-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M2fFlLmuMkAJqlh6BMCdNHdO+g7zzlp0SoMfxdQsF7MnosozHUF24TA16YWuKEnR bc/+Gf1mIN7LDRn2jdPgMg== 0000950129-04-004421.txt : 20040628 0000950129-04-004421.hdr.sgml : 20040628 20040628135816 ACCESSION NUMBER: 0000950129-04-004421 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04300 FILM NUMBER: 04884164 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: ONE POST OAK CENTER STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 MAIL ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 11-K 1 h16385e11vk.txt APACHE CORPORATION - YEAR ENDED DECEMBER 31, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One): [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required, effective October 7, 1996) For the fiscal year ended December 31, 2003 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from to ------------------- -------------------- Commission file number 33-63817 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Apache Corporation 401(k) Savings Plan 2000 Post Oak Boulevard, Suite 100 Houston, Texas 77056-4400 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Apache Corporation 2000 Post Oak Boulevard, Suite 100 Houston, Texas 77056-4400 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Apache Corporation 401(k) Savings Plan December 31, 2003 and 2002 and year ended December 31, 2003 Apache Corporation 401(k) Savings Plan Financial Statements and Supplemental Schedule December 31, 2003 and 2002 and year ended December 31, 2003
CONTENTS Report of Independent Registered Public Accounting Firm................ 1 Audited Financial Statements Statements of Net Assets Available for Benefits........................ 2 Statement of Changes in Net Assets Available for Benefits ............................................................ 3 Notes to Financial Statements.......................................... 4 Supplemental Schedule Apache Corporation 401(k) Savings Plan Schedule H, Line 4(i) - Schedule of Assets (Held At End of Year)....... 8
Report of Independent Registered Public Accounting Firm Retirement Plan Advisory Committee Apache Corporation 401(k) Savings Plan We have audited the accompanying statements of net assets available for benefits of the Apache Corporation 401(k) Savings Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Houston, Texas June 18, 2004 1 Apache Corporation 401(k) Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31 2003 2002 ------------- ------------- ASSETS Receivables: Securities sold $ 75,546 $ - Investments 168,781,076 127,348,334 ------------- ------------- Total assets 168,856,622 127,348,334 LIABILITIES Accrued expenses - 20,040 ------------- ------------- Net assets available for benefits $ 168,856,622 $ 127,328,294 ============= =============
See accompanying notes. 2 Apache Corporation 401(k) Savings Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2003
Additions: Participant contributions $ 7,279,411 Employer contributions 5,273,361 Rollover contributions 963,073 Investment income 2,534,481 Net appreciation in fair value of investments 37,857,884 ------------ Total additions 53,908,210 Deductions: Administrative fees 88,755 Benefits paid to participants 12,291,127 ------------ Total deductions 12,379,882 ------------ Net increase 41,528,328 Net assets available for benefits at: Beginning of year 127,328,294 ------------ End of year $168,856,622 ============
See accompanying notes. 3 Apache Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 2003 1. DESCRIPTION OF PLAN The following brief description of the Apache Corporation 401(k) Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Summary Plan Description for more complete information, a copy of which is available from Apache Corporation (the "Company"). The Plan is a defined contribution plan established on January 1, 1989, open to all eligible employees and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). CONTRIBUTIONS Participants may contribute up to 25% of their eligible compensation. The Company makes a basic contribution equal to 100% of the first 6% of each participant's contributions. Participants direct the investment of all contributions to their accounts into various fund options offered by the Plan. Only participant contributions are eligible to be invested in the self directed brokerage account. VESTING Participants are immediately 100% vested in their contributions and all related earnings. Vesting in the employer contribution portion of their accounts and related earnings is based on years of credited service. A participant becomes 20% vested after the completion of one year of service and continues to vest 20% per year becoming fully vested after the completion of five years of credited service. Forfeitures of unvested accounts may be used to reduce future employer contributions to the Plan or pay the administrative expenses of the Plan. PARTICIPANT LOANS Participants may borrow from their own contributions a minimum of $500, up to the lesser of $50,000 less the participant's highest outstanding loan balance during the preceding 12 months or 50% of their vested account balance. Loans are charged at a rate of interest equal to the current prime lending rate plus 1%. Loans must generally be repaid through payroll deductions within four years. 4 Apache Corporation 401(k) Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) BENEFIT PAYMENTS Participants are eligible to receive lump-sum benefits equal to the vested value of their account upon retirement, disability, death, or termination of employment. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. ADMINISTRATIVE EXPENSES Certain administrative expenses of the Plan are paid by the Company. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. Benefit payments are recorded when paid. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and schedule. Actual results could differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION Fidelity Management Trust Company serves as the Plan's trustee and holds all investments of the Plan, except for the self-directed brokerage account which is held by Fidelity Brokerage Services. Investments in mutual funds and common stock are stated at fair value based on quotations obtained from national securities exchanges. The 5 Apache Corporation 401(k) Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) investment in the common collective trust fund is stated at fair value as determined by the issuer, based on the quoted market value of the underlying investments. The money market fund and participant loans are stated at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. RISKS AND UNCERTAINTIES The Plan provides for investments in various investment securities which, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investments securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform to the current year presentation. 3. INVESTMENTS Individual investments that represent 5% or more of the Plan's net assets are as follows:
DECEMBER 31 2003 2002 ----------- ----------- Apache Corporation common stock $71,092,288 $55,579,646 Fidelity Blue Chip Growth Fund 9,609,072 6,387,757 Fidelity Magellan Fund 20,214,961 16,303,454 Fidelity Intermediate Bond Fund 7,377,236 6,462,634 Fidelity Managed Income Portfolio 14,072,304 11,667,123 Fidelity Retirement Money Market Portfolio 8,591,870 8,493,343 Fidelity Equity Income Fund 9,547,067 7,118,043 Fidelity Low-Priced Stock Fund 8,989,694 4,768,585
6 Apache Corporation 401(k) Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) During 2003, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
YEAR ENDED DECEMBER 31 2003 ----------- Mutual funds $12,524,942 Common stocks 25,332,942 ----------- $37,857,884 ===========
4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service ("IRS") dated July 22, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "IRC") and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt. 7 Supplemental Schedule Apache Corporation 401(k) Savings Plan Schedule H, Line 4(i) - Schedule of Assets (Held At End of Year) EIN: 41-0747868 PN: 002 December 31, 2003
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT CURRENT VALUE - -------------------------- ------------------------------ ------------- * Apache Corporation 876,600 shares of common stock $ 71,092,288 * Fidelity Investments Fidelity Puritan Fund 3,377,300 * Fidelity Investments Fidelity Equity Income Fund 9,547,067 * Fidelity Investments Fidelity Intermediate Bond Fund 7,377,236 * Fidelity Investments Fidelity Blue Chip Growth Fund 9,609,072 * Fidelity Investments Fidelity Magellan Fund 20,214,961 * Fidelity Investments Fidelity Growth Company Fund 3,873,709 * Fidelity Investments Fidelity Retirement Money Market Portfolio 8,591,870 Morgan Stanley Morgan Stanley Institutional Fund, Inc. - Intermediate Equity Portfolio 2,437,669 * Fidelity Investments Fidelity Managed Income Portfolio 14,072,304 * Fidelity Investments Spartan U. S. Equity Index Fund 3,213,078 * Fidelity Investments Fidelity Low-Priced Stock Fund 8,989,694 * Fidelity Investments Ariel Appreciation 1,309,587 * Fidelity Investments FID Freedom Income 34,449 * Fidelity Investments FID Freedom 2000 3,293 * Fidelity Investments FID Freedom 2010 893,081 * Fidelity Investments FID Freedom 2020 761,946 * Fidelity Investments FID Freedom 2030 127,953 * Fidelity Investments FID Freedom 2040 77,143 Brokerage link Self-directed brokerage account 1,133,526 * Participant loans Varying maturity dates and interest rates ranging from 5.00% to 10.50% 2,043,850 ============ $168,781,076 ============
* Party-in-interest 8 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Apache Corporation 401(k) Savings Plan (Name of Plan) Date: June 28, 2004 /s/ Jeffrey M. Bender ---------------------------------- Jeffrey M. Bender, Chairman Retirement Plan Advisory Committee INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 23.1 Consent of Ernst & Young LLP
EX-23.1 2 h16385exv23w1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 Nos. 33-31407 and 33-63817) pertaining to the Apache Corporation 401(k) Savings Plan of our report dated June 18, 2004, with respect to the financial statements and schedule of the Apache Corporation 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2003. /s/ Ernst & Young LLP Houston, Texas June 23, 2004 -----END PRIVACY-ENHANCED MESSAGE-----