Obligation Apache 6% ( US037411AR61 ) en USD

Apache

96.88 % ▲

Etats-unis

US037411AR61 ( en USD )

6% par an ( paiement semestriel )

14/01/2037

Prospectus brochure de l'obligation Apache US037411AR61 en USD 6%, échéance 14/01/2037

2 000 USD

466 840 000 USD

037411AR6

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

15/07/2024 ( Dans 59 jours )

L'Obligation émise par Apache ( Etats-unis ) , en USD, avec le code ISIN US037411AR61, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2037

L'Obligation émise par Apache ( Etats-unis ) , en USD, avec le code ISIN US037411AR61, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Apache ( Etats-unis ) , en USD, avec le code ISIN US037411AR61, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 h42565b2e424b2.htm PROSPECTUS SUPPLEMENT
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333105536

Prospectus Supplement
January 23, 2007
(To Prospectus dated January 30, 2004)

$1,500,000,000

$500,000,000 5.625% Notes due 2017
$1,000,000,000 6.000% Notes due 2037

Apache Corporation is offering $500,000,000 aggregate principal amount of 5.625% notes due 2017 and
$1,000,000,000 aggregate principal amount of 6.000% notes due 2037. Interest on the notes will be paid semi-
annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2007. The 5.625% notes due 2017
will mature on January 15, 2017 and the 6.000% notes due 2037 will mature on January 15, 2037. We may redeem
some or all of each series of notes at any time or from time to time at the redemption prices calculated as described in
this prospectus supplement under "Description of Notes -- Optional Redemption." The notes are not subject to any
sinking fund. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000.

The notes will be our general unsecured senior obligations and will rank equally with all of our other unsecured
senior indebtedness from time to time outstanding.

Investing in the notes involves risks. See "Risk Factors" on page S-4 of this prospectus
supplement.

Per 2017

Per 2037

Note
Total

Note
Total

Public offering price(1)
99.904% $ 499,520,000 99.301% $ 993,010,000
Underwriting discounts
0.650% $ 3,250,000 0.875% $ 8,750,000
Proceeds to Apache, before expenses(1)
99.254% $ 496,270,000 98.426% $ 984,260,000

(1) Plus accrued interest, if any, from January 26, 2007, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository
Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear
Bank S.A./N.V., against payment in New York, New York on or about January 26, 2007.

Joint Book-Running Managers

Banc of America Securities LLC
JPMorgan

Co-Managers
BMO Capital Markets

BNP PARIBAS
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Deutsche Bank Securities

RBC Capital Markets

RBS Greenwich Capital

Wachovia Securities
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TABLE OF CONTENTS

Page

Prospectus Supplement
About This Prospectus Supplement
S-1
Oil and Gas Terms
S-1
Where You Can Find More Information
S-1
Cautionary Statements Regarding Forward-Looking Statements
S-2
Recent Developments
S-3
Risk Factors
S-4
Use of Proceeds
S-4
Capitalization
S-5
Description of Notes
S-6
Material United Stated Federal Income Tax Considerations
S-11
Underwriting
S-14
Legal Matters
S-15
Experts
S-16

Prospectus
About This Prospectus
2
Oil and Gas Terms
3
Where You Can Find More Information
3
Cautionary Statements Regarding Forward-Looking Statements

4
Apache Corporation
5
Apache Trusts
5
Apache Finance Australia Pty Ltd
6
Apache Finance Canada II Corporation
7
Ratios of Earnings to Fixed Charges and to Combined Fixed Charges and Preferred Stock Dividends

7
Use of Proceeds
8
The Securities Apache, the Apache Trusts, Apache Finance Australia Pty Ltd and Apache Finance Canada II Corporation
May Offer
8
Description of Apache Corporation Capital Stock

9
Description of Depositary Shares
15
Description of Apache Corporation Debt Securities

18
Description of Trust Preferred Securities
32
Description of Trust Preferred Securities Guarantees

39
Description of Common Stock Purchase Contracts and Units

42
Description of Apache Finance Australia Pty Ltd and Apache Canada Finance II Corporation Debt Securities and Apache
Guarantee
42
Book-Entry Securities
64
Plan of Distribution
65
Legal Matters
67
Experts
67

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ABOUT THIS PROSPECTUS SUPPLEMENT

You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized
anyone to provide you with different information. We are not, and the underwriters are not, making an offer
to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume that the
information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus is accurate as of the date on the front of this prospectus supplement only. Our business, financial
condition, results of operations and prospects may have changed since that date.

In this prospectus supplement, unless the context indicates otherwise, the terms "Apache," "we," "us,"
"Company" and "our" refer to Apache Corporation and its subsidiaries. In this prospectus supplement, we refer
to the 5.625% notes due 2017 as the "2017 notes" and the 6.000% notes due 2037 as the "2037 notes," and
together as the "notes."

Our name, logo and other trademarks mentioned in this prospectus supplement are the property of their
respective owners.

OIL AND GAS TERMS

When describing natural gas:
MMBtu
= million British thermal units
Mcf
= thousand cubic feet
MMcf
= million cubic feet
Bcf
= billion cubic feet
When describing oil:
bbl
= barrel
Mbbls
= thousand barrels
MMbbls
= million barrels
When comparing natural gas to oil:
6 Mcf of gas
= 1 bbl of oil equivalent
boe
= barrel of oil equivalent
Mboe
= thousand barrels of oil equivalent
MMboe
= million barrels of oil equivalent

WHERE YOU CAN FIND MORE INFORMATION

Available Information

Apache is subject to the informational requirements of the Securities Exchange Act of 1934, or the Exchange
Act, and in accordance therewith files annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission, or the SEC, on a regular basis. You may read and copy this
information or obtain copies of this information by mail from the SEC's public reference room, 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC's public
reference room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet web site that contains reports, proxy statements and other information about
issuers, like Apache, who file electronically with the SEC. The address of that site is http://www.sec.gov. Apache's
SEC filings are also available from our web site at http://www.apachecorp.com. Information on our web site is not
part of this prospectus supplement or the accompanying prospectus.

We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this
prospectus supplement. The accompanying prospectus is part of the registration statement and does not contain all of
the information in the registration statement. Whenever a reference is made in this prospectus

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supplement or the accompanying prospectus to a contract or other document of ours, please be aware that the
reference is only a summary and that you should refer to the exhibits that are part of the registration statement for a
copy of the contract or other document. You may review a copy of the registration statement at the SEC's public
reference room in Washington, D.C., as well as through the SEC's Internet web site.

Documents Incorporated by Reference

We have "incorporated by reference" in this prospectus supplement and the accompanying prospectus certain
documents that we file with the SEC. This means that we can disclose important information to you by referring you
to another document filed separately with the SEC. This information incorporated by reference is a part of this
prospectus supplement and the accompanying prospectus, unless we provide you with different information in this
prospectus supplement or the accompanying prospectus or the information is modified or superseded by a
subsequently filed document. Any information referred to in this way is considered part of this prospectus
supplement and the accompanying prospectus from the date we file that document.

Any reports filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of
this prospectus supplement and before the completion of the offering of the notes will be deemed to be incorporated
by reference into this prospectus supplement and the accompanying prospectus (other than information in such future
filings deemed to have been furnished and not filed in accordance with SEC rules) and will automatically update,
where applicable, and supersede any information contained in this prospectus supplement or the accompanying
prospectus or incorporated by reference into this prospectus supplement and the accompanying prospectus.

This prospectus supplement and the accompanying prospectus incorporate the documents listed below that we
have previously filed with the SEC (other than, in each case, documents or information deemed to have been
furnished and not filed in accordance with SEC rules). They contain important information about us, our business
and our financial condition.

Apache SEC Filings

Period or Date Filed

Annual Report on Form 10-K
Year ended December 31, 2005
Quarterly Reports on Form 10-Q
Quarters ended March 31, 2006, June 30, 2006 and
September 30, 2006
Current Reports on Form 8-K
Filed January 19, 2006, February 3, 2006, April 20, 2006, October 25, 2006,
December 18, 2006 and January 18, 2007

You can obtain any of the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus from us or from the SEC through the SEC's web site at the address above. Documents
incorporated by reference are available from us without charge, excluding any exhibits to those documents unless we
specifically incorporated by reference the exhibit in this prospectus supplement and the accompanying prospectus.
You can obtain these documents from us by requesting them in writing or by telephone at the following address or
number:

Apache Corporation
2000 Post Oak Boulevard
Houston, Texas 77056
Telephone: (713) 296-6000

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus contain statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E
of the Exchange Act.

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These statements relate to future events or our future financial performance, which involve known and unknown
risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or
achievements to be materially different from those expressed or implied by any forward-looking statements. In some
cases, you can identify forward looking statements by terminology such as "expect," "anticipate," "estimate,"
"intend," "may," "will," "could," "would," "should," "predict," "potential," "plans," "believe" or the negative of
these terms or similar terminology.

These statements are only predictions. Actual events or results may differ materially because of market
conditions in our markets or other factors. Moreover, we do not, nor does any other person, assume responsibility for
the accuracy and completeness of those statements. Unless otherwise required by applicable securities laws, we
disclaim any intention or obligation to update any of the forward-looking statements after the date of this prospectus
supplement. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed
under "Risk Factors" in our annual report on Form 10-K for the fiscal year ended December 31, 2005 and under
"Management's Discussion and Analysis of Results of Operations and Financial Condition" in our annual report on
Form 10-K for the fiscal year ended December 31, 2005 and our quarterly report on Form 10-Q for the quarter ended
September 30, 2006 (incorporated by reference in this prospectus supplement and the accompanying prospectus) and
similar sections in any subsequent filings that we incorporate by reference in this prospectus supplement and the
accompanying prospectus, which describe risks and factors that could cause results to differ materially from those
projected in those forward-looking statements.

Those risk factors may not be exhaustive. We operate in a continually changing business environment, and new
risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the impact, if any,
of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those projected in any forward-looking statements. Accordingly, forward-
looking statements should not be relied upon as a prediction of actual results.

RECENT DEVELOPMENTS

On January 17, 2007, we entered into an agreement to acquire a controlling interest in 28 oil and gas fields in the
Permian Basin of West Texas from Anadarko Petroleum Corporation for $1 billion. The transaction, which will
involve Apache and Anadarko entering into a joint-venture arrangement, will be effective the earlier of closing or
March 31, 2007 and is subject to standard regulatory and other requirements, such as compliance with the
Hart-Scott-Rodino Antitrust Improvements Act. Owners of working interests in certain of the Permian Basin
properties have preferential purchase rights that, if exercised, would reduce the interests we purchase in those
properties and the purchase price we would pay. We anticipate booking net reserves of 70 million barrels of oil
equivalent (57 million barrels of oil and 78 billion cubic feet of natural gas). For 2007, the fields are forecasted to
produce approximately 9,000 barrels of oil and 19 million cubic feet (MMcf) of gas per day net to us. The estimates
mentioned in this paragraph are based on our analysis of historical production data, assumptions regarding capital
expenditures and anticipated production declines. The reserves and average daily production attributable to the
Anadarko transaction are based solely on our internal estimates and have not been reviewed by our independent
reserve engineers. There is no assurance that the Anadarko transaction will be completed or, if completed, that our
estimates of reserves and average daily production will prove correct.

In anticipation of closing the Anadarko transaction, on January 18, 2007, we entered into costless collar hedges
on NYMEX gas covering 10,000 MMBtu per day from April 1, 2007 through March 31, 2010 and on West Texas
Intermediate, or WTI, oil covering 4,000 barrels per day from July 1, 2007 through June 30, 2010. These hedges
were based on a portion of expected future production from our existing properties. The NYMEX gas collars have an
average floor price of $6.81 and ceiling price of $8.87 per MMBtu. The WTI oil collars have an average floor price
of $51.66 and ceiling price of $64.36 per barrel.

On December 1, 2006, we received comments from the SEC staff on our annual report on Form 10-K for the
fiscal year ended December 31, 2005 and our quarterly report on Form 10-Q for the quarter ended June 30, 2006. We
responded to the comments by letter dated December 15, 2006. We do not believe that the

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comments, or our responses thereto, materially affect the disclosures in our existing Exchange Act reports. We have
asked the SEC staff to concur that we may include any additional or revised disclosure resulting from the comment
process only in future filings with the SEC, without amending our previously filed reports. However, as of the date
hereof, we have received no reply to our response letter, and there can be no assurance that we will not be required to
amend our 2005 Form 10-K and June 30, 2006 Form 10-Q to address the SEC staff comments or that there may not
be additional comments in light of our responses.

The comments on our 2005 10-K included requests that we: quantify and clarify how we have accounted for
expected insurance recoveries; provide detail for other liabilities in excess of 5% of total current liabilities on the
December 31, 2005 balance sheet; with regard to asset retirement obligations, explain the decrease in liabilities
incurred in 2005 compared to 2004 in Note 4 to the financial statements; and revise our presentation of asset
retirement obligation costs and capitalized interest in Note 14 to the financial statements. The SEC staff also made
engineering-related comments on our 2005 Form 10-K, including requests that we: disclose any material acreage
expiry over the next three years for gross and net undeveloped and developed acreage; and explain to the staff and
clarify in our disclosure certain of the procedures followed in connection with the independent petroleum engineers'
review of estimated proved reserves and future net cash flows. The comment on our June 30, 2006 Form 10-Q
consisted of a request that we add disclosure of our policy regarding the estimated annual effective tax rates used in
the preparation of our interim financial statements and the effect of a tax rate change on our deferred tax liabilities.

RISK FACTORS

An investment in the notes is subject to numerous risks, including those described under Item 1A, Risk Factors,
of our annual report on Form 10-K for the year ended December 31, 2005 and under Part II, Item 1A of our quarterly
report on Form 10-Q for the quarter ended September 30, 2006, which are incorporated by reference in this
prospectus supplement and the accompanying prospectus. Before making an investment decision, you should
carefully consider these risks, as well as other information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. These risks could materially affect our ability to meet obligations
under the notes. You could lose all or part of your investment in and expected return on the notes.

USE OF PROCEEDS

The net proceeds from this offering are expected to be approximately $1.480 billion, after deducting the
underwriting discounts and our estimated offering expenses. Apache intends to use the net proceeds from the sale of
the notes to repay a portion of our outstanding commercial paper, which was incurred to finance in part acquisitions
made by us in 2006, as described in our quarterly report on Form 10-Q for the quarter ended September 30, 2006,
and for general corporate purposes. This repayment will reduce the principal amount of our outstanding commercial
paper to approximately $220 million. As of January 19, 2007, we had approximately $1.7 billion in principal amount
of commercial paper bearing interest at an average weighted rate of 5.37 percent per annum. Upon the closing of the
transaction with Anadarko as more fully described above under "Recent Developments," we intend to use proceeds
from the issuance of commercial paper to fund a portion of the purchase price.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2006 on
an actual basis and on an as adjusted basis to give effect to the sale of the notes offered hereby and the application of
those net proceeds as described under "Use of Proceeds." You should read this table in conjunction with our
consolidated financial statements and the related notes incorporated by reference in this prospectus supplement and
the accompanying prospectus.

As of

September 30, 2006

Actual
As Adjusted(1)

(unaudited)

($ amounts in thousands)

Cash and cash equivalents
$
160,922 $
229,588

Total debt (including current portion):

Existing notes and debentures
2,192,487
2,192,487
Revolving credit facility and commercial paper
1,411,000
--
Notes offered hereby

--
1,492,530
Other existing indebtedness

44,917
44,917

Total debt (including current portion)
3,648,404
3,729,934
Total shareholders' equity
12,635,044
12,635,044

Total capitalization
$ 16,283,448 $
16,364,978

(1) The total consideration for our acquisition of Anadarko's Permian Basin assets is approximately $1 billion which will be paid with the
proceeds of a commercial paper issuance. The "As Adjusted" column does not give effect to this anticipated commercial paper issuance.

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