10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 1-4300

APACHE CORPORATION

(exact name of registrant as specified in its charter)

Delaware	41-0747868
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400

(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code: (713) 296-6000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of shares of registrant’s common stock outstanding as of October 31, 2015 378,014,176

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

APACHE CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED OPERATIONS

(Unaudited)

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions, except per common share data)
REVENUES AND OTHER:
Oil and gas production revenues
Oil revenues	$	1,213		$	2,553		$	4,092		$	7,995
Gas revenues		309			451			904			1,516
Natural gas liquids revenues		50			177			166			532
		1,572			3,181			5,162			10,043
Derivative instrument gains, net		—			273			—			79
Other		(76	)		(13	)		(59	)		(4	)
		1,496			3,441			5,103			10,118
OPERATING EXPENSES:
Depreciation, depletion, and amortization:
Oil and gas property and equipment
Recurring		829			1,086			2,751			3,182
Additional		5,721			1,562			18,757			1,765
Other assets		79			87			245			246
Asset retirement obligation accretion		37			39			109			115
Lease operating expenses		450			588			1,398			1,696
Gathering and transportation		58			67			163			203
Taxes other than income		104			124			232			482
Impairments		367			—			367			—
General and administrative		86			111			279			332
Transaction, reorganization, and separation		—			34			120			66
Financing costs, net		107			60			240			157
		7,838			3,758			24,661			8,244
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(6,342	)		(317	)		(19,558	)		1,874
Current income tax provision (benefit)		(84	)		228			496			968
Deferred income tax provision (benefit)		(707	)		540			(5,167	)		684
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST		(5,551	)		(1,085	)		(14,887	)		222
Net loss from discontinued operations, net of tax		(95	)		(156	)		(959	)		(516	)
NET LOSS INCLUDING NONCONTROLLING INTEREST		(5,646	)		(1,241	)		(15,846	)		(294	)
Net income attributable to noncontrolling interest		9			89			60			295
NET LOSS ATTRIBUTABLE TO COMMON STOCK	$	(5,655	)	$	(1,330	)	$	(15,906	)	$	(589	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Net loss from continuing operations attributable to common shareholders	$	(5,560	)	$	(1,174	)	$	(14,947	)	$	(73	)
Net loss from discontinued operations		(95	)		(156	)		(959	)		(516	)
Net loss attributable to common shareholders	$	(5,655	)	$	(1,330	)	$	(15,906	)	$	(589	)
NET LOSS PER COMMON SHARE:
Basic net loss from continuing operations per share	$	(14.70	)	$	(3.08	)	$	(39.58	)	$	(0.19	)
Basic net loss from discontinued operations per share		(0.25	)		(0.42	)		(2.54	)		(1.33	)
Basic net loss per share	$	(14.95	)	$	(3.50	)	$	(42.12	)	$	(1.52	)
DILUTED NET LOSS PER COMMON SHARE:
Diluted net loss from continuing operations per share	$	(14.70	)	$	(3.08	)	$	(39.58	)	$	(0.19	)
Diluted net loss from discontinued operations per share		(0.25	)		(0.42	)		(2.54	)		(1.33	)
Diluted net loss per share	$	(14.95	)	$	(3.50	)	$	(42.12	)	$	(1.52	)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic		378			381			378			387
Diluted		378			381			378			387
DIVIDENDS DECLARED PER COMMON SHARE	$	0.25		$	0.25		$	0.75		$	0.75

The accompanying notes to consolidated financial statements

are an integral part of this statement.

1

APACHE CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions)
NET LOSS INCLUDING NONCONTROLLING INTEREST	$	(5,646	)	$	(1,241	)	$	(15,846	)	$	(294	)
OTHER COMPREHENSIVE LOSS:
Commodity cash flow hedge activity, net of tax:
Change in fair value of derivative instruments		—			—			—			(1	)
		—			—			—			(1	)
COMPREHENSIVE LOSS INCLUDING NONCONTROLLING INTEREST		(5,646	)		(1,241	)		(15,846	)		(295	)
Comprehensive income attributable to noncontrolling interest		9			89			60			295
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCK	$	(5,655	)	$	(1,330	)	$	(15,906	)	$	(590	)

The accompanying notes to consolidated financial statements

are an integral part of this statement.

2

APACHE CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	2015			2014
	(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) including noncontrolling interest	$	(15,846	)	$	(294	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss from discontinued operations		959			516
Depreciation, depletion, and amortization		21,753			5,193
Impairments		367			—
Asset retirement obligation accretion		109			115
Provision for (benefit from) deferred income taxes		(5,167	)		684
Other		80			(271	)
Changes in operating assets and liabilities:
Receivables		585			591
Inventories		54			74
Drilling advances		125			(107	)
Deferred charges and other		(207	)		(244	)
Accounts payable		(463	)		(268	)
Accrued expenses		121			(259	)
Deferred credits and noncurrent liabilities		102			26
NET CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES		2,572			5,756
NET CASH PROVIDED BY DISCONTINUED OPERATIONS		150			772
NET CASH PROVIDED BY OPERATING ACTIVITIES		2,722			6,528
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property		(3,844	)		(6,585	)
Leasehold and property acquisitions		(254	)		(638	)
Additions to gas gathering, transmission, and processing facilities		(113	)		(503	)
Proceeds from sale of Deepwater Gulf of Mexico assets		—			1,367
Restricted cash related to divestitures		—			(545	)
Proceeds from sale of Kitimat LNG		854			—
Proceeds from sale of other oil and gas properties		148			390
Other, net		(99	)		(96	)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES		(3,308	)		(6,610	)
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS		4,335			(331	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		1,027			(6,941	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper and bank credit facilities, net		(1,570	)		1,246
Early redemption of fixed-rate debt		(939	)		—
Distributions to noncontrolling interest		(97	)		(124	)
Dividends paid		(283	)		(271	)
Treasury stock activity, net		—			(1,830	)
Other		26			38
NET CASH USED IN CONTINUING FINANCING ACTIVITIES		(2,863	)		(941	)
NET CASH USED IN DISCONTINUED OPERATIONS		—			(42	)
NET CASH USED IN FINANCING ACTIVITIES		(2,863	)		(983	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		886			(1,396	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		769			1,906
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,655		$	510
SUPPLEMENTARY CASH FLOW DATA:
Interest paid, net of capitalized interest	$	222		$	143
Income taxes paid, net of refunds		270			1,134

The accompanying notes to consolidated financial statements

are an integral part of this statement.

3

APACHE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)

	September 30, 2015			December 31, 2014
	(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,655		$	769
Receivables, net of allowance		1,332			2,024
Inventories		667			708
Drilling advances		186			388
Assets held for sale		79			1,628
Deferred tax asset		84			769
Prepaid assets and other		76			129
		4,079			6,415
PROPERTY AND EQUIPMENT:
Oil and gas, on the basis of full-cost accounting:
Proved properties		85,967			89,852
Unproved properties and properties under development, not being amortized		4,857			7,014
Gathering, transmission and processing facilities		4,226			5,440
Other		1,071			1,152
		96,121			103,458
Less: Accumulated depreciation, depletion, and amortization		(73,744	)		(55,382	)
		22,377			48,076
OTHER ASSETS:
Deferred charges and other		1,356			1,461
	$	27,812		$	55,952
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	659		$	1,210
Other current liabilities (Note 3)		1,508			2,454
		2,167			3,664
LONG-TERM DEBT		8,777			11,245
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Income taxes		1,997			9,499
Asset retirement obligation		2,567			3,048
Other		332			359
		4,896			12,906
COMMITMENTS AND CONTINGENCIES (Note 7)
EQUITY:
Common stock, $0.625 par, 860,000,000 shares authorized, 411,200,325 and 409,706,347 shares issued, respectively		257			256
Paid-in capital		12,497			12,438
Retained earnings		60			16,249
Treasury stock, at cost, 33,181,176 and 33,201,455 shares, respectively		(2,889	)		(2,890	)
Accumulated other comprehensive loss		(116	)		(116	)
APACHE SHAREHOLDERS’ EQUITY		9,809			25,937
Noncontrolling interest		2,163			2,200
TOTAL EQUITY		11,972			28,137
	$	27,812		$	55,952

The accompanying notes to consolidated financial statements

are an integral part of this statement.

4

APACHE CORPORATION AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED CHANGES IN EQUITY

(Unaudited)

	Common Stock		Paid-In Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			APACHE SHAREHOLDERS’ EQUITY			Non Controlling Interest			TOTAL EQUITY
BALANCE AT DECEMBER 31, 2013	$	255	$	12,251		$	22,032		$	(1,027	)	$	(115	)	$	33,396		$	1,997		$	35,393
Net income (loss)		—		—			(589	)		—			—			(589	)		295			(294	)
Distributions to noncontrolling interest		—		—			—			—			—			—			(124	)		(124	)
Commodity hedges, net of tax		—		—			—			—			(1	)		(1	)		—			(1	)
Common dividends ($0.75 per share)		—		—			(287	)		—			—			(287	)		—			(287	)
Common stock activity, net		1		(12	)		—			—			—			(11	)		—			(11	)
Treasury stock activity, net		—		(1	)		—			(1,830	)		—			(1,831	)		—			(1,831	)
Compensation expense		—		145			—			—			—			145			—			145
Other		—		(4	)		—			—			—			(4	)		—			(4	)
BALANCE AT SEPTEMBER 30, 2014	$	256	$	12,379		$	21,156		$	(2,857	)	$	(116	)	$	30,818		$	2,168		$	32,986
BALANCE AT DECEMBER 31, 2014	$	256	$	12,438		$	16,249		$	(2,890	)	$	(116	)	$	25,937		$	2,200		$	28,137
Net income (loss)		—		—			(15,906	)		—			—			(15,906	)		60			(15,846	)
Distributions to noncontrolling interest		—		—			—			—			—			—			(97	)		(97	)
Common dividends ($0.75 per share)		—		—			(283	)		—			—			(283	)		—			(283	)
Other		1		59			—			1			—			61			—			61
BALANCE AT SEPTEMBER 30, 2015	$	257	$	12,497		$	60		$	(2,889	)	$	(116	)	$	9,809		$	2,163		$	11,972

The accompanying notes to consolidated financial statements

are an integral part of this statement.

5

APACHE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

These financial statements have been prepared by Apache Corporation (Apache or the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). They reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods, on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. This Quarterly Report on Form 10-Q should be read along with Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which contains a summary of the Company’s significant accounting policies and other disclosures.

The Company’s financial statements for prior periods include reclassifications that were made to conform to the current-period presentation. During the second quarter of 2015, Apache completed the sale of its Australian LNG business and oil and gas assets. In March 2014, Apache completed the sale of all of its operations in Argentina. Results of operations and consolidated cash flows for the divested Australia assets and Argentina operations are reflected as discontinued operations in the Company’s financial statements for all periods presented. For more information regarding these divestitures, please refer to Note 2–Acquisitions and Divestitures.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of September 30, 2015, Apache’s significant accounting policies are consistent with those discussed in Note 1—Summary of Significant Accounting Policies to the consolidated financial statements contained in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates with regard to these financial statements include the fair value determination of acquired assets and liabilities, the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom, assessing asset retirement obligations, and the estimate of income taxes. Actual results could differ from those estimates.

Oil and Gas Property

The Company follows the full-cost method of accounting for its oil and gas property. Under this method of accounting, all costs incurred for both successful and unsuccessful exploration and development activities, including salaries, benefits and other internal costs directly identified with these activities, and oil and gas property acquisitions are capitalized. The net book value of oil and gas properties, less related deferred income taxes, may not exceed a calculated “ceiling.” The ceiling limitation is the estimated after-tax future net cash flows from proved oil and gas reserves, discounted at 10 percent per annum and adjusted for designated cash flow hedges. Estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. For a discussion of the calculation of estimated future net cash flows, please refer to Note 14—Supplemental Oil and Gas Disclosures to the consolidated financial statements contained in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

6

Any excess of the net book value of proved oil and gas properties, less related deferred income taxes, over the ceiling is charged to expense and reflected as “Additional depreciation, depletion, and amortization” (DD&A) in the accompanying statement of consolidated operations. Such limitations are imposed separately on a country-by-country basis and are tested quarterly. The following tables present non-cash write-downs of the carrying value of the Company’s proved oil and gas properties by country for the third quarter and first nine months of 2015 and 2014:

	For the Quarter Ended September 30, 2015				For the Quarter Ended September 30, 2014
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	4,301	$	2,774	$	1,545	$	995
Canada		973		719		—		—
North Sea		447		223		17		7
Total impairment	$	5,721	$	3,716	$	1,562	$	1,002

	For the Nine Months Ended September 30, 2015				For the Nine Months Ended September 30, 2014
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	13,855	$	8,937	$	1,545	$	995
Canada		3,160		2,347		—		—
North Sea		1,742		871		220		84
Total impairment	$	18,757	$	12,155	$	1,765	$	1,079

Asset Impairments

For the quarter and nine months ended September 30, 2015, the Company recorded asset impairments totaling $367 million in connection with fair value assessments.

Impairments included $210 million on certain gathering, transmission, and processing (GTP) facilities, which were written down to their fair values of $16 million in aggregate. The fair values of the impaired assets were determined using an income approach, which considered internal estimates of future throughput volumes, processing rates, and costs. These assumptions were applied to develop future cash flow projections that were then discounted to estimate fair value, using a discount rate believed to be consistent with those applied by market participants. Apache has classified these non-recurring fair value measurements as Level 3 in the fair value hierarchy.

In addition, the Company recorded $148 million for the impairment of an equity method investment and $9 million for inventory write-downs. For discussion of the equity method investment impairment, see Note 2—Acquisitions and Divestitures.

New Pronouncements Issued But Not Yet Adopted

In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-16, which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016. The Company does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Entities will continue to apply their existing impairment models to inventories that are accounted for using last-in first-out and the retail inventory method. Under current guidance, net realizable value is one of several calculations an entity needs to make to measure inventory at the lower of cost or market. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

7

In April 2015, the FASB issued ASU 2015-03, which simplifies the presentation of debt issuance costs. The new standard requires debt issuance costs to be presented as a direct deduction from the carrying value of the associated debt liability, whereas they are currently being presented as a component of “deferred charges and other” on the balance sheet. The new standard creates consistency in the way debt issuance costs and debt discounts are presented on the balance sheet and better aligns U.S. GAAP with International Financial Reporting Standards. ASU 2015-03 is effective for annual and interim reporting periods beginning after December 15, 2015. The Company will apply the change retrospectively and does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

In May 2014, the FASB and the International Accounting Standards Board (IASB) issued a joint revenue recognition standard, ASU 2014-09. The new standard removes inconsistencies in existing standards, changes the way companies recognize revenue from contracts with customers, and increases disclosure requirements. The guidance requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB announced a delay in the effective date of the revenue standard by one year. The deferral results in the new revenue standard being effective for annual and interim periods beginning after December 15, 2017. The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The Company is currently evaluating the level of effort needed to implement the standard, the impact of adopting this standard on its consolidated financial statements, and whether to use the full retrospective approach or the modified retrospective approach.

2. ACQUISITIONS AND DIVESTITURES

2015 Activity

Yara Pilbara Holdings Pty Limited Sale

On October 28, 2015, Apache completed the sale of its 49 percent interest in Yara Pilbara Holdings Pty Limited (YPHPL) for total cash proceeds of $391 million. The investment in YPHPL was accounted for under the equity method of accounting, with the balance recorded as a component of “Deferred charges and other” in Apache’s consolidated balance sheet and the results of operations recorded as a component of “Other” under “Revenue and other” in the Company’s statement of consolidated operations. As of September 30, 2015, Apache recognized an impairment of $148 million on the YPHPL equity investment based on negotiated sales proceeds. No additional gain or loss was recorded upon completion of the sale.

Canada Divestiture

In April 2015, Apache completed the sale of its 50 percent interest in the Kitimat LNG project and related upstream acreage in the Horn River and Liard natural gas basins to Woodside Petroleum Limited (Woodside). Proceeds at closing were $854 million, of which approximately $345 million were associated with LNG assets and $510 million were associated with upstream assets. The proceeds are subject to post-closing adjustments. For additional details related to post-closing adjustments, please see Note 7—Commitments and Contingencies.

The Kitimat LNG assets were impaired in the fourth quarter of 2014 and classified as held for sale on the consolidated balance sheet as of December 31, 2014. No material gain or loss was recognized for the LNG assets upon completion of the sale. No gain or loss was recognized on the sale of the upstream assets. In accordance with full cost accounting rules, sales of oil and gas properties are accounted for as adjustments of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves.

Australia Divestitures

Woodside Sale In April 2015, Apache completed the sale of the Wheatstone LNG project and associated upstream oil and gas assets to Woodside. Proceeds at closing were $2.8 billion, of which approximately $1.4 billion were associated with LNG assets and $1.4 billion were associated with the upstream assets. The proceeds are subject to post-closing adjustments. For additional details related to post-closing adjustments, please see Note 7—Commitments and Contingencies.

The Wheatstone LNG assets were impaired in the fourth quarter of 2014 and classified as held for sale on the consolidated balance sheet as of December 31, 2014. No material gain or loss was recognized on the ultimate disposal of the LNG project. A loss of approximately $922 million was recognized on the sale of the Australian upstream assets.

Consortium Sale In June 2015, Apache completed the sale of its Australian subsidiary Apache Energy Limited (AEL) to a consortium of private equity funds managed by Macquarie Capital Group Limited and Brookfield Asset Management Inc. Total proceeds of $1.9 billion include customary, post-closing adjustments for the period between the effective date, October 1, 2014, and closing. A loss of approximately $1.3 billion was recognized for the sale of AEL.

8

Upon closing of the sale of substantially all Australian operations, the associated results of operations for the divested Australian assets and the losses on disposal were classified as discontinued operations in all periods presented in this Quarterly Report on Form 10-Q. The carrying amounts of the major classes of consolidated assets and liabilities associated with the Australia dispositions were as follows:

	December 31, 2014
ASSETS
Current assets	$	1,992
Net property and equipment		6,516
Total assets	$	8,508
LIABILITIES
Current liabilities	$	606
Asset retirement obligations		517
Non-current deferred tax liability		922
Other long-term liabilities		33
Total liabilities	$	2,078

Sales and other operating revenues and loss from discontinued operations related to the Australia dispositions were as follows:

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions)
Revenues and other from discontinued operations	$	—		$	299		$	288		$	781
Loss on Woodside sale	$	—		$	—		$	(922	)	$	—
Loss on Consortium sale		—			—			(1,329	)		—
Income from divested Australian operations		—			99			24			317
Income tax benefit (expense)		(95	)		(255	)		1,268			(316	)
Income (loss) from Australian discontinued operations, net of tax	$	(95	)	$	(156	)	$	(959	)	$	1

Leasehold and Property Acquisitions

During the third quarter and first nine months of 2015, Apache completed $126 million and $254 million, respectively, of leasehold and property acquisitions primarily in our North America onshore regions.

Transaction, Reorganization, and Separation

During the first nine months of 2015, Apache recorded $120 million in expense related to various asset transactions, company reorganization, and employee separation.

9

2014 Activity

Anadarko Basin and Southern Louisiana Divestitures

In December 2014, Apache completed the sale of certain Anadarko basin and non-core southern Louisiana oil and gas assets for approximately $1.3 billion in two separate transactions. In the Anadarko basin, Apache sold approximately 115,000 net acres in Wheeler County, Texas, and western Oklahoma. In southern Louisiana, Apache sold its working interest in approximately 90,000 net acres. The effective date of both of these transactions was October 1, 2014.

Gulf of Mexico Divestiture

On June 30, 2014, Apache completed the sale of non-operated interests in the Lucius and Heidelberg development projects and 11 primary-term deepwater exploration blocks in the Gulf of Mexico for $1.4 billion. The effective date of the transaction was May 1, 2014.

Canada Divestiture

On April 30, 2014, Apache completed the sale of producing oil and gas assets in the Deep Basin area of western Alberta and British Columbia, Canada, for $374 million. Apache sold primarily dry-gas producing properties comprising 328,400 net acres in the Ojay, Noel, and Wapiti areas. In the Wapiti area, Apache retained 100 percent of its working interest in horizons below the Cretaceous, including rights to the liquids-rich Montney and other deeper horizons. The effective date of the transaction was January 1, 2014.

Argentina Divestiture

On March 12, 2014, Apache’s subsidiaries completed the sale of all of the Company’s operations in Argentina to YPF Sociedad Anónima for cash consideration of $800 million plus the assumption of $52 million of bank debt as of June 30, 2013. The results of operations during 2014 related to Argentina have been classified as discontinued operations in this Quarterly Report on Form 10-Q. The 2014 loss from Argentina discontinued operations of $517 million is included in “Net income (loss) from discontinued operations, net of tax” on the statement of consolidated operations.

	For the Nine Months Ended September 30,
	2015		2014
	(In millions)
Revenues and other from discontinued operations	$	—	$	87
Loss from Argentina divestiture		—		(539	)
Loss from operations in Argentina		—		(1	)
Income tax benefit		—		23
Loss from discontinued operations, net of tax	$	—	$	(517	)

Leasehold and Property Acquisitions

During the third quarter and first nine months of 2014, Apache completed $526 million and $638 million, respectively, of leasehold and property acquisitions primarily in our North America onshore regions.

Transaction, Reorganization, and Separation

During the third quarter and first nine months of 2014, Apache recorded $34 million and $66 million, respectively, in expense related to various asset transactions, company reorganization, and employee separation.

10

3. OTHER CURRENT LIABILITIES

The following table provides detail of our other current liabilities:

	September 30, 2015		December 31, 2014
	(In millions)
Accrued operating expenses	$	139	$	163
Accrued exploration and development		668		1,606
Accrued compensation and benefits		158		204
Accrued interest		107		160
Accrued income taxes		296		54
Current asset retirement obligation		28		37
Other		112		230
Total Other current liabilities	$	1,508	$	2,454

4. ASSET RETIREMENT OBLIGATION

The following table describes changes to the Company’s asset retirement obligation (ARO) liability for the nine-month period ended September 30, 2015:

	(In millions)
Asset retirement obligation at December 31, 2014	$	3,085
Liabilities incurred		54
Liabilities divested		(619	)
Liabilities settled		(78	)
Accretion expense		122
Revisions in estimated liabilities		31
Asset retirement obligation at September 30, 2015		2,595
Less current portion		(28	)
Asset retirement obligation, long-term	$	2,567

Accretion expense for 2015 includes Australia discontinued operations of $13 million, which is included in “Net income (loss) from discontinued operations, net of tax” on the statement of consolidated operations.

5. DEBT AND FINANCING COSTS

The following table presents the carrying amounts and estimated fair values of the Company’s outstanding debt:

	September 30, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Commercial paper and committed bank facilities	$	—	$	—	$	1,570	$	1,570
Notes and debentures		8,777		8,829		9,675		9,944
Total Debt	$	8,777	$	8,829	$	11,245	$	11,514

The Company’s debt is recorded at the carrying amount, net of unamortized discount, on its consolidated balance sheet. The carrying amount of the Company’s commercial paper, committed bank facilities and uncommitted bank lines, and overdraft lines approximates fair value because the interest rates are variable and reflective of market rates. Apache uses a market approach to determine the fair value of its notes and debentures using estimates provided by an independent investment financial data services firm (a Level 2 fair value measurement).

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In June 2015, the Company entered into a $3.5 billion five-year revolving credit facility which matures in June 2020. Proceeds from borrowings may be used for general corporate purposes. Apache’s available borrowing capacity under this facility supports its commercial paper program. In connection with entry into the $3.5 billion facility, Apache terminated existing credit facilities totaling $5.3 billion.

The Company has available a $3.5 billion commercial paper program, which generally enables Apache to borrow funds for up to 270 days at competitive interest rates. As of September 30, 2015, the Company had no debt outstanding under commercial paper, committed bank facilities, and uncommitted bank lines.

On September 1, 2015, the Company fully redeemed its $500 million 5.625% notes due in 2017 and its $400 million 1.75% notes due in 2017. The notes were redeemed pursuant to the provisions of each respective note’s indenture. Apache paid the holders an aggregate of $939 million in cash reflecting principal and the premium to par, and an additional $8 million in accrued and unpaid interest.

Financing Costs, Net

The following table presents the components of Apache’s financing costs, net:

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions)
Interest expense	$	120		$	125		$	371		$	373
Amortization of deferred loan costs		6			2			10			5
Capitalized interest		(56	)		(66	)		(173	)		(216	)
Loss on extinguishment of debt		39			—			39			—
Interest income		(2	)		(1	)		(7	)		(5	)
Financing costs, net	$	107		$	60		$	240		$	157

6. INCOME TAXES

The Company estimates its annual effective income tax rate for continuing operations in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Non-cash write-downs of the carrying value of the Company’s proved oil and gas properties, statutory tax rate changes, and other significant or unusual items are recognized as discrete items in the quarter in which they occur.

During the third quarter of 2015 Apache’s effective tax rate was primarily impacted by an increase in the amount of valuation allowances. With the further commodity price declines since the second quarter, management continues to assess the potential realization of its deferred tax assets. In the third quarter, the Company recorded a deferred tax expense of $1.1 billion and $69 million related to an increase in valuation allowances associated with U.S. foreign tax credits and net operating loss carryforwards, respectively. In addition to the allowance recorded during the third quarter, the Company had previously recorded tax expense of $853 million in the second quarter of 2015 related to an increase in valuation allowance associated with management’s assessment on the realizability of U.S. foreign tax credits subsequent to repatriating the majority of net cash proceeds from the Kitimat LNG project and Australia divestitures.

Apache’s year-to-date effective tax rate is primarily driven by the increase in U.S. valuation allowances described above and an increase in the valuation allowance on Canadian deferred tax assets, partially offset by a first-quarter 2015 deferred tax benefit from the previously announced U.K. tax rate change.

12

7. COMMITMENTS AND CONTINGENCIES

Legal Matters

Apache is party to various legal actions arising in the ordinary course of business, including litigation and governmental and regulatory controls. As of September 30, 2015, the Company has an accrued liability of approximately $20 million for all legal contingencies that are deemed to be probable of occurring and can be reasonably estimated. Apache’s estimates are based on information known about the matters and its experience in contesting, litigating, and settling similar matters. Although actual amounts could differ from management’s estimate, none of the actions are believed by management to involve future amounts that would be material to Apache’s financial position, results of operations, or liquidity after consideration of recorded accruals. For material matters that Apache believes an unfavorable outcome is reasonably possible, the Company has disclosed the nature of the matter and a range of potential exposure, unless an estimate cannot be made at this time. It is management’s opinion that the loss for any other litigation matters and claims that are reasonably possible to occur will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

For additional information on each of the Legal Matters described below, please see Note 8—Commitments and Contingencies to the consolidated financial statements contained in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Argentine Environmental Claims and Argentina Tariff

No material change in the status of the YPF Sociedad Anónima and Pioneer Natural Resources Company indemnities matters has occurred since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

Louisiana Restoration 

As more fully described in Apache’s Annual Report on Form 10-K for its 2014 fiscal year, numerous surface owners have filed claims or sent demand letters to various oil and gas companies, including Apache, claiming that, under either expressed or implied lease terms or Louisiana law, the companies are liable for damage measured by the cost of restoration of leased premises to their original condition as well as damages for contamination and cleanup.

In a case captioned State of Louisiana and the Cameron Parish School Board v. Apache Corporation et al., Docket No. 10-18672, in the 38^th Judicial District Court, Parish of Cameron, State of Louisiana, plaintiffs allege that defendants’ oil and gas exploration and production activities contaminated plaintiffs’ property. Plaintiffs claim damages in the range of $7 million to $96 million, depending upon the extent of any remediation that may be ordered, plus exemplary damages, costs, and fees. Apache, a defendant in the case, acquired its interest in the oil and gas operations on plaintiffs’ property from the former operator, defendant Davis Oil Company, and subsequently sold the interest to defendant Wagner Oil Company (Wagner). Apache claims indemnity from Wagner. Apache and plaintiffs have reached a tentative settlement agreement on confidential terms, including for an exchange of consideration that is not material to Apache, and have sought an abeyance of their November 2015 trial setting as they finalize their settlement agreement. Apache has reserved all of its rights against Wagner.

In respect of three lawsuits filed by the Parish of Plaquemines against the Company and other oil and gas producers in the 25^th Judicial District Court for the Parish of Plaquemines, State of Louisiana (captioned Parish of Plaquemines v. Rozel Operating Company et al., Docket No. 60-996; Parish of Plaquemines v. Apache Oil Corporation et al., Docket No. 61-000; and Parish of Plaquemines v. HHE Energy Company et al., Docket No. 60-983), defendants filed notices to remove the cases to the United States District Court for the Eastern District of Louisiana, civil action Nos. 13-6722, 13-6711, and 13-6735. Plaintiff’s motions to remand have been granted.

No other material change in the status of these matters has occurred since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

Australia Gas Pipeline Force Majeure 

In 2008, Company subsidiaries reported a pipeline explosion that interrupted deliveries of natural gas in Australia to customers under various long-term contracts. The civil lawsuits concerning the pipeline explosion, all of which were filed in the Supreme Court of Western Australia, have been resolved fully and dismissed on confidential terms, including for an exchange of consideration that is not material to Apache. The lawsuits are described in Apache’s Annual Report on Form 10-K for its 2014 fiscal year. On April 10, 2015, the court dismissed the lawsuits filed by plaintiffs Alcoa (Civ. 1481 of 2011), Barrick (Civ. 2656 of 2013), EDL LNG (Civ. 1751 of 2014), and Yara (Civ. 1742 of 2014). On April 9, 2015, plaintiffs Harvey (Civ. 1749 of 2014), Iluka (Civ. 1748 of 2014), Newmont (Civ. 1727 of 2014), and Wesfarmers (Civ. 1740 of 2014) discontinued their lawsuits, which were never served on the Apache defendants. All matters relating to the Australia gas pipeline force majeure are concluded.

13

Apollo Exploration Lawsuit

In a second amended petition filed on February 27, 2015, in a case captioned Apollo Exploration, LLC, Cogent Exploration, Ltd. Co. & SellmoCo, LLC v. Apache Corporation, Cause No. CV50538 in the 385^th Judicial District Court, Midland County, Texas, plaintiffs allege damages in excess of $1.1 billion relating to certain purchase and sale agreements, mineral leases, and areas of mutual interest agreements concerning properties located in Hartley, Moore, Potter, and Oldham Counties, Texas. Apache believes that plaintiffs’ claims lack merit, and further that plaintiffs’ alleged damages are grossly inflated. Apache will vigorously oppose the claims.

Escheat Audits

As part of its ongoing review of the books and records of the Company to determine the Company’s compliance with Delaware Escheat Laws, the State of Delaware, Department of Finance (Unclaimed Property) has advised the Company, by letter dated September 30, 2015, that the liability related to disbursements due to the State of Delaware for the years 2004 through 2009 is less than $237,000 and that its review for the years 1986 through 2003 is not complete. The exposure for the years 1986 through 2003 is not currently determinable. The Company will review the claim for the years 2004 through 2009, respond to the September 30 letter in due course, and continue to cooperate fully until the review is complete. There has been no other material change with respect to the review of the books and records of the Company and its subsidiaries and related entities by the State of Delaware, Department of Finance (Unclaimed Property), to determine compliance with the Delaware Escheat Laws, since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

Burrup-Related Gas Supply Lawsuits

In the lawsuit captioned Pankaj Oswal v. Apache Corporation, No. WAD 389/2013, in the Federal Court of Australia, District of Western Australia, General Division, on the eve of a trial that was to commence on February 9, 2015, plaintiff decided to discontinue his claim. On March 18, 2015, the court entered an order dismissing the case. The lawsuit is concluded in the Company’s favor.

In the cases captioned Radhika Oswal v. Australia and New Zealand Banking Group Limited (ANZ) et al., No. SCI 2011 4653 and Pankaj Oswal v. Australia and New Zealand Banking Group Limited (ANZ) et al., No. SCI 2012 01995, in the Supreme Court of Victoria, trial is set to commence in March 2016. The Company is defending these proceedings for and on behalf of itself and Apache Energy Limited (now known as Quadrant Energy Limited) and Apache Northwest Pty Ltd (now known as Quadrant Northwest Pty Ltd). As of October 28, 2015, Yara Australia Pty Ltd and its related bodies corporate acquired all of the shares of Apache Fertilisers Pty Ltd and assumed full conduct and control of the defense of Apache Fertilisers Pty Ltd (now known as Chemical Holdings Pty Ltd) in these proceedings. Certain Oswal-related proceedings (in which neither the Company nor its former subsidiaries are parties) have been cross-vested with these proceedings. The Company, Apache Energy, and Apache Northwest believe that plaintiffs’ claims lack merit and will vigorously oppose them. No other material change in the status of this matter has occurred since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

Environmental Matters

As of September 30, 2015, the Company had an undiscounted reserve for environmental remediation of approximately $62 million. The Company is not aware of any environmental claims existing as of September 30, 2015, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity. There can be no assurance, however, that current regulatory requirements will not change or past non-compliance with environmental laws will not be discovered on the Company’s properties.

With respect to the June 1, 2013, leak of produced water from a below ground pipeline in the Zama Operations area in northern Alberta, the Alberta Energy Regulator has completed its investigation of the incident and issued an administrative penalty to Apache Canada Ltd. in the amount of $16,500 CAD. On October 19, 2015, the Crown served Apache Canada Ltd. with a notice to attend to answer a charge relating to a leak of produced water in the Zama area that occurred on or between October 3, 2013 and October 25, 2013. The leak resulted from a riser that was damaged by force by an independent agent following Apache Canada Ltd.’s discontinued use of the pipeline segment. The seven-count charge could result in the levying of a fine. Apache Canada Ltd. will review the charge and respond in due course. It is possible that additional discharges in Apache Canada Ltd. operating areas, including in the Zama Operations area, could result in additional government fines or sanction.

No other material change in the status of these matters has occurred since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

14

LNG Divestiture Dispute

In respect of the purchase by Woodside of the Wheatstone and Kitimat LNG projects and accompanying upstream oil and gas reserves from the Company and its subsidiaries, the base purchase price is subject to adjustment in accordance with the terms of the applicable sale and purchase agreement. Woodside has notified the Company and its subsidiaries that it seeks purchase price adjustments in the net amounts of $175 million (for working capital adjustments), which the Company and its subsidiaries believe is time-barred, and $214 million (for all other adjustments). To the extent the parties are unable to resolve their differences through settlement or court proceedings, the dispute will be referred to an independent accounting expert for final determination under the terms of the applicable sale and purchase agreement. The Company believes that under the terms of the sale and purchase agreements, Woodside’s requests for payment of purchase price adjustments lack merit; therefore, the Company has not recorded a liability associated with this dispute.

8. CAPITAL STOCK

Net Income (Loss) per Common Share

A reconciliation of the components of basic and diluted net income (loss) per common share for the quarters and nine-month periods ended September 30, 2015, and 2014 is presented in the table below.

	For the Quarter Ended September 30,
	2015								2014
	Loss			Shares		Per Share			Loss			Shares		Per Share
	(In millions, except per share amounts)
Basic:
Loss from continuing operations	$	(5,560	)		378	$	(14.70	)	$	(1,174	)		381	$	(3.08	)
Loss from discontinued operations		(95	)		378		(0.25	)		(156	)		381		(0.42	)
Loss attributable to common stock	$	(5,655	)		378	$	(14.95	)	$	(1,330	)		381	$	(3.50	)
Effect of Dilutive Securities:
Stock options and other					—								—
Diluted:
Loss from continuing operations	$	(5,560	)		378	$	(14.70	)	$	(1,174	)		381	$	(3.08	)
Loss from discontinued operations		(95	)		378		(0.25	)		(156	)		381		(0.42	)
Loss attributable to common stock	$	(5,655	)		378	$	(14.95	)	$	(1,330	)		381	$	(3.50	)

	For the Nine Months Ended September 30,
	2015								2014
	Loss			Shares		Per Share			Loss			Shares		Per Share
	(In millions, except per share amounts)
Basic:
Loss from continuing operations	$	(14,947	)		378	$	(39.58	)	$	(73	)		387	$	(0.19	)
Loss from discontinued operations		(959	)		378		(2.54	)		(516	)		387		(1.33	)
Loss attributable to common stock	$	(15,906	)		378	$	(42.12	)	$	(589	)		387	$	(1.52	)
Effect of Dilutive Securities:
Stock options and other		—			—					—			—
Diluted:
Loss from continuing operations	$	(14,947	)		378	$	(39.58	)	$	(73	)		387	$	(0.19	)
Loss from discontinued operations		(959	)		378		(2.54	)		(516	)		387		(1.33	)
Loss attributable to common stock	$	(15,906	)		378	$	(42.12	)	$	(589	)		387	$	(1.52	)

The diluted earnings per share calculation excludes options and restricted stock units that were anti-dilutive totaling 10.4 million and 4.7 million for the quarters ended September 30, 2015 and 2014, respectively, and 8.9 million and 5.5 million for the nine months ended September 30, 2015, and 2014, respectively.

15

Common Stock Dividends

For each of the quarters ended September 30, 2015, and 2014, Apache paid $95 million in dividends on its common stock. For the nine months ended September 30, 2015, and 2014, Apache paid $283 million and $271 million, respectively.

Stock Repurchase Program

Apache’s Board of Directors has authorized the purchase of up to 40 million shares of the Company’s common stock. Shares may be purchased either in the open market or through privately held negotiated transactions. The Company initiated the buyback program on June 10, 2013, and through December 31, 2014, had repurchased a total of 32.2 million shares at an average price of $88.96 per share. The Company has not purchased any additional shares during 2015, and is not obligated to acquire any specific number of shares.

16

9. BUSINESS SEGMENT INFORMATION

Apache is engaged in a single line of business. Both domestically and internationally, the Company explores for, develops, and produces natural gas, crude oil and natural gas liquids. At September 30, 2015, the Company had production in four countries: the United States, Canada, Egypt, and the United Kingdom (U.K.) North Sea. Apache also pursues exploration interests in other countries that may, over time, result in reportable discoveries and development opportunities. Financial information for each country is presented below:

	United											Other
	States			Canada			Egypt(1)		North Sea			International		Total(3)
	(In millions)
For the Quarter Ended September 30, 2015
Oil and Gas Production Revenues	$	639		$	116		$	500	$	317		$	—	$	1,572
Operating Income (Loss)(2)	$	(4,253	)	$	(1,022	)	$	43	$	(474	)	$	—	$	(5,706	)
Other Income (Expense):
Other															(76	)
General and administrative															(86	)
Impairments															(367	)
Financing costs, net															(107	)
Loss Before Income Taxes														$	(6,342	)
For the Nine Months Ended September 30, 2015
Oil and Gas Production Revenues	$	2,066		$	387		$	1,696	$	1,013		$	—	$	5,162
Operating Income (Loss)(2)	$	(13,800	)	$	(3,336	)	$	361	$	(1,718	)	$	—	$	(18,493	)
Other Income (Expense):
Other															(59	)
General and administrative															(279	)
Impairments															(367	)
Transaction, reorganization, and separation															(120	)
Financing costs, net															(240	)
Loss Before Income Taxes														$	(19,558	)
Total Assets	$	12,806		$	2,438		$	7,788	$	4,323		$	457	$	27,812
For the Quarter Ended September 30, 2014
Oil and Gas Production Revenues	$	1,481		$	268		$	910	$	522		$	—	$	3,181
Operating Income (Loss)(2)	$	(988	)	$	11		$	481	$	124		$	—	$	(372	)
Other Income (Expense):
Derivative instrument gains (losses), net															273
Other															(13	)
General and administrative															(111	)
Transaction, reorganization, and separation															(34	)
Financing costs, net															(60	)
Income Before Income Taxes														$	(317	)
For the Nine Months Ended September 30, 2014
Oil and Gas Production Revenues	$	4,515		$	879		$	2,849	$	1,800		$	—	$	10,043
Operating Income(2)	$	354		$	131		$	1,601	$	268		$	—	$	2,354
Other Income (Expense):
Derivative instrument gains (losses), net															79
Other															(4	)
General and administrative															(332	)
Transaction, reorganization, and separation															(66	)
Financing costs, net															(157	)
Income Before Income Taxes														$	1,874
Total Assets	$	30,613		$	7,100		$	7,246	$	6,824		$	557	$	52,340

⁽¹⁾  Includes a noncontrolling interest in Egypt.

⁽²⁾  Operating Income (Loss) consists of oil and gas production revenues less depreciation, depletion, and amortization, asset retirement obligation accretion, lease operating expenses, gathering and transportation costs, and taxes other than income. The operating income (loss) of U.S., Canada, and North Sea for the third quarter of 2015 includes non-cash write-downs of each region’s carrying value of oil and gas properties of $4.3 billion, $973 million and $447 million, respectively. For the first nine months of 2015, operating income (loss) of U.S., Canada, and North Sea includes non-cash write-downs of each region’s carrying value of oil and gas properties of $13.9 billion, $3.2 billion, and $1.7 billion, respectively. During the third quarter of 2014, U.S.’s operating income (loss) includes $1.5 billion of non-cash write-downs of the carrying value of oil and gas properties. North Sea’s operating income for the third quarter and first nine months of 2014 include non-cash write-downs of the carrying value of oil and gas properties totaling $17 million and $220 million, respectively.

⁽³⁾  Amounts for 2014 have been restated to exclude Argentina and Australia discontinued operations. Total Assets for the 2014 periods also excludes $8.7 billion of divested Australian assets.

17

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.

18

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Quarter Ended September 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	$	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	)

19

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		$	—	$	2,299		$	—		$	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	)

20

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Nine Months Ended September 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	$	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	)

21

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		$	—	$	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.

22

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 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	$	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

23

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 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	$	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

24

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2015

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

25

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 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	$	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

26

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion relates to Apache Corporation and its consolidated subsidiaries and should be read in conjunction with our consolidated financial statements and accompanying notes included under Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q, as well as our consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for our 2014 fiscal year. Results of operations and consolidated cash flows for our divested Australia assets and Argentina operations are reflected as discontinued operations in all periods presented in this Quarterly Report on Form 10-Q.

Overview

Apache Corporation, a Delaware corporation formed in 1954, is an independent energy company that explores for, develops and produces natural gas, crude oil, and natural gas liquids. The Company has exploration and production interests in four countries: the United States (U.S.), Canada, Egypt, and the United Kingdom (U.K.) North Sea. Apache also pursues exploration interests in other countries that may over time result in reportable discoveries and development opportunities.

The downward pressure on oil prices that began in late 2014 continues to impact 2015 results. As compared to third quarter and nine months of 2014, Apache’s average realized oil prices decreased 51 percent and 49 percent, respectively. Additionally, natural gas and natural gas liquids pricing remain significantly lower than 2014.

When prices began to soften late last year, Apache moved swiftly and decisively to address matters within our control: capital spending, overhead, and lease operating costs.

• We significantly reduced capital spending in 2015, with third quarter and year-to-date capital spending decreasing 70 percent and 58 percent, respectively, from the comparable 2014 periods. We will continue to adjust our capital spending in response to future commodity price fluctuations, cost realignments, and forecasted operating cash flows.

• We have taken and continue to take steps to reduce our operating cost structure. As part of these efforts, we streamlined our organizational structure and closed our regional office in Tulsa, Oklahoma. We have also consolidated our corporate and Houston region employee bases into a single location, which we believe will foster increased collaboration and communication as well as accelerate technology development and transfer among our core asset teams. As a result of our ongoing efforts, general and administrative costs decreased 23 percent and 16 percent in the 2015 third quarter and nine months, respectively, as compared to 2014.

• We continue to make significant progress reducing lease operating costs, which on a per-unit basis are 18 and 12 percent lower than the third quarter and first nine months of 2014.

In addition, we have reduced total debt by 22 percent during the current year to $8.8 billion, and we exited the quarter with $1.7 billion in cash and $3.5 billion in available committed borrowing capacity.

Significant operating activities for the quarter include the following:

Overall

• Average daily equivalent production, adjusted for asset divestitures, increased 2 percent for the quarter and 5 percent for the nine months when compared to the prior-year periods.

• Liquids production for the third quarter of 2015 averaged 348 thousand barrels of oil equivalent per day (Mboe/d), with crude oil representing 82 percent of total liquids production. Liquids production, adjusted for asset divestitures, increased 3 percent from the third quarter of 2014 and 6 percent from the first nine months of 2014.

North America

• Onshore equivalent production, adjusted for asset divestitures, was flat for the quarter and up 5 percent for the nine months relative to the 2014 periods. This production performance is notable given that North American onshore exploration and development capital spending was 71 percent and 62 percent lower for the quarter and nine months compared to the prior-year periods.

• Year-to-date equivalent production from the Permian Basin region, which accounts for more than half of Apache’s total onshore North American production, increased 7 percent from the prior-year period. The increase in production was achieved despite a 45 percent reduction in exploration and development capital spending in the first nine months of 2015 compared to the prior-year period.

27

International and Offshore

• In Egypt, third-quarter 2015 gross production of 362 Mboe/d was up 5 percent compared to the third quarter of 2014 as strong growth in higher margin oil production was offset by a decline in lower margin natural gas production. Gross oil production of 214 thousand barrels of oil per day (Mb/d) was up 10 percent compared to the 2014 third quarter as Apache continued its development of the Ptah and Berenice oil discoveries.

• North Sea average daily production, adjusted for divestitures, increased by 9 percent for the first nine months of 2015 from the 2014 period on less downtime and greater production efficiencies. Production for the third quarter of 2015, adjusted for divestitures, increased 17 percent to 73 Mboe/d compared to 65 Mboe/d in the prior-year quarter. This increase was primarily driven by a full third quarter of production in 2015, as maintenance performed in the third quarter of 2014 impacted prior year results.

• On October 30, 2015, Apache announced five significant wells in the North Sea: three significant exploration discoveries and two notable development wells.

Exploration Discoveries

• The K discovery, in the Beryl area, is a significant oil discovery with multiple commercial zones across three distinct fault blocks, including one fault block with over 1,500 feet of net pay. Apache is the operator of this discovery with a 55 percent working interest.

• The Corona Discovery, also located in the Beryl area, logged 225 feet total vertical depth net pay in excellent reservoir-quality sandstone. Apache has a 100 percent working interest in this discovery.

• The Seagull Discovery confirmed 672 feet of net oil pay over a 1,092-foot column in Triassic-age sands. The well was flow tested with a facility-constrained rate of 8.7 Mb/d and 16 million cubic feet of natural gas per day (MMcf/d) with a very low pressure drawdown. Further appraisal work will continue following the recent acquisition of a multi-azimuth 3-D survey. Apache has a 35 percent working interest in this discovery and will assume operatorship of this license later this year, subject to necessary approvals.

Notable Development Wells

• Apache drilled two significant development wells in the Beryl area, which Apache operates. Apache owns a 60.55 percent working interest in both wells. The ACN development well came online in October at a test rate of 11 Mb/d and 30.4 MMcf/d. The L4S pilot well started production in July and had an initial production rate of 2 Mb/d and 45 MMcf/d.

28

Results of Operations

Oil and Gas Revenues

The table below presents revenues by geographic region and each region’s percent contribution to revenues for 2015 and 2014.

	For the Quarter Ended September 30,										For the Nine Months Ended September 30,
	2015					2014					2015					2014
	$		%			$		%			$		%			$		%
	Value		Contribution			Value		Contribution			Value		Contribution			Value		Contribution
	($ in millions)
Total Oil Revenues:
United States	$	492		41	%	$	1,121		44	%	$	1,629		40	%	$	3,358		42	%
Canada		55		4	%		140		5	%		190		4	%		434		5	%
North America		547		45	%		1,261		49	%		1,819		44	%		3,792		47	%
Egypt (1)		401		33	%		805		32	%		1,387		34	%		2,536		32	%
North Sea		265		22	%		487		19	%		886		22	%		1,667		21	%
International (1)		666		55	%		1,292		51	%		2,273		56	%		4,203		53	%
Total(1)	$	1,213		100	%	$	2,553		100	%	$	4,092		100	%	$	7,995		100	%
Total Gas Revenues:
United States	$	105		34	%	$	210		46	%	$	298		33	%	$	721		48	%
Canada		59		19	%		112		25	%		187		21	%		382		25	%
North America		164		53	%		322		71	%		485		54	%		1,103		73	%
Egypt (1)		97		31	%		101		23	%		300		33	%		303		20	%
North Sea		48		16	%		28		6	%		119		13	%		110		7	%
International (1)		145		47	%		129		29	%		419		46	%		413		27	%
Total(1)	$	309		100	%	$	451		100	%	$	904		100	%	$	1,516		100	%
Natural Gas Liquids (NGL)
Revenues:
United States	$	42		84	%	$	150		85	%	$	139		84	%	$	436		82	%
Canada		2		4	%		16		9	%		10		6	%		63		12	%
North America		44		88	%		166		94	%		149		90	%		499		94	%
Egypt (1)		2		4	%		4		2	%		9		5	%		10		2	%
North Sea		4		8	%		7		4	%		8		5	%		23		4	%
International (1)		6		12	%		11		6	%		17		10	%		33		6	%
Total (1)	$	50		100	%	$	177		100	%	$	166		100	%	$	532		100	%
Total Oil and Gas Revenues:
United States	$	639		41	%	$	1,481		47	%	$	2,066		40	%	$	4,515		45	%
Canada		116		7	%		268		8	%		387		8	%		879		9	%
North America		755		48	%		1,749		55	%		2,453		48	%		5,394		54	%
Egypt (1)		500		32	%		910		29	%		1,696		33	%		2,849		28	%
North Sea		317		20	%		522		16	%		1,013		19	%		1,800		18	%
International (1)		817		52	%		1,432		45	%		2,709		52	%		4,649		46	%
Total (1)	$	1,572		100	%	$	3,181		100	%	$	5,162		100	%	$	10,043		100	%
Discontinued Operations - Argentina and Australia
Oil Revenues	$	—				$	200				$	138				$	568
Gas Revenues		—					87					140					296
NGL Revenues		—					—					—					3
Total	$	—				$	287				$	278				$	867

⁽¹⁾  Includes revenues attributable to a noncontrolling interest in Egypt.

29

Production

The table below presents the third-quarter and year-to-date 2015 and 2014 production and the relative increase or decrease from the prior period.

	For the Quarter Ended September 30,							For the Nine Months Ended September 30,
					Increase							Increase
	2015		2014		(Decrease)			2015		2014		(Decrease)
Oil Volume – b/d
United States		120,412		133,613		(10	%)		124,894		130,675		(4	%)
Canada		14,795		17,672		(16	%)		15,812		17,748		(11	%)
North America		135,207		151,285		(11	%)		140,706		148,423		(5	%)
Egypt(1)(2)		91,132		87,499		4	%		94,356		88,076		7	%
North Sea		58,330		55,247		6	%		59,622		58,636		2	%
International		149,462		142,746		5	%		153,978		146,712		5	%
Total		284,669		294,031		(3	%)		294,684		295,135		0	%
Natural Gas Volume – Mcf/d
United States		445,239		579,188		(23	%)		442,650		589,565		(25	%)
Canada		270,027		300,803		(10	%)		280,120		331,470		(15	%)
North America		715,266		879,991		(19	%)		722,770		921,035		(22	%)
Egypt(1)(2)		365,552		377,838		(3	%)		378,367		374,384		1	%
North Sea		81,392		50,647		61	%		62,848		50,209		25	%
International		446,944		428,485		4	%		441,215		424,593		4	%
Total		1,162,210		1,308,476		(11	%)		1,163,985		1,345,628		(13	%)
NGL Volume – b/d
United States		54,951		61,712		(11	%)		52,401		57,163		(8	%)
Canada		6,440		5,381		20	%		6,041		6,349		(5	%)
North America		61,391		67,093		(8	%)		58,442		63,512		(8	%)
Egypt(1)(2)		996		726		37	%		1,080		616		75	%
North Sea		1,440		1,294		11	%		1,053		1,251		(16	%)
International		2,436		2,020		21	%		2,133		1,867		14	%
Total		63,827		69,113		(8	%)		60,575		65,379		(7	%)
BOE per day(3)
United States		249,569		291,857		(14	%)		251,069		286,099		(12	%)
Canada		66,239		73,187		(9	%)		68,541		79,341		(14	%)
North America		315,808		365,044		(13	%)		319,610		365,440		(13	%)
Egypt(2)		153,054		151,198		1	%		158,498		151,090		5	%
North Sea		73,335		64,982		13	%		71,149		68,255		4	%
International		226,389		216,180		5	%		229,647		219,345		5	%
Total		542,197		581,224		(7	%)		549,257		584,785		(6	%)
Discontinued Operations — Argentina and Australia
Oil (b/d)		—		22,014					10,175		20,086
Gas (Mcf/d)		—		201,386					125,831		255,762
NGL (b/d)		—		—					—		424
BOE/d		—		55,578					31,146		63,138

(1) Gross oil, natural gas, and NGL production in Egypt for the third quarter and nine-month period of 2015 and 2014 were as follows:

	For the Quarter				For the Nine Months
	Ended September 30,				Ended September 30,
	2015		2014		2015		2014
Oil (b/d)		214,097		195,165		205,127		196,938
Gas (Mcf/d)		873,418		891,392		865,553		906,751
NGL (b/d)		2,406		1,978		2,426		1,780

(2) Includes production volumes per day attributable to a noncontrolling interest in Egypt for the third quarter and nine-month period of 2015 and 2014 of:

	For the Quarter				For the Nine Months
	Ended September 30,				Ended September 30,
	2015		2014		2015		2014
Oil (b/d)		30,671		29,201		31,530		29,259
Gas (Mcf/d)		125,657		127,020		127,186		124,836
NGL (b/d)		334		242		360		205

(3) The table shows production on a barrel of oil equivalent basis (boe) in which natural gas is converted to an equivalent barrel of oil based on a 6:1 energy equivalent ratio. This ratio is not reflective of the price ratio between the two products.

30

Pricing

The table below presents third-quarter and year-to-date 2015 and 2014 pricing and the relative increase or decrease from the prior periods.

	For the Quarter Ended September 30,							For the Nine Months Ended September 30,
					Increase							Increase
	2015		2014		(Decrease)			2015		2014		(Decrease)
Average Oil Price - Per barrel
United States	$	44.47	$	91.26		(51	%)	$	47.78	$	94.14		(49	%)
Canada		40.07		85.43		(53	%)		44.00		89.45		(51	%)
North America		43.99		90.58		(51	%)		47.36		93.58		(49	%)
Egypt		47.84		100.06		(52	%)		53.86		105.50		(49	%)
North Sea		49.46		95.80		(48	%)		54.42		104.13		(48	%)
International		48.47		98.41		(51	%)		54.08		104.95		(48	%)
Total(1)		46.34		94.38		(51	%)		50.87		99.23		(49	%)
Average Natural Gas Price - Per Mcf
United States	$	2.57	$	3.94		(35	%)	$	2.47	$	4.48		(45	%)
Canada		2.39		4.04		(41	%)		2.44		4.22		(42	%)
North America		2.50		3.97		(37	%)		2.46		4.39		(44	%)
Egypt		2.87		2.91		(1	%)		2.90		2.96		(2	%)
North Sea		6.41		6.10		5	%		6.95		8.06		(14	%)
International		3.51		3.29		7	%		3.48		3.57		(2	%)
Total(2)		2.89		3.75		(23	%)		2.84		4.13		(31	%)
Average NGL Price - Per barrel
United States	$	8.20	$	26.39		(69	%)	$	9.70	$	27.96		(65	%)
Canada		3.23		33.50		(90	%)		6.12		36.40		(83	%)
North America		7.68		26.96		(72	%)		9.33		28.81		(68	%)
Egypt		27.04		52.80		(49	%)		30.62		56.57		(46	%)
North Sea		25.61		59.47		(57	%)		26.76		66.18		(60	%)
International		26.19		57.07		(54	%)		28.71		63.01		(54	%)
Total		8.38		27.84		(70	%)		10.01		29.78		(66	%)
Discontinued Operations — Argentina and Australia
Oil price ($/Bbl)	$	—	$	98.82				$	49.76	$	103.57
Gas price ($/Mcf)		—		4.70					4.07		4.24
NGL price ($/Bbl)		—		—					—		24.57

Third-Quarter 2015 compared to Third-Quarter 2014

Crude Oil Revenues Crude oil revenues for the third quarter of 2015 totaled $1.2 billion, a $1.3 billion decrease from the comparative 2014 quarter. A 3 percent decrease in average daily production reduced third-quarter 2015 revenues by $40 million compared to the prior-year quarter, while 51 percent lower realized prices decreased revenues by $1.3 billion. Crude oil prices realized in the third quarter of 2015 averaged $46.34 per barrel, compared with $94.38 in the comparative prior-year quarter. Crude oil accounted for 77 percent of oil and gas production revenues and 53 percent of worldwide production in the third quarter of 2015.

Worldwide oil production dropped slightly from the third quarter of 2014, as production growth from our North American onshore area and higher net production in Egypt, a function of our production sharing contracts, was offset by production related to divested properties. Exclusive of production from divested assets during 2014 and 2015, oil production increased 5.7 Mb/d.

Natural Gas Revenues Gas revenues for the third quarter of 2015 totaled $309 million, down 31 percent from the third quarter of 2014. An 11 percent decrease in average production reduced natural gas revenues by $39 million as compared to the prior-year quarter, while a 23 percent decrease in average realized prices decreased revenues by $103 million. Natural gas accounted for 20 percent of our oil and gas production revenues and 36 percent of our equivalent production.

Worldwide natural gas production was 146 MMcf/d lower than the third quarter of 2014, primarily the result of divestitures during 2014. Exclusive of production from these divested assets, our worldwide gas production increased by 14.7 MMcf/d. North Sea production was up on a full quarter of production in 2015, as maintenance performed in the third quarter of 2014 impacted prior year results. Our North American Permian area production increased 14 percent as a result of drilling activity in the region.

31

NGL Revenues NGL revenues for the third quarter of 2015 totaled $50 million, down $127 million from the third quarter of 2014. A decrease in average NGL production by 8 percent compared to the prior-year quarter reduced NGL revenues by $4 million, while a 70 percent decrease in average realized prices decreased revenues by $123 million. NGLs accounted for 3 percent of our oil and gas production revenues and 12 percent of our equivalent production during the third quarter of 2015.

Worldwide production of NGLs decreased 5.3 Mb/d to 63.8 Mb/d in the third quarter of 2015, primarily the result of 2014 divestitures and natural declines in our midcontinent area. Exclusive of production from divested assets, our worldwide NGL production increased 4.3 Mb/d on production growth from our North American onshore area and international regions.

Year-to-Date 2015 compared to Year-to-Date 2014

Crude Oil Revenues Crude oil revenues for the first nine months of 2015 totaled $4.1 billion, $3.9 billion lower than the comparative 2014 period, primarily driven by a 49 percent decrease in average realized prices. Crude oil accounted for 79 percent of oil and gas production revenues and 54 percent of worldwide production for the first nine months of 2015, and 80 percent of production revenues and 50 percent of worldwide production for the 2014 comparative period. Slightly lower production volumes reduced revenues by $6 million compared to the first nine months of 2014, while lower realized prices reduced revenues by $3.9 billion. Crude oil prices realized in the first nine months of 2015 averaged $50.87 per barrel, compared with $99.23 in the comparative prior-year period.

Worldwide production remained essentially flat in the first nine months of 2015 from the same period last year, as production growth in our North American onshore areas and Egypt region was completely offset by 2014 divestitures. Exclusive of production from these divested assets, worldwide production increased 15.2 Mb/d, primarily the result of growth in our North American Onshore areas and higher net production in our Egypt region, a function of our production sharing contracts.

Natural Gas Revenues Gas revenues for the first nine months of 2015 totaled $0.9 billion, down 40 percent from the comparative 2014 period. A 13 percent decline in average production reduced natural gas revenues by $141 million, while a 31 percent decrease in average realized prices reduced revenues by $471 million. Natural gas accounted for 18 percent of our oil and gas production revenues and 35 percent of our equivalent production, compared to 15 percent and 38 percent, respectively, for the 2014 period.

Our worldwide natural gas production was 182 MMcf/d lower than the first nine months of 2014, the result of divestitures in 2014. Exclusive of production from divested assets, worldwide production increased 33.9 MMcf/d on higher production in the North American onshore areas and the Beryl area in the North Sea.

NGL Revenues NGL revenues for the first nine months of 2015 totaled $166 million, down $366 million from the comparative 2014 period. A 7 percent decrease in average production decreased NGL revenues by $13 million as compared to the prior-year period, while a 66 percent decrease in average realized prices decreased revenues by $353 million. NGLs accounted for nearly 3 percent of our oil and gas production revenues and 11 percent of our equivalent production during the first nine months of 2015.

Worldwide production of NGLs decreased 4.8 Mb/d to 60.6 Mb/d in the first nine months of 2015, primarily from natural declines in the midcontinent area and divestitures during 2014 and 2015. Exclusive of production from divested assets, our worldwide NGL production increased 6.0 Mb/d driven by growth in our North American onshore areas.

32

Operating Expenses

The table below presents a comparison of our expenses on an absolute dollar basis and a boe basis. Our discussion may reference expenses on a boe basis, on an absolute dollar basis or both, depending on their relevance. Operating expenses include costs attributable to a noncontrolling interest in Egypt but exclude discontinued operations in Australia and Argentina.

	For the Quarter Ended September 30,								For the Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
	(In millions)				(Per boe)				(In millions)				(Per boe)
Depreciation, depletion, and amortization:
Oil and gas property and equipment
Recurring	$	829	$	1,086	$	16.63	$	20.31	$	2,751	$	3,182	$	18.35	$	19.93
Additional		5,721		1,562		114.69		29.20		18,757		1,765		125.09		11.05
Other assets		79		87		1.58		1.63		245		246		1.63		1.54
Asset retirement obligation accretion		37		39		0.72		0.73		109		115		0.72		0.72
Lease operating costs		450		588		9.03		10.99		1,398		1,696		9.33		10.63
Gathering and transportation costs		58		67		1.15		1.28		163		203		1.08		1.28
Taxes other than income		104		124		2.09		2.32		232		482		1.55		3.02
Impairments		367		—		7.36		—		367		—		2.45		—
General and administrative		86		111		1.74		2.07		279		332		1.86		2.08
Transaction, reorganization, and separation		—		34		—		0.64		120		66		0.80		0.41
Financing costs, net		107		60		2.15		1.10		240		157		1.60		0.98
Total	$	7,838	$	3,758	$	157.14	$	70.27	$	24,661	$	8,244	$	164.46	$	51.64

Recurring Depreciation, Depletion, and Amortization (DD&A) Oil and gas property recurring DD&A expense of $829 million in the third quarter of 2015 decreased $257 million compared to the prior-year quarter. Oil and gas property recurring DD&A expense of $2.8 billion in the first nine months of 2015 decreased $431 million compared to the prior-year period. The Company’s oil and gas property recurring DD&A rate decreased $3.68 and $1.58 per boe for the third quarter and first nine months of 2015, respectively, compared to the prior-year periods. The primary factor driving both lower absolute dollar expense and lower DD&A per boe rates was the reduction in the Company’s oil and gas property carrying values resulting from significant property write-downs incurred in the first and second quarters of 2015.

Additional DD&A Under the full cost method of accounting, the Company is required to review the carrying value of its proved oil and gas properties each quarter on a country-by-country basis. Under these rules, capitalized costs of oil and gas properties, net of accumulated DD&A and deferred income taxes, may not exceed the present value of estimated future net cash flows from proved oil and gas reserves, net of related tax effects and discounted at 10 percent per annum. Estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements.

As a result of a significant and sustained drop in commodity prices, Apache recorded non-cash after-tax write-downs of its proved oil and gas properties totaling $3.7 billion and $12.2 billion in the third quarter and first nine months of 2015, respectively. The following table reflects write-downs by country:

	For the Quarter Ended September 30, 2015				For the Nine Months Ended September 30, 2015
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	4,301	$	2,774	$	13,855	$	8,937
Canada		973		719		3,160		2,347
North Sea		447		223		1,742		871
Total impairment	$	5,721	$	3,716	$	18,757	$	12,155

If commodity prices do not recover significantly from current levels, the Company expects further write-downs of the carrying value of its oil and gas properties as the full cost ceiling limitation was calculated using a historical 12-month pricing average that included oil prices from the fourth quarter of 2014. These prices were significantly higher than current commodity futures prices. To estimate the full cost ceiling limitation for the remainder of 2015, had the Company utilized commodity futures prices as of September 30, 2015 for the remaining three months of 2015 in lieu of using historical commodity prices for the last three months of 2014 to calculate the 12 month unweighted arithmetic average price, the write-down as of September 30, 2015 would have been higher by $3.7 billion ($2.4 billion net of tax).

33

Lease Operating Expenses (LOE) LOE decreased $138 million, or 23 percent, for the quarter, and $298 million, or 18 percent, for the nine-month period, on an absolute dollar basis relative to the comparable periods of 2014. On a per-unit basis, LOE decreased 18 percent to $9.03 per boe for the third quarter of 2015, and 12 percent to $9.33 per boe for the first nine months of 2015, as compared to the prior-year periods. These reductions reflect our continued focus on cost reductions consistent with the current price environment.

Gathering and Transportation Gathering and transportation costs totaled $58 million and $163 million in the third quarter and first nine months of 2015, respectively, down $9 million and $40 million from the third quarter and first nine months of 2014, respectively. The decrease was driven primarily by North American onshore divestitures, partially offset by an increase in production and rate changes in the Permian Basin and increased export volumes in Egypt.

Taxes other than Income Taxes other than income totaled $104 million and $232 million for the third quarter and the first nine months of 2015, respectively, a decrease of $20 million and $250 million, respectively, from the comparative prior-year periods. The following table presents a comparison of these expenses:

	For the Quarter Ended September 30,				For the Nine Months Ended September 30,
	2015		2014		2015		2014
	(In millions)
U.K. PRT	$	51	$	16	$	58	$	170
Severance taxes		31		74		94		198
Ad valorem taxes		18		26		60		89
Other		4		8		20		25
Total Taxes other than income	$	104	$	124	$	232	$	482

The North Sea Petroleum Revenue Tax (PRT) is assessed on qualifying fields in the U.K. North Sea. For the third quarter of 2015, U.K. PRT was $35 million higher than the 2014 period as a result of changes in capital spending and other adjustments during the second and third quarters of 2015. Severance tax expense and ad valorem tax expense decreased $43 million and $8 million, respectively, on lower oil and gas prices and divestitures made throughout the last year.

U.K. PRT for the first nine months of 2015 was $112 million lower when compared to the 2014 period as a result of a decrease in production revenue offset by lower capital expenditures. For the first nine months of 2015, lower oil prices and property divestitures lowered severance taxes by $104 million as compared to the first nine months of 2014. Ad valorem tax decreased $29 million in the first nine months of 2015 compared to 2014 as a result of property divestitures.

Impairments For the quarter and nine months ended September 30, 2015, the Company recorded asset impairments totaling $367 million in connection with fair value assessments, including $210 million for the impairment of gathering, transmission, and processing (GTP) facilities, $148 million for the impairment of an equity method investment, and $9 million for inventory write-downs.

General and Administrative Expenses General and administrative expenses (G&A) for the third quarter of 2015 decreased $25 million, or 23 percent, from the third quarter of 2014 on an absolute basis and decreased $0.33 on a per-unit basis. For the first nine months of 2015 G&A decreased $53 million, or 16 percent, on an absolute basis from the comparable 2014 period and decreased $0.22 per boe on a per-unit basis. These reductions reflect our continued focus on cost reductions consistent with the current price environment.

Transaction, Reorganization, and Separation The Company incurred $120 million for the nine months of 2015 related to our recent divestiture activity and company reorganization. The cost incurred for the year includes approximately $60 million for executive and employee separation; $25 million associated with the closing of our office in Tulsa, consolidating office space in Houston, and other reorganization efforts; and $35 million related to transaction costs for Australia and other transactions.

34

Financing Costs, Net Financing costs incurred during the period comprised the following:

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions)
Interest expense	$	120		$	125		$	371		$	373
Amortization of deferred loan costs		6			2			10			5
Capitalized interest		(56	)		(66	)		(173	)		(216	)
Loss on extinguishment of debt		39			—			39			—
Interest income		(2	)		(1	)		(7	)		(5	)
Financing costs, net	$	107		$	60		$	240		$	157

Net financing costs were up $47 million and $83 million in the third quarter and first nine months of 2015, respectively, compared to the same 2014 periods, driven by a loss on the early extinguishment of debt during the third quarter of 2015. Apache also had lower capitalized interest of $10 million and $43 million in the third quarter and first nine months of 2015, respectively, compared to the prior-year periods as a result of lower project activities.

Provision for Income Taxes The Company estimates its annual effective income tax rate for continuing operations in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Non-cash write-downs of the carrying value of the Company’s proved oil and gas properties, statutory tax rate changes, and other significant or unusual items are recognized as discrete items in the quarter in which they occur.

During the third quarter of 2015 Apache’s effective tax rate was primarily impacted by an increase in the amount of valuation allowances. With the further commodity price declines since the second quarter, management continues to assess the potential realization of its deferred tax assets. In the third quarter, the Company recorded a deferred tax expense of $1.1 billion and $69 million related to an increase in valuation allowances associated with U.S. foreign tax credits and net operating loss carryforwards, respectively. In addition to the allowance recorded during the third quarter, the Company had previously recorded tax expense of $853 million in the second quarter of 2015 related to an increase in valuation allowance associated with management’s assessment on the realizability of U.S. foreign tax credits subsequent to repatriating the majority of net cash proceeds from the Kitimat LNG project and Australia divestitures. The Company is positioned to efficiently repatriate future foreign earnings.

Apache’s year-to-date effective tax rate is primarily driven by the increase in U.S. valuation allowances described above and an increase in the valuation allowance on Canadian deferred tax assets, partially offset by a first-quarter 2015 deferred tax benefit from the previously announced U.K. tax rate change.

Capital Resources and Liquidity

Operating cash flows are the Company’s primary source of liquidity. We may also elect to utilize available committed borrowing capacity, access to both debt and equity capital markets, or proceeds from the sale of nonstrategic assets for all other liquidity and capital resource needs.

Apache’s operating cash flows, both in the short-term and the long-term, are impacted by highly volatile oil and natural gas prices, as well as costs and sales volumes. Significant changes in commodity prices impact our revenues, earnings, and cash flows. These changes potentially impact our liquidity if costs do not trend with changes in commodity prices. Historically, costs have trended with commodity prices, albeit on a lag. Sales volumes also impact cash flows; however, they have a less volatile impact in the short-term.

Deterioration in commodity prices also impacts estimated quantities of proved reserves. In the first nine months of 2015, we recognized negative reserve revisions of approximately 13 percent of our year-end 2014 estimated proved reserves as a result of lower prices. If realized prices for the remainder of 2015 approximate commodity future prices as of September 30, 2015, the Company is reasonably likely to report additional negative revisions, currently estimated at three to five percent of year-end 2014 estimated proved reserves.

Apache’s long-term operating cash flows are dependent on reserve replacement and the level of costs required for ongoing operations. Cash investments are required to fund activity necessary to offset the inherent declines in production and proved crude oil and natural gas reserves. Future success in maintaining and growing reserves and production is highly dependent on the success of our drilling program and our ability to add reserves economically.

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We believe the liquidity and capital resource alternatives available to Apache, combined with proactive measures to adjust our 2015 capital budget to reflect lower oil prices and anticipated operating cash flows, will be adequate to fund short-term and long-term operations, including our capital spending program, repayment of debt maturities, payment of dividends, and any amount that may ultimately be paid in connection with commitments and contingencies.

For additional information, please see Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q and Part I, Items 1 and 2, “Business and Properties,” and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for our 2014 fiscal year.

Sources and Uses of Cash

The following table presents the sources and uses of our cash and cash equivalents for the periods presented.

	For the Nine Months Ended September 30,
	2015		2014
	(In millions)
Sources of Cash and Cash Equivalents:
Net cash provided by continuing operating activities	$	2,572	$	5,756
Proceeds from sale of Kitimat LNG		854		—
Proceeds from Australian divestitures		4,693		—
Net cash provided by Argentina discontinued operations		—		788
Net cash from sale of Deepwater Gulf of Mexico assets		—		1,367
Proceeds from sale of other oil and gas properties		148		390
Net commercial paper and bank loan borrowings		—		1,246
		8,267		9,547
Uses of Cash and Cash Equivalents:
Capital expenditures(1)	$	3,957	$	7,088
Leasehold and property acquisitions		254		638
Net cash used by Australia discontinued operations		208		389
Restricted cash from sale of Deepwater Gulf of Mexico assets		—		545
Net commercial paper and bank loan repayments		1,570		—
Early redemption of fixed-rate debt		939		—
Dividends paid		283		271
Treasury stock activity, net		—		1,830
Distributions to noncontrolling interest		97		124
Other		73		58
		7,381		10,943
Increase (decrease) in cash and cash equivalents	$	886	$	(1,396	)

⁽¹⁾  The table presents capital expenditures on a cash basis; therefore, the amounts may differ from those discussed elsewhere in this document, which include accruals.

Net Cash Provided by Continuing Operating Activities Operating cash flows are our primary source of capital and liquidity and are impacted, both in the short-term and the long-term, by volatile oil and natural gas prices. The factors that determine operating cash flow are largely the same as those that affect net earnings, with the exception of non-cash expenses such as DD&A, asset retirement obligation (ARO) accretion, and deferred income tax expense, which affect earnings but do not affect cash flows.

Net cash provided by continuing operating activities for the first nine months of 2015 totaled $2.6 billion, a decrease of $3.2 billion from the first nine months of 2014. The decrease primarily reflects lower commodity prices and divestitures. Since the end of 2014, we have taken steps to reduce drilling, operating, and overhead costs, with a target of spending within cash flow in 2016.

For a detailed discussion of commodity prices, production, and expenses, refer to the “Results of Operations” of this Item 2. For additional detail on the changes in operating assets and liabilities and the non-cash expenses that do not impact net cash provided by operating activities, please see the statement of consolidated cash flows in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q.

Kitimat LNG Divestiture During the second quarter of 2015, Apache completed the sale of its 50 percent interest in the Kitimat LNG project and related upstream acreage in the Horn River and Liard basins to Woodside for total proceeds of $854 million.

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Australia Discontinued Operations In the second quarter of 2015, Apache completed the sale of its Wheatstone LNG project and associated upstream assets to Woodside for total proceeds of $2.8 billion. During the second quarter of 2015, Apache also completed the sale of its Australian subsidiary AEL to a consortium of private equity funds managed by Macquarie Capital Group Limited and Brookfield Asset Management Inc. for total proceeds of $1.9 billion.

The associated results of operations for the divested Australian assets and the losses on disposal are classified as discontinued operations in all periods presented in this Quarterly Report on Form 10-Q.

For more information regarding our acquisitions and divestitures, please see Note 2—Acquisitions and Divestitures in the notes to consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Capital Expenditures Worldwide E&D expenditures for the first nine months of 2015 totaled $3.8 billion, compared to $6.6 billion for the first nine months of 2014. Apache’s E&D capital spending was primarily focused on North American onshore assets. In the North America onshore region, Apache operated an average of 13 drilling rigs during the first nine months of 2015.

Apache also completed leasehold and property acquisitions totaling $254 million and $638 million during the first nine months of 2015 and 2014, respectively. Our 2015 acquisition investments continue to focus on adding new leasehold positions to our North American onshore portfolio.

Apache’s investment in gas gathering, transmission, and processing (GTP) facilities totaled $113 million during the first nine months of 2015 compared to $503 million in the comparative prior-year period. The Company’s investment in GTP was primarily associated with the Kitimat LNG project, which was divested in the second quarter of 2015.

Dividends For the nine-month periods ended September 30, 2015, and 2014, the Company paid $283 million and $271 million, respectively, in dividends on its common stock.

Liquidity

The following table presents a summary of our key financial indicators at the dates presented:

	September 30, 2015			December 31, 2014
	(In millions of dollars, except as indicated)
Cash and cash equivalents	$	1,655		$	769
Total debt		8,777			11,245
Equity		11,972			28,137
Available committed borrowing capacity		3,500			3,730
Percent of total debt-to-capitalization		42	%		29	%

Cash and cash equivalents The Company had $1.7 billion in cash and cash equivalents as of September 30, 2015, compared to $769 million at December 31, 2014. At September 30, 2015, approximately $1.2 billion of the cash was held by foreign subsidiaries. The cash held by foreign subsidiaries may be subject to additional U.S. income taxes if repatriated. The majority of the cash is invested in highly liquid, investment grade securities with maturities of three months or less at the time of purchase.

Debt As of September 30, 2015, outstanding debt, which consisted of notes and debentures, totaled $8.8 billion. As of September 30, 2015, Apache had $416,000 of notes due June 2016 classified as short-term debt on the consolidated balance sheet.

On September 1, 2015, the Company fully redeemed its $500 million 5.625% notes due in 2017 and its $400 million 1.75% notes due in 2017. The notes were redeemed pursuant to the provisions of each respective note’s indenture. Apache paid the holders an aggregate of $939 million in cash reflecting principal and the premium to par, and an additional $8 million in accrued and unpaid interest.

After redeeming the 2017 notes, the Company had no debt maturing within the next two years, with $550 million due in 2018 and $150 million due in 2019.

Available committed borrowing capacity In June 2015, the Company entered into a $3.5 billion five-year revolving credit facility which matures in June 2020. Proceeds from borrowings may be used for general corporate purposes. Apache’s available borrowing capacity under this facility supports its commercial paper program. In connection with entry into the $3.5 billion facility, Apache terminated existing credit facilities totaling $5.3 billion.

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The Company has available a $3.5 billion commercial paper program, which generally enables Apache to borrow funds for up to 270 days at competitive interest rates. As of September 30, 2015, the Company had no debt outstanding under commercial paper, committed bank facilities, and uncommitted bank lines.

The Company was in compliance with the terms of all credit facilities as of September 30, 2015.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Risk

The Company’s revenues, earnings, cash flow, capital investments and, ultimately, future rate of growth are highly dependent on the prices we receive for our crude oil, natural gas, and NGLs, which have historically been very volatile because of unpredictable events such as economic growth or retraction, weather, political climate, and global supply and demand. Our average crude oil realizations have decreased 51 percent to $46.34 per barrel in the third quarter of 2015 from $94.38 per barrel in the comparable period of 2014. Our average natural gas price realizations have decreased 23 percent to $2.89 per Mcf in the third quarter of 2015 from $3.75 per Mcf in the comparable period of 2014.

We periodically enter into derivative positions on a portion of our projected oil and natural gas production through a variety of financial and physical arrangements intended to manage fluctuations in cash flows resulting from changes in commodity prices. Apache periodically uses futures contracts, swaps, and options to mitigate commodity price risk. Apache does not hold or issue derivative instruments for trading purposes. As of September 30, 2015, Apache had no open commodity derivative positions.

Foreign Currency Risk

The Company’s cash flow stream relating to certain international operations is based on the U.S. dollar equivalent of cash flows measured in foreign currencies. In Canada, oil and gas prices and costs, such as equipment rentals and services, are generally denominated in Canadian dollars but heavily influenced by U.S. markets. Our North Sea production is sold under U.S. dollar contracts, and the majority of costs incurred are paid in British pounds. In Egypt, all oil and gas production is sold under U.S. dollar contracts, and the majority of the costs incurred are denominated in U.S. dollars. Revenue and disbursement transactions denominated in Canadian dollars and British pounds are converted to U.S. dollar equivalents based on average exchange rates during the period.

Foreign currency gains and losses also arise when monetary assets and monetary liabilities denominated in foreign currencies are translated at the end of each month. Currency gains and losses are included as either a component of “Other” under “Revenues and Other” or, as is the case when we re-measure our foreign tax liabilities, as a component of the Company’s provision for income tax expense on the statement of consolidated operations. A foreign currency net gain or loss of $133 million would result from a 10 percent weakening or strengthening, respectively, in the Canadian dollar and British pound as of September 30, 2015.

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Forward-Looking Statements and Risk

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on our examination of historical operating trends, the information that was used to prepare our estimate of proved reserves as of December 31, 2014, and other data in our possession or available from third parties. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, our assumptions about:

• the market prices of oil, natural gas, NGLs, and other products or services;

• our commodity hedging arrangements;

• the integration of acquisitions;

• the supply and demand for oil, natural gas, NGLs, and other products or services;

• production and reserve levels;

• drilling risks;

• economic and competitive conditions;

• the availability of capital resources;

• capital expenditure and other contractual obligations;

• currency exchange rates;

• weather conditions;

• inflation rates;

• the availability of goods and services;

• legislative or regulatory changes;

• the impact on our operations from changes in the Egyptian government;

• terrorism or cyber attacks;

• occurrence of property acquisitions or divestitures;

• the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks; and

• other factors disclosed under Items 1 and 2—Business and Properties—Estimated Proved Reserves and Future Net Cash Flows, Item 1A—Risk Factors, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A—Quantitative and Qualitative Disclosures About Market Risk and elsewhere in our most recently filed Annual Report on Form 10-K, other risks and uncertainties in our third-quarter 2015 earnings release, other factors disclosed under Part II, Item 1A—Risk Factors of this Quarterly Report on Form 10-Q, and other filings that we make with the Securities and Exchange Commission.

All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.

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ITEM 4 – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

John J. Christmann, the Company’s Chief Executive Officer and President, in his capacity as principal executive officer, and Stephen J. Riney, the Company’s Executive Vice President and Chief Financial Officer, in his capacity as principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2015, the end of the period covered by this report. Based on that evaluation and as of the date of that evaluation, these officers concluded that the Company’s disclosure controls and procedures were effective, providing effective means to ensure that information we are required to disclose under applicable laws and regulations is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

We periodically review the design and effectiveness of our disclosure controls, including compliance with various laws and regulations that apply to our operations both inside and outside the United States. We make modifications to improve the design and effectiveness of our disclosure controls, and may take other corrective action, if our reviews identify deficiencies or weaknesses in our controls.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please refer to both Part I, Item 3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (filed with the SEC on February 27, 2015) and Note 7—Commitments and Contingencies in the notes to the consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, for a description of material legal proceedings.

ITEM 1A. RISK FACTORS

Please refer to Part I, Item 1A—Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and Part I, Item 3—Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Apache’s Board of Directors has authorized the purchase of up to 40 million shares of the Company’s common stock. Shares may be purchased either in the open market or through privately held negotiated transactions. The Company initiated the buyback program on June 10, 2013, and through December 31, 2014, had repurchased a total of 32.2 million shares at an average price of $88.96 per share. The Company has not purchased any additional shares during 2015, and is not obligated to acquire any specific number of shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

3.1	–	Restated Certificate of Incorporation of Registrant, dated September 19, 2013, as filed with the Secretary of State of Delaware on September 19, 2013 (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed September 20, 2013, SEC File No. 001-4300).
3.2	–	Certificate of Amendment of Restated Certificate of Incorporation of Registrant, dated May 14, 2015, as filed with the Secretary of State of Delaware on May 14, 2015 (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed May 20, 2015, SEC File No. 001-4300).
3.3	–	Bylaws of Registrant, as amended May 14, 2015 (incorporated by reference to Exhibit 3.3 to Registrant’s Current Report on Form 8-K filed May 20, 2015, SEC File No. 001-4300).
*10.1	–	First Amendment to Credit Agreement, dated as of September 9, 2015, among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, amending Credit Agreement, dated as of June 4, 2015, among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Co-Syndication Agents, and Royal Bank of Canada, HSBC Bank USA, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Wells Fargo Bank, National Association, and Mizuho Bank, Ltd., as Co-Documentation Agents.
*10.2	–	Apache Corporation Executive Termination Policy.
*31.1	–	Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer.
*31.2	–	Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer.
*32.1	–	Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Executive Officer and Principal Financial Officer.
*101.INS	–	XBRL Instance Document.
*101.SCH	–	XBRL Taxonomy Schema Document.
*101.CAL	–	XBRL Calculation Linkbase Document.
*101.LAB	–	XBRL Label Linkbase Document.
*101.PRE	–	XBRL Presentation Linkbase Document.
*101.DEF	–	XBRL Definition Linkbase Document.

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		APACHE CORPORATION
Dated:	November 5, 2015	/s/ STEPHEN J. RINEY
		Stephen J. Riney
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
Dated:	November 5, 2015	/s/ REBECCA A. HOYT
		Rebecca A. Hoyt
		Senior Vice President, Chief Accounting Officer
		and Controller
		(Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 9, 2015 (the “Amendment”), is among APACHE CORPORATION, a Delaware corporation (“Borrower”), the Lenders party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), and the other agents party thereto.

W I T N E S S E T H:

1. Borrower, the Administrative Agent, the other agents party thereto, and the Lenders are parties to that certain Credit Agreement, dated as of June 4, 2015 (the “Credit Agreement”), pursuant to which the Lenders agreed to make loans to and extensions of credit on behalf of Borrower.

2. Borrower has requested the modification of certain terms and provisions of the Credit Agreement.

3. Subject to the terms and conditions of this Amendment, the parties hereto are willing to enter into this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

SECTION 1.  Defined Terms.  All capitalized terms used but not otherwise defined herein shall have the meanings given in the Credit Agreement, as amended by this Amendment.

SECTION 2.  Amendment to Credit Agreement.  Section 1.1 of the Credit Agreement is hereby amended by replacing the definitions of “Authorized Officer”, “Capital” and “Consolidated Tangible Net Worth” with the following:

“ “Authorized Officer” means, with respect to any Borrower, the chief executive officer and/or president, the chief financial officer, and the treasurer of such Borrower, and any officer or employee of such Borrower specified as such to the Administrative Agent in writing by any of the aforementioned officers of such Borrower.”

“ “Capital” means the consolidated shareholder’s equity of Apache and its Subsidiaries plus the consolidated Debt of Apache and its Subsidiaries, provided that such calculation shall exclude the effects of non-cash write-downs, impairments, and related charges occurring after June 30, 2015, including, without limitation, those which may be required under Rule 4-10 (Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the Federal Securities Laws and the Energy Policy and Conservation Act of 1975) of Regulation S-X promulgated by the SEC or by GAAP.”

“ “Consolidated Tangible Net Worth” means (i) the consolidated shareholder’s equity of Apache and its Subsidiaries, less (ii) the amount of consolidated intangible assets of Apache and its Subsidiaries, plus (iii) the aggregate amount of any non-cash write downs, impairments, and related charges, on a consolidated basis, by Apache and its Subsidiaries during the term hereof.”

SECTION 3. Effectiveness. This Amendment shall become effective on the date when the Administrative Agent shall have received counterparts hereof duly executed by Borrower, the Administrative Agent, and the Required Lenders.

SECTION 4. Reaffirmation of Representations and Warranties. To induce the Lenders and the Administrative Agent to enter into this Amendment, Borrower hereby reaffirms, as of the date hereof, the following:

(i) The representations and warranties of Borrower set forth in the Credit Agreement are true and correct on and as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).

(ii) The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have a Material Adverse Effect.

(iii) The execution, delivery and performance by Borrower of this Amendment are within Borrower’s corporate powers and have been duly authorized by all necessary corporate action on behalf of it.

(iv) This Amendment has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with its terms subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor rights generally and to general principles of equity.

(v) The execution, delivery and performance by Borrower of this Amendment do not (a) contravene Borrower’s articles of incorporation or other organizational documents or (b) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting Borrower or any Subsidiary.

(vi) No Default under the Loan Documents has occurred and is continuing and Borrower is in compliance with the financial covenant set forth in Article VI of the Credit Agreement.

(vii) No event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect under the Credit Agreement.

SECTION 5. Reaffirmation of Credit Agreement. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is

2

hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement herein and in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby.

SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Severability of Provisions. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 8. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

SECTION 9. Headings. Article and section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 10. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under the terms of the Credit Agreement.

SECTION 11. No Oral Agreements. THIS AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

APACHE CORPORATION
By:	/s/ Matthew W. Dundrea
Name:	Matthew W. Dundrea
Title:	Senior Vice President–Treasury and Administration

S - 1

[SIGNATURE PAGE TO

FIRST AMENDMENT TO 2015 CREDIT AGREEMENT]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ Debra Hrelja
Name:	Debra Hrelja
Title:	Vice President

S - 2

[SIGNATURE PAGE TO

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BANK OF AMERICA, N.A., as a Co-Syndication Agent and as a Lender
By:	/s/ Alia Qaddumi
Name:	Alia Qaddumi
Title:	Vice President

S - 3

[SIGNATURE PAGE TO

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CITIBANK, N.A., as a Co-Syndication Agent and as a Lender
By:	/s/ Eamon Baqui
Name:	Eamon Baqui
Title:	Vice President

S - 4

[SIGNATURE PAGE TO

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ROYAL BANK OF CANADA, as a Co-Documentation Agent and as a Lender
By:	/s/ Don J. McKinnerney
Name:	Don J. McKinnerney
Title:	Authorized Signatory

S - 5

[SIGNATURE PAGE TO

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HSBC BANK USA, NATIONAL ASSOCIATION, as a Co-Documentation Agent and as a Lender
By:	/s/ Douglas A. Whiddon
Name:	Douglas A. Whiddon
Title:	Director

S - 6

[SIGNATURE PAGE TO

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Co-Documentation Agent and as a Lender
By:	/s/ Sherwin Brandford
Name:	Sherwin Brandford
Title:	Director

S - 7

[SIGNATURE PAGE TO

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Documentation Agent and as a Lender
By:	/s/ Zane Hwang
Name:	Zane Hwang
Title:	Assistant Vice President

S - 8

[SIGNATURE PAGE TO

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MIZUHO BANK, LTD., as a Co-Documentation Agent and as a Lender
By:	/s/ Leon Mo
Name:	Leon Mo
Title:	Authorized Signatory

S - 9

[SIGNATURE PAGE TO

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BANK OF MONTREAL, as a Lender
By:	/s/ James V. Ducote
Name:	James V. Ducote
Title:	Managing Director

S - 10

[SIGNATURE PAGE TO

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BARCLAYS BANK PLC, as a Lender
By:	/s/ Luke Syme
Name:	Luke Syme
Title:	Assistant Vice President

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[SIGNATURE PAGE TO

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BNP PARIBAS, as a Lender
By:	/s/ Ann Rhoads
Name:	Ann Rhoads
Title:	Managing Director
By:	/s/ Sriram Chandrasekaran
Name:	Sriram Chandrasekaran
Title:	Director

S - 12

[SIGNATURE PAGE TO

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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By:	/s/ Darrell Stanley
Name:	Darrell Stanley
Title:	Managing Director
By:	/s/ Nimisha Srivastav
Name:	Nimisha Srivastav
Title:	Director

S - 13

[SIGNATURE PAGE TO

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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:	/s/ Nupur Kumar
Name:	Nupur Kumar
Title:	Authorized Signatory
By:	/s/ Michael Moreno
Name:	Michael Moreno
Title:	Authorized Signatory

S - 14

[SIGNATURE PAGE TO

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DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:	/s/ Virginia Cosenza
Name:	Virginia Cosenza
Title:	Vice President
By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Vice President

S - 15

[SIGNATURE PAGE TO

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GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Michelle Latzoni
Name:	Michelle Latzoni
Title:	Authorized Signatory

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[SIGNATURE PAGE TO

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SOCIÉTÉ GÉNÉRALE, as a Lender
By:	/s/ Diego Medina
Name:	Diego Medina
Title:	Director

S - 17

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THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/ John Frazelle
Name:	John Frazelle
Title:	Director

S - 18

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THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
By:	/s/ Robyn Zeller
Name:	Robyn Zeller
Title:	Senior Vice President

S - 19

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U.S. BANK, N.A., as a Lender
By:	/s/ Patrick Jeffrey
Name:	Patrick Jeffrey
Title:	Vice President

S - 20

[SIGNATURE PAGE TO

FIRST AMENDMENT TO 2015 CREDIT AGREEMENT]

BRANCH BANKING AND TRUST COMPANY, as a Lender
By:	/s/ DeVon J. Lang
Name:	DeVon J. Lang
Title:	Senior Vice President

S - 21

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SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:	/s/ James D. Weinstein
Name:	James D. Weinstein
Title:	Managing Director

S - 22

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EX-10.2

Exhibit 10.2

Apache Corporation

Executive Termination Policy

This Policy, which provides for the payment of certain benefits upon termination of employment, applies to:

(i) All executive officers in the event of a termination of employment without cause, and

(ii) The chief executive officer in the event of a termination upon a Change of Control (as defined in the Company’s 2011 Omnibus Plan).

Pursuant to the Policy, in the event of a termination of employment without cause, executive officers are eligible to receive the following benefits:

• base salary benefit:

• two times base salary for the chief executive officer;

• 1.75 times base salary for executive vice presidents;

• 1.5 times base salary for senior vice presidents and regional vice presidents;

• one times base salary for vice presidents;

• prorated target bonus;

• twelve months COBRA subsidy at active rates;

• three years’ service credit toward retiree medical;

• prorated vesting for restricted stock units and stock options and extension of exercise period to full life of original stock option award; and

• prorated vesting based on time in performance period for performance shares provided the executive has participated in the performance program for at least one year of the performance period (calculated at the end of the performance period and, if a payout is warranted, paid in cash according to the performance program’s vesting schedule).

In the event of a termination of employment upon a Change of Control, the chief executive officer of the Company will receive a year of annual base salary plus bonus, in addition to the benefits for which he is already eligible after a termination upon a Change of Control under the Company’s Income Continuance Plan.

A condition precedent to an executive officer receiving the benefits under this Executive Termination Policy will be for such executive to provide a full and final release to the Company of all claims in a form of release approved by the Company’s general counsel or chief executive officer.

After a termination of employment upon a Change of Control, all executive officers (other than the chief executive officer) will receive no additional benefits pursuant to this Policy. Benefits for such officers after termination of employment upon a Change of Control will continue to be administered under the Company’s Income Continuance Plan and existing equity grant agreements with the Company.

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, John J. Christmann, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Apache Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ John J. Christmann

John J. Christmann

Chief Executive Officer and President

(principal executive officer)

Date: November 5, 2015

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Stephen J. Riney, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Apache Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Stephen J. Riney

Stephen J. Riney

Executive Vice President and Chief Financial Officer

(principal financial officer)

Date: November 5, 2015

EX-32.1

EXHIBIT 32.1

APACHE CORPORATION

Certification of Principal Executive Officer

and Principal Financial Officer

I, John J. Christmann, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the quarterly report on Form 10-Q of Apache Corporation for the quarterly period ending September 30, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o (d)) and that information contained in such report fairly represents, in all material respects, the financial condition and results of operations of Apache Corporation.

/s/ John J. Christmann
By:	John J. Christmann
Title:	Chief Executive Officer and President
(principal executive officer)

Date: November 5, 2015

I, Stephen J. Riney, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the quarterly report on Form 10-Q of Apache Corporation for the quarterly period ending September 30, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o (d)) and that information contained in such report fairly represents, in all material respects, the financial condition and results of operations of Apache Corporation.

/s/ Stephen J. Riney
By:	Stephen J. Riney
Title:	Executive Vice President and Chief Financial Officer
(principal financial officer)

Date: November 5, 2015

XML

Acquisitions and Divestitures - Additional Information - 2014 Activity - Canada Divestiture (Detail) $ in Millions		9 Months Ended
	Apr. 30, 2014 USD ($) a	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of oil and gas assets		$ 148	$ 390
Natural Gas [Member] | Canada [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of oil and gas assets	$ 374
Oil and gas properties sold | a	328,400
Effective date of sale	Jan. 01, 2014
Natural Gas Liquids [Member] | Canada [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Working interest percentage in Wapiti area	100.00%

XML

Business Segment Information - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2015 Country
Segment Reporting [Abstract]
Production in number of countries	4

XML

Debt and Financing Costs - Additional Information (Detail) - USD ($)		9 Months Ended
	Sep. 01, 2015	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Commercial paper program		$ 3,500,000,000
Commercial paper, committed bank facilities, and uncommitted bank lines outstanding		0		$ 1,570,000,000
Payments of notes		$ 939,000,000
5.625% Notes Due 2017 [Member]
Debt Instrument [Line Items]
Debt before unamortized discount	$ 500,000,000
Notes interest rate	5.625%
Debt maturity year	2017
Payments of notes	$ 939,000,000
Accrued and unpaid interest	8,000,000
1.75% Notes Due 2017 [Member]
Debt Instrument [Line Items]
Debt before unamortized discount	$ 400,000,000
Notes interest rate	1.75%
Debt maturity year	2017
Payments of notes	$ 939,000,000
Accrued and unpaid interest	$ 8,000,000
Five-Year Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Revolving bank facility			$ 3,500,000,000
Credit facility maturity date		Jun. 30, 2020
Five-Year Revolving Credit Facility [Member] | Scenario, Previously Reported [Member]
Debt Instrument [Line Items]
Unsecured credit facility available to company			$ 5,300,000,000
Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Period For Borrowing Funds		270 days

XML

Business Segment Information - Financial Segment Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Oil and gas production revenues	$ 1,572	$ 3,181	$ 5,162	$ 10,043
Operating Income (Loss)	(5,706)	(372)	(18,493)	2,354
Other Income (Expense):
Derivative instrument gains (losses), net		273		79
Other	(76)	(13)	(59)	(4)
General and administrative	(86)	(111)	(279)	(332)
Impairments	(367)		(367)
Transaction, reorganization, and separation		(34)	(120)	(66)
Financing costs, net	(107)	(60)	(240)	(157)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(6,342)	(317)	(19,558)	1,874
Total Assets	27,812	52,340	27,812	52,340	$ 55,952
United States [Member]
Segment Reporting Information [Line Items]
Oil and gas production revenues	639	1,481	2,066	4,515
Operating Income (Loss)	(4,253)	(988)	(13,800)	354
Other Income (Expense):
Total Assets	12,806	30,613	12,806	30,613
Canada [Member]
Segment Reporting Information [Line Items]
Oil and gas production revenues	116	268	387	879
Operating Income (Loss)	(1,022)	11	(3,336)	131
Other Income (Expense):
Total Assets	2,438	7,100	2,438	7,100
Egypt [Member]
Segment Reporting Information [Line Items]
Oil and gas production revenues	500	910	1,696	2,849
Operating Income (Loss)	43	481	361	1,601
Other Income (Expense):
Total Assets	7,788	7,246	7,788	7,246
North Sea [Member]
Segment Reporting Information [Line Items]
Oil and gas production revenues	317	522	1,013	1,800
Operating Income (Loss)	(474)	124	(1,718)	268
Other Income (Expense):
Total Assets	4,323	6,824	4,323	6,824
Other International [Member]
Other Income (Expense):
Total Assets	$ 457	$ 557	$ 457	$ 557

XML

Asset Retirement Obligation - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Asset Retirement Obligation [Line Items]
Asset retirement obligation accretion	$ 37	$ 39	$ 109	$ 115
Australia [Member]
Asset Retirement Obligation [Line Items]
Asset retirement obligation accretion			$ 13

XML

Acquisitions and Divestitures - Summary of Carrying Amount of Major Assets and Liabilities Associated with Disposition - Australia Divestitures (Detail) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014
ASSETS
Current assets	$ 4,079	$ 6,415
Total assets	27,812	55,952	$ 52,340
LIABILITIES
Current liabilities	2,167	3,664
Asset retirement obligations	2,567	3,048
Non-current deferred tax liability	1,997	9,499
Other long-term liabilities	$ 332	359
Divestiture [Member] | Australia [Member]
ASSETS
Current assets		1,992
Net property and equipment		6,516
Total assets		8,508
LIABILITIES
Current liabilities		606
Asset retirement obligations		517
Non-current deferred tax liability		922
Other long-term liabilities		33
Total liabilities		$ 2,078

XML

Supplemental Guarantor Information - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2015 USD ($)
Condensed Financial Statements, Captions [Line Items]
Equity ownership percentage	100.00%
Notes Due 2029 [Member]
Condensed Financial Statements, Captions [Line Items]
Publicly traded notes	$ 300
Publicly-traded notes maturity date	2029

XML

Capital Stock (Tables)

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Net Income (loss) Per Common Share

A reconciliation of the components of basic and diluted net income (loss) per common share for the quarters and nine-month periods ended September 30, 2015, and 2014 is presented in the table below.

	For the Quarter Ended September 30,
	2015								2014
	Loss			Shares		Per Share			Loss			Shares		Per Share
	(In millions, except per share amounts)
Basic:
Loss from continuing operations	$	(5,560	)		378	$	(14.70	)	$	(1,174	)		381	$	(3.08	)
Loss from discontinued operations		(95	)		378		(0.25	)		(156	)		381		(0.42	)
Loss attributable to common stock	$	(5,655	)		378	$	(14.95	)	$	(1,330	)		381	$	(3.50	)
Effect of Dilutive Securities:
Stock options and other					—								—
Diluted:
Loss from continuing operations	$	(5,560	)		378	$	(14.70	)	$	(1,174	)		381	$	(3.08	)
Loss from discontinued operations		(95	)		378		(0.25	)		(156	)		381		(0.42	)
Loss attributable to common stock	$	(5,655	)		378	$	(14.95	)	$	(1,330	)		381	$	(3.50	)

	For the Nine Months Ended September 30,
	2015								2014
	Loss			Shares		Per Share			Loss			Shares		Per Share
	(In millions, except per share amounts)
Basic:
Loss from continuing operations	$	(14,947	)		378	$	(39.58	)	$	(73	)		387	$	(0.19	)
Loss from discontinued operations		(959	)		378		(2.54	)		(516	)		387		(1.33	)
Loss attributable to common stock	$	(15,906	)		378	$	(42.12	)	$	(589	)		387	$	(1.52	)
Effect of Dilutive Securities:
Stock options and other		—			—					—			—
Diluted:
Loss from continuing operations	$	(14,947	)		378	$	(39.58	)	$	(73	)		387	$	(0.19	)
Loss from discontinued operations		(959	)		378		(2.54	)		(516	)		387		(1.33	)
Loss attributable to common stock	$	(15,906	)		378	$	(42.12	)	$	(589	)		387	$	(1.52	)

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2015	Jun. 30, 2015
Income Tax Disclosure [Abstract]
Deferred foreign tax expense	$ 1,100	$ 853
Net operating loss carryforwards	$ 69

XML

Acquisitions and Divestitures - Additional Information - 2014 Activity - Leasehold and Property Acquisitions (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Business Combinations [Abstract]
Leasehold and property acquisition	$ 126	$ 526	$ 254	$ 638

XML

Acquisitions and Divestitures - Additional Information - 2014 Activity - Anadarko Basin and Southern Louisiana Divestitures (Detail) $ in Millions	1 Months Ended	9 Months Ended
	Dec. 31, 2014 USD ($) a	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of oil and gas assets		$ 148	$ 390
Anadarko Basin and Southern Louisiana Divestitures [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of oil and gas assets	$ 1,300
Effective date of sale	Oct. 01, 2014
Anadarko Basin [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Oil and gas properties sold | a	115,000
Southern Louisiana [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Oil and gas properties sold | a	90,000

XML

Capital Stock - Net Income (loss) Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Loss from continuing operations	$ (5,560)	$ (1,174)	$ (14,947)	$ (73)
Loss from discontinued operations	(95)	(156)	(959)	(516)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	(5,655)	(1,330)	(15,906)	(589)
Loss from continuing operations	(5,560)	(1,174)	(14,947)	(73)
Loss from discontinued operations	(95)	(156)	(959)	(516)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$ (5,655)	$ (1,330)	$ (15,906)	$ (589)
Loss from continuing operations, shares	378	381	378	387
Loss from discontinued operations, shares	378	381	378	387
Loss attributable to common stock, shares	378	381	378	387
Stock options and other, shares	0	0	0	0
Loss from continuing operations, shares	378	381	378	387
Loss from discontinued operations, shares	378	381	378	387
Loss attributable to common stock, shares	378	381	378	387
Basic loss from continuing operations per share	$ (14.70)	$ (3.08)	$ (39.58)	$ (0.19)
Basic loss from discontinued operations per share	(0.25)	(0.42)	(2.54)	(1.33)
Loss attributable to common stock per share	(14.95)	(3.50)	(42.12)	(1.52)
Diluted loss from continuing operations per share	(14.70)	(3.08)	(39.58)	(0.19)
Diluted loss from discontinued operations per share	(0.25)	(0.42)	(2.54)	(1.33)
Loss attributable to common stock, per share	$ (14.95)	$ (3.50)	$ (42.12)	$ (1.52)

XML

Debt and Financing Costs - Summary of Carrying Amounts and Estimated Fair Values (Detail) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Commercial paper and committed bank facilities, Carrying Amount	$ 0	$ 1,570,000,000
Total Debt, Carrying Amount	8,777,000,000	11,245,000,000
Total Debt, Fair Value	8,829,000,000	11,514,000,000
Commercial Paper and Committed Bank Facilities [Member]
Debt Instrument [Line Items]
Total Debt, Fair Value		1,570,000,000
Notes and Debentures [Member]
Debt Instrument [Line Items]
Notes and debentures, Carrying Amount	8,777,000,000	9,675,000,000
Total Debt, Fair Value	$ 8,829,000,000	$ 9,944,000,000

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of September 30, 2015, Apache’s significant accounting policies are consistent with those discussed in Note 1—Summary of Significant Accounting Policies to the consolidated financial statements contained in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates with regard to these financial statements include the fair value determination of acquired assets and liabilities, the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom, assessing asset retirement obligations, and the estimate of income taxes. Actual results could differ from those estimates.

Oil and Gas Property

The Company follows the full-cost method of accounting for its oil and gas property. Under this method of accounting, all costs incurred for both successful and unsuccessful exploration and development activities, including salaries, benefits and other internal costs directly identified with these activities, and oil and gas property acquisitions are capitalized. The net book value of oil and gas properties, less related deferred income taxes, may not exceed a calculated “ceiling.” The ceiling limitation is the estimated after-tax future net cash flows from proved oil and gas reserves, discounted at 10 percent per annum and adjusted for designated cash flow hedges. Estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. For a discussion of the calculation of estimated future net cash flows, please refer to Note 14—Supplemental Oil and Gas Disclosures to the consolidated financial statements contained in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Any excess of the net book value of proved oil and gas properties, less related deferred income taxes, over the ceiling is charged to expense and reflected as “Additional depreciation, depletion, and amortization” (DD&A) in the accompanying statement of consolidated operations. Such limitations are imposed separately on a country-by-country basis and are tested quarterly. The following tables present non-cash write-downs of the carrying value of the Company’s proved oil and gas properties by country for the third quarter and first nine months of 2015 and 2014:

	For the Quarter Ended September 30, 2015				For the Quarter Ended September 30, 2014
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	4,301	$	2,774	$	1,545	$	995
Canada		973		719		—		—
North Sea		447		223		17		7
Total impairment	$	5,721	$	3,716	$	1,562	$	1,002

	For the Nine Months Ended September 30, 2015				For the Nine Months Ended September 30, 2014
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	13,855	$	8,937	$	1,545	$	995
Canada		3,160		2,347		—		—
North Sea		1,742		871		220		84
Total impairment	$	18,757	$	12,155	$	1,765	$	1,079

Asset Impairments

For the quarter and nine months ended September 30, 2015, the Company recorded asset impairments totaling $367 million in connection with fair value assessments.

Impairments included $210 million on certain gathering, transmission, and processing (GTP) facilities, which were written down to their fair values of $16 million in aggregate. The fair values of the impaired assets were determined using an income approach, which considered internal estimates of future throughput volumes, processing rates, and costs. These assumptions were applied to develop future cash flow projections that were then discounted to estimate fair value, using a discount rate believed to be consistent with those applied by market participants. Apache has classified these non-recurring fair value measurements as Level 3 in the fair value hierarchy.

In addition, the Company recorded $148 million for the impairment of an equity method investment and $9 million for inventory write-downs. For discussion of the equity method investment impairment, see Note 2—Acquisitions and Divestitures.

New Pronouncements Issued But Not Yet Adopted

In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-16, which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016. The Company does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Entities will continue to apply their existing impairment models to inventories that are accounted for using last-in first-out and the retail inventory method. Under current guidance, net realizable value is one of several calculations an entity needs to make to measure inventory at the lower of cost or market. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, which simplifies the presentation of debt issuance costs. The new standard requires debt issuance costs to be presented as a direct deduction from the carrying value of the associated debt liability, whereas they are currently being presented as a component of “deferred charges and other” on the balance sheet. The new standard creates consistency in the way debt issuance costs and debt discounts are presented on the balance sheet and better aligns U.S. GAAP with International Financial Reporting Standards. ASU 2015-03 is effective for annual and interim reporting periods beginning after December 15, 2015. The Company will apply the change retrospectively and does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

In May 2014, the FASB and the International Accounting Standards Board (IASB) issued a joint revenue recognition standard, ASU 2014-09. The new standard removes inconsistencies in existing standards, changes the way companies recognize revenue from contracts with customers, and increases disclosure requirements. The guidance requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB announced a delay in the effective date of the revenue standard by one year. The deferral results in the new revenue standard being effective for annual and interim periods beginning after December 15, 2017. The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The Company is currently evaluating the level of effort needed to implement the standard, the impact of adopting this standard on its consolidated financial statements, and whether to use the full retrospective approach or the modified retrospective approach.

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Acquisitions and Divestitures - Additional Information - 2014 Activity - Transaction, Reorganization, and Separation (Detail) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Business Combinations [Abstract]
Transaction, reorganization, and separation expense	$ 34	$ 120	$ 66

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Summary of Significant Accounting Policies - Non-Cash Write-Downs of Carrying Value Of Proved Oil And Gas Properties By Country (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Schedule Of Significant Accounting Policies [Line Items]
Write-down of the carrying value of Oil and Gas properties, Before tax	$ 5,721	$ 1,562	$ 18,757	$ 1,765
Write-down of the carrying value of Oil and Gas properties, After tax	3,716	1,002	12,155	1,079
United States [Member]
Schedule Of Significant Accounting Policies [Line Items]
Write-down of the carrying value of Oil and Gas properties, Before tax	4,301	1,545	13,855	1,545
Write-down of the carrying value of Oil and Gas properties, After tax	2,774	995	8,937	995
Canada [Member]
Schedule Of Significant Accounting Policies [Line Items]
Write-down of the carrying value of Oil and Gas properties, Before tax	973		3,160
Write-down of the carrying value of Oil and Gas properties, After tax	719		2,347
North Sea [Member]
Schedule Of Significant Accounting Policies [Line Items]
Write-down of the carrying value of Oil and Gas properties, Before tax	447	17	1,742	220
Write-down of the carrying value of Oil and Gas properties, After tax	$ 223	$ 7	$ 871	$ 84

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Regulatory Assets [Abstract]
Discount rate		10.00%
Asset impairments	$ 367	$ 367
Impairment of gathering, transmission, and processing (GTP) facilities	210	210
Impairment of gathering, transmission, and processing (GTP) facilities, fair value	16	16
Impairment of equity method investment	148	148
Inventory write-downs	$ 9	$ 9

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Business Segment Information - Financial Segment Information (Parenthetical) (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Write-down of the carrying value of Oil and Gas properties	$ 5,721	$ 1,562	$ 18,757	$ 1,765
United States [Member]
Segment Reporting Information [Line Items]
Write-down of the carrying value of Oil and Gas properties	4,301	1,545	13,855	1,545
Canada [Member]
Segment Reporting Information [Line Items]
Write-down of the carrying value of Oil and Gas properties	973		3,160
North Sea [Member]
Segment Reporting Information [Line Items]
Write-down of the carrying value of Oil and Gas properties	$ 447	17	$ 1,742	220
Australia [Member]
Segment Reporting Information [Line Items]
Total Assets		$ 8,700		$ 8,700

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Other Current Liabilities - Details of Other Current Liabilities (Detail) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Accrued operating expenses	$ 139	$ 163
Accrued exploration and development	668	1,606
Accrued compensation and benefits	158	204
Accrued interest	107	160
Accrued income taxes	296	54
Current asset retirement obligation	28	37
Other	112	230
Total Other current liabilities	$ 1,508	$ 2,454

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Acquisitions and Divestitures - Additional Information - 2015 Activity - Yara Pilbara Holdings Pty Limited Sale (Detail) - USD ($) $ in Millions		9 Months Ended
	Oct. 28, 2015	Sep. 30, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of ownership		100.00%
Yara Pilbara Holdings Pty Limited [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment on equity method investment		$ 148
Scenario, Forecast [Member] | Yara Pilbara Holdings Pty Limited [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of ownership	49.00%
Proceed from sale of equity method investments	$ 391

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Acquisitions and Divestitures - Additional Information - 2015 Activity - Canada Divestiture (Detail) - USD ($) $ in Millions	1 Months Ended
	Apr. 30, 2015	Sep. 30, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of ownership		100.00%
Canada [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds form sale of operations	$ 854
Kitimat LNG [Member] | Canada [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of ownership	50.00%
Proceeds form sale of operations	$ 345
Upstream Assets [Member] | Canada [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds form sale of operations	$ 510

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Statement of Consolidated Changes in Equity (Unaudited) (Parenthetical) - $ / shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Common stock, dividends, per share	$ 0.75	$ 0.75
Retained Earnings [Member]
Common stock, dividends, per share	0.75	0.75
Parent [Member]
Common stock, dividends, per share	$ 0.75	$ 0.75

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Acquisitions and Divestitures - Additional Information - 2015 Activity - Australia Divestiture (Detail) - Australia [Member] - USD ($) $ in Millions	1 Months Ended		9 Months Ended
	Jun. 30, 2015	Apr. 30, 2015	Sep. 30, 2015
Wheatstone LNG [Member] | Oil and Gas Properties [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on sale of upstream assets			$ 922
Woodside Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds form sale of operations		$ 2,800
Consortium Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds form sale of operations	$ 1,900
Loss on sale of upstream assets	$ 1,300
LNG Assets [Member] | Woodside Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds form sale of operations		1,400
Upstream Assets [Member] | Woodside Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds form sale of operations		$ 1,400

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Acquisitions and Divestitures - Additional Information - 2014 Activity - Argentina Divestiture (Detail) - USD ($) $ in Millions		9 Months Ended
	Mar. 12, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of operations		$ 148	$ 390
Argentina [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of operations	$ 800
Liabilities assumed	$ 52
Debt assumed beginning date	Jun. 30, 2013
Loss from discontinued operations, net of tax	$ 517

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Capital Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	Jun. 10, 2013	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Equity [Abstract]
Options and restricted stock, anti-dilutive		10,400,000	4,700,000	8,900,000	5,500,000
Dividends, Common stock		$ 95	$ 95	$ 283	$ 271
Common stock share purchase, shares		40,000,000		40,000,000
Common stock share repurchase, shares	32,200,000
Common stock share repurchase, per share	$ 88.96

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Statement of Consolidated Operations (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Oil and gas production revenues
Oil and gas production revenues	$ 1,572	$ 3,181	$ 5,162	$ 10,043
Derivative instrument gains, net		273		79
Other	(76)	(13)	(59)	(4)
Total revenues and other	1,496	3,441	5,103	10,118
Oil and gas property and equipment
Depreciation, depletion and amortization	6,629	2,735	21,753	5,193
Asset retirement obligation accretion	37	39	109	115
Lease operating expenses	450	588	1,398	1,696
Gathering and transportation	58	67	163	203
Taxes other than income	104	124	232	482
Impairments	367		367
General and administrative	86	111	279	332
Transaction, reorganization, and separation		34	120	66
Financing costs, net	107	60	240	157
Total operating expenses	7,838	3,758	24,661	8,244
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(6,342)	(317)	(19,558)	1,874
Current income tax provision (benefit)	(84)	228	496	968
Deferred income tax provision (benefit)	(707)	540	(5,167)	684
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	(5,551)	(1,085)	(14,887)	222
Net loss from discontinued operations, net of tax	(95)	(156)	(959)	(516)
NET LOSS INCLUDING NONCONTROLLING INTEREST	(5,646)	(1,241)	(15,846)	(294)
Net income attributable to noncontrolling interest	9	89	60	295
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	(5,655)	(1,330)	(15,906)	(589)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Net loss from continuing operations attributable to common shareholders	(5,560)	(1,174)	(14,947)	(73)
Net loss from discontinued operations	(95)	(156)	(959)	(516)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$ (5,655)	$ (1,330)	$ (15,906)	$ (589)
NET LOSS PER COMMON SHARE:
Basic net loss from continuing operations per share	$ (14.70)	$ (3.08)	$ (39.58)	$ (0.19)
Basic net loss from discontinued operations per share	(0.25)	(0.42)	(2.54)	(1.33)
Basic net loss per share	(14.95)	(3.50)	(42.12)	(1.52)
DILUTED NET LOSS PER COMMON SHARE:
Diluted net loss from continuing operations per share	(14.70)	(3.08)	(39.58)	(0.19)
Diluted net loss from discontinued operations per share	(0.25)	(0.42)	(2.54)	(1.33)
Diluted net loss per share	$ (14.95)	$ (3.50)	$ (42.12)	$ (1.52)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic	378	381	378	387
Diluted	378	381	378	387
DIVIDENDS DECLARED PER COMMON SHARE	$ 0.25	$ 0.25	$ 0.75	$ 0.75
Other Assets [Member]
Oil and gas property and equipment
Depreciation, depletion and amortization	$ 79	$ 87	$ 245	$ 246
Oil and Gas Property and Equipment Recurring [Member]
Oil and gas property and equipment
Depreciation, depletion and amortization	829	1,086	2,751	3,182
Oil and Gas Property and Equipment Additional [Member]
Oil and gas property and equipment
Depreciation, depletion and amortization	5,721	1,562	18,757	1,765
Oil Reserves [Member]
Oil and gas production revenues
Revenues	1,213	2,553	4,092	7,995
Natural Gas [Member]
Oil and gas production revenues
Revenues	309	451	904	1,516
Natural Gas Liquids [Member]
Oil and gas production revenues
Revenues	$ 50	$ 177	$ 166	$ 532

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Asset Retirement Obligation - Asset Retirement Obligation (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Asset Retirement Obligation Disclosure [Abstract]
Asset retirement obligation at beginning of year	$ 3,085
Liabilities incurred	54
Liabilities divested	(619)
Liabilities settled	(78)
Accretion expense	122
Revisions in estimated liabilities	31
Asset retirement obligation at end of year	2,595
Less current portion	(28)	$ (37)
Asset retirement obligation, long-term	$ 2,567	$ 3,048

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Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.625	$ 0.625
Common stock, shares authorized	860,000,000	860,000,000
Common stock, shares issued	411,200,325	409,706,347
Treasury stock, shares	33,181,176	33,201,455

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Supplemental Guarantor Information - Supplemental Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Financial Statements, Captions [Line Items]
CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES			$ 2,572	$ 5,756
CASH PROVIDED BY DISCONTINUED OPERATIONS			150	772
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			2,722	6,528
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property			(3,844)	(6,585)
Leasehold and property acquisitions	$ (126)	$ (526)	(254)	(638)
Additions to gas gathering, transmission, and processing facilities			(113)	(503)
Proceeds from sale of Deepwater Gulf of Mexico assets				1,367
Proceeds from sale of Kitimat LNG			854
Restricted cash related to divestitures				(545)
Proceeds from sale of other oil and gas properties			148	390
Other			(99)	(96)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES			(3,308)	(6,610)
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS			4,335	(331)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			1,027	(6,941)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper and bank credit facilities, net			(1,570)	1,246
Early redemption of fixed-rate debt			(939)
Distributions to noncontrolling interest			(97)	(124)
Dividends paid			(283)	(271)
Treasury stock activity, net				(1,830)
Other			26	38
NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES			(2,863)	(941)
NET CASH USED IN DISCONTINUED OPERATIONS				(42)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			(2,863)	(983)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			886	(1,396)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			769	1,906
CASH AND CASH EQUIVALENTS AT END OF PERIOD	1,655	510	1,655	510
Reclassifications & Eliminations [Member]
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in subsidiaries, net			(274)	(2,303)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES			(274)	(2,303)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			(274)	(2,303)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany borrowings			274	2,312
Other				(9)
NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES			274	2,303
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			274	2,303
Apache Corporation [Member]
Condensed Financial Statements, Captions [Line Items]
CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES			77	3,574
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			77	3,574
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property			(1,517)	(5,425)
Leasehold and property acquisitions			(243)	(503)
Additions to gas gathering, transmission, and processing facilities			(25)	(21)
Proceeds from sale of Deepwater Gulf of Mexico assets				1,367
Restricted cash related to divestitures				(545)
Proceeds from sale of other oil and gas properties			8	35
Investment in subsidiaries, net			274	2,303
Other			(16)	(67)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES			(1,519)	(2,856)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			(1,519)	(2,856)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper and bank credit facilities, net			(1,570)	1,248
Intercompany borrowings			4,416
Early redemption of fixed-rate debt			(939)
Dividends paid			(283)	(271)
Treasury stock activity, net				(1,830)
Other			2
NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES			1,626	(853)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			1,626	(853)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			184	(135)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			267	155
CASH AND CASH EQUIVALENTS AT END OF PERIOD	451	20	451	20
Apache Finance Canada [Member]
Condensed Financial Statements, Captions [Line Items]
CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES			(25)	(37)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(25)	(37)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany borrowings			(10)	10
Other			35	24
NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES			25	34
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			25	34
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(3)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR				3
All Other Subsidiaries of Apache Corporation [Member]
Condensed Financial Statements, Captions [Line Items]
CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES			2,520	2,219
CASH PROVIDED BY DISCONTINUED OPERATIONS			150	772
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			2,670	2,991
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property			(2,327)	(1,160)
Leasehold and property acquisitions			(11)	(135)
Additions to gas gathering, transmission, and processing facilities			(88)	(482)
Proceeds from sale of Kitimat LNG			854
Proceeds from sale of other oil and gas properties			140	355
Other			(83)	(29)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES			(1,515)	(1,451)
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS			4,335	(331)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			2,820	(1,782)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper and bank credit facilities, net				(2)
Intercompany borrowings			(4,680)	(2,322)
Distributions to noncontrolling interest			(97)	(124)
Other			(11)	23
NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES			(4,788)	(2,425)
NET CASH USED IN DISCONTINUED OPERATIONS				(42)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			(4,788)	(2,467)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			702	(1,258)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			502	1,748
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 1,204	$ 490	$ 1,204	$ 490

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Acquisitions and Divestitures - Additional Information - 2015 Activity - Leasehold and Property Acquisitions (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Business Combinations [Abstract]
Leasehold and property acquisition	$ 126	$ 526	$ 254	$ 638

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Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

Detail of Other Current Liabilities

The following table provides detail of our other current liabilities:

	September 30, 2015		December 31, 2014
	(In millions)
Accrued operating expenses	$	139	$	163
Accrued exploration and development		668		1,606
Accrued compensation and benefits		158		204
Accrued interest		107		160
Accrued income taxes		296		54
Current asset retirement obligation		28		37
Other		112		230
Total Other current liabilities	$	1,508	$	2,454

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Acquisitions and Divestitures - Additional Information - 2015 Activity - Transaction, Reorganization, and Separation (Detail) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Business Combinations [Abstract]
Transaction, reorganization, and separation expense	$ 34	$ 120	$ 66

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Debt and Financing Costs (Tables)

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Summary of Carrying Amounts and Estimated Fair Values

The following table presents the carrying amounts and estimated fair values of the Company’s outstanding debt:

	September 30, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Commercial paper and committed bank facilities	$	—	$	—	$	1,570	$	1,570
Notes and debentures		8,777		8,829		9,675		9,944
Total Debt	$	8,777	$	8,829	$	11,245	$	11,514

Components of Financing Costs, Net

Financing Costs, Net

The following table presents the components of Apache’s financing costs, net:

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions)
Interest expense	$	120		$	125		$	371		$	373
Amortization of deferred loan costs		6			2			10			5
Capitalized interest		(56	)		(66	)		(173	)		(216	)
Loss on extinguishment of debt		39			—			39			—
Interest income		(2	)		(1	)		(7	)		(5	)
Financing costs, net	$	107		$	60		$	240		$	157

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Statement of Consolidated Changes in Equity (Unaudited) - USD ($) $ in Millions	Total	Common Stock [Member]	Paid-In Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Parent [Member]	Noncontrolling Interest [Member]
BALANCE at Dec. 31, 2013	$ 35,393	$ 255	$ 12,251	$ 22,032	$ (1,027)	$ (115)	$ 33,396	$ 1,997
Net income (loss)	(294)			(589)			(589)	295
Distributions to noncontrolling interest	(124)							(124)
Commodity hedges, net of tax	(1)					(1)	(1)
Common dividends ($0.75 per share)	(287)			(287)			(287)
Common stock activity, net	(11)	1	(12)				(11)
Treasury stock activity, net	(1,831)		(1)		(1,830)		(1,831)
Compensation expense	145		145				145
Other	(4)		(4)				(4)
BALANCE at Sep. 30, 2014	32,986	256	12,379	21,156	(2,857)	(116)	30,818	2,168
BALANCE at Dec. 31, 2014	28,137	256	12,438	16,249	(2,890)	(116)	25,937	2,200
Net income (loss)	(15,846)			(15,906)			(15,906)	60
Distributions to noncontrolling interest	(97)							(97)
Common dividends ($0.75 per share)	(283)			(283)			(283)
Other	61	1	59		1		61
BALANCE at Sep. 30, 2015	$ 11,972	$ 257	$ 12,497	$ 60	$ (2,889)	$ (116)	$ 9,809	$ 2,163

XML

Statement of Consolidated Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
NET LOSS INCLUDING NONCONTROLLING INTEREST	$ (5,646)	$ (1,241)	$ (15,846)	$ (294)
Commodity cash flow hedge activity, net of tax:
Change in fair value of derivative instruments				(1)
Commodity cash flow hedge activity, net of tax				(1)
COMPREHENSIVE LOSS INCLUDING NONCONTROLLING INTEREST	(5,646)	(1,241)	(15,846)	(295)
Comprehensive income attributable to noncontrolling interest	9	89	60	295
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCK	$ (5,655)	$ (1,330)	$ (15,906)	$ (590)

XML

Business Segment Information

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Business Segment Information

9. BUSINESS SEGMENT INFORMATION

Apache is engaged in a single line of business. Both domestically and internationally, the Company explores for, develops, and produces natural gas, crude oil and natural gas liquids. At September 30, 2015, the Company had production in four countries: the United States, Canada, Egypt, and the United Kingdom (U.K.) North Sea. Apache also pursues exploration interests in other countries that may, over time, result in reportable discoveries and development opportunities. Financial information for each country is presented below:

	United											Other
	States			Canada			Egypt(1)		North Sea			International		Total(3)
	(In millions)
For the Quarter Ended September 30, 2015
Oil and Gas Production Revenues	$	639		$	116		$	500	$	317		$	—	$	1,572
Operating Income (Loss)(2)	$	(4,253	)	$	(1,022	)	$	43	$	(474	)	$	—	$	(5,706	)
Other Income (Expense):
Other															(76	)
General and administrative															(86	)
Impairments															(367	)
Financing costs, net															(107	)
Loss Before Income Taxes														$	(6,342	)
For the Nine Months Ended September 30, 2015
Oil and Gas Production Revenues	$	2,066		$	387		$	1,696	$	1,013		$	—	$	5,162
Operating Income (Loss)(2)	$	(13,800	)	$	(3,336	)	$	361	$	(1,718	)	$	—	$	(18,493	)
Other Income (Expense):
Other															(59	)
General and administrative															(279	)
Impairments															(367	)
Transaction, reorganization, and separation															(120	)
Financing costs, net															(240	)
Loss Before Income Taxes														$	(19,558	)
Total Assets	$	12,806		$	2,438		$	7,788	$	4,323		$	457	$	27,812
For the Quarter Ended September 30, 2014
Oil and Gas Production Revenues	$	1,481		$	268		$	910	$	522		$	—	$	3,181
Operating Income (Loss)(2)	$	(988	)	$	11		$	481	$	124		$	—	$	(372	)
Other Income (Expense):
Derivative instrument gains (losses), net															273
Other															(13	)
General and administrative															(111	)
Transaction, reorganization, and separation															(34	)
Financing costs, net															(60	)
Income Before Income Taxes														$	(317	)
For the Nine Months Ended September 30, 2014
Oil and Gas Production Revenues	$	4,515		$	879		$	2,849	$	1,800		$	—	$	10,043
Operating Income(2)	$	354		$	131		$	1,601	$	268		$	—	$	2,354
Other Income (Expense):
Derivative instrument gains (losses), net															79
Other															(4	)
General and administrative															(332	)
Transaction, reorganization, and separation															(66	)
Financing costs, net															(157	)
Income Before Income Taxes														$	1,874
Total Assets	$	30,613		$	7,100		$	7,246	$	6,824		$	557	$	52,340

⁽¹⁾  Includes a noncontrolling interest in Egypt.

⁽²⁾  Operating Income (Loss) consists of oil and gas production revenues less depreciation, depletion, and amortization, asset retirement obligation accretion, lease operating expenses, gathering and transportation costs, and taxes other than income. The operating income (loss) of U.S., Canada, and North Sea for the third quarter of 2015 includes non-cash write-downs of each region’s carrying value of oil and gas properties of $4.3 billion, $973 million and $447 million, respectively. For the first nine months of 2015, operating income (loss) of U.S., Canada, and North Sea includes non-cash write-downs of each region’s carrying value of oil and gas properties of $13.9 billion, $3.2 billion, and $1.7 billion, respectively. During the third quarter of 2014, U.S.’s operating income (loss) includes $1.5 billion of non-cash write-downs of the carrying value of oil and gas properties. North Sea’s operating income for the third quarter and first nine months of 2014 include non-cash write-downs of the carrying value of oil and gas properties totaling $17 million and $220 million, respectively.

⁽³⁾  Amounts for 2014 have been restated to exclude Argentina and Australia discontinued operations. Total Assets for the 2014 periods also excludes $8.7 billion of divested Australian assets.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 31, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Trading Symbol	APA
Entity Registrant Name	APACHE CORP
Entity Central Index Key	0000006769
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		378,014,176

XML

Supplemental Guarantor Information

9 Months Ended

Sep. 30, 2015

Guarantees [Abstract]

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 Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations		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 Corporation			Apache Finance Canada		All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
	(In millions)
REVENUES AND OTHER:
Oil and gas production revenues	$	882		$	—	$	2,299		$	—		$	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 Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations		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 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		$	—	$	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 Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			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 Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			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 Corporation		Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			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 Corporation		Apache Finance Canada		All Other Subsidiaries of Apache Corporation			Reclassifications & 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

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Statement of Consolidated Cash Flows (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) including noncontrolling interest	$ (15,846)	$ (294)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss from discontinued operations	959	516
Depreciation, depletion, and amortization	21,753	5,193
Impairments	367
Asset retirement obligation accretion	109	115
Provision for (benefit from) deferred income taxes	(5,167)	684
Other	80	(271)
Changes in operating assets and liabilities:
Receivables	585	591
Inventories	54	74
Drilling advances	125	(107)
Deferred charges and other	(207)	(244)
Accounts payable	(463)	(268)
Accrued expenses	121	(259)
Deferred credits and noncurrent liabilities	102	26
NET CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES	2,572	5,756
NET CASH PROVIDED BY DISCONTINUED OPERATIONS	150	772
NET CASH PROVIDED BY OPERATING ACTIVITIES	2,722	6,528
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property	(3,844)	(6,585)
Leasehold and property acquisitions	(254)	(638)
Additions to gas gathering, transmission, and processing facilities	(113)	(503)
Proceeds from sale of Deepwater Gulf of Mexico assets		1,367
Restricted cash related to divestitures		(545)
Proceeds from sale of Kitimat LNG	854
Proceeds from sale of other oil and gas properties	148	390
Other, net	(99)	(96)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES	(3,308)	(6,610)
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS	4,335	(331)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	1,027	(6,941)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper and bank credit facilities, net	(1,570)	1,246
Early redemption of fixed-rate debt	(939)
Distributions to noncontrolling interest	(97)	(124)
Dividends paid	(283)	(271)
Treasury stock activity, net		(1,830)
Other	26	38
NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES	(2,863)	(941)
NET CASH USED IN DISCONTINUED OPERATIONS		(42)
NET CASH USED IN FINANCING ACTIVITIES	(2,863)	(983)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	886	(1,396)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	769	1,906
CASH AND CASH EQUIVALENTS AT END OF PERIOD	1,655	510
SUPPLEMENTARY CASH FLOW DATA:
Interest paid, net of capitalized interest	222	143
Income taxes paid, net of refunds	$ 270	$ 1,134

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Asset Retirement Obligation

9 Months Ended

Sep. 30, 2015

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

4. ASSET RETIREMENT OBLIGATION

The following table describes changes to the Company’s asset retirement obligation (ARO) liability for the nine-month period ended September 30, 2015:

	(In millions)
Asset retirement obligation at December 31, 2014	$	3,085
Liabilities incurred		54
Liabilities divested		(619	)
Liabilities settled		(78	)
Accretion expense		122
Revisions in estimated liabilities		31
Asset retirement obligation at September 30, 2015		2,595
Less current portion		(28	)
Asset retirement obligation, long-term	$	2,567

Accretion expense for 2015 includes Australia discontinued operations of $13 million, which is included in “Net income (loss) from discontinued operations, net of tax” on the statement of consolidated operations.

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Other Current Liabilities

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

Other Current Liabilities

3. OTHER CURRENT LIABILITIES

The following table provides detail of our other current liabilities:

	September 30, 2015		December 31, 2014
	(In millions)
Accrued operating expenses	$	139	$	163
Accrued exploration and development		668		1,606
Accrued compensation and benefits		158		204
Accrued interest		107		160
Accrued income taxes		296		54
Current asset retirement obligation		28		37
Other		112		230
Total Other current liabilities	$	1,508	$	2,454

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Asset Retirement Obligation (Tables)

9 Months Ended

Sep. 30, 2015

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

The following table describes changes to the Company’s asset retirement obligation (ARO) liability for the nine-month period ended September 30, 2015:

	(In millions)
Asset retirement obligation at December 31, 2014	$	3,085
Liabilities incurred		54
Liabilities divested		(619	)
Liabilities settled		(78	)
Accretion expense		122
Revisions in estimated liabilities		31
Asset retirement obligation at September 30, 2015		2,595
Less current portion		(28	)
Asset retirement obligation, long-term	$	2,567

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates with regard to these financial statements include the fair value determination of acquired assets and liabilities, the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom, assessing asset retirement obligations, and the estimate of income taxes. Actual results could differ from those estimates.

Oil and Gas Property

Oil and Gas Property

The Company follows the full-cost method of accounting for its oil and gas property. Under this method of accounting, all costs incurred for both successful and unsuccessful exploration and development activities, including salaries, benefits and other internal costs directly identified with these activities, and oil and gas property acquisitions are capitalized. The net book value of oil and gas properties, less related deferred income taxes, may not exceed a calculated “ceiling.” The ceiling limitation is the estimated after-tax future net cash flows from proved oil and gas reserves, discounted at 10 percent per annum and adjusted for designated cash flow hedges. Estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. For a discussion of the calculation of estimated future net cash flows, please refer to Note 14—Supplemental Oil and Gas Disclosures to the consolidated financial statements contained in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Any excess of the net book value of proved oil and gas properties, less related deferred income taxes, over the ceiling is charged to expense and reflected as “Additional depreciation, depletion, and amortization” (DD&A) in the accompanying statement of consolidated operations. Such limitations are imposed separately on a country-by-country basis and are tested quarterly. The following tables present non-cash write-downs of the carrying value of the Company’s proved oil and gas properties by country for the third quarter and first nine months of 2015 and 2014:

	For the Quarter Ended September 30, 2015				For the Nine Months Ended September 30, 2015
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	4,301	$	2,774	$	13,855	$	8,937
Canada		973		719		3,160		2,346
North Sea		447		224		1,742		871
Total impairment	$	5,721	$	3,717	$	18,757	$	12,154

	For the Quarter Ended September 30, 2014				For the Nine Months Ended September 30, 2014
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	1,545	$	995	$	1,545	$	995
North Sea		17		7		220		84
Total impairment	$	1,562	$	1,002	$	1,765	$	1,079

New Pronouncements Issued But Not Yet Adopted

New Pronouncements Issued But Not Yet Adopted

In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-16, which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016. The Company does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Entities will continue to apply their existing impairment models to inventories that are accounted for using last-in first-out and the retail inventory method. Under current guidance, net realizable value is one of several calculations an entity needs to make to measure inventory at the lower of cost or market. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, which simplifies the presentation of debt issuance costs. The new standard requires debt issuance costs to be presented as a direct deduction from the carrying value of the associated debt liability, whereas they are currently being presented as a component of “deferred charges and other” on the balance sheet. The new standard creates consistency in the way debt issuance costs and debt discounts are presented on the balance sheet and better aligns U.S. GAAP with International Financial Reporting Standards. ASU 2015-03 is effective for annual and interim reporting periods beginning after December 15, 2015. The Company will apply the change retrospectively and does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.

In May 2014, the FASB and the International Accounting Standards Board (IASB) issued a joint revenue recognition standard, ASU 2014-09. The new standard removes inconsistencies in existing standards, changes the way companies recognize revenue from contracts with customers, and increases disclosure requirements. The guidance requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB announced a delay in the effective date of the revenue standard by one year. The deferral results in the new revenue standard being effective for annual and interim periods beginning after December 15, 2017. The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. The Company is currently evaluating the level of effort needed to implement the standard, the impact of adopting this standard on its consolidated financial statements, and whether to use the full retrospective approach or the modified retrospective approach.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

7. COMMITMENTS AND CONTINGENCIES

Legal Matters

Apache is party to various legal actions arising in the ordinary course of business, including litigation and governmental and regulatory controls. As of September 30, 2015, the Company has an accrued liability of approximately $20 million for all legal contingencies that are deemed to be probable of occurring and can be reasonably estimated. Apache’s estimates are based on information known about the matters and its experience in contesting, litigating, and settling similar matters. Although actual amounts could differ from management’s estimate, none of the actions are believed by management to involve future amounts that would be material to Apache’s financial position, results of operations, or liquidity after consideration of recorded accruals. For material matters that Apache believes an unfavorable outcome is reasonably possible, the Company has disclosed the nature of the matter and a range of potential exposure, unless an estimate cannot be made at this time. It is management’s opinion that the loss for any other litigation matters and claims that are reasonably possible to occur will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

For additional information on each of the Legal Matters described below, please see Note 8—Commitments and Contingencies to the consolidated financial statements contained in Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Argentine Environmental Claims and Argentina Tariff

No material change in the status of the YPF Sociedad Anónima and Pioneer Natural Resources Company indemnities matters has occurred since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

Louisiana Restoration 

As more fully described in Apache’s Annual Report on Form 10-K for its 2014 fiscal year, numerous surface owners have filed claims or sent demand letters to various oil and gas companies, including Apache, claiming that, under either expressed or implied lease terms or Louisiana law, the companies are liable for damage measured by the cost of restoration of leased premises to their original condition as well as damages for contamination and cleanup.

In a case captioned State of Louisiana and the Cameron Parish School Board v. Apache Corporation et al., Docket No. 10-18672, in the 38^th Judicial District Court, Parish of Cameron, State of Louisiana, plaintiffs allege that defendants’ oil and gas exploration and production activities contaminated plaintiffs’ property. Plaintiffs claim damages in the range of $7 million to $96 million, depending upon the extent of any remediation that may be ordered, plus exemplary damages, costs, and fees. Apache, a defendant in the case, acquired its interest in the oil and gas operations on plaintiffs’ property from the former operator, defendant Davis Oil Company, and subsequently sold the interest to defendant Wagner Oil Company (Wagner). Apache claims indemnity from Wagner. Apache and plaintiffs have reached a tentative settlement agreement on confidential terms, including for an exchange of consideration that is not material to Apache, and have sought an abeyance of their November 2015 trial setting as they finalize their settlement agreement. Apache has reserved all of its rights against Wagner.

In respect of three lawsuits filed by the Parish of Plaquemines against the Company and other oil and gas producers in the 25^th Judicial District Court for the Parish of Plaquemines, State of Louisiana (captioned Parish of Plaquemines v. Rozel Operating Company et al., Docket No. 60-996; Parish of Plaquemines v. Apache Oil Corporation et al., Docket No. 61-000; and Parish of Plaquemines v. HHE Energy Company et al., Docket No. 60-983), defendants filed notices to remove the cases to the United States District Court for the Eastern District of Louisiana, civil action Nos. 13-6722, 13-6711, and 13-6735. Plaintiff’s motions to remand have been granted.

No other material change in the status of these matters has occurred since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

Australia Gas Pipeline Force Majeure 

In 2008, Company subsidiaries reported a pipeline explosion that interrupted deliveries of natural gas in Australia to customers under various long-term contracts. The civil lawsuits concerning the pipeline explosion, all of which were filed in the Supreme Court of Western Australia, have been resolved fully and dismissed on confidential terms, including for an exchange of consideration that is not material to Apache. The lawsuits are described in Apache’s Annual Report on Form 10-K for its 2014 fiscal year. On April 10, 2015, the court dismissed the lawsuits filed by plaintiffs Alcoa (Civ. 1481 of 2011), Barrick (Civ. 2656 of 2013), EDL LNG (Civ. 1751 of 2014), and Yara (Civ. 1742 of 2014). On April 9, 2015, plaintiffs Harvey (Civ. 1749 of 2014), Iluka (Civ. 1748 of 2014), Newmont (Civ. 1727 of 2014), and Wesfarmers (Civ. 1740 of 2014) discontinued their lawsuits, which were never served on the Apache defendants. All matters relating to the Australia gas pipeline force majeure are concluded.

Apollo Exploration Lawsuit

In a second amended petition filed on February 27, 2015, in a case captioned Apollo Exploration, LLC, Cogent Exploration, Ltd. Co. & SellmoCo, LLC v. Apache Corporation, Cause No. CV50538 in the 385^th Judicial District Court, Midland County, Texas, plaintiffs allege damages in excess of $1.1 billion relating to certain purchase and sale agreements, mineral leases, and areas of mutual interest agreements concerning properties located in Hartley, Moore, Potter, and Oldham Counties, Texas. Apache believes that plaintiffs’ claims lack merit, and further that plaintiffs’ alleged damages are grossly inflated. Apache will vigorously oppose the claims.

Escheat Audits

As part of its ongoing review of the books and records of the Company to determine the Company’s compliance with Delaware Escheat Laws, the State of Delaware, Department of Finance (Unclaimed Property) has advised the Company, by letter dated September 30, 2015, that the liability related to disbursements due to the State of Delaware for the years 2004 through 2009 is less than $237,000 and that its review for the years 1986 through 2003 is not complete. The exposure for the years 1986 through 2003 is not currently determinable. The Company will review the claim for the years 2004 through 2009, respond to the September 30 letter in due course, and continue to cooperate fully until the review is complete. There has been no other material change with respect to the review of the books and records of the Company and its subsidiaries and related entities by the State of Delaware, Department of Finance (Unclaimed Property), to determine compliance with the Delaware Escheat Laws, since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

Burrup-Related Gas Supply Lawsuits

In the lawsuit captioned Pankaj Oswal v. Apache Corporation, No. WAD 389/2013, in the Federal Court of Australia, District of Western Australia, General Division, on the eve of a trial that was to commence on February 9, 2015, plaintiff decided to discontinue his claim. On March 18, 2015, the court entered an order dismissing the case. The lawsuit is concluded in the Company’s favor.

In the cases captioned Radhika Oswal v. Australia and New Zealand Banking Group Limited (ANZ) et al., No. SCI 2011 4653 and Pankaj Oswal v. Australia and New Zealand Banking Group Limited (ANZ) et al., No. SCI 2012 01995, in the Supreme Court of Victoria, trial is set to commence in March 2016. The Company is defending these proceedings for and on behalf of itself and Apache Energy Limited (now known as Quadrant Energy Limited) and Apache Northwest Pty Ltd (now known as Quadrant Northwest Pty Ltd). As of October 28, 2015, Yara Australia Pty Ltd and its related bodies corporate acquired all of the shares of Apache Fertilisers Pty Ltd and assumed full conduct and control of the defense of Apache Fertilisers Pty Ltd (now known as Chemical Holdings Pty Ltd) in these proceedings. Certain Oswal-related proceedings (in which neither the Company nor its former subsidiaries are parties) have been cross-vested with these proceedings. The Company, Apache Energy, and Apache Northwest believe that plaintiffs’ claims lack merit and will vigorously oppose them. No other material change in the status of this matter has occurred since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

Environmental Matters

As of September 30, 2015, the Company had an undiscounted reserve for environmental remediation of approximately $62 million. The Company is not aware of any environmental claims existing as of September 30, 2015, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity. There can be no assurance, however, that current regulatory requirements will not change or past non-compliance with environmental laws will not be discovered on the Company’s properties.

With respect to the June 1, 2013, leak of produced water from a below ground pipeline in the Zama Operations area in northern Alberta, the Alberta Energy Regulator has completed its investigation of the incident and issued an administrative penalty to Apache Canada Ltd. in the amount of $16,500 CAD. On October 19, 2015, the Crown served Apache Canada Ltd. with a notice to attend to answer a charge relating to a leak of produced water in the Zama area that occurred on or between October 3, 2013 and October 25, 2013. The leak resulted from a riser that was damaged by force by an independent agent following Apache Canada Ltd.’s discontinued use of the pipeline segment. The seven-count charge could result in the levying of a fine. Apache Canada Ltd. will review the charge and respond in due course. It is possible that additional discharges in Apache Canada Ltd. operating areas, including in the Zama Operations area, could result in additional government fines or sanction.

No other material change in the status of these matters has occurred since the filing of Apache’s Annual Report on Form 10-K for its 2014 fiscal year.

LNG Divestiture Dispute

In respect of the purchase by Woodside of the Wheatstone and Kitimat LNG projects and accompanying upstream oil and gas reserves from the Company and its subsidiaries, the base purchase price is subject to adjustment in accordance with the terms of the applicable sale and purchase agreement. Woodside has notified the Company and its subsidiaries that it seeks purchase price adjustments in the net amounts of $175 million (for working capital adjustments), which the Company and its subsidiaries believe is time-barred, and $214 million (for all other adjustments). To the extent the parties are unable to resolve their differences through settlement or court proceedings, the dispute will be referred to an independent accounting expert for final determination under the terms of the applicable sale and purchase agreement. The Company believes that under the terms of the sale and purchase agreements, Woodside’s requests for payment of purchase price adjustments lack merit; therefore, the Company has not recorded a liability associated with this dispute.

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Supplemental Guarantor Information - Supplemental Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014	Dec. 31, 2013
CURRENT ASSETS:
Cash and cash equivalents	$ 1,655	$ 769	$ 510	$ 1,906
Receivables, net of allowance	1,332	2,024
Inventories	667	708
Drilling advances	186	388
Assets held for sale	79	1,628
Deferred tax asset	84	769
Prepaid assets and other	76	129
Total current assets	4,079	6,415
PROPERTY AND EQUIPMENT, NET	22,377	48,076
OTHER ASSETS:
Goodwill		87
Deferred charges and other	1,356	1,461
Total assets	27,812	55,952	52,340
CURRENT LIABILITIES:
Accounts payable	659	1,210
Asset retirement obligation	28	37
Other current liabilities	1,508	2,454
Total current liabilities	2,167	3,664
LONG-TERM DEBT	8,777	11,245
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Income taxes	1,997	9,499
Asset retirement obligation	2,567	3,048
Other	332	359
Total deferred credits and other noncurrent liabilities	$ 4,896	$ 12,906
COMMITMENTS AND CONTINGENCIES
APACHE SHAREHOLDERS' EQUITY	$ 9,809	$ 25,937
Noncontrolling interest	2,163	2,200
TOTAL EQUITY	11,972	28,137	32,986	35,393
Total liabilities and shareholders' equity	27,812	55,952
Reclassifications & Eliminations [Member]
CURRENT ASSETS:
Intercompany receivable	(5,580)	(4,939)
Total current assets	(5,580)	(4,939)
OTHER ASSETS:
Intercompany receivable	(882)	(608)
Equity in affiliates	(19,733)	(27,104)
Deferred charges and other	(1,000)	(1,000)
Total assets	(27,195)	(33,651)
CURRENT LIABILITIES:
Intercompany payable	(5,580)	(4,939)
Total current liabilities	(5,580)	(4,939)
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Intercompany payable	(882)	(608)
Other	(1,000)	(1,000)
Total deferred credits and other noncurrent liabilities	$ (1,882)	$ (1,608)
COMMITMENTS AND CONTINGENCIES
APACHE SHAREHOLDERS' EQUITY	$ (19,733)	$ (27,104)
TOTAL EQUITY	(19,733)	(27,104)
Total liabilities and shareholders' equity	(27,195)	(33,651)
Apache Corporation [Member]
CURRENT ASSETS:
Cash and cash equivalents	451	267	20	155
Receivables, net of allowance	392	837
Inventories	35	24
Drilling advances	17	34
Assets held for sale	79
Deferred tax asset	72	612
Prepaid assets and other	19	32
Intercompany receivable	5,580	4,939
Total current assets	6,645	6,745
PROPERTY AND EQUIPMENT, NET	1,156	13,940
OTHER ASSETS:
Equity in affiliates	19,993	25,791
Deferred charges and other	157	175
Total assets	27,951	46,651
CURRENT LIABILITIES:
Accounts payable	416	748
Asset retirement obligation		28
Other current liabilities	851	1,014
Total current liabilities	1,267	1,790
LONG-TERM DEBT	8,480	10,947
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Intercompany payable	882	608
Income taxes	109	5,076
Asset retirement obligation	225	211
Other	7,179	2,082
Total deferred credits and other noncurrent liabilities	$ 8,395	$ 7,977
COMMITMENTS AND CONTINGENCIES
APACHE SHAREHOLDERS' EQUITY	$ 9,809	$ 25,937
TOTAL EQUITY	9,809	25,937
Total liabilities and shareholders' equity	27,951	46,651
Apache Finance Canada [Member]
CURRENT ASSETS:
Cash and cash equivalents				3
Drilling advances		1
Total current assets		1
OTHER ASSETS:
Equity in affiliates	(702)	869
Deferred charges and other	998	1,002
Total assets	296	1,872
CURRENT LIABILITIES:
Accounts payable		10
Other current liabilities	8	1
Total current liabilities	8	11
LONG-TERM DEBT	298	298
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Other	250	250
Total deferred credits and other noncurrent liabilities	$ 250	$ 250
COMMITMENTS AND CONTINGENCIES
APACHE SHAREHOLDERS' EQUITY	$ (260)	$ 1,313
TOTAL EQUITY	(260)	1,313
Total liabilities and shareholders' equity	296	1,872
All Other Subsidiaries of Apache Corporation [Member]
CURRENT ASSETS:
Cash and cash equivalents	1,204	502	$ 490	$ 1,748
Receivables, net of allowance	940	1,187
Inventories	632	684
Drilling advances	169	353
Assets held for sale		1,628
Deferred tax asset	12	157
Prepaid assets and other	57	97
Total current assets	3,014	4,608
PROPERTY AND EQUIPMENT, NET	21,221	34,136
OTHER ASSETS:
Intercompany receivable	882	608
Equity in affiliates	442	444
Goodwill		87
Deferred charges and other	1,201	1,197
Total assets	26,760	41,080
CURRENT LIABILITIES:
Accounts payable	243	452
Asset retirement obligation		9
Other current liabilities	649	1,402
Intercompany payable	5,580	4,939
Total current liabilities	6,472	6,802
LONG-TERM DEBT	(1)
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Income taxes	1,888	4,423
Asset retirement obligation	2,342	2,837
Other	(6,097)	(973)
Total deferred credits and other noncurrent liabilities	$ (1,867)	$ 6,287
COMMITMENTS AND CONTINGENCIES
APACHE SHAREHOLDERS' EQUITY	$ 19,993	$ 25,791
Noncontrolling interest	2,163	2,200
TOTAL EQUITY	22,156	27,991
Total liabilities and shareholders' equity	$ 26,760	$ 41,080

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Debt and Financing Costs

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Debt and Financing Costs

5. DEBT AND FINANCING COSTS

The following table presents the carrying amounts and estimated fair values of the Company’s outstanding debt:

	September 30, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Commercial paper and committed bank facilities	$	—	$	—	$	1,570	$	1,570
Notes and debentures		8,777		8,829		9,675		9,944
Total Debt	$	8,777	$	8,829	$	11,245	$	11,514

The Company’s debt is recorded at the carrying amount, net of unamortized discount, on its consolidated balance sheet. The carrying amount of the Company’s commercial paper, committed bank facilities and uncommitted bank lines, and overdraft lines approximates fair value because the interest rates are variable and reflective of market rates. Apache uses a market approach to determine the fair value of its notes and debentures using estimates provided by an independent investment financial data services firm (a Level 2 fair value measurement).

In June 2015, the Company entered into a $3.5 billion five-year revolving credit facility which matures in June 2020. Proceeds from borrowings may be used for general corporate purposes. Apache’s available borrowing capacity under this facility supports its commercial paper program. In connection with entry into the $3.5 billion facility, Apache terminated existing credit facilities totaling $5.3 billion.

The Company has available a $3.5 billion commercial paper program, which generally enables Apache to borrow funds for up to 270 days at competitive interest rates. As of September 30, 2015, the Company had no debt outstanding under commercial paper, committed bank facilities, and uncommitted bank lines.

On September 1, 2015, the Company fully redeemed its $500 million 5.625% notes due in 2017 and its $400 million 1.75% notes due in 2017. The notes were redeemed pursuant to the provisions of each respective note’s indenture. Apache paid the holders an aggregate of $939 million in cash reflecting principal and the premium to par, and an additional $8 million in accrued and unpaid interest.

Financing Costs, Net

The following table presents the components of Apache’s financing costs, net:

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions)
Interest expense	$	120		$	125		$	371		$	373
Amortization of deferred loan costs		6			2			10			5
Capitalized interest		(56	)		(66	)		(173	)		(216	)
Loss on extinguishment of debt		39			—			39			—
Interest income		(2	)		(1	)		(7	)		(5	)
Financing costs, net	$	107		$	60		$	240		$	157

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Income Taxes

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

6. INCOME TAXES

The Company estimates its annual effective income tax rate for continuing operations in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Non-cash write-downs of the carrying value of the Company’s proved oil and gas properties, statutory tax rate changes, and other significant or unusual items are recognized as discrete items in the quarter in which they occur.

During the third quarter of 2015 Apache’s effective tax rate was primarily impacted by an increase in the amount of valuation allowances. With the further commodity price declines since the second quarter, management continues to assess the potential realization of its deferred tax assets. In the third quarter, the Company recorded a deferred tax expense of $1.1 billion and $69 million related to an increase in valuation allowances associated with U.S. foreign tax credits and net operating loss carryforwards, respectively. In addition to the allowance recorded during the third quarter, the Company had previously recorded tax expense of $853 million in the second quarter of 2015 related to an increase in valuation allowance associated with management’s assessment on the realizability of U.S. foreign tax credits subsequent to repatriating the majority of net cash proceeds from the Kitimat LNG project and Australia divestitures.

Apache’s year-to-date effective tax rate is primarily driven by the increase in U.S. valuation allowances described above and an increase in the valuation allowance on Canadian deferred tax assets, partially offset by a first-quarter 2015 deferred tax benefit from the previously announced U.K. tax rate change.

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Capital Stock

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Capital Stock

8. CAPITAL STOCK

Net Income (Loss) per Common Share

A reconciliation of the components of basic and diluted net income (loss) per common share for the quarters and nine-month periods ended September 30, 2015, and 2014 is presented in the table below.

	For the Quarter Ended September 30,
	2015								2014
	Loss			Shares		Per Share			Loss			Shares		Per Share
	(In millions, except per share amounts)
Basic:
Loss from continuing operations	$	(5,560	)		378	$	(14.70	)	$	(1,174	)		381	$	(3.08	)
Loss from discontinued operations		(95	)		378		(0.25	)		(156	)		381		(0.42	)
Loss attributable to common stock	$	(5,655	)		378	$	(14.95	)	$	(1,330	)		381	$	(3.50	)
Effect of Dilutive Securities:
Stock options and other					—								—
Diluted:
Loss from continuing operations	$	(5,560	)		378	$	(14.70	)	$	(1,174	)		381	$	(3.08	)
Loss from discontinued operations		(95	)		378		(0.25	)		(156	)		381		(0.42	)
Loss attributable to common stock	$	(5,655	)		378	$	(14.95	)	$	(1,330	)		381	$	(3.50	)

	For the Nine Months Ended September 30,
	2015								2014
	Loss			Shares		Per Share			Loss			Shares		Per Share
	(In millions, except per share amounts)
Basic:
Loss from continuing operations	$	(14,947	)		378	$	(39.58	)	$	(73	)		387	$	(0.19	)
Loss from discontinued operations		(959	)		378		(2.54	)		(516	)		387		(1.33	)
Loss attributable to common stock	$	(15,906	)		378	$	(42.12	)	$	(589	)		387	$	(1.52	)
Effect of Dilutive Securities:
Stock options and other		—			—					—			—
Diluted:
Loss from continuing operations	$	(14,947	)		378	$	(39.58	)	$	(73	)		387	$	(0.19	)
Loss from discontinued operations		(959	)		378		(2.54	)		(516	)		387		(1.33	)
Loss attributable to common stock	$	(15,906	)		378	$	(42.12	)	$	(589	)		387	$	(1.52	)

The diluted earnings per share calculation excludes options and restricted stock units that were anti-dilutive totaling 10.4 million and 4.7 million for the quarters ended September 30, 2015 and 2014, respectively, and 8.9 million and 5.5 million for the nine months ended September 30, 2015, and 2014, respectively.

Common Stock Dividends

For each of the quarters ended September 30, 2015, and 2014, Apache paid $95 million in dividends on its common stock. For the nine months ended September 30, 2015, and 2014, Apache paid $283 million and $271 million, respectively.

Stock Repurchase Program

Apache’s Board of Directors has authorized the purchase of up to 40 million shares of the Company’s common stock. Shares may be purchased either in the open market or through privately held negotiated transactions. The Company initiated the buyback program on June 10, 2013, and through December 31, 2014, had repurchased a total of 32.2 million shares at an average price of $88.96 per share. The Company has not purchased any additional shares during 2015, and is not obligated to acquire any specific number of shares.

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Acquisitions and Divestitures - Summary of Sales and Other Operating Revenue and Loss From Discontinued Operation Related to Disposition - Australia Divestitures (Detail) - Australia [Member] - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Consortium Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from divestiture	$ (1,300)
Divestiture [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues and other from discontinued operations			$ 299	$ 288	$ 781
Income from divested Australian operations			99	24	317
Income tax benefit (expense)		$ (95)	(255)	1,268	(316)
Income (Loss) from discontinued operations, net of tax		$ (95)	$ (156)	(959)	$ 1
Divestiture [Member] | Woodside Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from divestiture				(922)
Divestiture [Member] | Consortium Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from divestiture				$ (1,329)

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Commitments and Contingencies - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2015 CAD
Commitment And Contingencies [Line Items]
Accrued liability for legal contingencies	$ 20,000,000
Undiscounted reserve for environmental remediation	62,000,000
Administrative penalty | CAD		CAD 16,500
Working Capital Adjustments [Member] | Wheatstone Lng and Kitimat Lng [Member]
Commitment And Contingencies [Line Items]
Purchase price adjustments amount	175,000,000
All Other Adjustments [Member] | Wheatstone Lng and Kitimat Lng [Member]
Commitment And Contingencies [Line Items]
Purchase price adjustments amount	$ 214,000,000
Escheat Audits [Member]
Commitment And Contingencies [Line Items]
Loss contingency, period of occurrence	2004 through 2009	2004 through 2009
Maximum possible loss from contingency	$ 237,000
Minimum [Member] | Apollo Exploration Lawsuit [Member]
Commitment And Contingencies [Line Items]
Plaintiffs alleged damages	1,100,000,000
Minimum [Member] | Louisiana Restoration [Member]
Commitment And Contingencies [Line Items]
Plaintiffs alleged damages	7,000,000
Maximum [Member] | Louisiana Restoration [Member]
Commitment And Contingencies [Line Items]
Plaintiffs alleged damages	$ 96,000,000

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Acquisitions and Divestitures (Tables)

9 Months Ended

Sep. 30, 2015

Summary of Carrying Amount of Major Assets and Liabilities Associated with Disposition

The carrying amounts of the major classes of consolidated assets and liabilities associated with the Australia dispositions were as follows:

	December 31, 2014
ASSETS
Current assets	$	1,992
Net property and equipment		6,516
Total assets	$	8,508
LIABILITIES
Current liabilities	$	606
Asset retirement obligations		517
Non-current deferred tax liability		922
Other long-term liabilities		33
Total liabilities	$	2,078

Australia [Member] | Divestiture [Member]

Summary of Sales and Other Operating Revenue and Loss from Discontinued Operation Related to Disposition

Sales and other operating revenues and loss from discontinued operations related to the Australia dispositions were as follows:

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions)
Revenues and other from discontinued operations	$	—		$	299		$	288		$	781
Loss on Woodside sale	$	—		$	—		$	(922	)	$	—
Loss on Consortium sale		—			—			(1,329	)		—
Income from divested Australian operations		—			99			24			317
Income tax benefit (expense)		(95	)		(255	)		1,268			(316	)
Income (loss) from Australian discontinued operations, net of tax	$	(95	)	$	(156	)	$	(959	)	$	1

Argentina [Member] | Divestiture [Member]

Summary of Sales and Other Operating Revenue and Loss from Discontinued Operation Related to Disposition

The results of operations during 2014 related to Argentina have been classified as discontinued operations in this Quarterly Report on Form 10-Q. The 2014 loss from Argentina discontinued operations of $517 million is included in “Net income (loss) from discontinued operations, net of tax” on the statement of consolidated operations.

	For the Nine Months Ended September 30,
	2015		2014
	(In millions)
Revenues and other from discontinued operations	$	—	$	87
Loss from Argentina divestiture		—		(539	)
Loss from operations in Argentina		—		(1	)
Income tax benefit		—		23
Loss from discontinued operations, net of tax	$	—	$	(517	)

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Business Segment Information (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Financial Segment Information

Financial information for each country is presented below:

	United											Other
	States			Canada			Egypt(1)		North Sea			International		Total(3)
	(In millions)
For the Quarter Ended September 30, 2015
Oil and Gas Production Revenues	$	639		$	116		$	500	$	317		$	—	$	1,572
Operating Income (Loss)(2)	$	(4,253	)	$	(1,022	)	$	43	$	(474	)	$	—	$	(5,706	)
Other Income (Expense):
Other															(76	)
General and administrative															(86	)
Impairments															(367	)
Financing costs, net															(107	)
Loss Before Income Taxes														$	(6,342	)
For the Nine Months Ended September 30, 2015
Oil and Gas Production Revenues	$	2,066		$	387		$	1,696	$	1,013		$	—	$	5,162
Operating Income (Loss)(2)	$	(13,800	)	$	(3,336	)	$	361	$	(1,718	)	$	—	$	(18,493	)
Other Income (Expense):
Other															(59	)
General and administrative															(279	)
Impairments															(367	)
Transaction, reorganization, and separation															(120	)
Financing costs, net															(240	)
Loss Before Income Taxes														$	(19,558	)
Total Assets	$	12,806		$	2,438		$	7,788	$	4,323		$	457	$	27,812
For the Quarter Ended September 30, 2014
Oil and Gas Production Revenues	$	1,481		$	268		$	910	$	522		$	—	$	3,181
Operating Income (Loss)(2)	$	(988	)	$	11		$	481	$	124		$	—	$	(372	)
Other Income (Expense):
Derivative instrument gains (losses), net															273
Other															(13	)
General and administrative															(111	)
Transaction, reorganization, and separation															(34	)
Financing costs, net															(60	)
Income Before Income Taxes														$	(317	)
For the Nine Months Ended September 30, 2014
Oil and Gas Production Revenues	$	4,515		$	879		$	2,849	$	1,800		$	—	$	10,043
Operating Income(2)	$	354		$	131		$	1,601	$	268		$	—	$	2,354
Other Income (Expense):
Derivative instrument gains (losses), net															79
Other															(4	)
General and administrative															(332	)
Transaction, reorganization, and separation															(66	)
Financing costs, net															(157	)
Income Before Income Taxes														$	1,874
Total Assets	$	30,613		$	7,100		$	7,246	$	6,824		$	557	$	52,340

⁽¹⁾  Includes a noncontrolling interest in Egypt.

⁽²⁾  Operating Income (Loss) consists of oil and gas production revenues less depreciation, depletion, and amortization, asset retirement obligation accretion, lease operating expenses, gathering and transportation costs, and taxes other than income. The operating income (loss) of U.S., Canada, and North Sea for the third quarter of 2015 includes non-cash write-downs of each region’s carrying value of oil and gas properties of $4.3 billion, $973 million and $447 million, respectively. For the first nine months of 2015, operating income (loss) of U.S., Canada, and North Sea includes non-cash write-downs of each region’s carrying value of oil and gas properties of $13.9 billion, $3.2 billion, and $1.7 billion, respectively. During the third quarter of 2014, U.S.’s operating income (loss) includes $1.5 billion of non-cash write-downs of the carrying value of oil and gas properties. North Sea’s operating income for the third quarter and first nine months of 2014 include non-cash write-downs of the carrying value of oil and gas properties totaling $17 million and $220 million, respectively.

⁽³⁾  Amounts for 2014 have been restated to exclude Argentina and Australia discontinued operations. Total Assets for the 2014 periods also excludes $8.7 billion of divested Australian assets.

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Debt and Financing Costs - Components of Financing Costs, Net (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Debt Disclosure [Abstract]
Interest expense	$ 120	$ 125	$ 371	$ 373
Amortization of deferred loan costs	6	2	10	5
Capitalized interest	(56)	(66)	(173)	(216)
Loss on extinguishment of debt	39		39
Interest income	(2)	(1)	(7)	(5)
Financing costs, net	$ 107	$ 60	$ 240	$ 157

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Acquisitions and Divestitures - Summary of Sales and Other Operating Revenue and Loss From Discontinued Operation Related to Disposition (Detail) - Argentina [Member] - USD ($) $ in Millions		9 Months Ended
	Mar. 12, 2014	Sep. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (Loss) from discontinued operations, net of tax	$ (517)
Divestiture [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues and other from discontinued operations		$ 87
Loss from divestiture		(539)
Income (loss) from divested operations		(1)
Income tax benefit (expense)		23
Income (Loss) from discontinued operations, net of tax		$ (517)

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Consolidated Balance Sheet (Unaudited) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 1,655	$ 769
Receivables, net of allowance	1,332	2,024
Inventories	667	708
Drilling advances	186	388
Assets held for sale	79	1,628
Deferred tax asset	84	769
Prepaid assets and other	76	129
Total current assets	4,079	6,415
Oil and gas, on the basis of full-cost accounting:
Proved properties	85,967	89,852
Unproved properties and properties under development, not being amortized	4,857	7,014
Gathering, transmission and processing facilities	4,226	5,440
Other	1,071	1,152
Property and equipment, gross	96,121	103,458
Less: Accumulated depreciation, depletion, and amortization	(73,744)	(55,382)
Property and equipment, net	22,377	48,076
OTHER ASSETS:
Deferred charges and other	1,356	1,461
Total assets	27,812	55,952
CURRENT LIABILITIES:
Accounts payable	659	1,210
Other current liabilities (Note 3)	1,508	2,454
Total current liabilities	2,167	3,664
LONG-TERM DEBT	8,777	11,245
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Income taxes	1,997	9,499
Asset retirement obligation	2,567	3,048
Other	332	359
Total deferred credits and other noncurrent liabilities	$ 4,896	$ 12,906
COMMITMENTS AND CONTINGENCIES (Note 7)
EQUITY:
Common stock, $0.625 par, 860,000,000 shares authorized, 411,200,325 and 409,706,347 shares issued, respectively	$ 257	$ 256
Paid-in capital	12,497	12,438
Retained earnings	60	16,249
Treasury stock, at cost, 33,181,176 and 33,201,455 shares, respectively	(2,889)	(2,890)
Accumulated other comprehensive loss	(116)	(116)
APACHE SHAREHOLDERS' EQUITY	9,809	25,937
Noncontrolling interest	2,163	2,200
TOTAL EQUITY	11,972	28,137
TOTAL LIABILITIES AND EQUITY	$ 27,812	$ 55,952

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Acquisitions and Divestitures

9 Months Ended

Sep. 30, 2015

Business Combinations [Abstract]

Acquisitions and Divestitures

2. ACQUISITIONS AND DIVESTITURES

2015 Activity

Yara Pilbara Holdings Pty Limited Sale

On October 28, 2015, Apache completed the sale of its 49 percent interest in Yara Pilbara Holdings Pty Limited (YPHPL) for total cash proceeds of $391 million. The investment in YPHPL was accounted for under the equity method of accounting, with the balance recorded as a component of “Deferred charges and other” in Apache’s consolidated balance sheet and the results of operations recorded as a component of “Other” under “Revenue and other” in the Company’s statement of consolidated operations. As of September 30, 2015, Apache recognized an impairment of $148 million on the YPHPL equity investment based on negotiated sales proceeds. No additional gain or loss was recorded upon completion of the sale.

Canada Divestiture

In April 2015, Apache completed the sale of its 50 percent interest in the Kitimat LNG project and related upstream acreage in the Horn River and Liard natural gas basins to Woodside Petroleum Limited (Woodside). Proceeds at closing were $854 million, of which approximately $345 million were associated with LNG assets and $510 million were associated with upstream assets. The proceeds are subject to post-closing adjustments. For additional details related to post-closing adjustments, please see Note 7—Commitments and Contingencies.

The Kitimat LNG assets were impaired in the fourth quarter of 2014 and classified as held for sale on the consolidated balance sheet as of December 31, 2014. No material gain or loss was recognized for the LNG assets upon completion of the sale. No gain or loss was recognized on the sale of the upstream assets. In accordance with full cost accounting rules, sales of oil and gas properties are accounted for as adjustments of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves.

Australia Divestitures

Woodside Sale In April 2015, Apache completed the sale of the Wheatstone LNG project and associated upstream oil and gas assets to Woodside. Proceeds at closing were $2.8 billion, of which approximately $1.4 billion were associated with LNG assets and $1.4 billion were associated with the upstream assets. The proceeds are subject to post-closing adjustments. For additional details related to post-closing adjustments, please see Note 7—Commitments and Contingencies.

The Wheatstone LNG assets were impaired in the fourth quarter of 2014 and classified as held for sale on the consolidated balance sheet as of December 31, 2014. No material gain or loss was recognized on the ultimate disposal of the LNG project. A loss of approximately $922 million was recognized on the sale of the Australian upstream assets.

Consortium Sale In June 2015, Apache completed the sale of its Australian subsidiary Apache Energy Limited (AEL) to a consortium of private equity funds managed by Macquarie Capital Group Limited and Brookfield Asset Management Inc. Total proceeds of $1.9 billion include customary, post-closing adjustments for the period between the effective date, October 1, 2014, and closing. A loss of approximately $1.3 billion was recognized for the sale of AEL.

Upon closing of the sale of substantially all Australian operations, the associated results of operations for the divested Australian assets and the losses on disposal were classified as discontinued operations in all periods presented in this Quarterly Report on Form 10-Q. The carrying amounts of the major classes of consolidated assets and liabilities associated with the Australia dispositions were as follows:

	December 31, 2014
ASSETS
Current assets	$	1,992
Net property and equipment		6,516
Total assets	$	8,508
LIABILITIES
Current liabilities	$	606
Asset retirement obligations		517
Non-current deferred tax liability		922
Other long-term liabilities		33
Total liabilities	$	2,078

Sales and other operating revenues and loss from discontinued operations related to the Australia dispositions were as follows:

	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(In millions)
Revenues and other from discontinued operations	$	—		$	299		$	288		$	781
Loss on Woodside sale	$	—		$	—		$	(922	)	$	—
Loss on Consortium sale		—			—			(1,329	)		—
Income from divested Australian operations		—			99			24			317
Income tax benefit (expense)		(95	)		(255	)		1,268			(316	)
Income (loss) from Australian discontinued operations, net of tax	$	(95	)	$	(156	)	$	(959	)	$	1

Leasehold and Property Acquisitions

During the third quarter and first nine months of 2015, Apache completed $126 million and $254 million, respectively, of leasehold and property acquisitions primarily in our North America onshore regions.

Transaction, Reorganization, and Separation

During the first nine months of 2015, Apache recorded $120 million in expense related to various asset transactions, company reorganization, and employee separation.

2014 Activity

Anadarko Basin and Southern Louisiana Divestitures

In December 2014, Apache completed the sale of certain Anadarko basin and non-core southern Louisiana oil and gas assets for approximately $1.3 billion in two separate transactions. In the Anadarko basin, Apache sold approximately 115,000 net acres in Wheeler County, Texas, and western Oklahoma. In southern Louisiana, Apache sold its working interest in approximately 90,000 net acres. The effective date of both of these transactions was October 1, 2014.

Gulf of Mexico Divestiture

On June 30, 2014, Apache completed the sale of non-operated interests in the Lucius and Heidelberg development projects and 11 primary-term deepwater exploration blocks in the Gulf of Mexico for $1.4 billion. The effective date of the transaction was May 1, 2014.

Canada Divestiture

On April 30, 2014, Apache completed the sale of producing oil and gas assets in the Deep Basin area of western Alberta and British Columbia, Canada, for $374 million. Apache sold primarily dry-gas producing properties comprising 328,400 net acres in the Ojay, Noel, and Wapiti areas. In the Wapiti area, Apache retained 100 percent of its working interest in horizons below the Cretaceous, including rights to the liquids-rich Montney and other deeper horizons. The effective date of the transaction was January 1, 2014.

Argentina Divestiture

On March 12, 2014, Apache’s subsidiaries completed the sale of all of the Company’s operations in Argentina to YPF Sociedad Anónima for cash consideration of $800 million plus the assumption of $52 million of bank debt as of June 30, 2013. The results of operations during 2014 related to Argentina have been classified as discontinued operations in this Quarterly Report on Form 10-Q. The 2014 loss from Argentina discontinued operations of $517 million is included in “Net income (loss) from discontinued operations, net of tax” on the statement of consolidated operations.

	For the Nine Months Ended September 30,
	2015		2014
	(In millions)
Revenues and other from discontinued operations	$	—	$	87
Loss from Argentina divestiture		—		(539	)
Loss from operations in Argentina		—		(1	)
Income tax benefit		—		23
Loss from discontinued operations, net of tax	$	—	$	(517	)

Leasehold and Property Acquisitions

During the third quarter and first nine months of 2014, Apache completed $526 million and $638 million, respectively, of leasehold and property acquisitions primarily in our North America onshore regions.

Transaction, Reorganization, and Separation

During the third quarter and first nine months of 2014, Apache recorded $34 million and $66 million, respectively, in expense related to various asset transactions, company reorganization, and employee separation.

XML

Supplemental Guarantor Information - Supplemental Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
REVENUES AND OTHER:
Oil and gas production revenues	$ 1,572	$ 3,181	$ 5,162	$ 10,043
Derivative instrument gains (losses), net		273		79
Other	(76)	(13)	(59)	(4)
Total revenues and other	1,496	3,441	5,103	10,118
OPERATING EXPENSES:
Depreciation, depletion, and amortization	6,629	2,735	21,753	5,193
Asset retirement obligation accretion	37	39	109	115
Lease operating expenses	450	588	1,398	1,696
Gathering and transportation	58	67	163	203
Taxes other than income	104	124	232	482
Impairments	367		367
General and administrative	86	111	279	332
Transaction, reorganization, and separation		34	120	66
Financing costs, net	107	60	240	157
Total operating expenses	7,838	3,758	24,661	8,244
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(6,342)	(317)	(19,558)	1,874
Provision (benefit) for income taxes	(791)	768	(4,671)	1,652
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	(5,551)	(1,085)	(14,887)	222
Net income (loss) from discontinued operations, net of tax	(95)	(156)	(959)	(516)
Net income (loss) including noncontrolling interest	(5,646)	(1,241)	(15,846)	(294)
Net income attributable to noncontrolling interest	9	89	60	295
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	(5,655)	(1,330)	(15,906)	(589)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	(5,655)	(1,330)	(15,906)	(590)
Reclassifications & Eliminations [Member]
REVENUES AND OTHER:
Equity in net income (loss) of affiliates	2,279	(497)	6,398	(1,297)
Other		2	19	5
Total revenues and other	2,279	(495)	6,417	(1,292)
OPERATING EXPENSES:
General and administrative		2	19	5
Total operating expenses		2	19	5
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	2,279	(497)	6,398	(1,297)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	2,279	(497)	6,398	(1,297)
Net income (loss) including noncontrolling interest	2,279	(497)	6,398	(1,297)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	2,279	(497)	6,398	(1,297)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK				(1,297)
Apache Corporation [Member]
REVENUES AND OTHER:
Oil and gas production revenues	344	882	1,143	2,669
Equity in net income (loss) of affiliates	(1,759)	491	(4,831)	1,233
Derivative instrument gains (losses), net		320		175
Other	(63)	(34)	(113)	(106)
Total revenues and other	(1,478)	1,659	(3,801)	3,971
OPERATING EXPENSES:
Depreciation, depletion, and amortization	4,195	1,914	14,040	2,598
Asset retirement obligation accretion	4	8	11	23
Lease operating expenses	97	137	329	386
Gathering and transportation	9	15	25	43
Taxes other than income	30	67	97	193
Impairments	110		110
General and administrative	76	89	214	276
Transaction, reorganization, and separation		34	120	66
Financing costs, net	112	45	235	118
Total operating expenses	4,633	2,309	15,181	3,703
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(6,111)	(650)	(18,982)	268
Provision (benefit) for income taxes	(463)	678	(3,255)	730
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	(5,648)	(1,328)	(15,727)	(462)
Net income (loss) from discontinued operations, net of tax	(7)		(179)	(127)
Net income (loss) including noncontrolling interest	(5,655)	(1,328)	(15,906)	(589)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	(5,655)	(1,328)	(15,906)	(589)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK				(590)
Apache Finance Canada [Member]
REVENUES AND OTHER:
Equity in net income (loss) of affiliates	(520)	5	(1,567)	58
Other	14	14	40	41
Total revenues and other	(506)	19	(1,527)	99
OPERATING EXPENSES:
Financing costs, net	10	11	31	31
Total operating expenses	10	11	31	31
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(516)	8	(1,558)	68
Provision (benefit) for income taxes	4	2	9	4
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	(520)	6	(1,567)	64
Net income (loss) including noncontrolling interest	(520)	6	(1,567)	64
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	(520)	6	(1,567)	64
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK				64
All Other Subsidiaries of Apache Corporation [Member]
REVENUES AND OTHER:
Oil and gas production revenues	1,228	2,299	4,019	7,374
Equity in net income (loss) of affiliates		1		6
Derivative instrument gains (losses), net		(47)		(96)
Other	(27)	5	(5)	56
Total revenues and other	1,201	2,258	4,014	7,340
OPERATING EXPENSES:
Depreciation, depletion, and amortization	2,434	821	7,713	2,595
Asset retirement obligation accretion	33	31	98	92
Lease operating expenses	353	451	1,069	1,310
Gathering and transportation	49	52	138	160
Taxes other than income	74	57	135	289
Impairments	257		257
General and administrative	10	20	46	51
Financing costs, net	(15)	4	(26)	8
Total operating expenses	3,195	1,436	9,430	4,505
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(1,994)	822	(5,416)	2,835
Provision (benefit) for income taxes	(332)	88	(1,425)	918
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	(1,662)	734	(3,991)	1,917
Net income (loss) from discontinued operations, net of tax	(88)	(156)	(780)	(389)
Net income (loss) including noncontrolling interest	(1,750)	578	(4,771)	1,528
Net income attributable to noncontrolling interest	9	89	60	295
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$ (1,759)	$ 489	$ (4,831)	1,233
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK				$ 1,233

XML

Supplemental Guarantor Information (Tables)

9 Months Ended

Sep. 30, 2015

Guarantees [Abstract]

Supplemental Condensed Consolidating Statement of Operations

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Quarter Ended September 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	$	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 Corporation			Apache Finance Canada		All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
	(In millions)
REVENUES AND OTHER:
Oil and gas production revenues	$	882		$	—	$	2,299		$	—		$	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 Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations		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 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		$	—	$	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.

Supplemental Condensed Consolidating Statement of Cash Flows

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 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	$	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 Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			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

Supplemental Condensed Consolidating Balance Sheet

APACHE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2015

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

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Acquisitions and Divestitures - Additional Information - 2014 Activity - Gulf of Mexico Divestiture (Detail) - USD ($) $ in Millions		9 Months Ended
	Jun. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of 11 primary-term deepwater exploration blocks		$ 148	$ 390
Gulf of Mexico Divestiture [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of 11 primary-term deepwater exploration blocks	$ 1,400
Effective date of sale	May 01, 2014

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Non-Cash Write-Downs of Carrying Value of Proved Oil and Gas Properties by Country

The following tables present non-cash write-downs of the carrying value of the Company’s proved oil and gas properties by country for the third quarter and first nine months of 2015 and 2014:

	For the Quarter Ended September 30, 2015				For the Quarter Ended September 30, 2014
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	4,301	$	2,774	$	1,545	$	995
Canada		973		719		—		—
North Sea		447		223		17		7
Total impairment	$	5,721	$	3,716	$	1,562	$	1,002

	For the Nine Months Ended September 30, 2015				For the Nine Months Ended September 30, 2014
	Before tax		After tax		Before tax		After tax
	(In millions)
U.S.	$	13,855	$	8,937	$	1,545	$	995
Canada		3,160		2,347		—		—
North Sea		1,742		871		220		84
Total impairment	$	18,757	$	12,155	$	1,765	$	1,079