11. 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 has been fully consolidated in Apache’s consolidated financial statements. 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 March 31, 2014


	Apache Corporation			Apache Finance Canada		All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
	(In millions)
REVENUES AND OTHER:
Oil and gas production revenues	$	892		$	—	$	2,755		$	—		$	3,647
Equity in net income (loss) of affiliates		253			29		(6	)		(276	)		—
Derivative instrument losses, net		(20	)		—		—			—			(20	)
Other		(3	)		14		38			(1	)		48

		1,122			43		2,787			(277	)		3,675

OPERATING EXPENSES:
Depreciation, depletion and amortization		328			—		878			—			1,206
Asset retirement obligation accretion		7			—		37			—			44
Lease operating expenses		128			—		469			—			597
Gathering and transportation		14			—		56			—			70
Taxes other than income		79			—		102			—			181
General and administrative		107			—		13			(1	)		119
Acquisitions, divestitures, and transition		2			—		—			—			2
Financing costs, net		32			10		(15	)		—			27

		697			10		1,540			(1	)		2,246

NET INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		425			33		1,247			(276	)		1,429
Provision for income taxes		62			10		506			—			578

NET INCOME FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST		363			23		741			(276	)		851
Net loss from discontinued operations, net of tax		(127	)		—		(390	)		—			(517	)

NET INCOME INCLUDING NONCONTROLLING INTEREST		236			23		351			(276	)		334
Net income attributable to noncontrolling interest		—			—		98			—			98

NET INCOME ATTRIBUTABLE TO COMMON STOCK	$	236		$	23	$	253		$	(276	)	$	236

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCK ⁽¹⁾	$	235		$	23	$	253		$	(276	)	$	235

⁽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 OPERATIONS

For the Quarter Ended March 31, 2013


	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
	(In millions)
REVENUES AND OTHER:
Oil and gas production revenues	$	1,146		$	—		$	2,875		$	—		$	4,021
Equity in net income (loss) of affiliates		610			(11	)		3			(602	)		—
Other		(102	)		15			14			(2	)		(75	)

		1,654			4			2,892			(604	)		3,946

OPERATING EXPENSES:
Depreciation, depletion and amortization		401			—			911			—			1,312
Asset retirement obligation accretion		20			—			43			—			63
Lease operating expenses		281			—			441			—			722
Gathering and transportation		14			—			59			—			73
Taxes other than income		44			—			185			—			229
General and administrative		100			—			14			(2	)		112
Financing costs, net		34			14			7			—			55

		894			14			1,660			(2	)		2,566

NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		760			(10	)		1,232			(602	)		1,380
Provision (benefit) for income taxes		43			(2	)		561			—			602

NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST		717			(8	)		671			(602	)		778
Net loss from discontinued operations, net of tax		—			—			(61	)		—			(61	)

NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST		717			(8	)		610			(602	)		717
Preferred stock dividends		19			—			—			—			19

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	698		$	(8	)	$	610		$	(602	)	$	698

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK ⁽¹⁾	$	696		$	(8	)	$	610		$	(602	)	$	696

⁽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 Quarter Ended March 31, 2014

	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
	(In millions)
CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES	$	(186	)	$	(15	)	$	2,412		$	—		$	2,211
CASH PROVIDED BY DISCONTINUED OPERATIONS		—			—			82			—			82

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(186	)		(15	)		2,494			—			2,293

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property		(740	)		—			(1,622	)		—			(2,362	)
Additions to gas gathering, transmission and processing facilities		(19	)		—			(325	)		—			(344	)
Investment in subsidiaries, net		1,320			—			—			(1,320	)		—
Other		(7	)		—			16			—			9

NET CASH PROVIDED BY (USED IN) CONTINUING INVESTING ACTIVITIES		554			—			(1,931	)		(1,320	)		(2,697	)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS		—			—			748			—			748

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		554			—			(1,183	)		(1,320	)		(1,949	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper and bank credit facilities, net		42			—			(44	)		—			(2	)
Intercompany borrowings		—			10			(1,329	)		1,319			—
Dividends paid		(79	)		—			—			—			(79	)
Treasury stock activity, net		(484	)		—			—			—			(484	)
Other		—			5			(6	)		1			—

NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES		(521	)		15			(1,379	)		1,320			(565	)
NET CASH USED IN DISCONTINUED OPERATIONS		—			—			(42	)		—			(42	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(521	)		15			(1,421	)		1,320			(607	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(153	)		—			(110	)		—			(263	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		155			3			1,748			—			1,906

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2		$	3		$	1,638		$	—		$	1,643

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Quarter Ended March 31, 2013


	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
	(In millions)
CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES	$	149		$	(61	)	$	2,469		$	—		$	2,557
CASH PROVIDED BY DISCONTINUED OPERATIONS		—			—			64			—			64

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		149			(61	)		2,533			—			2,621

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property		(908	)		—			(1,603	)		—			(2,511	)
Additions to gas gathering, transmission and processing facilities		(45	)		—			(209	)		—			(254	)
Acquisitions, other		—			—			(148	)		—			(148	)
Proceeds from Kitimat LNG transaction, net		—			—			405			—			405
Investment in subsidiaries, net		770			—			—			(770	)		—
Other		(44	)		—			3			—			(41	)

NET CASH USED IN CONTINUING INVESTING ACTIVITIES		(227	)		—			(1,552	)		(770	)		(2,549	)
NET CASH USED IN DISCONTINUED OPERATIONS		—			—			(43	)		—			(43	)

NET CASH USED IN INVESTING ACTIVITIES		(227	)		—			(1,595	)		(770	)		(2,592	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper and bank credit facilities, net		157			—			(2	)		—			155
Intercompany borrowings		—			—			(764	)		764			—
Dividends paid		(86	)		—			—			—			(86	)
Other		12			56			(62	)		6			12

NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES		83			56			(828	)		770			81
NET CASH USED IN DISCONTINUED OPERATIONS		—			—			(22	)		—			(22	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		83			56			(850	)		770			59

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5			(5	)		88			—			88
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		—			5			155			—			160

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5		$	—		$	243		$	—		$	248

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2014


	Apache Corporation		Apache Finance Canada		All Other Subsidiaries of Apache Corporation		Reclassifications & Eliminations			Consolidated
	(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2	$	3	$	1,638	$	—		$	1,643
Receivables, net of allowance		881		—		1,598		—			2,479
Inventories		32		—		695		—			727
Drilling advances		19		1		303		—			323
Prepaid assets and other		104		—		187		—			291
Intercompany receivable		5,741		—		—		(5,741	)		—

		6,779		4		4,421		(5,741	)		5,463

PROPERTY AND EQUIPMENT, NET		16,777		—		35,975		—			52,752

OTHER ASSETS:
Intercompany receivable		253		—		1,066		(1,319	)		—
Equity in affiliates		24,996		1,181		444		(26,621	)		—
Goodwill, net		173		—		1,196		—			1,369
Deferred charges and other		174		1,007		1,356		(1,000	)		1,537

	$	49,152	$	2,192	$	44,458	$	(34,681	)	$	61,121

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	854	$	12	$	572	$	—		$	1,438
Asset retirement obligation		115		—		67		—			182
Derivative instruments		224		—		—		—			224
Other current liabilities		940		7		1,565		—			2,512
Intercompany payable		—		—		5,741		(5,741	)		—

		2,133		19		7,945		(5,741	)		4,356

LONG-TERM DEBT		9,374		298		1		—			9,673

DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Intercompany payable		—		—		1,319		(1,319	)		—
Income taxes		3,671		—		4,846		—			8,517
Asset retirement obligation		440		—		2,556		—			2,996
Other		452		250		700		(1,000	)		402

		4,563		250		9,421		(2,319	)		11,915

COMMITMENTS AND CONTINGENCIES
APACHE SHAREHOLDERS’ EQUITY		33,082		1,625		24,996		(26,621	)		33,082
Noncontrolling interest		—		—		2,095		—			2,095

TOTAL EQUITY		33,082		1,625		27,091		(26,621	)		35,177

	$	49,152	$	2,192	$	44,458	$	(34,681	)	$	61,121

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013


	Apache Corporation		Apache Finance Canada		All Other Subsidiaries of Apache Corporation		Reclassifications & Eliminations			Consolidated
					(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	155	$	3	$	1,748	$	—		$	1,906
Receivables, net of allowance		1,043		—		1,909		—			2,952
Inventories		48		—		843		—			891
Drilling advances		49		—		322		—			371
Derivative instruments		1		—		—		—			1
Prepaid assets and other		99		—		146		—			245
Intercompany receivable		5,357		—		—		(5,357	)		—

		6,752		3		4,968		(5,357	)		6,366

PROPERTY AND EQUIPMENT, NET		16,092		—		36,329		—			52,421

OTHER ASSETS:
Intercompany receivable		1,572		—		—		(1,572	)		—
Equity in affiliates		24,743		1,155		449		(26,347	)		—
Goodwill, net		173		—		1,196		—			1,369
Deferred charges and other		166		1,006		1,309		(1,000	)		1,481

	$	49,498	$	2,164	$	44,251	$	(34,276	)	$	$61,637

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	956	$	2	$	658	$	—		$	1,616
Current debt		—		—		53		—			53
Asset retirement obligation		115		—		6		—			121
Derivative instruments		299		—		—		—			299
Other current liabilities		896		10		1,705		—			2,611
Intercompany payable		—		—		5,357		(5,357	)		—

		2,266		12		7,779		(5,357	)		4,700

LONG-TERM DEBT		9,374		298		—		—			9,672

DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Intercompany payable		—		—		1,572		(1,572	)		—
Income taxes		3,586		—		4,778		—			8,364
Asset retirement obligation		430		—		2,671		—			3,101
Other		446		250		711		(1,000	)		407

		4,462		250		9,732		(2,572	)		11,872

COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY		33,396		1,604		24,743		(26,347	)		33,396
Noncontrolling interest		—		—		1,997		—			1,997

TOTAL EQUITY		33,396		1,604		26,740		(26,347	)		35,393

	$	49,498	$	2,164	$	44,251	$	(34,276	)	$	$61,637