Supplemental Guarantor Information

12 Months Ended

Dec. 31, 2016

SUPPLEMENTAL GUARANTOR INFORMATION

In December 1999, Apache Finance Canada issued approximately $300 million of publicly-traded notes due in 2029, which 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 notes thereto, of which this note is an integral part.



	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
	(In millions)
REVENUES AND OTHER:
Oil and gas production revenues	$	1,035		$	—		$	4,332		$	—		$	5,367
Equity in net income (loss) of affiliates	(575		)	(173		)	—			748			—
Other	15			(19		)	(29		)	(1		)	(34		)
Gain on divestiture	2			—			19			—			21
	477			(192		)	4,322			747			5,354
OPERATING EXPENSES:
Lease operating expenses	285			—			1,209			—			1,494
Gathering and transportation	33			—			167			—			200
Taxes other than income	76			—			50			—			126
Exploration	258			—			215			—			473
General and administrative	344			—			67			(1		)	410
Depreciation, depletion, and amortization	618			—			2,000			—			2,618
Asset retirement obligation accretion	18			—			138			—			156
Impairments	80			—			1,023			—			1,103
Transaction, reorganization, and separation	39			—			—			—			39
Financing costs, net	256			(27		)	188			—			417
	2,007			(27		)	5,057			(1		)	7,036
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(1,530		)	(165		)	(735		)	748			(1,682		)
Provision (benefit) for income taxes	(158		)	8			(292		)	—			(442		)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	(1,372		)	(173		)	(443		)	748			(1,240		)
Net loss from discontinued operations, net of tax	(33		)	—			—			—			(33		)
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST	(1,405		)	(173		)	(443		)	748			(1,273		)
Net income attributable to noncontrolling interest	—			—			132			—			132
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	(1,405	)	$	(173	)	$	(575	)	$	748		$	(1,405	)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	(1,398	)	$	(173	)	$	(575	)	$	748		$	(1,398	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Year Ended December 31, 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	$	1,446		$	—		$	5,064		$	—	$	6,510
Equity in net income (loss) of affiliates	(5,254		)	(740		)	57			5,937		—
Other	(71		)	54			96			19		98
Gain on divestiture	36			—			245			—		281
	(3,843		)	(686		)	5,462			5,956		6,889
OPERATING EXPENSES:
Lease operating expenses	399			—			1,455			—		1,854
Gathering and transportation	35			—			176			—		211
Taxes other than income	103			—			179			—		282
Exploration	2,096			—			675			—		2,771
General and administrative	296			—			65			19		380
Depreciation, depletion, and amortization	966			—			2,334			—		3,300
Asset retirement obligation accretion	15			—			130			—		145
Impairments	3,885			—			5,587			—		9,472
Transaction, reorganization, and separation	132			—			—			—		132
Financing costs, net	475			(14		)	50			—		511
	8,402			(14		)	10,651			19		19,058
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(12,245		)	(672		)	(5,189		)	5,937		(12,169		)
Provision (benefit) for income taxes	(2,065		)	11			1,044			—		(1,010		)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	(10,180		)	(683		)	(6,233		)	5,937		(11,159		)
Net income (loss) from discontinued operations, net of tax	(172		)	—			664			—		492
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST	(10,352		)	(683		)	(5,569		)	5,937		(10,667		)
Net loss attributable to noncontrolling interest	—			—			(315		)	—		(315		)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	(10,352	)	$	(683	)	$	(5,254	)	$	5,937	$	(10,352	)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	(10,355	)	$	(683	)	$	(5,254	)	$	5,937	$	(10,355	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Year Ended December 31, 2014



	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations		Consolidated
	(In millions)
REVENUES AND OTHER:
Oil and gas production revenues	$	3,399		$	—		$	9,396		$	—	$	12,795
Equity in net income (loss) of affiliates	(3,489		)	(1,191		)	73			4,607		—
Other	375			55			(150		)	5		285
Loss on divestiture	(1,031		)	—			(577		)	—		(1,608		)
	(746		)	(1,136		)	8,742			4,612		11,472
OPERATING EXPENSES:
Lease operating expenses	509			—			1,729			—		2,238
Gathering and transportation	58			—			215			—		273
Taxes other than income	206			—			371			—		577
Exploration	1,966			—			533			—		2,499
General and administrative	370			—			78			5		453
Depreciation, depletion, and amortization	1,493			—			3,033			—		4,526
Asset retirement obligation accretion	31			—			123			—		154
Impairments	1,626			—			5,476			—		7,102
Transaction, reorganization, and separation	67			—			—			—		67
Financing costs, net	372			(24		)	65			—		413
	6,698			(24		)	11,623			5		18,302
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(7,444		)	(1,112		)	(2,881		)	4,607		(6,830		)
Provision (benefit) for income taxes	789			6			(1,313		)	—		(518		)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST	(8,233		)	(1,118		)	(1,568		)	4,607		(6,312		)
Net loss from discontinued operations, net of tax	(127		)	—			(1,580		)	—		(1,707		)
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST	(8,360		)	(1,118		)	(3,148		)	4,607		(8,019		)
Net income attributable to noncontrolling interest	—			—			341			—		341
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	(8,360	)	$	(1,118	)	$	(3,489	)	$	4,607	$	(8,360	)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$	(8,361	)	$	(1,118	)	$	(3,489	)	$	4,607	$	(8,361	)



	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
							(In millions)
CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES	$	625		$	51		$	1,777		$	—		$	2,453
CASH USED IN DISCONTINUED OPERATIONS	—			—			(23		)	—			(23		)
CASH PROVIDED BY OPERATING ACTIVITIES	$	625		$	51		$	1,754		$	—		$	2,430
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property	(813		)	—			(797		)	—			(1,610		)
Additions to gas gathering, transmission, and processing facilities	(111		)	—			(47		)	—			(158		)
Leasehold and property acquisitions	(108		)	—			(73		)	—			(181		)
Proceeds from sale of oil and gas properties, other	88			—			46			—			134
Investment in subsidiaries, net	914			—			—			(914		)	—
Other	(77		)	—			232			—			155
NET CASH USED IN INVESTING ACTIVITIES	(107		)	—			(639		)	(914		)	(1,660		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany borrowings	—			(23		)	(891		)	914			—
Payments on fixed rate debt	(181		)	—			—			—			(181		)
Dividends paid	(379		)	—			—			—			(379		)
Common stock activity, net	—			(28		)	28			—			—
Distributions to noncontrolling interest	—			—			(293		)	—			(293		)
Other	8			—			(15		)	—			(7		)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(552		)	(51		)	(1,171		)	914			(860		)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(34		)	—			(56		)	—			(90		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	378			—			1,089			—			1,467
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	344		$	—		$	1,033		$	—		$	1,377

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2015



	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
							(In millions)
CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES	$	98		$	18		$	2,438		$	—		$	2,554
CASH PROVIDED BY DISCONTINUED OPERATIONS	—			—			113			—			113
CASH PROVIDED BY OPERATING ACTIVITIES	98			18			2,551			—			2,667
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property	(1,500		)	—			(2,708		)	—			(4,208		)
Additions to gas gathering, transmission, and processing facilities	(156		)	—			(77		)	—			(233		)
Proceeds from sale of Kitimat LNG	—			—			854			—			854
Proceeds from sale of Yara Pilbara	—			—			391			—			391
Leasehold and property acquisitions	(313		)	—			(54		)	—			(367		)
Proceeds from sale of oil and gas properties	163			—			105			—			268
Investment in subsidiaries, net	6,363			—			—			(6,363		)	—
Other	(34		)	—			40			—			6
NET CASH PROVIDED BY (USED IN) CONTINUING INVESTING ACTIVITIES	4,523			—			(1,449		)	(6,363		)	(3,289		)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS	—			—			4,372			—			4,372
NET CASH USED IN INVESTING ACTIVITIES	4,523			—			2,923			(6,363		)	1,083
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper, credit facility, and bank notes, net	(1,570		)	—			—			—			(1,570		)
Intercompany borrowings	(1,621		)	(18		)	(4,724		)	6,363			—
Payments on fixed rate debt	(939		)	—			—			—			(939		)
Dividends paid	(377		)	—			—			—			(377		)
Distributions to noncontrolling interest	—			—			(129		)	—			(129		)
Other	(3		)	—			56			—			53
NET CASH USED IN CONTINUING FINANCING ACTIVITIES	(4,510		)	(18		)	(4,797		)	6,363			(2,962		)
NET CASH USED IN FINANCING ACTIVITIES	(4,510		)	(18		)	(4,797		)	6,363			(2,962		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	111			—			677			—			788
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	267			—			412			—			679
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	378		$	—		$	1,089		$	—		$	1,467

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2014



	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation			Reclassifications & Eliminations			Consolidated
							(In millions)
CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES	$	3,104		$	17		$	3,892		$	—		$	7,013
CASH PROVIDED BY DISCONTINUED OPERATIONS	—			—			944			—			944
CASH PROVIDED BY OPERATING ACTIVITIES	3,104			17			4,836			—			7,957
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas property	(4,364		)	—			(4,244		)	—			(8,608		)
Additions to gas gathering, transmission, and processing facilities	(9		)	—			(872		)	—			(881		)
Proceeds from sale of Deepwater Gulf of Mexico assets	1,360			—			—			—			1,360
Proceeds from sale of Anadarko basin and southern Louisiana assets	1,262			—			—			—			1,262
Leasehold and property acquisitions	(1,475		)	—			—			—			(1,475		)
Proceeds from sale of oil and gas properties	15			—			455			—			470
Investment in subsidiaries, net	1,132			—			—			(1,132		)	—
Other	(186		)	—			(113		)	—			(299		)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES	(2,265		)	—			(4,774		)	(1,132		)	(8,171		)
NET CASH USED IN DISCONTINUED OPERATIONS	—			—			(219		)	—			(219		)
NET CASH USED IN INVESTING ACTIVITIES	(2,265		)	—			(4,993		)	(1,132		)	(8,390		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper, credit facility, and bank notes, net	1,570			—			(2		)	—			1,568
Intercompany borrowings	—			8			(1,152		)	1,144			—
Dividends paid	(365		)	—			—			—			(365		)
Distributions to noncontrolling interest	—			—			(140		)	—			(140		)
Shares repurchased	(1,864		)	—			—			—			(1,864		)
Other	(68		)	(28		)	157			(12		)	49
NET CASH USED IN CONTINUING FINANCING ACTIVITIES	(727		)	(20		)	(1,137		)	1,132			(752		)
NET CASH USED IN DISCONTINUED OPERATIONS	—			—			(42		)	—			(42		)
NET CASH USED IN FINANCING ACTIVITIES	(727		)	(20		)	(1,179		)	1,132			(794		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	112			(3		)	(1,336		)	—			(1,227		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	155			3			1,748			—			1,906
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	267		$	—		$	412		$	—		$	679



	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation		Reclassifications & Eliminations			Consolidated
							(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	344		$	—		$	1,033	$	—		$	1,377
Receivables, net of allowance	358			—			770		—			1,128
Inventories	29			—			447		—			476
Drilling advances	4			—			77		—			81
Prepaid assets and other	134			—			45		—			179
Intercompany receivable	5,038			—			—		(5,038		)	—
	5,907			—			2,372		(5,038		)	3,241
PROPERTY AND EQUIPMENT, NET	7,014			—			11,853		—			18,867
OTHER ASSETS:
Intercompany receivable	—			—			12,152		(12,152		)	—
Equity in affiliates	15,517			(1,240		)	706		(14,983		)	—
Deferred charges and other	97			1,000			314		(1,000		)	411
	$	28,535		$	(240	)	$	27,397	$	(33,173	)	$	22,519
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	371		$	(12	)	$	226	$	—		$	585
Other current liabilities	653			3			602		—			1,258
Intercompany payable	—			—			5,038		(5,038		)	—
	1,024			(9		)	5,866		(5,038		)	1,843
LONG-TERM DEBT	8,247			297			—		—			8,544
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Intercompany payable	12,152			—			—		(12,152		)	—
Income taxes	(271		)	5			1,976		—			1,710
Asset retirement obligation	257			—			2,175		—			2,432
Other	888			1			422		(1,000		)	311
	13,026			6			4,573		(13,152		)	4,453
COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY	6,238			(534		)	15,517		(14,983		)	6,238
Noncontrolling interest	—			—			1,441		—			1,441
TOTAL EQUITY	6,238			(534		)	16,958		(14,983		)	7,679
	$	28,535		$	(240	)	$	27,397	$	(33,173	)	$	22,519

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2015



	Apache Corporation			Apache Finance Canada			All Other Subsidiaries of Apache Corporation		Reclassifications & Eliminations			Consolidated
							(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	378		$	—		$	1,089	$	—		$	1,467
Receivables, net of allowance	314			—			939		—			1,253
Inventories	34			—			536		—			570
Drilling advances	16			—			156		—			172
Prepaid assets and other	102			—			188		—			290
Intercompany receivable	5,212			—			—		(5,212		)	—
	6,056			—			2,908		(5,212		)	3,752
PROPERTY AND EQUIPMENT, NET	6,546			—			14,292		—			20,838
OTHER ASSETS:
Intercompany receivable	—			—			10,744		(10,744		)	—
Equity in affiliates	16,092			(807		)	446		(15,731		)	—
Deferred charges and other	96			1,001			813		(1,000		)	910
	$	28,790		$	194		$	29,203	$	(32,687	)	$	25,500
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	409		$	—		$	209	$	—		$	618
Other current liabilities	539			3			681		—			1,223
Intercompany payable	—			—			5,212		(5,212		)	—
	948			3			6,102		(5,212		)	1,841
LONG-TERM DEBT	8,418			298			—		—			8,716
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Intercompany payable	10,744			—			—		(10,744		)	—
Income taxes	(412		)	4			2,937		—			2,529
Asset retirement obligation	271			—			2,291		—			2,562
Other	933			250			179		(1,000		)	362
	11,536			254			5,407		(11,744		)	5,453
COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY	7,888			(361		)	16,092		(15,731		)	7,888
Noncontrolling interest	—			—			1,602		—			1,602
TOTAL EQUITY	7,888			(361		)	17,694		(15,731		)	9,490
	$	28,790		$	194		$	29,203	$	(32,687	)	$	25,500