Fitch Downgrades Apache's L-T IDR & Sr Unsecured Notes to 'BBB+' Following Announced Bond Launch

  Fitch Downgrades Apache's L-T IDR & Sr Unsecured Notes to 'BBB+' Following
  Announced Bond Launch

Business Wire

CHICAGO -- November 28, 2012

Fitch Ratings has downgraded Apache Corporation's (NYSE: APA) Long-Term Issuer
Default Rating (IDR) and senior unsecured ratings from 'A-' to 'BBB+'
following the company's announced issuance of senior unsecured notes. Net
proceeds from the issuance will be used to repay commercial paper (CP)
borrowings and for general corporate purposes. The notes will rank pari passu
with Apache's other existing senior unsecured obligations. Apache's Ratings
Outlook has been revised from Negative to Stable.

Fitch downgrades Apache Corporation's ratings as follows:

--Long-Term IDR to 'BBB+' from 'A-';

--Senior unsecured credit facility to 'BBB+' from 'A-';

--Senior unsecured notes to 'BBB+' from 'A-';

--Preferreds to 'BBB' from 'BBB+'.

Fitch has also affirmed the following ratings:

--Commercial paper at 'F2';

--Short-term IDR at 'F2'.

Ratings Rationale

The main driver for the downgrade is the trend of higher debt levels Apache is
carrying. At Sept. 30, 2012, the company's debt rose to $11.63 billion ($12.25
billion including 50% equity credit for the company's mandatory convertible
preferreds), versus total balance sheet debt of $7.22 billion in 2011 and
$5.07 billion in 2009.

As calculated by Fitch, growth in Apache's debt has outpaced growth in
underlying reserves and production over the last several years, resulting in
balance sheet debt/boe proven developed (PD) reserves of approximately
$5.89/boe at Sept. 30, 2012--up sharply from $3.62/boe in 2011 and more than
double the levels seen in 2008. Similarly, balance sheet debt/boe proven (1p)
reserves and balance sheet debt/flowing barrel are up significantly at
$3.89/boe and $15,022/barrel, versus levels of $2.41/boe and $9,646/barrel in
2011, respectively. As a result of higher debt levels, Apache's credit metrics
have weakened relative to a number of independent E&P peers.

Apache's ratings are supported by the company's size, diversified portfolio of
upstream properties, significant leverage to liquids (just over 50% of the
company's 770,783 boepd of third quarter production was liquids, mostly oil
rather than lower priced NGLs), substantial exposure to higher-priced Brent
and Brent-linked crudes within its oil portfolio, historical track record of
strong growth in reserves and production at economical replacement costs, and
meaningful capex flexibility. While outside the company's control,
persistently high oil prices (average WTI of approximately $95/barrel and
Brent of $112/barrel in 2012) have also been a strong credit positive.

Financial Metrics

Recent latest-twelve-month (LTM) financial metrics are good, and include
balance sheet debt/EBITDA of 0.99 times (x) (versus 0.62x at YE 2011), FFO
interest coverage of 18.6x (versus 21.3x at YE 2011), and free cash flow of
$60 million (versus $2.57 billion at YE 2011). Looking forward, Fitch believes
Apache will be moderately free cash flow (FCF) negative in 2013.

Increased Acquisition Activity

The company's Outlook was revised to Negative in January due to the leveraging
impact of the $2.85 billion Cordillera Energy Partners III acquisition, which
had a large debt financing component (79%), and was relatively low on proven
reserves. The Cordillera acquisition follows a spate of recent acquisitions by
Apache including the ExxonMobil North Sea deal ($1.25 billion); BP Permian,
Canada, and Egypt properties acquisition ($6.4 billion); Devon GoM Shelf
acquisition ($1.05 billion); and the Mariner Energy acquisition ($4.4
billion).

High Capex a Concern

With regards to future capex pressure, Fitch would note that the company's LNG
projects (the Chevron-operated Wheatstone facility in Australia, and the
Apache-operated Kitimat, B.C. export facility) may create funding pressures
over an extended time frame given the long lag between the initial investment
and cash flows as well as the potential for cost overruns. With regards to
Wheatstone, final investment decision (FID) was reached by operator Chevron
and partners in 2011. Apache's share of spending for its 13% stake is
approximately $4 billion. However, initial cash flows from the facility are
not expected until 2016. No FID has been made with regards to Kitimat which
makes its status less certain, but if that project goes ahead, Fitch expects
similar or higher capex requirements given its size and remote location.

Because of their ratable nature, the LNG facilities should lower Apache's
overall cash flow volatility once up and running. However, in the interim,
credit metrics could be challenged as a sponsor must lean on the remainder of
its portfolio to produce supporting cash flows. Given the large backlog of
investment opportunities created by Apache's spate of acquisitions, as well as
the unique issues created by its current and future potential LNG investments,
capex pressures on the company may be significant over the near to medium
term.

Liquidity

At Sept. 30, 2012, Apache's liquidity was adequate. CP balances were $1.8
billion, leaving approximately $1.51 billion, or 46% of availability on its
$3.3 billion in committed unsecured revolver capacity. Of this, $1.0 billion
in capacity matures in August 2016, and the remaining $2.3 billion matures in
June 2017. All revolvers are U.S. dollar denominated facilities which can be
used to backstop Apache's $3.0 billion CP program. Near-term maturities are
moderate and include $900 million due in 2013 ($500 million in 5.25% notes and
$400 million in 6.00%), $350 million due 2015, and the next maturity due in
2017. Covenant restrictions across Apache's debt instruments are light and
include a 60% debt-to-capitalization maximum across its unsecured revolvers,
as well as limitations on sale leasebacks and change of control provisions.

Other Liabilities

Apache's other obligations are manageable. The deficit on pension benefit
plans at year-end 2011 was just $5 million. The company's Asset Retirement
Obligation (ARO) rose to $4.23 billion at the end of the third quarter, versus
$3.89 billion seen at year-end (YE) 2011 and more than double the $1.78
billion seen in 2009. Accrued environmental reserves at the end of the third
quarter were $102 million. Commodity derivatives exposure is limited as the
company's policy is to keep its output exposed to the spot market prices. The
company had a net commodity derivative asset of just $59 million at Sept. 30,
2012. Apache continues to have meaningful exposure to Egypt, although this
should decline on a percentage basis following the impact of recent
acquisitions.

WHAT COULD TRIGGER A RATING ACTION

Positive: Future developments that could lead to positive rating actions
include:

--Sustained improvement in debt/boe metrics achieved through debt reductions
and/or growth in reserves and production; or other credit supportive actions.

Negative: Future developments that could lead to negative rating action
include:

--Significant additional leverage added to the balance sheet stemming from
expansions in capex; a large leveraging transaction or transactions; or
debt-funded share buybacks;

---A sustained collapse in oil prices without offsetting adjustments;

--A major operational issue or reserve impairment.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Relevant Research:

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Updating Fitch's Oil & Gas Price Deck' (Aug. 15, 2012);

--'Statistical Review of U.S. E&P Companies' (May 10, 2012)

--'Dividend Policy in the Energy Sector--Low Oil Prices Could Create Cash Flow
Stress' (Feb. 29, 2012).

--'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis'(Dec. 15, 2011).

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Statistical Review of U.S. E&P Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=677881

Dividend Policy in the Energy Sector -- Low Oil Prices Could Create Cash Flow
Stress

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=672197

Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=656516

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Contact:

Fitch Ratings
Primary Analyst
Mark C. Sadeghian, CFA, +1-312-368-2090
Senior Director
Fitch, Inc.
70 W. Madison Street
Chicago, IL 60602
or
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Associate Director
or
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Senior Director
or
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