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): July 26, 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))

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 July 26, 2007, Apache Corporation issued a press release announcing financial and operating results for the fiscal quarter ended June 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 July 26, 2007, “Apache Earns $632 Million or $1.89 Per Share in Second Quarter as Production and Cash from Operations Achieve Record Levels”

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: July 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 July 26, 2007, “Apache Earns $632 Million or $1.89 Per Share in Second Quarter as Production and Cash from Operations Achieve Record Levels”

EX-99.1

Exhibit 99.1

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

FOR RELEASE AT 7 A.M. CENTRAL TIME

APACHE EARNS $632 MILLION OR $1.89 PER SHARE IN SECOND QUARTER
AS PRODUCTION AND CASH FROM OPERATIONS ACHIEVE RECORD LEVELS

     Houston, July 26, 2007 — Apache Corporation (NYSE, Nasdaq: APA) today reported second-quarter earnings of $632 million or $1.89 per diluted common share on record production and strong commodity prices. In the year-earlier period, Apache earned $722 million or $2.17 per share. Excluding a non-recurring benefit of $132 million, or 39 cents per share, for a reduction in Canadian tax rates, Apache earned $590 million or $1.78 per share in the prior period.

     Production totaled 572,000 barrels of oil equivalent (boe) per day, up 14 percent from the year-earlier period and 7 percent from the first quarter of 2007, driven by successful drilling in the United States, Australia and Argentina and an acquisition of producing properties in the Permian Basin.

     Worldwide liquid hydrocarbon production increased to 265,537 barrels per day, up 11 percent from the prior-year period. Gas production averaged 1.8 billion cubic feet per day, up 18 percent from the year-earlier quarter.

     Cash from operations before changes in operating assets and liabilities totaled a record $1.5 billion, up from $1.3 billion in the year-earlier period. (This is a non-GAAP measure; see reconciliation below.)

     “Apache’s record second-quarter production was fueled by growth across our portfolio,” said G. Steven Farris, Apache’s president and chief executive officer. “With our strong first-half performance, we are well on our way to achieving growth at the top of our expected range of 9-12 percent in 2007.”

     Apache continued to benefit from a positive oil price environment, especially in overseas markets. Worldwide, Apache received $64.12 per barrel, level with the prior-year period and up 15 percent from the first quarter. Apache received $66.75 per barrel produced by the company’s overseas operations compared with $60.72 per barrel in North America.

     Apache received $5.51 per thousand cubic feet (Mcf) of natural gas, up from $4.97 per Mcf in the prior-year period and $5.22 per Mcf in the first quarter.

     “In Apache’s core growth areas of Australia, Canada and Egypt, we have matured a number of high potential exploration plays, many of which are being drilled this year,” Farris said. “We are also developing six projects that are expected to add production of 108,000 boe per day by 2010.”

     In Australia, Apache announced a successful appraisal of the Julimar discovery. “The Julimar East-1 encountered 224 feet of net pay in six different zones, bolstering our belief that the recoverable reserves in the Julimar complex exceed 1 trillion cubic feet (Tcf) of gas,” he said.

     Apache also announced plans to proceed with the Van Gogh and Pyrenees offshore developments; together, the two fields are expected to add net production of 40,000 barrels per day in 2009. The Van Gogh project’s first horizontal development well, the Theo 3-H, tested at a rate of 9,694 barrels per day from the main top-Barrow field pay.

     In Egypt, Apache is on track to achieve its goal of doubling production by 2010 through exploration, waterflood projects and additional developments at the Qasr field on the Khalda concession.

     Apache is a large oil and gas independent with operations in the United States, Canada, the United Kingdom sector of the North Sea, Egypt, Australia and Argentina.

-end-

     EDITOR’S NOTE: Apache will webcast a conference call to discuss its second-quarter results at 1 p.m. Central Time, Thursday, July 26, from Apache’s Web site, www.apachecorp.com. The conference call will be available for delayed playback by telephone for one week beginning at approximately 5 p.m. on July 26. To access the telephone playback, dial (719) 457-0820 and provide Apache’s confirmation code, 2456611. The conference call will be archived on Apache’s Web site.

     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 Six Months
	Ended June 30,						Ended June 30,
	2007			2006			2007			2006
REVENUES AND OTHER:
Oil and gas production revenues	$	2,444,031		$	2,085,127		$	4,467,098		$	4,035,425
Other		23,636			(23,609	)		(2,090	)		25,195
		2,467,667			2,061,518			4,465,008			4,060,620
OPERATING EXPENSES:
Depreciation, depletion and amortization		591,107			441,438			1,122,020			814,015
Asset retirement obligation accretion		24,134			20,861			48,198			41,506
Lease operating costs		418,816			312,402			811,325			604,016
Gathering and transportation costs		30,185			25,809			58,210			51,913
Severance and other taxes		131,015			168,402			228,287			314,816
General and administrative		70,798			52,191			138,660			97,863
Financing costs:
Interest expense		81,816			50,136			147,548			92,999
Amortization of deferred loan costs		852			521			1,546			1,029
Capitalized interest		(15,898	)		(15,882	)		(37,674	)		(30,075	)
Interest income		(3,412	)		(3,267	)		(5,999	)		(9,631	)
		1,329,413			1,052,611			2,512,121			1,978,451
INCOME BEFORE INCOME TAXES		1,138,254			1,008,907			1,952,887			2,082,169
Provision for income taxes		504,716			285,282			826,400			697,623
NET INCOME		633,538			723,625			1,126,487			1,384,546
Preferred stock dividends		1,420			1,420			2,840			2,840
INCOME ATTRIBUTABLE TO COMMON STOCK	$	632,118		$	722,205		$	1,123,647		$	1,381,706
NET INCOME PER COMMON SHARE:
Basic	$	1.91		$	2.19		$	3.39		$	4.19
Diluted	$	1.89		$	2.17		$	3.37		$	4.14
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		331,812			329,862			331,514			330,137

APACHE CORPORATION
FINANCIAL INFORMATION
(In thousands)

	For the Quarter				For the Six Months
	Ended June 30,				Ended June 30,
	2007		2006		2007		2006
COSTS INCURRED: (1)
North America exploration and development	$	641,261	$	544,822	$	1,382,036	$	1,257,708
International exploration and development		507,874		251,009		934,243		475,324
	$	1,149,135	$	795,831	$	2,316,279	$	1,733,032
Oil and gas property acquisitions	$	6,098	$	1,631,387	$	1,032,994	$	1,894,033

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

Capitalized interest	$	15,898	$	15,882	$	37,674	$	30,075
Asset retirement costs	$	52,007	$	133,579	$	126,828	$	144,686

	June 30,		December 31,
	2007		2006
BALANCE SHEET DATA:
Cash and Cash Equivalents	$	188,642	$	140,524
Other Current Assets		2,352,017		2,349,747
Property and Equipment, net		23,789,528		21,346,252
Goodwill		189,252		189,252
Other Assets		412,492		282,400
Total Assets	$	26,931,931	$	24,308,175
Current Liabilities	$	3,136,506	$	3,811,612
Long-Term Debt		4,011,147		2,019,831
Deferred Credits and Other Noncurrent Liabilities		5,679,090		5,285,679
Shareholders’ Equity		14,105,188		13,191,053
Total Liabilities and Shareholders’ Equity	$	26,931,931	$	24,308,175
Common shares outstanding at end of period		332,007		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				For the Six Months
	Ended June 30,				Ended June 30,
	2007		2006		2007		2006
Net cash provided by operating activities	$	1,386,447	$	1,182,024	$	2,450,006	$	2,225,308
Changes in operating assets and liabilities		80,574		83,655		209,475		264,571
Cash from operations before changes in operating assets and liabilities	$	1,467,021	$	1,265,679	$	2,659,481	$	2,489,879

APACHE CORPORATION
FINANCIAL INFORMATION

	For the Quarter				For the Six Months
	Ended June 30,				Ended June 30,
	2007		2006		2007		2006
FINANCIAL DATA (In thousands, except per share data):
Revenues and other	$	2,467,667	$	2,061,518	$	4,465,008	$	4,060,620
Income Attributable to Common Stock	$	632,118	$	722,205	$	1,123,647	$	1,381,706
Basic Net Income Per Common Share	$	1.91	$	2.19	$	3.39	$	4.19
Diluted Net Income Per Common Share	$	1.89	$	2.17	$	3.37	$	4.14
Weighted Average Common Shares Outstanding		331,812		329,862		331,514		330,137
Diluted Shares Outstanding		333,906		332,920		333,595		333,671
PRODUCTION AND PRICING DATA:
OIL VOLUME — Barrels per day
United States		91,060		65,451		82,901		62,388
Canada		19,036		21,181		19,034		21,434
Egypt		59,890		55,370		60,129		56,326
Australia		16,071		12,273		14,117		12,093
North Sea		55,209		61,455		54,445		62,942
Argentina		11,282		6,581		11,041		3,941
China		—		5,419		—		4,991
Total		252,548		227,730		241,667		224,115
AVERAGE OIL PRICE PER BARREL
United States	$	60.08	$	56.84	$	58.21	$	53.71
Canada		63.75		66.81		58.71		60.45
Egypt		68.65		69.33		62.65		65.06
Australia		74.96		74.58		71.54		70.57
North Sea		66.59		66.93		61.57		63.73
Argentina		45.78		44.22		43.26		43.43
China		—		66.66		—		62.78
Total		64.12		64.35		60.21		60.95
NATURAL GAS VOLUME — Mcf per day
United States		801,778		638,469		770,974		619,860
Canada		389,218		417,494		386,136		401,826
Egypt		234,466		218,788		238,951		215,847
Australia		196,249		184,746		195,608		169,288
North Sea		1,944		2,163		1,917		2,216
Argentina		216,187		102,935		207,263		53,315
Total		1,839,842		1,564,595		1,800,849		1,462,352
AVERAGE NATURAL GAS PRICE PER MCF
United States	$	7.29	$	6.29	$	7.13	$	6.83
Canada		6.79		5.69		6.62		6.66
Egypt		4.48		4.46		4.26		4.44
Australia		1.79		1.58		1.78		1.62
North Sea		13.39		9.68		10.90		9.83
Argentina		1.02		0.92		1.08		0.93
Total		5.51		4.97		5.37		5.62
NGL VOLUME — Barrels per day
United States		8,060		8,811		7,631		8,185
Canada		2,113		2,226		2,172		2,202
Argentina		2,816		1,355		2,726		682
Total		12,989		12,392		12,529		11,069
AVERAGE NGL PRICE PER BARREL
United States	$	42.10	$	40.21	$	38.78	$	38.52
Canada		39.28		35.77		35.29		35.94
Argentina		36.06		37.44		33.68		37.44
Total		40.33		39.11		37.06		37.94