Apache Corporation 2006 Annual Report

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Apache Corporation is an independent energy company that explores for, develops and produces natural gas, crude oil and natural gas liquids.

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							Apache Corporation 2006 Summary Annual Report




                              COMMITTED
OUR COMMITMENTS
Apache’s employees are committed to our mission to build a dynamic, global exploration and production company to provide oil
and natural gas for the purpose of advancing the quality of human lives. In the center spread of the Summary Annual Report, we
have reproduced the signatures of many of our colleagues affirming our commitments:


· Finding and producing essential energy supplies that contribute to improved living standards throughout the world;
· Preserving and strengthening our unique culture with its foundation of urgency, integrity and mutual respect; and
· Pursuing Apache’s long-term profitable growth and building wealth for our shareholders.
We did not have space in this report for all of the signatures. Please visit Apache’s Web site, www.apachecorp.com, to see all of them.


Apache Corporation Profile


Established in 1954 with $250,000 of investor capital, Apache Corporation has grown to $24 billion in assets and has become one
of the world’s top independent oil and gas exploration and production companies. Apache’s U.S. operations are focused in some
of the nation’s most important producing basins, including the Outer Continental Shelf of the Gulf of Mexico, the Anadarko
Basin of Oklahoma, the Permian Basin of West Texas and New Mexico, the Texas-Louisiana Gulf Coast and East Texas. In
Canada, Apache is active in British Columbia, Alberta, Saskatchewan and the Northwest Territories. The company also has
exploration and production operations in the Carnarvon, Perth and Gippsland basins offshore Australia, Egypt’s Western Desert,
the United Kingdom sector of the North Sea and Argentina.



CONTENTS
Performance Highlights                                                   1         ABBREVIATIONS
Fellow Shareholders:
     Our 2006 Story                                                      3         Mbbls       Thousand Barrels
     Strategic Review                                                   13         MMbbls      Million barrels
                                                                                   Mcf         Thousand cubic feet (of gas)
Statement of Consolidated Operations                                    29
                                                                                   MMcf        Million cubic feet
Statement of Consolidated Cash Flows                                    30
                                                                                   Bcf         Billion cubic feet
Consolidated Balance Sheet                                              31         Tcf         Trillion cubic feet
Statement of Consolidated Shareholders’ Equity                          32         Boe         Barrel of oil equivalent
Eleven-Year Statistical Summary                                         34         Mboe        Thousand barrels of oil equivalent
Oil and Gas Reserve Information                                         36         MMboe       Million barrels of oil equivalent
Future Net Cash Flows                                                   38
                                                                                   Six Mcf of gas is the energy equivalent
Board of Directors and Corporate Officers                               39
                                                                                   of one barrel of oil.
Corporate Information                                                   40
PERFORMANCE HIGHLIGHTS
(dollars in millions, except per-share data)                                                                     Year Ended December 31,
                                                                                                        2006                   2005                  2004

Financial Highlights
      Revenues                                                                                       $ 8,289               $ 7,584               $    5,333
      Income attributable to common stock                                                              2,547                 2,618                    1,663
      Diluted net income per common share                                                               7.64                  7.84                     5.03
      Cash from operations before changes in operating
      assets and liabilities (a):
      Net cash provided by operating activities                                                      $ 4,313               $ 4,332               $    3,232
      Changes in operating assets and liabilities                                                       755                    412                      193

      Cash from operations before changes in operating
      assets and liabilities                                                                         $ 5,068               $ 4,744               $ 3,425

      Total assets                                                                                   $ 24,308              $ 19,272              $ 15,502
      Long-term debt                                                                                    2,020                 2,192                 2,588
      Shareholders’ equity                                                                             13,191                10,541                 8,204
      Cash dividends paid per common share                                                                .45                   .34                    .26

Operational Highlights
      Oil and gas capital expenditures (including acquisitions, capitalized interest
      and asset retirement cost)                                                                     $ 6,444               $     4,011           $ 3,650
      Natural gas production (MMcf/day)                                                                1,589                    1,264               1,235
      Oil and condensate production (Mbbls/day)                                                          236                      244                 242
      Proved reserves (MMboe)                                                                          2,313                    2,117              1,937


(a) NON-GAAP FINANCIAL MEASURE:
   The annual report discusses Apache’s cash from operations before changes in operating assets and liabilities. It is presented because manage-
ment 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 lia-
bilities, 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.




This summary annual report contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including,
without limitation, expectations, beliefs, plans and objectives regarding Apache’s capital expenditures and exploration and development plans, and the
future prices of crude oil and natural gas. Among the important factors that could cause actual results to differ materially from those indicated by such for-
ward-looking statements are delays and difficulties in completing acquisitions and developing currently owned properties, the failure of exploratory drilling
to result in commercial wells, delays due to the limited availability of drilling equipment and personnel, fluctuations in oil and gas prices, general eco-
nomic conditions and the risk factors detailed from time to time in Apache’s periodic reports and registration statements filed with the Securities and
Exchange Commission (SEC).


                                                                                                                                                              1
           PROVED                        2500   0.5                    DIVIDENDS       OPERATIONS
         RESERVES                                                      (DOLLARS)
            (MMBOE)

                GAS                      2000   0.4
LIQUID HYDROCARBONS
                                                                                                                                                                                   US.G
                                                                                       RESERVES (MMboe)                                                        7
                                         1500   0.3                                                                                                    6               1
                                                                                     1. U.S. GULF COAST      393.25       17%
                                                                                     2. U.S. CENTRAL         551.24       24%              5
                                                                                     3. CANADA               575.26       25%
                                         1000   0.2                                  4. NORTH SEA            196.81        9%              4                                   2
                                                                                     5. EGYPT                281.48       12%
                                                                                     6. AUSTRALIA            204.48        9%                                  3
                                                0.1                                  7. ARGENTINA            110.67        5%
                                         500
                                                                                       TOTAL               2,313.19




                                                                                                                                      AU                                            US.G
                                                                                       PRODUCTION* (MMboe)                                                     7
                                                                                                                                                   6                   1
                                                                                     1. U.S. GULF COAST     40.58         22%
                                                                                     2. U.S. CENTRAL        27.30         15%
                                                                                     3. CANADA              32.96         18%          5
        ANNUAL                            200   25                     RETURN
                                                                                     4. NORTH SEA           21.49         12%                                                  2
     PRODUCTION                                                        ON            5. EGYPT               33.89         19%
            (MMBOE)                                                    AVERAGE       6. AUSTRALIA           15.66          9%                      4
                                                                                                                                                                   3
                GAS                             20                     CAPITAL       7. ARGENTINA            9.88          5%
LIQUID HYDROCARBONS                       150                          EMPLOYED                                                  NS

                                                                       (PERCENT)       TOTAL               181.76
                                                15
                                          100
                                                10

                                           50
                                                 5
                                                                                       EXPLORATION & DEVELOPMENT CAPITAL
                                                                                       EXPENDITURES* ($Millions)
                                                                                                                                 E                         6 7
                                                                                                                                                                                          U
                                                                                     1. U.S. GULF COAST 2,146.192         33%                  5
                                                                                     2. U.S. CENTRAL      935.050         15%                                              1
                                                                                     3. CANADA          1,109.567         17%          4
                                                                                     4. NORTH SEA         332.558          5%
                                                                                     5. EGYPT             461.281          7%
                                                                                     6. AUSTRALIA         209.800          3%                                              2
                                                                                                                                                           3
                                                                                     7. ARGENTINA       1,237.743         19%
                                                                                                                                                                                      US
                                                                                                                                 Can
                                                                                       TOTAL                6,432.191




 CAPITALIZATION                            20    5                     NET CASH
          ($BILLIONS)                                                  PROVIDED BY
                                                                       OPERATING
              EQUITY
               DEBT                              4                     ACTIVITIES
                                           15                          ($BILLIONS)

                                                                                                                                                           6 7
                                                                                                                                                                                    US.G
                                                                                       PRODUCTION REVENUE* ($Millions)
                                                 3                                                                                                                     1
                                                                                     1. U.S. GULF COAST       1,866     23%                    5
                                           10                                        2. U.S. CENTRAL          1,162     15%
                                                                                     3. CANADA                1,380     17%
                                                 2                                   4. NORTH SEA             1,355     17%                                                    2
                                                                                     5. EGYPT                 1,664     21%                        4
                                                                                     6. AUSTRALIA               408      5%                                        3
                                            5                                        7. ARGENTINA               167      2%
                                                 1                                                                               NS


                                                                                       TOTAL                  8,002


                        02 03 04 05 06                02 03 04 05 06                  *Excluding China assets sold August 2006


     2
FELLOW SHAREHOLDERS

Our 2006 Story


Apache’s 2006 story is one of progress in the face of new and recurring challenges:


• Near-record earnings ($2.55 billion or $7.64 per diluted share);
• Record production for the 27th time in 28 years;
• Record reserves for the 21st consecutive year, up 9 percent in 2006; and
• $5 billion cash from operations before changes in operating assets and liabilities.


This is not an aberration. A $10,000 investment in Apache at its founding 52 years ago would
now be worth $7.8 million, earning $17,289 in dividends each quarter.


Behind the numbers is the Apache team, with our sense of urgency driving growth by:
• Increasing daily production by 10 percent, passing the half-million-equivalent-barrels
milestone;
• Restoring output from hurricane-damaged facilities in the Gulf of Mexico;
• A commitment to double operated production in Egypt by 2010; and
• Drilling high-impact exploration wells in Canada, Australia, the North Sea and Egypt.


Our Challenges
While not an aberration, our success has never been guaranteed. Apache operates, and
has always operated, in a world full of risks:


• Despite vast improvements in equipment and technology, exploration and develop-
ment remain inherently risky and require expensive, multi-year commitments;
• The vast majority of the world’s remaining oil and gas is owned by foreign governments,
many of which have unfriendly political, legal or business environments;
• Environmental concerns, which we believe must be addressed, add another layer of
cost, complexity and uncertainty; and
• Unpredictable and continual shifts in U.S. regulatory policy – from energy policy
to corporate governance – make it hard to plan, staff and deliver on long-term projects.



                                                                                               3
4
                                                                                                                       U. S. G U L F C O A S T
Our Response
Apache’s survival and success over 52 years is not accidental. We continually assess and
address our challenges:


• We have steadily diversified. Apache has seven core areas, five outside the United States.
No single basin contributes more than 25 percent of our production. Each has unde-
veloped acreage for growth.


• We are leaders in using technology to improve exploration and shorten delivery times
and project lengths. In the Anadarko Basin of western Oklahoma we are using improved
drilling techniques to bring wells on more quickly, as well as better fracture stimulation
methods to improve performance, contributing to a 16 percent increase in our Central
Region’s 2006 production. In Egypt, our technical teams have shortened the time needed to
turn newly processed 3-D seismic into drilling prospects.


• We believe producing oil and gas contributes to improving standards of living. In addi-
tion to the economic contribution from direct employment, we create programs and chari-
ties that ensure that our presence benefits our host countries as well as our stakeholders.
In Egypt, through funds donated by Apache employees and directors, friends and other U.S.
firms to Springboard – Educating the Future, a non-profit, we have constructed 200 rural
schools for Egyptian girls who otherwise would not receive a basic education.


• We use innovative solutions to address unique problems. For example, in Canada we’ve
formed creative partnerships to deal with limited acquisition opportunities and rising land costs.



                                Apache strengthened its Gulf of Mexico operations in 2006 with its acquisition of 13 fields on
                                the Gulf of Mexico Shelf from BP. The company also acquired significant assets in the Permian Basin
                                and Argentina. Tim Custer, left, business development manager, and Mike Cavanaugh, corporate
                                reservoir engineering manager, review some of the acquired assets. Custer says: “Acquisitions
                                have been an important element in Apache’s growth. If we do our job right in identifying and
                                negotiating transactions, the technical and operating guys will be able to run with these
                                properties; pretty soon, they will be exceeding our forecasts.”




• We work to minimize our environmental footprint. We have reduced carbon dioxide
emissions in the North Sea by converting power generation from diesel to natural gas

                                                                                                                        5
6
(with the added benefit of saving $1 million a month). In Canada we have invested $200 mil-
lion to use and sequester carbon dioxide and extend the life of a mature field by 20 years. We
regularly work with environmental experts and explore ways to better protect our environment.




                                                                                                                       U. S. C E N T R A L
Working with Apache Foundation, we plant lots of trees, which offset greenhouse gas emis-
sions. It is, after all, a world we live in, too.


• We divest non-core assets with the same discipline we use to acquire new assets.


• We have a highly talented and stable work force. We aggressively recruit at all levels
throughout the organization -- from entry level and recent college graduates to experienced
professional and technical staff.


• Our board members and executives don’t just act like long-term owners; they are owners.
We are rare among large companies for having Apache’s founder as our chairman.
Founders bring long-term vision and commitment no stock option can buy; indeed,
Apache’s founder is voluntarily giving up options with a seven-figure value simply as a lead-
ership move to set the tone at the top for keeping costs down.


New Challenges
Many oil and gas exploration companies don’t make it because the existing challenges are so
formidable. But three new challenges are rapidly increasing the difficulties that even successful
U.S. companies face:




                                   Central Region engineers Breezi Fischer, left, and Rick Crist are among 21 young engineers and
                                   geoscientists who have joined Apache since 2001, working alongside seasoned veterans and bringing
                                   new energy to Apache’s strong culture. Fischer says: “My team is finding new reserves and better
                                   techniques to produce gas from plays that were not economic in order to make the most of resources
                                   within the United States.”




• With oil and gas largely in non-U.S. hands and in increasingly short supply, many host gov-
ernments are seeking larger shares of the economic rent of oil operations on their territory.
In addition, these countries increasingly feel free to alter the terms of their contracts with

                                                                                                                        7
   District Manager Brian Evert oversees Apache Canada’s carbon dioxide (CO2) flood project at Midale,
 Saskatchewan. The enhanced oil recovery project will increase the field’s ultimate recovery by 60 million
     barrels of oil. “Each property I work with contributes to the local community through employment,
  local taxes, lease rentals to the landowners, contractors, suppliers, and community donations,” Evert
     says. The Midale project, which utilizes CO2 from the Dakota Gasification Plant in Beulah, N.D., has
   received international attention as a successful example of geologic sequestration of approximately
                                                        500,000 tons of CO2 (a greenhouse gas) per year.




                                   exploration companies, making it harder to use profits in good years to offset bad years in
                                   this notoriously cyclical industry.


                                   • The embarrassment of failures which collectively makes up U.S. energy policy is increas-
                                   ing. The laudable desire to encourage alternative sources of energy is creating a stampede
                                   to subsidize first, think second. If Apache and other companies that find and produce oil
                                   and gas upon which our economy depends are taxed to subsidize flights of fancy that may
                                   never prove workable, we may harm our ability to operate in the short term and our ability
                                   to shift to new energy sources over time.
CANADA



                                   • More troubling, particularly to an industry with extremely long lead times and massive
                                   fixed costs, is the extraordinary shift in U.S. legal, regulatory and judicial policy. The tradi-
                                   tional system of decision making by officers and boards of directors is effectively being
                                   replaced by decision making by shareholders. No public company can long survive in such
                                   an environment. Apache is committed to protecting its shareholders. But management by
                                   giant committee is not management, and planning by quarterly results is not planning.


                                   Many of Apache’s best decisions were unpopular at the time they were made. This includes
                                   our entry into Egypt: Once questioned by investors and analysts, it is now one of our best
                                   growth areas.


                                   A company that takes major risks, makes quick decisions, and operates in a highly technical
                                   and ever-changing environment cannot survive without a board empowered to seek long-
                                   term success and stand by management in tough times to get there.


                                   If the United States wants to have oil and gas exploration companies – indeed, if the United
                                   States wants to have public companies at all – it must resist the temptation to turn them into
                                   smaller versions of our gridlocked political institutions.

              8
                                   In difficult years, as well as in easy ones, we at Apache have proved time and again that we
                                   can deliver. We believe we have earned enough respect to be given fair room to operate.
                                   Give us reasonable legal and regulatory environments, and we will continue to deliver to our
                                   shareholders, royalty owners, employees and fellow citizens who depend on us and the
                                   energy we produce.



          Pat Brennan, left, Apache Egypt commercial manager, and Warren Ford, general manager of the
 Apache-operated Khalda Petroleum Company joint venture, are members of the Apache team driving to
    double the company’s operated production in Egypt by 2010. Ford says: “We make use of technology
  as it becomes available and applicable. Some other companies hang back. We are always at the sharp
                                   edge and it is paying back in our exploration and production results.”




                                   The Bottom Line
                                   Apache had a great year in 2006. We enter 2007 with a stronger base of core assets and
                                   future potential than at any time in our 52-year history. Despite the obstacles we have
                                   discussed, we expect Apache will continue to grow in 2007.


                                   We hope you share our enthusiasm.
EGYPT




                                   Raymond Plank                                                G. Steven Farris
                                   Chairman and Founder                                         President, Chief Executive Officer and
                                                                                                Chief Operating Officer




               10
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STRATEGIC REVIEW


Apache’s 2006 operational results demonstrate how its diversified portfolio enables the com-
pany to deliver consistent and profitable results while exposing shareholders to upside poten-
tial from 38 million acres across seven regions -- a land position that could not be replicated
in today’s competitive environment.




                                                                                                                      AUSTRALIA
                                  Senior Geophysical Advisor David Phelps (from left), Drilling Engineer Brett Lawrence, Chief
                                  Facilities Engineer Simon Bingham, Senior Geologist Kerri Auld, and Senior Petroleum Engineer
                                  Allan McDiarmid are planning development of Apache’s Van Gogh field, which is expected to com-
                                  mence production in 2009 in the Exmouth Basin offshore Western Australia. Bingham says: “Apache
                                  can only do this sort of development adjacent to the pristine internationally acclaimed Ningaloo
                                  environmental conservation park because of its commitment to environmental excellence.”




  In spite of rising service costs, recovery efforts in the Gulf of Mexico, and unplanned pro-
duction interruptions in the North Sea, Apache still increased production by 10 percent and
proved reserves by 9 percent. The company also took several steps to rebalance and grow its
asset base.
  Apache enters 2007 with momentum from rising production in 2006 and a deep invento-
ry of drilling prospects. Production is forecasted to increase in the range of 6 to 10 percent
before considering the impact of the recently announced $1 billion acquisition of Anadarko’s
assets in the Permian Basin (expected to close in the first quarter) as well as any other acquisition
or divestiture activity. Apache also plans to drill a number of higher-risk, higher-potential-
reward exploration projects in the North Sea, Australia, Canada and Egypt in addition to
our consistently active drilling program.
  Rising drilling expenses and other service costs were a major concern during 2006, particularly
in North America. Apache’s 2007 North America exploration and development budget has
been reduced, but international activity will increase to fund several large developments and
facilities projects in Egypt and Australia. Capital budgets are reviewed quarterly and are sub-
ject to adjustments based on the relative levels of commodity prices and service costs. In
recent months, service costs have moderated with the reduction in commodity prices. If service
costs start moving higher, Apache will reduce drilling activities to maintain margins.




                                                                                                                      13
                                     Apache’s current portfolio – seven core areas in six nations – was developed one building
                                  block at a time over the last two decades, starting from the Anadarko Basin in Western
                                  Oklahoma, expanding to the Gulf of Mexico, then to Canada and Australia, Egypt, the
                                  North Sea and – most recently – Argentina.
                                     Each region has significant producing assets and large undeveloped acreage to provide
                                  running room for the future, but no single region contributes more than 25 percent of pro-
                                  duction or reserves. Natural gas now represents 53 percent of production, while oil is 47 per-
                                  cent – a balanced product mix that provides upside potential in either market. Apache’s U.S.
NORTH SEA

                                  regions provide substantial cash flow that is available for reinvestment in other areas with
                                  greater exploration potential.
                                     The growth of Apache’s reserve base in 2006 was the result of exploration and exploitation
                                  of our core assets – 1,611 wells drilled with an 87 percent success rate – and strategic acquisi-
                                  tions. Also, just as an investor rebalances a portfolio of holdings from time to time, Apache
                                  sold certain assets that were non-strategic.



       Apache North Sea Drilling Manager Derek Reynolds (left) is overseeing extensive Forties Field rig
        upgrades that will equip rigs on each of the Forties platforms for modern and innovative drilling
  techniques. “The drilling group is focused on advanced drilling techniques that will improve efficiency
    and help extend the life of the Forties Field,” he says. Apache’s Phase 1 refurbishment of the Forties
                                                                      platforms will be completed in 2007.




                                     All told, Apache invested $6.4 billion in 2006 for acquisitions and exploration and devel-
                                  opment activities, while divesting $673 million worth of non-core properties. Apache
                                  replaced 213 percent of its production, adding 390 MMboe of proved reserves, half of which
                                  were added through the drillbit. History has shown that acquisitions often lead to additional
                                  reserves in future years as Apache’s technical teams identify new drilling opportunities.
                                     Although many analysts and industry observers have argued that high commodity prices
                                  create a difficult environment for acquisitions, Apache was able to complete several strategic
                                  transactions that strengthened its core areas in the Gulf of Mexico and the Permian Basin
                                  and established a new core area in Argentina.
                                     Apache acquired eight Permian Basin fields with estimated reserves of 31 MMboe from
                                  Hess, as well as 13 fields with 44 MMboe on the Gulf of Mexico Shelf from BP. In both cases,
                                  the value was enhanced by Apache’s operational strength and familiarity with the assets.



              14
                                    In January 2007, Apache announced that it would acquire 28 Permian fields with 70 MMboe
                                  of proved reserves from Anadarko Petroleum for $1 billion.
                                    Two acquisitions totaling $1.1 billion completed during 2006 provided a strategic property
                                  base in Argentina with 111 MMboe of estimated reserves. The new core area now represents
                                  5 percent of Apache’s reserve base and has significant upside potential.
                                    On the divestiture side, Apache sold its 24.5 percent interest in the Zhao Dong block in
                                  China for $260 million and the undeveloped deepwater West Mediterranean Concession in
ARGENTINA

                                  Egypt’s Nile Delta for $413 million. The Zhao Dong block was not a core asset in the com-
                                  pany’s portfolio; Apache’s capital is better utilized elsewhere. Selling the West Med



                 Fernando Araujo, who started with Apache in Egypt, is operations manager of Apache’s
               newest core area, Argentina. Apache completed two acquisitions with 111 million boe of
       proved reserves in Argentina in 2006. “Our main focus is to grow production and control operat-
      ing costs in our two operating districts, Neuquen and Tierra del Fuego, where we have significant
                potential for growth,” he says. “At the region level, we have good management systems
                 which set transparent goals for each department, and these goals are easily translated
                                                                through the chain to the field operators.”




                                  deepwater concession alleviated the need to undertake a costly development program and
                                  enabled the Apache team in Egypt to concentrate on doubling production from Apache’s
                                  Western Desert concessions by 2010.
                                    In summary, Apache acquired nearly 200 MMboe of proved reserves for $2.3 billion and
                                  divested about 12 MMboe for $673 million. (The totals include some smaller purchases
                                  and sales.)


                                  U.S. Central Region
                                  Production in Apache’s Central Region, which comprises producing assets in the Anadarko,
                                  Permian and East Texas basins, averaged 259 MMcf and 31,700 barrels per day – a 16 per-
                                  cent increase in barrel-equivalent terms. Reserves increased 10 percent during the region’s
                                  most active year, with 374 wells drilled and a 97 percent success rate. With approximately 2
                                  million acres across the three basins – including fields acquired from Hess in 2006 – the
                                  region has an inventory of drilling locations that exceeds 2006 levels; the actual activity level
                                  will depend on service costs and commodity prices. The recently announced acquisition of
                                  Anadarko’s Permian Basin fields is expected to add production of 9,000 barrels of liquid
                                  hydrocarbons and 19 MMcf of gas per day during 2007.

 16           16
WORLDWIDE OPERATIONS                                        Canada
                                                            2006 Natural gas production         404 MMcf/day
                                                            2006 Liquid hydrocarbon production 22,902 Bbls/day
                                                            Proved reserves                        575 MMboe
                                                            2006 Wells drilled/productive             874/740
                                                            Gross acreage                           6.8 million




U.S. Central Region
2006 Natural gas production           259 MMcf/day
2006 Liquid hydrocarbon production   31,692 bbls/day
Proved reserves                          551 MMboe
2006 Wells drilled/productive               374/363
Gross acreage                             1.8 million




U.S. Gulf Coast Region
2006 Natural gas production         408 MMcf/day
2006 Liquid hydrocarbon production 43,125 Bbls/day
Proved reserves                        393 MMboe
2006 Wells drilled/productive               83/65
Gross acreage                           2.7 million




                                                        Argentina
                                                        2006 Natural gas production          112 MMcf/day
                                                        2006 Liquid hydrocarbon production   8394 Bbls/day
                                                        Proved reserves                        111 MMboe
                                                        2006 Wells drilled/productive               83/74
                                                        Gross acreage                           2.7 million
                       Committed to our t
  producing essential energy supplies that
                               throughout

Dedicated to preserving and strengthening
                    urgency, integrity and

Single-minded in our pursuit of Apache’s l
                          wealth for our
task of finding and
 contribute to improved living standards
 the world;

g our unique culture with its foundation of
  mutual respect; and

long-term profitable growth and building
 shareholders
North Sea
2006 Natural gas production            2 MMcf/day
                                                                                                                                      With the acquisition and planned drilling activity, the region should achieve double-digit
2006 Liquid hydrocarbon production 58,545 Bbls/day                                                                                  production growth in 2007. The Hess and Anadarko acquisitions provide additional opportu-
Proved reserves                        197 MMboe
2006 Wells drilled/productive                  5/4                                                                                  nities to tap one of Apache’s core strengths – exploitation of mature fields through workovers,
Gross acreage                           1.5 million
                                                                                                                                    recompletions and drilling that will increase production and reserves, reduce costs per unit
                                                                                                                                    produced, and enhance profitability.


                                                                                                                                    U.S. Gulf Coast Region
                                                                                                                                    Apache’s Gulf Coast region consistently delivers high returns on capital employed as well as
                                                                                                                                    cash flow that significantly exceeds exploration and development spending in the region. Al-
                                                                                                                                    though some analysts have questioned the Gulf’s continued viability, it remains a key ele-
                                                                                                                                    ment of Apache’s diversified portfolio and generates more cash than any other region. The
                                                                                                                                    acquisition of BP’s assets brought operational control of the Grand Isle/West Delta Complex,
                                                                                                                                    which will enable Apache to step up development in the field, one of the largest ever discov-
                                                                                                                                    ered on the Shelf.
                                                                                                                                      In 2006, the region focused on rebuilding facilities damaged in the unprecedented 2005
                                                                        Australia                                                   hurricane season. Substantially all production has been restored on damaged facilities, al-
                                                                        2006 Natural gas production           186 MMcf/day
                                                                        2006 Liquid hydrocarbon production   11893 Bbls/day         though some platforms must be replaced before all production is back online. During 2007,
                                                                        Proved reserves                         204 MMboe
                                                                        2006 Wells drilled/productive                  21/5         Apache expects to restore additional production totaling 5,000 barrels and 10 MMcf per day.
                                                                        Gross acreage                           11.8 million
                                                                                                                                    The unusually calm 2006 hurricane season helped speed the repair process. Total produc-
                                                                                                                                    tion, measured on a barrel-equivalent basis, increased 2 percent over 2005 levels, and Apache
                                                                                                                                    entered 2007 with momentum from restored production, including output from fields ac-
                                                                                                                                    quired from BP, and additional drilling. In 2007, Apache plans to drill 90 wells offshore and
                                                                                                                                    onshore along the Texas and Louisiana Gulf Coast.


                                                                                                                                    Canada
                                                                                                                                    Apache’s total production in Canada increased 4 percent, fueled by natural gas production
                                                                                                                                    that grew 9 percent to 404 MMcf per day. The region drilled 874 wells with a success rate of
                                                                                                                                    85 percent. Softer commodity prices and higher service costs will result in a lower activity
                                                                                                                                    level in 2007. In 2006, exploration and development spending of $1.1 billion was focused on
                  Egypt                                                                                                             shallow conventional and unconventional drilling locations across Apache’s acreage. The
                  2006 Natural gas production         218 MMcf/day
                  2006 Liquid hydrocarbon production 56,570 Bbls/day                                                                2007 program will target some deeper, higher-potential exploration projects on the Exxon-
                  Proved reserves                        281 MMboe
                  2006 Wells drilled/productive             163/140                                                                 Mobil farm-in acreage and in other areas. (The farm-in was a creative way to earn
                  Gross acreage                          10.2 million




                                                                                                                               24
acreage without upfront costs in a basin where acreage has been difficult – and costly – to
acquire.) Apache has acquired 477 square miles of 3-D seismic over the South Grant
Lands area, which is part of the ExxonMobil farm-in. Using the new data, Apache’s geosci-
entists have generated several structural prospects reaching depths of 13,000 feet in
Mississippian-age formations. The Canada Region also has identified deeper targets in
British Columbia.


North Sea
The North Sea was the only region in Apache’s portfolio that did not increase production in
2006; output declined 11 percent to 58,544 barrels per day while reserves increased slightly.
The region made steady progress on facilities upgrades during 2006, but the number and
frequency of unplanned shut-ins, including an extensive curtailment for repairs of the BP
Forties pipeline, were disappointing. These interruptions affected production and drilling
and pushed completion of Phase One refurbishments into 2007. Other projects scheduled
in 2007 aim to: Upgrade the produced-water and re-injection systems to double injection
volumes to 300,000 barrels per day; upgrade the primary gas lift compression; and finish
replacement of instrumentation control systems on several platforms.


Australia
Apache’s Australia production increased 19 percent in 2006 as the company started deliver-
ing gas through several new contracts. Significant exploration activity is planned in 2007,
including four high-potential wildcats in the Exmouth Basin. These wells follow up on five
Exmouth discoveries in the Pyrenees development area, which will begin production in
2009 with expected net volumes of 20,000 barrels per day, and Apache’s 2006 Theo discov-
ery, also expected to commence production in 2009 with net volumes of approximately
20,000 barrels per day. In the Carnarvon Basin, Apache will drill a large gas prospect north
of the 1-Tcf John Brookes discovery, as well as three exploration wells in the Reindeer area
where Apache expects to commence production in early 2009 at 100 MMcf of gas per day.
Recent contracts in the range of $4 per Mcf have signaled a change in the Western Australia
gas market. In the Gippsland Basin offshore Southeast Australia, Apache is planning a 10-
well, high-potential exploration program beginning in 2008 on its 1.8 million acre position.
Apache’s drilling program in Australia totals 33 wells in 2007, up 45 percent from 2006.




                                                                                                25
               Egypt
               Apache drilled 163 wells in Egypt during 2006 with a success rate of 86 percent. Production
PHILANTHROPY
               and reserves increased 12 percent and 4 percent, respectively. Industry data provider IHS
               reported that one in five of Egypt’s 42 recorded discoveries in 2006 was drilled by Apache. In
               early 2007, Apache announced five successful wells – including two new-field discoveries
               and the recently tested Syrah-5 appraisal well, which logged more than 200 feet of net pay in
               the Jurassic Lower Safa formation and tested at more than 47 MMcf of gas per day. Much
               of Apache’s exploration success in Egypt is attributable to 3-D seismic acquisition; in 2006,
               the company acquired over 2,400 square miles of new data in nine different concessions.
                 In 2005, Apache and the Egyptian General Petroleum Corp. agreed to undertake the “2X
               Program” to double gross operated production from Apache’s concessions to approximately
               700 MMcf of gas and 200,000 barrels a day by the end of 2010. Apache’s Qasr discovery and
               other Jurassic formation gas discoveries should provide adequate deliverability to achieve
               the gas production goal when additional processing capacity is brought online in 2008 and
               2009. Higher oil production is expected from 1,500 identified oil drilling locations that will
               be pursued over the next several years. Most of that activity will focus on Cretaceous-age oil
               plays from 6,000 feet to 12,000 feet in the greater Khalda and East Bahariya concession
               areas. In 2007, Apache plans to drill 274 wells in Egypt, including 42 exploration wells, a 68
               percent increase over the 2006 activity level.


               Argentina
               After completing two acquisitions in Argentina in 2006, year-end reserves totaled 111
               MMboe – roughly 5 percent of Apache’s worldwide total. A 700-square-mile 3-D seismic
               program will cover much of Apache’s 733,000 acres in Tierra del Fuego, where the compa-
               ny owns a 70 percent interest. By midyear, the company expects to have two drilling rigs
               active in the area. Apache plans to drill more than 20 wells in Tierra del Fuego in 2007 --
               more wells than were drilled by the prior operator in the previous decade. All told, Apache
               plans to drill more than 100 wells in Tierra del Fuego and Neuquen this year.


               Leaving the World a Better Place
               In rural villages in the Fayoum, Giza and Minya governorates of Egypt, 7,000 girls are getting their
               first opportunity to learn reading, writing and basic arithmetic as a result of a partnership that
               brings together Apache; U.S. non-profit Springboard – Educating the Future; the Egyptian



  26     26
          government’s National Council for Childhood and Motherhood and Ministry of Education; and
          Egypt’s non-profit Sawiris Foundation. Two hundred schools are now complete, the result of
          Apache’s sense of urgency coupled with an outpouring of $3 million from Apache’s employees,
          officers, directors, friends and other U.S. firms.
            The one-room schools program is just the latest example of high-impact projects to spring
          from Apache’s parallel commitments to profitable growth and leaving the world a better place.
            Through the public foundation, Fund for Teachers, Apache supports sabbaticals and
          growth experiences for teachers from pre-kindergarten through high school across the United
          States. Teachers, chosen for the creativity of proposals of their own design, return from their
          experiences motivated to teach and transfer their enthusiasm and commitment for lifetime
          learning to their bright-eyed pupils. The Fund for Teachers has created opportunities for more
          than 2,070 teachers from more than 950 different schools to study and travel in 93 different
          countries on all seven continents with awards of up to $5,000 each. In 2006, 497 teachers
          received awards.
            The Ucross Foundation, launched in Wyoming by Apache and friends in 1981, is known for
          its artists-in-residence program that has awarded more than 1,300 fellowships for artists to
          paint, write, compose music and create in the unique and striking landscape of the Ucross
          Ranch in the Powder River Basin. In 2005, the Ucross Foundation decided to focus its ener-
          gies on the artists-in-residence program, while Apache Foundation agreed to operate the
          Ucross conservation and holistic ranching programs. Apache Foundation also assumed
          responsibility for a long-term program to plant 1 million trees for conservation, beautification
          and mitigation of greenhouse gas emissions.


          Safety
          Apache believes that work-related injuries and illnesses are preventable. From 2005, Apache
          experienced an 11 percent improvement in its lost-time incident rate and a 16 percent
          improvement in incidents per vehicle. These results reflect an even greater focus by the
          Apache Regions on “back-to-basics” in injury prevention, field-driven empowerment of
          workers to accept personal responsibility for safety, and other technical training areas such as
          driving and accident investigation. Apache continues to implement such broad-based ini-
          tiatives as behavior-based safety leadership training, safety management system regional
          audits, major contractor safety audits, and scheduled facility site inspections




28   28
Statement of Consolidated Operations

(In thousands, except per-common-share data)                         For the Year Ended December 31,
                                                                 2006              2005            2004
REVENUES AND OTHER:
      Oil and gas production revenues                        $   8,074,253    $     7,457,291    $   5,308,017
      Gain on China devestiture                                    173,545                  –                –
      Other                                                         40,981            126,953           24,560
                                                                 8,288,779         7,584,244         5,332,577

OPERATING EXPENSES:
      Depreciation, depletion and amortization                   1,816,359          1,415,682        1,222,152
      Asset retirement obligation accretion                         88,931             53,720           46,060
      Lease operating costs                                      1,362,374         1,040,475           864,378
      Gathering and transportation costs                           104,322            100,260           82,261
      Severance and other taxes                                    553,978            453,258           93,748
      General and administrative                                   211,334            198,272          173,194
      China litigation provision                                         –                  –           71,216
      Financing costs:
         Interest expense                                          217,454            175,419          168,090
         Amortization of deferred loan costs                         2,048              3,748            2,471
         Capitalized interest                                      (61,301)          (56,988)          (50,748)
         Interest income                                           (16,315)            (5,856)          (3,328)
                                                                 4,279,184         3,377,990         2,669,494

INCOME BEFORE INCOME TAXES                                       4,009,595         4,206,254         2,663,083
      Provision for income taxes                                 1,457,144          1,582,524          993,012

INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE                     2,552,451         2,623,730         1,670,071
      Cumulative effect of change in accounting principle,
        net of income tax                                                –                 –            (1,317)

NET INCOME                                                       2,552,451         2,623,730         1,668,754
      Preferred stock dividends                                      5,680             5,680             5,680

INCOME ATTRIBUTABLE TO COMMON STOCK                          $   2,546,771    $    2,618,050     $   1,663,074

BASIC NET INCOME PER COMMON SHARE:
      Before change in accounting principle                  $        7.72    $         7.96     $        5.10
      Cumulative effect of change in accounting principle                –                 –                 –
                                                             $        7.72    $         7.96     $        5.10

DILUTED NET INCOME PER COMMON SHARE:
      Before change in accounting principle                  $        7.64    $         7.84     $        5.04
      Cumulative effect of change in accounting principle                –                 –              (.01)
                                                             $        7.64    $         7.84     $        5.03




                                                                                                            29
Statement of Consolidated Cash Flows

(In thousands)                                                                         For the Year Ended December 31,
                                                                                     2006             2005         2004
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                     $   2,552,451     $   2,623,730     $    1,668,754
  Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation, depletion and amortization                                        1,816,359         1,415,682           1,222,152
     Provision for deferred income taxes                                               751,457           598,927           444,906
     Asset retirement obligation accretion                                              88,931            53,720             46,060
     Gain on sale of China operations                                                 (173,545)                –                   –
     Other                                                                              32,380            52,274             43,482
  Changes in operating assets and liabilities, net of effects of acquisitions:
   (Increase) decrease in receivables                                                 (153,616)        (504,038)           (296,383)
   (Increase) decrease in inventories                                                   10,238             11,295               (659)
   (Increase) decrease in drilling advances and other                                   66,323          (144,154)            (35,761)
   (Increase) decrease in deferred charges and other                                  (126,869)          (26,454)            (35,328)
   Increase (decrease) in accounts payable                                            (136,663)           97,447            182,454
   Increase (decrease) in accrued expenses                                            (475,021)          214,491              28,431
   Increase (decrease) in advances from gas purchasers                                 (25,601)           (22,108)            (18,331)
   Increase (decrease) in deferred credits and noncurrent liabilities                   86,082           (38,542)            (18,258)
NET CASH PROVIDED BY OPERATING ACTIVITIES                                            4,312,906         4,332,270           3,231,519
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                                                (3,891,639)       (3,715,856)       (2,456,488)
  Acquisition of BP plc properties                                                    (833,820)                 –                  –
  Acquisition of Pioneer’s Argentine properties                                       (704,809)                 –                  –
  Acquisition of Amerada Hess properties                                              (229,134)                 –                  –
  Acquisition of Pan American properties                                              (396,056)                 –                  –
  Acquisition of ExxonMobil properties                                                        –                 –           (348,173)
  Acquisition of Anadarko properties                                                          –                 –           (531,963)
  Proceeds from China divestiture                                                      264,081                  –                  –
  Proceeds from sale of Egypt properties                                               409,203                  –                  –
  Additions to gas gathering, transmission and processing facilities                  (248,589)                 –                  –
  Proceeds from sales of oil and gas properties                                          4,740             79,663              4,042
  Other, net                                                                           (149,559)          (95,649)           (78,431)
NET CASH USED IN INVESTING ACTIVITIES                                                (5,775,582)       (3,731,842)        (3,411,013)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Debt borrowings                                                                    1,779,963           153,368           544,824
  Payments on debt                                                                    (150,266)         (549,530)         (283,400)
  Dividends paid                                                                      (154,143)          (117,395)         (90,369)
  Common stock activity                                                                 31,963            18,864             21,595
  Treasury stock activity, net                                                        (166,907)             6,620            12,472
  Cost of debt and equity transactions                                                   (2,061)             (861)           (2,303)
  Other                                                                                 35,791              6,273           54,265
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                  1,374,340          (482,661)          257,084
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   (88,336)           117,767           77,590
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                         228,860            111,093            33,503
CASH AND CASH EQUIVALENTS AT END OF YEAR                                         $     140,524     $     228,860     $      111,093




30
Consolidated Balance Sheet

(In thousands)                                                                                           December 31,
                                           ASSETS                                                 2006                  2005
CURRENT ASSETS:
    Cash and cash equivalents                                                                 $      140,524     $          228,860
    Receivables, net of allowance                                                                  1,651,664              1,444,545
    Inventories                                                                                      320,386                209,670
    Drilling advances                                                                                 78,838                146,047
    Derivative instruments                                                                           139,756                  16,319
    Prepaid assets and other                                                                         159,103                 116,636
                                                                                                   2,490,271               2,162,077
PROPERTY AND EQUIPMENT:
    Oil and gas, on the basis of full cost accounting:
      Proved properties                                                                            29,107,921            23,836,789
      Unproved properties and properties under development, not being amortized                     1,284,743                795,706
    Gas gathering, transmission and processing facilities                                           1,725,619              1,359,477
    Other                                                                                             358,605                312,970
                                                                                                   32,476,888            26,304,942
    Less: Accumulated depreciation, depletion and amortization                                    (11,130,636)            (9,513,602)
                                                                                                   21,346,252             16,791,340
OTHER ASSETS:
    Goodwill, net                                                                                    189,252                189,252
    Deferred charges and other                                                                       282,400                129,127
                                                                                              $   24,308,175     $       19,271,796
                            LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                                          $      644,889     $          714,598
    Accrued operating expense                                                                         70,551                 66,609
    Accrued exploration and development                                                              534,924               460,203
    Accrued compensation and benefits                                                                 127,779                 125,022
    Accrued interest                                                                                  30,878                  32,564
    Accrued income taxes                                                                               2,133                 120,153
    Current debt                                                                                   1,802,094                     274
    Asset retirement obligation                                                                      376,713                  93,557
    Derivative instruments                                                                            70,128                 256,115
    United Kingdom Petroleum Revenue Tax                                                                   –                174,491
    Other                                                                                            151,523                142,978
                                                                                                   3,811,612              2,186,564
LONG-TERM DEBT                                                                                     2,019,831              2,191,954
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
    Income taxes                                                                                   3,618,989              2,580,629
    Advances from gas purchasers                                                                      43,167                  68,768
    Asset retirement obligation                                                                    1,370,853               1,362,358
    Derivative instruments                                                                                 –                 152,430
    Other                                                                                            252,670                 187,878
                                                                                                   5,285,679              4,352,063
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
    Preferred stock, no par value, 5,000,000 shares authorized – Series B, 5.68% Cumulative
      Preferred Stock, 100,000 shares issued and outstanding                                          98,387                   98,387
    Common stock, $0.625 par, 430,000,000 shares authorized,
      339,783,392 and 336,997,053 shares issued, respectively                                        212,365                210,623
    Paid-in capital                                                                                4,269,795              4,170,714
    Retained earnings                                                                              8,898,577              6,516,863
    Treasury stock, at cost, 9,045,967 and 6,875,823 shares, respectively                           (256,739)               (89,764)
    Accumulated other comprehensive loss                                                             (31,332)              (365,608)
                                                                                                  13,191,053             10,541,215
                                                                                              $   24,308,175     $       19,271,796

                                                                                                                                  31
Statement of Consolidated Shareholders’ Equity


(In thousands)



                                                                     Series B
                                             Comprehensive           Preferred           Common            Paid-In
                                               Income                  Stock              Stock            Capital

BALANCE AT DECEMBER 31, 2003                                     $        98,387     $     207,818     $    4,038,007
     Comprehensive income (loss):
       Net income                            $    1,668,754                      –                –                   –
       Commodity hedges, net of income tax
       expense of $13,742                            22,461                      –                –                   –
     Comprehensive income                    $    1,691,215
     Cash dividends:
       Preferred                                                               –                 –                  –
       Common ($.28 per share)                                                 –                 –                  –
     Five percent common stock dividend                                        –                 –                  –
     Common shares issued                                                      –             1,502             25,030
     Treasury shares issued, net                                               –                 –              8,312
     Compensation expense                                                      –                 –             34,462
     Other                                                                     –                 –                371
BALANCE AT DECEMBER 31, 2004                                              98,387           209,320          4,106,182
     Comprehensive income (loss):
       Net income                            $      2,623,730                    –                –                   –
       Commodity hedges, net of income tax
       benefit of $128,990                            (236,126)                   –                –                   –
     Comprehensive income                    $     2,387,604
     Cash dividends:
       Preferred                                                                –                  –                   –
       Common ($.36 per share)                                                  –                  –                   –
     Common shares issued                                                       –              1,303              21,125
     Treasury shares issued, net                                                –                  –              2,736
     Compensation expense                                                       –                  –           40,528
     Other                                                                      –                  –                 143
BALANCE AT DECEMBER 31, 2005                                               98,387            210,623          4,170,714
     Comprehensive income (loss):
       Net income                            $     2,552,451                     –                –                   –
       Post retirement, net of income tax
       benefit of $2,816                               (6,116)                    –                –                   –
       Commodity hedges, net of income tax
       expense of $187,162                           340,392                     –                –                   –
     Comprehensive income                    $     2,886,727
     Cash dividends:
       Preferred                                                                –                 –                  –
       Common ($.50 per share)                                                  –                 –                  –
     Common shares issued                                                       –             1,742             54,917
     Treasury shares purchased, net                                             –                 –              1,968
     Compensation expense                                                       –                 –             42,085
     Other                                                                      –                 –                111
BALANCE AT DECEMBER 31, 2006                                     $         98,387    $      212,365    $     4,269,795




32
                                         Accumulated
                                            Other              Total
    Retained            Treasury        Comprehensive      Shareholders’
    Earnings             Stock          Income (Loss)         Equity

$     2,445,698     $      (105,169)    $     (151,943)    $   6,532,798

      1,668,754                    –                 –         1,668,754

               –                   –           22,461             22,461



         (5,680)                  –                  –            (5,680)
        (91,433)                  –                  –           (91,433)
              –                   –                  –                 –
              –                   –                  –            26,532
              –               7,844                  –            16,156
              –                   –                  –            34,462
              –                   –                  –               371
      4,017,339             (97,325)          (129,482)        8,204,421

       2,623,730                   –                 –           2,623,730

               –                   –           (236,126)          (236,126)



          (5,680)                  –                  –              (5,680)
        (118,526)                  –                  –            (118,526)
               –                   –                  –              22,428
               –               7,561                  –              10,297
               –                   –                  –            40,528
               –                   –                  –                 143
       6,516,863             (89,764)          (365,608)         10,541,215

      2,552,451                    –                 –          2,552,451

               –                   –            (6,116)             (6,116)

               –                   –           340,392            340,392



         (5,680)                  –                  –             (5,680)
       (165,059)                  –                  –           (165,059)
              –                   –                  –             56,659
              –            (166,967)                 –           (164,999)
              –                   –                  –             42,085
              2                  (8)                 –                105
$     8,898,577     $      (256,739)    $      (31,332)    $   13,191,053




                                                                               33
Eleven-Year Statistical Summary


(In millions of dollars, except as otherwise indicated)

                                                                   2006         2005         2004         2003
Financial Data
     Oil and gas production revenues                                8,074.3      7,457.3      5,308.0      4,198.9
     Gain on China divestiture                                      173,545             –            –            –
     Other                                                             41.0         126.9         24.6         (8.6)
     Consolidated revenues                                          8,288.8      7,584.2      5,332.6      4,190.3
     Income (loss) attributable to common stock                     2,546.8       2,618.1      1,663.1      1,116.2
     Net cash provided by operating activities                      4,312.9      4,332.3       3,231.5     2,705.9
     Oil and gas capital expenditures (including acquisitions)      6,053.9      3,464.0      3,455.7      3,073.8
     Total assets                                                  24,308.2      19,271.8     15,502.5     12,416.1
     Long-term debt                                                 2,019.8       2,192.0      2,588.4      2,327.0
     Shareholders’ equity                                          13,191.1      10,541.2     8,204.4      6,532.8
     Common shares outstanding at year end                            330.7         330.1         327.5       324.5
     Amortization of oil and gas properties-recurring               1,698.6       1,325.3       1,149.2     1,003.3

     Effective tax rate (benefit)                                       36.3%         37.6%       37.3%        43.0%
     Future cash inflows                                            93,906.1     100,673.3    66,103.4     46,959.0

Shareholder Data
     Basic net income (loss) per common share                          7.72         7.96         5.10         3.46
     Cash dividends per common share                                      .45        .34          .26           .21
     Shareholders’ equity per common share                            39.60        31.63        24.75        19.83

Operations Data
     Natural gas production (Bcf)                                     580.0        461.3        452.0       444.3
     Oil, condensate and natural gas liquids production (MMbbls)       86.2         89.0         88.7         78.3
     Total production (MMboe)                                         182.9        165.9        164.1        152.3
     Average price of natural gas (per Mcf)                            5.17         6.35         4.91         4.61
     Average price of oil (per barrel)                                59.92        51.66        35.24       27.76
     Oil, condensate and NGL reserves (MMbbls):
       Proved developed                                               728.5        676.7        662.7        593.7
       Proved undeveloped                                             332.6        299.2        269.4        250.2
     Natural gas reserves (Bcf):
       Proved developed                                             5,125.5      4,775.9      3,844.1      3,541.0
       Proved undeveloped                                           2,387.4      2,072.1      2,183.9      1,335.0
     Total proved reserves (MMboe)                                  2,313.2       2,117.2     1,936.7      1,656.5
     Reserve life (in years)                                           12.6          12.8         11.8        10.9




34
2002        2001         2000         1999         1998           1997           1996

 2,559.8     2,823.0      2,308.9      1,159.0        773.5         985.4          835.8
       –            –            –           –            –              –              –
       .1       (13.6)        (6.9)         2.7        (0.7)          (4.4)           1.2
 2,559.9     2,809.4      2,302.0       1,161.7      772.8          981.0          837.0
   543.5       703.8         693.1       186.4       (131.4)        154.9           121.4
 1,380.7     1,905.0       1,517.4       638.2        471.5         723.8          490.5
 1,252.6     2,280.2      2,194.7      1,842.3       649.1           911.4         939.9
 9,459.9     8,933.7      7,482.0      5,502.5      3,996.1        4,138.6        3,432.4
  2,158.8    2,244.4       2,193.3      1,879.7     1,343.3        1,501.4         1,235.7
 4,924.3     4,418.5      3,754.6      2,669.4      1,801.8        1,729.2         1,518.5
    302.5      287.9        285.6         263.3       225.8          215.5          208.0
   783.6       760.2        547.5         415.6       359.7          358.9          296.0

    38.3%       39.7%        40.1%        41.7%       (31.0)%         40.1%          39.3%
33,806.4    20,584.9     39,081.9     14,951.6      6,502.7        8,559.9       11,427.4



    1.83        2.44         2.54           .75           (.58)           .74             .61
      .19         .12          .12           .12            .12            .12            .12
   15.95       14.28        12.07         8.96            7.54           8.02           7.30



   394.3       411.5       304.0         239.5        215.4          222.2         205.3
    58.9        57.0        44.6          34.7         27.7           25.2          20.2
   124.6       125.6         95.2         74.6         63.6           62.2          54.4
    2.87        3.70         3.64         2.16         1.93           2.28          2.03
   24.78       23.18        27.41        18.45        12.70          19.24         20.94

   414.4       411.8        354.0        302.0        178.0          203.1          183.2
   222.4       187.6        168.5         113.2        73.0           70.7           52.1

 3,206.5     3,203.8      2,664.8      1,873.7      1,450.1        1,554.3        1,435.3
   848.1       801.5         718.9       477.9        722.1          317.5          190.0
  1,312.5    1,266.9      1,086.4        807.2        613.0          585.7          506.2
     10.5        10.1         11.4        10.8          9.6            9.4            9.3




                                                                                                35
Oil and Gas Reserve Information
We engage Ryder Scott Company, L.P. Petroleum Consultants as independent petroleum engineers to review our estimates of proved hydrocarbon
liquid and gas reserves and provide an opinion letter on the reasonableness of Apache’s internal projections. Ryder Scott opined that they were
in acceptable agreement with the Company’s overall reserve estimates and that the reserves they reviewed conform to the SEC’s definition of
proved reserves as set forth in Rule 210.4-10 (a) of Regulation S-X. The independent reviews typically cover a large percentage of major value fields,
international properties and new wells drilled during the year. During 2006, 2005 and 2004, their review covered 75, 74 and 79 percent of Apache’s
worldwide estimated reserve value, respectively.
     There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and timing of
development expenditures. The following reserve data only represent estimates and should not be construed as being exact.

                                                    (Thousands of barrels)

                                                                                            Crude Oil, Condensate and Natural Gas Liquids
                                                       United                                                       North
                                                       States                Canada         Egypt      Australia     Sea       Argentina       China         Total
Proved developed reserves:
     December 31, 2003                                    265,135              91,501        54,881       26,999      147,880         845        6,448       593,689
     December 31, 2004                                    320,752              87,914        57,084        18,919     172,260          910        4,811      662,650
     December 31, 2005                                    313,580              87,012        59,197       22,550      189,385        1,573       3,393       676,690
     December 31, 2006                                  343,743              102,417         58,366      20,197      178,364      25,378               –     728,464

Total proved reserves:
     Balance December 31, 2003                            389,365             168,406           73,173    53,102      147,880        1,140       10,822       843,888
      Extensions, discoveries and other additions          26,600                 1,106       26,865      10,422        45,261         229            (43)     110,440
      Purchases of minerals in-place                       84,375                   165              –          –          389            –             –       84,929
      Revisions of previous estimates                      (13,588)              (1,207)       (2,955)          2           (4)          (2)        (346)       (18,100)
      Production                                          (27,867)             (10,209)      (19,099)     (9,214)      (19,338)       (207)       (2,775)      (88,709)
      Sales of properties                                     (408)                    –             –          –            –            –             –          (408)
     Balance December 31, 2004                            458,477              158,261        77,984      54,312       174,188       1,160         7,658      932,040
      Extensions, discoveries and other additions           27,055               16,531        37,431       2,623      44,977          880           427       129,924
      Purchases of minerals in-place                         2,020                1,874              –          –            –            –             –         3,894
      Revisions of previous estimates                        4,039                2,591        (4,396)          –            1          45           (110)         2,170
      Production                                          (26,945)              (9,028)       (20,126)     (5,613)    (23,904)       (424)       (2,968)       (89,008)
      Sales of properties                                   (3,078)                  (32)            –          –            –            –             –         (3,110)
     Balance December 31, 2005                            461,568              170,197        90,893      51,322      195,262        1,661         5,007       975,910
      Extensions, discoveries and other additions           12,354              18,430         18,535     23,517        21,777      3,422          3,386        101,421
      Purchases of minerals in-place                        53,853                  643              –          –            –     28,351               –       82,847
      Revisions of previous estimates                       (2,009)                   63            31         24            –         147            (19)        (1,763)
      Production                                          (27,308)              (8,359)      (20,648)     (4,341)      (21,369)    (3,064)         (1,156)     (86,245)
      Sales of properties                                    (3,187)                   –             –          –            –        (724)       (7,218)        (11,129)
Balance December 31, 2006                                 495,271             180,974          88,811     70,522      195,670      29,793               –    1,061,041

      As of December 31, 2006, 2005 and 2004, on a barrel-of-equivalent basis 32, 30 and 33 percent of our estimated worldwide reserves, respec-
tively, were classified as proved undeveloped. Approximately 22 percent of our year-end 2006 estimated proved developed reserves are classified
as proved not producing. These reserves relate to zones that are either behind pipe, or that have been completed but not yet produced, or zones
that have been produced in the past, but are not now producing due to mechanical reasons. These reserves may be regarded as less certain than
producing reserves because they are frequently based on volumetric calculations rather than performance data. Future production associated with
behind pipe reserves is scheduled to follow depletion of the currently producing zones in the same wellbores. It should be noted that additional
capital may have to be spent to access these reserves. The capital and economic impact of production timing are reflected in this Note 14, under
“Future Net Cash Flows.”




36
(Millions of cubic feet)

                                                                 Natural Gas
    United                                                               North                                                 Mboe
    States                 Canada           Egypt         Australia       Sea        Argentina      China        Total         Total

    1,565,855               1,411,877        337,844        218,745        3,902         2,750              –   3,540,973        1,183,851
    1,722,803               1,479,271        474,028        158,789        6,804         2,364              –   3,844,059       1,303,327
    1,711,060               1,799,102        605,687        649,972        7,475         2,594              –   4,775,890       1,472,672
  1,840,105                1,591,157        664,818        584,236         6,840       438,391              –   5,125,547      1,582,722



   2,029,392               1,605,683          550,967       683,273        3,902           2,751            –   4,875,968       1,656,549
      291,303                 542,779         452,509        54,272        3,575          1,007             –   1,345,445         334,681
      268,386                    17,273              –            –             12             –            –      285,671         132,541
        53,816                 (61,695)        (18,572)           1              –             1            –      (26,449)        (22,508)
    (236,660)                (119,669)         (50,412)     (43,228)         (685)       (1,395)            –    (452,049)       (164,050)
           (657)                      –              –            –              –             –            –          (657)           (518)
   2,405,580               1,984,371         934,492        694,318        6,804         2,364              –   6,027,929       1,936,695
     388,844                  526,876         241,420       175,502         1,441         1,350             –    1,335,433        352,496
        17,792                    5,749              –            –              –             –            –        23,541           7,818
        23,470                  (13,717)       (35,071)           –             72            17            –       (25,229)         (2,035)
    (218,080)                (135,749)        (60,484)      (45,003)         (842)        (1,137)           –     (461,295)      (165,890)
       (51,419)                    (938)             –            –              –             –            –       (52,357)        (11,836)
   2,566,187               2,366,592        1,080,357       824,817        7,475         2,594              –   6,848,022        2,117,248
       253,707               248,549           151,086       46,860            118      36,986              –      737,306        224,305
       195,552                    1,500              –            –              –     484,707              –      681,759        196,473
       (74,225)              (102,922)           3,965            4              –        1,858             –      (171,320)        (30,317)
     (243,441)               (147,579)        (79,424)      (67,934)         (753)     (40,878)             –    (580,009)        (182,913)
         (2,418)                    (421)            –            –              –             –            –        (2,839)        (11,602)
   2,695,362                2,365,719       1,155,984       803,747        6,840       485,267              –    7,512,919       2,313,194




                                                                                                                                               37
Future Net Cash Flows
    Future cash inflows are based on year-end oil and gas prices except in those instances where future natural gas or oil
sales are covered by physical contract terms providing for higher or lower amounts. Operating costs, production and ad
valorem taxes and future development costs are based on current costs with no escalation.

    The following table sets forth unaudited information concerning future net cash flows for oil and gas reserves, net
of income tax expense. Income tax expense has been computed using expected future tax rates and giving effect to tax
deductions and credits available, under current laws, and which relate to oil and gas producing activities. This information
does not purport to present the fair market value of the Company’s oil and gas assets, but does present a standardized
disclosure concerning possible future net cash flows that would result under the assumptions used.
(In thousands)

                                                United
                                                States           Canada (1)          Egypt          Australia        North Sea         Argentina         China            Total
2006
Cash inflows                                 $ 42,809,947 $ 22,835,940 $              9,000,743 $ 5,747,306 $ 11,736,209 $                1,775,939 $              – $ 93,906,084
Production costs                              (10,930,520) (7,602,015)              (1,101,859) (1,804,495)  (6,905,086)                  (427,363)               –   (28,771,338)
Development costs                              (3,207,033) (1,888,896)              (1,554,931)   (985,414)    (672,059)                  (190,508)               –    (8,498,841)
Income tax expense                             (8,862,385) (5,049,325)              (2,466,836)   (883,814)  (1,624,701)                  (298,424)               –   (19,185,485)
Net cash flows                                  19,810,009   8,295,704                3,877,117   2,073,583    2,534,363                    859,644                –    37,450,420
10 percent discount rate                       (9,910,108) (4,714,251)              (1,404,781)   (850,124)    (923,183)                  (278,584)               –   (18,081,031)
Discounted future net cash flows (2)         $ 9,899,901 $ 3,581,453 $                2,472,336 $ 1,223,459 $ 1,611,180 $                   581,060 $              – $ 19,369,389

2005
Cash inflows                                 $ 47,315,554 $ 29,305,244 $              8,545,414 $ 4,298,054 $ 10,879,416 $                   77,752 $ 251,906 $          100,673,340
Production costs                              (10,164,938) (7,299,065)                (972,441)  (1,132,858) (6,345,449)                   (22,743)  (42,027)            (25,979,521)
Development costs                               (2,355,717)  (1,189,550)             (1,072,391)   (537,257)    (650,721)                    (3,305)  (34,553)            (5,843,494)
Income tax expense                            (11,098,793) (6,232,460)              (2,307,759)    (715,294)  (1,355,266)                   (5,746)  (39,906)            (21,755,224)
Net cash flows                                  23,696,106   14,584,169               4,192,823    1,912,645   2,527,980                     45,958   135,420               47,095,101
10 percent discount rate                       (11,617,808) (7,868,888)             (1,537,495)    (723,140)    (787,319)                   (8,598)  (23,504)            (22,566,752)
Discounted future net cash flows (2)         $ 12,078,298 $ 6,715,281 $               2,655,328 $ 1,189,505 $ 1,740,661 $                    37,360 $ 111,916 $            24,528,349

2004
Cash inflows                                 $ 32,557,246 $ 17,140,078 $               6,233,328 $ 3,065,332 $ 6,783,414 $                   37,659 $ 286,304 $            66,103,361
Production costs                                (8,185,633) (7,451,626)                (818,876)    (891,117) (4,098,870)                   (12,339)    (76,941)         (21,535,402)
Development costs                               (1,620,421)   (584,160)               (596,249)    (422,045)    (569,435)                    (3,795)    (21,425)           (3,817,530)
Income tax expense                             (7,342,348)   (2,461,911)             (1,790,617)   (423,263)    (617,244)                    (4,268)   (38,046)          (12,677,697)
Net cash flows                                 15,408,844     6,642,381               3,027,586    1,328,907    1,497,865                     17,257    149,892            28,072,732
10 percent discount rate                       (7,414,246)   (3,177,411)              (1,165,331)  (568,722)     (418,169)                   (3,740)   (29,035)          (12,776,654)
Discounted future net cash flows (2)         $ 7,994,598 $ 3,464,970 $                 1,862,255 $   760,185 $ 1,079,696 $                     13,517 $ 120,857 $          15,296,078
  1)      Prior to 2007, Canadian provincial tax credits were included in the estimated future net cash flows. Effective January 1, 2007, the Alberta government eliminated the Royalty
          Tax Credit program.
  2)      Estimated future net cash flows before income tax expense, discounted at 10 percent per annum, totaled approximately $29.6 billion, $35.9 billion and $22.2 billion as of
          December 31, 2006, 2005 and 2004, respectively.




38
BOARD                 OF        DIRECTORS
Frederick M. Bohen (3)(5)                         Patricia Albjerg Graham(4)                      Charles J. Pitman (4)
Former Executive Vice President and               Charles Warren Research Professor Emerita       Former Regional President - Middle
Chief Operating Officer,                          of the History of American Education,           East/Caspian/Egypt/India, BP Amoco plc;
The Rockefeller University                        Harvard University                              Sole Member, Shaker Mountain Energy
                                                                                                  Associates, LLC
G. Steven Farris (1)                              John A. Kocur (1)(3)
President, Chief Executive Officer and            Attorney at Law;                                Raymond Plank (1)
Chief Operating Officer,                          Former Vice Chairman of the Board,              Founder and Chairman of the Board,
Apache Corporation                                Apache Corporation                              Apache Corporation

Randolph M. Ferlic, M.D. (1)(2)                   George D. Lawrence (1)(3)                       Jay A. Precourt (4)
Founder and Former President,                     Private Investor;                               Chairman of the Board, Hermes
Surgical Services of the Great Plains, P.C.       Former Chief Executive Officer,                 Consolidated, Inc.
                                                  The Phoenix Resource Companies, Inc.
Eugene C. Fiedorek (2)
Private Investor, Former Managing Director,       F. H. Merelli (1)(2)                            (1) Executive Committee
EnCap Investments L.C.                            Chairman of the Board, Chief Executive          (2) Audit Committee
                                                  Officer and President, Cimarex Energy Co.       (3) Management Development and
A. D. Frazier, Jr. (3)(5)                                                                             Compensation Committee
Chairman and Chief Executive Officer,             Rodman D. Patton (2)                            (4) Corporate Governance and
Danka Business Systems PLC                        Former Managing Director,                           Nominating Committee
                                                  Merrill Lynch Energy Group                      (5) Stock Option Plan Committee




CORPORATE OFFICERS
Raymond Plank                          Floyd R. Price                     Thomas P. Chambers                   W. Kregg Olson
Founder and Chairman of the            Executive Vice President           Vice President                       Vice President
Board                                  Eurasia, Latin America             Corporate Planning                   Corporate Reservoir Engineering
                                       and New Ventures
G. Steven Farris                                                          John J. Christmann                   Jon W. Sauer
President,                             Jon A. Jeppesen                    Vice President                       Vice President
Chief Executive Officer and            Senior Vice President              Business Development                 Tax
Chief Operating Officer
                                       P. Anthony Lannie                  Matthew W. Dundrea                   Cheri L. Peper
Michael S. Bahorich                    Senior Vice President and          Vice President and Treasurer         Corporate Secretary
Executive Vice President               General Counsel
Exploration and Production                                                Robert J. Dye
Technology                             Sarah B. Teslik                    Vice President
                                       Senior Vice President              Investor Relations
John A. Crum                           Policy and Governance
Executive Vice President                                                  Rebecca A. Hoyt
                                       Jeffrey M. Bender                  Vice President and Controller
Rodney J. Eichler                      Vice President
Executive Vice President and           Human Resources                    Anthony R. Lentini, Jr.
General Manager,                                                          Vice President
Apache Egypt Companies                 Michael J. Benson                  Public and International Affairs
                                       Vice President
Roger B. Plank                         Security                           Janine J. McArdle
Executive Vice President and                                              Vice President
Chief Financial Officer                                                   Oil and Gas Marketing



                                                                                                                                                 39
SHAREHOLDER INFORMATION

Stock Data
                                               Dividends                          Dividend Reinvestment Plan
                         Price Range           per Share                          Shareholders of record may invest their dividends automatically in additional
                                                                                  shares of Apache common stock at the market price. Participants may also invest
                       High        Low     Declared     Paid                      up to an additional $25,000 in Apache shares each quarter through this service. All
2006                                                                              bank service fees and brokerage commissions on purchases are paid by Apache. A
First Quarter         $76.25     $63.17      $.10       $.10                      prospectus describing the terms of the Plan and an authorization form may be
Second Quarter         75.66      56.50       .10        .10                      obtained from the Company’s stock transfer agent, Wells Fargo Bank, N.A.
Third Quarter          72.40      59.18       .15        .10
Fourth Quarter         70.50      59.99       .15        .15                      Direct Registration
                                                                                  Shareholders of record may hold their shares of Apache common stock in book-
2005                                                                              entry form. This eliminates costs related to safekeeping or replacing paper stock
First Quarter         $65.90     $47.45      $.08       $.08                      certificates. In addition, shareholders of record may request electronic movement
Second Quarter         67.99       51.52      .08        .08                      of book-entry shares between your account with the Company’s stock transfer
Third Quarter          78.60      64.85       .10        .08                      agent and your broker. Stock certificates may be converted to book-entry shares
Fourth Quarter         75.95      59.36       .10        .10                      at any time. Questions regarding this service may be directed to the Company’s
                                                                                  stock transfer agent, Wells Fargo Bank, N.A.
The Company has paid cash dividends on its common stock for 42 con-
secutive years through December 31, 2006. Future dividend payments                Annual Meeting
will depend upon the Company’s level of earnings, financial require-              Apache will hold its annual meeting of shareholders at 10 a.m. on Wednesday,
ments and other relevant factors.                                                 May 2, 2007, in the Ballroom, Hilton Houston Post Oak, 2001 Post Oak
                                                                                  Boulevard, Houston, Texas. Apache plans to webcast the annual meeting live;
Apache common stock (symbol APA) is listed on the New York and                    connect through the Apache Web site: http://www.apachecorp.com.
Chicago stock exchanges and the NASDAQ National Market. At
December 31, 2006, the Company’s shares of common stock outstanding               Stock Held in “Street Name”
were held by approximately 7,000 shareholders of record and 319,000               The Company maintains a direct mailing list to ensure that shareholders with
beneficial owners. Also listed on the New York Stock Exchange are:                stock held in brokerage accounts receive information on a timely basis.
                                                                                  Shareholders wishing to be added to this list should direct their requests to
• Apache Finance Canada’s 7.75% notes, due 2029 (symbol APA 29)                   Apache’s Public and International Affairs Department, 2000 Post Oak Boulevard,
                                                                                  Suite 100, Houston, Texas, 77056-4400, by calling (713) 296-6157 or by registering
Corporate Offices                                                                 on Apache’s Web site: http://www.apachecorp.com.
One Post Oak Central
2000 Post Oak Boulevard                                                           Form 10-K Request
Suite 100                                                                         Shareholders and other persons interested in obtaining, without cost, a copy of
Houston, Texas 77056-4400                                                         the Company’s Form 10-K filed with the Securities and Exchange Commission
(713) 296-6000                                                                    may do so by writing to Cheri L. Peper, Corporate Secretary, 2000 Post Oak
                                                                                  Boulevard, Suite 100, Houston, Texas, 77056-4400.
Independent Public Accountants
Ernst & Young LLP                                                                 Investor Relations
Five Houston Center                                                               Shareholders, brokers, securities analysts or portfolio managers seeking information
1401 McKinney Street, Suite 1200                                                  about the Company are welcome to contact Robert J. Dye, Vice President of
Houston, Texas 77010-2007                                                         Investor Relations, at (713) 296-6662.

Stock Transfer Agent and Registrar                                                Members of the news media and others seeking information about the
Wells Fargo Bank, N.A.                                                            Company should contact Apache's Public and International Affairs Department
Attn: Shareowner Services                                                         at (713) 296-6107.
P.O. Box 64854
South St. Paul, Minnesota 55164-0854                                              Web site: http://www.apachecorp.com
(651) 450-4064 or (800) 468-9716

Communications concerning the transfer of shares, lost certificates, dividend
checks, duplicate mailings or change of address should be directed to the stock
transfer agent. Shareholders may access account information on the Web site:
http://www.shareowneronline.com.




40
APACHE CORPORATION
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
www.apachecorp.com

						
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