Supplemental Guarantor Information | 10. SUPPLEMENTAL GUARANTOR INFORMATION In December 1999, Apache Finance Canada issued approximately $300 million of publicly-traded notes due in 2029. The notes are fully and unconditionally guaranteed by Apache. The following condensed consolidating financial statements are provided as an alternative to filing separate financial statements. Apache Finance Canada is 100 percent owned by Apache Corporation. As such, these condensed consolidating financial statements should be read in conjunction with Apache’s consolidated financial statements and the notes thereto, of which this note is an integral part. APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Quarter Ended June 30, 2015 All Other Apache Subsidiaries Apache Finance of Apache Reclassifications Corporation Canada Corporation & Eliminations Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 434 $ — $ 1,518 $ — $ 1,952 Equity in net income of affiliates (1,987 ) (393 ) (1 ) 2,381 — Other (10 ) 12 4 19 25 (1,563 ) (381 ) 1,521 2,400 1,977 OPERATING EXPENSES: Depreciation, depletion, and amortization 4,346 — 2,476 — 6,822 Asset retirement obligation accretion 3 — 33 — 36 Lease operating expenses 108 — 359 — 467 Gathering and transportation 7 — 42 — 49 Taxes other than income 33 — 22 — 55 General and administrative 74 — 18 19 111 Transaction, reorganization, and separation costs 66 — — — 66 Financing costs, net 71 11 (19 ) — 63 4,708 11 2,931 19 7,669 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (6,271 ) (392 ) (1,410 ) 2,381 (5,692 ) Provision (benefit) for income taxes (843 ) 2 (19 ) — (860 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (5,428 ) (394 ) (1,391 ) 2,381 (4,832 ) Net income (loss) from discontinued operations, net of tax (172 ) — (560 ) — (732 ) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (5,600 ) (394 ) (1,951 ) 2,381 (5,564 ) Net income attributable to noncontrolling interest — — 36 — 36 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (5,600 ) $ (394 ) $ (1,987 ) $ 2,381 $ (5,600 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (5,600 ) $ (394 ) $ (1,987 ) $ 2,381 $ (5,600 ) APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Quarter Ended June 30, 2014 All Other Apache Subsidiaries Apache Finance of Apache Reclassifications Corporation Canada Corporation & Eliminations Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 895 $ — $ 2,576 $ — $ 3,471 Equity in net income (loss) of affiliates 491 24 11 (526 ) — Derivative instrument gains (losses), net (125 ) — (49 ) — (174 ) Other (69 ) 13 44 4 (8 ) 1,192 37 2,582 (522 ) 3,289 OPERATING EXPENSES: Depreciation, depletion, and amortization 356 — 1,002 — 1,358 Asset retirement obligation accretion 8 — 30 — 38 Lease operating expenses 121 — 439 — 560 Gathering and transportation 14 — 52 — 66 Taxes other than income 47 — 130 — 177 General and administrative 96 — 13 4 113 Transaction, reorganization, and separation costs 14 — — — 14 Financing costs, net 41 10 1 — 52 697 10 1,667 4 2,378 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 495 27 915 (526 ) 911 Provision (benefit) for income taxes (10 ) (8 ) 372 — 354 NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST 505 35 543 (526 ) 557 Net income from discontinued operations, net of tax — — 56 — 56 NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST 505 35 599 (526 ) 613 Net income attributable to noncontrolling interest — — 108 — 108 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ 505 $ 35 $ 491 $ (526 ) $ 505 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ 505 $ 35 $ 491 $ (526 ) $ 505 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2015 All Other Apache Subsidiaries Apache Finance of Apache Reclassifications Corporation Canada Corporation & Eliminations Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 799 $ — $ 2,791 $ — $ 3,590 Equity in net income (loss) of affiliates (3,072 ) (1,047 ) — 4,119 — Other (50 ) 26 22 19 17 (2,323 ) (1,021 ) 2,813 4,138 3,607 OPERATING EXPENSES: Depreciation, depletion, and amortization 9,845 — 5,279 — 15,124 Asset retirement obligation accretion 7 — 65 — 72 Lease operating expenses 232 — 716 — 948 Gathering and transportation 16 — 89 — 105 Taxes other than income 67 — 61 — 128 General and administrative 138 — 36 19 193 Transaction, reorganization, and separation costs 120 — — — 120 Financing costs, net 123 21 (11 ) — 133 10,548 21 6,235 19 16,823 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (12,871 ) (1,042 ) (3,422 ) 4,119 (13,216 ) Provision (benefit) for income taxes (2,792 ) 5 (1,093 ) — (3,880 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (10,079 ) (1,047 ) (2,329 ) 4,119 (9,336 ) Net loss from discontinued operations, net of tax (172 ) — (692 ) — (864 ) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (10,251 ) (1,047 ) (3,021 ) 4,119 (10,200 ) Net income attributable to noncontrolling interest — — 51 — 51 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (10,251 ) $ (1,047 ) $ (3,072 ) $ 4,119 $ (10,251 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (10,251 ) $ (1,047 ) $ (3,072 ) $ 4,119 $ (10,251 ) APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2014 All Other Apache Subsidiaries Apache Finance of Apache Reclassifications Corporation Canada Corporation & Eliminations Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 1,787 $ — $ 5,075 $ — $ 6,862 Equity in net income (loss) of affiliates 744 53 4 (801 ) — Derivative instrument gains (losses), net (145 ) — (49 ) — (194 ) Other (73 ) 27 52 3 9 2,313 80 5,082 (798 ) 6,677 OPERATING EXPENSES: Depreciation, depletion, and amortization 684 — 1,774 — 2,458 Asset retirement obligation accretion 15 — 61 — 76 Lease operating expenses 249 — 859 — 1,108 Gathering and transportation 28 — 108 — 136 Taxes other than income 126 — 232 — 358 General and administrative 189 — 29 3 221 Transaction, reorganization, and separation costs 30 — 2 — 32 Financing costs, net 73 20 4 — 97 1,394 20 3,069 3 4,486 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 919 60 2,013 (801 ) 2,191 Provision for income taxes 52 2 830 — 884 NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST 867 58 1,183 (801 ) 1,307 Net loss from discontinued operations, net of tax (127 ) — (233 ) — (360 ) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST 740 58 950 (801 ) 947 Net income attributable to noncontrolling interest — — 206 — 206 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ 740 $ 58 $ 744 $ (801 ) $ 741 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK (1) $ 739 $ 58 $ 744 $ (801 ) $ 740 (1) Comprehensive income (loss) activity is recorded on the Apache Corporation entity and consists of derivative instrument reclassifications and changes in fair value as reflected on our Statement of Consolidated Comprehensive Income. APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2015 All Other Apache Subsidiaries Apache Finance of Apache Reclassifications Corporation Canada Corporation & Eliminations Consolidated (In millions) CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES $ 192 $ (21 ) $ 1,566 $ — $ 1,737 CASH PROVIDED BY DISCONTINUED OPERATIONS — — 196 — 196 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 192 (21 ) 1,762 — 1,933 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas property (1,222 ) — (1,765 ) — (2,987 ) Leasehold and property acquisitions (124 ) — (4 ) — (128 ) Additions to gas gathering, transmission, and processing facilities (24 ) — (70 ) — (94 ) Proceeds from sale of Kitimat LNG — — 854 — 854 Proceeds from sale of other oil and gas properties 4 — 115 — 119 Investment in subsidiaries, net 82 — — (82 ) — Other (16 ) — (51 ) — (67 ) NET CASH USED IN CONTINUING INVESTING ACTIVITIES (1,300 ) — (921 ) (82 ) (2,303 ) NET CASH PROVIDED BY DISCONTINUED OPERATIONS — — 4,335 — 4,335 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,300 ) — 3,414 (82 ) 2,032 CASH FLOWS FROM FINANCING ACTIVITIES: Commercial paper and bank credit facilities, net (1,570 ) — — — (1,570 ) Intercompany borrowings 4,551 (10 ) (4,623 ) 82 — Distributions to noncontrolling interest — — (40 ) — (40 ) Dividends paid (189 ) — — — (189 ) Treasury stock activity, net — — — — — Other 2 31 (18 ) — 15 NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES 2,794 21 (4,681 ) 82 (1,784 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,794 21 (4,681 ) 82 (1,784 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,686 — 495 — 2,181 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 267 — 502 — 769 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,953 $ — $ 997 $ — $ 2,950 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2014 All Other Apache Subsidiaries Apache Finance of Apache Reclassifications Corporation Canada Corporation & Eliminations Consolidated (In millions) CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES $ 70 $ (33 ) $ 3,912 $ — $ 3,949 CASH PROVIDED BY DISCONTINUED OPERATIONS — — 683 — 683 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 70 (33 ) 4,595 — 4,632 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas property (1,625 ) — (2,744 ) — (4,369 ) Leasehold and property acquisitions (83 ) — (29 ) — (112 ) Additions to gas gathering, transmission, and processing facilities (2 ) — (343 ) — (345 ) Proceeds from sale of Deepwater Gulf of Mexico assets 1,367 — — — 1,367 Restricted cash related to divestitures (1,367 ) — — — (1,367 ) Proceeds from sale of other oil and gas properties 69 — 312 — 381 Investment in subsidiaries, net 2,899 — — (2,899 ) — Other (35 ) — 2 — (33 ) NET CASH PROVIDED BY (USED IN) CONTINUING INVESTING ACTIVITIES 1,223 — (2,802 ) (2,899 ) (4,478 ) NET CASH USED IN DISCONTINUED OPERATIONS — — (13 ) — (13 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 1,223 — (2,815 ) (2,899 ) (4,491 ) CASH FLOWS FROM FINANCING ACTIVITIES: Commercial paper and bank credit facilities, net — — (1 ) — (1 ) Intercompany borrowings — 11 (2,909 ) 2,898 — Distributions to noncontrolling interest — — (66 ) — (66 ) Dividends paid (176 ) — — — (176 ) Treasury stock activity, net (1,263 ) — — — (1,263 ) Other — 19 5 1 25 NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES (1,439 ) 30 (2,971 ) 2,899 (1,481 ) NET CASH USED IN DISCONTINUED OPERATIONS — — (42 ) — (42 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (1,439 ) 30 (3,013 ) 2,899 (1,523 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (146 ) (3 ) (1,233 ) — (1,382 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 155 3 1,748 — 1,906 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9 $ — $ 515 $ — $ 524 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2015 All Other Apache Subsidiaries Apache Finance of Apache Reclassifications Corporation Canada Corporation & Eliminations Consolidated (In millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,953 $ — $ 997 $ — $ 2,950 Receivables, net of allowance 470 — 1,119 — 1,589 Inventories 38 — 591 — 629 Drilling advances 17 1 175 — 193 Deferred tax asset 72 — 12 — 84 Prepaid assets and other 22 — 26 — 48 Intercompany receivable 5,420 — — (5,420 ) — 7,992 1 2,920 (5,420 ) 5,493 PROPERTY AND EQUIPMENT, NET 5,096 — 23,219 — 28,315 OTHER ASSETS: Intercompany receivable — — 691 (691 ) — Equity in affiliates 21,663 149 452 (22,264 ) — Deferred charges and other 176 1,000 1,328 (1,000 ) 1,504 $ 34,927 $ 1,150 $ 28,610 $ (29,375 ) $ 35,312 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 449 $ — $ 261 $ — $ 710 Other current liabilities 838 1 834 — 1,673 Intercompany payable — — 5,420 (5,420 ) — 1,287 1 6,515 (5,420 ) 2,383 LONG-TERM DEBT 9,378 298 0 — 9,676 DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES: Intercompany payable 691 — — (691 ) — Income taxes 502 — 2,142 — 2,644 Asset retirement obligation 220 — 2,314 — 2,534 Other 7,305 250 (6,235 ) (1,000 ) 320 8,718 250 (1,779 ) (1,691 ) 5,498 COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY 15,544 601 21,663 (22,264 ) 15,544 Noncontrolling interest — — 2,211 — 2,211 TOTAL EQUITY 15,544 601 23,874 (22,264 ) 17,755 $ 34,927 $ 1,150 $ 28,610 $ (29,375 ) $ 35,312 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 All Other Apache Subsidiaries Apache Finance of Apache Reclassifications Corporation Canada Corporation & Eliminations Consolidated (In millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 267 $ — $ 502 $ — $ 769 Receivables, net of allowance 837 — 1,187 — 2,024 Inventories 24 — 684 — 708 Drilling advances 34 1 353 — 388 Assets held for sale — — 1,628 — 1,628 Deferred tax asset 612 — 157 — 769 Prepaid assets and other 32 — 97 — 129 Intercompany receivable 4,939 — — (4,939 ) — 6,745 1 4,608 (4,939 ) 6,415 PROPERTY AND EQUIPMENT, NET 13,940 — 34,136 — 48,076 OTHER ASSETS: Intercompany receivable — — 608 (608 ) — Equity in affiliates 25,791 869 444 (27,104 ) — Goodwill — — 87 — 87 Deferred charges and other 175 1,002 1,197 (1,000 ) 1,374 $ 46,651 $ 1,872 $ 41,080 $ (33,651 ) $ 55,952 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 748 $ 10 $ 452 $ — $ 1,210 Asset retirement obligation 28 — 9 — 37 Other current liabilities 1,014 1 1,402 — 2,417 Intercompany payable — — 4,939 (4,939 ) — 1,790 11 6,802 (4,939 ) 3,664 LONG-TERM DEBT 10,947 298 — — 11,245 DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES: Intercompany payable 608 — — (608 ) — Income taxes 5,076 — 4,423 — 9,499 Asset retirement obligation 211 — 2,837 — 3,048 Other 2,082 250 (973 ) (1,000 ) 359 7,977 250 6,287 (1,608 ) 12,906 COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY 25,937 1,313 25,791 (27,104 ) 25,937 Noncontrolling interest — — 2,200 — 2,200 TOTAL EQUITY 25,937 1,313 27,991 (27,104 ) 28,137 $ 46,651 $ 1,872 $ 41,080 $ (33,651 ) $ 55,952 |