$1.76 per Mcf.Due to the escalating price contract with SECWA,HERCs natural gas production in West

77、ern Australia is not subject to the same degree of price volatility as is its domestic gas production,however,natural gas sales under the SECWA contract represented only about two percent of the Companys total natural gas sales at year end.In 1993,the price received for production under the contract

78、 averaged$1.79 per Mcf.Oil prices,especially vulnerable to unpredictable political and economic forces,remained volatile in 1993 and declined steeply in the fourth quarter of 1993.Management believes that,absent a comprehensive U.S.energy policy,oil prices will continue to fluctuate in response to c

79、hanges in the policies of the Organization of Petroleum Exporting Countries(OPEC)and events in the Middle East.Although levels of production maintained by OPEC member countries and other major oil producing countries continue to impede crude oil price improvements in the near term,management is unab

80、le to determine whether the sharply lower oil prices prevailing in the fourth quarter of 1993 will be a relatively short-term experience or if such prices represent a longer-term shift in the crude oil market.Apaches worldwide crude oil price averaged$16.78 per barrel in 1993,eight percent lower tha

81、n the average price of$18.16 per bbl in 1992.Apaches average crude oil price for its Australian production,including production sold under the Marubeni contract,was$19.24 per barrel in 1993.Terms of the acquisition of MW from Amoco included a crude oil price support mechanism that expired in mid-199

82、3 and that buffered the Company from price volatility during the peak debt exposure from the acquisition financing.The transaction also created an oil and gas price sharing provision under which certain price sharing payments are due to Amoco.Pursuant to this provision,to the extent that oil prices

83、exceed specified reference prices that rise to$33.13 per barrel over the eight-year period ending June 30,1999,and to the extent that gas prices exceed specified reference prices that rise to$2.68 per Mcf over the five-year period ending June 30,1996,Apache will share the excess price realization wi

84、th Amoco on a portion of the MW production.From time to time,Apache buys or sells contracts for the future delivery of oil or gas to hedge a limited portion of its production against exposure to spot market price changes.See Note 8 to the Companys financial statements under Item 8 below.The Companys

85、 business will be affected by future worldwide changes in oil and gas prices and the relationship between the prices of oil and gas.No assurance can be given as to the trend in,or level of,future oil and gas prices.5 RESERVE VALUE CEILING TEST Under the Securities and Exchange Commissions full cost

86、accounting rules,the Company reviews the carrying value of its oil and gas properties each quarter on a country-by-country basis.Under full cost accounting rules,capitalized costs of oil and gas properties may not exceed the present value of estimated future net revenues from proved reserves,discoun

87、ted at 10 percent,plus the lower of cost or fair market value of unproved properties,as adjusted for related tax effects and deferred tax reserves.Application of this rule generally requires pricing future production at the unescalated oil and gas prices in effect at the end of each fiscal quarter a

88、nd requires a write-down if the ceiling is exceeded,even if prices declined for only a short period of time.If a write-down is required,the one-time charge to earnings would not impact cash flow from operating activities.The Company had no write-downs because of ceiling test limitations during 1993.

89、GOVERNMENT REGULATION OF THE OIL AND GAS INDUSTRY The Companys exploration,production and marketing operations are regulated extensively at the federal,state and local levels,as well as by other countries in which the Company does business.Oil and gas exploration,development and production activitie

90、s are subject to various laws and regulations governing a wide variety of matters.For example,hydrocarbon-producing states have statutes or regulations addressing conservation practices and the protection of correlative rights,and such regulations may affect Apaches operations and limit the quantity

91、 of hydrocarbons Apache may produce and sell.Other regulated matters include marketing,pricing,transportation,and valuation of royalty payments.Among other regulated matters on the federal level,the Federal Energy Regulatory Commission(FERC)regulates interstate transportation of natural gas under th

92、e Natural Gas Act and regulates the maximum selling prices of certain categories of gas sold in first sales in interstate and intrastate commerce under the Natural Gas Policy Act(NGPA).Apache,as a producer and seller of gas,remains subject to FERCs jurisdiction only to a limited extent as a result o

93、f a few remaining regulated gas sales.Apaches other gas sales are deregulated under the NGPA or Natural Gas Wellhead Decontrol Act.Apaches gas sales are affected by regulation of intrastate and interstate gas transportation.In an attempt to promote competition,the FERC has issued a series of orders

94、which have altered significantly the marketing and transportation of natural gas.The effect of these orders has been to enable the Company to market its natural gas production to purchasers other than the interstate pipelines located in the vicinity of its producing properties.The Company is not abl

95、e to fully determine what impact the new regulations will have on its operations,but it generally believes that the changes will improve the Companys access to transportation and enhance the marketability of its natural gas production.To date,Apache has not experienced any material adverse effect on

96、 gas marketing as a result of these FERC orders;however,the Company cannot predict what new regulations may be adopted by the FERC and other regulatory authorities,or what effect subsequent regulations may have on its future gas marketing.ENVIRONMENTAL MATTERS Apache,as an owner or lessee and operat

97、or of oil and gas properties,is subject to various federal,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 th

98、e cost of pollution clean-up resulting from operations,subject the lessee to liability for pollution damages,require suspension or cessation of operations in affected areas and impose restrictions on the injection of liquids into subsurface aquifers that may contaminate groundwater.Apache maintains

99、insurance coverages which it believes are customary in the industry,although it is not fully insured against all environmental risks.The Company is not aware of any environmental claims existing as of December 31,1993,which would have a material impact upon the Companys financial position or results

100、 of operations.6 Apache has made and will continue to make expenditures in its efforts to comply with these requirements,which it believes are necessary business costs in the oil and gas industry.Apache has established policies for continuing compliance with environmental laws and regulations,includ

101、ing regulations applicable to its operations in Australia and other countries.Apache has also established operational procedures designed to limit the environmental impact of its field facilities.The costs incurred by these policies and procedures are inextricably connected to normal operating expen

102、ses such that the Company is unable to separate the expenses related to environmental matters;however,the Company does not believe any such additional expenses are material to its financial position or results of operations.Although environmental requirements do have a substantial impact upon the en

103、ergy industry,generally these requirements do not appear to affect Apache any differently,or to any greater or lesser extent,than other companies in the industry.Apache does not believe that compliance with federal,state,local or foreign country provisions regulating the discharge of materials into

104、the environment,or otherwise relating to the protection of the environment,will have a material adverse effect upon the capital expenditures,earnings or competitive position of the Company or its subsidiaries,but there is no assurance that changes in or additions to laws or regulations regarding the

105、 protection of the environment will not have such an impact.COMPETITION The oil and gas industry is highly competitive.Because oil and gas are fungible commodities,the principal form of competition with respect to product sales is price competition.Apache strives to maintain the lowest finding and p

106、roduction costs possible to maximize profits.As an independent oil and gas company,Apache frequently competes for reserve acquisitions,exploration leases,licenses,concessions and marketing agreements against companies with substantially larger financial and other resources than Apache possesses.More

107、over,many competitors have established strategic long-term positions and maintain strong governmental relationships in countries in which the Company may seek new entry.Apache expects this high degree of competition to continue.EMPLOYEES On December 31,1993,Apache had 984 full-time employees.OFFICES

108、 Apaches principal executive office is located at One Post Oak Central,2000 Post Oak Boulevard,Suite 100,Houston,Texas 77056-4400.The Company maintains regional exploration and production offices in Tulsa,Oklahoma;Houston,Texas;Denver,Colorado;and Perth,Western Australia.7 ITEM 2.PROPERTIES OIL AND

109、GAS EXPLORATION AND PRODUCTION PROPERTIES AND RESERVES ACREAGE The developed and undeveloped acreage,including both domestic leases and international production and exploration rights that Apache held as of December 31,1993,are as follows:8 UNDEVELOPED ACREAGE DEVELOPED ACREAGE -GROSS NET GROSS NET

110、ACRES ACRES ACRES ACRES -GULF OF MEXICO Alabama.-37,469 7,704 Louisiana.45,095 26,739 278,678 81,263 Texas.86,463 41,808 233,934 61,495 -Total.131,558 68,547 550,081 150,462 -MIDCONTINENT Arkansas.40 10 2,549 9 Louisiana.1,711 1,126 14,648 10,681 Oklahoma.56,376 20,182 424,260 158,389 Texas.24,808 1

111、3,401 54,031 32,265 -Total.82,935 34,719 495,488 201,344 -PERMIAN BASIN New Mexico.14,830 7,188 78,175 25,278 Texas.103,584 53,601 104,039 81,462 -Total.118,414 60,789 182,214 106,740 -GULF COAST Alabama.780 167 483 204 Florida.1,810 240 -Louisiana.10,759 6,656 49,658 21,059 Mississippi.7,470 1,324

112、9,945 1,992 New Mexico.640 640 3,632 1,510 Texas.47,925 21,229 189,441 71,464 -Total.69,384 30,256 253,159 96,229 -ROCKY MOUNTAIN California.968 575 480 178 Colorado.48,619 22,127 1,040 920 Kansas.14,515 5,351 750 713 Michigan.160 22 40 6 Montana.46,539 19,286 6,064 2,350 Nebraska.11,699 4,787 80 10

113、 Nevada.145,099 64,979 1,720 913 New Mexico.72,391 47,527 34,671 27,037 North Dakota.155,443 62,613 53,890 21,784 South Dakota.4,639 1,196 3,480 2,330 Utah.6,997 1,763 1,680 1,018 Wyoming.276,990 125,296 31,101 16,309 -Total.784,059 355,522 134,996 73,568 -TOTAL DOMESTIC.1,186,350 549,833 1,615,938

114、628,343 -INTERNATIONAL Australia.6,613,500 3,244,760 280,460 52,550 The Congo.236,228 47,245 -Indonesia.5,250,258 3,276,407 -Egypt.1,927,380 963,690 -TOTAL INTERNATIONAL.14,027,366 7,532,102 280,460 52,550 -TOTAL COMPANY.15,213,716 8,081,935 1,896,398 680,893 -PRODUCTIVE OIL AND GAS WELLS The number

115、 of productive oil and gas wells,operated and non-operated,in which Apache had an interest as of December 31,1993,is set forth below.GROSS WELLS DRILLED The following table sets forth the number of gross exploratory and gross development wells drilled in the last three fiscal years in which the Comp

116、any participated.The number of wells drilled refers to the number of wells commenced at any time during the respective fiscal year.Productive wells are either producing wells or wells capable of commercial production.At December 31,1993,the Company was participating in 26 wells in the process of dri

117、lling.NET WELLS DRILLED The following table sets forth,for each of the last three fiscal years,the number of net exploratory and net developmental wells drilled by Apache.9 GAS OIL -GROSS NET GROSS NET -Gulf of Mexico.430 85 40 14 Midcontinent.1,511 447 275 82 Permian Basin.455 131 2,240 782 Gulf Co

118、ast.626 289 1,088 832 Rocky Mountain.113 83 782 434 International.5 1 25 4 -Total.3,140 1,036 4,450 2,148 =EXPLORATORY DEVELOPMENTAL -1993 PRODUCTIVE DRY TOTAL PRODUCTIVE DRY TOTAL-Domestic.12 19 31 198 37 235 International.3 5 8 -Total.15 24 39 198 37 235 =1992-Domestic.10 32 42 145 16 161 Internat

119、ional.-6 6 -Total.10 38 48 145 16 161 =1991-Domestic.18 11 29 73 18 91 International.1 1 2 2 -2 -Total.19 12 31 75 18 93 =EXPLORATORY DEVELOPMENTAL -1993 PRODUCTIVE DRY TOTAL PRODUCTIVE DRY TOTAL-Domestic.4.2 10.4 14.6 90.4 22.2 112.6 International.0.6 1.3 1.9 -Total.4.8 11.7 16.5 90.4 22.2 112.6 =1

120、992-Domestic.3.2 16.6 19.8 60.1 8.0 68.1 International.-1.1 1.1 -Total.3.2 17.7 20.9 60.1 8.0 68.1 =PRODUCTION AND PRICING DATA The following table describes,for each of the last three fiscal years,oil,natural gas liquids(NGLs)and gas production for the Company,average production costs and average s

121、ales prices.ESTIMATED RESERVES AND RESERVE VALUE INFORMATION The following information relating to estimated reserve quantities,reserve values and discounted future net revenues is derived from,and qualified in its entirety by reference to,the more complete reserve and revenue information and assump

122、tions included in the Companys financial statements under Item 8 below.The Companys estimates of proved reserve quantities of its domestic properties and certain international properties have been subject to review by Ryder Scott Company Petroleum Engineers.The Companys estimates of proved reserve q

123、uantities of its Western Australia properties held through Hadson Energy Limited have been subject to review by Intera Information Technologies Inc.There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and timing of developmen

124、t expenditures.The following reserve information represents estimates only and should not be construed as being exact.See Supplemental Oil and Gas Disclosures under Item 8 below.The following table sets forth the Companys estimated proved developed and undeveloped reserves as of December 31,1993,199

125、2 and 1991.10 EXPLORATORY DEVELOPMENTAL -1991 PRODUCTIVE DRY TOTAL PRODUCTIVE DRY TOTAL-Domestic.9.3 7.5 16.8 32.0 10.1 42.1 International.0.1 0.2 0.3 0.2 -0.2 -Total.9.4 7.7 17.1 32.2 10.1 42.3 =PRODUCTION AVERAGE SALES PRICE -AVG.-YEAR ENDED OIL NGLS GAS PRODUCTION OIL NGLS GAS DECEMBER 31,(MBBLS)

126、(MBBLS)(MMCF)COST PER BOE (PER BBL)(PER BBL)(PER MCF)-1993.12,294 486 110,622$4.10$16.78$12.35$2.03 1992.12,056 533 95,982 4.38 18.16 12.34 1.76 1991.7,764 630 104,621 3.54 18.40 11.23 1.58 OIL,NGLS AND NATURAL GAS CONDENSATE 1993 (BCF)(MMBBLS)-Developed.720.7 79.4 Undeveloped.127.5 10.3 -Total.848.

127、2 89.7 =1992-Developed.585.4 73.1 Undeveloped.57.9 7.6 -Total.643.3 80.7 =1991-Developed.549.7 69.2 Undeveloped.52.3 10.6 -Total.602.0 79.8 =The following table sets forth the estimated future value of all proved reserves of the Company,and proved developed reserves of the Company,as of December 31,

128、1993,1992 and 1991.Future reserve values are based on year-end prices except in those instances where the sale of gas and oil is covered by contract terms providing for determinable escalations.Operating costs,production and ad valorem taxes,and future development costs are based on current costs wi

129、th no escalations.At December 31,1993,estimated future net revenues expected to be received from all proved reserves of the Company,and from proved developed reserves of the Company,were as follows:The Company believes that no major discovery or other favorable or adverse event has occurred since De

130、cember 31,1993,which would cause a significant change in the estimated proved reserves reported herein.The estimates above are based on year-end pricing in accordance with the Securities and Exchange Commission(Commission)guidelines and do not reflect current prices.Since January 1,1993,no oil or ga

131、s reserve information has been filed with,or included in any report to,any U.S.authority or agency other than the Commission and the Energy Information Administration(EIA).The basis of reporting reserves to the EIA for the Companys reserves is identical to that set forth in the foregoing table.TITLE

132、 TO INTERESTS The Company believes that its title to 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 which do not detract substantially from the value of the interests or mate

133、rially interfere with their use in the Companys operations.The interests owned by the Company may be subject to one or more royalty,overriding royalty and other outstanding interests customary in the industry.The interests may additionally be subject to burdens such as net profits interests,liens in

134、cident 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 the Companys operations.11 PRESENT VALUE O

135、F ESTIMATED FUTURE NET REVENUES BEFORE INCOME TAXES ESTIMATED FUTURE (DISCOUNTED AT 10 NET REVENUES PERCENT)-PROVED PROVED DECEMBER 31,PROVED DEVELOPED PROVED DEVELOPED-(IN THOUSANDS)1993.$2,074,505$1,783,187$1,359,117$1,189,268 1992.1,747,113 1,581,853 1,062,558 987,497 1991.1,611,044 1,447,025 997

136、,973 930,038 PROVED DECEMBER 31,PROVED DEVELOPED-(IN THOUSANDS)1994.$321,507$332,722 1995.312,749 258,091 1996.258,554 206,130 Thereafter.1,181,695 986,244 -Total.$2,074,505$1,783,187 =ITEM 3.LEGAL PROCEEDINGS The information set forth under the caption Litigation in Note 8 to the Companys financial

137、 statements under Item 8 below is incorporated herein by reference.ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted for a vote of security holders during the fourth quarter of 1993.PART II ITEM 5.MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MAT

138、TERS Apache common stock,par value$1.25 per share,is traded on the New York Stock Exchange and the Chicago Stock Exchange under the symbol APA.The table below provides certain information regarding Apache common stock for 1993 and 1992.Prices shown are from the New York Stock Exchange Composite Tran

139、sactions Reporting System.The closing price per share of Apache common stock as reported on the New York Stock Exchange Composite Transactions Reporting System for March 17,1994,was$26 1/8.At December 31,1993,there were 61,085,414 shares of Apache common stock outstanding,held by 10,970 shareholders

140、 of record and approximately 30,000 beneficial owners.Each share of Apache common stock also represents one common stock purchase right which,under certain circumstances,would entitle the holder to acquire additional shares of common stock.See Note 5 to the Companys financial statements under Item 8

141、 below.The Company has paid cash dividends on its common stock for 108 consecutive quarters and intends to continue the payment of dividends at current levels,although future dividend payments will depend upon the Companys level of earnings,financial requirements and other relevant factors.12 1993 1

142、992 -PRICE RANGE PRICE RANGE -DIVIDENDS -DIVIDENDS HIGH LOW PER SHARE HIGH LOW PER SHARE -First Quarter.$26 1/4$17 5/8$0.07$15 7/8$12$0.07 Second Quarter.30 1/4 24 3/8 0.07 18 1/8 13 7/8 0.07 Third Quarter.33 1/2 26 3/8 0.07 22 1/8 15 1/2 0.07 Fourth Quarter.31 1/4 20 3/8 0.07 21 3/8 17 1/8 0.07 ITE

143、M 6.SELECTED FINANCIAL DATA The following table sets forth selected financial data of the Company and its consolidated subsidiaries for each of the years in the five-year period ended December 31,1993,which information has been derived from the Companys audited financial statements.This information

144、should be read in connection with and is qualified in its entirety by the more detailed information and financial statements under Item 8 below.(1)Includes financial data for HERC after June 30,1993,and for Hall-Houston after July 31,1993.See Note 1 to the Companys financial statements under Item 8

145、below.(2)Includes financial data for MW after June 30,1991.See Note 1 to the Companys financial statements under Item 8 below.Reference is made to Item 7,MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,for a discussion of significant acquisitions and to the Summa

146、ry of Significant Accounting Policies and Notes 1 and 2 to the Companys financial statements under Item 8 below.13 AT OR FOR THE YEAR ENDED DECEMBER 31,-1993(1)1992 1991(2)1990 1989 -(IN THOUSANDS,EXCEPT PER SHARE AMOUNTS)INCOME STATEMENT DATA Total revenues.$466,638$454,300$356,930$273,410$246,850

147、Net income.37,334 47,776 34,615 40,297 22,122 Net income per common share.70 1.02 .76 .90 .64 Cash dividends per common share.28 .28 .28 .28 .28 BALANCE SHEET DATA Working capital(deficit).$(62,450)$(43,775)$(55,023)$15,678$24,585 Total assets.1,592,407 1,218,704 1,209,291 829,634 764,368 Long-term

148、debt.453,009 454,373 490,988 194,781 195,622 Shareholders equity.785,854 475,209 439,941 386,780 350,263 Common shares outstanding at end of year.61,085 46,936 46,855 44,694 43,949 ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Apaches financial

149、performance during 1993 is best understood in light of the following factors:GAIN FROM SALE IN PRIOR YEAR-The Companys 1992 income reflects an$18.5 million after-tax gain on the sale of the Companys interest in NGC and$2.7 million attributable to the Companys equity in NGCs earnings.NON-CASH CHARGES

150、-With a reduced probability of establishing commercial operations on certain West African concessions,Apache took a$6.7 million third-quarter write-down that reduced net income by$4.3 million,or$.08 per share.Due to the third quarter enactment of tax legislation increasing the federal corporate inco

151、me tax rate,Apache also took a$3.5 million third-quarter charge to income in restating deferred taxes as required under Statement of Financial Accounting Standards No.109.The one-time charge reduced net income by$.07 per share.COMMODITY PRICES-As compared to 1992,the current years performance benefi

152、tted from generally higher natural gas prices but suffered from a steep decline in oil prices during the fourth quarter.Although natural gas prices remained volatile and continued to deviate from seasonal patterns,Apaches average realized natural gas price for 1993 was up 15 percent over 1992.Improv

153、ed gas prices were significantly offset by a downturn in oil prices in the fourth quarter,which caused Apaches 1993 average realized oil price to decline to a five-year low of$16.78 per barrel.PUBLIC STOCK OFFERING;DEBT CONVERSION-In March 1993,the Company received net proceeds of$131.8 million from

154、 its public offering of approximately 5.8 million shares of Apache common stock,and applied proceeds to repay all outstanding debt under its revolving bank credit facility.In September 1993,holders converted approximately$150 million of Apaches 7 1/2-percent convertible subordinated debentures due 2

155、000 into approximately 7.8 million shares of Apache common stock.These transactions increased the weighted average shares of Apache common stock outstanding during the year by 6.6 million shares and reduced outstanding debt by$281.8 million,with a corresponding reduction in interest expense.This deb

156、t reduction was offset,however,by bank debt incurred to fund acquisitions during 1993.ACQUISITIONS-In 1993,Apache acquired HERC and substantially all of Hall-Houstons producing properties in the Gulf of Mexico for an aggregate of$211.7 million.Although the impact of these acquisitions on 1993 perfor

157、mance was not as dramatic as the impact of the MW acquisition on 1992s performance,the production,expenses and cash flow from the newly acquired properties nonetheless contributed significantly to the years outcome,combining to add approximately$34 million to 1993 revenue.In addition,the Companys 19

158、93 performance reflects a full 12 months of ownership of Apaches 93-percent working interest in Matagorda Island Blocks 681 and 682 in the Gulf of Mexico acquired from Shell Offshore Inc.during the fourth quarter of 1992.RESULTS OF OPERATIONS NET INCOME AND REVENUES The Company reported net income f

159、or the year of$37.3 million,or$.70 per share,a 22-percent decrease from 1992 earnings of$47.8 million,or$1.02 per share.Significant factors contributing to the lower earnings were after-tax charges to earnings of$7.8 million,or$.15 per share,taken in the third quarter related to international impair

160、ments and changes in tax laws,the decline in the Companys realized oil prices during 1993,and the gain recognized during 1992 on the sale of NGC.Excluding only the gain on the 1992 NGC sale,the Companys 1993 earnings increased 28 percent over 1992.Revenues for 1993 totaled$466.6 million,or three per

161、cent higher than a year ago.Production revenues in 1993 totaled$437.3 million compared to$394.6 million in 1992.Oil and gas revenues were influenced by improved gas prices over 1992,declining second-half oil prices,and the acquisition of HERC and the Hall-14 Houston properties in the second half of

162、the year.Revenues from international operations increased 93 percent to$15.5 million with six months of Australian production from the HERC acquisition.Natural gas sales contributed$225 million to revenues,up 33 percent from 1992,the result of sustained higher prices and higher production during 199

163、3.During 1992,Apaches average realized gas price ranged from$1.17 per Mcf in February,the lowest price in 13 years,to a high of$2.40 per Mcf in October.Apaches average realized price for 1992 was$1.76 per Mcf.In 1993,prices remained in the higher range established in the latter half of 1992.Apaches

164、average realized price for 1993 was$2.03 per Mcf,up 15 percent over the 1992 average,positively affecting 1993 gas sales by$30.4 million.The impact of higher gas prices was augmented by higher gas production in 1993 as compared with 1992.Gas production for the year averaged 303.1 MMcf per day,up 16

165、percent from 1992,positively affecting gas sales by$25.8 million.This increase is principally the result of production from newly acquired properties,the most significant of which were the offshore properties acquired from Hall-Houston,the additional 93-percent working interest in Matagorda Island B

166、locks 681 and 682 acquired in 1992,and the properties acquired in the merger with HERC.Combined,these three acquisitions comprised 332 Bcfe of proved reserves at year end and contributed 68 MMcf of gas per day to Apaches 1993 average daily production.The impact of increased oil production was offset

167、 by lower oil prices in 1993.Oil production contributed$206.3 million to revenues during 1993,six percent below Apaches record$218.9 million in oil sales in 1992.Average daily oil production of approximately 33.7 Mbbls barrels of oil increased two percent over the prior year,positively affecting oil

168、 sales by$4.3 million,as acquisitions,continuing workover and recompletion operations,and new drilling in the Permian Basin and along the Austin Chalk trend offset the effects of natural depletion.The Companys average realized oil price of$16.78 per barrel declined eight percent from 1992,negatively

169、 affecting oil sales by$16.9 million.Oil sales represented 47 percent of total oil and gas sales in 1993 compared to 55 percent of total oil and gas sales in 1992.Revenues from the sale of natural gas liquids and sulfur declined 12 percent from 1992 to$6.0 million,a result of lower prices for natura

170、l gas liquids and the sale of the Whitney Canyon gas processing plant in 1992.The sale of natural gas liquids declined from 1.5 Mbbls per day in 1992 to 1.3 Mbbls per day in 1993.Revenues from gas gathering,processing and marketing were$25.9 million in 1993,down 10 percent from 1992.The decline prim

171、arily reflects the sale of Apaches interest in a gas gathering system in Western Oklahoma in March 1993.As a result,gross margins from gathering,processing and marketing were$4.9 million in 1993,a decline of 32 percent from 1992.COSTS AND EXPENSES Operating costs were up two percent in 1993 to$128.1

172、 million,as a decline in operating costs per barrel of oil equivalent was offset by the impact of increased production.Operating costs include lifting costs,workover expense,and applicable domestic or foreign production taxes.On an equivalent unit of production basis,operating costs declined six per

173、cent in 1993 to$4.10 per boe,down from$4.38 per boe in 1992.Apaches declining costs per boe reflect increasing natural gas production and lower production costs associated with the operation of gas-bearing properties as compared with oil-bearing properties.Apaches operating costs were also reduced b

174、y refunds of well-control insurance totaling$.7 million and production tax refunds totaling$1.8 million during 1993.Depreciation,depletion and amortization(DD&A)expense rose 12 percent year-over-year to$176.3 million due to increased sales of natural gas and increased Australian production.Although

175、Apaches domestic amortization rate of 38.7 percent of sales for 1993 was down slightly from 1992,declining oil prices and the higher costs associated with newly acquired offshore properties,which reflect shorter reserve lives and faster expected payouts,combined to increase Apaches domestic amortiza

176、tion rate in the second half of 1993.Recurring international DD&A increased as a result of substantially increased Australian production.International impairments,which rose to$23.2 million in 1993 from$12 million in 1992,included$6.7 million of the Companys investments in West Africa which the Comp

177、any wrote off in the third quarter of 1993 when it recognized a reduced probability of establishing commercial operations on two of Apaches 15 concessions.The 1993 impairments also included provisions for Apaches investment in the Java Sea(Indonesia)and Nanteau(France).Administrative,selling and oth

178、er costs were down five percent from those incurred in 1992,despite the Companys acquisitions during 1993.The reduction reflects the Companys sustained efforts to contain costs,the incremental administrative costs incurred in the 1992 corporate relocation to Houston,and the integration of MW.In 1993

179、,Apache successfully assimilated the HERC and Hall-Houston properties with minimal additions to its administrative staff.Administrative cost reductions were partially offset,however,by expenses associated with an employee benefit plan based on Apache common stock,which increased in price by approxim

180、ately 25 percent from year-end 1992 to year-end 1993.Net financing costs declined 17 percent in 1993 despite the use of bank debt to fund the HERC and Hall-Houston acquisitions.The decline is primarily attributable to a decline of approximately 100 basis points in Apaches effective interest rate in

181、1993 as compared with 1992,reflecting a general decline in interest rates and the conversion of Apaches 7 1/2-percent convertible subordinated debentures due 2000 into shares of Apache common stock in September 1993.Interest expense also declined as a result of Apaches repayment of bank debt from a

182、portion of the$131.8 million in net proceeds of its public offering of common stock in March 1993,the successful conversion of approximately$150 million of its 7 1/2-percent convertible subordinated debentures due 2000 and through the redemption of$7 million of 9-percent convertible subordinated deb

183、entures due 2001.Debt reductions attributable to the public offering and debt conversion in 1993 were offset by debt incurred in connection with acquisitions.On December 31,1993,Apaches outstanding debt balance was$462 million,an increase of one percent from$455.5 million on December 31,1992.PRIOR-Y

184、EAR COMPARATIVE INFORMATION The Companys net income for 1992 increased 38 percent over 1991 to$47.8 million,or$1.02 per share.Revenues for 1992 totaled$454.3 million,or 27 percent higher than revenues for 1991.Production revenues for 1992 totaled$394.6 million compared to$316.1 million in 1991.Oil a

185、nd gas revenues in 1992 were influenced by strong second-half gas prices,a decrease in natural gas production resulting from the disposition of largely gas-bearing properties in 1991 and from curtailments in 1992,and the effect of a full year of oil production from properties included in the MW acqu

186、isition.Natural gas sales contributed$168.8 million to revenues in 1992,up two percent from 1991,primarily the result of the surge in prices in the second half of the year.For 1992,Apaches average realized gas price was$1.76 per Mcf,up 11 percent over 1991,positively affecting 1992 revenues by$16.9

187、million.Gas production for 1992 totaled 262.2 MMcf per day,down nine percent from 1991,negatively affecting 1992 revenues by$13.7 million.Production declined for several reasons,the most significant of which was Apaches disposition of approximately$187 million of largely gas-bearing properties durin

188、g 1991 and 1992 following the MW acquisition.The net effect of Apaches compliance with prorationing legislation enacted during 1992 accounted for an approximate 11-MMcf decrease in average daily gas production.Ordinary reserve depletion and the voluntary curtailment of gas production in Oklahoma and

189、 the Gulf of Mexico during the first quarter of 1992 due to low gas prices also reduced production.Increased oil production contributed to a record$218.9 million in oil sales during 1992,a 53-percent increase over 1991.Total oil production of 12.1 MMbbls increased 55 percent over the prior year due

190、to the inclusion of a full years production volumes from the MW properties.The Companys average realized oil price of$18.16 declined one percent from 1991.Revenues from the sale of natural gas liquids and sulfur declined 11 percent from 1991 to$6.9 million in 1992,reflecting the sale of the Spindle

191、gas processing plant in late 1991 and the Whitney Canyon plant in 1992.Apaches gross margin from gathering,processing and marketing,excluding NGC,was$7.1 million in 1992,which was unchanged from 1991.The major nonrecurring factor affecting 1992 revenues was Apaches mid-year sale of its interest in N

192、GC.The Company recognized a gain on the NGC sale of$28.3 million,or$18.5 million after tax.Apaches 16 investment in NGC,which was accounted for using the equity method,contributed$2.7 million to Apaches 1992 net income prior to the sale and$8.2 million to Apaches net income in 1991.In July 1991,Apac

193、he completed its acquisition of MW for$511.4 million in cash,the assumption of$4.1 million in net liabilities and the issuance of two million shares of Apache common stock.At closing,MW had net proved reserves of 63 MMbbls of oil and 288 Bcf of gas.With the MW acquisition and subsequent disposition

194、of non-strategic properties,Apache effectively doubled its proved reserves and increased the proportion of oil in its total reserves from 21 percent to 44 percent.Also in 1991,the Company accrued the cost of relocating its corporate headquarters to Houston,Texas,resulting in a one-time charge that r

195、educed net income by$7.1 million.Included in other revenues in 1991 was$5.6 million related to a favorable take-or-pay settlement.Operating costs,up 37 percent to$125.3 million,reflected 12 months of ownership of the MW properties.On an equivalent unit of production basis,production costs and produc

196、tion taxes rose to$4.38 per boe,up from$3.54 per boe in 1991,reflecting the higher costs associated with MWs predominantly oil-bearing properties.In 1992,DD&A expense rose 19 percent from the previous year to$157.5 million due to higher domestic oil and gas sales while the Companys international imp

197、airments rose to$12 million.The increase in amortization expense due to higher sales was mitigated,however,by the favorable impact of the MW acquisition,the effect of which decreased the domestic amortization rate on oil and gas production revenues from 40.8 percent in 1991 to 38.8 percent in 1992.A

198、dministrative,selling and general costs were down 15 percent in 1992 from those incurred in 1991,which included an$11.1 million pre-tax provision for the relocation of the Companys headquarters.Excluding the impact of the 1991 relocation provision,the Companys administrative,selling and other costs

199、for 1992 increased 16 percent over 1991,reflecting the cost of administering MWs properties for a full year,the continued cost of integrating the MW properties,and the incurrence of$2.7 million in additional relocation expenses in 1992.Although Apache reduced its outstanding debt from$495.7 million

200、at year-end 1991 to$455.5 million at year-end 1992,interest expense rose 15 percent in 1992 as compared with 1991,which included only six months of interest on the MW acquisition debt.Debt reduction during the year and lower interest rates contributed to a 22-percent decrease in average monthly inte

201、rest expense in 1992 as compared to the second half of 1991.Amortization of loan costs nearly doubled in 1992,reflecting costs of the MW debt and the issuance of additional senior debt in 1992.CASH FLOW,LIQUIDITY AND CAPITAL RESOURCES CAPITAL COMMITMENTS Apaches primary needs for cash are for explor

202、ation,development and acquisition of oil and gas properties,repayment of principal and interest on outstanding debt,and payment of dividends.The Company generally funds its exploration and development activities through internally generated cash flows and budgets its capital expenditures based upon

203、projected cash flows.Apache routinely adjusts its capital expenditures in response to changes in oil and gas prices and corresponding changes in cash flow.Expenditures for exploration and development increased to$218.9 million in 1993 from$136.7 million in 1992.Apache completed 213 producing wells o

204、ut of 274 wells drilled during the year compared with 209 wells drilled in 1992,of which 155 were completed as producers.Expenditures for exploration and development in 1994,including workover and recompletion operations,are anticipated to be$240 million,including$25 million relating to internationa

205、l operations,and will be reviewed quarterly in light of oil and gas prices.Cash expenditures for acquisitions during 1993 were$260.9 million,compared to$63 million in 1992,which included the$57.4-million acquisition of an additional 93-percent working interest in Matagorda Island Blocks 681 and 682

206、from Shell Offshore Inc.in November 1992.The cost of acquisitions,including the value of the shares issued and liabilities added through the merger of HERC,totaled$324.6 million in 1993.Apaches most significant transactions during 1993 were its acquisitions of oil and gas properties from Hall-17 Hou

207、ston for$113.7 million in cash and the acquisition of HERC.Apache acquired all of the outstanding stock of HERC for approximately$98 million,which included the issuance of 307,977 shares of Apache common stock(305,003 shares in 1993)and cash payments to HERC stockholders.Net cash outlays attributabl

208、e to the acquisition of HERC totaled$70.7 million in 1993.Apache also acquired more than$76.5 million of other properties during 1993,primarily representing purchases of additional working interests in existing Apache properties,including the purchase of Key Production Companys interest in certain p

209、roperties held by Apache Operating Partnership L.P.prior to its dissolution during the first quarter of 1993.Other capital expenditures for 1993 include the purchase of NGCs interest in a gas gathering system in western Oklahoma which was sold in March 1993,in a transaction described under Capital R

210、esources below.Funds for the 1993 acquisitions were obtained principally from borrowings under the Companys revolving bank credit agreement.The Company aggressively pursues acquisition opportunities as part of its reserve growth strategy.The amount and timing of future funding requirements for acqui

211、sitions are dependent upon several factors,including the market for oil and gas properties,and cannot be predicted for the upcoming year.At December 31,1993,Apache had outstanding$240.0 million under its revolving bank credit facility,$41.6 million in additional bank debt consolidated through the HE

212、RC acquisition,and an aggregate of$180.4 million in principal amount of other long-term debt,comprised principally of notes and debentures maturing in the years 1997 through 2002.The Companys overall debt increased$6.6 million from December 31,1992,as borrowing for acquisitions offset the impact of

213、Apaches 1993 equity offering and debenture conversion.In 1993,Apache made cash payments on long-term debt totaling$162 million,of which$1.1 million was scheduled under these debt obligations.Interest payments on the Companys outstanding debt obligations during 1994 are projected(using weighted avera

214、ge balances for floating rate obligations)to be approximately$27 million,while scheduled principal payments for 1994 currently total$9 million.Dividends paid during 1993 totaled$14.9 million,up 14 percent from 1992,primarily due to the issuance of approximately 5.8 million shares of Apache common st

215、ock in connection with the Companys March 1993 equity offering and the issuance of approximately 7.8 million shares upon conversion of its outstanding 7 1/2-percent convertible subordinated debentures due 2000.The Companys dividend policy currently provides for the payment of regular quarterly divid

216、ends at the rate of$.28 per share annually.Although no change in the dividend policy is contemplated for 1994,the declaration and amount of future dividends is dependent upon the Companys cash requirements,applicable debt covenants and other factors deemed relevant by the Board of Directors.CAPITAL

217、RESOURCES The Companys primary capital resources are net cash provided by operating activities,proceeds from financing activities and proceeds from sales of non-strategic assets.Net cash provided by operating activities during 1993 was$225.1 million,up$30.7 million from 1992.The 16-percent improveme

218、nt in cash flows primarily reflects increased gas production,higher gas prices and reduced interest costs.Future cash flows will be influenced by product prices and production volumes and are not presently ascertainable.In March 1993,Apache and NGC completed the sale of their respective interests in

219、 a gathering system in western Oklahoma.Apache received gross cash proceeds of approximately$32.2 million in the transaction,of which$16.4 million was attributable to NGCs interest in the system.Also in March 1993,Apache completed the public offering of approximately 5.8 million shares of Apache com

220、mon stock for net proceeds of$131.8 million.In April 1993,Apache applied the proceeds to repay all outstanding debt under its revolving bank credit facility.In October 1993,the borrowing base under Apaches revolving bank credit facility was increased to$400 million.As of December 31,1993,the Company

221、 had reborrowed$240 million under the facility,largely to fund the purchase of the Hall-Houston properties and the HERC acquisition.18 The availability of funds under Apaches$400-million revolving bank credit facility is subject to the maintenance of certain financial covenants by the Company and to

222、 periodic redetermination by its bank group based upon the Companys estimated oil and gas reserve values and forecast rates of production.The Company has complied with its financial covenants at all times since the inception of the revolving credit facility in July 1991.The facility matures on April

223、 30,1996,and,with the lenders consent,may be extended in one-year increments or converted into a term loan.At December 31,1993,HERC and its wholly-owned subsidiary,Hadson Energy Limited(HEL),each had a credit facility with Bank of Montreal.At year end,credit available under the HERC facility was$26

224、million,of which$19.6 million was outstanding.The HEL facility had a total of$22 million outstanding at year-end 1993 with repayment to be made in quarterly installments of$2 million each plus interest until repaid in full in July 1996.In September 1993,Apache completed the conversion of its 7 1/2-p

225、ercent convertible subordinated debentures due 2000,resulting in the issuance of approximately 7.8 million shares of Apache common stock.Primarily as a result of the conversion and Apaches March 1993 equity offering,Apaches debt as a percentage of capital declined to 37 percent at December 31,1993,d

226、espite increased bank debt incurred for 1993 acquisitions.In May 1992,Apache issued 9.25-percent notes due 2002 in the principal amount of$100 million.Proceeds from the offering were used to reduce bank debt,pay off the 9.5-percent convertible debentures due 1996 and for general corporate purposes.I

227、n December 1992,the Company privately placed 3.93-percent convertible notes due 1997 in the principal amount of$75 million.The 3.93-percent notes are not redeemable before maturity and are convertible into Apache common stock at the option of the holders at any time prior to maturity at a conversion

228、 price of$27.00 per share.Proceeds from the sale of the 3.93-percent notes were used to repay bank debt.LIQUIDITY The Company had$17.1 million in cash and cash equivalents on hand at December 31,1993,down from$26.1 million at the end of 1992.The Companys ratio of current assets to current liabilitie

229、s at year end of.7:1 was unchanged from year-end 1992.Management believes that cash on hand at year end,net cash generated from operations and unused available borrowing capacity under the revolving credit facility will be adequate to meet future liquidity needs for at least the next two fiscal year

230、s,including satisfying the Companys financial obligations and funding exploration and development operations and routine acquisitions.FUTURE TRENDS Apache intends to continue increasing production and reserves through drilling and property acquisitions.Apache is considering increasing its current bo

231、rrowing capacity to enhance its ability to pursue additional growth opportunities.Although the Companys future performance is difficult to predict,the following factors are likely to impact its operating results and financial condition in the future.CONTINUING VOLATILITY OF PRODUCT PRICES In 1993,sp

232、ot market natural gas prices remained volatile and continued to behave independently of historical seasonal patterns,although in a relatively higher range of average monthly prices from approximately$1.79 per Mcf in February to$2.26 per Mcf in December.Spot market oil prices,which are especially vul

233、nerable to complex and unpredictable political and economic forces,also remained volatile in 1993,as Apaches average realized price fluctuated from$18.97 per barrel in April to$12.88 per barrel in December.The recent failure of OPEC to reduce production quotas and the addition of more than one milli

234、on barrels of oil per day of North Sea crude production suggest that oil prices will not improve in the near term.Management believes that,absent a comprehensive U.S.energy policy,oil prices will continue to fluctuate in response to changes in the policies of OPEC,events in the Middle East and event

235、s in certain non-OPEC 19 countries.Management also believes that gas prices will remain volatile and may not necessarily conform to historical cycles based on heating seasons.ENVIRONMENTAL REGULATION The Company operates under numerous state and federal laws regulating the discharge of materials int

236、o,and the protection of,the environment.In the ordinary course of business,Apache conducts an ongoing review of the effects of these various environmental laws on its business and operations.The estimated cost of continued compliance with current environmental laws,based upon the information current

237、ly available,is not material to the Companys financial position or results of operations.It is impossible to determine whether and to what extent Apaches future performance may be affected by environmental laws;however,management does not believe that such laws will have a material adverse effect on

238、 the Companys financial position or results of operations.ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary financial information required to be filed under this item are presented on pages F-1 through F-30 of this Form 10-K,and are incorporated herein by

239、reference.ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.PART III ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information set forth under the captions Information About Nominees for Election as Directors,Continuing Directors,Execut

240、ive Officers of the Company,and Voting Securities and Principal Holders in the Companys proxy statement relating to the Companys 1994 annual meeting of shareholders(the Proxy Statement)is incorporated herein by reference.ITEM 11.EXECUTIVE COMPENSATION The information set forth under the captions Sum

241、mary Compensation Table,Option/SAR Grants Table,Options/SAR Exercises and Year-End Value Table,Employment Contracts and Termination of Employment and Change-in-Control Arrangements,and Director Compensation in the Proxy Statement is incorporated herein by reference.ITEM 12.SECURITY OWNERSHIP OF CERT

242、AIN BENEFICIAL OWNERS AND MANAGEMENT The information set forth under the caption Voting Securities and Principal Holders in the Proxy Statement is incorporated herein by reference.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under the caption Transactions with Off

243、icers and Directors in the Proxy Statement is incorporated herein by reference.20 PART IV ITEM 14.EXHIBITS,FINANCIAL STATEMENT SCHEDULES,AND REPORTS ON FORM 8-K (A)DOCUMENTS INCLUDED IN THIS REPORT:1.FINANCIAL STATEMENTS 2.FINANCIAL STATEMENT SCHEDULES Schedules V,VI and X are included as pages F-28

244、 through F-30 of this Form 10-K.Schedules I,II,III,IV,VII,VIII,IX,XI,XII and XIII have been omitted because they are either not required,not applicable or the information required to be presented is included in the Companys financial statements and related notes.21 PAGE -Report of independent public

245、 accountants.F-1 Report of management.F-2 Statement of consolidated income for each of the three years in the period ended December 31,1993.F-3 Statement of consolidated cash flows for each of the three years in the period ended December 31,1993.F-4 Consolidated balance sheet as of December 31,1993

246、and 1992.F-5 Statement of consolidated shareholders equity for each of the three years in the period ended December 31,1993.F-7 Summary of significant accounting policies.F-8 Notes to consolidated financial statements.F-10 Supplemental oil and gas disclosures.F-21 Supplemental quarterly financial da

247、ta.F-27 3.EXHIBITS 22 EXHIBIT NO.DESCRIPTION-2.1 -Stock Purchase Agreement,dated July 1,1991,between the Registrant and Amoco Production Company(incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K,dated July 1,1991,Commission File No.1-4300,filed on July 19,1991).2.2

248、-Form of Acquisition Agreement between Apache Corporation,HERC Acquisition Corporation and Hadson Energy Resources Corporation,dated August 26,1993,and amended September 28,1993(incorporated by reference to Exhibit 2.1 to Registrants Registration Statement on Form S-4,Registration No.33-67954,filed

249、on September 29,1993).2.3 -Purchase and Sale Agreement between Hall-Houston Oil Company,as seller,and Registrant,as buyer,dated as of June 2,1993 (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K,dated August 31,1993,Commission File No.1-4300,filed on September 7,1

250、993).2.4 -Purchase and Sale Agreement between Hall-Houston Oil Company,as seller,and Registrant,as buyer,dated as of August 13,1993 (incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K,dated August 31,1993,Commission File No.1-4300,filed on September 7,1993).2.5 -Mata

251、gorda Island 681 Field Purchase and Sale Agreement with Option to Exchange,dated November 24,1992,between Shell Offshore Inc.,SOI Royalties Inc.,and Registrant(incorporated by reference to Exhibit 10.7 to Apache Offshore Investment Partnerships Annual Report on Form 10-K for the year ended December

252、31,1992,Commission File No.0-13546,filed March 31,1993).*3.1 -Restated Certificate of Incorporation of the Registrant,dated December 1,1993,as filed with the Secretary of State of Delaware on December 16,1993.3.2 -Bylaws of the Registrant,dated as of December 9,1992(incorporated by reference to Exhi

253、bit 3.3 of Registrants Annual Report on Form 10-K for the year ended December 31,1992,Commission file 1-4300,filed on March 10,1993).4.1 -Form of common stock certificate(incorporated by reference to the Registrants Registration Statement on Form S-3,Registration No.33-5097,filed on April 23,1986).4

254、.2 -Rights Agreement,dated as of January 10,1986,between the Registrant and First Trust Company,Inc.,rights agent,relating to the declaration of Rights to the Registrants common stockholders of record on January 24,1986(incorporated by reference to Exhibit 4.9 to Registrants Annual Report on Form 10

255、-K for the year ended December 31,1985,Commission File No.1-4300,filed on March 31,1986).10.1 -Amended and Restated Credit Agreement,dated April 15,1992,among Registrant,the lenders named therein and The First National Bank of Chicago and Chemical Bank,as agents(incorporated by reference to Exhibit

256、10.01 to Registrants Registration Statement on Form S-3,Registration No.33-47363,filed on April 21,1992).10.2 -Third Amendment to Amended and Restated Credit Agreement,dated April 30,1993,among Registrant,the lenders named therein and The First National Bank of Chicago and Chemical Bank,as agents(in

257、corporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30,1993,Commission File No.1-4300,filed August 16,1993).23 EXHIBIT NO.DESCRIPTION-*10.3 -Fourth Amendment to Amended and Restated Credit Agreement,dated July 13,1993,among Registrant,the l

258、enders named therein and The First National Bank of Chicago and Chemical Bank,as agents.10.4 -Credit Agreement,dated as of July 24,1992,between Registrant,the lenders named therein and The First National Bank of Chicago,as agent(incorporated by reference to Exhibit 10.1 to Registrants Quarterly Repo

259、rt on Form 10-Q for the quarter ended June 30,1992,Commission File No.1-4300,filed on August 14,1992).10.5 -Credit Agreement,dated as of December 18,1990,by and between Hadson Energy Resources Corporation,the lenders named therein and Bank of Montreal,as agent(incorporated by reference to Exhibit 10

260、.1 to Hadson Energy Resources Corporations Annual Report on Form 10-K for the year ended December 31,1990,Commission File No.0-18236,filed March 11,1991).*10.6 -Second Amendment to Credit Agreement,dated as of December 22,1993,by and between Hadson Energy Resources Corporation,the lenders named ther

261、ein and Bank of Montreal,as agent.10.7 -Acceptance Agreement,dated as of June 6,1991,by and between Hadson Energy Limited,the lenders named therein and Bank of Montreal,as agent(incorporated by reference to Hadson Energy Resources Corporations Quarterly Report on Form 10-Q for the quarter ended June

262、 30,1991,Commission File No.0-18236,filed August 13,1991).*10.8 -Second Amendment to Acceptance Agreement,dated as of December 22,1993,by and between Hadson Energy Limited,the lenders named therein and Bank of Montreal,as agent.10.9 -Stock Purchase Agreement,dated July 1,1991,between the Registrant

263、and Amoco Production Company(incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K,dated July 1,1991,Commission File No.1-4300,filed on July 19,1991).10.10 -Oil and Gas Hedging Agreement,dated as of July 1,1991,between the Registrant and Amoco Production Company(incorpo

264、rated by reference to Exhibit 10.4 to Registrants Current Report on Form 8-K,dated July 1,1991,Commission File No.1-4300,filed on July 19,1991).10.11 -Geotechnical Data Agreement and License,dated July 1,1991,between the Registrant and Amoco Production Company(incorporated by reference to Exhibit 10

265、.5 to Registrants Current Report on Form 8-K,dated July 1,1991,Commission File No.1-4300,filed on July 19,1991).+10.12 -1982 Employee Stock Option Plan,as updated in January 1987 to conform to the Tax Reform Act of 1986(incorporated by reference to Exhibit 10.7 to Registrants Annual Report on Form 1

266、0-K for the year ended December 31,1990,Commission File No.1-4300,filed on March 27,1991).+10.13 -Apache Corporation Corporate Administrative Group Incentive Plan,effective as of January 1,1989(incorporated by reference to Exhibit 10.8 to Registrants Annual Report on Form 10-K for the year ended Dec

267、ember 31,1990,Commission File No.1-4300,filed on March 27,1991).*+10.14 -First Amendment,dated October 22,1990,to the Apache Corporation Corporate Administrative Group Incentive Plan.24 EXHIBIT NO.DESCRIPTION-+10.15 -Apache Corporation 401(k)Retirement/Savings Plan,dated November 16,1989,amended Jul

268、y 9,1992,effective January 1,1989(incorporated by reference to Exhibit 10.16 to Registrants Annual Report on Form 10-K for the year ended December 31,1992,Commission File No.1-4300,filed on March 10,1993).*+10.16 -Amendment to the Apache Corporation 401(k)Retirement/Savings Plan,dated December 31,19

269、93.+10.17 -Apache International,Inc.Common Stock Award Plan,dated February 12,1990(incorporated by reference to Exhibit 10.13 to Registrants Annual Report on Form 10-K for the year ended December 31,1989,Commission File No.1-4300,filed on April 2,1990).+10.18 -Apache Corporation 1990 Phantom Stock A

270、ppreciation Plan,dated as of September 28,1990(incorporated by reference to Exhibit 10.17 to Registrants Annual Report on Form 10-K for the year ended December 31,1990,Commission File No.1-4300,filed on March 27,1991).+10.19 -Apache Corporation 1990 Stock Incentive Plan,dated as of September 28,1990

271、(incorporated by reference to Exhibit 10.18 to Registrants Annual Report on Form 10-K for the year ended December 31,1990,Commission File No.1-4300,filed on March 27,1991).+10.20 -Amendment No.1 to the Apache Corporation 1990 Stock Incentive Plan,dated as of July 17,1992(incorporated by reference to

272、 Exhibit 4.4 to Registrants Registration Statement on Form S-8,Registration No.33-53442,filed on October 19,1992).+10.21 -Apache Corporation Income Continuance Plan,including Amendment Nos.1 and 2,restated as of February 24,1988(incorporated by reference to Exhibit 10.19 to Registrants Annual Report

273、 on Form 10-K for the year ended December 31,1990,Commission File No.1-4300,filed on March 27,1991).+10.22 -Apache Corporation 1986 Phantom Stock Appreciation Plan(incorporated by reference to Exhibit 10.20 to Registrants Annual Report on Form 10-K for the year ended December 31,1990,Commission File

274、 No.1-4300,filed on March 27,1991).+10.23 -Apache Corporation Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.21 to Registrants Annual Report on Form 10-K for the year ended December 31,1990,Commission File No.1-4300,filed on March 27,1991).+10.24 -Apache Corporation Ph

275、antom Stock Appreciation Plan for Directors,effective as of May 4,1989(incorporated by reference to Exhibit 10.22 to Registrants Annual Report on Form 10-K for the year ended December 31,1990,Commission File No.1-4300,filed on March 27,1991).+10.25 -Apache Corporation Outside Directors Retirement Pl

276、an,effective December 15,1992(incorporated by reference to Exhibit 10.25 to Registrants Annual Report on Form 10-K for the year ended December 31,1992,Commission File No.1-4300,filed on March 10,1993).*+10.26 -Apache Corporation Equity Compensation Plan for Non-Employee Directors,adopted February 9,

277、1994,and form of Restricted Stock Award Agreement.+10.27 -Amended and Restated Employment Agreement,dated December 5,1990,between the Registrant and Raymond Plank(incorporated by reference to Exhibit 10.9 to Registrants Annual Report on Form 10-K for the year ended December 31,1990,Commission File N

278、o.1-4300,filed on March 27,1991).*Filed herewith.+Management contracts or compensatory plans or arrangements required to be filed herewith pursuant to Item 14 hereof.Note:Debt instruments of the Registrant defining the rights of long-term debt holders in principal amounts not exceeding 10 percent of

279、 the Registrants consolidated assets have been omitted and will be provided to the Commission upon request.(B)REPORTS ON FORM 8-K No reports on Form 8-K were filed during the fiscal quarter ended December 31,1993.25 EXHIBIT NO.DESCRIPTION-+10.28 -Amended and Restated Employment Agreement,dated Decem

280、ber 20,1990,between the Registrant and John A.Kocur(incorporated by reference to Exhibit 10.10 to Registrants Annual Report on Form 10-K for the year ended December 31,1990,Commission File No.1-4300,filed on March 27,1991).+10.29 -Employment Agreement,dated March 20,1991,between the Registrant and W

281、illiam J.Johnson(incorporated by reference to Exhibit 10.15 to Registrants Annual Report on Form 10-K for the year ended December 31,1992,Commission File No.1-4300,filed on March 10,1993).*+10.30 -Consulting Agreement,dated November 1,1993,between the Registrant and John A.Kocur.*+10.31 -Consulting

282、Agreement,dated November 10,1993,between the Registrant and George J.Morgenthaler.*+10.32 -Consulting Agreement,dated March 15,1994,between the Registrant and Bijan Mossavar-Rahmani.*11.1 -Statement regarding computation of earnings per share of the Registrants common stock for the year ended Decemb

283、er 31,1993.*21.1 -Subsidiaries of the Registrant.*23.1 -Consent of Arthur Andersen&Co.*23.2 -Consent of Ryder Scott Company Petroleum Engineers.*23.3 -Consent of Intera Information Technologies Inc.SIGNATURES Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934,t

284、he registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.POWER OF ATTORNEY The officers and directors of Apache Corporation,whose signatures appear below,hereby constitute and appoint William J.Johnson,Mark A.Jackson and Clyde E.McKenzie,and e

285、ach of them(with full power to each of them to act alone),the true and lawful attorney-in-fact to sign and execute,on behalf of the undersigned,any amendment(s)to this report and each of the undersigned does hereby ratify and confirm that all said attorneys shall do or cause to be done by virtue the

286、reof.Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.*APACHE CORPORATION By:/s/RAYMOND PLANK -Raymond Plank,Date:March 21,1994 Chairman and Chie

287、f Executive Officer SIGNATURE TITLE DATE-/s/RAYMOND PLANK Chairman and Chief Executive March 21,1994-Officer(Principal Executive Raymond Plank Officer)/s/MARK A.JACKSON Vice President and Chief March 21,1994-Accounting Officer Mark A.Jackson (Principal Accounting Officer)/s/FREDERICK M.BOHEN Directo

288、r March 21,1994-Frederick M.Bohen /s/VIRGIL B.DAY Director March 21,1994-Virgil B.Day /s/RANDOLPH M.FERLIC Director March 21,1994-Randolph M.Ferlic /s/EUGENE C.FIEDOREK Director March 21,1994-Eugene C.Fiedorek /s/W.BROOKS FIELDS Director March 21,1994-W.Brooks Fields /s/ROBERT V.GISSELBECK Director

289、March 21,1994-Robert V.Gisselbeck /s/STANLEY K.HATHAWAY Director March 21,1994-Stanley K.Hathaway /s/WILLIAM J.JOHNSON Director March 21,1994-William J.Johnson /s/JOHN A.KOCUR Director March 21,1994-John A.Kocur /s/JAY A.PRECOURT Director March 21,1994-Jay A.Precourt /s/JOSEPH A.RICE Director March

290、21,1994-Joseph A.Rice *Apache Corporation does not have a Principal Financial Officer.REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Shareholders of Apache Corporation:We have audited the accompanying consolidated balance sheet of Apache Corporation(a Delaware corporation)and Subsidiaries as of Dec

291、ember 31,1993 and 1992,and the related statements of consolidated income,shareholders equity,and cash flows for each of the three years in the period ended December 31,1993.These financial statements and schedules are the responsibility of the Companys management.Our responsibility is to express an

292、opinion on these financial statements and schedules based on our audits.We conducted our audits in accordance with generally accepted auditing standards.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materi

293、al misstatement.An audit includes examining,on a test basis,evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by management,as well as evaluating the overall financial statement p

294、resentation.We believe that our audits provide a reasonable basis for our opinion.In our opinion,the consolidated financial statements referred to above present fairly,in all material respects,the financial position of Apache Corporation and Subsidiaries as of December 31,1993 and 1992,and the resul

295、ts of their operations and their cash flows for each of the three years in the period ended December 31,1993,in conformity with generally accepted accounting principles.Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole.The sche

296、dules listed in Item 14(a)2 are presented for purposes of complying with the Securities and Exchange Commissions rules and are not part of the basic consolidated financial statements.These schedules have been subjected to the auditing procedures applied in our audits of the basic consolidated financ

297、ial statements and,in our opinion,fairly state in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.ARTHUR ANDERSEN&CO.Houston,Texas February 8,1994 F-1 REPORT OF MANAGEMENT The financial statements a

298、nd related financial information of Apache Corporation and Subsidiaries were prepared by and are the responsibility of management.The statements have been prepared in conformity with generally accepted accounting principles and include amounts that are based on managements best estimates and judgmen

299、ts.Management maintains and places reliance on systems of internal control designed to provide reasonable assurance,weighing the costs with the benefits sought,that all transactions are properly recorded in the Companys books and records,that policies and procedures are adhered to and that assets ar

300、e safeguarded.The systems of internal controls are supported by written policies and guidelines,internal audits and the selection and training of qualified personnel.The consolidated financial statements have been audited by Arthur Andersen&Co.,independent public accountants.Their audits included de

301、veloping an overall understanding of the Companys accounting systems,procedures and internal controls and conducting tests and other auditing procedures sufficient to support their opinion on the fairness of the consolidated financial statements.The Board of Directors exercises its oversight respons

302、ibility for the financial statements through its Audit Committee,composed solely of directors who are not employed by Apache.The Audit Committee meets periodically with management,internal auditors and the independent public accountants to ensure that they are successfully completing designated resp

303、onsibilities.The internal auditors and independent public accountants have open access to the Audit Committee to discuss auditing and financial reporting issues.Raymond Plank Chairman of the Board and Chief Executive Officer Mark A.Jackson Vice President and Chief Accounting Officer F-2 APACHE CORPO

304、RATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED INCOME The accompanying summary of significant accounting policies and notes to consolidated financial statements are integral parts of this statement.F-3 FOR THE YEAR ENDED DECEMBER 31,-1993 1992 1991 -(IN THOUSANDS,EXCEPT PER SHARE AMOUNTS)REVENUES

305、:Oil and gas production revenues.$437,342$394,552$316,062 Gathering,processing and marketing revenues.25,862 28,594 25,970 Equity in income of affiliates.624 2,695 8,642 Gain on sale of investment in affiliate.-28,345 -Other revenues.2,810 114 6,256 -466,638 454,300 356,930 -OPERATING EXPENSES:Depre

306、ciation,depletion and amortization.176,335 157,508 132,230 International impairments.23,200 12,000 3,600 Operating costs.128,113 125,337 91,514 Gathering,processing and marketing costs.21,010 21,452 18,909 Administrative,selling and other.33,193 35,010 41,207 Financing costs:Interest expense.28,102

307、35,314 30,737 Amortization of deferred loan costs.3,896 3,888 1,988 Capitalized interest.(4,764)(6,035)(4,967)Interest income.(352)(652)(2,449)-408,733 383,822 312,769 -INCOME BEFORE INCOME TAXES.57,905 70,478 44,161 Provision for income taxes.20,571 22,702 9,546 -NET INCOME.$37,334$47,776$34,615 -N

308、ET INCOME PER COMMON SHARE.$.70$1.02$.76 -WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.53,534 46,904 45,777 -APACHE CORPORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED CASH FLOWS The accompanying summary of significant accounting policies and notes to consolidated financial statements are integral

309、parts of this statement.F-4 FOR THE YEAR ENDED DECEMBER 31,-1993 1992 1991 -(IN THOUSANDS)CASH FLOWS FROM OPERATING ACTIVITIES:Net income.$37,334$47,776$34,615 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation,depletion and amortization.176,335 157,508 132

310、,230 International impairments.23,200 12,000 3,600 Amortization of deferred loan costs.3,896 3,888 1,988 Provision for deferred income taxes.20,571 14,034 4,234 -261,336 235,206 176,667 Gain on sale of investment in affiliate.-(28,345)-Cash distributions in excess of(less than)earnings of affiliates

311、.(662)2,650 (2,435)Changes in operating assets and liabilities,net of effects of acquisitions:(Increase)decrease in receivables.(9,590)356 (12,596)(Increase)decrease in advances to oil and gas ventures and other.137 (3,598)2,881 (Increase)decrease in deferred charges and other.(3,904)(1,415)(710)Inc

312、rease(decrease)in payables.(4,152)2,187 (32,328)Increase(decrease)in accrued operating costs.(8,177)(8,660)13,370 Increase(decrease)in deferred credits and noncurrent liabilities.(9,915)(3,983)11,735 -Net cash provided by operating activities.225,073 194,398 156,584 -CASH FLOWS FROM INVESTING ACTIVI

313、TIES:Exploration and development expenditures.(218,930)(136,691)(111,566)Acquisition of oil and gas properties.(190,181)(62,955)(568,345)Noncash portion of net oil and gas property additions.7,104 2,434 28,240 MW working capital and accrued acquisition costs.-74 9,068 Purchase of HERC stock,net of c

314、ash acquired.(70,692)-Proceeds from sale of oil and gas properties.3,255 37,167 157,018 Future operating costs for royalty interest sold.-(17,000)Proceeds from sale of gas gathering system.32,201 -Other capital expenditures,net.(30,471)(7,495)(3,747)Proceeds from sale of investment in affiliate.-50,

315、700 -Other,net.1,145 (1,247)2,675 -Net cash used by investing activities.(466,569)(118,013)(503,657)-CASH FLOWS FROM FINANCING ACTIVITIES:Long-term borrowings.275,424 266,378 468,005 Payments on long-term debt.(162,000)(306,565)(172,275)Dividends paid.(14,919)(13,130)(12,671)Proceeds from issuance o

316、f common stock.134,223 630 1,383 Payments to acquire treasury stock.(25)(3)(15)Costs of debt and equity transactions.(270)(3,971)(16,136)-Net cash provided(used)by financing activities.232,433 (56,661)268,291 -NET INCREASE(DECREASE)IN CASH AND CASH EQUIVALENTS.(9,063)19,724 (78,782)CASH AND CASH EQU

317、IVALENTS AT BEGINNING OF YEAR.26,127 6,403 85,185 -CASH AND CASH EQUIVALENTS AT END OF YEAR.$17,064$26,127$6,403 -APACHE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET The accompanying summary of significant accounting policies and notes to consolidated financial statements are integral par

318、ts of this statement.F-5 DECEMBER 31,-1993 1992 -(IN THOUSANDS)ASSETS CURRENT ASSETS:Cash and cash equivalents.$17,064$26,127 Receivables.91,840 75,777 Inventories.7,152 6,202 Advances to oil and gas ventures and other.6,884 5,749 -122,940 113,855 -PROPERTY AND EQUIPMENT:Oil and gas,on the basis of

319、full cost accounting:Proved properties.2,516,801 1,996,590 Unproved properties and properties under development,not being amortized.105,597 85,532 Gas gathering,transmission and processing facilities.25,809 23,357 Other.36,938 24,045 -2,685,145 2,129,524 Less:Accumulated depreciation,depletion and a

320、mortization.(1,248,685)(1,057,651)-1,436,460 1,071,873 OTHER ASSETS:Investments in affiliates.5,677 5,053 Deferred charges and other.27,330 27,923 -33,007 32,976 -$1,592,407$1,218,704 -APACHE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET The accompanying summary of significant accounting p

321、olicies and notes to consolidated financial statements are integral parts of this statement.F-6 DECEMBER 31,-1993 1992 -(IN THOUSANDS)LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES:Current maturities of long-term debt.$9,017$1,103 Current portion of advances on gas contracts.-20,142 Account

322、s payable.118,447 82,064 Accrued operating expense.17,371 16,446 Accrued income taxes.6,048 5,158 Accrued interest.2,010 9,011 Accrued exploration and development.15,083 7,979 Accrued compensation and benefits.9,170 7,405 Other accrued expenses.8,244 8,322 -185,390 157,630 -LONG-TERM DEBT.453,009 45

323、4,373 -DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:Income taxes.128,554 83,220 Advances on gas contracts.3,914 3,039 Future operating costs for royalty interest sold.10,389 13,222 Other.25,297 32,011 -168,154 131,492 -COMMITMENTS AND CONTINGENCIES(Note 8)SHAREHOLDERS EQUITY:Common stock,$1.25

324、par,215,000,000 shares authorized,62,334,241 and 48,304,154 shares issued,respectively.77,918 60,380 Paid-in capital.540,155 269,296 Retained earnings.182,195 160,763 Treasury stock,at cost,1,248,827 and 1,367,914 shares,respectively.(14,414)(15,230)-785,854 475,209 -$1,592,407$1,218,704 -APACHE COR

325、PORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED SHAREHOLDERS EQUITY The accompanying summary of significant accounting policies and notes to consolidated financial statements are integral parts of this statement.F-7 TOTAL COMMON PAID-IN RETAINED TREASURY SHAREHOLDERS STOCK CAPITAL EARNINGS STOCK

326、 EQUITY -(IN THOUSANDS)BALANCE,DECEMBER 31,1990.$57,727$241,272$104,329$(16,548)$386,780 Net income.-34,615 -34,615 Dividends($.28 per common share).-(12,822)-(12,822)Common shares issued.2,576 27,945 -30,521 Treasury shares issued.-(251)-1,113 862 Treasury shares purchased.-(15)(15)-BALANCE,DECEMBE

327、R 31,1991.60,303 268,966 126,122 (15,450)439,941 Net income.-47,776 -47,776 Dividends($.28 per common share).-(13,135)-(13,135)Common shares issued.77 382 -459 Treasury shares issued.-(52)-223 171 Treasury shares purchased.-(3)(3)-BALANCE,DECEMBER 31,1992.60,380 269,296 160,763 (15,230)475,209 Net i

328、ncome.-37,334 -37,334 Dividends($.28 per common share).-(15,902)-(15,902)Common shares issued.17,538 270,859 -288,397 Treasury shares issued.-841 841 Treasury shares purchased.-(25)(25)-BALANCE,DECEMBER 31,1993.$77,918$540,155$182,195$(14,414)$785,854 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRIN

329、CIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Apache Corporation(Apache or the Company)and its subsidiaries after elimination of intercompany balances and transactions.The Companys interests in oil and gas ventures and partnerships are proportiona

330、tely consolidated.Investments in incorporated affiliates in which Apache owns less than a 50-percent interest are accounted for using the equity method.INVENTORIES Inventories consist principally of tubular goods and production equipment stated at the lower of weighted average cost or market.PROPERT

331、Y AND EQUIPMENT The Company uses the full cost method of accounting for its investment in oil and gas properties.Under this method,the Company capitalizes all acquisition,exploration and development costs incurred for the purpose of finding oil and gas reserves,including salaries,benefits and other

332、internal costs directly attributable to these activities.Apache capitalized$25.4 million,$24 million and$24.9 million of internal costs in 1993,1992 and 1991,respectively.Interest costs related to development projects in progress for an extended period are also capitalized to oil and gas properties.

333、Costs associated with production and general corporate activities are expensed in the period incurred.Unless significant reserves are involved,proceeds from the sale of oil and gas properties are accounted for as reductions to capitalized costs and gains or losses are not recognized.Apache computes the provision for depreciation,depletion and amortization(DD&A)of oil and gas properties on a quarte