Obligation Apache 5.35% ( US037411BG97 ) en USD

Apache

81.36 % ▲

Etats-unis

US037411BG97 ( en USD )

5.35% par an ( paiement semestriel )

30/06/2049

Prospectus brochure de l'obligation Apache US037411BG97 en USD 5.35%, échéance 30/06/2049

2 000 USD

400 000 000 USD

037411BG9

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

01/07/2024 ( Dans 45 jours )

L'Obligation émise par Apache ( Etats-unis ) , en USD, avec le code ISIN US037411BG97, paye un coupon de 5.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2049

L'Obligation émise par Apache ( Etats-unis ) , en USD, avec le code ISIN US037411BG97, 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 US037411BG97, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d747822d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-219345
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price

Registration Fee(1)
4.250% Senior Notes due 2030

$600,000,000

99.819%

$598,914,000.00
$72,588.38
5.350% Senior Notes due 2049

$400,000,000

99.391%

$397,564,000.00
$48,184.76

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 14, 2018)
$1,000,000,000

Apache Corporation
$600,000,000 4.250% Notes due 2030
$400,000,000 5.350% Notes due 2049

We are offering $600,000,000 aggregate principal amount of 4.250% notes due 2030, which we refer to as the "2030 Notes," and $400,000,000
aggregate principal amount of 5.350% notes due 2049, which we refer to as the "2049 Notes." Interest on the 2030 Notes will be paid semi-annually in
arrears on January 15 and July 15 of each year, beginning on January 15, 2020. Interest on the 2049 Notes will be paid semi-annually in arrears on
January 1 and July 1 of each year, beginning on January 1, 2020. The 2030 Notes will mature on January 15, 2030, and the 2049 Notes will mature
on July 1, 2049. We may redeem some or all of each series 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 minimum denominations of $2,000 or integral multiples of $1,000. The notes will not be listed on any
securities exchange.

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

Per 2030
Per 2049

Note

Total

Note

Total

Public offering price(1)

99.819%
$598,914,000
99.391%
$397,564,000
Underwriting discount

0.650%
$
3,900,000
0.875%
$
3,500,000
Proceeds, before expenses, to us

99.169%
$595,014,000
98.516%
$394,064,000

(1)
Plus accrued interest, if any, from June 19, 2019, if settlement occurs after that date.
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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 and its participants,
including Clearstream Banking, societe anonyme, and Euroclear Bank SA/NV, on or about June 19, 2019.

Joint Book-Running Managers

Citigroup

HSBC
TD Securities
Wells Fargo Securities

Barclays

BMO Capital Markets

BofA Merrill Lynch

Goldman Sachs & Co. LLC
Mizuho Securities

MUFG

RBC Capital Markets
Scotiabank
Co-Managers

Capital One Securities

Credit Suisse

ING

J.P. Morgan
SOCIETE GENERALE
SunTrust Robinson Humphrey

Academy Securities
June 5, 2019
Table of Contents
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-4
Use of Proceeds
S-6
Capitalization
S-7
Description of Notes
S-9
Material U.S. Federal Income Tax Considerations
S-15
Underwriting
S-19
Validity of the Securities
S-26
Experts
S-26
Prospectus

Page
About this Prospectus

i
Cautionary Statement Regarding Forward-Looking Statements

i
Where You Can Find More Information

ii
Incorporation by Reference

ii
Apache Corporation

1
Risk Factors

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividends

4
Description of Apache Corporation Capital Stock

5
Description of Depositary Shares

10
Description of Apache Corporation Debt Securities

13
Description of Purchase Contracts and Units

25
Description of Warrants

26
Plan of Distribution

27
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Investment in Apache Corporation by Employee Benefit Plans

30
Validity of the Securities

32
Experts

32

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We have not, and the underwriters 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 and the underwriters 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 Securities and Exchange Commission, which we refer to as 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 information
contained or incorporated in the accompanying prospectus, the information in this prospectus supplement or the information incorporated by reference in
this prospectus supplement will apply and will supersede the information contained or incorporated in the accompanying prospectus.
We have filed with the SEC a registration statement on Form S-3 with respect to the notes 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 notes 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

S-ii
Table of Contents
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 in accordance with SEC rules. None of
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those documents and none of that information is incorporated by reference in this prospectus supplement or 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). These documents 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 April 9, 2019)
Year ended December 31, 2018
Quarterly Report on Form 10-Q
Quarter ended March 31, 2019
Current Reports on Form 8-K
January 7, 2019, February 8, 2019 and May 28, 2019
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. 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, Suite 100
Houston, Texas 77056
Telephone: (713) 296-6000

S-iii
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 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 "Forward-Looking Statements and Risk" and "Risk Factors" in our Annual Report
on Form 10-K for the year ended December 31, 2018 (which is 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 statement. Accordingly,
forward-looking statements should not be relied upon as a prediction of actual results.

S-iv
Table of Contents
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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 "Forward-Looking Statements and Risk" and "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2018 and similar sections in any subsequent Exchange Act reports that we incorporate by reference in this prospectus supplement and the
accompanying prospectus 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. We currently
have exploration and production operations in three geographic areas: the United States, Egypt, and offshore the United Kingdom in the North Sea.
We also have exploration interests in Suriname that may, over time, result in a reportable discovery and development opportunity.
The address of our principal executive offices is 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056, and our telephone number at this
address is (713) 296-6000.
Recent Developments
Cash Tender Offers
On June 5, 2019, we commenced cash tender offers with respect to several series of our outstanding notes, with a maximum aggregate purchase
price of $1.0 billion (collectively, the "Tender Offers"). The Tender Offers are being made on the terms and subject to the conditions set forth in an
offer to purchase, dated June 5, 2019, to the holders of the applicable series of existing notes. The Tender Offers will expire at 11:59 p.m., New York
City time, on July 2, 2019, unless extended or earlier terminated by us. The Tender Offers are conditioned upon, among other things, the completion
of one or more financing transactions sufficient to fund the consideration payable pursuant to the Tender Offers; however, the completion of this
offering of notes is not conditioned upon the consummation of the Tender Offers. See "Use of Proceeds" and "Capitalization." This prospectus
supplement does not constitute an offer to purchase or a solicitation of an offer to sell the existing notes.

S-1
Table of Contents
The Offering
Please refer to "Description of Notes" in this prospectus supplement and "Description of Apache Corporation Debt Securities" in the
accompanying prospectus for more information about the notes.

Issuer
Apache Corporation

Notes Offered
$600,000,000 aggregate principal amount of 4.250% notes due 2030.

$400,000,000 aggregate principal amount of 5.350% notes due 2049.

Maturity
2030 Notes -- January 15, 2030.

2049 Notes -- July 1, 2049.

Interest Rate
2030 Notes -- 4.250% per year.

2049 Notes -- 5.350% per year.

Interest Payment Dates
2030 Notes Interest on the 2030 Notes will be paid semi-annually in arrears on January 15
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and July 15 of each year, beginning on January 15, 2020.

2049 Notes Interest on the 2049 Notes will be paid semi-annually in arrears on January 1

and July 1 of each year, beginning on January 1, 2020.

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

Optional Redemption
The notes of each series will be redeemable in whole or in part, at our option at any time, at
the applicable redemption prices set forth under the heading "Description of Notes --
Optional Redemption."

Certain Covenants
The indenture governing the notes contains certain covenants, including limitations on liens.

Book-Entry Issuance, Denominations, Settlement and
We will issue the notes in fully registered form in minimum denominations of $2,000 or
Clearance
integral multiples of $1,000. The notes will be represented by one or more global securities
registered in the name of a nominee of The Depository Trust Company, or "DTC." You will
hold beneficial interests in the notes through DTC and its direct and indirect participants,
including Euroclear and Clearstream, Luxembourg, and DTC and its direct and indirect
participants will record your beneficial interest on their books. We will not issue certificated
notes except in limited circumstances.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $986.7 million
after deducting the underwriting discounts and estimated offering expenses. We intend to use
the net

S-2
Table of Contents
proceeds from this offering to purchase a portion of our outstanding senior indebtedness in
the Tender Offers and for general corporate purposes. See "Use of Proceeds" in this

prospectus supplement. Affiliates of the underwriters may hold a portion of the senior
indebtedness we purchase and therefore may receive proceeds from this offering. See
"Underwriting--Other Relationships."

Trustee
Wells Fargo Bank, National Association. The corporate trust office is located at 1445 Ross
Avenue, Suite 4300, Dallas, Texas 75202-2812.

Closing and Delivery
We expect to deliver the notes on or about June 19, 2019.

Governing Law
State of New York.

Risk Factors
You should carefully consider the information set forth under "Risk Factors" in this
prospectus supplement, as well as the other information included in or incorporated by
reference in this prospectus supplement before deciding whether to invest in the notes.

S-3
Table of Contents
RISK FACTORS
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An investment in the notes involves risks. You should carefully consider the risks described below, in addition to the other information contained or
incorporated by reference in this prospectus supplement or the accompanying prospectus. Specifically, please see "Risk Factors" included in our Annual
Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 for a
discussion of risk factors that may affect our business. Realization of any of those or the following risks or adverse results from any matter listed under
"Cautionary Statement Regarding Forward-Looking Information" in this prospectus supplement or under "Forward-Looking Statements and Risk" in our
Annual Report on Form 10-K for the year ended December 31, 2018 and similar sections in any subsequent Exchange Act reports that we incorporate by
reference in this prospectus supplement and the accompanying prospectus could have a material adverse effect on our business, prospects, financial
condition, cash flows, and results of operations. These risks could materially affect our ability to meet our obligations under the notes. As a result, you
could lose all or part of your investment in and expected return on the notes.
Risks Related to the Notes
The notes are structurally subordinated to the obligations of our subsidiaries, which may affect your ability to receive payments on the notes.
Each series of notes will be a direct obligation of Apache Corporation. Our subsidiaries are separate legal entities and have no obligation to pay any
amounts due on the notes or, subject to any existing or future contractual obligations between us and our subsidiaries, to provide us with funds for our
payment obligations, whether by dividends, distributions, loans, or other payments (as further described below). Our right to participate in any distribution
of assets of any subsidiary is subject to the prior claims of the creditors of that subsidiary, except to the extent that we are a creditor of the subsidiary and
our claims are recognized. Therefore, the notes are effectively subordinated to the indebtedness and other obligations of our subsidiaries. As of March 31,
2019, we had approximately $8.4 billion of indebtedness outstanding, none of which consisted of indebtedness of our subsidiaries except for $29 million of
current finance lease obligations of a subsidiary of Altus Midstream LP, an indirectly controlled subsidiary of Apache. Our subsidiaries have obligations
that are not considered indebtedness.
The indenture does not limit the amount of indebtedness that we may incur.
The indenture does not limit our ability to incur additional indebtedness or contain provisions that would afford holders of the notes protection in the
event of a sudden and significant decline in our credit quality or a take-over, recapitalization, or highly leveraged or similar transaction. Accordingly, we
could, in the future, enter into transactions that could increase the amount of our outstanding indebtedness or otherwise adversely affect our capital
structure.
Because a significant portion of our operations is conducted through our subsidiaries, our ability to service our debt is largely dependent on our
receipt of distributions or other payments from our subsidiaries.
A significant portion of our operations is conducted through our subsidiaries. As a result, our ability to make interest and principal payments on the
notes is largely dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans, or advances and
through repayment of loans or advances from us. Our subsidiaries do not have any obligation to pay amounts due on the notes or our other indebtedness or
to make funds available for that purpose.
Payments to us by our subsidiaries will be contingent upon our subsidiaries' earnings and other business considerations and may be subject to
statutory or contractual restrictions. In addition, there may be significant tax and other legal restrictions on the ability of our non-U.S. subsidiaries to remit
money to us.

S-4
Table of Contents
If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a price that you deem
sufficient.
Each series of notes is a new issue of securities for which there is currently no established trading market. We do not intend to apply for the listing of
the notes on any national securities exchange or for inclusion of the notes on any automated dealer quotation system. While the underwriters of the notes
have advised us that they intend to make a market in the notes, the underwriters will not be obligated to do so and may discontinue any market making
activities at any time in their sole discretion and without notice. No assurance can be given:

· that a market for the notes will develop or continue;

· as to the liquidity of any market that does develop; or

· as to your ability to sell any notes you may own or the price at which you may be able to sell your notes.
If an active trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected.
A downgrade in our credit rating could adversely affect the trading price of the notes.
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The trading price for the notes may be affected by our credit rating. Credit ratings are continually revised. Any credit rating downgrade could
adversely affect the trading price of the notes or the trading markets for the notes to the extent trading markets for the notes develop.

S-5
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $986.7 million after deducting the underwriting discounts and estimated
expenses of the offering payable by us.
We intend to use the net proceeds from this offering to purchase a portion of our outstanding senior indebtedness in the Tender Offers and for
general corporate purposes. See "Underwriting--Other Relationships."

S-6
Table of Contents
CAPITALIZATION
The following table sets forth our consolidated cash and cash equivalents and consolidated capitalization as of March 31, 2019:

· on an actual basis; and

· on an as adjusted basis to give effect to this offering.
You should read this table in conjunction with the section of this prospectus supplement entitled "Use of Proceeds" and our consolidated financial
statements and the related notes incorporated by reference in this prospectus supplement and the accompanying prospectus.

As of March 31,

2019

Actual
As Adjusted
(unaudited)

(in millions)

Cash and cash equivalents(1)

$
327
$
1,314

Total debt (including current portion):

Existing notes and debentures(1)

8,206

8,206
Revolving credit facility and commercial paper(2)

159

159
Finance lease obligations

68

68
Notes offered hereby(3)

--

987

Total debt (including current portion)

8,433

9,420
Total equity(4)

8,609

8,609

Total capitalization

$17,042
$
18,029

(1)
As adjusted amounts do not reflect the use of the net proceeds of this offering to purchase a portion of our outstanding senior indebtedness in the
Tender Offers. See "Summary--Recent Developments--Cash Tender Offers" and "Use of Proceeds."
(2)
As of March 31, 2019, we had an unsecured revolving syndicated bank credit facility with commitments totaling $4.0 billion (including a letter of
credit subfacility of up to $3.0 billion, of which $2.08 billion was committed). We can increase commitments up to $5.0 billion by adding new
lenders or obtaining the consent of any increasing existing lenders. The facility matures in March 2024, subject to our one-year extension option. We
also have a $3.5 billion commercial paper program, which is fully supported by available borrowing capacity under the committed credit facility. As
of March 31, 2019, letters of credit aggregating £3.1 million and no borrowings were outstanding under the committed facility, and $159 million of
commercial paper was outstanding. In addition, Altus Midstream LP, an indirectly controlled subsidiary of Apache, has an unsecured revolving
syndicated bank credit facility that matures in November 2023 (subject to Altus Midstream LP's two, one-year extension options) with aggregate
commitments of between $450 million and $800 million, depending upon achievement of specified financial metrics. After all such metrics are
achieved, Altus Midstream LP may increase commitments up to an aggregate $1.5 billion by adding new lenders or obtaining the consent of any
increasing existing lenders. Aggregate commitments under the Altus Midstream LP facility include a letter of credit subfacility and a swingline loan
subfacility, each of up to $100 million. As of March 31, 2019, no borrowings or letters of credit were outstanding under Altus Midstream LP's
facility. The obligations under this facility are not guaranteed by Apache or any of its subsidiaries.
(3)
As adjusted amount is the public offering price, net of the underwriting discount and estimated expenses of the offering payable by us.
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(4)
As of March 31, 2019, total equity includes approximately $1.6 billion attributable to noncontrolling interests.

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Table of Contents
On May 8, 2019, two controlled subsidiaries of Apache, Altus Midstream LP and Altus Midstream Company, entered into a Preferred Unit Purchase
Agreement with the purchasers party thereto. The Preferred Unit Purchase Agreement provides for Altus Midstream LP's issuance of Series A Cumulative
Redeemable Preferred Units for an aggregate issue price of $625 million in a private offering exempt from the registration requirements of the Securities
Act of 1933. Closing and funding of the transaction is expected to occur by June 28, 2019, subject to customary closing conditions.

S-8
Table of Contents
DESCRIPTION OF NOTES
This section describes the specific financial and legal terms of the notes and supplements the more general description under "Description of Apache
Corporation Debt Securities" in the accompanying prospectus. To the extent that the following description is inconsistent with the terms described under
"Description of Apache Corporation Debt Securities" in the accompanying prospectus, the following description replaces that in the accompanying
prospectus.
We will issue the notes under the senior indenture dated as of August 14, 2018, between us and Wells Fargo Bank, National Association, as trustee.
Certain terms of the notes will be established pursuant to an officers' certificate pursuant to the senior indenture. The following description and the
description of our debt securities in the accompanying prospectus is a summary of the material provisions of the notes and the senior indenture. These
descriptions do not restate the senior indenture in its entirety. We urge you to read the senior indenture because it, and not this description, defines your
rights as holders of the notes. We have filed a copy of the senior indenture as an exhibit to the registration statement, which includes the accompanying
prospectus.
The notes are "senior debt securities" as that term is used in the accompanying prospectus.
With certain exceptions and pursuant to certain requirements set forth in the senior indenture, we may discharge our obligations under the senior
indenture with respect to the notes as described under "Description of Apache Corporation Debt Securities -- Discharge, Defeasance and Covenant
Defeasance" in the accompanying prospectus.
Principal, Maturity and Interest
We are offering $600,000,000 initial aggregate principal amount of 4.250% notes due 2030, which we refer to as the "2030 Notes." We are offering
$400,000,000 initial aggregate principal amount of 5.350% notes due 2049, which we refer to as the "2049 Notes." The 2030 Notes will mature on January
15, 2030, and the 2049 Notes will mature on July 1, 2049.
We may issue and sell additional notes of a given series in the future without the consent of the holders of the applicable series of notes. Any such
additional notes, together with the outstanding notes of the applicable series, will constitute a single series of notes under the senior indenture, provided that
unless such additional notes are fungible with the outstanding notes of such series for U.S. federal income tax purposes, such additional notes will be issued
under a separate CUSIP number.
Interest on the 2030 Notes will accrue at the rate of 4.250% per year, and interest on the 2049 Notes will accrue at a rate of 5.350% per year. Interest
on the 2030 Notes will be paid semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. Interest on the 2049 Notes
will be paid semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2020. We will make each interest payment to the
person in whose name the notes are registered at the close of business on the immediately preceding January 1 or July 1, in the case of the 2030 Notes, or
June 15 or December 15, in the case of the 2049 Notes, whether or not that day is a business day. "Business day" means any day other than a Saturday,
Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation, or executive order to be closed.
Interest on the notes will accrue from June 19, 2019, or from the most recent interest payment date to which interest has been paid or duly provided
for, and will be computed on the basis of a 360-day year comprised of twelve 30-day months.
If any interest payment date, maturity date, or redemption date of the notes falls on a day that is not a business day, the related payment will be made
on the next business day and, unless we default on the payment, no interest will accrue for the period from and after the interest payment date, maturity
date, or redemption date.

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Ranking
The notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured obligations from time to time
outstanding.
Sinking Fund
The notes will not be entitled to the benefit of a sinking fund.
Listing
We do not intend to list the notes on any securities exchange or automated quotation system.
Denominations
The notes will be issued in book-entry form without coupons only in minimum denominations of $2,000 or integral multiples of $1,000.
Optional Redemption
The notes of each series may be redeemed in whole at any time or in part from time to time, at our option. If the 2030 Notes are redeemed before the
date that is three months prior to their maturity date or if the 2049 Notes are redeemed before the date that is six months prior to their maturity date, the
notes of the applicable series may be redeemed by us at a redemption price equal to the greater of:

· 100% of the principal amount of notes then outstanding to be redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (not including any
portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming

a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 35 basis points in the case of the 2030 Notes and 45
basis points in the case of the 2049 Notes;
plus, in each case, accrued and unpaid interest on the principal amount of the notes being redeemed to the redemption date.
If the 2030 Notes are redeemed on or after the date that is three months prior to their maturity date or if the 2049 Notes are redeemed on or after the
date that is six months prior to their maturity date, the notes of the applicable series may be redeemed at a redemption price equal to 100% of the principal
amount of the notes then outstanding to be redeemed plus accrued and unpaid interest on the principal amount of the notes being redeemed to the
redemption date.
"Treasury rate" means, with respect to any redemption date:

· the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated "H.15" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury

Constant Maturities," for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the
remaining life (as defined below), yields for the two published maturities most closely corresponding to the comparable treasury issue will be
determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

· if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the

rate per annum equal to the semi-annual equivalent yield to

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maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal

amount) equal to the comparable treasury price for such redemption date.
The treasury rate will be calculated on the third business day next preceding the date fixed for redemption (the "calculation date").
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