Supplemental Guarantor Information | 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, 2016 Apache Corporation Apache Finance Canada All Other Subsidiaries of Apache Corporation Reclassifications & Eliminations Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 270 $ — $ 1,116 $ — $ 1,386 Equity in net income of affiliates (76 ) 6 — 70 — Other (22 ) 9 (8 ) — (21 ) Gain (loss) on divestiture (1 ) — 18 — 17 171 15 1,126 70 1,382 OPERATING EXPENSES: Lease operating expenses 66 — 293 — 359 Gathering and transportation 10 — 42 — 52 Taxes other than income 22 — 43 — 65 Exploration 76 — 15 — 91 General and administrative 86 — 17 — 103 Depreciation, depletion, and amortization 159 — 510 — 669 Asset retirement obligation accretion 5 — 33 — 38 Impairments 61 — 112 — 173 Transaction, reorganization, and separation 9 — — — 9 Financing costs, net 64 7 33 — 104 558 7 1,098 — 1,663 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (387 ) 8 28 70 (281 ) Provision (benefit) for income taxes (143 ) 2 60 — (81 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (244 ) 6 (32 ) 70 (200 ) Net income (loss) from discontinued operations, net of tax — — — — — NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (244 ) 6 (32 ) 70 (200 ) Net income attributable to noncontrolling interest — — 44 — 44 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (244 ) $ 6 $ (76 ) $ 70 $ (244 ) APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Quarter Ended June 30, 2015 Apache Corporation Apache Finance Canada All Other Subsidiaries of Apache Corporation Reclassifications & Eliminations Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 434 $ — $ 1,557 $ — $ 1,991 Equity in net income (loss) of affiliates (172 ) 35 (1 ) 138 — Other (7 ) 12 4 19 28 Gain (loss) on divestiture (16 ) — 243 — 227 239 47 1,803 157 2,246 OPERATING EXPENSES: Lease operating expenses 108 — 359 — 467 Gathering and transportation 7 — 42 — 49 Taxes other than income 33 — 22 — 55 Exploration 166 — 59 — 225 General and administrative 74 — 18 19 111 Depreciation, depletion, and amortization 232 — 562 — 794 Asset retirement obligation accretion 3 — 33 — 36 Impairments 201 — 311 — 512 Transaction, reorganization, and separation 66 — — — 66 Financing costs, net 116 11 (10 ) — 117 1,006 11 1,396 19 2,432 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (767 ) 36 407 138 (186 ) Provision (benefit) for income taxes (79 ) 2 808 — 731 NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (688 ) 34 (401 ) 138 (917 ) Net loss from discontinued operations, net of tax (172 ) — 292 — 120 NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (860 ) 34 (109 ) 138 (797 ) Net income attributable to noncontrolling interest — — 63 — 63 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (860 ) $ 34 $ (172 ) $ 138 $ (860 ) Apache Corporation Apache Finance Canada All Other Subsidiaries of Apache Corporation Reclassifications & Eliminations Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 487 $ — $ 1,986 $ — $ 2,473 Equity in net income (loss) of affiliates (184 ) (20 ) — 204 — Other 6 21 (51 ) — (24 ) Gain (loss) on divestiture (2 ) — 18 — 16 307 1 1,953 204 2,465 OPERATING EXPENSES: Lease operating expenses 144 — 593 — 737 Gathering and transportation 19 — 85 — 104 Taxes other than income 43 — 33 — 76 Exploration 126 — 60 — 186 General and administrative 163 — 33 — 196 Depreciation, depletion, and amortization 315 — 1,032 — 1,347 Asset retirement obligation accretion 9 — 67 — 76 Impairments 61 — 112 — 173 Transaction, reorganization, and separation 24 — — — 24 Financing costs, net 125 17 67 — 209 1,029 17 2,082 — 3,128 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (722 ) (16 ) (129 ) 204 (663 ) Provision (benefit) for income taxes (106 ) 4 10 — (92 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (616 ) (20 ) (139 ) 204 (571 ) Net loss from discontinued operations, net of tax — — — — — NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (616 ) (20 ) (139 ) 204 (571 ) Net income attributable to noncontrolling interest — — 45 — 45 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (616 ) $ (20 ) $ (184 ) $ 204 $ (616 ) Apache Corporation Apache Finance Canada All Other Subsidiaries of Apache Corporation Reclassifications & Eliminations Consolidated (In millions) REVENUES AND OTHER: Oil and gas production revenues $ 799 $ — $ 2,851 $ — $ 3,650 Equity in net income (loss) of affiliates (1,419 ) (18 ) — 1,437 — Other (45 ) 26 22 19 22 Gain (loss) on divestiture (29 ) — 238 — 209 (694 ) 8 3,111 1,456 3,881 OPERATING EXPENSES: Lease operating expenses 232 — 716 — 948 Gathering and transportation 16 — 89 — 105 Taxes other than income 67 — 61 — 128 Exploration 261 — 222 — 483 General and administrative 136 — 40 19 195 Depreciation, depletion, and amortization 494 — 1,126 — 1,620 Asset retirement obligation accretion 7 — 65 — 72 Impairments 1,365 — 1,059 — 2,424 Transaction, reorganization, and separation 120 — — — 120 Financing costs, net 215 21 5 — 241 2,913 21 3,383 19 6,336 NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (3,607 ) (13 ) (272 ) 1,437 (2,455 ) Provision for income taxes (1,585 ) 5 1,110 — (470 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST (2,022 ) (18 ) (1,382 ) 1,437 (1,985 ) Net loss from discontinued operations, net of tax (172 ) — 54 — (118 ) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST (2,194 ) (18 ) (1,328 ) 1,437 (2,103 ) Net income attributable to noncontrolling interest — — 91 — 91 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (2,194 ) $ (18 ) $ (1,419 ) $ 1,437 $ (2,194 ) APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2016 Apache Corporation Apache Finance Canada All Other Subsidiaries of Apache Corporation Reclassifications & Eliminations Consolidated (In millions) CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 110 $ — $ 873 $ — $ 983 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas property (53 ) — (872 ) — (925 ) Leasehold and property acquisitions (53 ) — (65 ) — (118 ) Investment in subsidiaries, net (39 ) — — 39 — Other (3 ) — 80 — 77 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (148 ) — (857 ) 39 (966 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany borrowings — 1 38 (39 ) — Distributions to noncontrolling interest — — (93 ) — (93 ) Dividends paid (189 ) — — — (189 ) Other 1 (1 ) (1 ) — (1 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (188 ) — (56 ) (39 ) (283 ) NET DECREASE IN CASH AND CASH EQUIVALENTS (226 ) — (40 ) — (266 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 378 — 1,089 — 1,467 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 152 $ — $ 1,049 $ — $ 1,201 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2015 Apache Corporation Apache Finance Canada All Other Subsidiaries of Apache Corporation Reclassifications & Eliminations Consolidated (In millions) CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES $ 54 $ (21 ) $ 1,590 $ — $ 1,623 CASH PROVIDED BY DISCONTINUED OPERATIONS — — 159 — 159 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 54 (21 ) 1,749 — 1,782 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas property (1,095 ) — (1,688 ) — (2,783 ) Leasehold and property acquisitions (124 ) — (4 ) — (128 ) Additions to gas gathering, transmission, and processing facilities (24 ) — (70 ) — (94 ) Proceeds from sale 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 (1,173 ) — (844 ) (82 ) (2,099 ) NET CASH PROVIDED BY DISCONTINUED OPERATIONS — — 4,372 — 4,372 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,173 ) — 3,528 (82 ) 2,273 CASH FLOWS FROM FINANCING ACTIVITIES: Commercial paper and bank credit facilities, net (1,570 ) — — — (1,570 ) Intercompany borrowings 4,562 (10 ) (4,634 ) 82 — Distributions to noncontrolling interest — — (40 ) — (40 ) Dividends paid (189 ) — — — (189 ) Other 2 31 (18 ) — 15 NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES 2,805 21 (4,692 ) 82 (1,784 ) NET CASH USED IN DISCONTINUED OPERATIONS — — — — — NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,805 21 (4,692 ) 82 (1,784 ) NET DECREASE IN CASH AND CASH EQUIVALENTS 1,686 — 585 — 2,271 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 267 — 412 — 679 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,953 $ — $ 997 $ — $ 2,950 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2016 Apache Corporation Apache Finance Canada All Other Subsidiaries of Apache Corporation Reclassifications & Eliminations Consolidated (In millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 152 $ — $ 1,049 $ — $ 1,201 Receivables, net of allowance 330 — 686 — 1,016 Inventories 32 — 498 — 530 Drilling advances 6 — 196 — 202 Deferred tax asset (28 ) — 28 — — Prepaid assets and other 193 — 150 — 343 Intercompany receivable 5,371 — — (5,371 ) — 6,056 — 2,607 (5,371 ) 3,292 PROPERTY AND EQUIPMENT, NET 6,304 — 13,839 — 20,143 OTHER ASSETS: Intercompany receivable — — 11,083 (11,083 ) — Equity in affiliates 15,908 (1,080 ) 699 (15,527 ) — Deferred charges and other 93 1,000 818 (1,000 ) 911 $ 28,361 $ (80 ) $ 29,046 $ (32,981 ) $ 24,346 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 324 $ (2 ) $ 222 $ — $ 544 Other current liabilities 403 2 621 — 1,026 Intercompany payable — — 5,371 (5,371 ) — 727 — 6,214 (5,371 ) 1,570 LONG-TERM DEBT 8,431 297 (9 ) — 8,719 DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES: Intercompany payable 10,976 — 107 (11,083 ) — Income taxes (114 ) 5 2,417 — 2,308 Asset retirement obligation 277 — 2,429 — 2,706 Other 922 (1 ) 426 (1,000 ) 347 12,061 4 5,379 (12,083 ) 5,361 COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY 7,142 (381 ) 15,908 (15,527 ) 7,142 Noncontrolling interest — — 1,554 — 1,554 TOTAL EQUITY 7,142 (381 ) 17,462 (15,527 ) 8,696 $ 28,361 $ (80 ) $ 29,046 $ (32,981 ) $ 24,346 APACHE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 Apache Corporation Apache Finance Canada All Other Subsidiaries of Apache Corporation Reclassifications & Eliminations Consolidated (In millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 378 $ — $ 1,089 $ — $ 1,467 Receivables, net of allowance 314 — 939 — 1,253 Inventories 34 — 536 — 570 Drilling advances 16 — 156 — 172 Prepaid assets and other 102 — 188 — 290 Intercompany receivable 5,212 — — (5,212 ) — 6,056 — 2,908 (5,212 ) 3,752 PROPERTY AND EQUIPMENT, NET 6,546 — 14,292 — 20,838 OTHER ASSETS: Intercompany receivable — — 10,744 (10,744 ) — Equity in affiliates 16,092 (807 ) 446 (15,731 ) — Deferred charges and other 96 1,001 813 (1,000 ) 910 $ 28,790 $ 194 $ 29,203 $ (32,687 ) $ 25,500 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 409 $ — $ 209 $ — $ 618 Other current liabilities 539 3 681 — 1,223 Intercompany payable — — 5,212 (5,212 ) — 948 3 6,102 (5,212 ) 1,841 LONG-TERM DEBT 8,418 298 — — 8,716 DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES: Intercompany payable 10,744 — — (10,744 ) — Income taxes (412 ) 4 2,937 — 2,529 Asset retirement obligation 271 — 2,291 — 2,562 Other 933 250 179 (1,000 ) 362 11,536 254 5,407 (11,744 ) 5,453 COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY 7,888 (361 ) 16,092 (15,731 ) 7,888 Noncontrolling interest — — 1,602 — 1,602 TOTAL EQUITY 7,888 (361 ) 17,694 (15,731 ) 9,490 $ 28,790 $ 194 $ 29,203 $ (32,687 ) $ 25,500 |