Bond Apaches 4.75% ( US037411BA28 ) in USD

Apaches

100 % ▲

United States

US037411BA28 ( in USD )

4.75% per year ( payment 2 times a year)

14/04/2043

Prospectus brochure of the bond Apache US037411BA28 en USD 4.75%, maturity 14/04/2043

1 000 USD

1 500 000 000 USD

037411BA2

BB+ ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

15/04/2026 ( In 113 days )

Apache is an open-source, cross-platform web server software widely used for hosting websites and web applications.

The Bond issued by Apaches ( United States ) , in USD, with the ISIN code US037411BA28, pays a coupon of 4.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2043

The Bond issued by Apaches ( United States ) , in USD, with the ISIN code US037411BA28, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Apaches ( United States ) , in USD, with the ISIN code US037411BA28, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
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424B2 1 d321180d424b2.htm FINAL PROSPECTUS SUPPLEMENT
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Proposed
Proposed Maximum
Maximum Offering
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered
Amount Registered
Price Per Unit

Price
Registration Fee(1)
1.75% Notes due 2017

$ 400,000,000
99.713%
$ 398,852,000
$ 45,709
3.25% Notes due 2022

$1,100,000,000
99.661%
$1,096,271,000
$125,633
4.75% Notes due 2043

$1,500,000,000
99.725%
$1,495,875,000
$171,428

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-174429

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 23, 2011)

We are offering $400,000,000 aggregate principal amount of 1.75% notes due 2017, which we refer to as the "2017 Notes,"
$1,100,000,000 aggregate principal amount of 3.25% notes due 2022, which we refer to as the "2022 Notes," and $1,500,000,000
aggregate principal amount of 4.75% notes due 2043, which we refer to as the "2043 Notes." Interest on the notes will be paid
semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2012. The 2017 Notes will mature on
April 15, 2017, the 2022 Notes will mature on April 15, 2022, and the 2043 Notes will mature on April 15, 2043. 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 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-4 of this prospectus supplement.

Per 2017
Per 2022
Per 2043

Note

Total

Note

Total

Note

Total

Public offering price(1)
99.713% $398,852,000 99.661% $1,096,271,000 99.725% $1,495,875,000
Underwriting discount
0.600%
$
2,400,000 0.650% $
7,150,000 0.875% $
13,125,000
Proceeds, before expenses, to us
99.113% $396,452,000 99.011% $1,089,121,000 98.850% $1,482,750,000
(1) Plus accrued interest, if any, from April 9, 2012, 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 and
its participants, including Clearstream Banking, societe anonyme, and Euroclear Bank S.A./N.V., on or about April 9, 2012.

Joint Book-Running Managers (2017, 2022 and 2043 Notes)

Citigroup

Goldman, Sachs & Co.

J.P. Morgan
Joint Book-Running Managers (2017 Notes)

HSBC

Morgan Stanley
Joint Book-Running Managers (2022 Notes)

BMO Capital Markets
Deutsche Bank Securities

Mitsubishi UFJ Securities

RBC Capital Markets
Joint Book-Running Managers (2043 Notes)

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BofA Merrill Lynch

RBS

UBS Investment Bank

Wells Fargo Securities

Co-Managers (2017 Notes)

ANZ Securities

BMO Capital Markets

Deutsche Bank Securities
Mitsubishi UFJ Securities

Natixis
RBC Capital Markets

Scotiabank
Co-Managers (2022 Notes)

Credit Agricole CIB
Fifth Third Securities, Inc.

HSBC

Morgan Stanley
Co-Managers (2043 Notes)

Mizuho Securities

SOCIETE GENERALE
Standard Chartered Bank
TD Securities
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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

Ratio of Earnings to Fixed Charges
S-6

Capitalization
S-7

Description of Notes
S-8

Material U.S. Federal Tax Considerations
S-15
Underwriting
S-18
Validity of the Securities
S-23
Experts
S-23
Prospectus

Page
About this Prospectus
1

Cautionary Statement Regarding Forward-Looking Statements
2

Where You Can Find More Information
3

Incorporation by Reference
4

Apache Corporation
5

Apache Finance Pty Ltd
5

Apache Finance Australia Pty Ltd
5

Apache Finance Canada Corporation
5

Apache Finance Canada II Corporation
5

Use of Proceeds
6

Ratio of Earnings to Fixed Charges
7

Description of Apache Corporation Capital Stock
8

Description of Depositary Shares
15

Description of Apache Corporation Debt Securities
18

Description of Purchase Contracts and Units
32

Description of Warrants
33

Description of Apache Finance, Apache Australia, Apache Canada and Apache Canada II Debt Securities and Apache
Guarantee
34

Plan of Distribution
54

Investment in Apache Corporation by Employee Benefit Plans
57

Legal Matters
58

Experts
58

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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 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.

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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 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.
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 3, 2012)
Year ended December 31, 2011
Amendment No. 1 on Form 10-K/A to Annual Report on Form 10-K Year ended December 31, 2011
Current Reports on Form 8-K
January 13, 2012, January 23, 2012 and February 7, 2012
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

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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 "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, 2011
(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 statements. Accordingly, forward-looking statements should not be relied upon as a prediction of
actual results.

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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 "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, 2011 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 interests in six countries: the U.S., Canada, Egypt, Australia, offshore the
U.K. in the North Sea, and Argentina. We also pursue exploration interests in other countries that may over time result in
reportable discoveries and development opportunities.
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.

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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
$400,000,000 aggregate principal amount of 1.75% notes due 2017.

$1,100,000,000 aggregate principal amount of 3.25% notes due 2022.

$1,500,000,000 aggregate principal amount of 4.75% notes due 2043.

Maturity
2017 Notes April 15, 2017.

2022 Notes April 15, 2022.

2043 Notes April 15, 2043.

Interest rate
2017 Notes 1.75% per year.

2022 Notes 3.25% per year.

2043 Notes 4.75% per year.

Interest payment dates
Interest on the notes will be paid semi-annually in arrears on April 15 and
October 15 of each year, beginning on October 15, 2012.

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."

Change in control
If a change in control, as defined in the indenture governing the notes, occurs,
each holder of notes may elect to require us to repurchase the holder's notes. If a
holder makes this election, we must purchase the holder's notes for their
principal amount plus accrued interest to the purchase date. See "Description of
Apache Corporation Debt Securities -- We Are Obligated to Purchase Debt
Securities Upon a Change in Control" beginning on page 27 in the accompanying
prospectus.

Certain covenants
The indenture governing the notes contains certain covenants, including
limitations on liens and sale-leaseback transactions.

Book-entry issuance, denominations, settlement We will issue the notes in fully registered form in minimum denominations of
and clearance
$2,000 and integral multiples of $1,000 in excess thereof. 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

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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
$2,965.2 million after deducting the underwriting discounts and estimated
offering expenses. We intend to use the net proceeds from this offering to finance
the cash portion of the purchase price in connection with our previously
disclosed acquisition of Cordillera Energy Partners III LLC, or "Cordillera,"
and to repay our $400 million in aggregate principal amount of 6.25% notes,
which mature on April 15, 2012. To the extent there are any net proceeds from
this offering remaining after the foregoing uses, we intend to use such proceeds
for general corporate purposes. See "Use of Proceeds" in this prospectus
supplement.

Trustee
Wells Fargo Bank, National Association. The corporate trust office is located at
750 North St. Paul Place, Suite 1750, Dallas, Texas, 75201.

Closing and delivery
We expect to deliver the notes on or about April 9, 2012.

Governing law
The 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.
Ratio of Earnings to Fixed Charges

Years Ended December 31,

2011
2010 2009 2008
2007
Ratio of Earnings to Fixed Charges
16.39 12.93 1.77 3.72 14.76

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