8-K

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): April 24, 2003

APACHE CORPORATION
(Exact name of registrant as specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-4300
(Commission
File Number) 41-0747868
(I.R.S. Employer
Identification Number)

2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
(Address of Principal Executive Offices)

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

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 24, 2003, “Apache Reports Record First-Quarter Earnings of $2.10 Per Share.”

Item 9. Regulation FD Disclosure

     Apache Corporation, a Delaware corporation (“Apache”), is furnishing this Current Report on Form 8-K to report information pursuant to Item 12 — Disclosure of Results of Operations and Financial Conditions of Form 8-K.

     On April 24, 2003, Apache issued a press release announcing results for the three-month period ended March 31, 2003. The press release is listed and furnished under Item 7 as Exhibit 99.1 and incorporated herein by reference.

     The press release discusses Apache’s cash from operations. During the conference call referenced in the press release, we discussed our cash from operations or “cash flow.” Cash from operations or cash flow represents net cash provided by operating activities before changes in operating assets and liabilities. Cash from operations or cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under accounting principles generally accepted in the United States (GAAP). Cash from operations or cash flow is widely accepted as a financial indicator of an oil and gas company’s ability to generate cash which is used to internally fund exploration and development activities and to service debt. Cash from operations or cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative indicator of cash flows from operating, investing, or financing activities, or as a measure of liquidity. The following table reconciles net cash provided by operating activities to cash from operations or cash flow.

	For the Quarter
	Ended March 31,
	2003			2002
Net cash provided by operating activities	$	538,041		$	205,265
Changes in operating assets and liabilities		(105,924	)		(83,943	)
Cash from operations (or cash flow)	$	643,965		$	289,208

1

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 thereunto duly authorized.

	APACHE CORPORATION
Date: April 29, 2003	/s/ Eric L. Harry
	Eric L. Harry
	Vice President and Associate General Counsel

3

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated April 24, 2003, “Apache Reports Record First-Quarter Earnings of $2.10 Per Share.”

EX-99.1 3 h05315exv99w1.htm PRESS RELEASE - FIRST QUARTER EARNINGS

Exhibit 99.1

CONTACTS:

(Media):	Tony Lentini	(713/296-6227)
	Bill Mintz	(713/296-7276)
	David Higgins	(713/296-6690)
(Investor):	Robert Dye	(713/296-6662)
(Web site):	www.apachecorp.com

FOR RELEASE AT 8 A.M. CENTRAL TIME

APACHE REPORTS RECORD FIRST-QUARTER EARNINGS OF $2.10 PER SHARE

     Houston (April 24, 2003) — Apache Corporation (NYSE: APA) today reported that rising commodity prices and strong production fueled record first-quarter earnings of $337.5 million or $2.10 per diluted common share, including the cumulative effect of a change in accounting principles regarding asset retirement obligations.

     Excluding the effect of the accounting change, Apache earned $1.94 per diluted common share, or $310.9 million, which was nearly four times first quarter 2002 earnings of 52 cents per diluted common share, or $75.8 million.

     “In just one quarter, Apache’s net income exceeded the full-year totals for all but three of our 48 years,” said G. Steven Farris, president, chief executive officer and chief operating officer. “In March alone, Apache earned $147.8 million, or nearly $5 million a day. In one month, Apache earned more than the company earned in all of 1996.”

     Apache reported that cash from operations totaled $644 million in the first quarter, up from $289.2 million in the prior-year period, and exceeded the full-year totals for the first 44 years of Apache’s 48-year history. (Please see below for a reconciliation of Apache’s calculation of cash from operations, a non-GAAP financial measure.)

-over-

APACHE REPORTS RECORD FIRST-QUARTER EARNINGS — ADD ONE

     “Apache’s record financial results reflected a combination of robust commodity prices and strong production added at responsible costs,” Farris said.

     First-quarter operating results reflect 18 days of oil and gas sales from the Gulf of Mexico portion of Apache’s $1.3 billion acquisition of properties from BP, but no impact from the purchase of the North Sea Forties field portion, which was completed on April 2. Production from both segments of the acquisition will be included going forward.

     As a result of cash generated by higher commodity prices and rising production, as well as Apache’s $554 million common stock offering during the first quarter, Apache expects to end the second quarter with a lower debt-to-capitalization ratio than at the beginning of the year, Farris said.

     “With the additional production from the BP acquisition and first production expected this summer from the Zhao Dong development in China, we are on course for strong production growth in 2003,” Farris said.

     Oil production averaged 158,815 barrels per day in the first quarter, up from 150,253 barrels per day in the fourth quarter of 2002. Natural gas production averaged 1.09 billion cubic feet (Bcf) per day, up from 1.07 Bcf per day in the fourth quarter. Natural gas liquids (NGLs) production averaged 7,489 barrels per day, down from 8,967 barrels per day in the fourth quarter.

     During the first quarter, Apache realized average prices of $5.29 per thousand cubic feet (Mcf) of natural gas, up from $3.43 per Mcf in the fourth quarter; $30.67 per barrel of oil, up from $26.77 per barrel in the fourth quarter; and $24.42 per barrel of NGLs, up from $16.19 per barrel in the fourth quarter.

-more-

APACHE REPORTS RECORD FIRST-QUARTER EARNINGS — ADD TWO

     Oil and gas production revenues totaled $975.2 million in the first quarter, also a record.

     Apache’s first-quarter results reflect the adoption of Statement of Financial Accounting Standards No. 143 (SFAS No. 143), “Accounting for Asset Retirement Obligations,” which requires companies to record the present value of estimated future abandonment obligations as a liability, with a corresponding entry to oil and gas assets. The adoption of SFAS No. 143 resulted in a non-cash cumulative-effect benefit of $27 million. The effect of this rule over time will be zero because, in the end, it is simply a timing issue.

     “Once again, the rule makers have served to complicate an accepted and readily understood historical industry practice,” said Apache Chairman Raymond Plank. “In our case, we had already reflected through our amortization rate a significant portion of our future abandonment liabilities. This rule caused us to reverse prior charges and recognize a gain we didn’t earn. It tinkers with comprehendible accounting.”

     Apache Corporation is a large gas and oil independent with core operations in the United States, Canada, Egypt, the United Kingdom North Sea and Western Australia.

-end-

     NOTE: Apache will webcast its conference call live at 1 p.m. Central Time from its Web site, www.apachecorp.com. The replay will be available on the Web site or by dialing (719) 457-0820 and using pass code 452671. The telephone replay will be available for one week beginning at approximately 5 p.m. on April 24.

     This news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 including, without limitation, expectations, beliefs, plans and objectives regarding Apache’s financing, financial ratios, use of funds, production growth and timing of new developments. Any matters that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions and uncertainties. There is no assurance that Apache’s expectations will be realized, and actual results may differ materially from those expressed in the forward-looking statements.

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands, except per share data)

		For the Quarter
		Ended March 31,
		2003			2002
REVENUES:
Oil and gas production revenues		$	975,162		$	529,389
Other revenues			(8,553	)		(1,393	)
	Total revenues		966,609			527,996
OPERATING EXPENSES:
Depreciation, depletion and amortization			214,349			211,039
Asset retirement obligation accretion			5,313			—
International impairments			—			4,600
Lease operating costs			134,135			112,304
Gathering and transportation costs			11,861			8,233
Severance and other taxes			24,554			14,199
General and administrative			27,831			25,352
	Total operating expenses		418,043			375,727
OPERATING INCOME			548,566			152,269
FINANCING COSTS:
Interest expense			37,696			36,882
Amortization of deferred loan costs			531			334
Capitalized interest			(11,232	)		(10,022	)
Interest income			(1,074	)		(1,169	)
	Net financing costs		25,921			26,025
Preferred interests of subsidiaries			3,362			3,533
INCOME BEFORE INCOME TAXES			519,283			122,711
Provision for income taxes			206,986			42,039
INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE			312,297			80,672
Cumulative effect of change in accounting principle, net of tax			26,632			—
NET INCOME			338,929			80,672
Preferred stock dividends			1,420			4,908
INCOME ATTRIBUTABLE TO COMMON STOCK		$	337,509		$	75,764
INCOME ATTRIBUTABLE TO COMMON STOCK BEFORE CHANGE IN ACCOUNTING PRINCIPLE		$	310,877		$	75,764
BASIC NET INCOME PER COMMON SHARE
Before change in accounting principle		$	1.95		$	.53
After change in accounting principle		$	2.12		$	.53
DILUTED NET INCOME PER COMMON SHARE
Before change in accounting principle		$	1.94		$	0.52
After change in accounting principle		$	2.10		$	0.52
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING			159,255			144,159

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands)

			For the Quarter
			Ended March 31,
			2003			2002
CAPITALIZED COSTS INCURRED:
	North America exploration and development		$	252,327		$	137,377
	International exploration and development			89,949			60,871
	Total exploration and development		$	342,276		$	198,248
	Acquisitions:
		Oil and gas properties	$	544,371		$	108
		Gas gathering, transmission and processing facilities		5,484			—
		Goodwill		—			—
	Total Acquisitions		$	549,855		$	108
	Asset Retirement Obligation		$	350,686		$	—
	Capitalized interest		$	11,232		$	10,022
	Property sales		$	(521	)	$	(796	)

		March 31,		December 31,
		2003		2002
BALANCE SHEET DATA:
	Preferred interests of subsidiaries	$	437,088	$	436,626
	Total debt	$	1,943,364	$	2,158,815
	Shareholders’ equity	$	5,803,100	$	4,924,280
	Common shares outstanding at end of period		161,602		151,253

NON-GAAP FINANCIAL MEASURE:

Cash from operations represents net cash provided by operating activities before changes in operating assets and liabilities. Cash from operations is presented because management believes it is a useful adjunct to net cash provided by operating activities under accounting principles generally accepted in the United States (GAAP). Cash from operations is widely accepted as a financial indicator of an oil and gas company’s ability to generate cash which is used to internally fund exploration and development activities and to service debt. Cash from operations is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing, or financing activities, as an indicator of cash flows, or as a measure of liquidity. The following table reconciles net cash provided by operating activities to cash from operations.

	For the Quarter
	Ended March 31,
	2003			2002
Net cash provided by operating activities	$	538,041		$	205,265
Changes in operating assets and liabilities		(105,924	)		(83,943	)
Cash from operations	$	643,965		$	289,208

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands, except per share data)

			For the Quarter
			Ended March 31,
			2003		2002
FINANCIAL DATA:
Revenues			$	966,609	$	527,996
Income Attributable to Common Stock			$	337,509	$	75,764
Basic Net Income Per Common Share:
		Before change in accounting principle	$	1.95	$	.53
		After change in accounting principle	$	2.12	$	.53
Diluted Net Income Per Common Share:
		Before change in accounting principle	$	1.94	$	.52
		After change in accounting principle	$	2.10	$	.52
Weighted Average Common Shares Outstanding				159,255		144,159
Diluted Shares Outstanding				160,580		145,767
PRODUCTION AND PRICING DATA:
NATURAL GAS VOLUME — Mcf per day
	United States			552,783		540,433
	Canada			309,205		314,659
	Egypt			123,719		117,525
	Australia			101,153		120,645
	Argentina			6,788		3,856
		Total		1,093,648		1,097,118
AVERAGE NATURAL GAS PRICE PER MCF
	United States		$	6.22	$	2.35
	Canada			5.35		2.33
	Egypt			4.50		3.05
	Australia			1.31		1.23
	Argentina			0.42		0.64
		Total		5.29		2.29
OIL VOLUME — Barrels per day
	United States			57,334		55,829
	Canada			24,735		25,339
	Egypt			45,710		44,378
	Australia			30,439		32,941
	Argentina			597		669
		Total		158,815		159,156
AVERAGE OIL PRICE PER BARREL
	United States		$	28.97	$	20.56
	Canada			32.09		18.87
	Egypt			30.46		21.42
	Australia			33.00		20.60
	Argentina			31.95		20.07
		Total		30.67		20.53
NGL VOLUME — Barrels per day
	United States			6,083		6,895
	Canada			1,406		1,358
		Total		7,489		8,253
AVERAGE NGL PRICE PER BARREL
	United States		$	24.34	$	12.78
	Canada			24.75		10.95
		Total		24.42		12.48

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EX-99.1

exv99w1