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): May 9, 2013

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:

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

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

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

¨ 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 May 9, 2013, Apache Corporation issued a press release announcing financial and operating results for the fiscal quarter ended March 31, 2013. 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 of Apache Corporation dated May 9, 2013.

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: May 9, 2013	/s/ Thomas P. Chambers
	Thomas P. Chambers
	(Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release of Apache Corporation dated May 9, 2013.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts

Media:	(713) 296-7276	Bill Mintz
	(713) 296-6100	Patrick Cassidy
	(713) 296-6662	Bob Dye
	(281) 302-2646	John Roper
Investor:	(281) 302-2286
	Brady Parish
	Castlen Kennedy
	Christopher Cortez
	Alicia Reis

Website: www.apachecorp.com

APACHE REPORTS FIRST-QUARTER RESULTS, $4 BILLION ASSET SALES GOAL,

PROGRAM TO REPURCHASE UP TO 30 MILLION SHARES

First-quarter production growth driven by 45% increase in North American onshore liquids

Houston, May 9, 2013 – Apache Corporation (NYSE, Nasdaq: APA) reported first-quarter earnings of $698 million, or $1.76 per diluted common share, and adjusted earnings*, which exclude certain items that impact the comparability of operating results, of $806 million or $2.02 per share. During the first quarter, worldwide production increased to 781,819 barrels of oil equivalent (boe) per day driven by a 45 percent increase in North American onshore liquid hydrocarbons output compared with the year-earlier period; earnings declined as a result of lower commodity prices. Cash from operations before changes in operating assets and liabilities* totaled $2.4 billion.

Apache also announced a plan to divest $4 billion in assets by year-end 2013. The company intends to use initial proceeds of $2 billion to reduce debt and enhance financial flexibility. Additional proceeds are intended to be used to repurchase approximately $2 billion of Apache common shares under a 30-million-share repurchase program authorized by the Board of Directors.

APACHE REPORTS FIRST-QUARTER RESULTS — ADD 1

G. Steven Farris, Apache’s chairman and chief executive officer, said, “We are showing strong results from the strategic shift that we outlined in 2012, with production from onshore North American liquids plays of 165,000 barrels per day in the first quarter. We expect our onshore drilling programs will continue to contribute significantly to meeting our production targets.”

Farris added, “This rationalization of our asset base flows naturally from more than $16 billion of acquisitions over the last three years. Our goal is to ensure that Apache’s portfolio has the right mix of assets to generate attractive rates of return, drive production growth, and create shareholder value.

“In this vein, our Board and management team conducted a strategic portfolio review to identify assets that no longer fit our growth profile,” Farris said. “Based on this review, we have a process well under way to divest non-core assets while retaining those that drive long-term growth and generate cash from operations. We are also pursuing other monetizations including joint venture partnerships.

“Proceeds from this program will enable us to reduce debt and repurchase up to 30 million shares or approximately 7.5 percent of shares outstanding,” Farris said. “We believe that as a result of this process, we will become an even stronger company with a focused portfolio of high-growth, high-return assets.”

Agreements pertaining to asset sales and monetizations are subject to market conditions including commodity prices. Apache’s annual production guidance will not be adjusted until it enters into definitive agreements with potential acquirers or joint venture partners.

The timing and actual number of shares repurchased will depend on a variety of factors including the stock price, corporate and regulatory requirements and other market and economic conditions. Repurchased shares would be available for general corporate purposes.

APACHE REPORTS FIRST-QUARTER RESULTS — ADD 2

First-quarter results

In the prior-year period, Apache reported earnings of $778 million or $2.00 per share, adjusted earnings of $1.2 billion or $3.00 per share, and cash from operations before changes in operating assets and liabilities of $2.6 billion.

First-quarter 2013 worldwide production of 781,819 boe per day compared with 769,296 boe per day in the prior-year period and 800,005 boe per day in the fourth quarter of 2012. As previously disclosed, first-quarter 2013 worldwide production was negatively impacted by interruptions associated with cyclones in Australia and third-party gas plant downtime in Canada.

Apache currently is the second most-active U.S. onshore driller with 42 rigs in operation in the Permian Basin and 28 rigs active in the Anadarko Basin. The Permian and Central regions averaged 205,650 boe per day – 26 percent of Apache’s worldwide output – and spent 40 percent of the company’s first-quarter drilling capital.

Growth in onshore liquids output was offset by the deferred production of 4,100 boe per day in Canada and 3,500 boe per day in Australia, lower North American gas production because of reduced dry gas drilling activity and natural field declines in other international regions.

The company had previously incorporated production deferrals and declines into its production guidance, and remains on track to achieve its full-year guidance of 3 to 5 percent production growth. This production guidance has not been adjusted for any variances associated with future divestitures.

Operational highlights

• Production in the Anadarko Basin – Apache’s Central Region – increased 129 percent from the year-earlier period to 86,215 boe per day, largely a result of successful drilling in the Tonkawa, Granite Wash and other liquids-rich formations.

APACHE REPORTS FIRST-QUARTER RESULTS — ADD 3

• Permian Basin production rose to 119,435 boe per day, up 20 percent from the prior-year period, as a result of increased drilling and recompletion activity in oil and liquids-rich plays, including the Wolfcamp Shale, the Cline Shale and Yeso.

• The Tonto oil field in the United Kingdom sector of the North Sea commenced production on April 24, 2013. Tonto-1, the first producing well, came on stream at an initial rate of 10,346 barrels of oil per day through a tie-back to the Forties Bravo production platform.

• Three discoveries in three basins in Egypt – Alamein, Faghur and Matruh – highlighted the company’s diverse potential for new oil and gas developments across its concessions.

Oil and gas prices

Liquid hydrocarbons represented 53 percent of first-quarter production but contributed 82 percent of revenues because of the premium prices received for crude oil versus natural gas.

Worldwide, Apache received an average price of $101.72 per barrel of oil during the first quarter, down from $111.22 per barrel during the prior-year period. Apache’s oil realizations reflect higher prices relative to the West Texas Intermediate benchmark realized on Dated Brent crude produced in the company’s Australia, North Sea and Egypt regions, and on sweet crude from the Gulf of Mexico regions. Apache received these premium prices on approximately 68 percent of its crude oil production.

Apache received an average of $3.72 per thousand cubic feet (Mcf) of natural gas, down from $3.82 per Mcf in the prior-year period. The average price received for Apache’s international gas production – $3.99 per Mcf – exceeded the average price received for company’s North American gas production for the fifth consecutive quarter. Approximately 37 percent of Apache’s gas output is produced outside North America.

APACHE REPORTS FIRST-QUARTER RESULTS — ADD 4

*Adjusted earnings and cash from operations before changes in operating assets and liabilities are non-GAAP measures. Please see reconciliations below. For supplemental financial and operational data and non-GAAP information, please go to http://www.apachecorp.com/financialinfo.

About Apache

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. Apache posts announcements, operational updates, investor information and copies of all press releases on its website, www.apachecorp.com.

Conference call

Apache will conduct a conference call to discuss its results and its portfolio review at 9 a.m. Central time on Thursday, May 9. The conference call will be webcast from Apache’s website, www.apachecorp.com. The webcast replay will be archived on Apache’s website. The conference call will be available for delayed playback by telephone for one week beginning at approximately noon on May 9. To access the telephone playback, dial 855-859-2056 or 404-537-3406 for international calls. The conference access code is 84101004.

Forward-looking statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These statements include, but are not limited to, statements about future plans, expectations, and objectives for Apache’s operations, including statements about our drilling plans and production expectations, asset sales and monetizations and share repurchases. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results

APACHE REPORTS FIRST-QUARTER RESULTS — ADD 5

and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See “Risk Factors” in our 2012 Form 10-K filed with the Securities and Exchange Commission for a discussion of risk factors that affect our business. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required by law.

APACHE CORPORATION

STATEMENT OF CONSOLIDATED OPERATIONS

(In millions, except per share data)

	For the Quarter Ended March 31,
	2013			2012
REVENUES AND OTHER:
Oil revenues	$	3,255		$	3,512
Gas revenues		735			811
NGL revenues		156			134
Oil and gas production revenues		4,146			4,457
Other		(70	)		79
		4,076			4,536
COSTS AND EXPENSES:
Depreciation, depletion and amortization
Oil and gas property and equipment
Recurring		1,265			1,135
Additional		65			521
Other assets		105			84
Asset retirement obligation accretion		65			55
Lease operating expenses		771			673
Gathering and transportation		74			77
Taxes other than income		242			257
General and administrative		116			128
Merger, acquisitions & transition		—			6
Financing costs, net		53			40
		2,756			2,976
INCOME BEFORE INCOME TAXES		1,320			1,560
Current income tax provision		497			725
Deferred income tax provision		106			38
NET INCOME		717			797
Preferred stock dividends		19			19
INCOME ATTRIBUTABLE TO COMMON STOCK	$	698		$	778
NET INCOME PER COMMON SHARE:
Basic	$	1.78		$	2.02
Diluted	$	1.76		$	2.00
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic		392			385
Diluted		408			399
DIVIDENDS DECLARED PER COMMON SHARE	$	0.20		$	0.17

APACHE CORPORATION

SUMMARY OF CAPITAL COSTS INCURRED

(In millions)

	For the Quarter Ended March 31,
	2013		2012
CAPITAL EXPENDITURES (1):
Exploration & Development Costs
United States	$	1,269	$	794
Canada		258		198
North America		1,527		992
Egypt		262		250
Australia		225		78
North Sea		177		196
Argentina		33		84
New Ventures - International		5		21
International		702		629
Worldwide Exploration & Development Costs	$	2,229	$	1,621
Gathering, Transmission and Processing Facilities
United States	$	18	$	12
Canada		30		44
Egypt		19		17
Australia		180		172
Argentina		2		4
Total Gathering, Transmission and Processing	$	249	$	249
Capitalized Interest	$	93	$	66
Capital Expenditures, excluding Acquisitions	$	2,571	$	1,936
Acquisitions	$	310	$	60

(1) Accrual basis

APACHE CORPORATION

SUMMARY BALANCE SHEET INFORMATION

(In millions)

	March 31, 2013		December 31, 2012
Cash and Cash Equivalents	$	248	$	160
Other Current Assets		4,600		4,802
Property and Equipment, net		54,289		53,280
Goodwill		1,369		1,289
Other Assets		1,286		1,206
Total Assets	$	61,792	$	60,737
Short-Term Debt	$	994	$	990
Other Current Liabilities		4,568		4,546
Long-Term Debt		11,485		11,355
Deferred Credits and Other Noncurrent Liabilities		12,758		12,515
Shareholders’ Equity		31,987		31,331
Total Liabilities and Shareholders’ Equity	$	61,792	$	60,737
Common shares outstanding at end of period		392		392

APACHE CORPORATION

PRODUCTION INFORMATION

	For the Quarter Ended March 31,
	2013		2012
OIL VOLUME - Barrels per day
Central		20,526		6,483
Permian		67,900		56,481
GOM Deepwater		7,235		5,801
GOM Shelf		43,625		46,585
GC Onshore		9,977		10,578
United States		149,263		125,928
Canada		17,176		15,582
North America		166,439		141,510
Egypt		91,315		99,490
Australia		20,001		30,398
North Sea		68,462		65,946
Argentina		9,297		9,632
International		189,075		205,466
Total		355,514		346,976
NATURAL GAS VOLUME - Mcf per day
Central		277,025		165,863
Permian		185,713		180,253
GOM Deepwater		31,136		46,996
GOM Shelf		254,405		332,140
GC Onshore		105,412		92,241
United States		853,691		817,493
Canada		519,175		636,227
North America		1,372,866		1,453,720
Egypt		365,612		376,067
Australia		214,395		224,337
North Sea		55,032		67,066
Argentina		188,259		211,193
International		823,298		878,663
Total		2,196,164		2,332,383
NGL VOLUME - Barrels per day
Central		19,517		3,513
Permian		20,583		12,650
GOM Deepwater		887		256
GOM Shelf		5,999		3,594
GC Onshore		2,313		2,304
United States		49,299		22,317
Canada		6,663		6,312
North America		55,962		28,629
North Sea		1,494		1,966
Argentina		2,822		2,994
International		4,316		4,960
Total		60,278		33,589
BOE per day
Central		86,215		37,640
Permian		119,435		99,173
GOM Deepwater		13,311		13,890
GOM Shelf		92,024		105,535
GC Onshore		29,859		28,255
United States		340,844		284,493
Canada		110,368		127,932
North America		451,212		412,425
Egypt		152,250		162,168
Australia		55,734		67,788
North Sea		79,128		79,090
Argentina		43,495		47,825
International		330,607		356,871
Total		781,819		769,296

APACHE CORPORATION

PRICE INFORMATION

	For the Quarter Ended March 31,
	2013		2012
AVERAGE OIL PRICE PER BARREL
Central	$	88.15	$	98.79
Permian		82.78		98.36
GOM Deepwater		110.47		110.83
GOM Shelf		111.67		114.04
GC Onshore		111.03		113.41
United States (1)		94.45		102.08
Canada		82.33		92.47
North America (1)		93.20		101.02
Egypt		110.99		123.55
Australia (1)		112.35		122.95
North Sea (1)		110.53		113.19
Argentina		75.36		83.03
International (1)		109.22		118.24
Total (1)		101.72		111.22
AVERAGE NATURAL GAS PRICE PER MCF
Central	$	3.73	$	3.10
Permian		3.77		3.72
GOM Deepwater		3.40		2.98
GOM Shelf		3.54		3.17
GC Onshore		3.55		2.80
United States (1)		3.75		3.93
Canada (1)		3.23		3.41
North America (1)		3.56		3.70
Egypt		2.95		3.79
Australia		4.94		4.18
North Sea		10.00		7.97
Argentina		3.18		2.98
International		3.99		4.02
Total (1)		3.72		3.82
AVERAGE NGL PRICE PER BARREL
Central	$	26.54	$	37.48
Permian		25.71		44.78
GOM Deepwater		34.68		38.51
GOM Shelf		28.87		42.93
GC Onshore		33.69		47.16
United States		26.96		43.51
Canada		32.15		41.63
North America		27.58		43.09
North Sea		71.16		84.11
Argentina		30.28		26.20
International		44.43		49.16
Total		28.78		43.99

⁽¹⁾ Prices reflect the impact of financial derivative hedging activities.

APACHE CORPORATION

NON-GAAP FINANCIAL MEASURES

(In millions, except per share data)

Reconciliation of income attributable to common stock to adjusted earnings:

The press release discusses Apache’s adjusted earnings. Adjusted earnings exclude certain items that management believes affect the comparability of operating results and are meaningful for the following reasons:

• 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 March 31,
	2013			2012
Income Attributable to Common Stock (GAAP)	$	698		$	778
Adjustments:
Oil & gas property write-downs, net of tax		42			390
Deferred tax adjustments		39			—
Commodity derivative mark-to-market, net of tax		31			—
Unrealized foreign currency fluctuation impact on deferred tax expense		(4	)		7
Merger, acquisitions & transition, net of tax		—			3
Adjusted Earnings (Non-GAAP)	$	806		$	1,178
Net Income per Common Share - Diluted (GAAP)	$	1.76		$	2.00
Adjustments:
Oil & gas property write-downs, net of tax		0.10			0.97
Deferred tax adjustments		0.10			—
Commodity derivative mark-to-market, net of tax		0.07			—
Unrealized foreign currency fluctuation impact on deferred tax expense		(0.01	)		0.02
Merger, acquisitions & transition, net of tax		—			0.01
Adjusted Earnings Per Share - Diluted (Non-GAAP)	$	2.02		$	3.00

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 March 31,
	2013			2012
Net cash provided by operating activities	$	2,621		$	2,007
Changes in operating assets and liabilities		(263	)		641
Cash from operations before changes in operating assets and liabilities	$	2,358		$	2,648