Obligation Apache 5.1% ( US037411AW56 ) en USD

Apache

86 % ▼

Etats-unis

US037411AW56 ( en USD )

5.1% par an ( paiement semestriel )

31/08/2040

Prospectus brochure de l'obligation Apache US037411AW56 en USD 5.1%, échéance 31/08/2040

2 000 USD

1 500 000 000 USD

037411AW5

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

01/09/2024 ( Dans 107 jours )

L'Obligation émise par Apache ( Etats-unis ) , en USD, avec le code ISIN US037411AW56, paye un coupon de 5.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2040

L'Obligation émise par Apache ( Etats-unis ) , en USD, avec le code ISIN US037411AW56, 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 US037411AW56, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

e424b2
Page 1 of 166
424B2 1 h75086b2e424b2.htm 424B2
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 2 of 166
Table of Contents

Proposed Maximum

Proposed Maximum

Title of Each Class of

Offering Price

Aggregate

Securities to be Registered
Amount Registered

Per Unit

Offering Price

5.100% Notes due 2040
$ 1,500,000,000

98.936 %

$ 1,484,040,000

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-155884

PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 2, 2008)

Apache Corporation

$1,500,000,000 5.100% Notes due 2040

We are offering $1,500,000,000 aggregate principal amount of 5.100% notes due 2040. Interest on
the notes will be paid semi-annually in arrears on March 1 and September 1 of each year, beginning on
March 1, 2011. The notes will mature on September 1, 2040. We may redeem some or all of the 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 do not have the benefit
of any sinking fund.

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. The notes will be issued only in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will not be
listed on any securities exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page
S-10 of this prospectus supplement.

Per Note
Total

Public offering price(1)
98.936 % $ 1,484,040,000
Underwriting discount
0.875 % $ 13,125,000
Proceeds, before expenses, to us
98.061 % $ 1,470,915,000

(1) Plus accrued interest, if any, from August 20, 2010, 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 passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus to which it relates. 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 on or about August 20, 2010.

Joint Book-Running Managers

BofA Merrill Lynch
BNP PARIBAS
Citi
Goldman, Sachs & Co. J.P. MorganHSBC Wells Fargo Securities

http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 3 of 166
Co-Managers

Mizuho Securities USA Inc.SOCIETE GENERALE
TD Securities

August 17, 2010
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 4 of 166

TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement
S-ii
Documents Incorporated by Reference
S-ii
Cautionary Statement Regarding Forward-Looking Information
S-iv
Summary
S-1
Risk Factors
S-10
Use of Proceeds
S-15
Ratio of Earnings to Fixed Charges
S-15
Capitalization
S-16
Description of Notes
S-18
Certain U.S. Federal Tax Considerations
S-24
Underwriting
S-27
Conflicts of Interest
S-31
Validity of the Securities
S-31
Experts
S-31

Prospectus

Page

About This Prospectus

i
Cautionary Statement Regarding Forward-Looking Information
ii
Where You Can Find More Information
ii
Incorporation by Reference
iii
Apache Corporation

1
Apache Finance Pty Ltd

1
Apache Finance Australia Pty Ltd

1
Apache Finance Canada Corporation

1
Apache Finance Canada II Corporation

1
Use of Proceeds

2
Description of Apache Corporation Capital Stock

2
Description of Depositary Shares

8
Description of Apache Corporation Debt Securities
11
Description of Common Stock Purchase Contracts and Units
24
Description of Apache Finance, Apache Australia, Apache Canada and Apache Canada II Debt
Securities and Apache Guarantee
25
Book-Entry Securities
45
Plan of Distribution
47
Investment in Apache Corporation by Employee Benefit Plans
48
Legal Matters
49
Experts
49

S-i
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 5 of 166
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

We have not authorized anyone to provide any information other than that contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. 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
in this prospectus supplement and the accompanying prospectus is accurate only as of the respective
dates on the front covers of those documents. You should assume that the information incorporated by
reference in this prospectus supplement and the accompanying prospectus is accurate only as of the
date the respective information was filed with the SEC. Our business, financial condition, results of
operations and prospects may have changed since those dates.

This prospectus supplement is part of a registration statement that we have filed with the SEC
utilizing a "shelf" registration process. Under this shelf process, we are offering to sell the notes, using
this prospectus supplement and the accompanying prospectus. This prospectus supplement describes
the specific terms of this offering. The accompanying prospectus and the information incorporated by
reference therein describe our business and give more general information, some of which may not
apply to this offering. Generally, when we refer in this prospectus supplement only to the
"prospectus," we are referring to both parts combined. You should read this prospectus supplement
together with the accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus before making a decision to invest in the
notes. If the information in this prospectus supplement or the information incorporated by reference in
this prospectus supplement is inconsistent with the accompanying prospectus, the information in this
prospectus supplement or the information incorporated by reference in this prospectus supplement will
apply and will supersede that information in the accompanying prospectus.

We have filed with the SEC a registration statement on Form S-3 with respect to the securities
offered hereby. This prospectus supplement and the accompanying prospectus do not contain all the
information set forth in the registration statement, parts of which are omitted in accordance with the
rules and regulations of the SEC. For further information with respect to us and the securities offered
hereby, reference is made to the registration statement and the exhibits that are a part of the
registration statement.

In this prospectus supplement, unless the context indicates otherwise, the terms "Apache," "we,"
"us," "Company" and "our" refer to Apache Corporation and its subsidiaries.

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

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 Securities Exchange
Act of 1934, as amended, or the "Exchange Act," on or after the date of this prospectus supplement
and before the completion of this offering of notes will be deemed to be incorporated by reference into
this prospectus supplement and the accompanying prospectus 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. Some documents or information, such as that furnished under Items 2.02 or
7.01, or the exhibits related thereto under Item 9.01, of Form 8-K, are deemed furnished and not filed
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 6 of 166
in accordance with SEC rules. None of those documents and none of that information is
incorporated by reference in this prospectus supplement or the accompanying prospectus.

S-ii
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 7 of 166
Table of Contents
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 (including
information specifically incorporated by
reference into the Annual Report on Form 10-K
from our Definitive Proxy Statement on
Schedule 14A, filed on March 31, 2010)
Year ended December 31, 2009
Quarterly Report on Form 10-Q
Quarter ended March 31, 2010
Quarterly Report on Form 10-Q/A
Quarter ended June 30, 2010
Current Reports on Form 8-K
Filed on January 14, 2010, January 19, 2010,
April 15, 2010, April 16, 2010, May 11, 2010,
July 20, 2010, July 21, 2010 (two filings),
July 28, 2010, August 3, 2010, August 11, 2010
and August 16, 2010
The section entitled "Additional Information
About Apache" in our Registration Statement on Filed on May 19, 2010 and amended on June 29,
Form S-4
2010 and on August 4, 2010

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 www.sec.gov or
by mail from the SEC's Public Reference Room located at 100 F Street, N.E., Room 1580,
Washington, DC 20549, at prescribed rates. 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

S-iii
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 8 of 166
Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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.

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.

Forward-looking statements are not guarantees of performance. 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. If we do update one or
more forward-looking statements, no inference should be drawn that we will make additional updates
with respect to those or other forward-looking statements. All of the forward-looking statements are
qualified in their entirety by reference to the factors discussed under "Risk Factors" in this prospectus
supplement and under "Risk Factors" and "Quantitative and Qualitative Disclosures About Market
Risk -- Forward-Looking Statements and Risk" in our Annual Report on Form 10-K for the year
ended December 31, 2009 and our Quarterly Report on Form 10-Q/A for the quarter ended June 30,
2010 (both of which are 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
described in any forward-looking statements. Accordingly, forward-looking statements should not be
relied upon as a prediction of actual results.

In addition to the foregoing matters, there are important factors related to the BP Acquisition
described elsewhere in this prospectus supplement that could cause the actual results of the
BP Acquisition to differ materially from what we currently expect, including without limitation:

· the timing of the receipt of regulatory approvals and third party consents required for the
consummation of the various property acquisitions;

· the imposition by regulatory authorities of conditions on the future operation of the BP
Properties in connection with the receipt of regulatory approvals;

· the exercise of preferential purchase rights with respect to certain of the BP Properties;

· the integration of the operations of the BP Properties with ours; and

· the occurrence of a case or proceeding under the bankruptcy or insolvency laws of any
jurisdiction involving BP or its affiliates who are parties to or have guaranteed obligations under
the agreements related to the BP Acquisition.

S-iv
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 9 of 166
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010

e424b2
Page 10 of 166
Table of Contents

SUMMARY

This summary highlights information contained elsewhere in this prospectus supplement
and the accompanying prospectus. It does not contain all of the information that you should
consider before making an investment decision. We urge you to read the entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus carefully, including the historical
financial statements and notes to those financial statements incorporated by reference in this
prospectus supplement and the accompanying prospectus. Please read "Risk Factors" and
"Cautionary Statement Regarding Forward-Looking Information" in this prospectus
supplement and "Risk Factors" and "Quantitative and Qualitative Disclosures About Market
Risk -- Forward-Looking Statements and Risk" in our Annual Report on Form 10-K for the
year ended December 31, 2009 and our subsequently filed Exchange Act reports for more
information about important risks that you should consider before investing in the notes.

Apache Corporation

We are an independent energy company that explores for, develops and produces natural
gas, crude oil and natural gas liquids. In North America, our exploration and production
interests are focused in the Gulf of Mexico, the Gulf Coast, East Texas, the Permian Basin, the
Anadarko Basin and the Western Sedimentary Basin of Canada. Outside of North America, we
have exploration and production interests onshore Egypt, offshore Western Australia, offshore
the U.K. in the North Sea and onshore Argentina. We also have exploration interests on the
Chilean side of the island of Tierra del Fuego.

The address of our principal executive offices is 2000 Post Oak Boulevard, Houston, Texas
77056, and our telephone number at this address is (713) 296-6000.

Recent Developments

Pending Acquisitions

Potential BP Acquisition

On July 20, 2010, we announced the signing of three definitive purchase and sale
agreements (which we refer to as the "BP Purchase Agreements") to acquire the following
properties (which we refer to as the "BP Properties") from subsidiaries of BP plc (we refer to
BP plc and such subsidiaries collectively as "BP") for aggregate consideration of approximately
$7.0 billion, subject to customary adjustments in accordance with the BP Purchase Agreements
(which we refer to as the "BP Acquisition"):

·

Permian Basin. All of BP's oil and gas operations, related infrastructure and acreage in
the Permian Basin of West Texas and New Mexico. The assets include interests in 10 field
areas in the Permian Basin (including Block 16/Coy Waha, Block 31, Brown Basset,
Empire/Yeso, Pegasus, Southeast Lea, Spraberry, Wilshire, North Misc and Delaware
Penn), approximately 405,000 net mineral and fee acres, 358,000 leasehold acres,
approximately 3,629 active wells and three gas processing plants, two of which are
currently operated by BP. Based on our investigation and review of data provided by BP,
these assets produced 15,110 barrels of liquids and 81 million cubic feet (MMcf) of gas
per day in the first six months of 2010. The Permian Basin assets had estimated net proved
reserves of 141 million barrels of oil equivalent (MMboe) at June 30, 2010 (65 percent
liquids).

·

Western Canada Sedimentary Basin. Substantially all of BP's Western Canadian
upstream gas assets, including 1,278,000 net mineral and leasehold acres, interests in
approximately 1,600 active wells, eight operated and 14 non-operated gas processing
plants. The position includes many attractive drilling opportunities ranging from
http://www.sec.gov/Archives/edgar/data/6769/000095012310078881/h75086b2e424b2.htm
8/19/2010