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): October 25, 2007

APACHE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-4300
(Commission
File Number) 41-0747868
(I.R.S. Employer
Identification No.)

2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
(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:

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))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Press Release

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 October 25, 2007, Apache Corporation issued a press release announcing financial and operating results for the fiscal quarter ended September 30, 2007. 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 dated October 25, 2007, “Apache Earns $612 Million or $1.83 Per Share in Third Quarter — Strong oil prices fuel record cash flow and revenue”

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.

	APACHE CORPORATION
Date: October 25, 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 October 25, 2007, “Apache Earns $612 Million or $1.83 Per Share in Third Quarter — Strong oil prices fuel record cash flow and revenue”

EX-99.1

Exhibit 99.1

CONTACTS:

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

FOR RELEASE AT 7:30 A.M. CENTRAL TIME

APACHE EARNS $612 MILLION OR $1.83 PER SHARE IN THIRD QUARTER

Strong oil prices fuel record cash flow and revenue

     Houston, Oct. 25, 2007 — Apache Corporation (NYSE, Nasdaq: APA) today reported that record oil and gas production revenues fueled record cash flow and third-quarter earnings of $612 million, or $1.83 per diluted common share. Excluding a non-cash charge of 34 cents per share — primarily related to the impact of foreign currency fluctuations on deferred tax balances — Apache’s adjusted earnings* were $2.17 per share.

     Apache’s third-quarter adjusted earnings were 23 percent above third-quarter 2006 adjusted earnings of $1.77 per share. Before adjustments, Apache earned $646 million or $1.94 per share in the prior-year period.

     Cash from operations before changes in operating assets and liabilities totaled a record $1.6 billion, up 25 percent from the year-earlier period.* Oil and gas revenues increased 21 percent to $2.5 billion in the third quarter.

     “Apache’s strong third-quarter results demonstrated the value of our uniquely balanced portfolio,” said G. Steven Farris, president and chief executive officer. “With world oil prices strengthening and North American gas prices declining from the second quarter to the third, Apache’s liquid hydrocarbon production — about half of our volumes — accounted for two-thirds of our revenue.”

     Apache received $70.43 per barrel of oil in the third quarter, up 10 percent from the prior-year period and the second quarter; and $4.99 per thousand cubic feet of gas, up 3 percent from the year-earlier period and a 9 percent drop from the second quarter.

     Apache’s production totaled 561,412 barrels of oil equivalent (boe) per day during the third quarter, up 9 percent from the prior-year period and down slightly from the second quarter of 2007. Excluding the impact of previously announced maintenance turn-arounds in the North Sea, Apache’s production was in line with its record in the second quarter of 2007. Liquid hydrocarbon production totaled 263,965 barrels per day while natural gas production averaged 1.78 billion cubic feet per day.

     “We remain on track to achieve the top end of our targeted range of 9-12 percent production growth in 2007,” Farris said. “We expect a strong finish to the year in every financial and operational aspect.

     “Apache’s evolving high-impact exploration portfolio in our core growth areas of Australia, Canada and Egypt resulted in two natural gas discoveries in Australia and a gas/condensate discovery in Egypt,” he said. “In Canada, we continued to add acreage to our British Columbia shale resource play, where we now control about 400,000 gross (200,000 net) acres. We plan to test the economic viability of this play in earnest during our winter drilling campaign.

     “With six development projects under way that we expect will add 108,000 boe per day over the next three years, Apache has a resource base that is capable of delivering strong growth through the end of the decade,” Farris said.

     Apache Corporation is an oil and gas exploration and production company with operations in the United States, Canada, Egypt, the United Kingdom North Sea, Australia and Argentina.

-end-

     *Adjusted earnings and cash from operations before changes in operating assets and liabilities are non-GAAP measures; see reconciliations below.

     NOTE: Apache will conduct a conference call to discuss its third-quarter results at 1 p.m. Central time on Thursday, Oct. 25. The call will be webcast from Apache’s Web site,

http://www.apachecorp.com. The webcast replay and podcast will be archived on Apache’s Web site. The conference call will be available for delayed playback by telephone for one week beginning at approximately 5 p.m. on Oct. 25. To access the telephone playback, dial (719) 457-0820 and provide Apache’s confirmation code, 8842910.

     This news release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 including, without limitation, expectations, beliefs, plans and objectives regarding production and exploration activities. Any matters that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions, risks and uncertainties, including, without limitation, risks, uncertainties and other factors discussed in our 2006 Form 10-K and on our website. 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. We assume no duty to update these statements as of any future date.

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

	For the Quarter						For the Nine Months
	Ended September 30,						Ended September 30,
	2007			2006			2007			2006
REVENUES AND OTHER:
Oil and gas production revenues	$	2,498,594		$	2,072,815		$	6,965,692		$	6,108,240
Gain on China divestiture		—			173,545			—			173,545
Other		592			15,121			(1,498	)		40,316
		2,499,186			2,261,481			6,964,194			6,322,101
OPERATING EXPENSES:
Depreciation, depletion and amortization		600,796			487,542			1,722,816			1,301,557
Asset retirement obligation accretion		24,436			22,762			72,634			64,268
Lease operating costs		424,232			361,784			1,235,557			965,800
Gathering and transportation costs		28,674			24,815			86,884			76,728
Severance and other taxes		125,198			117,704			353,485			432,520
General and administrative		61,405			53,781			200,065			151,644
Financing costs:
Interest expense		82,939			61,074			230,487			154,073
Amortization of deferred loan costs		875			501			2,421			1,530
Capitalized interest		(18,880	)		(16,108	)		(56,554	)		(46,183	)
Interest income		(4,567	)		(3,481	)		(10,566	)		(13,112	)
		1,325,108			1,110,374			3,837,229			3,088,825
INCOME BEFORE INCOME TAXES		1,174,078			1,151,107			3,126,965			3,233,276
Provision for income taxes		560,730			504,043			1,387,130			1,201,666
NET INCOME		613,348			647,064			1,739,835			2,031,610
Preferred stock dividends		1,420			1,420			4,260			4,260
INCOME ATTRIBUTABLE TO COMMON STOCK	$	611,928		$	645,644		$	1,735,575		$	2,027,350
NET INCOME PER COMMON SHARE:
Basic	$	1.84		$	1.96		$	5.23		$	6.14
Diluted	$	1.83		$	1.94		$	5.19		$	6.08
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		332,668			329,643			331,903			329,971

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands)

	For the Quarter				For the Nine Months
	Ended September 30,				Ended September 30,
	2007		2006		2007		2006
COSTS INCURRED: (1)
North America exploration and development	$	647,266	$	825,450	$	2,029,302	$	2,083,158
International exploration and development		491,381		309,230		1,425,624		784,554
	$	1,138,647	$	1,134,680	$	3,454,926	$	2,867,712
Oil and gas property acquisitions	$	17,025	$	520,358	$	1,050,019	$	2,414,391
(1)    Includes noncash asset retirement costs and capitalized interest as follows:
Capitalized interest	$	16,383	$	16,108	$	54,057	$	46,183
Asset retirement costs	$	28,369	$	231,022	$	155,197	$	375,708

	September 30,		December 31,
	2007		2006
BALANCE SHEET DATA:
Cash and Cash Equivalents	$	111,422	$	140,524
Other Current Assets		2,442,570		2,349,747
Property and Equipment, net		24,455,188		21,346,252
Goodwill		189,252		189,252
Other Assets		452,486		282,400
Total Assets	$	27,650,918	$	24,308,175
Current Liabilities	$	2,926,777	$	3,811,612
Long-Term Debt		4,011,378		2,019,831
Deferred Credits and Other Noncurrent Liabilities		6,039,969		5,285,679
Shareholders’ Equity		14,672,794		13,191,053
Total Liabilities and Shareholders’ Equity	$	27,650,918	$	24,308,175
Common shares outstanding at end of period		332,647		330,737

APACHE CORPORATION
FINANCIAL INFORMATION

	For the Quarter				For the Nine Months
	Ended September 30,				Ended September 30,
	2007		2006		2007		2006
FINANCIAL DATA (In thousands, except per share data):
Revenues and other	$	2,499,186	$	2,261,481	$	6,964,194	$	6,322,101
Income Attributable to Common Stock	$	611,928	$	645,644	$	1,735,575	$	2,027,350
Basic Net Income Per Common Share	$	1.84	$	1.96	$	5.23	$	6.14
Diluted Net Income Per Common Share	$	1.83	$	1.94	$	5.19	$	6.08
Weighted Average Common Shares Outstanding		332,668		329,643		331,903		329,971
Diluted Shares Outstanding		335,117		332,855		334,086		333,402
PRODUCTION AND PRICING DATA:
OIL VOLUME — Barrels per day
United States		97,025		67,996		87,660		64,277
Canada		18,451		20,509		18,838		21,123
Egypt		60,395		54,634		60,219		55,756
Australia		14,685		12,249		14,308		12,146
North Sea		48,888		49,375		52,572		58,370
Argentina		11,708		8,960		11,266		5,632
China		—		2,745		—		4,234
Total		251,152		216,468		244,863		221,538
AVERAGE OIL PRICE PER BARREL
United States	$	67.70	$	58.39	$	61.75	$	55.38
Canada		73.95		66.09		63.74		62.30
Egypt		74.04		66.88		66.50		65.66
Australia		76.65		73.80		73.30		71.67
North Sea		73.18		67.04		65.21		64.68
Argentina		49.70		46.41		45.52		45.03
China		—		62.53		—		62.73
Total		70.43		63.66		63.74		61.85
NATURAL GAS VOLUME — Mcf per day
United States		763,693		719,324		768,520		653,379
Canada		386,659		422,397		386,312		408,758
Egypt		241,919		207,686		239,951		213,097
Australia		194,520		204,465		195,242		181,143
North Sea		1,721		1,738		1,851		2,055
Argentina		196,168		151,122		203,524		86,275
Total		1,784,680		1,706,732		1,795,400		1,544,707
AVERAGE NATURAL GAS PRICE PER MCF
United States	$	6.59	$	6.27	$	6.95	$	6.62
Canada		5.54		5.38		6.25		6.22
Egypt		4.72		4.63		4.42		4.50
Australia		1.93		1.70		1.83		1.65
North Sea		16.98		13.20		12.80		10.79
Argentina		0.93		0.89		1.03		0.91
Total		4.99		4.83		5.24		5.32
NGL VOLUME — Barrels per day
United States		7,766		7,896		7,677		8,088
Canada		2,253		2,104		2,199		2,169
Argentina		2,794		2,083		2,749		1,154
Total		12,813		12,083		12,625		11,411
AVERAGE NGL PRICE PER BARREL
United States	$	47.18	$	42.19	$	41.64	$	39.73
Canada		40.39		38.66		37.05		36.83
Argentina		37.74		42.15		35.07		40.31
Total		43.92		41.57		39.41		39.23

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands)

NON-GAAP FINANCIAL MEASURES:

Reconciliation of income attributable to common stock to adjusted earnings:

The press release discusses Apache’s adjusted earnings. Adjusted earnings excludes certain items that management believes affect the comparability of operating results. The following provides the reasons adjusted earnings is a meaningful measure:

• Management uses adjusted earnings to evaluate the company’s operational trends and performance relative to other oil and gas producing companies.

• Management believes this presentation may be useful to investors who follow the practice of some industry analysts who adjust reported company earnings for items that may obscure underlying fundamentals and trends.

• The reconciling items below are the types of items management believes are frequently excluded by analysts when evaluating the operating trends and comparability of the company’s results.

	For the Quarter
	Ended September 30,
	2007		2006
Income Attributable to Common Stock (GAAP)	$	611,928	$	645,644
Adjustments:
Foreign currency fluctuation impact on deferred tax expense		113,882		23,610
Impact of increased tax rates in the United Kingdom		—		92,362
Gain on China divestiture		—		(173,545	)
Adjusted Earnings (Non-GAAP)	$	725,810	$	588,071
Adjusted Earnings Per Share (Non-GAAP)
Basic	$	2.18	$	1.78
Diluted	$	2.17	$	1.77
Average Number of Common Shares
Basic		332,668		329,643
Diluted		335,117		332,855

Reconciliation of net cash provided by operating activities to cash
from operations before changes in operating assets and liabilities:

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 September 30,
	2007		2006
Net cash provided by operating activities	$	1,427,467	$	1,173,704
Changes in operating assets and liabilities		190,511		122,865
Cash from operations before changes in operating assets and liabilities	$	1,617,978	$	1,296,569