CAPITAL STOCK AND EQUITY

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

CAPITAL STOCK AND EQUITY

REDEEMABLE NONCONTROLLING INTEREST — ALTUS

Preferred Units Issuance

On June 12, 2019, Altus Midstream LP issued and sold Preferred Units for an aggregate issue price of $625 million in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the Closing). Altus Midstream LP received approximately $611 million in cash proceeds from the sale after deducting transaction costs and discounts to certain purchasers. Pursuant to the partnership agreement of Altus Midstream LP:

•The Preferred Units bear quarterly distributions at a rate of 7 percent per annum, increasing to 10 percent per annum after the fifth anniversary of Closing and upon the occurrence of specified events. Altus Midstream LP may pay distributions in-kind for the first six quarters after the Preferred Units are issued.

•The Preferred Units are redeemable at Altus Midstream LP’s option at any time in cash at a redemption price (the Redemption Price) equal to the greater of an 11.5 percent internal rate of return (increasing after the fifth anniversary of Closing to 13.75 percent) and a 1.3x multiple of invested capital. The Preferred Units will be redeemable at the holder’s option upon a change of control or liquidation of Altus Midstream LP and certain other events, including certain asset dispositions.

•The Preferred Units will be exchangeable for shares of ALTM’s Class A common stock at the holder’s election after the seventh anniversary of Closing or upon the occurrence of specified events. Each Preferred Unit will be exchangeable for a number of shares of ALTM’s Class A common stock equal to the Redemption Price divided by the volume-weighted average trading price of ALTM’s Class A common stock on the Nasdaq Capital Market for the 20 trading days immediately preceding the second trading day prior to the applicable exchange date, less a 6 percent discount.

•Each outstanding Preferred Unit has a liquidation preference equal to the Redemption Price payable before any amounts are paid in respect of Altus Midstream LP’s common units and any other units that rank junior to the Preferred Units with respect to distributions or distributions upon liquidation.

•Preferred Units holders have rights to approve certain partnership business, financial, and governance-related matters.

•Altus Midstream LP is restricted from declaring or making cash distributions on its common units until all required distributions on the Preferred Units have been paid. In addition, before the fifth anniversary of Closing, aggregate cash distributions on, and redemptions of, Altus Midstream LP’s common units are limited to $650 million of cash from ordinary course operations if permitted under its credit facility. Cash distributions on, and redemptions of, Altus Midstream LP’s common units also are subject to satisfaction of leverage ratio requirements specified in its partnership agreement.

Classification

The Preferred Units are accounted for on the Company’s consolidated balance sheets as a redeemable noncontrolling interest classified as temporary equity based on the terms of the Preferred Units, including the redemption rights with respect thereto.

Initial Measurement

Altus recorded the net transaction price of $611 million, calculated as the negotiated transaction price of $625 million, less issue discounts of $4 million and transaction costs totaling $10 million.

Certain redemption features embedded within the terms of the Preferred Units require bifurcation and measurement at fair value. Altus bifurcated and recognized at fair value an embedded derivative related to the Preferred Units at inception of $94 million for a redemption option of the Preferred Unit holders. The derivative is reflected in “Other” within “Deferred Credits and Other Noncurrent Liabilities” on the Company’s consolidated balance sheet at its current fair value of $57 million as of December 31, 2021. The fair value of the embedded derivative, a Level 3 fair value measurement, was based on numerous factors including expected future interest rates using the Black-Karasinski model, Altus’ imputed interest rate, the timing of periodic cash distributions, and dividend yields of the Preferred Units. Refer to Note 5—Derivative Instruments and Hedging Activities for more detail.

The net transaction price was allocated to the preferred redeemable noncontrolling interest and the embedded features according to the associated initial fair value measurements as follows:

	June 12, 2019
	(In millions)
Redeemable noncontrolling interest - Altus Preferred Unit limited partners	$	517
Preferred Units embedded derivative	94
	$	611

Subsequent Measurement

Altus applies a two-step approach to subsequent measurement of the redeemable noncontrolling interest related to the Preferred Units by first allocating a portion of the net income of Altus Midstream LP in accordance with the terms of the partnership agreement. An additional adjustment to the carrying value of the Preferred Unit redeemable noncontrolling interest at each period end may be recorded, if applicable. The amount of such adjustment is determined based upon the accreted value method to reflect the passage of time until the Preferred Units are exchangeable at the option of the holder. Pursuant to this method, the net transaction price is accreted using the effective interest method to the Redemption Price calculated at the seventh anniversary of the Closing. The total adjustment is limited to an amount such that the carrying amount of the Preferred Unit redeemable noncontrolling interest at each period end is equal to the greater of (a) the sum of (i) the carrying amount of the Preferred Units, plus (ii) the fair value of the embedded derivative liability and (b) the accreted value of the net transaction price.

Activity related to the Preferred Units for the years ended December 31, 2021 and 2020 is as follows:

	Units Outstanding	Financial Position(1)
	(In millions, except unit data)
Redeemable noncontrolling interest — Preferred Units: at December 31, 2019	638,163	$	555
Distribution of in-kind additional Preferred Units	22,531	—
Cash distributions paid to Preferred Unit limited partners	—	(23)
Allocation of Altus Midstream net income	N/A	76
Redeemable noncontrolling interest - Altus Preferred Unit limited partners: at December 31, 2020	660,694	608
Cash distributions to Altus Preferred Unit limited partners	—	(46)
Distributions payable to Altus Preferred Unit limited partners	—	(12)
Allocation of Altus Midstream LP net income	N/A	80
Accreted value adjustment	N/A	82
Redeemable noncontrolling interest - Altus Preferred Unit limited partners: at December 31, 2021	660,694	712
Preferred Units embedded derivative(2)		57
		$	769

(1)The Preferred Units are redeemable at Altus Midstream LP’s option at a redemption price (the Redemption Price), which as of December 31, 2021 is calculated as the greater of (i) an 11.5 percent internal rate of return and (ii) a 1.3 times multiple of invested capital. As of December 31, 2021, the Redemption Price would have been based on an 11.5 percent internal rate of return, which would equate to a redemption value of $739 million.

(2)Certain redemption features embedded within the terms of the Preferred Units require bifurcation and measurement at fair value. Refer to Note 5—Derivative Instruments and Hedging Activities for discussion of the fair value changes in the embedded derivative liability during the period.

N/A - not applicable.

CAPITAL STOCK AND EQUITY

Upon consummation of the Holding Company Reorganization, each outstanding share of Apache common stock automatically converted into a share of APA common stock on a one-for-one basis. As a result, each stockholder of Apache now owns the same number of shares of APA common stock that such stockholder owned of Apache common stock immediately prior to the Holding Company Reorganization. As a result of the Holding Company Reorganization, Apache recorded various intercompany activities during the first quarter ended March 31, 2021, as capital transactions, which are reflected in Apache’s Statement of Consolidated Changes in Equity (Deficit) and Noncontrolling Interest. Refer to Note 2—Transactions with Parent Affiliate for more detail.

Additionally, in connection with the Holding Company Reorganization, Apache transferred to APA, and APA assumed, sponsorship of all of Apache’s stock plans along with all of Apache’s rights and obligations under each plan. Subsequent to the Holding Company Reorganization, stock-based compensation associated with APA equity awards granted and outstanding to Apache employees are reflected as capital contributions from APA to Apache.

Net Income (Loss) per Common Share

Net income (loss) per share for Apache is no longer required, as its shares are not publicly traded, and Apache is now a direct, wholly owned subsidiary of APA.

Common Stock Dividend

In the first quarter of 2020, Apache’s board of directors (Board of Directors) approved a reduction in the Company’s quarterly dividends from $0.25 per share to $0.025 per share, effective for all dividends payable after March 12, 2020. During the first quarter of 2021, prior to completion of the Holding Company Reorganization, the Company paid $9 million in dividends on its common stock. During the year ended December 31, 2021, the Company paid $43 million in capital distributions to its parent, APA, which is included as “Distributions to APA Corporation” on the Company’s statement of consolidated cash flows.

Stock Compensation Plans

Prior to consummation of the Holding Company Reorganization, the Company maintained several stock-based compensation plans, including stock options, restricted stock, and conditional restricted stock unit plans. In 2021, pursuant to the Holding Company Reorganization, Apache’s outstanding common shares were converted into equivalent corresponding shares of APA. APA assumed sponsorship of all stock compensation plans. All cash-settled awards previously indexed to Apache’s stock price were subsequently indexed to APA’s stock price, and all unvested stock-settled awards will be settled in APA stock upon vesting.

On May 12, 2016, the Company’s shareholders approved the 2016 Omnibus Compensation Plan (the 2016 Plan), which is used to provide eligible employees with equity-based incentives by granting incentive stock options, non-qualified stock options, performance awards, restricted stock awards, restricted stock units, stock appreciation rights, cash awards, or any combination of the foregoing. As of December 31, 2021, 11.0 million shares were authorized and available for grant under the 2016 Plan. Previously approved plans remain in effect solely for the purpose of governing grants still outstanding that were issued prior to approval of the 2016 Plan. All new grants are issued from the 2016 Plan. In 2018, the Company began issuing cash-settled awards (phantom units) under the restricted stock and conditional restricted stock unit plans. The phantom units represent a hypothetical interest in the Company’s stock and, once vested, are settled in cash.

Costs related to the plans are capitalized or expensed to “Lease operating expenses,” “Exploration,” or “General and administrative” in the Company’s statement of consolidated operations based on the nature of each employee’s activities. The following table summarizes the Company’s stock-settled and cash-settled compensation costs:

	For the Year Ended December 31,
	2021		2020		2019
	(In millions)
Stock-settled and cash-settled compensation expensed	$	152	$	40	$	110
Stock-settled and cash-settled compensation capitalized	18		7		28
Total stock-settled and cash-settled compensation costs	$	170	$	47	$	138

Stock Options

As of December 31, 2021, APA had outstanding options to purchase shares of APA’s common stock under the 2016 Plan, the 2011 Omnibus Equity Compensation Plan (the 2011 Plan), and the 2007 Omnibus Equity Compensation Plan (the 2007 Plan and, collectively with the 2016 Plan and the 2011 Plan, the Omnibus Plans). The Omnibus Plans were submitted to and approved by the Company’s shareholders. New shares of common stock will be issued for employee stock option exercises. Under the Omnibus Plans, the exercise price of each option equals the closing price of APA’s common stock on the date of grant. Options granted become exercisable ratably over a three-year period and expire 10 years after granted.

The following table summarizes stock option activity for the years ended December 31, 2021, 2020, and 2019:

	2021			2020			2019
	Shares Under Option	Weighted  Average Exercise Price		Shares Under Option	Weighted  Average Exercise Price		Shares Under Option	Weighted  Average Exercise Price
	(In thousands, except exercise price amounts)
Outstanding, beginning of year	3,537	$	72.10	4,298	$	75.24	4,872	$	75.95
Forfeited	—	—		(37)	44.98		(80)	34.58
Expired	(525)	119.83		(724)	92.14		(494)	88.82
Outstanding, end of year(1)	3,012	63.79		3,537	72.10		4,298	75.24
Expected to vest	—	—		150	45.77		495	49.11
Exercisable, end of year(2)	3,012	63.79		3,387	73.26		3,803	78.64

(1)As of December 31, 2021, options outstanding had a weighted average remaining contractual life of 3.1 years and no intrinsic value.

(2)As of December 31, 2021, options exercisable had a weighted average remaining contractual life of 3.1 years and no intrinsic value.

There were no options issued and no options exercised during the years ended December 31, 2021, 2020, and 2019.

Restricted Stock Units and Restricted Stock Phantom Units

Prior to consummation of the Holding Company Reorganization, the Company had restricted stock unit and restricted stock phantom unit plans for eligible employees, including officers. The value of the stock-settled restricted stock unit awards is established by the market price on the date of grant and is recorded as compensation expense ratably over the vesting terms. The restricted stock phantom unit awards represent a hypothetical interest in either APA’s common stock or in ALTM’s common stock, as applicable, and, once vested, are settled in cash. Compensation expense related to the cash-settled awards is recorded as a liability and remeasured at the end of each reporting period over the applicable vesting term.

For the years ended December 31, 2021, 2020, and 2019, compensation costs charged to expense for the restricted stock units and restricted stock phantom units was $91 million, $39 million, and $104 million, respectively. As of December 31, 2021, 2020, and 2019, capitalized compensation costs for the restricted stock units and restricted stock phantom units were $15 million, $6 million, and $24 million, respectively.

The following table summarizes stock-settled restricted stock unit activity for the years ended December 31, 2021, 2020, and 2019:

	2021			2020			2019
	Units	Weighted Average  Grant-Date  Fair Value		Units	Weighted Average  Grant-Date  Fair Value		Units	Weighted Average  Grant-Date  Fair Value
	(In thousands, except per share amounts)
Non-vested, beginning of year	1,552	$	28.43	2,448	$	46.65	3,153	$	55.54
Granted	1,506	16.46		1,352	24.60		1,479	36.81
Vested(3)	(857)	29.13		(1,933)	48.65		(1,899)	53.99
Forfeited	(128)	19.78		(315)	30.09		(285)	45.06
Non-vested, end of year(1)(2)	2,073	19.98		1,552	28.43		2,448	46.65

(1)As of December 31, 2021, there was $14 million of total unrecognized compensation cost related to 2,073,419 unvested stock-settled restricted stock units.

(2)As of December 31, 2021, the weighted-average remaining life of unvested stock-settled restricted stock units is approximately 0.8 years.

(3)The grant date fair values of the stock-settled awards vested during 2021, 2020, and 2019 were approximately $25 million, $94 million, and $103 million, respectively.

The following table summarizes cash-settled restricted stock phantom unit activity for the years ended December 31, 2021, 2020, and 2019:

	For the Year Ended December 31,
	2021	2020	2019
	(In thousands)
Non-vested, beginning of year	4,423	5,384	1,818
Adjustment for ALTM reverse stock split(1)	—	(1,246)	—
Granted(2)	4,441	3,462	4,831
Vested	(2,049)	(1,618)	(616)
Forfeited	(413)	(1,559)	(649)
Non-vested, end of year(3)	6,402	4,423	5,384

(1)On June 30, 2020, ALTM executed a 1-for-20 reverse stock split of its outstanding common stock. Outstanding cash-settled awards are based on the per-share market price of ALTM stock.

(2)Restricted stock phantom units granted during 2021 and 2020 included 4,375,546 and 3,378,486 awards, respectively, based on the per-share market price of APA common stock and 65,327 and 83,239 awards, respectively, based on the per-share market price of ALTM common stock. The restricted stock phantom units granted during 2020 based on ALTM’s per-share market price reflect the 1-for-20 reverse stock split described above.

(3)The outstanding liability for the unvested cash-settled restricted stock phantom units that had not been recognized as of December 31, 2021 was approximately $74 million.

In January 2022, APA awarded 775,942 restricted stock units and 2,512,602 restricted stock phantom units based on APA’s weighted-average per-share market price of $29.46 under the 2016 Plan to eligible employees. Total compensation cost for the restricted stock units and the restricted stock phantom units, absent any forfeitures, is estimated to be $23 million and $76 million, respectively, and was calculated based on the per-share fair market value of a share of APA’s common stock as of the grant date. Compensation cost will be recognized over a three-year vesting period for both plans. The phantom units will be classified as a liability and remeasured at the end of each reporting period based on the change in fair value of one share of APA’s common stock.

Also during January 2022, APA awarded 27,643 restricted stock phantom units based on ALTM’s weighted-average per-share market price of $63.63. The restricted stock phantom units represent a hypothetical interest in ALTM’s common stock and, once vested, are settled in cash. Total compensation cost for these restricted stock phantom units, absent any forfeitures, is estimated to be $2 million and was calculated based on the fair market value of ALTM’s common stock as of the grant date. The restricted stock phantom units will be classified as a liability and remeasured at the end of each reporting period based on the change in fair value of one share of ALTM’s common stock.

Performance Program

To provide long-term incentives for the Company’s employees to deliver competitive shareholder returns, the Company makes annual grants of conditional restricted stock units to eligible employees. Apache has a performance program for certain eligible employees with payout for 50 percent of the shares based upon measurement of total shareholder return (TSR) of APA common stock as compared to a designated peer group during a three-year performance period. Payout for the remaining 50 percent of the shares is based on performance and financial objectives as defined in the plan. The overall results of the objectives are calculated at the end of the award’s stated performance period and, if a payout is warranted, applied to the target number of restricted stock units awarded. The performance shares will immediately vest 50 percent at the end of the three-year performance period, with the remaining 50 percent vesting at the end of the following year. Grants from the performance programs outstanding at December 31, 2021, are as described below:

•In January 2017, the Company’s Board of Directors approved the 2017 Performance Program, pursuant to the 2016 Plan. Eligible employees received initial stock-settled conditional restricted stock unit awards totaling 620,885 units. A total of 1,868 restricted stock units were outstanding as of December 31, 2021. The results for the performance period yielded a payout of 54 percent of target.

•In January 2018, the Company’s Board of Directors approved the 2018 Performance Program, pursuant to the 2016 Plan. Eligible employees received initial cash-settled conditional phantom units totaling 931,049 units. A total of 97,645 phantom units were outstanding as of December 31, 2021. The results for the performance period yielded a payout of 23 percent of target.

•In January 2019, the Company’s Board of Directors approved the 2019 Performance Program, pursuant to the 2016 Plan. Eligible employees received initial cash-settled conditional phantom units totaling 1,679,832 units. A total of 1,247,706 phantom units were outstanding as of December 31, 2021. The results for the performance period yielded a payout of 100 percent of target.

•In January 2020, the Company’s Board of Directors approved the 2020 Performance Program, pursuant to the 2016 Plan. Eligible employees received initial cash-settled conditional phantom units totaling 1,687,307 units. The actual amount of phantom units awarded will be between zero and 200 percent of target. A total of 1,330,823 phantom units were outstanding as of December 31, 2021, from which a minimum of zero to a maximum of 2,661,646 phantom units could be awarded.

•In January 2021, the Company’s Board of Directors approved the 2021 Performance Program, pursuant to the 2016 Plan. Eligible employees received the initial cash-settled conditional phantom units totaling 1,959,856 units. The actual amount of phantom units awarded will be between zero and 200 percent of target. A total of 1,854,736 phantom units were outstanding as of December 31, 2021, from which a minimum of zero to a maximum of 3,709,472 units could be awarded.

The fair value cost of the stock-settled awards was estimated on the date of grant and is recorded as compensation expense ratably over the applicable vesting term. The fair value of the cash-settled awards is remeasured at the end of each reporting period over the applicable vesting term. Compensation costs charged to expense under the performance programs were an expense of $56 million, a credit of $8 million, and an expense of $24 million during 2021, 2020, and 2019, respectively. Capitalized compensation costs under the performance programs were an expense of $3 million, a credit of $1 million, and an expense of $3 million during 2021, 2020, and 2019, respectively.

The following table summarizes cash-settled conditional restricted stock unit activity for the year ended December 31, 2021:

	Units
	(In thousands)
Non-vested, beginning of year	3,417
Granted	1,782
Vested	(76)
Forfeited	(240)
Expired	(352)
Non-vested, end of year(1)	4,531

(1)As of December 31, 2021, the outstanding liability for the unvested cash-settled conditional restricted stock units that had not been recognized was approximately $36 million.

In January 2022, APA’s board of directors approved the 2022 Performance Program, pursuant to the 2016 Plan. Payout for 50 percent of the shares is based upon measurement of TSR of APA common stock as compared to a designated peer group and the S&P 500 Index during a three-year performance period. Payout for the remaining 50 percent of the shares is based on performance and financial objectives as defined in the plan. Eligible employees received the initial cash-settled conditional phantom units totaling 1,093,034 units, with the ultimate number of phantom units to be awarded ranging from zero to a maximum of 2,186,068 units. These phantom units represent a hypothetical interest in the Company’s common stock, and, once vested, are settled in cash. The TSR component of the award had a grant date fair value per award of $41.88 based on a Monte Carlo simulation. The grant date fair value per award for the remaining 50 percent was $29.46 based on the weighted-average fair market value of a share of common stock of APA as of the grant date. These phantom units will be classified as a liability and remeasured at the end of each reporting period.