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): February 7, 2008

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))

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 February 7, 2008, Apache Corporation issued a press release announcing financial and operating results for the fiscal quarter and year ended December 31, 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 February 7, 2008, “Apache’s 12-Percent Production Growth, Higher Oil and Gas Prices Propel Record 2007 Earnings of $2.8 Billion or $8.39 Per Share – Fourth-quarter net income tops $1 billion”

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: February 7, 2008	/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 February 7, 2008, “Apache’s 12-Percent Production Growth, Higher Oil and Gas Prices Propel Record 2007 Earnings of $2.8 Billion or $8.39 Per Share – Fourth-quarter net income tops $1 billion”

EX-99.1

Exhibit 99.1

CONTACTS:

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

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

APACHE’S 12-PERCENT PRODUCTION GROWTH, HIGHER OIL AND GAS PRICES
PROPEL RECORD 2007 EARNINGS OF $2.8 BILLION OR $8.39 PER SHARE

Fourth-quarter net income tops $1 billion

     Houston, Feb. 7, 2008 — Apache Corporation (NYSE, Nasdaq: APA) today reported record 2007 earnings of $2.8 billion, or $8.39 per diluted common share, driven by record production and higher oil and natural gas prices. Apache earned $2.5 billion or $7.64 per share in 2006. Excluding the non-cash impact of foreign currency fluctuations and tax rate changes on deferred tax balances, Apache’s 2007 adjusted earnings* were $8.65 per share or 25 percent above 2006 adjusted earnings.

     In the fourth quarter, Apache’s net income doubled to $1.07 billion, or $3.19 per share, from $519 million, or $1.56 per share, in the prior-year period. Apache’s fourth-quarter adjusted earnings were $2.92 per share, up from $1.40 per share in the prior-year period.

     “Apache had a record year in 2007 by virtually all financial and operational yardsticks,” said G. Steven Farris, president and chief executive officer. “In addition to record earnings, Apache achieved these record results:

• Cash from operations before changes in operating assets and liabilities* totaled $6.2 billion in 2007, up 22 percent from 2006. Fourth-quarter cash from operations totaled $1.9 billion, up 50 percent from the year-earlier period.

• Production averaged 561,239 barrels of oil equivalent (boe) per day during 2007 — a 12-percent increase and the 28th annual increase in the last 29 years. Fourth-quarter production averaged 574,646 boe per day, up 8 percent from the prior-year period.

• Proved reserves totaled 2.45 billion boe, up 6 percent from 2006 and the 22nd consecutive annual increase. Apache replaced 167 percent of its 2007 production, including 140 percent from drilling activity.

     “With exploration success at the Julimar complex in Australia, discoveries in Egypt, and encouraging results at the Ootla shale play in northern British Columbia, we built tremendous momentum that set the stage for 2008,” Farris said.

     “We have the largest portfolio of quality exploration prospects in the 53-year history of the company, with significant exploration drilling programs planned in our ‘ACE’ core growth areas of Australia, Canada and Egypt. We also have six major development projects that are expected to add production of more than 100,000 boe per day by 2011,” he said.

     Recent developments in international gas markets are expected to contribute to Apache’s future results. Natural gas prices for new contracts in Australia have climbed from less than $2 per thousand cubic feet (Mcf) to $7 or higher in the past year as demand has grown from the domestic mining industry and the liquefied natural gas export market. Apache’s Reindeer and Julimar discoveries will be coming to market in this new environment.

     In Argentina, Apache’s fourth-quarter natural gas price of $1.60 per Mcf was the highest quarterly realization since Apache began operations in the country and a 72-percent increase from the third quarter.

     Apache added 343 million boe of reserves from all sources in 2007. The company spent $5.25 billion on exploration and development and acquisitions, excluding asset retirement obligations and capitalized interest.

     Apache will redirect capital spending in Canada as a result of Alberta’s recently announced changes in royalty rates. Activity in Alberta will be limited and refocused on shallow gas opportunities which were not affected by the royalty changes, and activity will increase at the Ootla shale play in British Columbia. Medium-depth gas and oil drilling activities in Alberta will be reduced.

     Although liquid hydrocarbons represented about 47 percent of Apache’s 2007 production, liquids provided 65 percent of revenues because global oil prices outpaced natural gas prices. Apache received

$68.84 per barrel of oil in 2007, up from $59.92 per barrel in 2006, and $5.34 per Mcf of gas compared with $5.17 per Mcf in the prior year. In the fourth quarter, Apache received $83 per barrel of oil and $5.65 per Mcf of gas.

     Apache Corporation discovers and produces oil and gas in the United States, Canada, the United Kingdom sector of the North Sea, Egypt, Australia and Argentina.

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

-end-

     NOTE: Apache will conduct a conference call to discuss its fourth-quarter and full-year 2007 results at 11 a.m. Central Time on Thursday, Feb. 7. 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 3 p.m. on Feb. 7. To access the telephone playback, dial (719) 457-0820 and provide Apache’s confirmation code, 4030561.

     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 Web site. 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 Year
	Ended December 31,				Ended December 31,
	2007		2006		2007		2006
REVENUES AND OTHER:
Oil and gas production revenues	$	2,996,290	$	1,966,013	$	9,961,982	$	8,074,253
Gain on China divestiture		—		—		—		173,545
Other		17,374		665		15,876		40,981
		3,013,664		1,966,678		9,977,858		8,288,779
COSTS AND EXPENSES:
Depreciation, depletion and amortization		624,975		514,802		2,347,791		1,816,359
Asset retirement obligation accretion		23,804		24,663		96,438		88,931
Lease operating costs		470,442		396,574		1,705,999		1,362,374
Gathering and transportation costs		31,150		27,594		118,034		104,322
Severance and other taxes		188,497		121,458		541,982		553,978
General and administrative		75,000		59,690		275,065		211,334
Financing costs, net		54,149		45,578		219,937		141,886
		1,468,017		1,190,359		5,305,246		4,279,184
INCOME BEFORE INCOME TAXES		1,545,647		776,319		4,672,612		4,009,595
Provision for income taxes		473,124		255,478		1,860,254		1,457,144
NET INCOME		1,072,523		520,841		2,812,358		2,552,451
Preferred stock dividends		1,420		1,420		5,680		5,680
INCOME ATTRIBUTABLE TO COMMON STOCK	$	1,071,103	$	519,421	$	2,806,678	$	2,546,771
NET INCOME PER COMMON SHARE:
Basic	$	3.22	$	1.57	$	8.45	$	7.72
Diluted	$	3.19	$	1.56	$	8.39	$	7.64
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		333,049		330,417		332,192		330,083

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands)

	For the Quarter				For the Year
	Ended December 31,				Ended December 31,
	2007		2006		2007		2006
COSTS INCURRED: (1)
North America exploration and development	$	653,768	$	783,784	$	2,683,070	$	2,866,942
International exploration and development		601,543		319,902		2,027,167		1,104,456
	$	1,255,311	$	1,103,686	$	4,710,237	$	3,971,398
Oil and gas property acquisitions	$	—	$	58,690	$	1,050,018	$	2,473,081

(1) Includes noncash asset retirement costs and capitalized interest as follows:

Capitalized interest	$	15,400	$	15,118	$	69,457	$	61,301
Asset retirement costs	$	284,171	$	14,904	$	439,368	$	390,612

	December 31,		December 31,
	2007		2006
BALANCE SHEET DATA:
Cash and Cash Equivalents	$	125,823	$	140,524
Other Current Assets		2,626,428		2,349,747
Property and Equipment, net		25,231,593		21,346,252
Goodwill		189,252		189,252
Other Assets		461,555		282,400
Total Assets	$	28,634,651	$	24,308,175
Current Liabilities	$	2,665,016	$	3,811,612
Long-Term Debt		4,011,605		2,019,831
Deferred Credits and Other Noncurrent Liabilities		6,580,051		5,285,679
Shareholders’ Equity		15,377,979		13,191,053
Total Liabilities and Shareholders’ Equity	$	28,634,651	$	24,308,175
Common shares outstanding at end of period		332,927		330,737

APACHE CORPORATION
FINANCIAL INFORMATION

	For the Quarter				For the Year
	Ended December 31,				Ended December 31,
	2007		2006		2007		2006
FINANCIAL DATA (In thousands, except per share data):
Revenues and other	$	3,013,664	$	1,966,678	$	9,977,858	$	8,288,779
Income Attributable to Common Stock	$	1,071,103	$	519,421	$	2,806,678	$	2,546,771
Basic Net Income Per Common Share	$	3.22	$	1.57	$	8.45	$	7.72
Diluted Net Income Per Common Share	$	3.19	$	1.56	$	8.39	$	7.64
Weighted Average Common Shares Outstanding		333,049		330,417		332,192		330,083
Diluted Shares Outstanding		335,780		332,881		334,596		333,211

PRODUCTION AND PRICING DATA:
OIL VOLUME — Barrels per day
United States		99,953		74,413		90,759		66,832
Canada		18,511		19,504		18,756		20,715
Egypt		62,266		58,988		60,735		56,570
Australia		12,207		11,140		13,778		11,892
North Sea		56,777		59,060		53,632		58,544
Argentina		11,957		10,491		11,440		6,857
China		—		—		—		3,167
Total		261,671		233,596		249,100		224,577
AVERAGE OIL PRICE PER BARREL
United States	$	78.78	$	51.27	$	66.48	$	54.22
Canada		82.02		52.21		68.29		59.90
Egypt		89.77		57.81		72.51		63.60
Australia		102.35		57.19		79.79		68.25
North Sea		86.67		58.25		70.93		63.04
Argentina		47.32		39.24		45.99		42.79
China		—		—		—		62.73
Total		83.00		54.51		68.84		59.92
NATURAL GAS VOLUME — Mcf per day
United States		772,789		707,281		769,596		666,965
Canada		393,847		391,170		388,211		404,325
Egypt		243,226		230,968		240,777		217,601
Australia		193,998		200,883		194,928		186,119
North Sea		2,175		2,079		1,933		2,061
Argentina		193,128		188,310		200,903		111,994
Total		1,799,163		1,720,691		1,796,348		1,589,065
AVERAGE NATURAL GAS PRICE PER MCF
United States	$	7.29	$	6.32	$	7.04	$	6.54
Canada		6.42		5.68		6.30		6.09
Egypt		5.13		4.19		4.60		4.42
Australia		2.07		1.66		1.89		1.65
North Sea		20.66		10.19		15.03		10.64
Argentina		1.60		1.05		1.17		0.97
Total		5.65		4.77		5.34		5.17
NGL VOLUME — Barrels per day
United States		7,778		7,681		7,702		7,985
Canada		2,383		2,239		2,246		2,187
Argentina		2,953		2,676		2,800		1,537
Total		13,114		12,596		12,748		11,709
AVERAGE NGL PRICE PER BARREL
United States	$	55.79	$	34.83	$	45.24	$	38.54
Canada		50.14		31.31		40.55		35.40
Argentina		45.25		31.96		37.78		36.64
Total		52.39		33.59		42.78		37.70

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

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						For the Year
	Ended December 31,						Ended December 31,
	2007			2006			2007			2006
Income Attributable to Common Stock (GAAP)	$	1,071,103		$	519,421		$	2,806,678		$	2,546,771
Adjustments:
Foreign currency fluctuation impact on deferred tax expense		46,035			(53,562	)		232,301			(4,891	)
Impact of Canadian Federal tax rate reductions		(135,429	)		—			(145,503	)		—
Impact of Canadian Federal and Provincial tax rate reductions		—			—			—			(127,683	)
Impact of increased tax rates in the United Kingdom		—			—			—			63,395
Gain on China divestiture		—			—			—			(173,545	)
Adjusted Earnings (Non-GAAP)	$	981,709		$	465,859		$	2,893,476		$	2,304,047
Adjusted Earnings Per Share (Non-GAAP)
Basic	$	2.95		$	1.41		$	8.71		$	6.98
Diluted	$	2.92		$	1.40		$	8.65		$	6.91
Average Number of Common Shares
Basic		333,049			330,417			332,192			330,083
Diluted		335,780			332,881			334,596			333,211

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				For the Year
	Ended December 31,				Ended December 31,
	2007		2006		2007		2006
Net cash provided by operating activities	$	1,799,961	$	913,894	$	5,677,433	$	4,312,906
Changes in operating assets and liabilities		117,660		367,691		517,647		755,127
Cash from operations before changes in operating assets and liabilities	$	1,917,621	$	1,281,585	$	6,195,080	$	5,068,033

APACHE CORPORATION
OIL & GAS RESERVE INFORMATION
For the Year Ended December 31, 2007

OIL (Mbbls)

	U.S.			Canada			Egypt			Australia			North Sea			Argentina			Total
Balance — Dec 31, 2006		495,271			180,974			88,811			70,522			195,670			29,793			1,061,041
Extensions		31,504			8,083			34,148			9,812			28,622			3,353			115,521
Purchases		56,954			208			186			1,424			—			—			58,772
Revisions		5,546			(3,644	)		(6,369	)		—			—			138			(4,328	)
Production		(35,938	)		(7,666	)		(22,168	)		(5,029	)		(19,575	)		(5,198	)		(95,574	)
Sales		(1,722	)		—			—			—			—			—			(1,722	)
Balance — Dec 31, 2007		551,615			177,955			94,608			76,729			204,717			28,086			1,133,710

GAS (MMcf)

	U.S.			Canada			Egypt			Australia			North Sea			Argentina			Total
Balance — Dec 31, 2006		2,695,362			2,365,719			1,155,984			803,747			6,840			485,267			7,512,919
Extensions		217,560			122,745			178,978			414,896			169			91,236			1,025,584
Purchases		79,532			4,179			—			—			—			—			83,712
Revisions		8,881			(15,889	)		(64,196	)		—			—			287			(70,917	)
Production		(280,902	)		(141,697	)		(87,883	)		(71,149	)		(705	)		(73,330	)		(655,667	)
Sales		(21,385	)		(1,529	)		—			—			—			—			(22,914	)
Balance — Dec 31, 2007		2,699,048			2,333,528			1,182,883			1,147,494			6,304			503,460			7,872,717

TOTAL MBOE

	U.S.			Canada			Egypt			Australia			North Sea			Argentina			Total
Balance — Dec 31, 2006		944,499			575,261			281,475			204,480			196,810			110,671			2,313,194
Extensions		67,763			28,541			63,978			78,961			28,650			18,559			286,452
Purchases		70,209			905			186			1,424			—			—			72,724
Revisions		7,024			(6,292	)		(17,068	)		—			—			186			(16,150	)
Production		(82,755	)		(31,282	)		(36,815	)		(16,887	)		(19,693	)		(17,420	)		(204,850	)
Sales		(5,286	)		(255	)		—			—			—			—			(5,541	)
Balance — Dec 31, 2007		1,001,454			566,878			291,756			267,978			205,767			111,996			2,445,829
Net Change (Growth)		56,955			(8,383	)		10,281			63,498			8,957			1,325			132,635
2007 BOE Percentages		40.9	%		23.2	%		11.9	%		11.0	%		8.4	%		4.6	%		100.0	%
North America					64.1	%
Production (BOE)
Oil																				46.7	%
Gas																				53.3	%
																				100.0	%

APACHE CORPORATION
OIL & GAS RESERVE INFORMATION
For the Year Ended December 31, 2007

Reserve Additions (MBOE)

	U.S.		Canada			Egypt			Australia		North Sea		Argentina		Total
Extensions		67,763		28,541			63,978			78,961		28,650		18,559		286,452
Revisions		7,024		(6,292	)		(17,068	)		—		—		186		(16,150	)
Purchases		70,209		905			186			1,424		—		—		72,724
Total Adds		144,996		23,154			47,096			80,385		28,650		18,745		343,026

Costs Incurred (In thousands)

	U.S.		Canada		Egypt		Australia		North Sea		Argentina		Total
Exploration & Development	$	1,901,832	$	781,238	$	611,936	$	554,947	$	539,394	$	320,890	$	4,710,237
Acquisitions		965,476		24,474		19,261		31,041		507		9,259		1,050,018
Total	$	2,867,308	$	805,712	$	631,197	$	585,988	$	539,901	$	330,149	$	5,760,255
Included in the costs incurred are the following:
Capitalized Interest	$	20,577	$	13,106	$	6,821	$	6,447	$	1,526	$	20,980	$	69,457
Asset Retirement Cost	$	271,183	$	117,456	$	—	$	37,866	$	—	$	12,863	$	439,368