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 September 30, 2015 Apache Apache All Other Reclassifications Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 344 $ — $ 1,228 $ — $ 1,572 Equity in net income of affiliates (1,759 ) (520 ) — 2,279 — Other (63 ) 14 (27 ) — (76 ) (1,478 ) (506 ) 1,201 2,279 1,496 OPERATING EXPENSES: Depreciation, depletion, and amortization 4,195 — 2,434 — 6,629 Asset retirement obligation accretion 4 — 33 — 37 Lease operating expenses 97 — 353 — 450 Gathering and transportation 9 — 49 — 58 Taxes other than income 30 — 74 — 104 Impairments 110 — 257 — 367 General and administrative 76 — 10 — 86 Financing costs, net 112 10 (15 ) — 107 4,633 10 3,195 — 7,838 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (6,111 ) (516 ) (1,994 ) 2,279 (6,342 ) Provision (benefit) for income taxes (463 ) 4 (332 ) — (791 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (5,648 ) (520 ) (1,662 ) 2,279 (5,551 ) Net income (loss) from discontinued operations, net of tax (7 ) — (88 ) — (95 ) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (5,655 ) (520 ) (1,750 ) 2,279 (5,646 ) Net income attributable to noncontrolling interest — — 9 — 9 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (5,655 ) $ (520 ) $ (1,759 ) $ 2,279 $ (5,655 ) APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Quarter Ended September 30, 2014 Apache Apache All Other Reclassifications Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 882 $ — $ 2,299 $ — $ 3,181 Equity in net income (loss) of affiliates 491 5 1 (497 ) — Derivative instrument gains (losses), net 320 — (47 ) — 273 Other (34 ) 14 5 2 (13 ) 1,659 19 2,258 (495 ) 3,441 OPERATING EXPENSES: Depreciation, depletion, and amortization 1,914 — 821 — 2,735 Asset retirement obligation accretion 8 — 31 — 39 Lease operating expenses 137 — 451 — 588 Gathering and transportation 15 — 52 — 67 Taxes other than income 67 — 57 — 124 General and administrative 89 — 20 2 111 Transaction, reorganization, and separation 34 — — — 34 Financing costs, net 45 11 4 — 60 2,309 11 1,436 2 3,758 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (650 ) 8 822 (497 ) (317 ) Provision (benefit) for income taxes 678 2 88 — 768 NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (1,328 ) 6 734 (497 ) (1,085 ) Net income from discontinued operations, net of tax — — (156 ) — (156 ) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (1,328 ) 6 578 (497 ) (1,241 ) Net income attributable to noncontrolling interest — — 89 — 89 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (1,328 ) $ 6 $ 489 $ (497 ) $ (1,330 ) APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2015 Apache Apache All Other Reclassifications Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 1,143 $ — $ 4,019 $ — $ 5,162 Equity in net income (loss) of affiliates (4,831 ) (1,567 ) — 6,398 — Other (113 ) 40 (5 ) 19 (59 ) (3,801 ) (1,527 ) 4,014 6,417 5,103 OPERATING EXPENSES: Depreciation, depletion, and amortization 14,040 — 7,713 — 21,753 Asset retirement obligation accretion 11 — 98 — 109 Lease operating expenses 329 — 1,069 — 1,398 Gathering and transportation 25 — 138 — 163 Taxes other than income 97 — 135 — 232 Impairments 110 — 257 — 367 General and administrative 214 — 46 19 279 Transaction, reorganization, and separation 120 — — — 120 Financing costs, net 235 31 (26 ) — 240 15,181 31 9,430 19 24,661 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (18,982 ) (1,558 ) (5,416 ) 6,398 (19,558 ) Provision (benefit) for income taxes (3,255 ) 9 (1,425 ) — (4,671 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (15,727 ) (1,567 ) (3,991 ) 6,398 (14,887 ) Net loss from discontinued operations, net of tax (179 ) — (780 ) — (959 ) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (15,906 ) (1,567 ) (4,771 ) 6,398 (15,846 ) Net income attributable to noncontrolling interest — — 60 — 60 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (15,906 ) $ (1,567 ) $ (4,831 ) $ 6,398 $ (15,906 ) APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2014 Apache Apache All Other Reclassifications Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 2,669 $ — $ 7,374 $ — $ 10,043 Equity in net income (loss) of affiliates 1,233 58 6 (1,297 ) — Derivative instrument gains (losses), net 175 — (96 ) — 79 Other (106 ) 41 56 5 (4 ) 3,971 99 7,340 (1,292 ) 10,118 OPERATING EXPENSES: Depreciation, depletion, and amortization 2,598 — 2,595 — 5,193 Asset retirement obligation accretion 23 — 92 — 115 Lease operating expenses 386 — 1,310 — 1,696 Gathering and transportation 43 — 160 — 203 Taxes other than income 193 — 289 — 482 General and administrative 276 — 51 5 332 Transaction, reorganization, and separation 66 — — — 66 Financing costs, net 118 31 8 — 157 3,703 31 4,505 5 8,244 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 268 68 2,835 (1,297 ) 1,874 Provision for income taxes 730 4 918 — 1,652 NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (462 ) 64 1,917 (1,297 ) 222 Net loss from discontinued operations, net of tax (127 ) — (389 ) — (516 ) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (589 ) 64 1,528 (1,297 ) (294 ) Net income attributable to noncontrolling interest — — 295 — 295 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (589 ) $ 64 $ 1,233 $ (1,297 ) $ (589 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK (1) $ (590 ) $ 64 $ 1,233 $ (1,297 ) $ (590 ) (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 Nine Months Ended September 30, 2015 Apache Apache All Other Reclassifications Consolidated (In millions) CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES $ 77 $ (25 ) $ 2,520 $ — $ 2,572 CASH PROVIDED BY DISCONTINUED OPERATIONS — — 150 — 150 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 77 (25 ) 2,670 — 2,722 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas property (1,517 ) — (2,327 ) — (3,844 ) Leasehold and property acquisitions (243 ) — (11 ) — (254 ) Additions to gas gathering, transmission, and processing facilities (25 ) — (88 ) — (113 ) Proceeds from sale of Kitimat LNG — — 854 — 854 Proceeds from sale of other oil and gas properties 8 — 140 — 148 Investment in subsidiaries, net 274 — — (274 ) — Other (16 ) — (83 ) — (99 ) NET CASH USED IN CONTINUING INVESTING ACTIVITIES (1,519 ) — (1,515 ) (274 ) (3,308 ) NET CASH PROVIDED BY DISCONTINUED OPERATIONS — — 4,335 — 4,335 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,519 ) — 2,820 (274 ) 1,027 CASH FLOWS FROM FINANCING ACTIVITIES: Commercial paper and bank credit facilities, net (1,570 ) — — — (1,570 ) Intercompany borrowings 4,416 (10 ) (4,680 ) 274 — Early redemption of fixed-rate debt (939 ) — — — (939 ) Distributions to noncontrolling interest — — (97 ) — (97 ) Dividends paid (283 ) — — — (283 ) Treasury stock activity, net — — — — — Other 2 35 (11 ) — 26 NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES 1,626 25 (4,788 ) 274 (2,863 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,626 25 (4,788 ) 274 (2,863 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 184 — 702 — 886 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 267 — 502 — 769 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 451 $ — $ 1,204 $ — $ 1,655 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2014 Apache Apache All Other Reclassifications Consolidated (In millions) CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES $ 3,574 $ (37 ) $ 2,219 $ — $ 5,756 CASH PROVIDED BY DISCONTINUED OPERATIONS — — 772 — 772 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,574 (37 ) 2,991 — 6,528 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas property (5,425 ) — (1,160 ) — (6,585 ) Leasehold and property acquisitions (503 ) — (135 ) — (638 ) Additions to gas gathering, transmission, and processing facilities (21 ) — (482 ) — (503 ) Proceeds from sale of Deepwater Gulf of Mexico assets 1,367 — — — 1,367 Restricted cash related to divestitures (545 ) — — — (545 ) Proceeds from sale of other oil and gas properties 35 — 355 — 390 Investment in subsidiaries, net 2,303 — — (2,303 ) — Other (67 ) — (29 ) — (96 ) NET CASH USED IN CONTINUING INVESTING ACTIVITIES (2,856 ) — (1,451 ) (2,303 ) (6,610 ) NET CASH USED IN DISCONTINUED OPERATIONS — — (331 ) — (331 ) NET CASH USED IN INVESTING ACTIVITIES (2,856 ) — (1,782 ) (2,303 ) (6,941 ) CASH FLOWS FROM FINANCING ACTIVITIES: Commercial paper and bank credit facilities, net 1,248 — (2 ) — 1,246 Intercompany borrowings — 10 (2,322 ) 2,312 — Distributions to noncontrolling interest — — (124 ) — (124 ) Dividends paid (271 ) — — — (271 ) Treasury stock activity, net (1,830 ) — — — (1,830 ) Other — 24 23 (9 ) 38 NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES (853 ) 34 (2,425 ) 2,303 (941 ) NET CASH USED IN DISCONTINUED OPERATIONS — — (42 ) — (42 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (853 ) 34 (2,467 ) 2,303 (983 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (135 ) (3 ) (1,258 ) — (1,396 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 155 3 1,748 — 1,906 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 20 $ — $ 490 $ — $ 510 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2015 Apache Apache All Other Reclassifications Consolidated (In millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 451 $ — $ 1,204 $ — $ 1,655 Receivables, net of allowance 392 — 940 — 1,332 Inventories 35 — 632 — 667 Drilling advances 17 — 169 — 186 Assets held for sale 79 — — — 79 Deferred tax asset 72 — 12 — 84 Prepaid assets and other 19 — 57 — 76 Intercompany receivable 5,580 — — (5,580 ) — 6,645 — 3,014 (5,580 ) 4,079 PROPERTY AND EQUIPMENT, NET 1,156 — 21,221 — 22,377 OTHER ASSETS: Intercompany receivable — — 882 (882 ) — Equity in affiliates 19,993 (702 ) 442 (19,733 ) — Deferred charges and other 157 998 1,201 (1,000 ) 1,356 $ 27,951 $ 296 $ 26,760 $ (27,195 ) $ 27,812 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 416 $ — $ 243 $ — $ 659 Other current liabilities 851 8 649 — 1,508 Intercompany payable — — 5,580 (5,580 ) — 1,267 8 6,472 (5,580 ) 2,167 LONG-TERM DEBT 8,480 298 (1 ) — 8,777 DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES: Intercompany payable 882 — — (882 ) — Income taxes 109 — 1,888 — 1,997 Asset retirement obligation 225 — 2,342 — 2,567 Other 7,179 250 (6,097 ) (1,000 ) 332 8,395 250 (1,867 ) (1,882 ) 4,896 COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY 9,809 (260 ) 19,993 (19,733 ) 9,809 Noncontrolling interest — — 2,163 — 2,163 TOTAL EQUITY 9,809 (260 ) 22,156 (19,733 ) 11,972 $ 27,951 $ 296 $ 26,760 $ (27,195 ) $ 27,812 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 Apache Apache All Other Reclassifications 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 |