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 30, 2008

APACHE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-4300	41-0747868
(State or other jurisdiction of incorporation)	(Commission File Number)	(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

EX-99.1

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 30, 2008, Apache Corporation issued a press release announcing financial and operating results for the fiscal quarter ended September 30, 2008. 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 30, 2008, “Apache Reports Third-Quarter Net Income of $1.2 Billion or $3.52 per Share”

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 30, 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 October 30, 2008, “Apache Reports Third-Quarter Net Income of $1.2 Billion or $3.52 per Share”

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 7:45 A.M. CENTRAL TIME

APACHE REPORTS THIRD-QUARTER NET INCOME
OF $1.2 BILLION OR $3.52 PER SHARE

     Houston, Oct. 30, 2008 — Apache Corporation (NYSE, Nasdaq: APA) today reported that strong crude oil and natural gas prices fueled third-quarter net income of $1.2 billion or $3.52 per diluted common share, up 94 percent from $612 million or $1.83 per share in the prior-year period.

     Third-quarter cash from operations — prior to changes in operating assets and liabilities* — totaled $2.1 billion, compared with $1.6 billion in the prior-year period.

     Third-quarter production declined 9 percent from the prior-year period and 7 percent from the second quarter to 510,672 barrels of oil equivalent (boe) per day. The decline was the result of two hurricanes that curtailed production in the Gulf of Mexico and onshore Louisiana and continued shut-ins following the June 3 explosion at the gas processing and transportation hub at Varanus Island in Australia. Most of the curtailed production in the Gulf and Australia is expected to be restored by year end, setting the stage for renewed growth in 2009.

     “We faced several challenges on the production side during the third quarter; we also had strong earnings, continued progress on our pipeline of development projects, and drilling success in several areas,” said G. Steven Farris, Apache’s president and chief executive officer.

     Three developments are expected to impact Apache’s 2009 production: Two new gas processing trains are expected to commence operations in Egypt by year end, boosting net production by approximately 100 million cubic feet (MMcf) of gas and 5,000 barrels of condensate per day; the Van Gogh field in Australia is expected to contribute a net 20,000 barrels of oil per day beginning in mid- 2009; and the Geauxpher field in the Gulf of Mexico is expected to commence production during the first quarter at a net rate of approximately 50 MMcf of gas per day.

     Apache had notable drilling results in Egypt, where the company drilled four discoveries; at its emerging Ootla shale play in Canada; and in the North Sea, where nine new wells fueled a 25-percent increase in third-quarter production compared with the prior-year period.

     “Apache continues to show operational progress, in spite of the recent turmoil in the commodity and equity markets and the global economic slowdown,” Farris said. “Although we have an abundant inventory of drillable prospects across 36 million acres, Apache intends to continue to live within our means. Our major development projects are critical to Apache’s future growth — and we intend to fund them — but we will adjust other capital spending to a level that does not exceed operating cash flow.”

     During the third quarter, Apache received an average of $101.04 per barrel of oil and $7.43 per thousand cubic feet of gas. Oil and gas prices were up 43 percent and 49 percent, respectively, above year-earlier levels, but both were 8 percent below second-quarter prices.

     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. Please see reconciliations below.

     NOTE: Apache will conduct a conference call to discuss its third-quarter results at 1 p.m. Central time on Oct. 30, 2008. 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 Oct. 30. To access the telephone playback, dial (719) 457-0820 and provide Apache’s confirmation code, 4705013.

     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 2007 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 Nine Months
	Ended September 30,					Ended September 30,
	2008			2007		2008		2007
REVENUES AND OTHER:
Oil and gas production revenues	$	3,368,882		$	2,498,594	$	10,450,949	$	6,965,692
Other		(3,998	)		6,364		1,867		14,685
		3,364,884			2,504,958		10,452,816		6,980,377
COSTS AND EXPENSES:
Depreciation, depletion and amortization		600,887			600,796		1,849,044		1,722,816
Asset retirement obligation accretion		24,970			24,436		77,146		72,634
Lease operating expenses		488,166			409,528		1,389,542		1,198,302
Gathering and transportation		42,375			34,887		123,118		100,585
Taxes other than income		304,280			139,461		845,406		393,222
General and administrative		57,561			61,405		218,856		200,065
Financing costs, net		33,291			60,367		116,594		165,788
		1,551,530			1,330,880		4,619,706		3,853,412
INCOME BEFORE INCOME TAXES		1,813,354			1,174,078		5,833,110		3,126,965
Current income tax provision		305,735			200,878		1,495,641		684,458
Deferred income tax provision		316,794			359,852		679,902		702,672
NET INCOME		1,190,825			613,348		3,657,567		1,739,835
Preferred stock dividends		1,420			1,420		4,260		4,260
INCOME ATTRIBUTABLE TO COMMON STOCK	$	1,189,405		$	611,928	$	3,653,307	$	1,735,575
NET INCOME PER COMMON SHARE:
Basic	$	3.55		$	1.84	$	10.93	$	5.23
Diluted	$	3.52		$	1.83	$	10.84	$	5.19
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		334,825			332,668		334,145		331,903

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands)

	For the Quarter				For the Nine Months
	Ended September 30,				Ended September 30,
	2008		2007		2008		2007
COSTS INCURRED: (1)
North America exploration and development	$	960,624	$	647,266	$	2,505,259	$	2,029,302
International exploration and development		641,028		491,381		1,932,257		1,425,624
	$	1,601,652	$	1,138,647	$	4,437,516	$	3,454,926
Oil and gas property acquisitions	$	4,863	$	17,025	$	155,658	$	1,050,019

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

Capitalized interest	$	18,674	$	16,383	$	53,730	$	54,057
Asset retirement costs	$	178,866	$	28,369	$	350,372	$	155,197

	September 30,		December 31,
	2008		2007
BALANCE SHEET DATA:
Cash and Cash Equivalents	$	1,644,604	$	125,823
Other Current Assets		2,527,688		2,626,428
Property and Equipment, net		28,118,818		25,231,593
Restricted Cash		13,844		—
Goodwill		189,252		189,252
Other Assets		498,226		461,555
Total Assets	$	32,992,432	$	28,634,651
Current Liabilities	$	2,916,306	$	2,665,016
Long-Term Debt		3,917,327		4,011,605
Deferred Credits and Other Noncurrent Liabilities		7,395,693		6,580,051
Shareholders’ Equity		18,763,106		15,377,979
Total Liabilities and Shareholders’ Equity	$	32,992,432	$	28,634,651
Common shares outstanding at end of period		334,670		332,927

APACHE CORPORATION
FINANCIAL INFORMATION

	For the Quarter				For the Nine Months
	Ended September 30,				Ended September 30,
	2008		2007		2008		2007
FINANCIAL DATA (In thousands, except per share data):
Revenues and other	$	3,364,884	$	2,504,958	$	10,452,816	$	6,980,377
Income Attributable to Common Stock	$	1,189,405	$	611,928	$	3,653,307	$	1,735,575
Basic Net Income Per Common Share	$	3.55	$	1.84	$	10.93	$	5.23
Diluted Net Income Per Common Share	$	3.52	$	1.83	$	10.84	$	5.19
Weighted Average Common Shares Outstanding		334,825		332,668		334,145		331,903
Diluted Shares Outstanding		337,894		335,117		337,151		334,086
PRODUCTION AND PRICING DATA:
OIL VOLUME — Barrels per day
United States		80,284		97,025		93,622		87,660
Canada		16,655		18,451		17,247		18,838
Egypt		64,803		60,395		64,082		60,219
Australia		7,083		14,685		8,286		14,308
North Sea		60,856		48,888		58,740		52,572
Argentina		12,729		11,708		12,342		11,266
Total		242,410		251,152		254,319		244,863
AVERAGE OIL PRICE PER BARREL
United States	$	93.69	$	67.70	$	91.48	$	61.75
Canada		111.81		73.95		108.10		63.74
Egypt		105.60		74.04		110.01		66.50
Australia		99.66		76.65		111.86		73.30
North Sea		113.56		73.18		110.08		65.21
Argentina		50.95		49.70		48.76		45.52
Total		101.04		70.43		100.17		63.74
NATURAL GAS VOLUME — Mcf per day
United States		635,891		763,693		712,529		768,520
Canada		349,000		386,659		355,834		386,312
Egypt		287,231		241,919		254,786		239,951
Australia		54,726		194,520		124,888		195,242
North Sea		2,697		1,721		2,604		1,851
Argentina		217,091		196,168		193,257		203,524
Total		1,546,636		1,784,680		1,643,898		1,795,400
AVERAGE NATURAL GAS PRICE PER MCF
United States	$	9.96	$	6.59	$	9.64	$	6.95
Canada		8.70		5.54		8.63		6.25
Egypt		5.62		4.72		5.68		4.42
Australia		2.36		1.93		2.18		1.83
North Sea		27.17		16.98		21.88		12.80
Argentina		1.41		0.93		1.53		1.03
Total		7.43		4.99		7.30		5.24
NGL VOLUME — Barrels per day
United States		5,450		7,766		6,636		7,677
Canada		2,034		2,253		2,046		2,199
Argentina		3,005		2,794		2,877		2,749
Total		10,489		12,813		11,559		12,625
AVERAGE NGL PRICE PER BARREL
United States	$	72.82	$	47.18	$	64.49	$	41.64
Canada		63.77		40.39		58.62		37.05
Argentina		36.63		37.74		38.81		35.07
Total		60.70		43.92		57.06		39.41

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 Nine Months
	Ended September 30,					Ended September 30,
	2008			2007		2008			2007
Income Attributable to Common Stock (GAAP)	$	1,189,405		$	611,928	$	3,653,307		$	1,735,575
Adjustments:
Foreign currency fluctuation impact on deferred tax expense		(113,169	)		115,180		(125,248	)		185,832
Impact of Canadian Federal tax rate reductions		—			—		—			(17,074	)
Adjusted Earnings (Non-GAAP)	$	1,076,236		$	727,108	$	3,528,059		$	1,904,333
Adjusted Earnings Per Share (Non-GAAP)
Basic	$	3.21		$	2.19	$	10.56		$	5.74
Diluted	$	3.19		$	2.17	$	10.46		$	5.70
Average Number of Common Shares
Basic		334,825			332,668		334,145			331,903
Diluted		337,894			335,117		337,151			334,086

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 Nine Months
	Ended September 30,					Ended September 30,
	2008			2007		2008		2007
Net cash provided by operating activities	$	2,290,654		$	1,427,467	$	6,028,567	$	3,877,472
Changes in operating assets and liabilities		(167,073	)		190,511		259,447		399,987
Cash from operations before changes in operating assets and liabilities	$	2,123,581		$	1,617,978	$	6,288,014	$	4,277,459