APCO OIL & GAS INTERNATIONAL INC - FORM 10-Q

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EX-32 - EXHIBIT 32 - APCO OIL & GAS INTERNATIONAL INC	apcoex3210q32013.htm
EX-31.2 - EXHIBIT 31.2 - APCO OIL & GAS INTERNATIONAL INC	apcoex31210q32013.htm
EXCEL - IDEA: XBRL DOCUMENT - APCO OIL & GAS INTERNATIONAL INC	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - APCO OIL & GAS INTERNATIONAL INC	apcoex31110q32013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended September 30, 2013

¨ 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 0-8933

APCO OIL AND GAS INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)



CAYMAN ISLANDS
(State or Other Jurisdiction of	EIN 98-0199453
Incorporation or Organization)	(I.R.S. Employer Identification No.)

ONE WILLIAMS CENTER, 35^th FLOOR
TULSA, OKLAHOMA	74172
(Address of Principal Executive Offices)	(Zip Code)

(Registrant's Telephone Number, Including Area Code)	(539) 573-2164

NO CHANGE

(Former name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 Web site, 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 such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

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. (Check one):

Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer ¨ Smaller Reporting Company ¨

(Do not check if a 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

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.



Class	Outstanding at November 1, 2013
Ordinary Shares, $0.01 Par Value	9,139,648 Shares
Class A Shares, $0.01 Par Value	20,301,592 Shares

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APCO OIL AND GAS INTERNATIONAL INC.

INDEX



PART I.	FINANCIAL INFORMATION
			Page No.
	Item 1.	Financial Statements - Unaudited

		Consolidated Balance Sheets – September 30, 2013 and December 31, 2012	4

		Consolidated Statements of Income and Comprehensive Income – Three and Nine Months Ended September 30, 2013 and 2012	5

		Consolidated Statements of Changes in Equity – Nine Months Ended September 30, 2013 and 2012	6

		Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2013 and 2012	7

		Notes to Consolidated Financial Statements	8

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27

	Item 4.	Controls and Procedures	29

PART II	OTHER INFORMATION

	Item 1.	Legal Proceedings	30

	Item 1A.	Risk Factors	30

	Item 6.	Exhibits	31

FORWARD-LOOKING STATEMENTS

Certain matters contained in this report include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” "seeks," “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “objectives,” “planned,” “potential,” “projects,” “scheduled,” “will” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:


•	Amounts and nature of future capital expenditures;


•	Volumes of future oil, gas and liquefied petroleum gas (“LPG”) production;


•	Expansion and growth of our business and operations;


•	Financial condition and liquidity;


•	Business strategy;


•	Estimates of proved oil and gas reserves;


•	Reserve potential;


•	Development drilling potential;

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•	Cash flow from operations or results of operations;


•	Seasonality of natural gas demand; and


•	Oil and natural gas prices and demand for those products.

Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:


•	Availability of supplies (including the uncertainties inherent in assessing, estimating, acquiring and developing future oil and natural gas reserves), market demand, volatility of prices and the availability and cost of capital;


•	Inflation, interest rates, fluctuation in foreign currency exchange rates, tax rate changes, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers);


•	The strength and financial resources of our competitors;


•	Development of alternative energy sources;


•	The impact of operational and development hazards;


•	Costs of, changes in, or the results of laws, government regulations (including climate change legislation and/or potential additional regulation of drilling and completion of wells), environmental liabilities and litigation;


•	Political conditions in Argentina, Colombia, and other parts of the world;


•	The failure to renew participation in hydrocarbon concessions granted by the Argentine government on reasonable terms;


•	Risks related to strategy and financing, including restrictions stemming from our loan agreement and the availability and cost of credit;


•	Risks associated with future weather conditions, volcanic activity and earthquakes;


•	Acts of terrorism; and


•	Additional risks described in our filings with the Securities and Exchange Commission (“SEC”).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

APCO OIL AND GAS INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



(Amounts in Thousands)	September 30, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	46,873		$	32,669
Accounts receivable	15,990			19,208
Inventory	5,675			4,074
Restricted cash	340			3,749
Other current assets	11,060			4,877
Total current assets	79,938			64,577
Property and Equipment:
Cost, successful efforts method of accounting	342,256			313,323
Accumulated depreciation, depletion and amortization	(182,446		)	(157,907		)
	159,810			155,416
Argentine investment, equity method	120,868			108,710
Deferred income tax asset	—			1,254
Restricted cash	5,000			5,170
Other assets (net of allowance of $422 at September 30, 2013 and $486 at December 31, 2012)	732			1,580
Total Assets	$	366,348		$	336,707
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	12,575		$	13,983
Affiliate payables	748			1,764
Accrued liabilities	11,806			7,742
Income taxes payable	4,159			4,647
Total current liabilities	29,288			28,136
Long-term debt	5,500			7,500
Deferred income tax liability	12,644			—
Long-term liabilities	4,749			4,095
Contingent liabilities and commitments (Note 9)
Equity:
Shareholders' equity
Share capital, 60,000,000 shares authorized, par value $0.01 per share;
Ordinary shares, 9,139,648 shares issued and outstanding	91			91
Class A shares, 20,301,592 shares issued and outstanding	203			203
Additional paid-in capital	9,106			9,106
Accumulated other comprehensive loss	(1,826		)	(1,597		)
Retained earnings	306,346			288,931
Total shareholders' equity	313,920			296,734
Noncontrolling interests in consolidated subsidiaries	247			242
Total equity	314,167			296,976
Total liabilities and equity	$	366,348		$	336,707

The accompanying notes are an integral part of these consolidated financial statements.

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APCO OIL AND GAS INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)



(Amounts in Thousands Except Per Share Amounts)	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
REVENUES:
Oil revenues	$	27,425		$	30,454		$	85,652		$	83,373
Natural gas revenues	4,258			3,646			12,704			11,039
LPG revenues	430			680			1,555			2,206
Other revenues	1,559			186			10,830			1,391
Total revenues	33,672			34,966			110,741			98,009
COSTS AND OPERATING EXPENSES:
Production and lifting costs	8,576			8,017			25,998			20,885
Taxes other than income	5,753			6,091			17,497			17,761
Transportation and storage	685			655			2,328			1,267
Selling and administrative	3,461			3,134			10,925			9,221
Depreciation, depletion and amortization	7,884			7,164			24,522			18,320
Exploration expense	206			2,373			4,429			10,476
Foreign exchange losses (gains)	769			(153		)	1,976			(407		)
Other expense (income)	317			271			(2,898		)	(1,696		)
Total costs and operating expenses	27,651			27,552			84,777			75,827
TOTAL OPERATING INCOME	6,021			7,414			25,964			22,182
INVESTMENT INCOME:
Interest and other income (expense)	261			(73		)	525			(205		)
Equity income from Argentine investment	4,221			6,436			15,544			22,069
Total investment income	4,482			6,363			16,069			21,864
Income before income taxes	10,503			13,777			42,033			44,046
Income taxes	16,533			3,533			24,588			11,015
NET INCOME (LOSS)	(6,030		)	10,244			17,445			33,031
Less: Net income attributable to noncontrolling interests	8			13			30			44
Net income (loss) attributable to Apco Oil and Gas International Inc.	$	(6,038	)	$	10,231		$	17,415		$	32,987
OTHER COMPREHENSIVE INCOME:
Pension plan liability adjustment in consolidated and equity interests (net of Argentine taxes of $123 in 2013 and $(10) in 2012)	(229		)	42			(229		)	42
Comprehensive income (loss) attributable to Apco Oil and Gas International Inc.	$	(6,267	)	$	10,273		$	17,186		$	33,029
Amounts attributable to Apco Oil and Gas International Inc.:
Earnings per share – basic and diluted:
NET INCOME (LOSS) PER SHARE	$	(0.21	)	$	0.35		$	0.59		$	1.12
Average ordinary and Class A shares outstanding – basic and diluted	29,441			29,441			29,441			29,441
Cash dividends declared per ordinary share	$	—		$	—		$	—		$	0.02
Cash dividends declared per Class A share	$	—		$	—		$	—		$	0.02

The accompanying notes are an integral part of these consolidated financial statements.

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APCO OIL AND GAS INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)



	For the Nine Month Period Ended September 30,
(Amounts in Thousands)	2013									2012
	Shareholders' Equity			Noncontrolling Interests			Total			Shareholders' Equity			Noncontrolling Interests			Total
Beginning Balance	$	296,734		$	242		$	296,976		$	258,409		$	229		$	258,638
Net income	17,415			30			17,445			32,987			44			33,031
Other comprehensive income (loss)	(229		)	—			(229		)	42			—			42
Total comprehensive net income	17,186			30			17,216			33,029			44			33,073
Cash dividends declared	—			—			—			(589		)	—			(589		)
Dividends and distributions to
noncontrolling interests	—			(25		)	(25		)	—			(2		)	(2		)
Ending Balance	$	313,920		$	247		$	314,167		$	290,849		$	271		$	291,120

The accompanying notes are an integral part of these consolidated financial statements.

Index

APCO OIL AND GAS INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



	Nine Months Ended
(Amounts in Thousands)	September 30,
	2013			2012
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	17,445			$	33,031
Adjustments to reconcile to net cash provided by operating activities:
Equity income from Argentine investment	(15,544		)	(22,069		)
Dividends received from Argentine investment	3,257			6,855
Deferred income tax expense	13,742			(487		)
Depreciation, depletion and amortization	24,522			18,320
Provision for loss on property, plant & equipment	1,567			1,898
Recovery of costs on sale of properties	(3,642		)	(2,809		)
Changes in accounts receivable	3,218			(6,670		)
Changes in inventory	(1,584		)	(1,580		)
Changes in other current assets	(6,183		)	(2,951		)
Changes in accounts payable	4,388			663
Changes in affiliate payables, net	(1,016		)	1,086
Changes in accrued liabilities	2,161			648
Changes in income taxes payable	(488		)	3,561
Other, including changes in noncurrent assets and liabilities	1,281			1,087
Net cash provided by operating activities	43,124			30,583
CASH FLOW FROM INVESTING ACTIVITIES:
Property plant and equipment:
Capital expenditures *	(40,914		)	(44,927		)
Sale of properties	8,440			3,087
Changes in restricted cash	3,579			(1,500		)
Net cash used in investing activities	(28,895		)	(43,340		)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from long-term debt	—			6,000
Dividends paid to noncontrolling interest	(25		)	(3		)
Dividends paid	—			(1,178		)
Net cash provided by financing activities	(25		)	4,819
Increase (decrease) in cash and cash equivalents	14,204			(7,938		)
Cash and cash equivalents at beginning of period	32,669			36,899
Cash and cash equivalents at end of period	$	46,873		$	28,961
________________________
* Increases to property plant and equipment, net of asset dispositions	$	(28,933	)	$	(44,431	)
Provision for loss on PP&E	(1,567		)	(1,898		)
Recovery of unproved costs	(4,798		)	(278		)
Changes in related accounts payable, accrued and other liabilities	(5,616		)	1,680
Capital expenditures	$	(40,914	)	$	(44,927	)

The accompanying notes are an integral part of these consolidated financial statements.

APCO OIL AND GAS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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(1)	Basis of Presentation and Summary of Accounting Policies

General Information and Principles of Consolidation

Apco Oil and Gas International Inc. (“Apco”) is an international oil and gas exploration and production company with a focus on South America. Exploration and production will be referred to as “E&P” in this document.

Apco began E&P activities in Argentina in the late 1960s, and as of September 30, 2013, had interests in nine oil and gas producing concessions and two exploration permits in Argentina. E&P activities in Colombia began in 2009 where we have three exploration and production contracts. Our producing operations are located in the Neuquén, Austral, and Northwest basins in Argentina, and in the Llanos basin in Colombia. We also have exploration activities currently ongoing in both Argentina and Colombia.

The consolidated financial statements include the accounts of Apco Oil and Gas International Inc. (a Cayman Islands limited company) and its subsidiaries, Apco Properties Ltd. (a Cayman Islands limited company), Apco Austral S.A. (an Argentine corporation), and Apco Argentina S.A. (an Argentine corporation), which as a group are at times referred to in the first person as “we,” “us,” or “our.” We also sometimes refer to Apco as the “Company.” The Company proportionately consolidates its direct interest of the accounts of its joint ventures into its consolidated financial statements. All intercompany balances and transactions between Apco and its subsidiaries have been eliminated in consolidation.

WPX Energy, Inc. (“WPX”), an independent exploration and production company with operations primarily in North America, owns 68.96 percent of our aggregate Class A and ordinary shares. We are managed by employees of WPX, and all of our executive officers and three of our directors are employees of WPX. Pursuant to an administrative services agreement, WPX provides us with administrative, legal, and management services, as well as office space. We have branch offices in Buenos Aires, Argentina and Bogotá, Colombia. These offices are staffed by employees of Apco and/or contractors retained by us.

Our core operations are located in the Neuquén basin and include our 23 percent working interests in the Entre Lomas, Bajada del Palo and Charco del Palenque concessions and the Agua Amarga exploration permit, and a 40.72 percent equity interest in Petrolera Entre Lomas S.A. (“Petrolera,” a privately owned Argentine corporation), which is accounted for using the equity method (see Note 3). Petrolera is the operator and owns a 73.15 percent working interest in the same properties. Consequently, Apco’s combined direct consolidated and indirect equity interests in the properties underlying the joint ventures total 52.79 percent. In the Neuquén basin we also participate in the Coirón Amargo block in which we hold a 45 percent interest. We sometimes refer to these areas in a group as our “Neuquén basin properties.”

The unaudited, consolidated financial statements of Apco included herein do not include all footnote disclosures normally included in annual financial statements and, therefore, should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012.

In our opinion, all normal recurring adjustments have been made to present fairly the results of the three and nine-month periods ended September 30, 2013 and 2012. The results for the periods presented are not necessarily indicative of the results for the respective complete years.

Other Revenues - Government Tax Credit Certificates

Apco is eligible to earn producer export tax credit certificates as a result of our oil and gas producing activities in Argentina, where the government created various hydrocarbon subsidy programs to promote increased oil production and reserves. The programs grant qualifying companies economic benefits in the form of tax credit certificates that can be utilized to offset export taxes on hydrocarbon exports or can be transferred to third parties at face value. Realized and unrealized gains from these certificates are reported in Other revenues in our Consolidated Statements of Income and Comprehensive Income. See Note 10 for additional discussion about these programs.

APCO OIL AND GAS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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Restricted Cash

At September 30, 2013, we had $5.3 million of restricted cash, which is collateral for letters of credit related to exploration blocks in Colombia. The letters of credit expire on various dates of 2014 and 2015. As of December 31, 2012, a total of $8.9 million was used as collateral for letters of credit and was considered restricted cash.

Inventory Valuation

Our inventory includes hydrocarbons of $1.4 million at September 30, 2013, and $1.1 million at December 31, 2012, which are accounted for at production cost, and spare-parts materials of $4.3 million at September 30, 2013 and $3.0 million at December 31, 2012, which are accounted for at the lower of cost or market.

Property and Equipment

We use the successful-efforts method of accounting for oil and gas exploration and production operations, whereby costs of acquiring non-producing acreage and costs of drilling successful exploration wells and development costs are capitalized. Geological and geophysical costs, including three dimensional (“3D”) seismic survey costs and costs of unsuccessful exploratory drilling are expensed as incurred.

Oil and gas properties are depreciated over their concession lives using the units of production method based on total proved and proved developed reserves. Our proved reserves are limited to the concession life even though a concession’s term may be extended for ten years based on terms to be agreed with the Argentine government. In July of 2013, the terms for our concessions in Tierra del Fuego were extended to August 2026. Incremental proved reserves resulting from these extensions were included in our oil and gas depreciation calculation beginning in the third quarter of 2013, resulting in a lower rate of depreciation for the remaining net book value compared with recent periods. Non oil and gas property is recorded at cost and is depreciated on a straight-line basis, using estimated useful lives of three to 15 years.

We evaluate our long-lived assets for impairment when we believe events or changes in circumstances indicate that the carrying value of an asset (or asset group) may not be recoverable. Typical indicators of a possible impairment include declining oil and gas prices, unfavorable revisions to our reserve estimates, drilling results, or future drilling plans. Depending upon the results of future exploration activities, we could determine that certain properties need to be impaired as we drill and evaluate those areas. See discussion in Note 4 about our exploratory wells in progress and wells pending the determination of proved reserves, and Note 5 about farm-out agreements that have resulted in a recovery of all or a portion of unproved capital costs related to certain unproved areas in Argentina and Colombia.

Nonmonetary Transactions

We account for nonmonetary transactions based on the fair values of the assets involved, which is the same basis as that used in monetary transactions. During the first nine months of 2013 and 2012, we delivered a volume of our oil and natural gas to third parties to satisfy a portion of our provincial production tax obligation. The crude oil inventory and natural gas that was transferred to satisfy this obligation was recognized at fair value. We recorded approximately $712 thousand in natural gas revenues and taxes other than income as a result of this transaction in the first nine months of 2013, and $1.7 million in oil revenues and taxes other than income as a result of this transaction in the first nine months of 2012.

Reclassifications

Certain prior period amounts have been reclassified to conform with current period presentation. We reclassified the amounts in Changes in advances to joint venture partners into Changes in other current assets in the September 30, 2012, Consolidated Statement of Cash Flows to conform to our current balance sheet presentation. We reclassified the Recovery of unproved costs and Provision for loss on property, plant and equipment out of Increases to property, plant and equipment, net of asset dispositions to clarify the amount of capital expenditures in the Consolidated Statements of Cash Flows for the period ending September 30, 2012.

APCO OIL AND GAS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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(2)	Income Taxes

We recorded expenses for income taxes as presented in the following table:



	Three Months Ended September 30,					Nine Months Ended September 30,
	(in Thousands)
	2013		2012			2013		2012
Income taxes:
Current	$	2,802	$	3,611		$	10,846	$	11,502
Deferred	13,731		(78		)	13,742		(487		)
Income tax expense	$	16,533	$	3,533		$	24,588	$	11,015

We are domiciled in the Cayman Islands where there is currently no income tax. However, we are required to pay income taxes in Argentina and in Colombia. We currently pay income tax only in Argentina where most of our oil and gas income generating activities are presently located. Equity income from our investment in Petrolera is recorded on an after-tax basis. We have incurred tax losses related to exploration and production activity in Colombia. We have not recorded any benefit to income tax expense for these losses since it is more likely than not that our activities in Colombia will not generate sufficient taxable income in Colombia to recognize the benefit.

In September 2013, the Argentine government enacted certain tax reform legislation related to capital gains and dividends. The tax reform removes the income tax exemption on income derived from the sale of shares, titles, bonds and other securities that has been provided to non-Argentine residents since 1991. Effective immediately, the sale of such securities is subject to an effective 13.5 percent capital gain tax on the gross proceeds. U.S. GAAP requires the recognition of deferred income taxes on the excess of the amount of financial reporting basis over the tax basis of equity investments, such as our investment in the shares of Petrolera. Previously, the basis difference in our equity investment in Petrolera was not subject to a tax in Argentina or the Cayman Islands. As a result of the Argentine tax reform, we recorded a $13.7 million deferred tax expense in the third quarter of 2013 for the new Argentine capital gain tax associated with our equity investment in Petrolera. Of the total amount of deferred tax expense recorded in the third quarter resulting from the new law, $11.9 million relates to the basis difference that existed in our equity investment in Petrolera as of December 31, 2012.

The tax reform also imposes a ten percent tax on dividends, profit distributions and remittances by permanent establishments (including branches) made to Argentine individuals and foreign shareholders. The ten percent dividend tax will apply to Apco on dividends received from Petrolera, branch remittances, and any dividends paid by our subsidiaries. The new dividend tax will be accrued when dividends are distributed in future periods.

The effective income tax rate for the three and nine months ended September 30, 2013, is higher than the statutory rate in Argentina due to the change in the Argentine tax legislation described above. The effective income tax rate for the three and nine months ended September 30, 2012, is lower than the statutory rate in Argentina due to our equity income from investment in Petrolera partially offset by losses in Colombia for which no tax benefit has been recorded.

As of September 30, 2013 and December 31, 2012, we had no unrecognized tax benefits or reserve for uncertain tax positions.

Our policy is to recognize tax related interest and penalties as interest and other expense, respectively. The statute of limitations for income tax audits in Argentina is six years, and begins on December 31 in the year in which the tax return is filed, therefore the tax years 2006 through 2012 remain open to examination.

APCO OIL AND GAS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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(3)	Investment in Petrolera Entre Lomas S.A.

As described in Note 1, we use the equity method to account for our 40.72 percent investment in Petrolera. Petrolera’s only business is its operatorship and 73.15 percent interest in the Entre Lomas, Bajada del Palo and Charco del Palenque concessions and the Agua Amarga exploration permit.

Under the equity method of accounting, our share of net income (loss) from Petrolera is reflected as an increase (decrease) in our investment account and is also recorded as equity income (loss) from Argentine investment. Dividends from Petrolera are recorded as reductions of our investment.

The carrying amount of our investment in Petrolera is greater than our proportionate share of Petrolera’s net equity by $717 thousand. The reasons for this basis difference are: (i) goodwill recognized on our acquisition of additional Petrolera shares in 2002 and 2003; (ii) certain costs expensed by Petrolera but capitalized by us; (iii) recognition of a provision for a doubtful account associated with a receivable held by Petrolera; and (iv) a difference from periods prior to 1991 when we accounted for our interest in Petrolera under the cost recovery method, which will be recognized upon full recovery of our investment.

Summarized unaudited financial position and results of operations of Petrolera are presented in the following tables.

Petrolera’s financial position was as follows:



	September 30, 2013		December 31, 2012
	(in Thousands)
Current assets	$	80,186	$	84,435
Non current assets	291,384		282,497
Current liabilities	51,778		72,164
Non current liabilities	25,200		30,105

Included in Petrolera’s current assets as of September 30, 2013, is approximately $24 million of cash denominated in Argentine pesos.

Petrolera’s results of operations were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
	(in Thousands)
Revenues	$	73,793	$	83,308	$	228,724	$	245,517
Expenses other than income taxes	54,751		57,055		162,809		158,480
Net income	10,346		15,775		38,096		54,088

The comparative decrease in Petrolera’s net income for the three and nine-month periods in 2013 is primarily a result of lower revenues driven by lower volumes and greater operating costs.

APCO OIL AND GAS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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(4) Exploratory Wells and Exploratory Well Costs Pending the Determination of Proved Reserves

The amount of exploratory wells pending the determination of proved reserves was approximately $6.0 million as of September 30, 2013, representing a change of approximately $1.4 million during the first nine months of 2013 compared with the balance of $4.6 million as of December 31, 2012. The balance as of September 30, 2013, includes costs of $2.9 million for one well that has been capitalized for greater than one year. We have firm plans and contractual commitments including the drilling of additional exploratory wells during 2013 and 2014 to assess the reserves related to these wells and their potential development. In addition, we had exploratory wells in progress that had not been completed of approximately $1.5 million as of September 30, 2013, compared with $1.4 million at December 31, 2012.

In addition to the wells mentioned above, we had capitalized exploratory drilling costs net to our equity interest (which is presented on an after-tax basis) pending the determination of proved reserves of zero as of September 30, 2013, compared with $795 thousand as of December 31, 2012.


(5)	Exploration Expenses and Farm-out Agreements



	Three Months Ended September 30,					Nine Months Ended September 30,
	2013			2012		2013		2012
	(in Thousands)
Geologic and geophysical costs	$	227		$	475	$	2,862	$	8,578
Dry hole costs	(21		)	1,898		1,567		1,898
Total exploration expense	$	206		$	2,373	$	4,429	$	10,476

Our geologic and geophysical costs primarily consist of the acquisition cost of 3D or 2D seismic information. Our dry hole costs are related to the impairment or expensing of unsuccessful exploratory wells or well re-completions of an exploratory nature.

Farm-out Agreements

During the first nine months of 2013, we executed a farm-out agreement under which we assigned a portion of our working interest in one of our Colombian properties subject to governmental approval. Terms of the agreement include a reimbursement of past seismic and drilling costs incurred by us for $8.4 million and a carry of future exploration investments. We recorded a credit to unproved capitalized costs associated with the farm-out of approximately $4.8 million, and a gain of $3.6 million for costs previously recorded as Exploration expense. The gain has been recorded in Other expense (income) within the total costs and operating expenses in the Consolidated Statements of Income and Comprehensive Income.

During the first nine months of 2012, we executed a farm-out agreement under which we assigned up to 44 percent of our working interest in an exploratory area within the Sur Río Deseado Este concession. Terms of this agreement include reimbursement of past investments in the area incurred by Apco. For the reimbursement of our past costs, we recorded a credit to unproved capitalized costs of $278 thousand, and a gain of approximately $2.8 million reflected in Other expense (income) related to seismic investments recorded in prior periods as Exploration expense. The gain has been recorded in Other expense (income) within the total costs and operating expenses in the Consolidated Statements of Income and Comprehensive Income.

APCO OIL AND GAS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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(6)	Other Current Assets

The balance of other current assets consisted of the following:



	September 30, 2013		December 31, 2012
	(in Thousands)
Prepaid expense	$	2,227	$	1,415
Value added tax advances	2,836		2,327
Hydrocarbon subsidy receivable	981		—
Advances with joint venture partners	3,781		356
Interest receivable	84		105
Other current assets	1,151		674
	$	11,060	$	4,877


(7)	Accrued Liabilities

The balance of accrued liabilities consisted of the following:



	September 30, 2013		December 31, 2012
	(in Thousands)
Taxes other than income	$	3,065	$	2,870
Payroll and other general and administrative expenses	1,902		2,205
Advances from joint venture partners	3,131		1,425
Current portion of long-term debt	2,500		500
Accrued oil and gas expenditures	903		—
Other	305		742
	$	11,806	$	7,742


(8)	Debt and Banking Arrangements

We have borrowed $8 million under our banking agreement. Our ability to draw funds from the line of credit under this agreement ended in March 2012. Borrowings under this facility are unsecured and bear interest at the six-month Libor rate plus three percent per annum. Principal amounts will be repaid in four equal semi-annual installments from each borrowing date after a two and a half year grace period. This debt agreement contains covenants that restrict or limit, among other things, our ability to create liens supporting indebtedness, purchase or sell assets outside the ordinary course of business, and incur additional debt. We are in compliance with all debt covenants as of September 30, 2013.

Aggregate minimum maturities of our debt are as follows:



	(in Thousands)
2013	$	500
2014	2,500
2015	3,500
2016	1,500
Total	$	8,000

APCO OIL AND GAS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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(9)	Contingencies

In the third quarter of 2011, we received a claim from the Dirección General de Rentas (the “DGR,” or provincial taxation authority) in the province of Chubut, Argentina, for alleged deficiencies in exploitation canon payments applicable to the Cañadón Ramírez concession during the years 2009 and 2010. The DGR has claimed that we owe an additional $4.3 million pesos (approximately $742 thousand U.S. dollars). In making this assessment, the DGR has failed to acknowledge that we relinquished portions of the original surface area of the concession during those periods. Therefore, we believe this claim has no merit and that the exploitation canon payments made are correct. We initiated an administrative proceeding with the province to challenge the DGR claim in the fourth quarter of 2011. In February 2012, the province rejected our motion for reconsideration. We filed an administrative appeal with the Provincial Ministry of Economy in March 2012. We sold our interest in Cañadón Ramírez at the end of 2010. In September 2013, the provincial tax agency of Chubut granted our appeal and submitted the claim files to the provincial Ministry of Economy and Public Credit for review and final decision.


(10)	Fair Value Measurements

Fair value is the amount received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. Fair value is a market-based measurement considered from the perspective of a market participant. We use market data or assumptions that we believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation. The fair value hierarchy prioritizes the inputs used to measure fair value. Level 3 measurements consist of inputs that are not observable or for which there is little, if any, market activity for the asset or liability being measured. These inputs reflect management’s best estimate of the assumptions market participants would use in determining fair value.

Our Level 3 measurements consist of financial instruments related to benefits from the Argentine government hydrocarbon subsidy program known as Oil Plus. We are eligible to earn producer export tax credit certificates based on production and reserve replacement measurements as provided by government regulations. We apply for the certificates and receive them at the discretion of the government. The certificates can be utilized to offset export taxes on hydrocarbon exports from our direct joint venture interests or can be assigned to third parties at face value. We consider certificates assigned to third parties to be financial instruments.

In February 2012, the Argentine government suspended benefits under the Oil Plus program and ceased granting subsidies to producers. Consequently, we did not realize any benefit from this program in 2012 and we considered all of our unused certificates to be unrealizable as of December 31, 2012.

In early 2013, the government altered its regulations to allow smaller producing companies to resume receiving benefits from the program. Prior to September 30, 2013, certain third parties were allowed to utilize tax certificates that had originally been granted to us and we realized revenues of $1.5 million and $10.2 million, respectively, during the three and nine-month periods ended September 30, 2013. Realized and unrealized gains from the benefits of these programs included in Income before income taxes are reported in Other revenues in our Consolidated Statements of Income and Comprehensive Income.

As of September 30, 2013, the fair value estimate of our remaining and un-utilized financial instruments related to hydrocarbon subsidies is zero. Our fair value estimate is based on a market approach and considers various market participant assumptions, including various levels of required governmental approval, the likelihood of the export of hydrocarbons to generate export taxes for which the subsidies can be utilized since we are only able to export a limited amount of our production, the legal requirement to transfer the certificates to other parties at nominal value and the expected duration of the government export tax regime and subsidy programs based on current factors.

APCO OIL AND GAS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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(11)	Subsequent Events

In October, we received a one-year extension of the exploration permit for the southern part of the Coirón Amargo area. The permit is scheduled to expire in November 2014.

In October, the government allowed a third party to utilize an additional $2 million of Oil Plus tax certificates that had originally been granted to Apco. Accordingly, we will record Other revenues and an account receivable for this amount in October.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis explains the significant factors that have affected our results of operations for the three and nine-month period ended September 30, 2013, compared with the same periods ended September 30, 2012, and our financial condition since December 31, 2012. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part I, Item 1, “Financial Statements,” of this document and our Annual Report on Form 10-K for the year ended December 31, 2012.

Overview of Three and Nine Months Ended September 30, 2013

During the three months ended September 30, 2013, we recognized a net loss of $6 million attributable to Apco Oil and Gas International Inc. compared with net income of $10.2 million for the three months ended September 30, 2012. During the nine months ended September 30, 2013, net income attributable to Apco Oil and Gas International Inc. was $17.4 million compared with net income of $33 million for the same period in 2012. The decrease in net income for the three and nine month periods ended September 30, 2013, compared with the same periods of 2012 is primarily a result of a $13.7 million non-cash deferred income tax expense related to new tax legislation enacted by the Argentine government in the third quarter of 2013. For additional discussion about the government's regulations and their impact to Apco, see Note 2 - Income Taxes to our consolidated financial statements in Item 1 of this report and "Quantitative and Qualitative Disclosures about Market Risk - Economic and Political Environment" in Item 3 of this report.

The unfavorable change in net income for the three and nine months ended September 30, 2013 compared with the same periods in 2012 was also impacted by lower sales volumes, higher operating costs and expenses, and lower equity income. Partially offsetting these changes to net income were benefits realized from the Oil Plus hydrocarbon subsidy program in Argentina. Additionally, the first nine months of 2013 and 2012 benefited from gains of $3.6 million and $2.8 million, respectively, recognized in other income attributable to farm-outs of part of our working interests in properties in Colombia and Argentina.

Net cash provided by operating activities during the first nine months of 2013 was $43.1 million, an increase of $12.5 million compared with the first nine months of 2012. We ended the third quarter with cash and cash equivalents of $47 million, or 13 percent of total assets.

See additional discussion about these items in Results of Operations and Financial Condition and Liquidity below.

Operational Update

During the first nine months of 2013, we participated in the drilling of 20 development wells and three exploration wells in our Neuquén basin properties. At the end of the quarter, an additional three wells spud in 2013 were in various stages of drilling or completion. Our development and exploration drilling program to date has experienced delays compared to our planned activity primarily due to lack of rig availability and prolonged concession extension negotiations. Consequently, growth in production volumes from drilling activity has only partially offset normal production declines during the first nine months of 2013 compared with the same period in 2012. Comparably, during the first nine months of 2012, we participated in the drilling of 25 development wells and three exploration wells.

In Argentina, the stated objective of the government is to increase oil and natural gas production through increased investments by YPF S.A. ("YPF"), now majority owned by the Argentine government. YPF has announced an aggressive multi-year investment plan to achieve that objective and various joint venture partnerships to help fund its planned investments. In addition, in 2013 the government announced the creation of a trust fund of up to $2.0 billion for financing energy investments by entities owned by the government. Following these measures, YPF has contracted a significant amount of the drilling equipment and related services available during 2013. As a result, we have experienced significant delays in obtaining equipment to drill planned wells in our Coirón Amargo, Tierra del Fuego and Sur Río Deseado properties this year. The lack of readily available drilling equipment continues to hamper our ability to stem production declines from our mature properties in the near term.

During the first nine months of 2013, we drilled two wells in the Llanos 32 block in Colombia. The first well, the Bandola #1, was drilled near the Maniceño discovery drilled in 2012 and was completed in April and put on production from the Mirador formation. Studies are underway to optimize field production and operating costs. The second well, the Llanita #1, was drilled on a prospect in the southern half of the block and was determined to be unproductive. We recorded dry hole expense of approximately $1.4 million for this well year-to-date. In Block 32 we also participated in the acquisition of

Index

approximately 98 square kilometers of 3D seismic information at an estimated cost net to Apco of $1.2 million. We have a 20 percent working interest in the Llanos 32 block.

In the Llanos 40 block of Colombia where we have a 50 percent working interest, we are scheduled to begin a four-well exploration drilling campaign in the fourth quarter.

In the second quarter of 2013, we executed a farm-out agreement under which we will assign a portion of our working interest in the Turpial block of Colombia subject to governmental approval. The terms of the agreement include a reimbursement of past seismic and drilling costs incurred by us for approximately $8.4 million and a carry of current and future exploration investments. A committed exploration well has been delayed until the fourth quarter or early 2014.

Concession Contracts in Argentina

The primary term for the portion of the Entre Lomas concession located in Río Negro currently ends in 2016. Approximately one half of the Entre Lomas concession, including our largest producing field, is located in the province of Río Negro. Formal negotiations with the province of Río Negro for the extension of the concession began in May and we expect to obtain all required approvals during 2013. The requirements for extension generally include the negotiation of a cash bonus payment, an increase to provincial production taxes, and a future expenditure program.

In July of 2013, we received the remaining governmental approval of our agreements with the province of Tierra del Fuego to extend the term of our concessions by the ten years provided for in Hydrocarbon Law 17,319. One agreement extends the concession term for the Las Violetas concession. A second agreement extends the concession terms for the Río Cullen and Angostura concessions. The ten-year extensions for all three concessions run through August 17, 2026. Key terms of the Las Violetas agreement include a bonus payment of $5 million ($1.3 million net to Apco), an increase in the provincial production tax rate from 12 percent to 15 percent, and an exploitation investment commitment of $41.9 million ($10.8 million net to Apco), including the drilling of 18 wells and required facilities and $5 million of exploration investments.

In October, we received a one-year extension of the exploration permit for the southern part of the Coirón Amargo area. The permit is scheduled to expire in November 2014.

Index

Results of Operations

The following table and discussion is a summary of our consolidated results of operations for the three and nine months ended September 30, 2013, compared with the three and nine months ended September 30, 2012. Please read this information in conjunction with the Consolidated Statements of Income and Comprehensive Income.



	For the Three Months Ended September 30,
	2013			2012		$ Change from 2012			% Change from 2012
	(in Thousands)
Total revenues	$	33,672		$	34,966	$	(1,294	)	(4	)%
Total costs and operating expenses	27,651			27,552		99			—	%
Operating income	6,021			7,414		(1,393		)	(19	)%
Investment income	4,482			6,363		(1,881		)	(30	)%
Income taxes	16,533			3,533		13,000			368	%
Less: Net income attributable to noncontrolling interests	8			13		(5		)	(38	)%
Net income attributable to Apco	$	(6,038	)	$	10,231	$	(16,269	)	(159	)%

	For the Nine Months Ended September 30,
	2013			2012		$ Change from 2012			% Change from 2012
	(in Thousands)
Total revenues	$	110,741		$	98,009	$	12,732		13	%
Total costs and operating expenses	84,777			75,827		8,950			12	%
Operating income	25,964			22,182		3,782			17	%
Investment income	16,069			21,864		(5,795		)	(27	)%
Income taxes	24,588			11,015		13,573			123	%
Less: Net income attributable to noncontrolling interests	30			44		(14		)	(32	)%
Net income attributable to Apco	$	17,415		$	32,987	$	(15,572	)	(47	)%

Total Revenues

Total revenues for the three months ended September 30, 2013, decreased by $1.3 million primarily due to lower product sales revenues, partially offset by higher Other revenues, compared with the same period in 2012. For the first nine months of 2012, Total revenues increased by $12.7 million compared with the same period in 2012 primarily due to the combination of higher product sales revenues driven by the impact of our Colombian operations and higher Other revenues. The three and nine month periods ended September 30, 2013, included the positive impact of $1.5 million and $10.2 million in Other revenues, respectively, related to benefits from the Oil Plus hydrocarbon subsidy program in Argentina. Absent the impact of these benefits, we estimate that Total revenues - including Other revenues - would have decreased during the third quarter of 2013 by approximately eight percent, and increased by approximately three percent during the first nine months of 2013, compared with the comparable periods of 2012. The following tables and discussion explain the components and variances in operating revenues.

Index

The three and nine month comparisons of our oil, natural gas, and LPG sales volumes and average sales prices for our consolidated interests accounted for as operating revenues are shown in the following tables.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013		2012		% Change		2013		2012		% Change
Sales Volumes
Oil (bbls)	345,886		402,189		(14	)%	1,106,669		1,112,338		(1	)%
Natural gas (mcf)	1,508,785		1,596,095		(5	)%	4,326,553		4,531,475		(5	)%
LPG (tons)	2,365		2,658		(11	)%	7,481		7,918		(6	)%
Oil, Natural gas and LPG (boe)	625,102		699,396		(11	)%	1,915,551		1,960,502		(2	)%

Average Sales Prices
Oil (per bbl)	$	79.29	$	75.72	5	%	$	77.40	$	74.95	3	%
Natural gas (per mcf)	2.82		2.28		24	%	2.94		2.44		21	%
LPG (per ton)	181.83		255.84		(29	)%	207.86		278.61		(25	)%

Revenues ($ in thousands)
Oil revenues	$	27,425	$	30,454	(10	)%	$	85,652	$	83,373	3	%
Natural gas revenues	4,258		3,646		17	%	12,704		11,039		15	%
LPG revenues	430		680		(37	)%	1,555		2,206		(30	)%
	$	32,113	$	34,780	(8	)%	$	99,911	$	96,618	3	%

The volume and price changes in the table above caused the following changes to our oil, natural gas and LPG revenues as follows:



	Three Months Ended September 30,
	Oil			Gas			LPG			Total
	(in Thousands)
2012 Sales	$	30,454		$	3,646		$	680		$	34,780
Changes due to volumes	(4,464		)	(246		)	(53		)	(4,763		)
Changes due to prices	1,435			858			(197		)	2,096
2013 Sales	$	27,425		$	4,258		$	430		$	32,113

	Nine Months Ended September 30,
	Oil			Gas			LPG			Total
	(in Thousands)
2012 Sales	$	83,373		$	11,039		$	2,206		$	96,618
Changes due to volumes	(439		)	(602		)	(91		)	(1,132		)
Changes due to prices	2,718			2,267			(560		)	4,425
2013 Sales	$	85,652		$	12,704		$	1,555		$	99,911

Oil Revenues

The decrease in Oil revenues during the third quarter of 2013 is due to lower sales volumes partially offset by the benefit of higher oil prices. The increase in Oil revenues for the first nine months of 2013 is due primarily to higher realized prices compared with the same period in 2012. During the three and nine month periods ended September 30, 2013, the positive impact of volumes from our Colombian operations was more than offset by a decline in volumes from our Argentine operations compared with the same periods in 2012. The decline in volumes from our Argentine operations was caused by the combination of delayed investment activities from lack of rig availability and prolonged concession extension negotiations, performance of new wells, and the impact of unfavorable changes in oil inventories.

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Other Revenues

Other revenues increased by $1.4 million during the third quarter of 2013 and $9.4 million during the first nine months of 2013 compared with the same periods of 2012. The increase in 2013 is due to the utilization of government tax credit certificates in Argentina from the Oil Plus hydrocarbon subsidy program.

In October, the government allowed a third party to utilize an additional $2 million of Oil Plus tax certificates that had originally been granted to Apco. Although we qualify for additional tax credit certificates, we cannot predict if Apco will be able to realize any additional benefits from the program in the future. For further explanation regarding the hydrocarbon subsidy programs, see Note 1 - Basis of Presentation and Summary of Accounting Policies - Other Revenues - Government Tax Credit Certificates and Note 10 - Fair Value Measurements to our consolidated financial statements in Item 1 of this report, and MD&A - Oil and Natural Gas marketing - Hydrocarbon Subsidy Programs in Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2012.

Total Costs and Operating Expenses

During the third quarter of 2013, Total costs and operating expenses increased by $99 thousand compared with third quarter 2012 primarily due to the combination of greater production and lifting costs and depreciation, depletion and amortization expense, and higher foreign exchange losses, partially offset by lower exploration expense. Notable variances for the comparable quarters include the following:


•	Production and lifting costs increased by $559 thousand primarily due to increased work-over activity in our Neuquén basin properties and the impact of inflation in Argentina on our operations, partially offset by lower production volumes;


•	Selling and administrative costs increased $327 thousand due to higher salary and personnel costs in both Argentina and our executive office. We incurred greater allocated administrative expenses under our administrative services agreement with WPX during 2013;


•	Depreciation, depletion and amortization expense increased by $720 thousand due primarily to higher depreciation rates, which were partially offset by the impact of lower sales volumes (see additional discussion below);


•	Exploration expense decreased by $2.2 million primarily due to the absence of dry hole expense recorded in the third quarter of 2012; and


•	Foreign exchange loss (gains) increased by $922 thousand compared to the same period in 2012 due to the combination of higher cash balances denominated in pesos and peso devaluation experienced in 2013.

During the first nine months of 2013, Total costs and operating expenses increased by $9.0 million compared with the same period in 2012 primarily due to greater production and lifting costs and depreciation, depletion and amortization expense, and higher foreign exchange losses, partially offset by lower exploration expense. Notable variances for the comparable periods include the following:


•	Production and lifting costs increased by $5.1 million due to the impact of inflation in Argentina on our operations, increased costs associated with the growth of our operations in Coirón Amargo, and the impact of our Colombian operations which did not begin to incur operating costs until production began in the third quarter of 2012;


•	Selling and administrative costs increased $1.7 million due to higher salary and personnel costs in both Argentina and our home office. We incurred greater allocated administrative expenses during 2013 under our administrative services agreement with WPX;


•	Depreciation, depletion and amortization expense increased by $6.2 million due primarily to higher depreciation rates and the impact of our Colombian operations which did not begin to incur depletion expense until production began in the third quarter of 2012 (see additional discussion below);


•	Exploration expense decreased by $6 million due to lower geologic and geophysical exploration activity in 2013 compared with 2012; and


•	Foreign exchange loss (gains) increased by $2.4 million compared to the same period in 2012 primarily due to the combination of higher cash balances denominated in pesos and peso devaluation experienced in 2013. During the first

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nine months of 2012, exchanges losses in Argentina were more than offset by exchange gains in Colombia. We did not experience any exchange gains in Colombia to offset the exchange losses in Argentina during the first nine months of 2013.

Depreciation, Depletion and Amortization Expenses (“DD&A”)

The changes in our total volumes, DD&A average rates per unit and DD&A expense of oil and gas properties are shown in the following table:



	Three Months Ended September 30,				Change from 2012			% Change from 2012			Nine Months Ended September 30,				Change from 2012			% Change from 2012
	2013		2012		Change from 2012			% Change from 2012			2013		2012		Change from 2012			% Change from 2012
Consolidated Sales Volumes (Boe)	625,102		699,396		(74,294		)	(11	)%		1,915,551		1,960,502		(44,951		)	(2	)%
DD&A Rate per Boe	$	12.50	$	10.21	$	2.29		22	%		$	12.70	$	9.30	$	3.40		37	%
DD&A Expense (in Thousands)	$	7,814	$	7,143	$	671		9	%	⁽¹⁾	$	24,320	$	18,238	$	6,082		33	%	⁽¹⁾

⁽¹⁾ Percentage totals may not sum due to rounding

The following table details the changes in DD&A expense of oil and gas properties due to changes in volumes and average rates.



	Three Months Ended September 30,			Nine Months Ended September 30,
	(in Thousands)
2012 DD&A	$	7,143		$	18,238
Changes due to volumes	(929		)	(571		)
Changes due to rates	1,600			6,653
2013 DD&A	$	7,814		$	24,320

Our weighted average DD&A rate increased in the third quarter and first nine months of 2013 compared with the same periods in 2012 due to the impact of a greater proportion of sales volumes on a barrel of oil equivalent basis from properties with DD&A rates that are higher than the weighted average rate experienced in the same periods of 2012. Additionally, our DD&A rates have increased as a result of a reduction in proved developed reserves experienced in the fourth quarter of 2012 due to downward revisions of previous estimates. We also are recording DD&A expense related to our Colombian operations of $1.1 million and $3.6 million for the third quarter and first nine months of 2013, respectively, compared with approximately $400 thousand of DD&A expense during the same periods in 2012 when production began in the third quarter of 2012.

In July of 2013, we received the remaining governmental approval for our concession extensions in Tierra del Fuego. Incremental proved reserves resulting from these extensions were included in our oil and gas depreciation calculation beginning in the third quarter of 2013, resulting in a favorable impact on the rate of depreciation for those properties compared with recent periods. We continue working to obtain the ten-year concession extension for our properties in Río Negro. We expect to experience a favorable effect on future DD&A rates beginning in periods when the extensions are obtained as wells whose productive lives extend beyond 2016 will result in the addition of proved developed reserves.

Investment Income

Total investment income decreased by $1.9 million for the third quarter and $5.8 million for the first nine months of 2013 compared with the same periods of 2012 due primarily to lower Equity income from Argentine investment. The decrease in our equity income for the periods in 2013 is due to lower net income of our equity investee, Petrolera. The comparative decrease in Petrolera’s net income is primarily a result of lower revenues driven by lower sales volumes coupled with increases in production and lifting costs, greater depreciation, depletion and amortization expense and higher foreign exchange losses. Total oil sales volumes related to our equity interests in Petrolera decreased by 19 percent and 11 percent for the three and nine months ended September 30, 2013, compared with the same periods in 2012. The decrease in volumes for both periods is

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related to the impact of unfavorable changes in oil inventories combined with a ten and eight percent decline in production volumes for the third quarter and first nine months of 2013 compared with the same periods of 2012.

Income Tax

Income tax expense increased by $13.0 million during the third quarter of 2013 and $13.6 million during the first nine months of 2013 compared with the same periods of 2012 primarily due to new tax legislation in Argentina. In September 2013, the Argentine government enacted certain tax reform legislation related to capital gains and dividends. Included in the tax reform is the removal of the income tax exemption on income derived from the sale of shares, titles, bonds and other securities that has been provided to non-Argentine residents since 1991. Effective immediately, the sale of such securities is subject to an effective 13.5 percent capital gain tax on the gross proceeds. As a result of the Argentine tax reform, we recorded a $13.7 million deferred tax expense for the new capital gain tax associated with our equity investment in Petrolera. The new capital gain tax related to our equity interest in the shares of Petrolera will increase our effective tax rate in future periods, and our accrual for deferred income tax expense will increase by 13.5 percent of the amount of undistributed earnings from our investment in Petrolera. Undistributed earnings are the difference between our equity income and dividends received from our investment in Petrolera. For additional discussion about the government's regulations and their impact to Apco, see Note 2 - Income Taxes to our consolidated financial statements in Item 1 of this report and "Quantitative and Qualitative Disclosures about Market Risk-Economic and Political Environment" in Item 3 of this report.

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Summary of Total Volumes, Sales Prices and Production Costs

The following table reflects our total sales volumes, average sales prices, and our average production costs per unit sold for the periods presented:



	Periods Ending September 30,
	Three Months				Nine Months
	2013		2012		2013		2012
Sales Volumes (1):
Consolidated interests
Crude oil and condensate (Bbls)	345,886		402,189		1,106,669		1,112,338
Gas (Mcf)	1,508,785		1,596,095		4,326,553		4,531,475
LPG (tons)	2,365		2,658		7,481		7,918
Barrels of oil equivalent (Boe)	625,102		699,396		1,915,551		1,960,502
Equity interests (2)
Crude oil and condensate (Bbls)	348,821		431,474		1,113,878		1,257,323
Gas (Mcf)	736,217		754,301		1,937,858		2,178,638
LPG (tons)	2,824		2,958		8,318		8,673
Barrels of oil equivalent (Boe)	504,665		591,906		1,534,462		1,722,209
Total volumes
Crude oil and condensate (Bbls)	694,707		833,663		2,220,547		2,369,661
Gas (Mcf)	2,245,002		2,350,396		6,264,411		6,710,113
LPG (tons)	5,189		5,616		15,799		16,591
Barrels of oil equivalent (Boe)	1,129,767		1,291,302		3,450,013		3,682,712

Total volumes by basin
Neuquén	916,924		1,081,211		2,788,477		3,097,931
Austral	155,576		138,766		462,567		425,707
Llanos	26,916		25,985		100,253		25,985
Others	30,351		45,340		98,716		133,089
Barrels of oil equivalent (Boe)	1,129,767		1,291,302		3,450,013		3,682,712

Average Sales Prices:
Consolidated interests
Oil (per bbl)	$	79.29	$	75.72	$	77.40	$	74.95
Gas (per Mcf)	2.82		2.28		2.94		2.44
LPG (per ton)	181.83		255.84		207.86		278.61
Equity interests (2)
Oil (per bbl)	$	77.85	$	74.83	$	76.29	$	74.93
Gas (per Mcf)	3.28		2.44		3.28		2.66
LPG (per ton)	173.89		237.29		191.29		264.66
Average Production Costs per Boe (3):
Production and lifting cost	$	13.72	11.46		$	13.57	$	10.65
Taxes other than income	$	9.20	8.71		$	9.13	$	9.06
DD&A	$	12.50	10.21		$	12.70	$	9.30

(1) Volumes presented in the above table have not been reduced by the approximately 12 to 18.5 percent provincial production tax that we account for as an expense in Argentina.

(2) The equity interest presented above reflects our interest in our equity investee's sales volumes and prices. The revenues resulting from the equity interest sales volumes and prices are not consolidated within our revenues. See our consolidated financial statements and Note 1-Basis of Presentation and Summary of Accounting Policies and Note 3-Investment in Petrolera Entre Lomas S.A. to our consolidated financial statement in Item 1 of this report for additional explanation of the equity method of accounting for our investment in Petrolera.

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(3) Average production and lifting costs, taxes other than income and depreciation costs are calculated using total costs divided by consolidated interest sales volumes expressed in barrels of oil equivalent (“Boe”). Six Mcf of gas are equivalent to one Boe and one ton of LPG is equivalent to 11.735 Boes.

Financial Condition

Outlook

Our cash flow from operations is highly sensitive to fluctuations in our oil price realizations. We derive more than 80 percent of our total product revenues from the sale of oil. Oil price realizations for crude produced and sold in Argentina are significantly influenced by Argentine governmental actions. Since the beginning of 2012, oil prices in Argentina have stabilized at approximately $75 per barrel, but have begun to increase and reached $78 per barrel in the third quarter of 2013. Oil price realizations in Argentina continue to be negotiated on a short-term basis.

Inflation in Argentina has been persistent for some time. In contrast, the Argentine peso has not experienced a commensurate level of devaluation resulting in considerable increases in our U.S. dollar cost of operations and capital expenditures. Consequently, the combination of relatively flat oil prices mentioned above and inflation in Argentina without a commensurate level of peso devaluation has resulted in lower operating margins and lower operating income generated in Argentina for both Apco and Petrolera.

In addition, dividends received from our equity investee, Petrolera, are a significant contributor to our cash flow generated by operating activities. Petrolera’s ability to pay dividends is dependent upon numerous factors, including its cash flows provided by operating activities, levels of capital spending, changes in crude oil and natural gas prices, debt and interest payments, and the Argentine government’s foreign exchange control policies.

Since the fourth quarter of 2011, the Argentine government has implemented various regulations restricting access to foreign exchange markets, or the purchase of foreign currency through the Central Bank of Argentina at the official rate of exchange for the purpose of depositing funds in foreign accounts. These restrictions require both Central Bank and AFIP (Argentina’s taxing authority) approvals. As a result, the current movement of funds out of Argentina through the Central Bank at the official exchange rate has been restricted. For example, Petrolera declared a dividend of $16.4 million pesos net to Apco (or approximately $3.2 million US dollars) in the first quarter of 2013. In the second quarter of 2013, Petrolera received permission to pay the dividend in installments. We currently do not anticipate that Petrolera will be allowed to pay any further dividends in US dollars during the remainder of 2013.

In September 2013, the Argentine government enacted certain tax reform legislation related to dividends and capital gains. Effective upon publication, the tax reform imposes a ten percent tax on dividends, profit distributions and remittances by permanent establishments (or branches) made to Argentine individuals and foreign shareholders. This new tax will apply to our dividends received from Petrolera, branch remittances, and any dividends made by our subsidiaries. The tax reform also includes an effective 13.5 percent income tax for foreign parties (non-Argentine residents) on income derived from the sale of shares, titles, bonds and other securities. For additional discussion about the government's regulations, see Note 2 - Income Taxes to our consolidated financial statements in Item 1 of this report and "Quantitative and Qualitative Disclosures about Market Risk - Economic and Political Environment" in Item 3 of this report.

In the second quarter of 2013, we executed a farm-out agreement under which we will assign a portion of our working interest in one of our Colombian properties subject to governmental approval. The terms of the agreement include a reimbursement of past seismic and drilling costs incurred by us for approximately $8.4 million and a carry of future exploration investments.

We will continue to monitor our capital programs as necessary to provide Apco with the financial resources and liquidity needed to continue development drilling in our core properties over the long term, fund new investment opportunities, meet future working capital needs and fund any further cash bonus payments that may be negotiated to obtain concession extensions, if any, while maintaining sufficient liquidity to reasonably protect against unforeseen circumstances requiring the use of funds.

Liquidity

Although we have interests in several oil and gas properties in Argentina, our direct participation in those Neuquén basin properties in which we are partners with Petrolera and dividends from our equity interest in Petrolera are historically the largest contributors to our net cash provided by operating activities. Additionally, in the third quarter of 2012 we began producing oil from our operations in Colombia, creating a source of cash flow outside of Argentina. Although we generally fund our capital

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programs with internally generated cash flow, successful exploration efforts in Argentina or Colombia could lead to development capital needs that are currently beyond our ability to fund from operations.

As a result of the current exchange control restrictions that have obstructed the ability to move funds out of Argentina at the official rate of exchange, we have received fewer dividends from our investment in Petrolera during 2013 and 2012 compared with prior years. We continue to operate our business under the assumption that the receipt of dividends abroad from our investment in Petrolera will contribute to the funding of our operations outside of Argentina. However, because of the current regulatory environment, the receipt of dividends abroad from our investment in Petrolera may not be a reliable source of funding for our operations outside of Argentina in the near term, and consequently we may need other sources of funding, including drawing down our existing cash reserves or farm-outs, to meet our plans and exploration commitments outside of Argentina.

With our cash and cash equivalents balance at September 30, 2013, of $47 million, or 13 percent of total assets, and the ability to generally adjust capital spending as necessary, we believe we have sufficient liquidity and capital resources to effectively manage our business throughout the remainder of 2013.

Our liquidity is affected by restricted cash balances that are pledged as collateral for letters of credit for exploration activities in Colombia. As of September 30, 2013, $5.3 million of cash is considered restricted. The restricted cash is invested in a short-term money market account with a financial institution.

Cash Flow Analysis

The following table summarizes the change in cash and cash equivalents for the periods shown.



	Nine Months Ended September 30,
	2013			2012
	(in Thousands)
Net cash provided (used) by:
Operating activities	$	43,124		$	30,583
Investing activities	(28,895		)	(43,340		)
Financing activities	(25		)	4,819
Increase (decrease) in cash and cash equivalents	$	14,204		$	(7,938	)

Operating Activities

Our net cash provided by operating activities totaled $43.1 million for the first nine months of 2013, compared with $30.6 million during the same period in 2012. The increase in cash provided by operating activities was primarily due to the positive impact of our Colombian operations, the realization of benefits from the Oil Plus program and a decrease in exploration activity in the first nine months of 2013 compared with 2012. These positive variances were partially offset by lower dividends from our Argentine investment. See additional discussion of dividends from our Argentine investment in “-Financial Condition” and “-Liquidity.”

Investing Activities

During the first nine months of 2013, capital expenditures totaled $40.9 million, most of which was invested in drilling in our Neuquén basin properties and exploration drilling in Colombia, compared with $44.9 million of capital expenditures in 2012. We also received proceeds of $8.4 million related to a farm-out in Colombia during the first nine months of 2013, compared with proceeds of $3.1 million related to a farm-out in Argentina during the same period of 2012. Additionally, we received $3.6 million during the first nine months of 2013 as a return of collateral previously used for letters of credit, compared with $1.5 million used as collateral during the same period of 2012.

Financing Activities

During the first nine months of 2013, we paid $25 thousand in dividends to non-controlling interests compared with $1.2 million paid to shareholders and non-controlling interests during the same period in 2012, and we had no bank borrowings in 2013 compared with $6 million in borrowings from our banking agreement during the same period in 2012.

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Contractual Obligations

Our contractual obligations have decreased by approximately $13.3 million from our total obligations as reported in our Annual Report on Form 10-K for the year ended December 31, 2012, as a result of drilling and exploration activities during the first nine months of 2013 and the farm-out of a portion of our working interest in one of our Colombian properties in the second quarter of 2013.

As described elsewhere in this report, in July 2013, the terms of our concessions in Tierra del Fuego were extended for an additional ten years. As a result of the extensions, we agreed to make expenditures for oil and gas activities net to our direct working interest of approximately $13.9 million during the next five years. We expect to fund these expenditures with cash provided by operating activities.

Off-Balance Sheet Arrangements

We do not currently use any off-balance sheet arrangements to enhance liquidity and capital resources.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our operations are exposed to market risks as a result of changes in commodity prices and foreign currency exchange rates.

Commodity Price Risk

We have historically not used derivatives to hedge price volatility. Oil sales price realizations for oil produced and sold in Argentina are significantly influenced by Argentine governmental actions. In the current regulatory environment, the combination of hydrocarbon export taxes and strict government controls over Argentine gasoline prices directly impacts price realizations for the sale of crude oil in the domestic Argentine market. As a result, our price is impacted more by government controls than changes in world oil prices. Because our oil prices are negotiated on a short-term basis, we cannot accurately predict our future sales prices, and it is difficult for us to determine what effect increases or decreases in world oil prices may have on our results of operations.

Furthermore, although our oil prices in Argentina are negotiated and denominated in US dollars, we are paid in pesos. This could make our oil price realizations sensitive to currency devaluation depending on the manner in which any possible devaluation is implemented by the government.

Inflation, Foreign Currency and Operations Risk

The majority of our operations are located in Argentina. Historically Argentina has struggled through extended periods of inflation that have eventually led to a sudden devaluation of the Argentine peso similar to what occurred during the Argentine economic crisis of 2001 and 2002.

Since the economic crisis of 2001 and 2002, when the value of the peso was suddenly reduced from an exchange rate of one peso to one US dollar to an exchange rate of three pesos to one US dollar, the Argentine economy has generally grown at strong rates ranging from two to ten percent annually. However, actual inflation escalated during this same period at rates ranging from 15 to 30 percent annually over the last several years. As a result of government efforts to support the value of the peso in this environment, the peso’s value has not declined in proportion to the level of actual inflation thereby substantially increasing the cost of living in Argentina and the US dollar cost of our operations and capital expenditures in the country. Because the peso has not been permitted to devalue in proportion to the actual inflation experienced in the country, there has been, in the recent past, capital flight out of Argentina due to a lack of confidence in the value of the peso at the official exchange rate. In addition, the Central Bank of Argentina´s foreign reserves have declined from $43 billion dollars as of December 31, 2012, to $35 billion as of September 30, 2013.

In October of 2011 and July of 2012, the government implemented regulations restricting access to foreign exchange markets, including the purchase of foreign currency (US dollars) through the Central Bank of Argentina at the official rate of exchange. These regulations were augmented by formal and informal restrictions including approvals from both the Central Bank and AFIP. As a result, movement of funds out of Argentina through the Central Bank at the official exchange rate has been restricted. The purchase of foreign currency for transactions such as the repayment of debt is not restricted. Companies that are generating free cash flow find themselves accumulating local currency in Argentina.

An alternative way for companies to send money out of Argentina exists and consists of purchasing marketable securities in Argentina with pesos and selling them abroad in foreign currency. As of September 30, 2013, the implicit exchange rate derived from this type of transaction was approximately 55 percent above the official exchange rate. The resulting spread between such implicit exchange rate and the official rate of exchange is an indicator that an official devaluation of the Argentine peso may occur.

A devaluation of the Argentine peso would likely result in foreign exchange losses to the extent of net monetary assets held by us in Argentine pesos that are translated on the balance sheet at the closing exchange rate. A devaluation could also lower our product price realizations and reduce our peso-denominated costs. Although we cannot predict the outcome of any future peso devaluation, a devaluation could have a negative impact on our results of operations.

At December 31, 2012, the peso to US dollar official rate of exchange rate was 4.92:1. At September 30, 2013, the official exchange rate was 5.79:1 and our net monetary assets denominated in Argentine pesos was $5.9 million. Additionally, Petrolera had a balance of net monetary assets denominated in pesos of approximately $7.2 million as of September 30, 2013.

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Economic and Political Environment

Argentina has a history of economic and political instability. Because our operations are predominately located in Argentina, our operations and financial results have been, and could be in the future, adversely affected by economic, market, currency, and political instability in Argentina, as well as measures taken by its government in response to such instability. Argentina’s economic and political situation continues to evolve, and the Argentine government may enact future regulations or policies that may materially impact, among other items, (i) the realized prices we receive for the commodities we produce and sell; (ii) the timing of repatriations of cash to the Cayman Islands; (iii) our asset valuations; (iv) the dollar value of peso-denominated monetary assets and liabilities; and (v) restrictions on imports of materials necessary for our operations.

In September 2013, the Argentine government enacted certain tax reform legislation related to dividends and capital gains. The tax reform imposes a ten percent tax on dividends, profit distributions and remittances by permanent establishments (including branches) made to Argentine individuals and foreign shareholders. The ten percent dividend tax will apply to Apco on dividends received from Petrolera, branch remittances, and any dividends paid by our subsidiaries. The new dividend tax will be accrued when dividends are distributed in future periods. The tax reform also removes the income tax exemption on income derived from the sale of shares, titles, bonds and other securities that has been provided to non-Argentine residents since 1991. Effective immediately, the sale of such securities is subject to an effective 13.5 percent capital gain tax. For additional discussion about the impact to Apco related to these new regulations, see Note 2 - Income Taxes to the consolidated financial statements, and "Management's Discussion and Analysis - Results of Operations" in Items 1 and 2 of this report.

In October 2011, President Cristina Kirchner was re-elected for a second term. Her first term was highlighted by energy policies that controlled prices of hydrocarbons, in particular natural gas prices, subsidies for the import of natural gas at prices far higher than those permitted for the sale of natural gas produced in Argentina, close alliances with labor unions, and a monetary policy designed to support the value of the peso. Additionally, the government has taken various measures to assert greater state control over different areas of the country’s economy, including nationalizing an airline and private pension funds.

Since the presidential election in late 2011, the government has increasingly used foreign-exchange, trade, price and capital controls to manage the economic challenges faced by the country. During 2012, the government issued numerous decrees to regulate investments and profits and exert its influence in private sector operations in the energy industry, including the expropriation of 51 percent of the shares of YPF from Repsol. These actions have created an unpredictable political and business environment in the country. During 2013, the government has frozen supermarket and gasoline prices, and has passed legislation to alter the judiciary assignment process which has since been deemed unconstitutional.

Midterm legislative elections were held in October 2013. Following the elections, the president's political party maintains its control of a simple majority of both legislative houses. However, the president's party won proportionately less votes than in previous elections, and the president lacks the two-thirds majority needed to amend the constitution to permit the president to run for reelection to a third term. The president's current term expires at the end of 2015.

The stated objective of the Argentine government is to increase both conventional and unconventional oil and natural gas production in Argentina through increased investments by YPF, now majority owned by the Argentine government. YPF has announced an aggressive multi-year investment plan designed to achieve that objective and various potential joint venture partnerships to help fund this program. In addition, in 2013 the government announced the creation of a trust fund of up to $2.0 billion for financing oil and gas companies in which the government has an equity interest.

During 2013, YPF has created partnerships with Chevron and Dow Chemicals to increase unconventional investments. YPF and Chevron announced a partnership in which Chevron will invest $1.2 billion using new capital to acquire an interest in Vaca Muerta production from certain producing assets including the Loma la Lata Norte and Loma Campana concessions. Included in the joint venture are plans for Chevron to drill 100 wells to the Vaca Muerta formation. Subsequent to the Chevron announcement, the government issued Decree 929 which allows oil companies to export 20 percent of production free from export tax after the fifth year for projects whose investments exceed $1 billion during the first five years. YPF and Dow Chemicals will also target Vaca Muerta in the Neuquén basin.

Although we cannot predict the impact of these events on our business, we have historically reinvested most of our earnings into the exploration and development of our properties in Argentina with positive results to both oil and natural gas production and proved reserves.

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Item 4. Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act) (“Disclosure Controls”) or our internal controls over financial reporting (“Internal Controls”) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and Internal Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

Third-Quarter 2013 Changes in Internal Controls

There have been no changes during the third quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our Internal Controls.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The additional information called for by this item is provided in Note 9-Contingencies to our consolidated financial statements in Part I, Item 1 of this report, which information is incorporated by reference into this item.

Item 1A. Risk Factors

Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, includes certain risk factors that could materially affect our business, financial condition or future results. Those risk factors have not materially changed.

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Item 6. Exhibits



	3.1 – Memorandum of Association of Apco Oil and Gas International Inc., as amended, (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2007).

	3.2 – Articles of Association of Apco Oil and Gas International Inc. as amended, (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011).

	4.1 – Specimen Ordinary Share Certificate of Apco Oil and Gas International Inc. (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2009).

	31.1 – Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

	31.2 – Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*

	32 – Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.**

	101 .INS – XBRL Instance Document**

	101 .SCH – XBRL Schema Document**

	101 .CAL – XBRL Calculation Linkbase Document**

	101 .LAB – XBRL Label Linkbase Document**

	101 .PRE – XBRL Presentation Linkbase Document**

	101 .DEF – XBRL Definition Linkbase Document**
	_____________________
	* Filed herewith.
	**Furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

APCO OIL AND GAS INTERNATIONAL INC.

(Registrant)

By: /s/ Benjamin A. Holman

Chief Accounting Officer and Controller

(Duly Authorized Officer

and Principal Accounting Officer)

November 7, 2013

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INDEX TO EXHIBITS



EXHIBIT NUMBER	DESCRIPTION

3.1	Memorandum of Association of Apco Oil and Gas International Inc., as amended, (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2007).

3.2	Articles of Association of Apco Oil and Gas International Inc. as amended, (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011).

4.1	Specimen Ordinary Share Certificate of Apco Oil and Gas International Inc. (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 7, 2009).

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*

32	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.**

101 .INS	XBRL Instance Document**

101 .SCH	XBRL Schema Document**

101 .CAL	XBRL Calculation Linkbase Document**

101 .LAB	XBRL Label Linkbase Document**

101 .PRE	XBRL Presentation Linkbase Document**

101 .DEF	XBRL Definition Linkbase Document**
_____________________

* Filed herewith.
** Furnished herewith.

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