Apache Corporation (APA) 2002年年度報告「NYSE」.pdf

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1、FORM 10-K APACHE CORP(Annual Report)Filed 3/22/2002 For Period Ending 12/31/2001Address2000 POST OAK BLVD ONE POST OAK CENTER STE 100HOUSTON,Texas 77056-4400Telephone713-296-6000 CIK0000006769IndustryOil&Gas OperationsSectorEnergyFiscal Year12/31UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washi

2、ngton,D.C.20549 FORM 10-K COMMISSION FILE NUMBER 1-4300 APACHE CORPORATION A DELAWARE CORPORATION IRS EMPLOYER NO.41-0747868 ONE POST OAK CENTRAL 2000 POST OAK BOULEVARD,SUITE 100 HOUSTON,TEXAS 77056-4400 TELEPHONE NUMBER(713)296-6000 Securities Registered Pursuant to Section 12(b)of the Act:Securit

3、ies 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 Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required t

4、o 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 Regulation S-K is not contained herein,and will not be contained,to the best of registrants knowledge,in definitive

5、proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.(MARK ONE)X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,2001,OR TRANSITION REPORT PURSUANT TO SECTI

6、ON 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED -Common Stock,$1.25 par Value New York Stock Exchange Chicago Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Chicago Stock Exch

7、ange Automatically Convertible Equity New York Stock Exchange Securities Chicago Stock Exchange Conversion Preferred Stock,6.5%Series C 9.25%Notes due 2002 New York Stock Exchange Apache Finance Canada Corporation New York Stock Exchange 7.75%Notes Due 2029 Irrevocably and Unconditionally Guaranteed

8、 by Apache Corporation Aggregate market value of the voting stock held by non-affiliates of registrant as of February 28,2002.$7,239,122,196 Number of shares of registrants common stock outstanding as of February 28,2002.137,234,544 DOCUMENTS INCORPORATED BY REFERENCE:Portions of registrants proxy s

9、tatement relating to registrants 2002 annual meeting of stockholders have been incorporated 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 na

10、tural gas are expressed in this report in terms of thousand cubic feet(Mcf),million cubic feet(MMcf),billion cubic feet(Bcf)or trillion cubic feet(Tcf).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 ba

11、rrels of oil equivalent(boe)or million barrels of oil equivalent(MMboe).Oil and natural gas liquids are compared 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

12、 gas production is expressed in terms of barrels of oil per day(b/d)and thousands or millions of cubic feet of gas per day(Mcf/d and MMcf/d,respectively)or millions of British thermal units per day(MMBtu/d).Gas sales volumes may be expressed in terms of one million British thermal units(MMBtu),which

13、 is approximately,equal to one Mcf.With respect to information relating to our working interest in wells or acreage,net oil and gas wells or acreage is determined by multiplying gross wells or acreage by our working interest therein.Unless otherwise specified,all references to wells and acres are gr

14、oss.ITEM PAGE-PART I 1.BUSINESS.1 2.PROPERTIES.11 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.14 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL COND

15、ITION AND RESULTS OF OPERATIONS.14 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.23 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.25 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.25 PART III 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRAN

16、T.25 11.EXECUTIVE COMPENSATION.25 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.25 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.25 PART IV 14.EXHIBITS,FINANCIAL STATEMENT SCHEDULES,AND REPORTS ON FORM 8-K.26 PART I ITEM 1.BUSINESS GENERAL Apache Corporation,a Delaware corpor

17、ation formed in 1954,is an independent energy company that explores for,develops and produces natural gas,crude oil and natural gas liquids.In North America,our exploration and production interests are focused in the Gulf of Mexico,the Gulf Coast,the Permian Basin,the Anadarko Basin and the Western

18、Sedimentary Basin of Canada.Outside of North America we have exploration and production interests offshore Western Australia,Egypt and Argentina,and exploration interests in Poland and offshore The Peoples Republic of China.Our common stock,par value$1.25 per share,has been listed on the New York St

19、ock Exchange since 1969,and on the Chicago Stock Exchange since 1960.We hold interests in many of our U.S.,Canadian and international properties through operating subsidiaries,such as Apache Canada Ltd.,DEK Energy Company(DEKALB),Apache Energy Limited(AEL),Apache International,Inc.,and Apache Overse

20、as,Inc.Properties referred to in this document may be held by those subsidiaries.We treat all operations as one line of business.2001 RESULTS Despite the turmoil in the economy,financial markets and the energy industry,Apache ended the year larger,stronger and in a better position to continue to mee

21、t the challenges of the future.Although commodity prices weakened through the year,Apaches rising production profile fueled record income attributable to common stock of$704 million on total revenues of$2.8 billion.Net cash provided by operating activities during 2001 was$1.9 billion,a 27 percent in

22、crease from 2000.In addition to our financial records,Apache turned in another record year on many operational fronts.We enjoyed our 24th consecutive year of production growth(up 32 percent),the largest year-over-year percentage increase in a decade.Our average daily production for the year was 156.

23、3 Mbbls of oil and natural gas liquids and 1,127.3 MMcf of natural gas.For the first time,more than half of Apaches production was derived from operations outside of the United States-the result of our decision over a decade ago to begin allocating a portion of our cash flow to international growth.

24、Production and reserve growth were the result of our strategy to take a disciplined approach to controlling costs and growing through the most efficient method given prevailing market conditions.As a result,during 2001 Apache grew through a combination of successful exploitation of our existing asse

25、t base,exploration activities and prudent acquisitions in core areas worldwide.All told,Apache spent approximately$2.6 billion on acquisitions,exploration and development,replacing 314 percent of production at a competitive all-in finding and acquisition cost.Reserves per share(diluted),an important

26、 measure of the companys strength,increased 16 percent to 8.77 boe per share.Our balance sheet remained strong despite record capital spending.We exited the year with debt(including preferred interests of subsidiaries and net of cash and cash equivalents and short-term investments)at 37 percent of t

27、otal capitalization,even with year-end 2000.We also maintained a senior unsecured long-term debt rating of A3 from Moodys,and A-from Standard and Poors and Fitch rating agencies.Per share results have been adjusted for the 10 percent common stock dividend declared on September 13,2001,and paid on Ja

28、nuary 21,2002 to our shareholders of record on December 31,2001.The stock dividend-as well as an increase in the quarterly dividend from six cents per common share(seven cents prior to the 10 percent stock dividend)to 10 cents per share-reflected the judgment of the board of directors that sharehold

29、ers should participate more fully in Apaches progress.1 OUR GROWTH STRATEGY Our growth strategy is to increase reserves,production,cash flow and earnings through a balanced growth program that involves exploiting our existing asset base,acquiring properties to which we can add value,and investing in

30、 high-potential exploration prospects.In order to maximize financial flexibility during a period of highly volatile natural gas prices coupled with a faltering U.S.economy,Apaches present plans are to reduce 2002 worldwide capital expenditures for exploratory and development drilling to approximatel

31、y$590 million,down from the$1.4 billion we spent in 2001.Any excess cash flow will be used to reduce debt until such time as we elect either to increase drilling expenditures should the commodity price environment improve,or to pursue acquisition opportunities should they become available at reasona

32、ble prices.For our existing assets,we seek to maximize value by increasing production and reserves while controlling per unit operating costs.Achieving these objectives requires rigorous pursuit of production enhancement opportunities and moderate risk drilling,while divesting marginal and non-strat

33、egic properties and pursuing other activities to reduce costs.Given the significant acquisitions completed over the past two years,our inventory of exploitation opportunities has never been larger.During 2001,our drilling and production-enhancement program yielded 828 new gross producing wells out o

34、f 939 attempts and involved 1,350 major North American workover and recompletion projects.In acquiring new assets,we avoid competitive auctions,choosing instead to pay appropriate market prices in negotiated deals where we have a higher likelihood of completing transactions.Our aim is to follow each

35、 acquisition with a cycle of reserve enhancement,property consolidation and cash flow acceleration,facilitating asset growth and debt reduction.We made acquisitions totaling$1.2 billion and$1.4 billion in 2001 and 2000,respectively.Recently,exorbitant acquisition prices have caused Apache to sidelin

36、e its acquisition activities until appropriate opportunities arise at more reasonable prices.Our international exploration activities are an integral and growing component of our long-term growth strategy.They complement our North American operations,which are more development oriented.We seek to co

37、ncentrate our exploratory investments in a select number of international areas and to become a dominant operator in those areas.We believe that these investments,although higher-risk,offer potential for attractive investment returns and significant reserve additions.We prefer to operate our propert

38、ies so that we can best influence their development.As a result,we operate properties accounting for over 85 percent of our production.REVIEW OF COMPANYS WORLDWIDE OPERATING AREAS Our portfolio approach provides diversity in terms of hydrocarbon mix(oil or gas),geologic risk and geographic location.

39、In each of our core producing areas,we have built teams that have the technical knowledge,sense of urgency and the desire to wring more out of Apaches assets.Our local expertise also provides an advantage when acquisition opportunities arise in our core areas.We currently have interests in seven cou

40、ntries;the United States,Canada,Egypt,Australia,China,Poland and Argentina.In the U.S.,our exploration and production activities were diversified among three regions:Offshore,Midcontinent and Southern.In 2002,we consolidated our three U.S.regions into two regions,Central and Gulf Coast.The new Centr

41、al region will include the properties in our Midcontinent region and our interests in the Permian Basin.The Gulf Coast region will include our onshore Gulf Coast and Gulf of Mexico properties.Outside the U.S.,our exploration and production activities are focused primarily in Canada,Egypt and Austral

42、ia.Additionally,we have a development project underway in China that is expected to commence production in 2003,and have a small production interest in Argentina as a result of acquisition activity in 2001.We also own exploration acreage in Poland.2 The table below sets out a brief comparative summa

43、ry of certain 2001 data for our core geographic areas.More detailed information regarding the natural gas,oil,and natural gas liquids(NGLs)production and average prices received in 2001,2000 and 1999 for the core geographic areas is available in Managements Discussion and Analysis of Financial Condi

44、tion and Results of Operations in Item 7 of this Form 10-K.In addition,information concerning the amount of revenue,expenses,operating income(loss)and total assets attributable to each of the same geographic areas is set forth in Note 15,Supplemental Oil and Gas Disclosures(Unaudited),and Note 14,Bu

45、siness Segment Information,both under Item 14 of this Form 10-K.United States In the U.S.we had our most active drilling year ever.We completed 369 out of 419 total wells and replaced 134 percent of our production through drilling.Our continuing goal is to drill quality prospects in and around our l

46、arge domestic reserve and production bases,albeit at an expected slower pace in 2002.Offshore-The Offshore region comprises our interests in the Gulf of Mexico,primarily in the areas offshore Louisiana and Texas.In 2001,the Offshore region was our leading region for production volumes and revenues.T

47、he Company performed 135 workover and recompletion operations during 2001 in the Offshore region and completed 47 out of 57 total wells drilled.As of year end 2001,Offshore accounted for 14.8 percent of our estimated proved reserves.In 2002,we currently plan on spending approximately$100 million to

48、drill 17 wells and to continue our production enhancement program.Southern-The Southern region includes assets in the Permian Basin of western Texas and New Mexico,the San Juan Basin of New Mexico,central Texas and the Texas and Louisiana coasts.At year-end 2001,the Southern region accounted for 24

49、percent of our estimated proved reserves,the second largest in the company.During 2001,we participated in 230 wells,210 of which were completed as productive wells,replacing 225 percent of our production.Apache performed 695 workovers and recompletions in the region during the year.In 2002,we curren

50、tly plan to spend approximately$60 million drilling 135 wells and on our production enhancement programs.MidContinent-The Midcontinent region operates in Oklahoma,eastern and northern Texas,Arkansas and northern Louisiana.The region has focused on its sizable position in the Anadarko Basin of wester

51、n Oklahoma.Apache has drilled and operated in the Anadarko Basin for over four decades,developing an extensive database of geologic information and a substantial acreage position.The region accounted for 3 12/31/01 PERCENTAGE 2001 2001 ESTIMATED OF TOTAL 2001 GROSS NEW 2001 PRODUCTION PROVED ESTIMAT

52、ED GROSS NEW PRODUCING PRODUCTION REVENUE RESERVES PROVED WELLS WELLS (IN MMBOE)(IN MILLIONS)(IN MMBOE)RESERVES DRILLED COMPLETED -Region/Country:Offshore.32.9$801 187.8 14.8%57 47 Southern.16.1 362 303.4 24.0 230 210 Midcontinent.12.6 296 109.5 8.6 132 112 -Total U.S.61.6 1,459 600.7 47.4 419 369 -

53、Canada.28.1 612 353.9 28.0 447 416 -Total North America.89.7 2,071 954.6 75.4 866 785 -Egypt.20.2 461 156.5 12.4 43 30 Australia.15.7 258 154.3 12.2 24 12 China.-1 -Poland.-3 -Argentina.-1 1.5 -2 1 -Total International.35.9 720 312.3 24.6 73 43 -TOTAL.125.6$2,791 1,266.9 100.0%939 828 =8.6 percent o

54、f our estimated proved reserves at year-end.Apache participated in 132 wells during the year,112 of them were producers.We also performed 65 workover and recompletion operations in the region during 2001.We currently plan to spend approximately$40 million on an estimated 44 wells and production expl

55、oitation programs in 2002.Marketing-In July 1998,we entered into a gas purchase agreement with Cinergy Marketing and Trading,LLC(Cinergy)to market most of our U.S.natural gas production for a ten year period,with an option by both parties,after prior notice,to terminate after six years,and agreed to

56、 work with Cinergy to develop terms for the marketing of most of our Canadian gas production.In December 1998,however,Apache and Cinergy agreed to postpone the negotiation of Canadian gas sales terms.During the period of the gas purchase agreement,we are generally obligated to deliver most of our do

57、mestic gas production to Cinergy and,under certain circumstances,may have to make payments to Cinergy if certain gas throughput thresholds are not met.All throughput thresholds have been met.The prices received for its gas production under this agreement approximate market prices.Disputes have arise

58、n between Cinergy and Apache concerning various matters,including Cinergys claim to market our Canadian gas production.As a result,in September 2001,Cinergy commenced an arbitration proceeding seeking,among other things,specific performance to require us to sell our Canadian gas production to Cinerg

59、y or pay damages.We are disputing Cinergys assertions(including their claim to market our Canadian production),filing a general denial and counterclaim against Cinergy for amounts arising from,among other things,a recent audit.We do not believe the arbitration outcome will be material to our financi

60、al position or results of operations.We continue to market most of our U.S.gas production through Cinergy.We used long-term,fixed-price physical contracts to lock in a portion of our domestic future natural gas production at a fixed price.These contracts represented approximately 11 percent of our 2

61、001 domestic natural gas production.The contracts provide protection to the Company in the event of decreasing natural gas prices.We market our own U.S.crude oil with most of our U.S.production sold through lease-level marketing to refiners,traders and transporters.Contracts are generally less than

62、30 days and renew automatically until canceled.The oil contracts provide for sales at specified prices,or at prices that are subject to change due to market conditions.Canada Our exploration and development activity in the Canadian region is concentrated in the Provinces of Alberta,British Columbia

63、and Saskatchewan.The region comprises 28 percent of our estimated proved reserves,the largest in the Company.We hold over 3 million net acres in Canada,the largest of the North American regions and second largest in the Company.2001-In March,we completed the acquisition of subsidiaries of Fletcher C

64、hallenge Energy(Fletcher)which included properties located primarily in Canadas Western Sedimentary Basin with estimated proved reserves of 120.8 MMboe as of the acquisition date.We assumed a$103 million liability representing the fair value of derivative instruments and fixed-price commodity contra

65、cts entered into by Fletcher.Canada was also our most active region for drilling,with Apache participating in 447 gross wells,416 of which were completed as producers.We also conducted 455 workover and recompletion projects.In fact,we drilled more wells in Canada in 2001 than we had in all previous

66、years since we entered Canada.We replaced 242 percent of our Canadian production through drilling and 680 percent of our production from all sources.2002-We currently plan to spend approximately$150 million to drill 39 exploratory and appraisal wells,continue exploitation of properties from our sign

67、ificant acquisitions over recent years and continue development of our gas processing infrastructure.At our important Ladyfern development,Apaches share of production was approximately 100 MMcf per day at the end of 2001,and we expect further gains in 2002.Marketing-Our Canadian natural gas sales in

68、clude sales to supply aggregators,to whom we dedicate reserves,and direct sales to brokers and end-users in the United States and Canada.With the expansion of export capacity out of Canada in recent years,Canadian prices have strengthened and become highly 4 correlated to United States domestic pric

69、es.To diversify our market exposure,we transport natural gas via our firm transportation contracts to California(12 MMcf/d),the Chicago area(40 MMcf/d),and Eastern Canada(6 MMcf/d).Pursuant to an agreement entered into in 1994,we are also selling 5 MMcf/d of natural gas to the Hermiston Cogeneration

70、 Project,located in the Pacific Northwest of the United States.In 1996,we entered an agreement to sell 5,000 MMbtu/d into Michigan over a 10-year term.The prices we receive under these contracts are generally based on market indices.Oil produced from our Canadian properties is sold to crude oil purc

71、hasers or refiners at market prices,which depend on worldwide crude prices adjusted for transportation and crude quality.Egypt In Egypt,our operations are generally conducted pursuant to production sharing contracts under which we and our non-governmental co-venturers pay all operating and capital c

72、osts for exploring and developing the concessions.A percentage of the production,usually up to 40 percent,is available to us and our co-venturers to recover all our operating and capital costs.The balance of the production is split with our co-venturers and the Egyptian General Petroleum Corporation

73、(EGPC)on a contractually defined basis.Apache is the largest leaseholder in Egypt and the most active driller in the Western Desert.It is the country with our largest single acreage position and,as of December 31,2001,we held over 9 million net acres.Total exploratory acreage encompasses 14 concessi

74、ons(13 operated).Apache is the largest producer of liquid hydrocarbons and the second largest producer of natural gas in the Western Desert.Apache operates 10 percent of Egypts daily oil and gas output.2001-Egypt accounted for 17 percent of our production revenues on 16 percent of our production for

75、 the year and accounted for 12.4 percent of our total estimated proved reserves at December 31,2001.The big news in Egypt in 2001 was that we completed two significant acquisitions.The first was the purchase of approximately 66 MMboe of estimated proved reserves from Repsol YPF(Repsol),with the main

76、 asset in the package being an additional 50 percent interest and operatorship of the Khalda concession.This purchase added net production of approximately 60 MMcf/d and 14,000 Bbls/d.Additionally,in November,we completed the acquisition of Novus Bukha Limiteds(Novus)oil and gas concession interests

77、 in three Western Desert concessions including Khalda,where we now own a 100 percent interest.The acquisition included estimated proved reserves of approximately 11.7 MMboe as of the acquisition date.On the exploration front,we had an active drilling year in Egypt,completing 30 of 43 wells,a success

78、 rate of nearly 70 percent,and replacing 129 percent of production through drilling additions.Our drilling finding cost in Egypt was$4.92/boe.At the Northeast Abu Gharadig Concession in the Western Desert,the JG-1X,which is operated by Shell Egypt,tested approximately 4,190 b/d and 5 MMcf/d and shou

79、ld be producing in the first half of 2002.Apache has a 48 percent contractor interest in the 2.4-million-acre concession.Apache and Shell Egypt have identified several potential offset locations.At West Mediterranean,we developed a gas condensate field onshore,the Akik,which was discovered in 2000 a

80、nd is currently producing approximately 8 MMcf/d and 1,400 barrels of condensate per day.In addition to the Akik,we have oil production of 2,500 Bbls/d in the onshore West Mediterranean area.2002-We made two noteworthy discoveries in Egypt early in 2002 at Khalda Offset and the South Umbarka develop

81、ment lease.At Khalda Offset,the Ozoris-1X discovery tested approximately 2,500 b/d.It is six miles from the Khalda Ridge,a regional high that runs through the area and has estimated reserves of over 200 MMboe discovered to date.We are actively searching for additional opportunities between Ozoris an

82、d the Ridge.At South Umbarka,in which Apache holds a 100 percent contractor interest,the Khepri 9 discovery tested approximately 29.5 MMcf/d and 220 barrels of liquids per day.In Egypt,we currently plan to spend approximately$53 million to drill 29 exploration and appraisal wells on nine concessions

83、 and 27 development wells,primarily in the Khalda complex.We are also preparing to drill Apaches first deepwater well in the offshore portion of our West Mediterranean concession.We plan to spend another estimated$69 million on production enhancements and production facilities during 2002.5 Marketin

84、g-In 1996,we and our partners in the Khalda Block in Egypt entered into a take-or-pay contract with EGPC,which obligates EGPC to pay for 75 percent of 200 MMcf/d of future production of gas from the Khalda Block.Sales of gas under the contract began in 1999 upon completion of a gas pipeline from the

85、 Khalda Block.In late 1997,the same sellers entered into a supplement to the contract with EGPC to sell an additional 50 MMcf/d.The Repsol acquisition discussed above transferred operatorship of the Khalda gas processing plants at Salam and Tarek to us.Gas sales from the contract are based on a pric

86、e that is the energy equivalent of 85 percent of the price of Suez Blend crude oil,FOB Mediterranean port.In 2000,EGPC reduced the price for certain quantities of gas purchased from other producers.This Industry Pricing is a sliding scale based on Dated Brent crude oil with a minimum of$1.50 per MMb

87、tu and a maximum of$2.65 per MMbtu.These latest agreements do not impact any of our existing gas sales contracts;however,new gas sales contracts may be impacted.In Egypt,oil from the Qarun concession and other nearby Western Desert blocks is delivered by pipeline to tanks at the Dashour tank farm no

88、rtheast of the Qarun Block.At the discretion of Arab Petroleum Pipeline Company,the operator of the SUMED pipelines,oil from the Qarun Block is pumped into the 42-inch diameter pipelines,which transport significant quantities of Egyptian and other crude oil from the Gulf of Suez to Sidi Kherir on th

89、e Mediterranean Coast.Alternatively,oil can be transported via pipeline owned by Petroleum Pipeline Company(PPC)to the Mostorad Refinery south of Cairo.In Egypt,all our oil production is sold to EGPC on a spot basis at a Western Desert price(indexed to Brent Crude Oil),which is applied to virtually

90、all production from the area.We have the right to export our Egyptian crude oil production;however,EGPC has first call on the purchase of our Egyptian crude oil and has exercised this right.We expect EGPC to continue to exercise its call right for the foreseeable future.Deteriorating economic condit

91、ions during 2001 in Egypt have lessened the availability of U.S.dollars,resulting in a gradual decline in timeliness of receipts from EGPC.Australia In 2001,we produced 15.7 MMboe in Australia(13 percent of our total)generating$258 million of production revenues.Estimated proved reserves in Australi

92、a were 12.2 percent of our year-end total.We had a very strong exploration year in Australia,with discoveries at Simpson,Gibson and South Plato in the first quarter of the year.Production from the Simpson oil field was brought on line in November and the Gibson and South Plato developments are expec

93、ted to begin around mid-2002 at an estimated rate of 10,000 barrels of oil per day.In total,we completed 12 out of the 24 wells we drilled at a finding cost of$5.16 per boe.On the development side,we had three discoveries begin producing in 2001.The Gypsy/North Gypsy(68.5 percent interest)field bega

94、n producing late in the first quarter while the Legendre field(31.5 percent interest)began producing in mid-May.As discussed above,oil production from the Simpson field(68.5 percent interest)commenced in November of 2001.In February,2002,we announced our fourth commercial discovery in the past 12 mo

95、nths in the Carnarvon Basin offshore Western Australia.Apache owns a 68.5 percent working interest in the Double Island discovery and engineering efforts are underway for the purpose of completing the development in late 2002.For 2002,in Australia,we have budgeted expenditures of approximately$71 mi

96、llion for 19 exploration wells,three development wells and various production development and enhancement projects.Marketing-In Australia we entered into three gas sales contracts during 2001,bringing our total to 23 contracts.In total,AEL committed a further 26 Bcf for delivery over the next three

97、to 10 years.Our total Australian delivery rates are expected to average approximately 110 MMcf/d in 2002,excluding spot sales.As a result of minimum price contracts which escalate at an average of 80 percent of the Australian consumer price index,AELs natural gas production in Western Australia is n

98、ot as subject to price volatility as is our U.S.and Canadian gas production.6 Other International We also have exploration interests offshore China and in Poland and exploration and production interests in Argentina.We are the operator,with a 24.5 percent interest,of the Zhao Dong Block in Bohai Bay

99、,offshore China.In 1994 and 1995,discovery wells tested at rates between 1,300 and 4,000 b/d of oil.In early 1997,one well tested at rates up to 11,571 b/d of oil and another tested at rates up to 15,359 b/d.An overall development plan for the C and D Fields in the Zhao Dong Block was approved by Ch

100、inese authorities in December 2000.During 2001,work commenced with the awarding of contracts for development drilling and the construction of production facilities in accordance with the approved overall development plan.First production is expected in 2003.We obtained our first acreage position in

101、Poland in 1997,when we assumed operatorship and a 50 percent interest in over 5.5 million gross acres in Poland from FX Energy,Inc.At year-end 2001,we had 735,762 net undeveloped acres in Poland.In 2002,we will continue our efforts to reach agreement with the Polish Oil and Gas Company to explore mo

102、re prospective acreage with them and/or buy producing or proved undeveloped assets.We will also continue engineering efforts for commercial development at the Wilga discovery.In 2001,we recorded an impairment to our properties in China and Poland,which is described in Item 7 of this Form 10-K.In 200

103、1,we acquired exploration and production assets of Fletcher and Anadarko Petroleum in Argentina.As a result of these transactions,we are the operator,with a 100 percent interest,of the Lindero de Piedra and El Santiagueno Blocks.We also hold interests in the following blocks:Agua Salada(30 percent),

104、Faro Virgenes(20 percent),CNQ-16(seven percent)and CNQ-16A(25 percent).For the year,these interests held less than one percent of our proved reserves and generated small amounts of production and revenue.Our total net acreage in Argentina was 367,690 acres with 9,510 developed and 358,180 undevelope

105、d at year-end 2001.In 2002,we have tentatively budgeted approximately$2.6 million of expenditures for Argentina,primarily for drilling three commitment wells on non-operated blocks and workover activity.Due to the present uncertainty facing the Argentine economy,Apache will maintain a defensive post

106、ure until improvement is evident.Our staff will concentrate on identifying opportunities and strategies for growth that can be implemented when Argentinas political and economic conditions improve.DRILLING STATISTICS Worldwide,in 2001,we participated in drilling 939 gross new wells,with 828(88 perce

107、nt)completed as producers.Canada was the most active region,drilling 447 gross new wells with a success rate of 93 percent.We also performed over 1,350 major workovers and recompletions in North America during the year.Our drilling activities in the United States generally concentrate on further dev

108、elopment of existing,producing fields rather than exploration.As a general matter,our international and Canadian drilling activities focus on more exploration drilling than do our U.S.activities.In addition to our completed wells,as of the end of the year,we were participating in the drilling of sev

109、eral wells that had not yet reached completion:two in the U.S.(1.67 net),six in Canada(5.7 net),three in Egypt(3 net)and one in Australia(.7 net).7 The following table shows the results of the oil and gas wells drilled and tested for each of the last three fiscal years:PRODUCTIVE OIL AND GAS WELLS T

110、he number of productive oil and gas wells,operated and non-operated,in which we had an interest as of December 31,2001,is set forth below:8 NET EXPLORATORY NET DEVELOPMENT TOTAL NET WELLS -PRODUCTIVE DRY TOTAL PRODUCTIVE DRY TOTAL PRODUCTIVE DRY TOTAL -2001 United States.5.9 4.4 10.3 202.9 32.0 234.

111、9 208.8 36.4 245.2 Canada.0.7 7.0 7.7 348.4 17.2 365.6 349.1 24.2 373.3 Egypt.4.5 4.5 9.0 25.0 7.5 32.5 29.5 12.0 41.5 Australia.1.4 5.2 6.6 5.0 2.6 7.6 6.4 7.8 14.2 Other International.-3.4 3.4 0.3 -0.3 0.3 3.4 3.7 -Total.12.5 24.5 37.0 581.6 59.3 640.9 594.1 83.8 677.9 =2000 United States.5.8 9.1

112、14.9 201.0 41.6 242.6 206.8 50.7 257.5 Canada.1.0 7.0 8.0 58.7 11.7 70.4 59.7 18.7 78.4 Egypt.5.0 5.8 10.8 9.7 1.6 11.3 14.7 7.4 22.1 Australia.1.4 13.7 15.1 4.3 -4.3 5.7 13.7 19.4 Other International.-0.9 0.9 -0.9 0.9 -Total.13.2 36.5 49.7 273.7 54.9 328.6 286.9 91.4 378.3 =1999 United States.4.1 8

113、.2 12.3 59.1 4.8 63.9 63.2 13.0 76.2 Canada.1.3 2.3 3.6 26.2 12.1 38.3 27.5 14.4 41.9 Egypt.1.6 1.2 2.8 15.6 1.2 16.8 17.2 2.4 19.6 Australia.2.0 5.4 7.4 2.6 0.2 2.8 4.6 5.6 10.2 Other International.-1.6 1.6 0.5 -0.5 0.5 1.6 2.1 -Total.9.0 18.7 27.7 104.0 18.3 122.3 113.0 37.0 150.0 =GAS OIL TOTAL -

114、GROSS NET GROSS NET GROSS NET -Offshore.350 190 522 342 872 532 Southern.820 521 3,528 2,214 4,348 2,735 Midcontinent.2,312 1,224 81 63 2,393 1,287 Canada.2,466 1,851 2,535 1,082 5,001 2,933 Egypt.20 20 169 158 189 178 Australia.8 5 29 14 37 19 Argentina.34 12 31 20 65 32 -Total.6,010 3,823 6,895 3,

115、893 12,905 7,716 =GROSS AND NET UNDEVELOPED AND DEVELOPED ACREAGE The following table sets out our gross and net acreage position in each country where we have operations.ESTIMATED PROVED RESERVES AND FUTURE NET CASH FLOWS As of December 31,2001,Apache had total estimated proved reserves of 599 mill

116、ion barrels of crude oil,condensate and NGLs and 4 Tcf of natural gas.Combined,these total estimated proved reserves are equivalent to 1.3 billion barrels of oil or 7.6 Tcf of gas.The companys reserves have grown for the 16th consecutive year.Estimated proved developed reserves comprise 75 percent o

117、f our total estimated proved reserves on a boe basis.The Companys estimates of proved reserves and proved developed reserves at December 31,2001,2000 and 1999,changes in proved reserves during the last three years,and estimates of future net cash flows and discounted future net cash flows from prove

118、d reserves are contained in Footnote 15,Supplemental Oil and Gas Disclosures(Unaudited),in the Apache Corporation 2001 Consolidated Financial Statements under Item 14 of this Form 10-K.Proved oil and gas reserves are the estimated quantities of natural gas,crude oil,condensate and NGLs which geologi

119、cal and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.Reserves are considered proved if economical producibility is supported by either actual production or conclusive formation tests.Re

120、serves which can be produced economically through application of improved recovery techniques are included in the proved classification when successful testing by a pilot project or the operation of an installed program in the reservoir provides support for the engineering analysis on which the proj

121、ect or program is based.Proved developed oil and gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods.Apache emphasizes that the volumes of reserves are estimates which,by their nature,are subject to revision.The estimates are made using a

122、vailable geological and reservoir data,as well as production performance data.These estimates are reviewed annually and revised,either upward or downward,as warranted by additional performance data.RISK FACTORS RELATED TO OUR BUSINESS AND OPERATIONS ACQUISITIONS OR DISCOVERIES OF ADDITIONAL RESERVES

123、 ARE NEEDED TO AVOID A MATERIAL DECLINE IN RESERVES AND PRODUCTION The rate of production from oil and gas properties generally declines as reserves are depleted.Except to the extent that we acquire additional properties containing proved reserves,conduct successful exploration and development activ

124、ities or,through engineering studies,identify additional behind-pipe zones or secondary recovery reserves,our proved reserves will decline materially as reserves are produced.Future oil and gas production is,therefore,highly dependent upon our level of success in acquiring or finding additional rese

125、rves.9 UNDEVELOPED ACREAGE DEVELOPED ACREAGE -GROSS NET GROSS NET ACRES ACRES ACRES ACRES -United States.967,246 532,607 2,278,536 1,265,268 Canada.2,337,158 1,757,062 2,203,243 1,538,547 Egypt.12,376,601 8,105,798 1,118,981 997,762 Australia.3,661,670 1,874,500 445,050 259,240 China.5,314 2,657 5,9

126、11 1,448 Poland.1,471,524 735,762 -Argentina.191,418 42,900 520,572 324,790 -Total Company.21,010,931 13,051,286 6,572,293 4,387,055 =SUBSTANTIAL COSTS INCURRED TO CONFORM TO GOVERNMENT REGULATION OF THE OIL AND GAS INDUSTRY Our exploration,production and marketing operations are regulated extensive

127、ly at the federal,state and local levels,as well as by other countries in which we do business.We have made and will continue to make large expenditures in our efforts to comply with the requirements of environmental and other regulations.Further,the oil and gas regulatory environment could change i

128、n ways that might substantially increase these costs.Hydrocarbon-producing states regulate conservation practices and the protection of correlative rights.These regulations affect our operations and limit the quantity of hydrocarbons we may produce and sell.In addition,at the U.S.federal level,the F

129、ederal Energy Regulatory Commission regulates interstate transportation of natural gas under the Natural Gas Act.Other regulated matters include marketing,pricing,transportation and valuation of royalty payments.SUBSTANTIAL COSTS INCURRED RELATED TO ENVIRONMENTAL MATTERS We,as an owner or lessee and

130、 operator of oil and gas properties,are subject to various federal,provincial,state,local and foreign country laws and regulations relating to discharge of materials into,and protection of,the environment.These laws and regulations may,among other things,impose liability on the lessee under an oil a

131、nd gas lease for the cost of pollution clean-up resulting from operations,subject the lessee to liability for pollution damages,and require suspension or cessation of operations in affected areas.We maintain insurance coverage,which we believe is customary in the industry,although we are not fully i

132、nsured against all environmental risks.We are not aware of any environmental claims existing as of December 31,2001,which would have a material impact upon our financial position or results of operations.We have made and will continue to make expenditures in our efforts to comply with these requirem

133、ents,which we believe are necessary business costs in the oil and gas industry.We have established policies for continuing compliance with environmental laws and regulations,including regulations applicable to our operations in all countries in which we do business.We also have established operation

134、al procedures and training programs designed to minimize the environmental impact on our field facilities.The costs incurred by these policies and procedures are inextricably connected to normal operating expenses such that we are unable to separate the expenses related to environmental matters;howe

135、ver,we do not believe any such additional expenses are material to our financial position or results of operations.Although environmental requirements have a substantial impact upon the energy industry,generally these requirements do not appear to affect us any differently,or to any greater or lesse

136、r extent,than other companies in the industry.We do not believe that compliance with federal,state,local or foreign country provisions regulating the discharge of materials into the environment,or otherwise relating to the protection of the environment,will have a material adverse effect upon the ca

137、pital expenditures,earnings or competitive position of Apache or its subsidiaries;however,there is no assurance that changes in or additions to laws or regulations regarding the protection of the environment will not have such an impact.COMPETITION WITH OTHER COMPANIES COULD HARM US The oil and gas

138、industry is highly competitive.Our business could be harmed by competition with other companies.Because oil and gas are fungible commodities,our principal form of competition is price competition.We strive to maintain the lowest finding and production costs possible in order to maximize profits.In a

139、ddition,as an independent oil and gas company,we frequently compete for reserve acquisitions,exploration leases,licenses,concessions and marketing agreements against companies with financial and other resources substantially larger than those we possess.Many of our competitors have established strat

140、egic long-term positions and maintain strong governmental relationships in countries in which we may seek new entry.INSURANCE DOES NOT COVER ALL RISKS Exploration for and production of oil and natural gas can be hazardous,involving unforeseen occurrences such as blowouts,cratering,fires and loss of

141、well control,which can result in damage to or destruction of wells or production facilities,injury to persons,loss of life,or damage to property or the environment.We maintain 10 insurance against certain losses or liabilities arising from our operations in accordance with customary industry practic

142、es and in amounts that management believes to be prudent;however,insurance is not available to us against all operational risks.RISKS ARISING FROM THE FAILURE TO FULLY IDENTIFY POTENTIAL PROBLEMS RELATED TO ACQUIRED RESERVES OR TO PROPERLY ESTIMATE THOSE RESERVES From time to time we acquire oil and

143、 gas properties.Although we perform a review of the acquired properties that we believe is consistent with industry practices,such reviews are inherently incomplete.It generally is not feasible to review in depth every individual property involved in each acquisition.Ordinarily,we will focus our rev

144、iew efforts on the higher-value properties and will sample the remainder.However,even a detailed review of records and properties may not necessarily reveal existing or potential problems,nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencie

145、s and potential.Inspections may not always be performed on every well,and environmental problems,such as ground water contamination,are not necessarily observable even when an inspection is undertaken.Even when problems are identified,we often assume certain environmental and other risks and liabili

146、ties in connection with acquired properties.There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and actual future production rates and associated costs with respect to acquired properties,and actual results may vary substantially from those assumed in th

147、e estimates(see above).In addition,there can be no assurance that acquisitions will not have an adverse effect upon our operating results,particularly during the periods in which the operations of acquired businesses are being integrated into our ongoing operations.EMPLOYEES On December 31,2001,we h

148、ad 1,915 employees.OFFICES Our principal executive offices are located at One Post Oak Central,2000 Post Oak Boulevard,Suite 100,Houston,Texas 77056-4400.At year-end 2001,we maintained regional exploration and/or production offices in Tulsa,Oklahoma;Houston,Texas;Calgary,Alberta;Cairo,Egypt;Perth,We

149、stern Australia;Beijing,China;Warsaw,Poland;and Buenos Aires,Argentina.TITLE TO INTERESTS We believe that our 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

150、 not detract substantially from the value of the interests or materially interfere with their use in our operations.The interests owned by us may be subject to one or more royalty,overriding royalty and other outstanding interests customary in the industry.The interests may additionally be subject t

151、o obligations or duties under applicable laws,ordinances,rules,regulations and orders of arbitral or governmental authorities.In addition,the interests may be subject to burdens such as production payments,net profits interests,liens incident to operating agreements and current taxes,development obl

152、igations under oil and gas leases and other encumbrances,easements and restrictions,none of which detract substantially from the value of the interests or materially interfere with their use in our operations.ITEM 2.PROPERTIES For information on our domestic and international properties,please see t

153、he discussions in Item 1 of this Form 10-K under Review of Companys Worldwide Operating Areas as identified by country.For tables setting out a description of our drilling activities,well counts and acreage positions,please see the information in Item 1 under Drilling Statistics,Productive Oil and G

154、as Wells and Gross and Net Undeveloped Acreage.11 ITEM 3.LEGAL PROCEEDINGS The information set forth under the caption Commitments and Contingencies in Note 11 to our financial statements under Item 14 of this Form 10-K.ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submi

155、tted for a vote of security holders during the fourth quarter of 2001.PART II ITEM 5.MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 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

156、table below provides certain information regarding our common stock for 2001 and 2000.Prices were obtained from the New York Stock Exchange Composite Transactions Reporting System;however,the per share prices and dividends shown in the following table have been adjusted to reflect the 10-percent sto

157、ck dividend described below and have been rounded to the indicated decimal place.(1)We paid dividends of$.25 per share in 2000,of which$.19 was declared in 2000 and$.06 was declared in the fourth quarter of 1999,as a result of changing our dividend payment schedule from a quarterly basis to an annua

158、l basis.The closing price per share of our common stock,as reported on the New York Stock Exchange Composite Transactions Reporting System for February 28,2002,was$52.75.At February 28,2002,there were 137,234,544 shares of our common stock outstanding held by approximately 9,000 shareholders of reco

159、rd and approximately 110,000 beneficial owners.We have paid cash dividends on our common stock for 35 consecutive years through December 31,2001.During 2000,we implemented a change in the payment schedule for dividends on our common stock from a quarterly basis to an annual basis;however,during 2001

160、,we implemented a return to a quarterly dividend payment schedule beginning in 2002.When,and if,declared by our board of directors,future dividend payments will depend upon our level of earnings,financial requirements and other relevant factors.In 1995,our board of directors adopted a stockholder ri

161、ghts plan to replace the former plan adopted in 1986.Under our stockholder rights plan,each of our common stockholders received a dividend of.9 preferred stock purchase right(adjusted for the 10-percent stock dividend)for each outstanding share of common stock that the stockholder owned.We refer to

162、these preferred stock purchase rights as the rights.Unless the rights have been previously redeemed,all shares of Apache common stock are issued with rights.The rights trade automatically with our shares of common stock.Certain triggering events will give the holders of the rights the ability to pur

163、chase shares of our common stock,or the equivalent stock of a person that acquires us,at a discount.The triggering events relate to persons or groups acquiring an amount of our common stock in excess of a set percentage,or attempting to or actually acquiring us.The details of how the rights operate

164、are set out in our certificate of incorporation and the Rights Agreement,dated January 31,1996,between Apache and Wells Fargo Bank Minnesota,N.A.(formerly Norwest Bank Minnesota,N.A.).Both of those documents have been filed as exhibits to this Form 10-K and you should review them to fully understand

165、 the effects of the rights.The purpose of the rights is to encourage potential acquirors to negotiate with our board of directors 12 2001 2000 -PRICE RANGE DIVIDENDS PER SHARE PRICE RANGE DIVIDENDS PER SHARE(1)-HIGH LOW DECLARED PAID HIGH LOW DECLARED PAID -First Quarter.$66.2500$49.2727$-$-$46.8181

166、$29.2045$.06$.06 Second Quarter.60.7272 43.6818 -55.9090 40.0000 -.06 Third Quarter.49.4454 34.7727 .25 -61.5341 42.1591 .13 -Fourth Quarter.50.1182 36.9000 .10 .25 67.4432 46.8182 -.13 before attempting a takeover bid and to provide our board of directors with leverage in negotiating on behalf of o

167、ur stockholders the terms of any proposed takeover.The rights may have certain anti-takeover effects.They should not,however,interfere with any merger or other business combination approved by our board of directors.In May 1999,we issued 140,000 shares of 6.5 percent Automatically Convertible Equity

168、 Securities,Conversion Preferred Stock,Series C(Series C Preferred Stock)in the form of seven million depositary shares each representing 1/50th of a share of Series C Preferred Stock.The depositary shares are traded on the New York Stock Exchange and the Chicago Stock Exchange.The Series C Preferre

169、d Stock is not subject to a sinking fund or mandatory redemption.On May 15,2002,each depositary share will automatically convert,subject to adjustments,into not more than 1.099 shares and not less than 0.9016 of a share of our common stock,depending on the market price of the common stock at that ti

170、me.In 2000,we bought back 75,900 depositary shares at an average price of$34.42 per share.The excess of the purchase price to reacquire the depositary shares over the original issuance price is reflected as a preferred stock dividend in the accompanying statement of consolidated operations.At any ti

171、me prior to May 15,2002,holders of the depositary shares may elect to convert each of their shares,subject to adjustments,into not less than 0.9016 of a share of our common stock(6,242,769 common shares).Holders of the depositary shares are entitled to receive cumulative cash dividends at an annual

172、rate of$2.015 per depositary share when,and if,declared by our board of directors.On September 13,2001,our board of directors declared a 10-percent dividend on our shares of common stock payable in common stock on January 21,2002 to shareholders of record on December 31,2001.Pursuant to the terms of

173、 the declared stock dividend,we issued 12,447,684 shares of our common stock on January 21,2002 to the holders of the 124,655,495 shares of common stock outstanding on December 31,2001.No fractional shares were issued in connection with the stock dividend and cash payments totaling$891,132 were made

174、 in lieu of fractional shares.The following updated financial information concerning the 10-percent stock dividend is as of December 31,2001,and is provided as required under the regulations of The New York Stock Exchange,Inc.:Although this 10-percent stock dividend increased the outstanding shares

175、of our common stock by 12,447,684 shares,it does not change any shareholders proportionate equity interest in Apache.However,a sale by a shareholder of all or part of the shares received for this stock dividend will reduce such shareholders proportionate equity in us.13 Amount capitalized in the agg

176、regate(in thousands).$544,871 Amount capitalized per share.42.51 Relation of aggregate amount to current earnings.77%Relation of aggregate amount to retained earnings.29%Accounts to which aggregate amount was charged and credited:Decrease in retained earnings(in thousands).$544,871 Increase in commo

177、n stock(in thousands).16,022 Increase in additional paid-in capital(in thousands).528,849 ITEM 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 31,2001,which

178、information has been derived from the Companys audited financial statements.This information should be read in connection with,and is qualified in its entirety by,the more detailed information in the Companys financial statements under Item 14 below.For a discussion of significant acquisitions,refer

179、 to Note 3 to the Companys consolidated financial statements under Item 14 below.During 1998,the Company recorded$243 million pre-tax($158 million net of tax)non-cash write-down of the carrying value of the Companys U.S.proved oil and gas properties due to ceiling test limitations.ITEM 7.MANAGEMENTS

180、 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW In 2001,Apache turned in another record year on many operational and financial fronts,the result of our strategy of pursuing growth through a combination of drilling and acquisition activities in core areas worldwide.

181、The results were achieved in a year marked with turmoil in the economy,financial markets and the energy industry.In January,natural gas prices neared$10 per thousand cubic feet(Mcf),only to fall below$2 per Mcf in October.Although commodity prices weakened through the year,Apaches rising production

182、profile fueled record income attributable to common stock and record cash from operating activities of$704 million and$1.9 billion,respectively.Throughout the year,we remained focused on increasing our production and building our reserves at reasonable costs.Our production grew for the 24th consecut

183、ive year,rising 32 percent,to 344,130 barrels of oil equivalent per day(boe/d),the largest year-over-year percentage increase in a decade.Our fourth quarter average daily production exceeded 362,000 boe/d,pointing to a strong start for 2002.Our strategy put in place over a decade ago to seek opportu

184、nities outside the U.S.,is paying off for shareholders;for the first time in our history,over half of our equivalent production came from outside the U.S.,adding to the Companys stability.Additionally,our record reserves increased for the 16th consecutive year(by 17 percent)to 1.3 billion boe.Produc

185、tion and reserve growth was driven by successful drilling activities in Canada and Australia,and strategic acquisitions in Canada and Egypt.Development activities at the Ladyfern field in Canada,which was discovered on acreage acquired from Shell Canada in 1999,contributed 12 percent of the company-

186、wide 14 AS OF OR FOR THE YEAR ENDED DECEMBER 31,-2001 2000 1999 1998 1997 -(IN THOUSANDS,EXCEPT PER SHARE AMOUNTS)INCOME STATEMENT DATA Total revenues.$2,777,126$2,283,904$1,146,553$760,470$980,979 Income(loss)attributable to common stock.703,798 693,068 186,406 (131,391)154,896 Net income(loss)per

187、common share:Basic.5.13 5.34 1.57 (1.22)1.55 Diluted.4.97 5.16 1.56 (1.22)1.50 Cash dividends declared per common share.35 .19 .25 .25 .25 BALANCE SHEET DATA Total assets.8,933,656 7,481,950 5,502,543 3,996,062 4,138,633 Long-term debt.2,244,357 2,193,258 1,879,650 1,343,258 1,501,380 Preferred inte

188、rests of subsidiaries.440,683 -Shareholders equity.4,418,483 3,754,640 2,669,427 1,801,833 1,729,177 Common shares outstanding.137,103 135,998 125,396 107,546 102,635 increase in gas production.In Australia,drilling and development activity at the Legendre,Gipsy/North Gipsy and Simpson fields accoun

189、ted for approximately one-third of our worldwide oil production increase.Worldwide,we spent approximately$1.4 billion on exploration and development and completed over$1.2 billion of acquisitions.Our acquisitions were dominated by two transactions;the acquisition of the Fletcher Challenge Energy pro

190、perties,primarily located in Canada,and the acquisition of substantially all of Repsol YPFs concession interests in Egypt.Including the related goodwill,our acquisition cost totaled$5.07 per Boe in 2001.All told,Apache spent approximately$2.6 billion on acquisitions,exploration and development,repla

191、cing 314 percent of production at a competitive all-in finding and acquisition cost of$5.64 per boe,the outcome of our long-term strategy to take a disciplined approach to controlling costs and growing through the most cost effective method given market conditions.Both acquisitions and drilling are

192、important;a barrel is a barrel no matter how you obtain it.What matters are its underlying economics.Our strategy is also reflected in our balance sheet,which remained strong despite a record year of spending.We exited the year with debt(including preferred interests of subsidiaries and net of cash

193、and cash equivalents and short-term investments)at 37 percent of total capitalization,even with year-end 2000.We also maintained a senior unsecured long-term debt rating of A3 from Moodys,and A-from the Standard and Poors and Fitch rating agencies.In September 2001,to recognize Apaches transformatio

194、n to a stronger,more profitable Company,we declared a 10-percent common stock dividend paid on January 21,2002,to shareholders of record on December 31,2001.In conjunction with our stock dividend,we increased our quarterly dividend from six cents per common share to 10 cents per share.Together,these

195、 actions are expected to result in a 57 percent increase in the dividends you will receive.All of the share and per share information included in this discussion have been adjusted for the stock dividend.RESULTS OF OPERATIONS Acquisitions and Divestitures In each of the past three years,Apache has m

196、ade significant acquisitions that affect the comparability of our financial results.We acquired 213,254 and 246 million barrels of oil equivalent(MMboe)of proved reserves for approximately$0.9,$1.3 and$1.4 billion during 2001,2000,and 1999,respectively.In addition,the acquisitions added$197 million

197、of goodwill and$146 million of production,processing and transportation facilities in 2001,and$94 million of such facilities in 2000.These acquisitions helped strengthen our position in our core areas and provided promising prospects for future exploration and development activities.We will continue

198、 our strategy of finding additional reserves on the acquired properties and accelerating the production of those already identified.In connection with some of these acquisitions,we entered into and assumed fixed price commodity swaps and costless collars that protected Apache from falling commodity

199、prices.This enabled us to better predict the financial implications of our acquisitions.These,as well as the gas price swaps associated with advances from gas purchasers,increased the Companys average natural gas price by$.09 per Mcf during 2001 and$.05 per Mcf during 2000.They reduced our average c

200、rude oil price by$.42 per bbl during 2001 and$1.62 per bbl during 2000.Driven by the uncertainty of how the collapse of Enron Corp.would impact the derivatives markets,we closed all of these positions in October and November 2001,and recognized a net gain of$10 million.An additional$21 million net g

201、ain will be recognized over the next two years as the original hedged production occurs.We continuously evaluate our portfolio of properties and divest those that are marginal or do not strategically fit into our growth program.We divested$348,$26 and$155 million of properties during 2001,2000,and 1

202、999,respectively.Revenues Our revenues are sensitive to changes in prices received for our products.A substantial portion of our production is sold at prevailing market prices,which fluctuate in response to many factors that are outside of 15 our control.Imbalances in the supply and demand for oil a

203、nd natural gas can have dramatic effects on the prices we receive for our production.Political instability and availability of alternative fuels could impact worldwide supply,while economic factors such as the current U.S.recession could impact demand.The table below presents oil and gas production

204、revenues,production and average prices received from sales of natural gas,oil and natural gas liquids.16 FOR THE YEAR ENDED DECEMBER 31,-2001 2000 1999 -Revenues(in thousands):Natural gas.$1,493,283$1,092,552$517,582 Oil.1,242,795 1,147,386 612,829 Natural gas liquids.54,616 50,821 13,535 -Total.$2,

205、790,694$2,290,759$1,143,946 =Natural Gas Volume-Mcf per day:United States.615,341 544,703 461,444 Canada.298,424 130,485 99,791 Egypt.95,918 47,464 15,916 Australia.116,943 107,894 76,220 Other International.648 -2,749 -Total.1,127,274 830,546 656,120 =Average Natural Gas Price-Per Mcf:United States

206、.$4.09$3.98$2.32 Canada.3.67 3.52 1.73 Egypt.3.51 4.51 3.45 Australia.1.22 1.34 1.51 Other International.1.20 -1.72 Total.3.63 3.59 2.16 Oil Volume-Barrels per day:United States.58,501 56,521 45,556 Canada.25,895 14,720 3,053 Egypt.39,238 27,745 31,751 Australia.23,548 15,551 10,624 Other Internatio

207、nal.117 -37 -Total.147,299 114,537 91,021 =Average Oil Price-Per barrel:United States.$24.28$27.77$17.97 Canada.19.08 22.25 19.35 Egypt.23.59 27.81 18.63 Australia.23.89 29.99 19.70 Other International.17.90 -15.68 Total.23.12 27.37 18.45 NGL Volume-Barrels per day:United States.7,679 6,030 3,308 Ca

208、nada.1,272 1,204 630 -Total.8,951 7,234 3,938 =Average NGL Price-Per barrel:United States.$16.60$19.36$9.37 Canada.17.45 18.36 9.64 Total.16.72 19.19 9.42 Natural Gas Revenues A 36 percent increase in our natural gas production contributed$390 million to our 2001 revenues.Canadas increase was primar

209、ily driven by our acquisition of producing properties from Phillips Petroleum Company(Phillips)(December 2000)and Fletcher(March 2001)as well as strong exploration and development results from the Ladyfern area.A full year of production from the properties we acquired from Occidental Petroleum Corpo

210、ration(Occidental)(August 2000)and Collins&Ware,Inc.(Collins&Ware)(June 2000)helped to boost our domestic production by 13 percent,while properties acquired from Repsol helped double our Egyptian production.During 2000,our natural gas revenues more than doubled.About 60 percent of this increase was

211、the result of significantly higher natural gas prices.Recognizing the opportunities that these strong natural gas prices provided,we acquired numerous properties at reasonable prices and accelerated our drilling program.Together,these helped increase our production by 27 percent.Properties acquired

212、from a subsidiary of Repsol(January 2000),Collins&Ware(June 2000)and Occidental(August 2000)enabled us to increase our domestic production by 18 percent.Increased developmental activities on the properties acquired from Shell Canada Limited(Shell Canada)(November 1999)added 31 percent to our Canadia

213、n production.The completion of a second pipeline in Australia helped us tap our existing capacity and increase production by 42 percent in 2000.Similarly,Egyptian gas production nearly tripled in 2000 reflecting a full year of deliveries into the northern portion of the Western Desert Gas Pipeline.W

214、e have used long-term,fixed-price physical contracts to lock in a portion of our domestic future natural gas production at fixed prices.These contracts represented approximately 11 and 10 percent of our 2001 and 2000 domestic natural gas production,respectively.The contracts provide protection to th

215、e Company in the event of decreasing natural gas prices.The historically high prices for natural gas during 2001 and 2000,however,resulted in losses under these contracts,negatively impacting our average realized prices by$.06 per Mcf in 2001 and$.17 per Mcf in 2000.In addition,due to the availabili

216、ty of long-term contracts in Australia,substantially all of our Australian natural gas production is subject to fixed prices.Crude Oil Revenues Our crude oil revenues increased in 2001 despite a 16 percent drop in the average realized price.This was due to a 29 percent increase in our crude oil prod

217、uction.With the acquisition and subsequent exploitation of properties acquired from Repsol(March 2001),we increased our Egyptian production by 41 percent.Strong results on properties we acquired from Fletcher(March 2001)and Phillips(December 2000)helped us increase our Canadian oil production by 76

218、percent.We also had success on the drilling front,increasing our Australian production by nearly 51 percent with successful development of the Legendre,Gipsy/North Gipsy and Simpson fields.Our crude oil revenues during 2000 nearly doubled,driven by substantially higher oil prices and significant pro

219、duction growth.During 2000,demand for oil increased,helping boost oil prices by nearly 50 percent.Apache was in prime position to take advantage of this pricing environment.We increased our overall oil production by 26 percent.Our acquisition of properties from Shell Offshore Inc.and affiliated Shel

220、l entities(Shell Offshore)(May 1999),Collins&Ware(June 2000),and Occidental(August 2000)helped drive domestic oil production up 24 percent.The acquisition of properties from Shell Canada(November 1999)significantly expanded our position in Canada and was a major factor in the 382 percent increase in

221、 production in that country.Successful drilling in the Stag field enabled us to increase our Australian production by 46 percent.Our Egyptian oil production decreased 13 percent as a result of the price-driven dynamics of certain production sharing contracts.17 Operating Expenses The table below pre

222、sents a detail of our expenses.Depreciation,Depletion and Amortization Apaches full cost DD&A expense is driven by many factors including certain costs incurred in the exploration,development,and acquisition of producing reserves,production levels,and estimates of proved reserve quantities and futur

223、e developmental costs.During 2001,our DD&A per boe increased by$.30 to$6.05.This was primarily the result of higher drilling and finding costs and negative reserve revisions associated with declining prices.During 2000,full cost DD&A expense increased by$.18 to$5.75 per boe due primarily to the cost

224、 of oil producing properties acquired from Occidental($6.74 per boe).Depreciation on other assets increased$25 million in 2001 due to additional facilities acquired from Fletcher(March 2001)and Repsol(March 2001)and the amortization of goodwill.In connection with the adoption of a new accounting pri

225、nciple effective January 1,2002,we will no longer amortize our goodwill.Instead,it will be assessed for periodic impairment,as discussed in the impairment section below.Impairments We periodically assess all of our unproved properties for possible impairment.When an impairment occurs,costs associate

226、d with these properties are generally transferred to our proved property base where they become subject to amortization.In some of our international exploration plays,however,we have not yet established proved reserves.As such,any impairments in these areas are immediately charged to earnings.During

227、 2001,we impaired a portion of our unproved property costs in Poland and China by$65 million($41 million after-tax).We are continuing to evaluate our operations in Poland,which may result in additional impairments in 2002.As discussed in Note 2 of Item 14 of this Form 10-K,beginning in 2002,goodwill

228、 will be subject to a periodic fair-value-based impairment assessment.The Company has not yet determined whether or the extent to which the impairment test will affect the consolidated financial statements.Lease Operating Costs Lease operating costs are driven in part by the type of commodity produc

229、ed and the level of workovers performed.Oil is inherently more expensive to produce than natural gas.Workovers continue to be an important part of our strategy.They enable us to exploit our existing reserves by accelerating production and taking advantage of high pricing environments,such as the one

230、 we had during the first half of 2001.During 2001,these costs were$3.24 per boe,a$.56 increase from 2000.The increase was primarily driven by three factors.First,our acquisition of Canadian and offshore Gulf of Mexico oil properties carry higher production costs than our other operations.Second,alth

231、ough high commodity prices are beneficial to us overall,they can drive up some of our production costs.Domestically,we had to pay more for service,power and lease fuel costs 18 YEAR ENDED DECEMBER 31,-2001 2000 1999 -(IN MILLIONS)Depreciation,depletion and amortization(DD&A):Oil and gas property and

232、 equipment.$760$548$416 Other assets.61 36 27 International impairments.65 -Lease operating costs(LOE).407 255 191 Severance and other taxes.70 59 32 General and administrative expense(G&A).89 76 54 Financing costs,net.118 106 82 -Total.$1,570$1,080$802 =than we did in 2000.Finally,workover activity

233、 was up in the U.S.and Canada.Increases in these two countries were the primary driver of the$.12 increase in LOE per boe in 2000 over 1999 costs.Severance and Other Taxes Severance and other taxes,which generally are based on a percentage of oil and gas production revenues,increased in 2001 and 200

234、0 due to higher oil and gas revenues.Also contributing to the increases were higher effective production tax rates resulting from a loss of available incentives in Oklahoma due to higher commodity prices and an increase in Canadian Large Corporation Tax from the added production of the properties ac

235、quired from Fletcher(March 2001).Administrative,Selling and Other Expenses G&A is influenced by the size of our business.As a result of our active acquisition program,especially in Canada,G&A increased during 2001 and 2000.On an equivalent barrel basis,however,expensed G&A fell 10 percent during 200

236、1 to$.71.This was the result of a significant increase in our production while controlling our costs.During 2000,G&A per boe increased 10 percent to$.79.This was primarily the result of higher incentive compensation driven by Apaches then record performance.Financing Costs,Net Net financing costs in

237、creased by 11 percent in 2001 and 30 percent in 2000 due to higher average outstanding borrowings resulting from increased capital expenditures and acquisitions.At year-end 2001,approximately 31 percent of our borrowings were subject to fluctuations in short-term rates.As a result of the decline in

238、these rates,our weighted average cost of borrowing decreased to 5.9 percent in 2001 from 7.5 percent in 2000.OIL AND GAS CAPITAL EXPENDITURES Apaches 2001 acquisition and drilling program added 394.1 MMboe of proved reserves(including revisions)and replaced 314 percent of production.The capital expe

239、nditure budget for 2002 is approximately$590 million(excluding acquisitions),including$350 million for North America.Preliminary North American exploration and development expenditures include$60 million in the Southern region,$40 million in the Midcontinent region,$100 million in the Offshore regio

240、n and$150 million in Canada.The Company has estimated its other international 19 YEAR ENDED DECEMBER 31,-2001 2000 1999 -(IN THOUSANDS)Exploration and Development:United States.$699,180$495,803$217,476 Canada.410,345 135,627 45,691 Egypt.127,603 84,949 59,808 Australia.85,169 73,835 60,976 Other Int

241、ernational.20,838 18,077 21,388 -1,343,135 808,291 405,339 Capitalized Interest.56,749 62,000 45,722 -Total.$1,399,884$870,291$451,061 =Acquisitions:Oil and Gas Properties.$880,286$1,324,427$1,347,704 Gas gathering,transmission and processing facilities.146,295 94,000 43,502 Goodwill.197,200 -$1,223

242、,781$1,418,427$1,391,206 =exploration and development expenditures in 2002,exclusive of facilities,to total approximately$240 million.Capital expenditures will be reviewed and possibly adjusted throughout the year in light of changing industry conditions.Cash Dividend Payments Apache paid a total of

243、$20 million in dividends during 2001 on its Series B Preferred Stock issued in August 1998 and its Series C Preferred Stock issued in May 1999.Dividends on the Series C Preferred Stock will be paid through May 15,2002,when the shares will automatically convert to common stock(see Note 9 under Item 1

244、4 below).Common dividends paid during 2001 totaled$35 million,up five percent from 2000,due to increased common shares outstanding.The Company has paid cash dividends on its common stock for 35 consecutive years through 2001.Future dividend payments will depend on the Companys level of earnings,fina

245、ncial requirements and other relevant factors.The Company has increased its annual common stock dividend to$.40 per share beginning in 2002.CAPITAL RESOURCES Apaches primary needs for cash are for exploration,development and acquisition of oil and gas properties,repayment of principal and interest o

246、n outstanding debt and payment of dividends.The Company funds its exploration and development activities primarily through internally generated cash flows.Apache budgets capital expenditures based upon projected cash flows.The Company routinely adjusts its capital expenditures in response to changes

247、 in oil and natural gas prices and cash flow.The Company cannot accurately predict future oil and gas prices.Net Cash Provided by Operating Activities Apaches net cash provided by operating activities during 2001 totaled$1.9 billion,an increase of 27 percent over the$1.5 billion in 2000.This increas

248、e was due primarily to higher oil and gas production revenue as a result of full-year production from 2000 property acquisitions and properties acquired in 2001.Net cash provided by operating activities during 2000 increased$891 million from 1999 due primarily to higher oil and gas production and pr

249、ices in 2000.Debt At December 31,2001,Apache had outstanding debt of$663 million under its credit and commercial paper facilities and a total of$1.6 billion of other debt.This other debt included notes and debentures maturing in the years 2002 through 2096.The 9.25 percent notes totaling$100 million

250、 mature on June 1,2002.These notes and the outstanding debt under credit and commercial paper facilities are classified as long-term debt because the Company has the ability and intent to refinance them on a long-term basis through rollover of commercial paper or availability under the U.S.portion o

251、f the global credit facility and 364-day revolving credit facility.The global credit facility is scheduled to mature in June 2003.The Company is planning to negotiate new credit facilities in the first half of 2002.The Companys debt,including preferred interests of subsidiaries and net of cash and c

252、ash equivalents and short-term investments,was 37 percent of total capitalization at December 31,2001 and 2000.Based on our current plan for capital spending and projections of debt and interest rates,interest payments on the Companys debt for 2002 are projected to be$154 million(using weighted aver

253、age balances for floating rate obligations).Apache has a$500 million,364-day revolving credit agreement with a group of banks.The terms of this facility are substantially the same as those of Apaches global credit facility.The 364-day credit facility will be used,along with the U.S.portion of the gl

254、obal credit facility,to support Apaches commercial paper program,which was increased from$700 million to$1.2 billion in late July 2000.Refer to Note 6 under Item 14 of this Form 10-K for discussion of our debt instruments and related covenants.20 Preferred Interests of Subsidiaries During 2001,sever

255、al of our subsidiaries issued a total of$443 million($441 million,net of issuance costs)of preferred stock and limited partner interests to unrelated institutional investors,adding to the Companys financial liquidity.We pay a weighted average return to the investors of 123 basis points above the pre

256、vailing LIBOR interest rate.These subsidiaries are consolidated in the accompanying financial statements with the$441 million reflected as preferred interests of subsidiaries on the balance sheet.Stock Transactions On September 13,2001,the Companys Board of Directors declared a 10 percent stock divi

257、dend,which was paid on January 21,2002,to shareholders of record on December 31,2001.No fractional shares were issued and cash payments were made in lieu of fractional shares.In connection with the declaration of this stock dividend,a reclassification was made to transfer$545 million from retained e

258、arnings to common stock and additional paid-in-capital in the accompanying consolidated balance sheet.During 2001,the Company repurchased 962,600 shares of common stock to be held in treasury at an average price of$45.09 per share.On August 2,2000,the Company completed the public offering of 10.1 mi

259、llion shares of Apache common stock,including 1.3 million shares for the underwriters over-allotment option,at$44.55 per share and total net proceeds of approximately$434 million.The proceeds were used to fund a portion of the acquisitions made during 2000 and repay indebtedness under Apaches commer

260、cial paper program.In the first quarter of 2000,the Company bought back 75,900 depository shares,each representing one-fiftieth(1/50)of a share of Series C Preferred Stock,at an average price of$34.42 per share.The excess of the purchase price to reacquire the depository shares over the original iss

261、uance price is reflected as a preferred stock dividend in the accompanying statement of consolidated operations.LIQUIDITY The Company had$36 million in cash and cash equivalents on hand at December 31,2001,slightly down from$37 million at December 31,2000.Apaches ratio of current assets to current l

262、iabilities increased from 1.14 at December 31,2000,to 1.34 at December 31,2001.The Company had$103 million in short-term securities(U.S.Government Agency Notes)at December 31,2001,a portion of which is currently available to fund operating and exploration activities,and will be available to reduce l

263、ong-term debt after August,2002.Apache believes that cash on hand,net cash generated from operations,short-term investments,and unused committed borrowing capacity under its global credit facility and 364-day credit facility will be adequate to satisfy the Companys financial obligations to meet liqu

264、idity needs for the foreseeable future.As of December 31,2001,Apaches available borrowing capacity under its global credit facility and 364-day revolving credit facility was$839 million.21 The Companys contractual obligations relate primarily to long-term debt,preferred interests of subsidiaries,ope

265、rating leases,pipeline transportation commitments and international commitments.The following table summarizes the Companys contractual obligations as of December 31,2001.Refer to the indicated footnote to the Companys consolidated financial statements under Item 14 of this Form 10-K for further inf

266、ormation regarding these obligations.The Company expects to fund these contractual obligations with cash generated from operations.(a)Note that this table does not include the liability for dismantlement,abandonment and restoration costs of offshore drilling platforms.The Company currently includes

267、such costs in the amortizable base of its oil and gas properties.Effective with the adoption of SFAS No.143,Accounting for Asset Retirement Obligations on January 1,2003,the Company will record a liability for the fair value of this asset retirement obligation,which will be capitalized as part of th

268、e oil and gas properties carrying amount.See Note 2 to the accompanying financial statements for further discussion.Our liquidity could be impacted by a downgrade of the credit rating for our senior unsecured long-term debt by Standard&Poors to BBB-or lower and by Moodys to Baa3 or lower;however,we

269、do not believe that such a sharp downgrade is reasonably likely.If our debt were to receive such a downgrade,our subsidiaries that issued the preferred interests described in Note 12 to the accompanying financial statements could be in violation of their covenants which may require them to redeem so

270、me of the preferred interests as described in that Note.FUTURE TRENDS Apaches strategy is to increase its oil and gas reserves,production,cash flow and earnings through a balanced growth program that involves:-exploiting our existing asset base;-acquiring properties to which we can add incremental v

271、alue;and -investing in high-potential exploration prospects.In order to maximize financial flexibility during a period of highly volatile natural gas prices coupled with a faltering U.S.economy,Apaches present plans are to reduce 2002 worldwide capital expenditures for exploratory and development dr

272、illing to approximately$590 million from$1.4 billion in 2001.Any excess cash flow will be used to reduce debt until such time that we elect either to increase drilling expenditures should the commodity price environment improve,or to pursue acquisition opportunities should they become available at r

273、easonable prices.22 FOOTNOTE CONTRACTUAL OBLIGATIONS REFERENCE TOTAL 2002 2003 2004 2005 2006 THEREAFTER-Long-term debt.Note 6$2,244,357$-$800,470$-$830$274$1,442,783 Preferred interests of subsidiaries.Note 12 440,683 -440,683 Non-cancelable operating leases and long-term pipeline transportation co

274、mmitments.Note 11 109,848 32,062 28,040 17,075 14,217 12,433 6,021 International commitments.Note 11 82,548 40,050 31,792 8,257 2,449 -Properties acquired requiring future payments to Occidental Petroleum Corporation.Note 3 29,659 9,181 9,869 10,609 -Operating costs associated with a pre-existing vo

275、lumetric production payment of acquired properties.Note 3 19,063 5,184 4,502 3,770 3,047 2,530 30 -Total Contractual Obligations(a).$2,926,158$86,477$874,673$39,711$20,543$15,237$1,889,517 =Exploiting Existing Asset Base Apache seeks to maximize the value of our existing asset base by increasing pro

276、duction and reserves while reducing operating costs per unit.In order to achieve these objectives,we rigorously pursue production enhancement opportunities such as workovers,recompletions and moderate risk drilling,while divesting marginal and non-strategic properties and identifying other activitie

277、s to reduce costs.Given the significant acquisitions completed over the last two years,Apaches inventory of exploitation opportunities has never been larger.Acquiring Properties to Which We Can Add Incremental Value Apache seeks to purchase reserves at appropriate prices by generally avoiding auctio

278、n processes where we are competing against other buyers.Our aim is to follow each acquisition with a cycle of reserve enhancement,property consolidation and cash flow acceleration,facilitating asset growth and debt reduction.Recently exorbitant acquisition prices have caused Apache to sideline its a

279、cquisition activities until appropriate opportunities arise at reasonable prices.Investing in High-Potential Exploration Prospects Apache seeks to concentrate our exploratory investments in a select number of international areas and to become the dominant operator in those regions.We believe that th

280、ese investments,although higher-risk,offer potential for attractive investment returns and significant reserve additions.Our international investments and exploration activities are a significant component of our long-term growth strategy.They complement our North American operations,which are more

281、development oriented.A critical component in implementing our three-pronged growth strategy is maintenance of significant financial flexibility.Rating upgrades on Apaches senior unsecured long-term debt received from Moodys and Standard&Poors illustrate our commitment to preserving a strong balance

282、sheet and building a solid foundation and competitive advantage with which to pursue our growth initiatives.ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK COMMODITY RISK The Companys major market risk exposure is in the pricing applicable to its oil and gas production.Realized pr

283、icing is primarily driven by the prevailing worldwide price for crude oil and spot prices applicable to its United States and Canadian natural gas production.Historically,prices received for oil and gas production have been volatile and unpredictable and price volatility is expected to continue.Mont

284、hly oil price realizations ranged from a low of$17.35 per barrel to a high of$27.67 per barrel during 2001.Average gas price realizations ranged from a monthly low of$2.24 per Mcf to a monthly high of$7.33 per Mcf during the same period.Based on the Companys 2001 worldwide oil production levels,a$1.

285、00 per barrel change in the weighted average price of oil would increase or decrease revenues by$54 million.Based on the Companys 2001 worldwide gas production levels,a$.10 per Mcf change in the weighted average price of gas would increase or decrease revenues by$41 million.If oil and gas prices dec

286、line significantly in the future,even if only for a short period of time,it is possible that non-cash write-downs of our oil and gas properties could occur under the full cost accounting rules of the Securities and Exchange Commission(SEC).Under these rules,we review the carrying value of our proved

287、 oil and gas properties each quarter on a country-by-country basis to ensure that capitalized costs of proved oil and gas properties,net of accumulated depreciation,depletion and amortization,and deferred income taxes,do not exceed the ceiling.This ceiling is the present value of estimated future ne

288、t cash flows from proved oil and gas reserves,discounted at 10 percent,plus the lower of cost or fair value of unproved properties included in the costs being amortized,net of related tax effects.If capitalized costs exceed this limit,the excess is charged to additional DD&A expense.The calculation

289、of estimated future net cash flows is based on the prices for crude oil and natural gas in effect on the last day of each fiscal quarter except for volumes sold under long-term contracts.Write-downs required by these rules do not impact cash flow from operating activities.23 The Company periodically

290、 enters into hedging activities on a portion of its projected oil and natural gas production through a variety of financial and physical arrangements intended to support oil and natural gas prices at targeted levels and to manage its exposure to oil and gas price fluctuations.Apache may use futures

291、contracts,swaps,options and fixed-price physical contracts to hedge its commodity prices.Realized gains or losses from the Companys price risk management activities are recognized in oil and gas production revenues when the associated production occurs.Apache does not generally hold or issue derivat

292、ive instruments for trading purposes.As indicated in Note 4 under Item 14 below,the Company terminated all of its derivative instruments in October and November 2001.Apache sells all of its Egyptian crude oil and natural gas to the EGPC for U.S.dollars.Deteriorating economic conditions during 2001 i

293、n Egypt have lessened the availability of U.S.dollars resulting in a gradual decline in timeliness of receipts from EGPC.INTEREST RATE RISK The Company considers its interest rate risk exposure to be minimal as a result of fixing interest rates on approximately 69 percent of the Companys debt.At Dec

294、ember 31,2001,total debt included$700 million of floating-rate debt.As a result,Apaches annual interest costs in 2002 will fluctuate based on short-term interest rates on approximately 31 percent of its total debt outstanding at December 31,2001.Additionally,our preferred interests of subsidiaries o

295、f$441 million is subject to fluctuations in short-term interest rates.The impact on annual cash flow of a 10 percent change in the floating interest rate,including our preferred interests in subsidiaries,(approximately 22 basis points)would be approximately$2 million.The Company did not have any ope

296、n derivative contracts relating to interest rates at December 31,2001 or 2000.FOREIGN CURRENCY RISK The Companys cash flow stream relating to certain international operations is based on the U.S.dollar equivalent of cash flows measured in foreign currencies.Australian gas production is sold under fi

297、xed-price Australian dollar contracts and over half the costs incurred are paid in Australian dollars.Revenue and disbursement transactions denominated in Australian dollars are converted to U.S.dollar equivalents based on the exchange rate as of the transaction date.Reported cash flow from Canadian

298、 operations is measured in Canadian dollars and converted to the U.S.dollar equivalent based on the average of the Canadian and U.S.dollar exchange rates for the period reported.A portion of Apaches debt in Canada is denominated in U.S.dollars and,as such,is adjusted for differences in exchange rate

299、s at each period-end.This unrealized adjustment is recorded as other revenues(losses).Substantially all of the Companys international transactions,outside of Canada and Australia,are denominated in U.S.dollars.A 10 percent weakening of each of the Canadian dollar,Polish zloty or Australian dollar wi

300、ll result in a foreign currency loss of approximately$17 million.The Company did not have any open derivative contracts relating to foreign currencies at December 31,2001 or 2000.FORWARD-LOOKING STATEMENTS AND RISK Certain statements in this report,including statements of the future plans,objectives

301、,and expected performance of the Company,are forward-looking statements that are dependent upon certain events,risks and uncertainties that may be outside the Companys control,and which could cause actual results to differ materially from those anticipated.Some of these include,but are not limited t

302、o,the market prices of oil and gas,economic and competitive conditions,inflation rates,legislative and regulatory changes,financial market conditions,political and economic uncertainties of foreign governments,future business decisions,and other uncertainties,all of which are difficult to predict.Th

303、ere are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and in projecting future rates of production and the timing of development expenditures.The total amount or timing of actual future production may vary significantly from reserve and production estimates.

304、The drilling of exploratory wells can involve significant risks,including those related to timing,success rates and cost overruns.Lease and rig availability,complex geology and other factors can affect these risks.Although 24 Apache makes use of futures contracts,swaps,options and fixed-price physic

305、al contracts to mitigate risk,fluctuations in oil and gas prices,or a prolonged continuation of low prices,may substantially adversely affect the Companys financial position,results of operations and cash flows.ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplemen

306、tary financial information required to be filed under this item are presented on pages F-1 through F-48 of this Form 10-K,and are incorporated herein by reference.ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.PART III ITEM 10.DIRECTORS AND EXECUTIVE

307、 OFFICERS OF THE REGISTRANT The information set forth under the captions Nominees for Election as Directors,Continuing Directors,Executive Officers of the Company,and Securities Ownership and Principal Holders in the proxy statement relating to the Companys 2002 annual meeting of stockholders(the Pr

308、oxy Statement)is incorporated herein by reference.ITEM 11.EXECUTIVE COMPENSATION The information set forth under the captions Summary Compensation Table,Option/SAR Grants Table,Option/SAR Exercises and Year-End Value Table,Employment Contracts and Termination of Employment and Change-in-Control Arra

309、ngements and Director Compensation in the Proxy Statement is incorporated herein by reference.ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information set forth under the caption Securities Ownership and Principal Holders in the Proxy Statement is incorporated herein by

310、 reference.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under the caption Certain Business Relationships and Transactions in the Proxy Statement is incorporated herein by reference.25 PART IV ITEM 14.EXHIBITS,FINANCIAL STATEMENT SCHEDULES,AND REPORTS ON FORM 8-K (

311、a)Documents included in this report:1.Financial Statements 2.Financial Statement Schedules Financial statement schedules 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 note

312、s.3.Exhibits 26 Report of management.F-1 Report of independent public accountants.F-2 Statement of consolidated operations for each of the three years in the period ended December 31,2001.F-3 Statement of consolidated cash flows for each of the three years in the period ended December 31,2001.F-4 Co

313、nsolidated balance sheet as of December 31,2001 and 2000.F-5 Statement of consolidated shareholders equity for each of the three years in the period ended December 31,2001.F-6 Notes to consolidated financial statements.F-7 EXHIBIT NO.DESCRIPTION-2.1 -Purchase and Sale Agreement by and between Texaco

314、 Exploration and Production Inc.,as seller,and Registrant,as buyer,dated December 22,1994(incorporated by reference to Exhibit 99.3 to Registrants Current Report on Form 8-K,dated November 29,1994,SEC File No.1-4300).2.2 -Amended and Restated Agreement and Plan of Merger among Registrant,XPX Acquisi

315、tions,Inc.and DEKALB Energy Company,dated December 21,1994(incorporated by reference to Exhibit 2.1 to Amendment No.3 to Registrants Registration Statement on Form S-4,Registration No.33-57321,filed April 14,1995).2.3 -Agreement and Plan of Merger among Registrant,YPY Acquisitions,Inc.and The Phoeni

316、x Resource Companies,Inc.,dated March 27,1996(incorporated by reference to Exhibit 2.1 to Registrants Registration Statement on Form S-4,Registration No.333-02305,filed April 5,1996).3.1 -Restated Certificate of Incorporation of Registrant,dated December 16,1999,as filed with the Secretary of State

317、of Delaware on December 17,1999(incorporated by reference to Exhibit 99.1 to Registrants Current Report on Form 8-K,dated December 17,1999,SEC File No.1-4300).3.2 -Bylaws of Registrant,as amended May 3,2001(incorporated by reference to Exhibit 3.1 to Registrants Quarterly Report on Form 10-Q for the

318、 quarter ended March 31,2001,SEC File No.1-4300).4.1 -Form of Certificate for Registrants Common Stock (incorporated by reference to Exhibit 4.1 to Registrants Annual Report on Form 10-K for year ended December 31,1995,SEC File No.1-4300).4.2 -Form of Certificate for Registrants 5.68%Cumulative Pref

319、erred Stock,Series B(incorporated by reference to Exhibit 4.2 to Amendment No.2 on Form 8-K/A to Registrants Current Report on Form 8-K,dated April 18,1998,SEC File No.1-4300).27 EXHIBIT NO.DESCRIPTION-4.3 -Form of Certificate for Registrants Automatically Convertible Equity Securities,Conversion Pr

320、eferred Stock,Series C(incorporated by reference to Exhibit 99.8 to Amendment No.1 on Form 8-K/A to Registrants Current Report on Form 8-K,dated April 29,1999,SEC File No.1-4300).4.4 -Rights Agreement,dated January 31,1996,between Registrant and Norwest Bank Minnesota,N.A.,rights agent,relating to t

321、he declaration of a rights dividend to Registrants common shareholders of record on January 31,1996(incorporated by reference to Exhibit(a)to Registrants Registration Statement on Form 8-A,dated January 24,1996,SEC File No.1-4300).10.1 -Credit Agreement,dated June 12,1997,among the Registrant,the le

322、nders named therein,Morgan Guaranty Trust Company,as Global Documentation Agent and U.S.Syndication Agent,The First National Bank of Chicago,as U.S.Documentation Agent,NationsBank of Texas,N.A.,as Co-Agent,Union Bank of Switzerland,Houston Agency,as Co-Agent,and The Chase Manhattan Bank,as Global Ad

323、ministrative Agent(incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K,dated June 13,1997,SEC File No.1-4300).10.2 -Credit Agreement,dated June 12,1997,among Apache Canada Ltd.,a wholly-owned subsidiary of the Registrant,the lenders named therein,Morgan Guaranty Trust

324、 Company,as Global Documentation Agent,Royal Bank of Canada,as Canadian Documentation Agent,The Chase Manhattan Bank of Canada,as Canadian Syndication Agent,Bank of Montreal,as Canadian Administrative Agent,and The Chase Manhattan Bank,as Global Administrative Agent(incorporated by reference to Exhi

325、bit 10.2 to Registrants Current Report on Form 8-K,dated June 13,1997,SEC File No.1-4300).10.3 -Credit Agreement,dated June 12,1997,among Apache Energy Limited and Apache Oil Australia Pty Limited,wholly-owned subsidiaries of the Registrant,the lenders named therein,Morgan Guaranty Trust Company,as

326、Global Documentation Agent,Bank of America National Trust and Savings Association,Sydney Branch,as Australian Documentation Agent,The Chase Manhattan Bank,as Australian Syndication Agent,Citisecurities Limited,as Australian Administrative Agent,and The Chase Manhattan Bank,as Global Administrative A

327、gent(incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K,dated June 13,1997,SEC File No.1-4300).10.4 -Fiscal Agency Agreement,dated January 4,1995,between Registrant and Chemical Bank,as fiscal agent,relating to Registrants 6%Convertible Subordinated Debentures due 20

328、02 (incorporated by reference to Exhibit 99.2 to Registrants Current Report on Form 8-K,dated December 6,1994,SEC File No.1-4300).10.5 -Concession Agreement for Petroleum Exploration and Exploitation in the Khalda Area in Western Desert of Egypt by and among Arab Republic of Egypt,the Egyptian Gener

329、al Petroleum Corporation and Phoenix Resources Company of Egypt,dated April 6,1981(incorporated by reference to Exhibit 19(g)to Phoenixs Annual Report on Form 10-K for year ended December 31,1984,SEC File No.1-547).10.6 -Amendment,dated July 10,1989,to Concession Agreement for Petroleum Exploration

330、and Exploitation in the Khalda Area in Western Desert of Egypt by and among Arab Republic of Egypt,the Egyptian General Petroleum Corporation and Phoenix Resources Company of Egypt incorporated by reference to Exhibit 10(d)(4)to Phoenixs Quarterly Report on Form 10-Q for quarter ended June 30,1989,S

331、EC File No.1-547).10.7 -Farmout Agreement,dated September 13,1985 and relating to the Khalda Area Concession,by and between Phoenix Resources Company of Egypt and Conoco Khalda Inc.(incorporated by reference to Exhibit 10.1 to Phoenixs Registration Statement on Form S-1,Registration No.33-1069,filed

332、 October 23,1985).28 EXHIBIT NO.DESCRIPTION-10.8 -Amendment,dated March 30,1989,to Farmout Agreement relating to the Khalda Area Concession,by and between Phoenix Resources Company of Egypt and Conoco Khalda Inc.(incorporated by reference to Exhibit 10(d)(5)to Phoenixs Quarterly Report on Form 10-Q

333、for quarter ended June 30,1989,SEC File No.1-547).10.9 -Amendment,dated May 21,1995,to Concession Agreement for Petroleum Exploration and Exploitation in the Khalda Area in Western Desert of Egypt between Arab Republic of Egypt,the Egyptian General Petroleum Corporation,Repsol Exploracion Egipto S.A.,Phoenix Resources Company of Egypt and Samsung Corporation(incorporated by reference to Exhibit 10