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8-K

APA Corp (APA)

8-K 2026-05-06 For: 2026-05-06
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Added on May 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

APA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 001-40144 86-1430562
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

2000 W Sam Houston Pkwy S, Suite 200

Houston, Texas 77042-3643

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading Name of each exchange
Title of each class Symbol(s) on which registered
Common Stock, $0.625 par value APA Nasdaq Global Select Market
Nasdaq Texas, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.

Item 2.02.    Results of Operations and Financial Condition.

On May 6, 2026, APA Corporation issued a press release announcing financial and operating results for the fiscal quarter ended March 31, 2026. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No. Description
99.1 Press Release of APA Corporation dated May 6, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

APA CORPORATION

Date: May 6, 2026 By: /s/ Robert P. Rayphole
Robert P. Rayphole
Vice President, Chief Accounting Officer, and Controller
(Principal Accounting Officer)

Document

Exhibit 99.1

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NEWS RELEASE

APA Corporation Announces First-Quarter 2026

Financial and Operational Results

First-quarter 2026 and recent highlights

•Reported production of 442,000 barrels of oil equivalent (BOE) per day in the first quarter; adjusted production, which excludes Egypt noncontrolling interest and tax barrels, was 363,000 BOE per day;

•Delivered U.S. oil production of 124,000 barrels per day, driven by continued Permian efficiency gains and improved uptime; raised full-year U.S. oil production outlook to 122,000 barrels per day, Permian capital spending unchanged at $1.3 billion;

•Generated $554 million net cash provided by operating activities, $477 million of free cash flow, and $1.6 billion of adjusted EBITDAX;

•Continued progress on cost reduction initiatives, maintaining trajectory toward $450 million cumulative run-rate savings by year-end 2026; and

•Repaid $634 million in near-term bond maturities through April 2026; combined with prior deleveraging actions, interest expense expected to be more than $60 million lower in 2026

HOUSTON, May 6, 2026 – APA Corporation (Nasdaq: APA) today announced its financial and operational results for the first quarter of 2026. APA reported net income attributable to common stock of $446 million, or $1.26 per share on a fully diluted basis. When adjusted for certain items that impact the comparability of results, APA’s first-quarter earnings totaled $489 million, or $1.38 per diluted share.

First-quarter summary

First-quarter reported production was 442,000 BOE per day and adjusted production, which excludes Egypt noncontrolling interest and tax barrels, was 363,000 BOE per day. U.S. oil production averaged 124,000 barrels per day, exceeding guidance set in February from continued efficiency gains and improved uptime in the Permian Basin. In Egypt, adjusted production averaged 71,000 BOE per day, reflecting production sharing contract (PSC) impacts associated with higher oil prices. Underlying gross oil production benefited from strong well performance. Gross gas production averaged 518 million cubic feet (MMCF) per day, in-line with guidance.

Upstream capital investment and lease operating expense (LOE) were below guidance. Adjusted EBITDAX was $1.6 billion, and free cash flow totaled $477 million.

APA CORPORATION ANNOUNCES FIRST-QUARTER 2026

FINANCIAL AND OPERATIONAL RESULTS — PAGE 2 of 4

Debt management and shareholder return

Through April 2026, APA repaid $634 million in near-term bond maturities. Combined with deleveraging actions in 2025, this is expected to reduce annual interest expense by more than $60 million in 2026. In addition, APA returned $88 million to shareholders through dividends in the first quarter. The company remains committed to its capital returns framework.

CEO commentary

“Our first-quarter results reflect consistent execution across the portfolio,” said John J. Christmann IV, APA’s chief executive officer. “We delivered strong operational performance, exceeded U.S. oil production guidance, and generated significant free cash flow while maintaining capital discipline. At the same time, we continue to structurally lower our cost base, strengthen the balance sheet, and advance our high-quality portfolio of development and exploration opportunities.”

Second-quarter and full-year update

For the second quarter, APA expects U.S. oil production of 121,000 barrels per day. In Egypt, gross gas production is expected to increase to 540 MMCF per day, supported by ongoing success in the gas-focused drilling program. Upstream capital investment is projected to be approximately $575 million.

For the full-year 2026, the company is raising its U.S. oil production outlook to 122,000 barrels per day, reflecting strong uptime and continued efficiency gains in the Permian Basin. The company also reaffirms its prior guidance range of 540 – 550 MMCF per day for Egypt gross gas production. APA’s upstream capital investment and LOE guidance both remain unchanged at approximately $2.1 billion and $1.5 billion, respectively.

Conference call

APA will host a conference call to discuss its first-quarter 2026 results at 10 a.m. Central time, Thursday, May 7. The conference call will be webcast from APA’s website at www.apacorp.com and investor.apacorp.com. Following the conference call, a replay will be available for one year on the “Investors” page of the company’s website.

APA CORPORATION ANNOUNCES FIRST-QUARTER 2026

FINANCIAL AND OPERATIONAL RESULTS — PAGE 3 of 4

About APA

APA Corporation owns consolidated subsidiaries that explore for and produce oil and natural gas in the United States, Egypt and the United Kingdom and that explore for oil and natural gas offshore Suriname and elsewhere. APA posts announcements, operational updates, investor information and press releases on its website, www.apacorp.com.

Additional information

Additional information follows, including reconciliations of adjusted earnings, adjusted EBITDAX, upstream capital investment, net debt, cash flows from operations before changes in operating assets and liabilities and free cash flow (non-GAAP financial measures) to GAAP measures and information regarding adjusted production. APA’s quarterly supplement is available at http://www.apacorp.com/financialdata.

Non-GAAP financial measures

APA’s financial information includes information prepared in conformity with generally accepted accounting principles (GAAP) as well as non-GAAP financial information. It is management’s intent to provide non-GAAP financial information to enhance understanding of our consolidated financial information as prepared in accordance with GAAP. Adjusted earnings, adjusted EBITDAX, upstream capital investment, net debt, cash flows from operations before changes in operating assets and liabilities and free cash flow are non-GAAP measures. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure.

Forward-looking statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “continues,” “could,” “estimates,” “expects,” “goals,” “guidance,” “may,” “might,” “outlook,” “possibly,” “potential,” “projects,” “prospects,” “should,” “upside,” “will,” “would,” and similar references to future periods, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about future plans, expectations, and objectives for operations, including statements about our capital plans, drilling plans, production expectations, asset sales, monetizations, and interest and other cost savings. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See “Risk Factors” in APA’s Form 10-K for the year ended December 31, 2025, and in our quarterly reports on Form 10-Q for a discussion of risk factors that affect our business. Any forward-looking statement made in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. APA and its subsidiaries undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development or otherwise, except as may be required by law.

APA CORPORATION ANNOUNCES FIRST-QUARTER 2026

FINANCIAL AND OPERATIONAL RESULTS — PAGE 4 of 4

Cautionary note to investors

The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable, and possible reserves that meet the SEC’s definitions for such terms. APA may use certain terms in this news release, such as “resources,” “potential resources,” “resource potential,” “estimated net reserves,” “recoverable reserves,” and other similar terms that the SEC guidelines strictly prohibit APA from including in filings with the SEC. Such terms do not take into account the certainty of resource recovery, which is contingent on exploration success, technical improvements in drilling access, commerciality, and other factors, and are therefore not indicative of expected future resource recovery and should not be relied upon. Investors are urged to consider carefully the disclosure in APA’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2025, available from APA at www.apacorp.com or by writing APA at: 2000 W. Sam Houston Pkwy S, Suite. 200, Houston, TX 77042 (Attn: Corporate Secretary). You can also obtain this report from the SEC by calling 1-800-SEC-0330 or from the SEC’s website at www.sec.gov.

Contacts

Investor: (281) 302-2286 | ir@apachecorp.com

Media:  (713) 296-7276 | media@apachecorp.com

Website: www.apacorp.com

APA CORPORATION

STATEMENT OF CONSOLIDATED OPERATIONS

(Unaudited)

(In millions, except per share data)

For the Quarter Ended
March 31,
2026 2025
REVENUES AND OTHER:
Oil, natural gas, and natural gas liquids production revenues
Oil revenues $ 1,644 $ 1,600
Natural gas revenues 157 233
Natural gas liquids revenues 141 206
1,942 2,039
Purchased oil and gas sales 385 597
Total revenues 2,327 2,636
Derivative instrument losses, net (113) (28)
Loss on divestitures, net (2)
Other, net 1 6
2,215 2,612
OPERATING EXPENSES:
Lease operating expenses 362 407
Gathering, processing, and transmission 91 104
Purchased oil and gas costs 75 474
Taxes other than income 57 74
Exploration 26 30
General and administrative 115 98
Transaction, reorganization, and separation 7 37
Depreciation, depletion, and amortization:
Oil and gas property and equipment 546 636
Other assets 7 7
Asset retirement obligation accretion 42 39
Financing costs, net 57 (57)
1,385 1,849
NET INCOME BEFORE INCOME TAXES 830 763
Current income tax provision 302 306
Deferred income tax provision (benefit) (15) 39
NET INCOME INCLUDING NONCONTROLLING INTERESTS 543 418
Net income attributable to noncontrolling interest 97 71
NET INCOME ATTRIBUTABLE TO COMMON STOCK $ 446 $ 347
NET INCOME PER COMMON SHARE:
Basic $ 1.26 $ 0.96
Diluted $ 1.26 $ 0.96
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic 354 364
Diluted 354 364
DIVIDENDS DECLARED PER COMMON SHARE $ 0.25 $ 0.25

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APA CORPORATION

PRODUCTION INFORMATION

For the Quarter Ended % Change
March 31, December 31, March 31, 1Q26 to 4Q25 1Q26 to 1Q25
2026 2025 2025
OIL VOLUME - Barrels per day
United States 123,898 132,001 125,124 (6)% (1)%
Egypt (1,2) 86,736 88,952 86,173 (2)% 1%
North Sea 21,336 22,744 25,206 (6)% (15)%
Total (1) 231,970 243,697 236,503 (5)% (2)%
NATURAL GAS VOLUME - Mcf per day
United States 413,975 442,086 574,736 (6)% (28)%
Egypt (1, 2) 381,406 365,216 317,209 4% 20%
North Sea 29,045 29,763 31,606 (2)% (8)%
Total (1) 824,426 837,065 923,551 (2)% (11)%
NGL VOLUME - Barrels per day
United States 71,826 75,370 77,405 (5)% (7)%
North Sea 1,151 1,190 1,144 (3)% 1%
Total (1) 72,977 76,560 78,549 (5)% (7)%
BOE per day
United States 264,720 281,051 298,319 (6)% (11)%
Egypt (1, 2) 150,304 149,821 139,041 —% 8%
North Sea 27,328 28,895 31,618 (5)% (14)%
Total (1) 442,352 459,767 468,978 (4)% (6)%
Total excluding noncontrolling interests 392,235 409,772 422,595 (4)% (7)%

(1) Includes net production volumes attributed to our noncontrolling partner in Egypt below:

Oil (b/d) 28,921 29,683 28,746
Gas (Mcf/d) 127,175 121,872 105,820
BOE per day 50,117 49,995 46,383

(2) Egypt Gross Production:

Oil (b/d) 121,472 125,262 128,025
Gas (Mcf/d) 517,623 500,593 456,955
BOE per day 207,743 208,694 204,184

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APA CORPORATION

ADJUSTED PRODUCTION INFORMATION

Adjusted production excludes certain items that management believes affect the comparability of operating results for the periods presented. Adjusted production excludes production attributable to 1) noncontrolling interest in Egypt and 2) Egypt tax barrels. Management uses adjusted production to evaluate the company’s operational trends and performance and believes it is useful to investors and other third parties.

For the Quarter Ended % Change
March 31, December 31, March 31, 1Q26 to 4Q25 1Q26 to 1Q25
2026 2025 2025
OIL VOLUME - Barrels per day
United States 123,898 132,001 125,124 (6)% (1)%
Egypt 41,253 45,863 42,521 (10)% (3)%
North Sea 21,336 22,744 25,206 (6)% (15)%
Total 186,487 200,608 192,851 (7)% (3)%
NATURAL GAS VOLUME - Mcf per day
United States 413,975 442,086 574,736 (6)% (28)%
Egypt 180,854 187,859 155,555 (4)% 16%
North Sea 29,045 29,763 31,606 (2)% (8)%
Total 623,874 659,708 761,897 (5)% (18)%
NGL VOLUME - Barrels per day
United States 71,826 75,370 77,405 (5)% (7)%
North Sea 1,151 1,190 1,144 (3)% 1%
Total 72,977 76,560 78,549 (5)% (7)%
BOE per day
United States 264,720 281,051 298,319 (6)% (11)%
Egypt 71,395 77,173 68,447 (7)% 4%
North Sea 27,328 28,895 31,618 (5)% (14)%
Total 363,443 387,119 398,384 (6)% (9)%

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APA CORPORATION

PRICE INFORMATION

For the Quarter Ended
March 31, December 31, March 31,
2026 2025 2025
AVERAGE OIL PRICE PER BARREL
United States $ 72.53 $ 59.97 $ 72.45
Egypt 86.01 62.11 75.06
North Sea 84.67 63.18 75.30
Total 78.69 61.03 73.73
AVERAGE NATURAL GAS PRICE PER MCF
United States $ (0.32) $ 0.15 $ 2.00
Egypt 4.01 3.89 3.19
North Sea 14.19 10.26 14.96
Total 2.12 2.10 2.81
AVERAGE NGL PRICE PER BARREL
United States $ 19.89 $ 20.43 $ 28.12
North Sea 49.24 40.64 51.39
Total 20.96 20.95 28.75

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APA CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION

(Unaudited)

(In millions)

SUMMARY EXPLORATION EXPENSE INFORMATION
For the Quarter Ended
March 31,
2026 2025
Unproved leasehold impairments $ 1 $
Dry hole expense 11 11
Geological and geophysical expense 2 4
Exploration overhead and other 12 15
$ 26 $ 30
SUMMARY STOCK-SETTLED AND CASH-SETTLED EQUITY COMPENSATION INFORMATION
--- --- --- --- --- --- ---
For the Quarter Ended
March 31, December 31, March 31,
2026 2025 2025
Stock-settled and cash-settled compensation expensed:
Lease operating expenses $ 14 $ 5 $ 7
Exploration 9 1 1
General and administrative 47 12 17
Total stock-settled and cash-settled compensation expensed 70 18 25
Stock-settled and cash-settled compensation capitalized 12 3 4
Stock-settled and cash-settled compensation associated with abandonment and decommissioning 2
Total stock-settled and cash-settled compensation costs $ 84 $ 21 $ 29

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APA CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION

(Unaudited)

(In millions)

SUMMARY CASH FLOW INFORMATION
For the Quarter Ended
March 31,
2026 2025
Net cash provided by operating activities $ 554 $ 1,096
Additions to upstream oil and gas property (542) (777)
Leasehold and property acquisitions (4) (13)
Other, net 4 4
Net cash used in investing activities $ (542) $ (786)
Proceeds from commercial paper and revolving credit facilities, net 433
Payments on term loan facility (900)
Fixed-rate debt borrowings 846
Payments on fixed-rate debt (79) (905)
Distributions to noncontrolling interest (65) (126)
Treasury stock activity, net (100)
Dividends paid to APA common stockholders (88) (91)
Other, net (3) (25)
Net cash used in financing activities $ (235) $ (868)
SUMMARY BALANCE SHEET INFORMATION
--- --- --- --- ---
March 31, December 31,
2026 2025
Cash and cash equivalents $ 293 $ 516
Other current assets 1,996 1,605
Property and equipment, net 12,824 12,748
Decommissioning security for sold Gulf of America properties 21 21
Other assets 2,945 2,871
Total assets $ 18,079 $ 17,761
Current debt $ 134 $ 213
Current liabilities 2,357 2,358
Long-term debt 4,280 4,280
Decommissioning contingency for sold Gulf of America properties 748 782
Deferred credits and other noncurrent liabilities 3,162 3,125
APA shareholders’ equity 6,456 6,093
Noncontrolling interest 942 910
Total Liabilities and equity $ 18,079 $ 17,761
Common shares outstanding at end of period 353 353

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APA CORPORATION

NON-GAAP FINANCIAL MEASURES

(In millions)

Reconciliation of Costs incurred to Upstream capital investment

Management believes the presentation of upstream capital investments is useful for investors to assess APA’s expenditures related to our upstream capital activity. We define capital investments as costs incurred for oil and gas activities, adjusted to exclude property and leasehold acquisitions, asset retirement additions and revisions, capitalized interest, and certain exploration expenses. Upstream capital expenditures attributable to a one-third noncontrolling interest in Egypt are also excluded. Management believes this provides a more accurate reflection of APA’s cash expenditures related to upstream capital activity and is consistent with how we plan our capital budget.

For the Quarter Ended
March 31,
2026 2025
Costs incurred in oil and gas property:
Asset and leasehold acquisitions $ 4 $ 9
Exploration and development 649 794
Total Costs incurred in oil and gas property $ 653 $ 803
Reconciliation of Costs incurred to Upstream capital investment:
Total Costs incurred in oil and gas property $ 653 $ 803
Asset and leasehold acquisitions (4) (9)
Asset retirement obligations incurred - oil and gas property (4) (5)
Capitalized interest (14) (4)
Exploration seismic and administration costs (14) (19)
Upstream capital investment including noncontrolling interest - Egypt $ 617 $ 766
Less noncontrolling interest - Egypt (53) (56)
Total Upstream capital investment $ 564 $ 710

Reconciliation of Net cash provided by operating activities to Cash flows from operations before changes in operating assets and liabilities and Free cash flow

Cash flows from operations before changes in operating assets and liabilities and free cash flow are non-GAAP financial measures. APA uses these measures internally and provides this information because management believes it is useful in evaluating the company’s ability to generate cash to internally fund exploration and development activities, fund dividend programs, and service debt, as well as to compare our results from period to period. We believe these measures are also used by research analysts and investors to value and compare oil and gas exploration and production companies and are frequently included in published research reports when providing investment recommendations. Cash flows from operations before changes in operating assets and liabilities and free cash flow are additional measures of liquidity but are not measures of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing, or financing activities. Additionally, this presentation of free cash flow may not be comparable to similar measures presented by other companies in our industry.

For the Quarter Ended
March 31,
2026 2025
Net cash provided by operating activities $ 554 $ 1,096
Changes in operating assets and liabilities 637 (45)
Cash flows from operations before changes in operating assets and liabilities $ 1,191 $ 1,051
Adjustments to free cash flow:
Upstream capital investment including noncontrolling interest - Egypt (617) (766)
Abandonment and decommissioning spend (25) (28)
Leasehold acquisition and other (7) (5)
Distributions to Sinopec noncontrolling interest (65) (126)
Free cash flow $ 477 $ 126

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APA CORPORATION

NON-GAAP FINANCIAL MEASURES

(In millions)

Reconciliation of Net cash provided by operating activities to Adjusted EBITDAX

Management believes EBITDAX, or earnings before income tax expense, interest expense, depreciation, amortization and exploration expense is a widely accepted financial indicator, and useful for investors, to assess a company’s ability to incur and service debt, fund capital expenditures, and make distributions to shareholders. We define adjusted EBITDAX, a non-GAAP financial measure, as EBITDAX adjusted for certain items presented in the accompanying reconciliation. Management uses adjusted EBITDAX to evaluate our ability to fund our capital expenditures, debt services and other operational requirements and to compare our results from period to period by eliminating the impact of certain items that management does not consider to be representative of the Company’s on-going operations. Management also believes adjusted EBITDAX facilitates investors and analysts in evaluating and comparing EBITDAX from period to period by eliminating differences caused by the existence and timing of certain operating expenses that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted EBITDAX may not be comparable to similar measures of other companies in our industry.

For the Quarter Ended
March 31, December 31, March 31,
2026 2025 2025
Net cash provided by operating activities $ 554 $ 808 $ 1,096
Adjustments:
Exploration expense other than dry hole expense and unproved leasehold impairments 14 14 19
Current income tax provision 302 101 306
Other adjustments to reconcile net income to net cash provided by operating activities (9) (11) (13)
Changes in operating assets and liabilities 637 224 (45)
Financing costs, net (excludes gain on extinguishment of debt) 57 58 85
Transaction, reorganization & separation costs 7 36 37
Adjusted EBITDAX (Non-GAAP) $ 1,562 $ 1,230 $ 1,485

Reconciliation of debt to net debt

Net debt, or outstanding debt obligations less cash and cash equivalents, is a non-GAAP financial measure. Management uses net debt as a measure of the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand.

March 31, December 31, September 30, March 31,
2026 2025 2025 2025
Current debt $ 134 $ 213 $ 213 $ 263
Long-term debt 4,280 4,280 4,275 4,288
Total debt 4,414 4,493 4,488 4,551
Cash and cash equivalents 293 516 475 107
Net Debt $ 4,121 $ 3,977 $ 4,013 $ 4,444

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APA CORPORATION

STATEMENT OF CONSOLIDATED OPERATIONS

(In millions, except per share data)

Reconciliation of Income attributable to common stock to Adjusted earnings

Our presentation of adjusted earnings and adjusted earnings per share are non-GAAP measures because they exclude the effect of certain items included in Income Attributable to Common Stock. Management believes that adjusted earnings and adjusted earnings per share provides relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by our management in assessing the Company’s operational trends and comparability of results to our peers.

Management uses adjusted earnings and adjusted earnings per share to evaluate our operating and financial performance because it eliminates the impact of certain items that management does not consider to be representative of the Company’s on-going business operations. As a performance measure, adjusted earnings may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, capital structure and asset sales and other divestitures, among other factors. Management believes excluding these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted earnings and adjusted earnings per share may not be comparable to similar measures of other companies in our industry.

For the Quarter Ended For the Quarter Ended
March 31, 2026 March 31, 2025
Before Tax After Diluted Before Tax After Diluted
Tax Impact Tax EPS Tax Impact Tax EPS
Net income including noncontrolling interests (GAAP) $ 830 $ (287) $ 543 $ 1.53 $ 763 $ (345) $ 418 $ 1.15
Income attributable to noncontrolling interests 174 (77) 97 0.27 129 (58) 71 0.19
Net income attributable to common stock 656 (210) 446 1.26 634 (287) 347 0.96
Adjustments: *
Asset and unproved leasehold impairments 1 1
Valuation allowance and EPL revaluation 98 98 0.27
Gain on extinguishment of debt (142) 31 (111) (0.30)
Unrealized derivative instrument losses 47 (10) 37 0.11 28 (6) 22 0.06
Transaction, reorganization & separation costs 7 (2) 5 0.01 37 (9) 28 0.07
Loss on divestitures, net 2 (1) 1
Adjusted earnings (Non-GAAP) $ 711 $ (222) $ 489 $ 1.38 $ 559 $ (174) $ 385 $ 1.06

*The income tax effect of the reconciling items are calculated based on the statutory rate of the jurisdiction in which the discrete item resides.

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