SYS-CON MEDIA Authors: Roberto Medrano, Dmitriy Stepanov, Gilad Parann-Nissany, Sean Houghton, Glenn Rossman

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Apache Prices $2 Billion Notes Offering

HOUSTON, Nov. 28, 2012 /PRNewswire/ -- Apache Corporation (NYSE, Nasdaq: APA) said today that it has priced $2 billion in aggregate principal amount of notes in a public offering comprising $1.2 billion principal amount of 2.625% notes due in 2023 and $800 million principal amount of 4.25% notes due in 2044.

Apache intends to use the net proceeds from the offering to repay outstanding commercial paper borrowings and for general corporate purposes.

Net proceeds to Apache, after deducting the underwriting discounts and estimated offering expenses payable by Apache, are expected to be approximately $1.97 billion. The offering is expected to close on December 3, 2012, subject to the satisfaction of customary closing conditions.

Joint book-running managers for the offering are BofA Merrill Lynch, Citigroup, Goldman, Sachs & Co., J.P. Morgan, BMO Capital Markets, BNP PARIBAS, Credit Agricole CIB, Deutsche Bank Securities, HSBC, Mitsubishi UFJ Securities, Mizuho Securities, RBC Capital Markets, RBS, UBS Investment Bank and Wells Fargo Securities.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Apache

Apache Corporation is an oil and gas exploration and production company with operations in the United States, Canada, Egypt, the United Kingdom North Sea, Australia and Argentina.

Forward-looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods.  While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations.  See "Risk Factors" in our 2011 Form 10-K filed with the Securities and Exchange Commission for a discussion of risk factors that affect our business.  Any forward-looking statement made by us in this news release speaks only as of the date on which it is made.  Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.  We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required by law.

APA-F

SOURCE Apache Corporation

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