Supplemental Guarantor Information (Tables)

9 Months Ended

Sep. 30, 2014

Supplemental Condensed Consolidating Statement of Operations

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Quarter Ended September 30, 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	$	882		$	—	$	2,586		$	—		$	3,468
Equity in net income (loss) of affiliates		491			5		1			(497	)		—
Derivative instrument gains (losses), net		320			—		(47	)		—			273
Other		(34	)		14		17			2			(1	)

		1,659			19		2,557			(495	)		3,740

OPERATING EXPENSES:
Depreciation, depletion, and amortization		1,914			—		921			—			2,835
Asset retirement obligation accretion		8			—		38			—			46
Lease operating expenses		137			—		515			—			652
Gathering and transportation		15			—		52			—			67
Taxes other than income		67			—		103			—			170
General and administrative		89			—		21			2			112
Acquisition, divestiture, and separation costs		34			—		—			—			34
Financing costs, net		45			11		(15	)		—			41

		2,309			11		1,635			2			3,957

NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(650	)		8		922			(497	)		(217	)
Provision (benefit) for income taxes		678			2		344			—			1,024

NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST		(1,328	)		6		578			(497	)		(1,241	)
Net loss from discontinued operations, net of tax		—			—		—			—			—

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	)

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK ⁽¹⁾	$	(1,328	)	$	6	$	489		$	(497	)	$	(1,330	)

⁽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 September 30, 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	$	1,374		$	—		$	2,914		$	—		$	4,288
Equity in net income (loss) of affiliates		619			(4	)		3			(618	)		—
Derivative instrument gains (losses), net		(422	)		—			—			—			(422	)
Other		2			16			17			(1	)		34

		1,573			12			2,934			(619	)		3,900

OPERATING EXPENSES:
Depreciation, depletion, and amortization		1,041			—			954			—			1,995
Asset retirement obligation accretion		20			—			45			—			65
Lease operating expenses		254			—			518			—			772
Gathering and transportation		18			—			63			—			81
Taxes other than income		62			—			114			—			176
General and administrative		103			—			18			(1	)		120
Financing costs, net		36			14			—			—			50

		1,534			14			1,712			(1	)		3,259

NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		39			(2	)		1,222			(618	)		641
Provision (benefit) for income taxes		(267	)		(1	)		474			—			206

NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST		306			(1	)		748			(618	)		435
Net loss from discontinued operations, net of tax		—			—			(129	)		—			(129	)

NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST		306			(1	)		619			(618	)		306
Preferred stock dividends		6			—			—			—			6

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	300		$	(1	)	$	619		$	(618	)	$	300

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK ⁽¹⁾	$	295		$	(1	)	$	619		$	(618	)	$	295

⁽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 Nine Months Ended September 30, 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	$	2,669		$	—	$	8,154		$	—		$	10,823
Equity in net income (loss) of affiliates		1,233			58		6			(1,297	)		—
Derivative instrument gains (losses), net		175			—		(96	)		—			79
Other		(106	)		41		57			5			(3	)

		3,971			99		8,121			(1,292	)		10,899

OPERATING EXPENSES:
Depreciation, depletion, and amortization		2,598			—		2,900			—			5,498
Asset retirement obligation accretion		23			—		112			—			135
Lease operating expenses		386			—		1,476			—			1,862
Gathering and transportation		43			—		160			—			203
Taxes other than income		193			—		339			—			532
General and administrative		276			—		28			5			309
Acquisition, divestiture, and separation costs		66			—		—			—			66
Financing costs, net		118			31		(46	)		—			103

		3,703			31		4,969			5			8,708

NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		268			68		3,152			(1,297	)		2,191
Provision for income taxes		730			4		1,234			—			1,968

NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST		(462	)		64		1,918			(1,297	)		223
Net loss from discontinued operations, net of tax		(127	)		—		(390	)		—			(517	)

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 OPERATIONS

For the Nine Months Ended September 30, 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	$	3,775		$	—		$	8,536		$	—		$	12,311
Equity in net income (loss) of affiliates		1,947			(21	)		8			(1,934	)		—
Derivative instrument gains (losses), net		(275	)		—			—			—			(275	)
Other		3			46			33			(4	)		78

		5,450			25			8,577			(1,938	)		12,114

OPERATING EXPENSES:
Depreciation, depletion, and amortization		1,912			—			2,745			—			4,657
Asset retirement obligation accretion		60			—			132			—			192
Lease operating expenses		802			—			1,473			—			2,275
Gathering and transportation		49			—			182			—			231
Taxes other than income		163			—			411			—			574
General and administrative		305			—			58			(4	)		359
Financing costs, net		104			42			11			—			157

		3,395			42			5,012			(4	)		8,445

NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		2,055			(17	)		3,565			(1,934	)		3,669
Provision (benefit) for income taxes		(3	)		(4	)		1,426			—			1,419

NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST		2,058			(13	)		2,139			(1,934	)		2,250
Net loss from discontinued operations, net of tax		—			—			(192	)		—			(192	)

NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST		2,058			(13	)		1,947			(1,934	)		2,058
Preferred stock dividends		44			—			—			—			44

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	2,014		$	(13	)	$	1,947		$	(1,934	)	$	2,014

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK ⁽¹⁾	$	2,022		$	(13	)	$	1,947		$	(1,934	)	$	2,022

⁽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.

Supplemental Condensed Consolidating Statement of Cash Flows

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2014


							All Other
	Apache Corporation			Apache Finance Canada			Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
	(In millions)
CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES	$	3,574		$	(37	)	$	2,909		$	—		$	6,446
CASH PROVIDED BY DISCONTINUED OPERATIONS		—			—			82			—			82

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	)		—			(1,706	)		—			(7,131	)
Additions to gas gathering, transmission, and processing facilities		(21	)		—			(1,014	)		—			(1,035	)
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
Leasehold and property acquisitions		(503	)		—			(152	)		—			(655	)
Investment in subsidiaries, net		2,303			—			—			(2,303	)		—
Other		(67	)		—			(13	)		—			(80	)

NET CASH USED IN CONTINUING INVESTING ACTIVITIES		(2,856	)		—			(2,530	)		(2,303	)		(7,689	)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS		—			—			748			—			748

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 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 STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2013


							All Other
				Apache			Subsidiaries
	Apache			Finance			of Apache			Reclassifications
	Corporation			Canada			Corporation			& Eliminations			Consolidated
	(In millions)
CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES	$	1,434		$	(89	)	$	5,855		$	—		$	7,200
CASH PROVIDED BY DISCONTINUED OPERATIONS		—			—			158			—			158

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		1,434			(89	)		6,013			—			7,358
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property		(2,798	)		—			(4,388	)		—			(7,186	)
Additions to gas gathering, transmission, and processing facilities		(85	)		—			(767	)		—			(852	)
Proceeds from divestiture of Shelf		3,594			—			—			—			3,594
Proceeds from Kitimat LNG transaction, net		—			—			396			—			396
Proceeds from the sale of other oil and gas properties		—			—			199			—			199
Leasehold and property acquisitions		(158	)		—			(155	)		—			(313	)
Investment in subsidiaries, net		596			—			—			(596	)		—
Other		(41	)		—			29			—			(12	)

NET CASH PROVIDED BY (USED IN) CONTINUING INVESTING ACTIVITIES		1,108			—			(4,686	)		(596	)		(4,174	)
NET CASH USED IN DISCONTINUED OPERATIONS		—			—			(160	)		—			(160	)

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		1,108			—			(4,846	)		(596	)		(4,334	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper and bank credit facilities, net		(502	)		—			(37	)		—			(539	)
Intercompany borrowings		—			1			(585	)		584			—
Payments on fixed rate debt		(900	)		—			—			—			(900	)
Dividends paid		(280	)		—			—			—			(280	)
Treasury stock activity, net		(249	)		—			—			—			(249	)
Other		17			88			(79	)		12			38

NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES		(1,914	)		89			(701	)		596			(1,930	)
NET CASH USED IN DISCONTINUED OPERATIONS		—			—			(3	)		—			(3	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(1,914	)		89			(704	)		596			(1,933	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		628			—			463			—			1,091
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		—			—			160			—			160

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	628		$	—		$	623		$	—		$	1,251

Supplemental Condensed Consolidating Balance Sheet

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2014


					All Other
			Apache		Subsidiaries
	Apache		Finance		of Apache			Reclassifications
	Corporation		Canada		Corporation			& Eliminations			Consolidated
	(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20	$	—	$	490		$	—		$	510
Short-term restricted cash		74		—		—			—			74
Receivables, net of allowance		836		—		1,451			—			2,287
Inventories		31		—		682			—			713
Drilling advances		25		1		408			—			434
Derivative instruments		41		—		—			—			41
Prepaid assets and other		91		—		276			—			367
Intercompany receivable		6,442		—		—			(6,442	)		—

		7,560		1		3,307			(6,442	)		4,426

PROPERTY AND EQUIPMENT, NET		17,039		—		35,996			—			53,035

OTHER ASSETS:
Intercompany receivable		—		—		740			(740	)		—
Equity in affiliates		25,975		1,205		440			(27,620	)		—
Long-term restricted cash		471		—		—			—			471
Goodwill, net		173		—		1,196			—			1,369
Deferred charges and other		221		1,004		1,464			(1,000	)		1,689

	$	51,439	$	2,210	$	43,143		$	(35,802	)	$	60,990

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	736	$	12	$	568		$	—		$	1,316
Current debt		20		—		—			—			20
Asset retirement obligation		115		—		62			—			177
Other current liabilities		1,300		5		1,489			—			2,794
Intercompany payable		—		—		6,442			(6,442	)		—

		2,171		17		8,561			(6,442	)		4,307

LONG-TERM DEBT		10,604		298		—			—			10,902

DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Intercompany payable		740		—		—			(740	)		—
Income taxes		4,258		—		5,040			—			9,298
Asset retirement obligation		466		—		2,630			—			3,096
Other		2,382		250		(1,231	)		(1,000	)		401

		7,846		250		6,439			(1,740	)		12,795

COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY		30,818		1,645		25,975			(27,620	)		30,818
Noncontrolling interest		—		—		2,168			—			2,168

TOTAL EQUITY		30,818		1,645		28,143			(27,620	)		32,986

	$	51,439	$	2,210	$	43,143		$	(35,802	)	$	60,990

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013


					All Other
			Apache		Subsidiaries
	Apache		Finance		of Apache		Reclassifications
	Corporation		Canada		Corporation		& 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