Form 10-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-4300

 

 

APACHE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware   41-0747868

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400

(Address of principal executive offices)

Registrant’s telephone number, including area code (713) 296-6000

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, $0.625 par value   New York Stock Exchange, Chicago Stock Exchange
  and NASDAQ National Market
Preferred Stock Purchase Rights   New York Stock Exchange and Chicago Stock Exchange
Apache Finance Canada Corporation   New York Stock Exchange
7.75% Notes Due 2029  
Irrevocably and Unconditionally  
Guaranteed by Apache Corporation  

Depositary Shares Representing a 1/20th

Interest in a Share of 6.00% Mandatory

Convertible Preferred Stock, Series D

  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.625 par value

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨    No  x

 

Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2011

   $ 47,361,451,733   

Number of shares of registrant’s common stock outstanding as of January 31, 2012

     384,321,970   

 

 

Documents Incorporated By Reference

Portions of registrant’s proxy statement relating to registrant’s 2012 annual meeting of stockholders have been incorporated by reference in Part II and Part III of this annual report on Form 10-K.

 

 

 


Explanatory Note

Apache Corporation (“Apache” or “the Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K (this “Amendment”) solely to amend the signature page and the related Exhibit 24.1, which were inadvertently omitted from the original Form 10-K filed on February 29, 2012 (the “Original Form 10-K”). The original signature page was executed on February 28, 2011, and was in the Company’s possession at the time of the filing. In addition, we are including in this Amendment currently dated certifications from our Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002 in Exhibits 31.1 and 31.2. Except as described above, no attempt has been made in this Amendment to modify or update disclosures presented in the Original Form 10-K. This Amendment does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our filings with the SEC subsequent to the filing of the Original Form 10-K.

 

1


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

APACHE CORPORATION

 

/s/ G. Steven Farris

G. Steven Farris

Chairman of the Board and

Chief Executive Officer

Dated: February 28, 2012

POWER OF ATTORNEY

The officers and directors of Apache Corporation, whose signatures appear below, hereby constitute and appoint G. Steven Farris, Roger B. Plank, P. Anthony Lannie and Rebecca A. Hoyt, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this report and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name

  

Title

 

Date

/s/ G. Steven Farris

   Chairman of the Board and   February 28, 2012
G. Steven Farris    Chief Executive Officer  
   (principal executive officer)  

/s/ Thomas P. Chambers

   Executive Vice President and   February 28, 2012
Thomas P. Chambers    Chief Financial Officer  
   (principal financial officer)  

/s/ Rebecca A. Hoyt

   Vice President and   February 28, 2012
Rebecca A. Hoyt    Chief Accounting Officer  
   (principal accounting officer)  

 

2


 

Name

  

Title

 

Date

/s/ Randolph M. Ferlic        

  

Director

  February 28, 2012
Randolph M. Ferlic     

/s/ Eugene C. Fiedorek        

  

Director

  February 28, 2012
Eugene C. Fiedorek     

/s/ A. D. Frazier, Jr.        

  

Director

  February 28, 2012
A. D. Frazier, Jr.     

/s/ Patricia Albjerg Graham        

  

Director

  February 28, 2012
Patricia Albjerg Graham     

/s/ Scott D. Josey          

  

Director

  February 28, 2012
Scott D. Josey     

/s/ Chansoo Joung        

  

Director

  February 28, 2012
Chansoo Joung     

/s/ John A. Kocur        

  

Director

  February 28, 2012
John A. Kocur     

/s/ George D. Lawrence        

  

Director

  February 28, 2012
George D. Lawrence     

/s/ William C. Montgomery        

  

Director

  February 28, 2012
William C. Montgomery     

/s/ Rodman D. Patton        

  

Director

  February 28, 2012
Rodman D. Patton     

/s/ Charles J. Pitman        

  

Director

  February 28, 2012
Charles J. Pitman     

 

3


Exhibits

 

EXHIBIT

NO.

       

DESCRIPTION

*31.1      Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer.
*31.2      Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer.

 

* Filed herewith

 

4


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

APACHE CORPORATION

 

/s/ THOMAS P. CHAMBERS

Thomas P. Chambers
Executive Vice President and Chief Financial Officer
(principal financial officer)

Dated: March 1, 2012

 

5


EXHIBIT INDEX

 

EXHIBIT

NO.

       

DESCRIPTION

*31.1      Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer.
*31.2      Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer.

 

* Filed herewith.

 

6