8-K

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): April 26, 2007

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

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:

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

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

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

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

The information in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as set forth by specific reference in such filing.

Item 2.02. Results of Operations and Financial Condition.

On April 26, 2007, Apache Corporation issued a press release announcing financial and operating results for the fiscal quarter ended March 31, 2007. The full text of the press release is listed and furnished under Item 9.01 as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.		Description
	99.1	Press Release dated April 26, 2007, “Apache Earns $488 Million or $1.47 Per Share in First Quarter on 17 Percent Production Increase.”

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 26, 2007	/s/ Roger B. Plank
	Roger B. Plank
	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Description
	99.1	Press Release dated April 26, 2007, “Apache Earns $488 Million or $1.47 Per Share in First Quarter on 17 Percent Production Increase.”

EX-99.1

Exhibit 99.1

CONTACTS:

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

FOR RELEASE AT 7:45 A.M. CENTRAL TIME

APACHE EARNS $492 MILLION OR $1.47 PER SHARE IN FIRST QUARTER
ON 17 PERCENT PRODUCTION INCREASE

     Houston, April 26, 2007 — Apache Corporation (NYSE, Nasdaq: APA) today reported first-quarter earnings of $492 million or $1.47 per diluted common share as record production partially offset the impact of lower oil and gas prices and higher costs. Apache earned $660 million or $1.97 per share in the prior-year period.

     Cash from operations before changes in operating assets and liabilities totaled $1.2 billion, flat with the prior-year period. (This is a non-GAAP measure; see reconciliation below.) Apache produced 536,297 barrels of oil equivalent per day in the first quarter, 17 percent above the prior-year period and up 1 percent from the fourth quarter of 2006.

     “Apache had a solid first quarter, with substantial earnings and cash flow, increased production, and strong drilling results,” said G. Steven Farris, Apache’s president and chief executive officer. “Production should continue to grow, rising 6 to 10 percent over 2006 levels, excluding the impact of acquisition and divestiture activity.

     “In addition to rising production in 2007, Apache is off to a good start drilling our arsenal of maturing exploration prospects in three core growth areas — Australia, Canada and Egypt,” Farris said.

     In Australia, the recently announced Julimar-1 discovery test-flowed 85 million cubic feet (MMcf) per day from two zones. “We plan to appraise the discovery later in the year, drill the Brunello prospect — a look-alike east of Julimar — and drill the Rosella gas prospect located southwest of Apache’s

1-trillion-cubic-foot John Brookes Field, which is currently producing 250 MMcf of gas per day from three wells,” Farris said.

     The Sedco 703 semi-submersible rig, which drilled the Julimar-1, has moved southwest to the Exmouth Basin and has commenced drilling on the Crosby West prospect, the first of five Exmouth exploration wells planned for 2007.

     Apache’s earlier discoveries in the Exmouth Basin — Ravensworth, Crosby, Stickle, Harrison and Van Gogh — resulted in the Apache-operated Van Gogh and BHP-operated Pyrenees developments. Van Gogh is expected to come on line in 2009 and add 20,000 barrels per day of net production for Apache; Pyrenees, which is scheduled to receive a formal go-ahead in the near future, is on a similar schedule and also is expected to add 20,000 barrels of oil per day to Apache’s net production.

     In Egypt, Apache’s Jade-1X discovered natural gas on the company’s Matruh Concession. The well tested 25.6 MMcf of gas per day from the Jurassic Upper Safa formation. The discovery also has significant reserve potential in multiple Cretaceous Alam El Bueib (AEB) reservoir objectives. Apache plans five additional Jurassic and two AEB exploratory wells on the Matruh Concession this year.

     “In Canada, as a result of rebalancing our program to include more higher-risk, higher-potential-reward prospects, first-quarter production was generally flat despite substantial reductions in capital spending and the number of wells drilled,” Farris said. “Service costs are declining across North America, and the trend is more pronounced in Canada. If costs continue to decline, we may increase activity in shallow gas plays later in the year.”

     At the end of the first quarter, Apache completed its $1 billion acquisition in the Permian Basin from Anadarko Petroleum. Net daily production from the fields is 9,000 barrels of oil and 19 MMcf of gas.

     “Apache has developed several catalysts for growth,” Farris said. “Stay tuned — we have a quality exploration program that is just beginning to unfold.”

-end-

     NOTE: Apache will webcast its quarterly conference call to discuss its results from its Web site, www.apachecorp.com, at 1 p.m. Central Time on Thursday, April 26. The webcast replay and podcast will be archived on Apache’s Web site and will be available for delayed playback by telephone one week beginning at approximately 5 p.m. on April 26. To access the telephone playback, dial (719) 457-0820 and provide Apache’s confirmation code, 3843190.

     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 production and exploration and acquisition activities. 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,
	2007			2006
REVENUES AND OTHER:
Oil and gas production revenues	$	2,023,067		$	1,950,298
Other		(25,726	)		48,804
		1,997,341			1,999,102
OPERATING EXPENSES:
Depreciation, depletion and amortization		530,913			372,577
Asset retirement obligation accretion		24,064			20,645
Lease operating expenses		392,509			291,614
Gathering and transportation costs		28,025			26,104
Severance and other taxes		97,272			146,414
General and administrative		67,862			45,672
Total operating expenses		1,140,645			903,026
OPERATING INCOME		856,696			1,096,076
FINANCING COSTS:
Interest expense		65,732			42,863
Amortization of deferred loan costs		694			508
Capitalized interest		(21,776	)		(14,193	)
Interest income		(2,587	)		(6,364	)
Net financing costs		42,063			22,814
INCOME BEFORE INCOME TAXES		814,633			1,073,262
Provision for income taxes		321,684			412,341
NET INCOME		492,949			660,921
Preferred stock dividends		1,420			1,420
INCOME ATTRIBUTABLE TO COMMON STOCK	$	491,529		$	659,501
BASIC NET INCOME PER COMMON SHARE	$	1.48		$	2.00
DILUTED NET INCOME PER COMMON SHARE	$	1.47		$	1.97
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		331,213			330,416

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands)

	For the Quarter
	Ended March 31,
	2007		2006
COSTS INCURRED: (1)
North America exploration and development	$	740,775	$	712,886
International exploration and development		426,369		224,315
	$	1,167,144	$	937,201
Oil and gas property acquisitions	$	1,026,896	$	262,646
(1) Includes noncash asset retirement costs and capitalized interest as follows:
Capitalized interest	$	21,776	$	14,193
Asset retirement costs	$	74,821	$	11,107

	March 31,		December 31,
	2007		2006
BALANCE SHEET DATA:
Current Assets	$	2,371,771	$	2,490,271
Property and Equipment, net		23,106,507		21,346,252
Goodwill		189,252		189,252
Other Assets		386,277		282,400
Total Assets	$	26,053,807	$	24,308,175
Current Liabilities	$	3,592,277	$	3,811,612
Long-Term Debt		3,512,180		2,019,831
Deferred Credits and Other Noncurrent Liabilities		5,501,495		5,285,679
Shareholders’ Equity		13,447,855		13,191,053
Total Liabilities and Shareholders’ Equity	$	26,053,807	$	24,308,175
Common shares outstanding at end of period		331,160		330,737

NON-GAAP FINANCIAL MEASURES:

The press release discusses Apache’s cash from operations before changes in operating assets and liabilities. It is presented because management believes the information is useful for investors because it is used internally and widely accepted by those following the oil and gas industry as a financial indicator of a company’s ability to generate cash to internally fund exploration and development activities, fund dividend programs, and service debt. It is also used by research analysts to value and compare oil and gas exploration and production companies, and is frequently included in published research when providing investment recommendations. Cash from operations before changes in operating assets and liabilities, therefore, is an additional measure of liquidity, but 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. The following table reconciles net cash provided by operating activities to cash from operations before changes in operating assets and liabilities.

	For the Quarter
	Ended March 31,
	2007		2006
Net cash provided by operating activities	$	1,063,559	$	1,043,284
Changes in operating assets and liabilities		128,901		180,916
Cash from operations before changes in operating assets and liabilities	$	1,192,460	$	1,224,200

APACHE CORPORATION
FINANCIAL INFORMATION

	For the Quarter
	Ended March 31,
	2007		2006
FINANCIAL DATA (In thousands, except per share data):
Revenues and other	$	1,997,341	$	1,999,102
Income Attributable to Common Stock	$	491,529	$	659,501
Basic Net Income Per Common Share	$	1.48	$	2.00
Diluted Net Income Per Common Share	$	1.47	$	1.97
Weighted Average Common Shares Outstanding		331,213		330,416
Diluted Shares Outstanding		333,302		334,469
PRODUCTION AND PRICING DATA:
OIL VOLUME — Barrels per day
United States		74,652		59,290
Canada		19,032		21,691
Egypt		60,371		57,292
Australia		12,141		11,911
North Sea		53,671		64,445
Argentina		10,797		1,272
China		—		4,559
Total		230,664		220,460
AVERAGE OIL PRICE PER BARREL
United States	$	55.89	$	50.22
Canada		53.62		54.17
Egypt		56.64		60.89
Australia		66.96		66.39
North Sea		56.35		60.66
Argentina		40.61		39.30
China		—		58.12
Total		55.87		57.41
NATURAL GAS VOLUME — Mcf per day
United States		739,828		601,045
Canada		383,020		385,982
Egypt		243,485		212,874
Australia		194,961		153,659
North Sea		1,889		2,269
Argentina		198,239		3,143
Total		1,761,422		1,358,972
AVERAGE NATURAL GAS PRICE PER MCF
United States	$	6.96	$	7.41
Canada		6.44		7.73
Egypt		4.06		4.41
Australia		1.77		1.67
North Sea		8.30		9.98
Argentina		1.14		1.19
Total		5.22		6.37
NGL VOLUME — Barrels per day
United States		7,195		7,553
Canada		2,232		2,178
Argentina		2,635		—
Total		12,062		9,731
AVERAGE NGL PRICE PER BARREL
United States	$	35.02	$	36.52
Canada		31.47		36.10
Argentina		31.10		—
Total		33.51		36.43