10-K
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-1204
Hess Corporation
(Exact name of Registrant as
specified in its charter)
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DELAWARE
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13-4921002
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1185 AVENUE OF THE AMERICAS,
NEW YORK, N.Y.
(Address of principal
executive offices)
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10036
(Zip
Code)
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(Registrants telephone number, including area code, is
(212) 997-8500)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock (par value $1.00)
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Exchange
Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, 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. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting
company o
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(Do not check if a 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 o No þ
The aggregate market value of voting stock held by
non-affiliates of the Registrant amounted to $36,438,000,000
computed using the outstanding common shares and closing market
price on June 30, 2008.
At December 31, 2008, there were 326,132,740 shares of
Common Stock outstanding.
Part III is incorporated by reference from the Proxy
Statement for the annual meeting of stockholders to be held on
May 6, 2009.
HESS
CORPORATION
Form 10-K
TABLE OF
CONTENTS
1
PART I
Items 1
and 2. Business and Properties
Hess Corporation (the Registrant) is a Delaware corporation,
incorporated in 1920. The Registrant and its subsidiaries
(collectively referred to as the Corporation or Hess) is a
global integrated energy company that operates in two segments,
Exploration and Production (E&P) and Marketing and Refining
(M&R). The E&P segment explores for, develops,
produces, purchases, transports and sells crude oil and natural
gas. These exploration and production activities take place
principally in Algeria, Australia, Azerbaijan, Brazil, Denmark,
Egypt, Equatorial Guinea, Gabon, Ghana, Indonesia, Libya,
Malaysia, Norway, Peru, Russia, Thailand, the United Kingdom and
the United States. The M&R segment manufactures, purchases,
transports, trades and markets refined petroleum products,
natural gas and electricity. The Corporation owns 50% of a
refinery joint venture in the United States Virgin Islands, and
another refining facility, terminals and retail gasoline
stations, most of which include convenience stores, located on
the East Coast of the United States.
Exploration
and Production
The Corporations total proved reserves at December 31 were
as follows:
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Crude Oil
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Total Barrels of
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and
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Oil
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Natural Gas
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Equivalent
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Liquids
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Natural Gas
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(BOE)*
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2008
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2007
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2008
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2007
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2008
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2007
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(Millions of barrels)
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(Millions of mcf)
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(Millions of barrels)
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United States
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227
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204
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276
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270
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273
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249
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Europe
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332
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329
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639
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656
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438
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438
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Africa
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324
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285
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69
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87
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336
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300
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Asia and other
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87
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67
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1,789
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1,655
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385
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343
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970
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885
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2,773
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2,668
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1,432
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1,330
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* |
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Reflects natural gas reserves
converted on the basis of relative energy content (six mcf
equals one barrel). |
On a barrel of oil equivalent (boe) basis, 43% of the
Corporations worldwide proved reserves are undeveloped at
December 31, 2008 (44% at December 31, 2007). Proved
reserves held under production sharing contracts at
December 31, 2008 totaled 28% of crude oil and natural gas
liquids and 58% of natural gas reserves (25% and 57%
respectively, at December 31, 2007).
Worldwide crude oil, natural gas liquids and natural gas
production was as follows:
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2008
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2007
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2006
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Crude oil (thousands of barrels per day)
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United States
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Onshore
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17
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15
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15
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Offshore
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15
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16
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21
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32
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31
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36
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Europe
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United Kingdom
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29
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38
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50
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Norway
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16
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19
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22
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Denmark
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11
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12
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19
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Russia
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27
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24
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18
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83
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93
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109
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2
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2008
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2007
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2006
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Africa
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Equatorial Guinea
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72
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56
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28
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Algeria
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15
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22
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22
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Gabon
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14
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14
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12
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Libya
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23
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23
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23
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124
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115
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85
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Asia and other
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Azerbaijan
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7
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16
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7
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Other
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6
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5
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5
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13
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21
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12
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Total
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252
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260
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242
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Natural gas liquids (thousands of barrels per day)
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United States
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Onshore
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7
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7
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7
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Offshore
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3
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3
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3
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10
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10
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10
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Europe
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United Kingdom
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3
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4
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4
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Norway
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1
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1
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1
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4
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5
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5
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Total
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14
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15
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15
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Natural gas (thousands of mcf per day)
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United States
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|
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|
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|
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Onshore
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41
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|
|
|
42
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|
|
|
54
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Offshore
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|
37
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|
|
46
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|
|
56
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|
|
|
|
|
|
|
|
|
|
|
|
78
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|
|
|
88
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|
|
110
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|
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Europe
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|
|
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|
|
|
|
|
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United Kingdom
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223
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|
|
|
231
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|
|
244
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Norway
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|
22
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|
18
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|
22
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Denmark
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|
10
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|
10
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17
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|
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|
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|
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255
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|
259
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283
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Asia and other
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Joint Development Area of Malaysia and Thailand (JDA)
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185
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115
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131
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Thailand
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|
87
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90
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60
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Indonesia
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82
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59
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26
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Other
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2
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2
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2
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356
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266
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219
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Total
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689
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613
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612
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Barrels of oil equivalent*
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381
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377
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359
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* |
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Reflects natural gas production
converted on the basis of relative energy content (six mcf
equals one barrel). |
3
The Corporation presently estimates that its 2009 production
will be approximately 380,000 to 390,000 barrels of oil
equivalent per day (boepd).
A description of our significant E&P operations follows:
United
States
At December 31, 2008, 19% of the Corporations total
proved reserves were located in the United States. During 2008,
16% of the Corporations crude oil and natural gas liquids
production and 11% of its natural gas production were from
United States operations. The Corporations production in
the United States was principally from properties offshore in
the Gulf of Mexico, which include the Llano (Hess 50%), Conger
(Hess 38%), Baldpate (Hess 50%), Hack Wilson (Hess 25%) and Penn
State (Hess 50%) fields, as well as onshore properties in North
Dakota and in the Permian Basin of Texas.
In the deepwater Gulf of Mexico, development of the Shenzi Field
(Hess 28%) progressed in 2008. Tension leg platform tendons,
hull and topsides were installed and flowlines were laid and
tested. First production is expected in the second quarter of
2009.
In the Williston Basin of North Dakota, the Corporation holds a
net acreage position in the Bakken Play of approximately
570,000 acres. In 2009, the Corporation plans to drill
additional production wells and expand production facilities.
The Corporation is developing a residual oil zone at the
Seminole-San Andres Unit (Hess 34%) in Texas where carbon
dioxide gas supplied from its interests in the West Bravo Dome
and Bravo Dome fields in New Mexico will be injected to enhance
recovery of crude oil.
In the Pony prospect on Green Canyon Block 468 (Hess 100%)
in the deepwater Gulf of Mexico, the Corporation successfully
completed drilling an appraisal well in June 2008. The
Corporation is evaluating development options for Pony.
At the Corporations Tubular Bells prospect (Hess 20%)
located in the Mississippi Canyon area of the deepwater Gulf of
Mexico, a third well was successfully drilled during 2008. The
operator is evaluating development options for Tubular Bells.
At December 31, 2008, the Corporation had interests in more
than 400 exploration blocks in the Gulf of Mexico, which
included 1,442,020 net undeveloped acres.
Europe
At December 31, 2008, 31% of the Corporations total
proved reserves were located in Europe (United Kingdom 9%,
Norway 13%, Denmark 3% and Russia 6%). During 2008, 33% of the
Corporations crude oil and natural gas liquids production
and 37% of its natural gas production were from European
operations.
United Kingdom: Production of crude oil
and natural gas liquids from the United Kingdom North Sea was
principally from the Corporations non-operated interests
in Nevis (Hess 39%), Schiehallion (Hess 16%), Clair (Hess 9%),
Bittern (Hess 28%) and Beryl (Hess 22%) fields. Natural gas
production from the United Kingdom was primarily from the
Atlantic (Hess 25%) and Cromarty (Hess 90%), Easington Catchment
Area (Hess 32%), Bacton area (Hess 23%), Beryl (Hess 22%),
Everest (Hess 19%), Lomond (Hess 17%) and Nevis (Hess 39%)
fields.
Norway: Substantially all of the 2008
and 2007 Norwegian production was from the Corporations
interest in the Valhall Field (Hess 28%). A field redevelopment
for Valhall commenced in 2008 and is expected to be completed in
2010. The Corporation also holds an interest in the Snohvit
Field (Hess 3%) located offshore Norway.
Denmark: Crude oil and natural gas
production comes from the Corporations interest in the
South Arne Field (Hess 58%).
Russia: The Corporations
activities in Russia are conducted through its 80%-owned
interest in a corporate joint venture operating in the
Volga-Urals region of Russia.
4
Africa
At December 31, 2008, 23% of the Corporations total
proved reserves were located in Africa (Equatorial Guinea 8%,
Algeria 4%, Libya 10% and Gabon 1%). During 2008, 46% of the
Corporations crude oil and natural gas liquids production
was from African operations.
Equatorial Guinea: The Corporation is
the operator and owns an interest in Block G (Hess 85%) which
contains the Ceiba Field and Okume Complex.
Algeria: The Corporation has a 49%
interest in a venture with the Algerian national oil company
that is redeveloping three oil fields.
Libya: The Corporation, in conjunction
with its Oasis Group partners, has oil and gas production
operations in the Waha concessions in Libya (Hess 8%). The
Corporation also owns a 100% interest in offshore exploration
Area 54, where a successful exploration well was drilled in
2008. The Corporation intends to obtain 3D seismic in
Area 54 and further drilling is planned.
Gabon: The Corporations
activities in Gabon are conducted through its Gabonese
subsidiary, where the Corporation has interests in the Rabi
Kounga, Toucan and Atora fields. In the third quarter of 2008,
the Corporation acquired the remaining 22.5% interest in the
Gabonese subsidiary.
Egypt: The Corporation has a
25-year
development lease for the West Mediterranean Block 1
concession (West Med Block) (Hess 55%), which contains four
existing natural gas discoveries and additional exploration
opportunities. During 2008, the Corporation drilled a successful
exploration well on the block, which encountered natural gas and
crude oil. The Corporation is currently conducting engineering
studies and further exploratory drilling is planned.
Ghana: The Corporation holds a 100%
interest in the Cape Three Points South Block located offshore
Ghana. The Corporation is currently acquiring new 3D seismic in
the unexplored western half of the license area.
Asia and
Other
At December 31, 2008, 27% of the Corporations total
proved reserves were located in the Asia and other region (JDA
13%, Indonesia 9%, Thailand 3% and Azerbaijan 2%). During 2008,
5% of the Corporations crude oil and natural gas liquids
production and 52% of its natural gas production were from Asia
and other operations.
Joint Development Area of Malaysia and
Thailand: The Corporation owns an interest in
Block A-18
of the JDA (Hess 50%) in the Gulf of Thailand. Phase 2 gas
sales commenced in November of 2008 upon commissioning of a
third-party gas export pipeline to Thailand.
Indonesia: The Corporations
natural gas production in Indonesia primarily comes from its
interests offshore in the Ujung Pangkah project (Hess 75%),
which commenced in 2007, and the Natuna A Field (Hess 23%).
Additional production from a Phase 2 oil project at Ujung
Pangkah is expected in mid 2009. The Corporation also owns an
interest in the onshore Jambi Merang natural gas project (Hess
25%), which was sanctioned for development in 2007. In the
fourth quarter of 2008, the Corporation acquired a 100% working
interest in the offshore Semai V exploration block.
Thailand: The Corporations
natural gas production in Thailand primarily comes from the
offshore Pailin Field (Hess 15%) and the onshore Sinphuhorm
Block (Hess 35%).
Azerbaijan: The Corporation has an
interest in the Azeri-Chirag-Gunashli (ACG) fields (Hess 3%) in
the Caspian Sea. The Corporation also holds an interest in the
Baku-Tbilisi-Ceyhan (BTC) Pipeline (Hess 2%).
Australia: The Corporation holds a 100%
interest in an exploration license covering 780,000 acres
in the Carnarvon basin offshore Western Australia
(WA-Block 390-P). During 2008, the Corporation completed
drilling its initial four exploration wells of a 16 well
commitment on the block. Three of the four wells discovered
natural gas and the Corporation plans to drill five additional
exploration wells in 2009. The Corporation also holds a 50%
interest in
WA-Block 404-P
located offshore Western Australia, which covers a total area of
680,000 acres. The operator plans to drill three wells on
this block in 2009.
5
Brazil: The Corporation has interests
in two blocks located offshore Brazil, the
BM-S-22
Block (Hess 40%) in the Santos Basin and the
BM-ES-30
Block (Hess 60%) in the Espirito Santo Basin. The operator
commenced drilling of the Azulao exploration well on
BM-S-22 in
2008 and filed a Notice of Discovery with the regulators on
January 16, 2009. The operator plans to drill another well
on BM-S-22
in 2009.
Oil and
Gas Reserves
The Corporations net proved oil and gas reserves at the
end of 2008, 2007 and 2006 are presented under Supplementary Oil
and Gas Data on pages 75 through 81 in the accompanying
financial statements.
During 2008, the Corporation provided oil and gas reserve
estimates for 2007 to the United States Department of Energy.
Such estimates are consistent with the information furnished to
the SEC on
Form 10-K
for the year ended December 31, 2007, although not
necessarily directly comparable due to the requirements of the
individual requests. There were no differences in excess of 5%.
Sales commitments: The Corporation has
no contracts or agreements to sell fixed quantities of its crude
oil production. In the United States, natural gas is marketed by
the M&R segment on a spot basis and under contracts for
varying periods to local distribution companies, and commercial,
industrial and other purchasers. The Corporations United
States natural gas production is expected to approximate 20% of
its 2009 sales commitments under long-term contracts. The
Corporation attempts to minimize supply risks associated with
its United States natural gas supply commitments by entering
into purchase contracts with third parties having reliable
sources of supply, on terms substantially similar to those under
its commitments and by leasing storage facilities.
Outside of the United States, the Corporation generally sells
its natural gas production under long-term sales contracts at
prices that are periodically adjusted due to changes in
commodity prices or other indices. In the United Kingdom, the
Corporation sells the majority of its natural gas production on
a spot basis.
6
Average
selling prices and average production costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Average selling prices*
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil (per barrel)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
96.82
|
|
|
$
|
69.23
|
|
|
$
|
60.45
|
|
Europe
|
|
|
78.75
|
|
|
|
60.99
|
|
|
|
56.19
|
|
Africa
|
|
|
78.72
|
|
|
|
62.04
|
|
|
|
51.18
|
|
Asia and other
|
|
|
97.07
|
|
|
|
72.17
|
|
|
|
61.52
|
|
Worldwide
|
|
|
82.04
|
|
|
|
63.44
|
|
|
|
55.31
|
|
Natural gas liquids (per barrel)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
64.98
|
|
|
$
|
51.89
|
|
|
$
|
46.22
|
|
Europe
|
|
|
74.63
|
|
|
|
57.20
|
|
|
|
47.30
|
|
Worldwide
|
|
|
67.61
|
|
|
|
53.72
|
|
|
|
46.59
|
|
Natural gas (per mcf)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
8.61
|
|
|
$
|
6.67
|
|
|
$
|
6.59
|
|
Europe
|
|
|
9.44
|
|
|
|
6.13
|
|
|
|
6.20
|
|
Asia and other
|
|
|
5.24
|
|
|
|
4.71
|
|
|
|
4.05
|
|
Worldwide
|
|
|
7.17
|
|
|
|
5.60
|
|
|
|
5.50
|
|
Average production (lifting) costs per barrel of oil equivalent
produced**
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
18.46
|
|
|
$
|
13.56
|
|
|
$
|
9.54
|
|
Europe
|
|
|
17.12
|
|
|
|
14.06
|
|
|
|
10.73
|
|
Africa
|
|
|
10.22
|
|
|
|
9.09
|
|
|
|
9.03
|
|
Asia and other
|
|
|
8.48
|
|
|
|
8.41
|
|
|
|
6.54
|
|
Worldwide
|
|
|
13.43
|
|
|
|
11.50
|
|
|
|
9.55
|
|
|
|
|
* |
|
Includes inter-company transfers
valued at approximate market prices and the effect of the
Corporations hedging activities. |
|
** |
|
Production (lifting) costs
consist of amounts incurred to operate and maintain the
Corporations producing oil and gas wells, related
equipment and facilities (including lease costs of floating
production and storage facilities), transportation costs and
production and severance taxes. The average production costs per
barrel of oil equivalent reflect the crude oil equivalent of
natural gas production converted on the basis of relative energy
content (six mcf equals one barrel). |
The table above does not include costs of finding and developing
proved oil and gas reserves, or the costs of related general and
administrative expenses, interest expense and income taxes.
Gross and
net undeveloped acreage at December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
Undeveloped
|
|
|
Acreage*
|
|
|
Gross
|
|
Net
|
|
|
(In thousands)
|
|
United States
|
|
|
2,919
|
|
|
|
1,971
|
|
Europe
|
|
|
2,099
|
|
|
|
673
|
|
Africa
|
|
|
9,979
|
|
|
|
6,464
|
|
Asia and other
|
|
|
8,849
|
|
|
|
4,323
|
|
|
|
|
|
|
|
|
|
|
Total**
|
|
|
23,846
|
|
|
|
13,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes acreage held under
production sharing contracts. |
|
** |
|
Licenses covering approximately
33% of the Corporations net undeveloped acreage held at
December 31, 2008 are scheduled to expire during the next
three years pending the results of exploration activities. These
scheduled expirations are largely in Libya (offshore exploration
Area 54), U.S. and Egypt. |
7
Gross and
net developed acreage and productive wells at December 31,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
Applicable to
|
|
Productive Wells*
|
|
|
Productive Wells
|
|
Oil
|
|
Gas
|
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
529
|
|
|
|
455
|
|
|
|
774
|
|
|
|
431
|
|
|
|
59
|
|
|
|
45
|
|
Europe
|
|
|
1,362
|
|
|
|
758
|
|
|
|
269
|
|
|
|
105
|
|
|
|
145
|
|
|
|
32
|
|
Africa
|
|
|
9,919
|
|
|
|
958
|
|
|
|
987
|
|
|
|
154
|
|
|
|
|
|
|
|
|
|
Asia and other
|
|
|
2,185
|
|
|
|
624
|
|
|
|
64
|
|
|
|
7
|
|
|
|
385
|
|
|
|
85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
13,995
|
|
|
|
2,795
|
|
|
|
2,094
|
|
|
|
697
|
|
|
|
589
|
|
|
|
162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes multiple completion
wells (wells producing from different formations in the same
bore hole) totaling 312 gross wells and 54 net
wells. |
Number of
net exploratory and development wells drilled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Exploratory
|
|
Net Development
|
|
|
Wells
|
|
Wells
|
|
|
2008
|
|
2007
|
|
2006
|
|
2008
|
|
2007
|
|
2006
|
|
Productive wells
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
2
|
|
|
|
1
|
|
|
|
1
|
|
|
|
50
|
|
|
|
54
|
|
|
|
24
|
|
Europe
|
|
|
11
|
|
|
|
3
|
|
|
|
1
|
|
|
|
11
|
|
|
|
14
|
|
|
|
20
|
|
Africa
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
23
|
|
|
|
23
|
|
|
|
17
|
|
Asia and other
|
|
|
5
|
|
|
|
3
|
|
|
|
6
|
|
|
|
25
|
|
|
|
15
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
8
|
|
|
|
8
|
|
|
|
109
|
|
|
|
106
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dry holes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
1
|
|
|
|
4
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Europe
|
|
|
3
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa
|
|
|
2
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia and other
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
3
|
|
|
|
4
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
25
|
|
|
|
11
|
|
|
|
12
|
|
|
|
110
|
|
|
|
106
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
wells in process of drilling at December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
Net
|
|
|
Wells
|
|
Wells
|
|
United States
|
|
|
37
|
|
|
|
13
|
|
Europe
|
|
|
12
|
|
|
|
7
|
|
Africa
|
|
|
8
|
|
|
|
2
|
|
Asia and other
|
|
|
7
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
64
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
Number of net waterfloods and pressure maintenance projects in
process of installation at December 31, 2008 1
8
Marketing
and Refining
Total refined product sales were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008*
|
|
2007*
|
|
2006*
|
|
|
(Thousands of barrels per day)
|
|
Gasoline
|
|
|
234
|
|
|
|
210
|
|
|
|
218
|
|
Distillates
|
|
|
143
|
|
|
|
147
|
|
|
|
144
|
|
Residuals
|
|
|
56
|
|
|
|
62
|
|
|
|
60
|
|
Other
|
|
|
39
|
|
|
|
32
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
472
|
|
|
|
451
|
|
|
|
459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Of total refined products sold
in 2008, 2007 and 2006 approximately 50% was obtained from
HOVENSA and Port Reading. The Corporation purchased the balance
from third parties under short-term supply contracts and spot
purchases. |
Refining
The Corporation owns a 50% interest in HOVENSA L.L.C. (HOVENSA),
a refining joint venture in the United States Virgin Islands
with a subsidiary of Petroleos de Venezuela S.A. (PDVSA). In
addition, it owns and operates a refining facility in Port
Reading, New Jersey.
HOVENSA: Refining operations at HOVENSA
consist of crude units, a fluid catalytic cracking unit and a
delayed coker unit.
The following table summarizes capacity and utilization rates
for HOVENSA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refinery
|
|
Refinery Utilization
|
|
|
Capacity
|
|
2008
|
|
2007
|
|
2006
|
|
|
(Thousands of
|
|
|
|
|
|
|
|
|
barrels per day)
|
|
|
|
|
|
|
|
Crude
|
|
|
500
|
|
|
|
88.2%
|
|
|
|
90.8%
|
|
|
|
89.7%
|
|
Fluid catalytic cracker
|
|
|
150
|
|
|
|
72.7%
|
|
|
|
87.1%
|
|
|
|
84.3%
|
|
Coker
|
|
|
58
|
|
|
|
92.4%
|
|
|
|
83.4%
|
|
|
|
84.3%
|
|
The delayed coker unit permits HOVENSA to run lower-cost heavy
crude oil. HOVENSA has a long-term supply contract with PDVSA to
purchase 115,000 barrels per day of Venezuelan Merey heavy
crude oil. PDVSA also supplies 155,000 barrels per day of
Venezuelan Mesa medium gravity crude oil to HOVENSA under a
long-term crude oil supply contract. The remaining crude oil
requirements are purchased mainly under contracts of one year or
less from third parties and through spot purchases on the open
market. After sales of refined products by HOVENSA to third
parties, the Corporation purchases 50% of HOVENSAs
remaining production at market prices.
Gross crude runs at HOVENSA averaged 441,000 barrels per
day in 2008 compared with 454,000 barrels per day in 2007
and 448,000 barrels per day in 2006. The 2008 utilization
rate for the fluid catalytic cracking unit at HOVENSA reflects
lower utilization due to weak refining margins, planned and
unplanned maintenance of certain units, and a refinery wide shut
down for Hurricane Omar. During the second quarter of 2007, the
coker unit at HOVENSA was shut down for approximately
30 days for a scheduled turnaround. The fluid catalytic
cracking unit at HOVENSA was shut down for approximately
22 days of unplanned maintenance in 2006.
Port Reading Facility: The Corporation
owns and operates a fluid catalytic cracking facility in Port
Reading, New Jersey, with a capacity of 70,000 barrels per
day. This facility, which processes residual fuel oil and vacuum
gas oil, operated at a rate of approximately 64,000 barrels
per day in 2008 compared with 61,000 barrels per day in
2007 and 63,000 barrels per day in 2006. Substantially all
of Port Readings production is gasoline and heating oil.
9
Marketing
The Corporation markets refined petroleum products, natural gas
and electricity on the East Coast of the United States to the
motoring public, wholesale distributors, industrial and
commercial users, other petroleum companies, governmental
agencies and public utilities.
The Corporation had 1,366
HESS®
gasoline stations at December 31, 2008, including stations
owned by its WilcoHess joint venture (Hess 44%). Approximately
90% of the gasoline stations are operated by the Corporation or
WilcoHess. Of the operated stations, 93% have convenience stores
on the sites. Most of the Corporations gasoline stations
are in New York, New Jersey, Pennsylvania, Florida,
Massachusetts, North Carolina and South Carolina.
Refined product sales averaged 472,000 barrels per day in
2008 compared with 451,000 barrels per day in 2007 and
459,000 barrels in 2006. Total energy marketing natural gas
sales volumes, including utility and spot sales, were
approximately 2.0 million mcf per day in 2008,
1.9 million mcf per day in 2007 and 1.8 million mcf
per day in 2006. In addition, energy marketing sold electricity
volumes at the rate of 3,200, 2,800 and 1,400 megawatts (round
the clock) in 2008, 2007 and 2006, respectively. The increases
reflect the impact of acquisitions and organic growth.
The Corporation owns 21 terminals with an aggregate storage
capacity of 22 million barrels in its East Coast marketing
areas. The Corporation also owns a terminal in St. Lucia with a
storage capacity of 10 million barrels, which is operated
for third party storage.
The Corporation has a 50% voting interest in a consolidated
partnership that trades energy commodities and derivatives. The
Corporation also takes energy commodity and derivative trading
positions for its own account.
The Corporation also has a 92.5% interest in Hess LNG, which is
pursuing investments in liquefied natural gas (LNG) terminals
and related supply, trading and marketing opportunities. The
joint venture is pursuing the development of LNG terminal
projects located in Fall River, Massachusetts and Shannon,
Ireland. In addition, a wholly-owned subsidiary of the
Corporation is exploring the development of fuel cell technology.
Competition
and Market Conditions
See Item 1A, Risk Factors Related to Our Business and
Operations, for a discussion of competition and market
conditions.
Other
Items
Compliance with various existing environmental and pollution
control regulations imposed by federal, state, local and foreign
governments is not expected to have a material adverse effect on
the Corporations financial condition or results of
operations. The Corporation spent $23 million in 2008 for
environmental remediation.
The number of persons employed by the Corporation at year end
was approximately 13,500 in 2008 and 13,300 in 2007.
The Corporations Internet address is www.hess.com. On its
website, the Corporation makes available free of charge its
annual report on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after the Corporation electronically
files with or furnishes such material to the Securities and
Exchange Commission. Copies of the Corporations Code of
Business Conduct and Ethics, its Corporate Governance Guidelines
and the charters of the Audit Committee, the Compensation and
Management Development Committee and the Corporate Governance
and Nominating Committee of the Board of Directors are available
on the Corporations website and are also available free of
charge upon request to the Secretary of the Corporation at its
principal executive offices. The Corporation has also filed with
the New York Stock Exchange (NYSE) its annual certification that
the Corporations chief executive officer is unaware of any
violation of the NYSEs corporate governance standards.
10
|
|
Item 1A.
|
Risk
Factors Related to Our Business and Operations
|
Our business activities and the value of our securities are
subject to significant risk factors, including those described
below. The risk factors described below could negatively affect
our operations, financial condition, liquidity and results of
operations, and as a result, holders and purchasers of our
securities could lose part or all of their investments. It is
possible additional risks relating to our securities may be
described in a prospectus supplement if we issue securities in
the future.
Commodity Price Risk: Our estimated proved
reserves, revenue, operating cash flows, operating margins,
future earnings and trading operations are highly dependent on
the prices of crude oil, natural gas and refined petroleum
products, which are influenced by numerous factors beyond our
control. Historically these prices have been very volatile and
most recently have been adversely affected by falling demand
caused by the global economic downturn. The major foreign oil
producing countries, including members of the Organization of
Petroleum Exporting Countries (OPEC), exert considerable
influence over the supply and price of crude oil and refined
petroleum products. Their ability or inability to agree on a
common policy on rates of production and other matters has a
significant impact on the oil markets. The commodities trading
markets may also influence the selling prices of crude oil,
natural gas and refined petroleum products. If crude oil and
natural gas prices remain at year-end 2008 levels, our revenues,
profitability and cash flow will be lower in 2009 compared with
2008. In addition, if crude oil and natural gas prices decline
further from year-end 2008 levels, it could result in a
reduction in the carrying value of our oil and gas assets,
proved oil and gas reserves, deferred tax assets and goodwill.
To the extent that we engage in hedging activities to mitigate
commodity price volatility, we may not realize the benefit of
price increases above the hedged price. Changes in commodity
prices can also have a material impact on margin requirements
under our derivative contracts.
Technical Risk: We own or have access to a
finite amount of oil and gas reserves which will be depleted
over time. Replacement of oil and gas reserves is subject to
successful exploration drilling, development activities, and
enhanced recovery programs. Reserve replacement can also be
achieved through acquisition. Therefore, future oil and gas
production is dependent on technical success in finding and
developing additional hydrocarbon reserves. Exploration activity
involves the interpretation of seismic and other geological and
geophysical data, which does not always successfully predict the
presence of commercial quantities of hydrocarbons. Drilling
risks include unexpected adverse conditions, irregularities in
pressure or formations, equipment failure, blowouts and weather
interruptions. Future developments may be affected by unforeseen
reservoir conditions which negatively affect recovery factors or
flow rates. The costs of drilling and development activities
have increased in recent years which could negatively affect
expected economic returns. Although due diligence is used in
evaluating acquired oil and gas properties, similar
uncertainties may be encountered in the production of oil and
gas on properties acquired from others.
Oil and Gas Reserves and Discounted Future Net Cash Flow
Risks: Numerous uncertainties exist in estimating quantities
of proved reserves and future net revenues from those reserves.
Actual future production, oil and gas prices, revenues, taxes,
capital expenditures, operating expenses, geologic success and
quantities of recoverable oil and gas reserves may vary
substantially from those assumed in the estimates and could
materially affect the estimated quantities and future net
revenues of our proved reserves. In addition, reserve estimates
may be subject to downward or upward revisions based on
production performance, purchases or sales of properties,
results of future development, prevailing oil and gas prices,
production sharing contracts which may decrease reserves as
crude oil and natural gas prices increase, and other factors.
Political Risk: Federal, state, local,
territorial and foreign laws and regulations relating to tax
increases and retroactive tax claims, expropriation or
nationalization of property, mandatory government participation,
cancellation or amendment of contract rights, and changes in
import regulations, limitations on access to exploration and
development opportunities, as well as other political
developments may affect our operations. Some of the
international areas in which we operate are politically less
stable than our domestic operations. In addition, the threat of
terrorism around the world poses additional risks to the
operations of the oil and gas industry. In our M&R segment,
we market motor fuels through lessee-dealers and wholesalers in
certain states where legislation prohibits producers or refiners
of crude oil from directly engaging in retail marketing of motor
fuels. Similar legislation has been periodically proposed in the
U.S. Congress and in various other states.
11
Environmental Risk: Our oil and gas
operations, like those of the industry, are subject to
environmental risk such as oil spills, produced water spills,
gas leaks and ruptures and discharges of substances or gases
that could expose us to substantial liability for pollution or
other environmental damage. Our operations are also subject to
numerous United States federal, state, local and foreign
environmental laws and regulations. Non-compliance with these
laws and regulations may subject us to administrative, civil or
criminal penalties, remedial
clean-ups
and natural resource damages or other liabilities. In addition,
increasingly stringent environmental regulations, particularly
relating to the production of motor and other fuels and the
potential for controls on greenhouse gas emissions, have
resulted, and will likely continue to result, in higher capital
expenditures and operating expenses for us and the oil and gas
industry in general.
Competitive Risk: The petroleum industry is
highly competitive and very capital intensive. We encounter
competition from numerous companies in each of our activities,
including acquiring rights to explore for crude oil and natural
gas, and in purchasing and marketing of refined products and
natural gas. Many competitors, including national oil companies,
are larger and have substantially greater resources. We are also
in competition with producers and marketers of other forms of
energy. Increased competition for worldwide oil and gas assets
has significantly increased the cost of acquisitions. In
addition, competition for drilling services, technical expertise
and equipment has affected the availability of technical
personnel and drilling rigs and has increased capital and
operating costs.
Catastrophic Risk: Although we maintain a
level of insurance coverage consistent with industry practices
against property and casualty losses, our oil and gas operations
are subject to unforeseen occurrences which may damage or
destroy assets or interrupt operations. Examples of catastrophic
risks include hurricanes, fires, explosions and blowouts. These
occurrences have affected us from time to time. During 2008, our
annual Gulf of Mexico production of crude oil and natural gas
was reduced by an estimated 7,000 boepd due to the impact of
Hurricanes Ike and Gustav.
|
|
Item 3.
|
Legal
Proceedings
|
The Registrant, along with many other companies engaged in
refining and marketing of gasoline, has been a party to lawsuits
and claims related to the use of methyl tertiary butyl ether
(MTBE) in gasoline. A series of similar lawsuits, many involving
water utilities or governmental entities, were filed in
jurisdictions across the United States against producers of MTBE
and petroleum refiners who produced gasoline containing MTBE,
including the Registrant. While the majority of the cases were
settled in 2008, the Registrant remains a defendant in
approximately 20 cases. These cases have been consolidated for
pre-trial purposes in the Southern District of New York as part
of a multi-district litigation proceeding, with the exception of
an action brought in state court by the State of New Hampshire.
The principal allegation in all cases is that gasoline
containing MTBE is a defective product and that these parties
are strictly liable in proportion to their share of the gasoline
market for damage to groundwater resources and are required to
take remedial action to ameliorate the alleged effects on the
environment of releases of MTBE. The damages claimed in these
actions are substantial and in almost all cases, punitive
damages are also sought. In the fourth quarter 2007, the
Corporation recorded a pre-tax charge of $40 million
related to MTBE litigation, including amounts for the cases
settled in 2008.
Over the last several years, many refiners have entered into
consent agreements to resolve the United States Environmental
Protection Agencys (EPA) assertions that refining
facilities were modified or expanded without complying with New
Source Review regulations that require permits and new emission
controls in certain circumstances and other regulations that
impose emissions control requirements. These consent agreements,
which arise out of an EPA enforcement initiative focusing on
petroleum refiners and utilities, have typically imposed
substantial civil fines and penalties and required
(i) significant capital expenditures to install emissions
control equipment over a three to eight year time period and
(ii) changes to operations which resulted in increased
operating costs. The capital expenditures, penalties and
supplemental environmental projects for individual refineries
covered by the settlements can vary significantly, depending on
the size and configuration of the refinery, the circumstances of
the alleged modifications and whether the refinery has
previously installed more advanced pollution controls. EPA
initially contacted Registrant and HOVENSA regarding the
Petroleum Refinery Initiative in August 2003. Negotiations with
EPA and the relevant states and the Virgin Islands are
continuing and substantial progress has been made toward
resolving this matter for both the Corporation and HOVENSA.
While
12
the effect on the Corporation of the Petroleum Refining
Initiative cannot be estimated until a final settlement is
reached and entered by a court, additional future capital
expenditures and operating expenses will likely be incurred over
a number of years. The amount of penalties, if any, is not
expected to be material to the Corporation.
On September 13, 2007, HOVENSA received a Notice Of
Violation (NOV) pursuant to section 113(a)(i) of the Clean
Air Act (Act) from the EPA finding that HOVENSA failed to obtain
proper permitting for the construction and operation of its
delayed coking unit in accordance with applicable law and
regulations. HOVENSA believes it properly obtained all necessary
permits for this project. The NOV states that EPA has authority
to issue an administrative order assessing penalties for
violation of the Act. HOVENSA has entered into discussions with
the EPA to reach resolution of this matter. Registrant does not
believe that this matter will result in material liability to
HOVENSA or Registrant.
In December 2006, HOVENSA received a NOV from the EPA alleging
non-compliance with emissions limits in a permit issued by the
Virgin Islands Department of Planning and Natural Resources
(DPNR) for the two process heaters in the delayed coking unit.
The NOV was issued in response to a voluntary investigation and
submission by HOVENSA regarding potential non-compliance with
the permit emissions limits for two pollutants. Any exceedances
were minor from the perspective of the amount of pollutants
emitted in excess of the limits. HOVENSA has entered into
discussions with the appropriate governmental agencies to reach
resolution of this matter and does not believe that it will
result in material liability to HOVENSA or the Corporation.
Registrant received a directive from the New Jersey Department
of Environmental Protection (NJDEP) to remediate contamination
in the sediments of the lower Passaic River and NJDEP is also
seeking natural resource damages. The directive, insofar as it
affects Registrant, relates to alleged releases from a petroleum
bulk storage terminal in Newark, New Jersey now owned by the
Registrant. Registrant and over 70 companies entered into
an Administrative Order on Consent with EPA to study the same
contamination. NJDEP has also sued several other companies
linked to a facility considered by the State to be the largest
contributor to river contamination. In January 2009, these
companies added third party defendants, including the
Registrant, to that case. In June 2007, EPA issued a draft study
which evaluated six alternatives for early action, with costs
ranging from $900 million to $2.3 billion. Based on
adverse comments from Registrant and others, EPA is reevaluating
its alternatives. In addition, the federal trustees for natural
resources have begun a separate assessment of damages to natural
resources in the Passaic River. Given the ongoing studies,
remedial costs cannot be reliably estimated at this time. Based
on currently known facts and circumstances, the Registrant does
not believe that this matter will result in material liability
because its terminal could not have contributed contamination
along most of the rivers length and did not store or use
contaminants which are of the greatest concern in the river
sediments, and because there are numerous other parties who will
likely share in the cost of remediation and damages.
In July 2004, Hess Oil Virgin Islands Corp. (HOVIC), a wholly
owned subsidiary of the Registrant, and HOVENSA, each received a
letter from the Commissioner of the Virgin Islands Department of
Planning and Natural Resources and Natural Resources Trustees,
advising of the Trustees intention to bring suit against
HOVIC and HOVENSA under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA). The letter
alleges that HOVIC and HOVENSA are potentially responsible for
damages to natural resources arising from releases of hazardous
substances from the HOVENSA Oil Refinery. HOVENSA
currently owns and operates a petroleum refinery on the south
shore of St. Croix, United States Virgin Islands, which had
been operated by HOVIC until October 1998. An action was filed
on May 5, 2005 in the District Court of the Virgin Islands
against HOVENSA, HOVIC and other companies that operated
industrial facilities on the south shore of St. Croix
asserting that the defendants are liable under CERCLA and
territorial statutory and common law for damages to natural
resources. HOVIC and HOVENSA do not believe that this matter
will result in a material liability as they believe that they
have strong defenses to this complaint, and they intend to
vigorously defend this matter.
The Registrant periodically receives notices from EPA that it is
a potential responsible party under the Superfund
legislation with respect to various waste disposal sites. Under
this legislation, all potentially responsible parties are
jointly and severally liable. For certain sites, EPAs
claims or assertions of liability against the Corporation
relating to these sites have not been fully developed. With
respect to the remaining sites, EPAs claims have been
settled, or a proposed settlement is under consideration, in all
cases for amounts that are not material. The ultimate impact of
these proceedings, and of any related proceedings by private
parties, on the
13
business or accounts of the Corporation cannot be predicted at
this time due to the large number of other potentially
responsible parties and the speculative nature of
clean-up
cost estimates, but is not expected to be material.
The Securities and Exchange Commission (SEC) notified the
Registrant that on July 21, 2005, it commenced a private
investigation into payments made to the government of Equatorial
Guinea or to officials and persons affiliated with officials of
the government of Equatorial Guinea. The SEC has requested
documents and information from the Registrant and other oil and
gas companies that have operations or interests in Equatorial
Guinea. Registrant has provided the documents and information
requested.
The Corporation is from time to time involved in other judicial
and administrative proceedings, including proceedings relating
to other environmental matters. Although the ultimate outcome of
these proceedings cannot be ascertained at this time and some of
them may be resolved adversely to the Corporation, no such
proceeding is required to be disclosed under applicable rules of
the SEC. In managements opinion, based upon currently
known facts and circumstances, such proceedings in the aggregate
will not have a material adverse effect on the financial
condition of the Corporation.
14
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
During the fourth quarter of 2008, no matter was submitted to a
vote of security holders through the solicitation of proxies or
otherwise.
Executive
Officers of the Registrant
The following table presents information as of February 1,
2009 regarding executive officers of the Registrant:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Individual
|
|
|
|
|
|
|
Became an
|
|
|
|
|
|
|
Executive
|
Name
|
|
Age
|
|
Office Held*
|
|
Officer
|
|
John B. Hess
|
|
|
54
|
|
|
Chairman of the Board, Chief Executive Officer and Director
|
|
|
1983
|
|
J. Barclay Collins II
|
|
|
64
|
|
|
Executive Vice President and Director
|
|
|
1986
|
|
Gregory P. Hill
|
|
|
47
|
|
|
Executive Vice President and President of Worldwide Exploration
and Production
|
|
|
2009
|
|
John J. OConnor
|
|
|
62
|
|
|
Executive Vice President and Director
|
|
|
2001
|
|
F. Borden Walker
|
|
|
55
|
|
|
Executive Vice President and President of Marketing and Refining
and Director
|
|
|
1996
|
|
Brian J. Bohling
|
|
|
48
|
|
|
Senior Vice President
|
|
|
2004
|
|
William T. Drennen
|
|
|
58
|
|
|
Senior Vice President
|
|
|
2007
|
|
John A. Gartman
|
|
|
61
|
|
|
Senior Vice President
|
|
|
1997
|
|
Timothy B. Goodell
|
|
|
51
|
|
|
Senior Vice President and General Counsel
|
|
|
2009
|
|
Scott Heck
|
|
|
51
|
|
|
Senior Vice President
|
|
|
2005
|
|
Lawrence H. Ornstein
|
|
|
57
|
|
|
Senior Vice President
|
|
|
1995
|
|
Howard Paver
|
|
|
58
|
|
|
Senior Vice President
|
|
|
2002
|
|
John P. Rielly
|
|
|
46
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
2002
|
|
Lori J. Ryerkerk
|
|
|
46
|
|
|
Senior Vice President
|
|
|
2008
|
|
George F. Sandison
|
|
|
52
|
|
|
Senior Vice President
|
|
|
2003
|
|
John J. Scelfo
|
|
|
51
|
|
|
Senior Vice President
|
|
|
2004
|
|
Gordon Shearer
|
|
|
54
|
|
|
Senior Vice President
|
|
|
2007
|
|
John V. Simon
|
|
|
55
|
|
|
Senior Vice President
|
|
|
2007
|
|
Sachin Mehra
|
|
|
38
|
|
|
Vice President and Treasurer
|
|
|
2008
|
|
|
|
|
* |
|
All officers referred to herein
hold office in accordance with the By-Laws until the first
meeting of the Directors following the annual meeting of
stockholders of the Registrant and until their successors shall
have been duly chosen and qualified. Each of said officers was
elected to the office opposite his or her name on May 7,
2008, except for Messrs. Hill and Goodell and
Ms. Ryerkerk, who were elected effective January 1,
2009, January 5, 2009 and November 5, 2008,
respectively. The first meeting of Directors following the next
annual meeting of stockholders of the Registrant is scheduled to
be held May 6, 2009. |
Except for Messrs. Hill, Bohling, Drennen, Goodell, Mehra,
Shearer and Ms. Ryerkerk, each of the above officers has
been employed by the Registrant or its subsidiaries in various
managerial and executive capacities for more than five years.
Prior to joining the Corporation, Mr. Hill served in senior
executive positions in exploration and production operations of
Royal Dutch Shell and its subsidiaries for 25 years.
Mr. Bohling was employed in senior human resource positions
with American Standard Corporation and CDI Corporation before
joining the Registrant in 2004. Mr. Drennen served in
senior executive positions in exploration and technology at
ExxonMobil and its subsidiaries prior to joining the Corporation
in 2007. Before joining the Corporation in 2009,
Mr. Goodell
15
was a partner in the law firm of White & Case LLP.
Ms. Ryerkerk was employed in senior managerial positions
principally in the refining and marketing operations of
ExxonMobil prior to joining the Corporation in 2008.
Mr. Mehra was employed in treasury and financial functions
at General Motors before joining the Corporation in 2007. Prior
to joining Hess LNG, a joint venture subsidiary of the
Corporation, in 2004, Mr. Shearer was a consultant at Poten
Partners, and held other senior positions in the liquefied
natural gas industry.
PART II
|
|
Item 5.
|
Market
for the Registrants Common Stock, Related Stockholder
Matters and Issuer Purchases of Equity Securities
|
Stock
Market Information
The common stock of Hess Corporation is traded principally on
the New York Stock Exchange (ticker symbol: HES). High and low
sales prices were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
Quarter Ended
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
March 31
|
|
$
|
101.65
|
|
|
$
|
76.67
|
|
|
$
|
58.00
|
|
|
$
|
45.96
|
|
June 30
|
|
|
137.00
|
|
|
|
88.20
|
|
|
|
61.48
|
|
|
|
54.55
|
|
September 30
|
|
|
129.00
|
|
|
|
71.16
|
|
|
|
69.87
|
|
|
|
53.12
|
|
December 31
|
|
|
82.03
|
|
|
|
35.50
|
|
|
|
105.85
|
|
|
|
63.58
|
|
Performance
Graph
Set forth below is a line graph comparing the Corporations
cumulative total shareholder return for five years, assuming
reinvestment of dividends on common stock, with the cumulative
total return of:
|
|
|
|
|
Standard & Poors 500 Stock Index, which includes
the Corporation, and
|
|
|
|
AMEX Oil Index, which is comprised of companies involved in
various phases of the oil industry including the Corporation.
|
Comparison of Five-Year Shareholder Returns
Years Ended December 31,
Holders
At December 31, 2008, there were 5,909 stockholders (based
on number of holders of record) who owned a total of
326,132,740 shares of common stock.
16
Dividends
Cash dividends on common stock totaled $.40 per share ($.10 per
quarter) during 2008 and 2007.
Equity
Compensation Plans
Following is information on the Registrants equity
compensation plans at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
Available for
|
|
|
Number of
|
|
|
|
Future Issuance
|
|
|
Securities to
|
|
Weighted
|
|
Under Equity
|
|
|
be Issued
|
|
Average
|
|
Compensation
|
|
|
Upon Exercise
|
|
Exercise Price
|
|
Plans
|
|
|
of Outstanding
|
|
of Outstanding
|
|
(Excluding
|
|
|
Options,
|
|
Options,
|
|
Securities
|
|
|
Warrants and
|
|
Warrants and
|
|
Reflected in
|
|
|
Rights
|
|
Rights
|
|
Column (a))
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security holders
|
|
|
9,700,000
|
|
|
$
|
52.73
|
|
|
|
12,804,000
|
*
|
Equity compensation plans not approved by security holders**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
These securities may be awarded
as stock options, restricted stock or other awards permitted
under the Registrants equity compensation plan. |
|
** |
|
Registrant has a Stock Award
Program pursuant to which each non-employee director receives
$150,000 in value of Registrants common stock each year.
These awards are made from shares purchased by the Corporation
in the open market. Stockholders did not approve this equity
compensation plan. |
See Note 8, Share-Based Compensation, in the
notes to the financial statements for further discussion of the
Corporations equity compensation plans.
17
|
|
Item 6.
|
Selected
Financial Data
|
A five-year summary of selected financial data follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(Millions of dollars, except per share amounts)
|
|
|
Sales and other operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil and natural gas liquids
|
|
$
|
7,764
|
|
|
$
|
6,303
|
|
|
$
|
5,307
|
|
|
$
|
3,219
|
|
|
$
|
2,594
|
|
Natural gas (including sales of purchased gas)
|
|
|
8,800
|
|
|
|
6,877
|
|
|
|
6,826
|
|
|
|
6,423
|
|
|
|
4,638
|
|
Refined petroleum products
|
|
|
19,765
|
|
|
|
14,741
|
|
|
|
13,339
|
|
|
|
11,317
|
|
|
|
7,907
|
|
Electricity
|
|
|
2,926
|
|
|
|
2,322
|
|
|
|
1,064
|
|
|
|
363
|
|
|
|
207
|
|
Convenience store sales and other operating revenues
|
|
|
1,910
|
|
|
|
1,404
|
|
|
|
1,531
|
|
|
|
1,425
|
|
|
|
1,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
41,165
|
|
|
$
|
31,647
|
|
|
$
|
28,067
|
|
|
$
|
22,747
|
|
|
$
|
16,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
2,360
|
(a)
|
|
$
|
1,832
|
(b)
|
|
$
|
1,920
|
(c)
|
|
$
|
1,226
|
(d)
|
|
$
|
970
|
(e)
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,360
|
|
|
$
|
1,832
|
|
|
$
|
1,920
|
|
|
$
|
1,226
|
|
|
$
|
977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
48
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shareholders
|
|
$
|
2,360
|
|
|
$
|
1,832
|
|
|
$
|
1,876
|
|
|
$
|
1,178
|
|
|
$
|
929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
7.35
|
|
|
$
|
5.86
|
|
|
$
|
6.75
|
|
|
$
|
4.32
|
|
|
$
|
3.43
|
|
Net income
|
|
|
7.35
|
|
|
|
5.86
|
|
|
|
6.75
|
|
|
|
4.32
|
|
|
|
3.46
|
|
Diluted earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
7.24
|
|
|
$
|
5.74
|
|
|
$
|
6.08
|
|
|
$
|
3.93
|
|
|
$
|
3.17
|
|
Net income
|
|
|
7.24
|
|
|
|
5.74
|
|
|
|
6.08
|
|
|
|
3.93
|
|
|
|
3.19
|
|
Total assets
|
|
$
|
28,589
|
|
|
$
|
26,131
|
|
|
$
|
22,442
|
|
|
$
|
19,158
|
|
|
$
|
16,312
|
|
Total debt
|
|
|
3,955
|
|
|
|
3,980
|
|
|
|
3,772
|
|
|
|
3,785
|
|
|
|
3,835
|
|
Stockholders equity
|
|
|
12,307
|
|
|
|
9,774
|
|
|
|
8,147
|
|
|
|
6,318
|
|
|
|
5,597
|
|
Dividends per share of common stock*
|
|
$
|
.40
|
|
|
$
|
.40
|
|
|
$
|
.40
|
|
|
$
|
.40
|
|
|
$
|
.40
|
|
|
|
|
* |
|
Per share amounts in all periods
reflect the
3-for-1
stock split on May 31, 2006. |
|
(a) |
|
Includes net after-tax expenses
of $26 million primarily relating to asset impairments and
hurricanes in the Gulf of Mexico. |
|
(b) |
|
Includes net after-tax expenses
of $75 million primarily relating to asset impairments,
estimated production imbalance settlements and a charge for MTBE
litigation, partially offset by income from LIFO inventory
liquidations and gains from asset sales. |
|
(c) |
|
Includes net after-tax income of
$173 million primarily from sales of assets, partially
offset by income tax adjustments and accrued leased office
closing costs. |
|
(d) |
|
Includes after-tax expenses of
$37 million primarily relating to income taxes on
repatriated earnings, premiums on bond repurchases and hurricane
related expenses, partially offset by gains from asset sales and
a LIFO inventory liquidation. |
|
(e) |
|
Includes net after-tax income of
$76 million primarily from sales of assets and income tax
adjustments. |
18
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Overview
The Corporation is a global integrated energy company that
operates in two segments, Exploration and Production (E&P)
and Marketing and Refining (M&R). The E&P segment
explores for, develops, produces, purchases, transports and
sells crude oil and natural gas. The M&R segment
manufactures, purchases, transports, trades and markets refined
petroleum products, natural gas and electricity.
Net income in 2008 was $2,360 million compared with
$1,832 million in 2007 and $1,920 million in 2006.
Diluted earnings per share were $7.24 in 2008 compared with
$5.74 in 2007 and $6.08 in 2006. A table of items affecting
comparability between periods is shown on page 21.
Exploration
and Production
The Corporations strategy for the E&P segment is to
profitably grow reserves and production in a sustainable and
financially disciplined manner. The Corporations total
proved reserves were 1,432 million barrels of oil
equivalent (boe) at December 31, 2008 compared with
1,330 million boe at December 31, 2007 and
1,243 million boe at December 31, 2006. Total proved
reserves at year end 2008 increased 102 million boe or 8%
from the end of 2007.
E&P net income was $2,423 million in 2008,
$1,842 million in 2007 and $1,763 million in 2006. The
improved results in 2008 as compared to 2007 were primarily
driven by higher average crude oil selling prices. At
December 31, 2008, crude oil selling prices were
significantly below the average prices in 2008.
Production averaged 381,000 barrels of oil equivalent per
day (boepd) in 2008 compared with 377,000 boepd in 2007 and
359,000 boepd in 2006. Production in 2008 increased
4,000 boepd or 1% from 2007. In 2009, the Corporation
currently estimates total worldwide production to be
approximately 380,000 boepd to 390,000 boepd.
During 2008, the Corporation progressed the following
development projects that will add to its production in future
years:
|
|
|
|
|
In November 2008, upon the commissioning of a third-party gas
export pipeline to Thailand, Phase 2 gas sales commenced at
Block A-18
of the Joint Development Area of Malaysia and Thailand (JDA)
(Hess 50%).
|
|
|
|
In the deepwater Gulf of Mexico, development of the Shenzi Field
(Hess 28%) progressed. Tension leg platform tendons, hull and
topsides were installed and flowlines were laid and tested.
First production is expected in the second quarter of 2009.
|
|
|
|
Additional production from a Phase 2 oil project at the
Ujung Pangkah Field (Hess 75%) in Indonesia is expected in mid
2009.
|
|
|
|
Development of a residual oil zone advanced at the
Seminole-San Andres Unit (Hess 34%) with the installation
of facilities and equipment.
|
During 2008, the Corporations exploration activities
included:
|
|
|
|
|
In the Pony prospect on Green Canyon Block 468 (Hess 100%)
in the deepwater Gulf of Mexico, the Corporation successfully
completed drilling an appraisal well. The Corporation is
evaluating development options for Pony.
|
|
|
|
At the Corporations Tubular Bells prospect (Hess 20%)
located in the Mississippi Canyon area of the deepwater Gulf of
Mexico, a third well was successfully drilled during 2008. The
operator is evaluating development options for Tubular Bells.
|
|
|
|
The Corporation completed drilling its initial four exploration
wells of a 16 well commitment on the
WA-Block-390-P
offshore Western Australia (Hess 100%). Three of the four wells
discovered natural gas and the Corporation plans to drill five
additional exploration wells in 2009. The operator of the
WA-Block 404-P
(Hess 50%) offshore Western Australia plans to drill three
exploration wells in 2009.
|
19
|
|
|
|
|
The Corporation drilled a successful exploration well in Area 54
offshore Libya (Hess 100%). The Corporation intends to obtain 3D
seismic in Area 54 and further drilling is planned.
|
|
|
|
The Corporation drilled a successful exploration well on the
West Med Block (Hess 55%) in Egypt, which encountered natural
gas and crude oil. The Corporation is currently conducting
engineering studies and further exploratory drilling is planned.
|
|
|
|
The operator commenced drilling of an exploration well on the
BM-S-22 Block (Hess 40%) in the Santos Basin offshore Brazil and
filed a Notice of Discovery with the regulators on
January 16, 2009.
|
|
|
|
The Corporation was successful in acquiring new deepwater blocks
in the Central and Western Gulf of Mexico and the offshore Semai
V exploration block in Indonesia.
|
Marketing
and Refining
The Corporations strategy for the M&R segment is to
deliver consistent operating performance and generate free cash
flow. M&R net income was $277 million in 2008,
$300 million in 2007 and $394 million in 2006.
Earnings in 2008 and 2007 reflect lower average margins compared
to the prior periods.
Refining operations contributed net income of $73 million
in 2008, $193 million in 2007 and $240 million in
2006. The Corporation received cash distributions from HOVENSA
totaling $50 million in 2008, $300 million in 2007 and
$400 million in 2006. Gross crude runs at HOVENSA averaged
441,000 barrels per day in 2008 compared with
454,000 barrels per day in 2007 and 448,000 barrels
per day in 2006. In 2007, HOVENSA successfully completed the
first turnaround of its delayed coker unit. The Port Reading
refinery operated at an average of 64,000 barrels per day
in 2008 versus 61,000 barrels per day in 2007 and
63,000 barrels per day in 2006. Marketing earnings were
$240 million in 2008, $83 million in 2007 and
$108 million in 2006. Total refined product sales volumes
averaged 472,000 barrels per day in 2008 compared with
451,000 barrels per day in 2007 and 459,000 barrels
per day in 2006.
Liquidity
and Capital and Exploratory Expenditures
Net cash provided by operating activities was
$4,567 million in 2008, $3,507 million in 2007 and
$3,491 million in 2006, principally reflecting increased
earnings. At December 31, 2008, cash and cash equivalents
totaled $908 million compared with $607 million at
December 31, 2007. Total debt was $3,955 million at
December 31, 2008 compared with $3,980 million at
December 31, 2007. The Corporations debt to
capitalization ratio at December 31, 2008 was 24.3%
compared with 28.9% at the end of 2007. The Corporation has debt
maturities of $143 million in 2009 and $31 million in
2010. In February 2009, the Corporation issued $250 million
of 5 year notes with a coupon of 7% and $1 billion of
10 year notes with a coupon of 8.125%.
Capital and exploratory expenditures were as follows for the
years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Exploration and Production
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
2,164
|
|
|
$
|
1,603
|
|
International
|
|
|
2,477
|
|
|
|
2,183
|
|
|
|
|
|
|
|
|
|
|
Total Exploration and Production
|
|
|
4,641
|
|
|
|
3,786
|
|
Marketing, Refining and Corporate
|
|
|
187
|
|
|
|
140
|
|
|
|
|
|
|
|
|
|
|
Total Capital and Exploratory Expenditures
|
|
$
|
4,828
|
|
|
$
|
3,926
|
|
|
|
|
|
|
|
|
|
|
Exploration expenses charged to income included above:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
211
|
|
|
$
|
192
|
|
International
|
|
|
179
|
|
|
|
156
|
|
|
|
|
|
|
|
|
|
|
Total exploration expenses charged to income included above
|
|
$
|
390
|
|
|
$
|
348
|
|
|
|
|
|
|
|
|
|
|
20
The Corporation anticipates $3.2 billion in capital and
exploratory expenditures in 2009, of which $3.1 billion
relates to E&P operations.
Consolidated
Results of Operations
The after-tax results by major operating activity are summarized
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars,
|
|
|
|
except per share data)
|
|
|
Exploration and Production
|
|
$
|
2,423
|
|
|
$
|
1,842
|
|
|
$
|
1,763
|
|
Marketing and Refining
|
|
|
277
|
|
|
|
300
|
|
|
|
394
|
|
Corporate
|
|
|
(173
|
)
|
|
|
(150
|
)
|
|
|
(110
|
)
|
Interest expense
|
|
|
(167
|
)
|
|
|
(160
|
)
|
|
|
(127
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,360
|
|
|
$
|
1,832
|
|
|
$
|
1,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share diluted
|
|
$
|
7.24
|
|
|
$
|
5.74
|
|
|
$
|
6.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the discussion that follows, the financial effects of certain
transactions are disclosed on an after-tax basis. Management
reviews segment earnings on an after-tax basis and uses
after-tax amounts in its review of variances in segment
earnings. Management believes that after-tax amounts are a
preferable method of explaining variances in earnings, since
they show the entire effect of a transaction rather than only
the pre-tax amount. After-tax amounts are determined by applying
the income tax rate in each tax jurisdiction to pre-tax amounts.
The following table summarizes, on an after-tax basis, items of
income (expense) that are included in net income and affect
comparability between periods. The items in the table below are
explained, and the pre-tax amounts are shown, on pages 25
through 27.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Exploration and Production
|
|
$
|
(26
|
)
|
|
$
|
(74
|
)
|
|
$
|
173
|
|
Marketing and Refining
|
|
|
|
|
|
|
24
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(26
|
)
|
|
$
|
(75
|
)
|
|
$
|
173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
Comparison
of Results
Exploration
and Production
Following is a summarized income statement of the
Corporations Exploration and Production operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Sales and other operating revenues*
|
|
$
|
9,806
|
|
|
$
|
7,498
|
|
|
$
|
6,524
|
|
Other, net
|
|
|
(167
|
)
|
|
|
65
|
|
|
|
428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues and non operating income
|
|
|
9,639
|
|
|
|
7,563
|
|
|
|
6,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Production expenses, including related taxes
|
|
|
1,872
|
|
|
|
1,581
|
|
|
|
1,250
|
|
Exploration expenses, including dry holes and lease impairment
|
|
|
725
|
|
|
|
515
|
|
|
|
552
|
|
General, administrative and other expenses
|
|
|
302
|
|
|
|
257
|
|
|
|
209
|
|
Depreciation, depletion and amortization
|
|
|
1,952
|
|
|
|
1,503
|
|
|
|
1,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
4,851
|
|
|
|
3,856
|
|
|
|
3,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations from continuing operations before income
taxes
|
|
|
4,788
|
|
|
|
3,707
|
|
|
|
3,782
|
|
Provision for income taxes
|
|
|
2,365
|
|
|
|
1,865
|
|
|
|
2,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations
|
|
$
|
2,423
|
|
|
$
|
1,842
|
|
|
$
|
1,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Amounts differ from E&P
operating revenues in Note 17 Segment
Information primarily due to the exclusion of sales of
hydrocarbons purchased from third parties. |
After considering the Exploration and Production items in the
table on page 21, the remaining changes in Exploration and
Production earnings are primarily attributable to changes in
selling prices, production volumes, operating costs, exploration
expenses, foreign exchange, and income taxes, as discussed below.
Selling prices: Higher average selling
prices increased Exploration and Production revenues by
approximately $2,100 million in 2008 compared with 2007. At
December 31, 2008, the selling prices of crude oil and
natural gas had decreased significantly from the average 2008
selling prices indicated below. In 2007, an increase in average
crude oil selling prices and reduced hedge positions compared
with 2006 increased revenues by approximately $740 million.
22
The Corporations average selling prices were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Crude oil-per barrel (including hedging)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
96.82
|
|
|
$
|
69.23
|
|
|
$
|
60.45
|
|
Europe
|
|
|
78.75
|
|
|
|
60.99
|
|
|
|
56.19
|
|
Africa
|
|
|
78.72
|
|
|
|
62.04
|
|
|
|
51.18
|
|
Asia and other
|
|
|
97.07
|
|
|
|
72.17
|
|
|
|
61.52
|
|
Worldwide
|
|
|
82.04
|
|
|
|
63.44
|
|
|
|
55.31
|
|
Crude oil-per barrel (excluding hedging)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
96.82
|
|
|
$
|
69.23
|
|
|
$
|
60.45
|
|
Europe
|
|
|
78.75
|
|
|
|
60.99
|
|
|
|
58.46
|
|
Africa
|
|
|
93.57
|
|
|
|
71.71
|
|
|
|
62.80
|
|
Asia and other
|
|
|
97.07
|
|
|
|
72.17
|
|
|
|
61.52
|
|
Worldwide
|
|
|
89.23
|
|
|
|
67.79
|
|
|
|
60.41
|
|
Natural gas liquids-per barrel
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
64.98
|
|
|
$
|
51.89
|
|
|
$
|
46.22
|
|
Europe
|
|
|
74.63
|
|
|
|
57.20
|
|
|
|
47.30
|
|
Worldwide
|
|
|
67.61
|
|
|
|
53.72
|
|
|
|
46.59
|
|
Natural gas-per mcf (including hedging)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
8.61
|
|
|
$
|
6.67
|
|
|
$
|
6.59
|
|
Europe
|
|
|
9.44
|
|
|
|
6.13
|
|
|
|
6.20
|
|
Asia and other
|
|
|
5.24
|
|
|
|
4.71
|
|
|
|
4.05
|
|
Worldwide
|
|
|
7.17
|
|
|
|
5.60
|
|
|
|
5.50
|
|
Natural gas-per mcf (excluding hedging)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
8.61
|
|
|
$
|
6.67
|
|
|
$
|
6.59
|
|
Europe
|
|
|
9.79
|
|
|
|
6.13
|
|
|
|
6.20
|
|
Asia and other
|
|
|
5.24
|
|
|
|
4.71
|
|
|
|
4.05
|
|
Worldwide
|
|
|
7.30
|
|
|
|
5.60
|
|
|
|
5.50
|
|
The after-tax impacts of hedging reduced earnings by
$423 million ($685 million before income taxes) in
2008, $244 million ($399 million before income taxes)
in 2007 and $285 million ($449 million before income
taxes) in 2006. In October 2008, the Corporation closed its
Brent crude oil hedge positions by entering into offsetting
contracts with the same counterparty covering
24,000 barrels per day from 2009 through 2012 at a per
barrel price of $86.95 each year. The deferred after-tax loss as
of the date the hedge positions were closed will be recorded in
earnings as the contracts mature. The estimated annual after-tax
loss from the closed positions will be approximately
$335 million from 2009 through 2012. The pretax amounts
will continue to be recorded as a reduction of revenue and
allocated to the selling prices of the Corporations
African production.
Production and sales volumes: The
Corporations crude oil and natural gas production was
381,000 boepd in 2008 compared with 377,000 boepd in
2007 and 359,000 boepd in 2006. The Corporation currently
estimates that its 2009 production will average between 380,000
and 390,000 boepd.
23
The Corporations net daily worldwide production was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Crude oil (thousands of barrels per day)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
32
|
|
|
|
31
|
|
|
|
36
|
|
Europe
|
|
|
83
|
|
|
|
93
|
|
|
|
109
|
|
Africa
|
|
|
124
|
|
|
|
115
|
|
|
|
85
|
|
Asia and other
|
|
|
13
|
|
|
|
21
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
252
|
|
|
|
260
|
|
|
|
242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas liquids (thousands of barrels per day)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
10
|
|
|
|
10
|
|
|
|
10
|
|
Europe
|
|
|
4
|
|
|
|
5
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
14
|
|
|
|
15
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas (thousands of mcf per day)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
78
|
|
|
|
88
|
|
|
|
110
|
|
Europe
|
|
|
255
|
|
|
|
259
|
|
|
|
283
|
|
Asia and other
|
|
|
356
|
|
|
|
266
|
|
|
|
219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
689
|
|
|
|
613
|
|
|
|
612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barrels of oil equivalent* (thousands of barrels per day)
|
|
|
381
|
|
|
|
377
|
|
|
|
359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Reflects natural gas production
converted on the basis of relative energy content (six mcf
equals one barrel). |
United States: Crude oil production in
the United States was higher in 2008 compared with 2007,
principally due to production from new wells in North Dakota and
the deepwater Gulf of Mexico. This increased production was
partially offset by the impact of hurricanes in the Gulf of
Mexico. Natural gas production was lower in 2008, primarily
reflecting hurricane downtime and natural decline. Hurricane
impacts reduced full year 2008 production by an estimated 7,000
boepd. At December 31, 2008, approximately 15,000 boepd
remained shut-in from the hurricanes and this production is
expected to be brought back on line by the end of the first
quarter of 2009. Crude oil and natural gas production in 2007
decreased compared with 2006 principally due to natural decline
and asset sales.
Europe: Crude oil production in 2008
was lower than in 2007, due to temporary shut-ins at three North
Sea fields, cessation of production at the mature Fife, Fergus,
Flora and Angus Fields, and natural decline. These decreases
were partially offset by increased production in Russia. Crude
oil production in 2007 was lower than in 2006, reflecting
natural decline, facilities work on three North Sea fields, and
the sale of the Corporations interests in the Scott and
Telford Fields in the United Kingdom, partially offset by higher
Russian production. Natural gas production was comparable in
2008 and 2007, but decreased in 2007 compared with 2006
principally due to lower nominations related to the shut-down of
a non-operated pipeline and natural decline. The decreases were
partially offset by higher natural gas production from the
Atlantic and Cromarty Fields in the United Kingdom which
commenced in June 2006.
Africa: Crude oil production increased
in 2008 compared with 2007, primarily due to higher production
at the Okume Complex in Equatorial Guinea, partially offset by a
lower entitlement to Algerian production. Crude oil production
increased in 2007 compared with 2006 primarily due to the
start-up of
the Okume Complex in December 2006.
Asia and other: The change in crude oil
production from 2006 through 2008 principally reflects changes
to the Corporations entitlement to production in
Azerbaijan. The increase in 2007 compared with 2006 also
reflects increased gross production from the fields in
Azerbaijan. Natural gas production increased in 2008 compared
with 2007 due to increased production from Block
A-18 in the
Joint Development Area of Malaysia and Thailand (JDA) and a full
year of production from the Ujung Pangkah Field in Indonesia.
Higher natural gas
24
production in 2007 compared with 2006 was principally due to new
production from the Sinphuhorm onshore gas project in Thailand
which commenced in November 2006 and production from the Ujung
Pangkah Field which commenced in April 2007. These increases
were partially offset by the planned shut-down of the JDA to
install facilities required for Phase 2 gas sales.
Sales volumes: Higher sales volumes and
other operating revenues increased revenue by approximately
$200 million in 2008 compared with 2007 and
$240 million in 2007 compared with 2006.
Operating costs and depreciation, depletion and
amortization: Cash operating costs,
consisting of production expenses and general and administrative
expenses, increased by $321 million in 2008 and
$409 million in 2007 compared with the corresponding
amounts in prior years (excluding the charges for hurricane
related costs in 2008 and vacated leased office space in 2006
that are discussed below). The increases in 2008 and 2007 were
primarily due to higher production volumes, increased production
taxes (due to higher realized selling prices), increased costs
of services and materials and higher employee costs. Cash
operating costs per barrel of oil equivalent were $15.49 in
2008, $13.36 in 2007 and $10.92 in 2006. Cash operating costs in
2009 are estimated to be in the range of $15.00 to $16.00 per
barrel of oil equivalent.
Excluding the pre-tax amount of asset impairments, depreciation,
depletion and amortization charges increased by
$531 million and $232 million in 2008 and 2007,
respectively. The increases were primarily due to higher
production volumes and per barrel costs. Depreciation, depletion
and amortization costs per barrel of oil equivalent were $13.79
in 2008, $10.11 in 2007 and $8.85 in 2006. Depreciation,
depletion and amortization costs for 2009 are estimated to be in
the range of $13.00 to $14.00 per barrel.
Exploration expenses: Exploration
expenses were higher in 2008 compared with 2007, principally due
to higher dry hole costs. Exploration expenses were lower in
2007 compared with 2006, primarily reflecting lower dry hole
costs, partially offset by increased seismic studies.
Income taxes: After considering the
items in the table below, the effective income tax rates for
Exploration and Production operations were 49% in 2008, 50% in
2007 and 54% in 2006. The effective income tax rate for E&P
operations in 2009 is estimated to be in the range of 57% to
61%. The increase from the 2008 effective rate largely reflects
the impact of Libyan taxes in a lower commodity price
environment.
Foreign Exchange: The after-tax foreign
currency loss was $84 million in 2008, compared with a loss
of $7 million in 2007 and a gain of $10 million in
2006. The increased foreign currency loss reflects the effect of
significant exchange rate movements in the fourth quarter of
2008 on the remeasurement of assets, liabilities and foreign
currency forward contracts by certain foreign businesses.
Reported Exploration and Production earnings include the
following items of income (expense) before and after income
taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Income Taxes
|
|
|
After Income Taxes
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Gains from asset sales
|
|
$
|
|
|
|
$
|
21
|
|
|
$
|
369
|
|
|
$
|
|
|
|
$
|
15
|
|
|
$
|
236
|
|
Asset impairments
|
|
|
(30
|
)
|
|
|
(112
|
)
|
|
|
|
|
|
|
(17
|
)
|
|
|
(56
|
)
|
|
|
|
|
Hurricane related costs
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
Estimated production imbalance settlements
|
|
|
|
|
|
|
(64
|
)
|
|
|
|
|
|
|
|
|
|
|
(33
|
)
|
|
|
|
|
Accrued office closing costs
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
|
|
|
|
|
|
|
|
|
(18
|
)
|
Income tax adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(45
|
)
|
|
$
|
(155
|
)
|
|
$
|
339
|
|
|
$
|
(26
|
)
|
|
$
|
(74
|
)
|
|
$
|
173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008: The charge for asset impairments relates
to mature fields in the United States and the United Kingdom
North Sea. The pre-tax amount of this charge is reflected in
depreciation, depletion and amortization. The hurricane costs
relate to expenses associated with Hurricanes Gustav and Ike in
the Gulf of Mexico and are recorded in production expenses.
25
2007: The gain from asset sales relates to the
sale of the Corporations interests in the Scott and
Telford fields in the United Kingdom North Sea. The charge for
asset impairments relates to two mature fields also in the
United Kingdom North Sea. The estimated production imbalance
settlements represent a charge for adjustments to prior meter
readings at two offshore fields, which are recorded as a
reduction of sales and other operating revenues.
2006: The gains from asset sales relate to the
sale of certain United States oil and gas producing properties
located in the Permian Basin in Texas and New Mexico and onshore
Gulf Coast. The accrued office closing cost relates to vacated
leased office space in the United Kingdom. The related expenses
are reflected principally in general and administrative
expenses. The income tax adjustment represents a one-time
adjustment to the Corporations deferred tax liability
resulting from an increase in the supplementary tax on petroleum
operations in the United Kingdom from 10% to 20%.
The Corporations future Exploration and Production
earnings may be impacted by external factors, such as political
risk, volatility in the selling prices of crude oil and natural
gas, reserve and production changes, industry cost inflation,
exploration expenses, the effects of weather and changes in
foreign exchange and income tax rates.
Marketing
and Refining
Earnings from Marketing and Refining activities amounted to
$277 million in 2008, $300 million in 2007 and
$394 million in 2006. After considering the liquidation of
LIFO inventories reflected in the table on page 21 and
discussed below, the earnings were $277 million,
$276 million and $394 million, respectively.
Refining: Refining earnings, which
consist of the Corporations share of HOVENSAs
results, Port Reading earnings, interest income on a note
receivable from PDVSA and results of other miscellaneous
operating activities, were $73 million in 2008,
$193 million in 2007, and $240 million in 2006.
The Corporations share of HOVENSAs net income was
$27 million ($44 million before income taxes) in 2008,
$108 million ($176 million before income taxes) in
2007 and $124 million ($201 million before income
taxes) in 2006. The lower earnings in 2008 and 2007, compared
with the respective prior years, were principally due to lower
refining margins. The 2008 utilization rate for the fluid
catalytic cracking unit at HOVENSA reflects lower utilization
due to weak refining margins, planned and unplanned maintenance
of certain units, and a refinery wide shut down for Hurricane
Omar. In 2007, the coker unit at HOVENSA was shutdown for
approximately 30 days for a scheduled turnaround. Certain
related processing units were also included in this turnaround.
In 2006, the fluid catalytic cracking unit at HOVENSA was
shutdown for approximately 22 days of unscheduled
maintenance. Cash distributions received by the Corporation from
HOVENSA were $50 million in 2008, $300 million in 2007
and $400 million in 2006.
Pre-tax interest income on the PDVSA note was $4 million,
$9 million and $15 million in 2008, 2007 and 2006,
respectively. Interest income is reflected in other income in
the income statement. At December 31, 2008, the remaining
balance of the PDVSA note was $15 million, which was fully
repaid in February 2009.
Port Reading and other after-tax refining earnings were
$43 million in 2008, $79 million in 2007 and
$107 million in 2006, also reflecting lower refining
margins.
The following table summarizes refinery utilization rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refinery
|
|
Refinery Utilization
|
|
|
Capacity
|
|
2008
|
|
2007
|
|
2006
|
|
|
(Thousands of
|
|
|
|
|
|
|
|
|
barrels per day)
|
|
|
|
|
|
|
|
HOVENSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude
|
|
|
500
|
|
|
|
88.2%
|
|
|
|
90.8%
|
|
|
|
89.7%
|
|
Fluid catalytic cracker
|
|
|
150
|
|
|
|
72.7%
|
|
|
|
87.1%
|
|
|
|
84.3%
|
|
Coker
|
|
|
58
|
|
|
|
92.4%
|
|
|
|
83.4%
|
|
|
|
84.3%
|
|
Port Reading
|
|
|
70
|
*
|
|
|
90.7%
|
|
|
|
93.2%
|
|
|
|
97.4%
|
|
|
|
|
* |
|
Refinery utilization in 2007 and
2006 is based on capacity of 65 thousand barrels per
day. |
26
Marketing: Marketing operations, which
consist principally of retail gasoline and energy marketing
activities, generated income of $240 million in 2008,
$59 million in 2007 and $108 million in 2006,
excluding income from the liquidation of LIFO inventories in
2007 totaling $38 million before income taxes
($24 million after income taxes).
The increase in 2008 primarily reflects higher margins on
refined product sales, including sales of retail gasoline
operations. Refined product margins were lower in 2007 compared
with 2006. Total refined product sales volumes were
472,000 barrels per day in 2008, 451,000 barrels per
day in 2007 and 459,000 barrels per day in 2006. Total
energy marketing natural gas sales volumes, including utility
and spot sales, were approximately 2.0 million mcf per day
in 2008, 1.9 million mcf per day in 2007 and
1.8 million mcf per day in 2006. In addition, energy
marketing sold electricity volumes at the rate of 3,200, 2,800
and 1,400 megawatts (round the clock) in 2008, 2007 and 2006,
respectively.
The Corporation has a 50% voting interest in a consolidated
partnership that trades energy commodities and energy
derivatives. The Corporation also takes trading positions for
its own account. The Corporations after-tax results from
trading activities, including its share of the earnings of the
trading partnership, amounted to a loss of $36 million in
2008, compared with earnings of $24 million in 2007 and
$46 million in 2006.
Marketing expenses increased in 2008, principally reflecting
growth in energy marketing activities, higher credit card fees
in retail gasoline operations, and increased transportation
costs.
The Corporations future Marketing and Refining earnings
may be impacted by external factors, including volatility in
margins, competitive industry conditions, government
regulations, credit risk, and supply and demand factors,
including the effects of weather.
Corporate
The following table summarizes corporate expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Corporate expenses (excluding the item described below)
|
|
$
|
260
|
|
|
$
|
187
|
|
|
$
|
156
|
|
Income taxes (benefits) on the above
|
|
|
(87
|
)
|
|
|
(62
|
)
|
|
|
(46
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
173
|
|
|
|
125
|
|
|
|
110
|
|
Item affecting comparability between periods, after tax
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated MTBE litigation
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net corporate expenses
|
|
$
|
173
|
|
|
$
|
150
|
|
|
$
|
110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excluding the item affecting comparability between periods, the
increase in corporate expenses in 2008 compared with 2007
primarily reflects losses on pension related investments, higher
employee costs, and higher professional fees. The increase in
net corporate expenses in 2007 compared with 2006 principally
reflects higher employee costs, including stock based
compensation. Recurring after-tax corporate expenses in 2009 are
estimated to be in the range of $165 to $175 million.
In 2007, Corporate expenses include a charge of $25 million
($40 million before income taxes) related to MTBE
litigation. The pre-tax amount of this charge is recorded in
general and administrative expenses.
27
Interest
After-tax interest expense was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Total interest incurred
|
|
$
|
274
|
|
|
$
|
306
|
|
|
$
|
301
|
|
Less capitalized interest
|
|
|
7
|
|
|
|
50
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense before income taxes
|
|
|
267
|
|
|
|
256
|
|
|
|
201
|
|
Less income taxes
|
|
|
100
|
|
|
|
96
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After-tax interest expense
|
|
$
|
167
|
|
|
$
|
160
|
|
|
$
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in interest incurred in 2008 principally reflects
lower average debt. The decrease in capitalized interest in 2008
reflects the completion of several development projects in 2007
and 2006. Interest expense in each period includes the cost of
letters of credit primarily issued to counterparties in hedging
and trading activities. After-tax interest expense in 2009 is
expected to be in the range of $230 to $240 million. See
Future Capital Requirements and Resources for discussion of a
$1,250 million note issuance in the first quarter of 2009.
Sales
and Other Operating Revenues
Sales and other operating revenues totaled $41,165 million
in 2008, an increase of 30% compared with 2007. In 2007, sales
and other operating revenues totaled $31,647 million, an
increase of 13% compared with 2006. The increase in each year
reflects higher selling prices and sales volumes of crude oil,
higher refined product selling prices and increased sales
volumes of electricity.
The change in cost of goods sold in each year principally
reflects the change in sales volumes and prices of refined
products and purchased natural gas and electricity.
Liquidity
and Capital Resources
The following table sets forth certain relevant measures of the
Corporations liquidity and capital resources as of
December 31:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
(Millions of dollars)
|
|
Cash and cash equivalents
|
|
$
|
908
|
|
|
$
|
607
|
|
Current portion of long-term debt
|
|
$
|
143
|
|
|
$
|
62
|
|
Total debt
|
|
$
|
3,955
|
|
|
$
|
3,980
|
|
Stockholders equity
|
|
$
|
12,307
|
|
|
$
|
9,774
|
|
Debt to capitalization ratio*
|
|
|
24.3
|
%
|
|
|
28.9
|
%
|
|
|
|
* |
|
Total debt as a percentage of
the sum of total debt plus stockholders equity. |
28
Cash
Flows
The following table sets forth a summary of the
Corporations cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
4,567
|
|
|
$
|
3,507
|
|
|
$
|
3,491
|
|
Investing activities
|
|
|
(4,444
|
)
|
|
|
(3,474
|
)
|
|
|
(3,289
|
)
|
Financing activities
|
|
|
178
|
|
|
|
191
|
|
|
|
(134
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
$
|
301
|
|
|
$
|
224
|
|
|
$
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Activities: Net cash provided
by operating activities, including changes in operating assets
and liabilities, increased to $4,567 million in 2008 from
$3,507 million in 2007, reflecting increased earnings.
Operating cash flow was comparable in 2007 and 2006. The
Corporation received cash distributions from HOVENSA of
$50 million in 2008, $300 million in 2007 and
$400 million in 2006.
Investing Activities: The following
table summarizes the Corporations capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Exploration and Production
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
|
|
$
|
744
|
|
|
$
|
371
|
|
|
$
|
590
|
|
Production and development
|
|
|
2,523
|
|
|
|
2,605
|
|
|
|
2,164
|
|
Acquisitions (including leaseholds)
|
|
|
984
|
|
|
|
462
|
|
|
|
921
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,251
|
|
|
|
3,438
|
|
|
|
3,675
|
|
Marketing, Refining and Corporate
|
|
|
187
|
|
|
|
140
|
|
|
|
169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,438
|
|
|
$
|
3,578
|
|
|
$
|
3,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures in 2008 include leasehold acquisitions in
the United States of $600 million and $210 million for
the acquisition of the remaining 22.5% interest in the
Corporations Gabonese subsidiary. In 2008, the Corporation
also selectively expanded its energy marketing business by
acquiring fuel oil, natural gas, and electricity customer
accounts, and a terminal and related assets, for an aggregate of
approximately $100 million. In 2007, capital expenditures
include the acquisition of a 28% interest in the Genghis Khan
Field in the deepwater Gulf of Mexico for $371 million. In
2006, capital expenditures included payments of
$359 million to re-enter the Corporations former oil
and gas production operations in the Waha concessions in Libya
and $413 million to acquire a 55% working interest in the
West Med Block in Egypt.
In 2007, the Corporation received proceeds of $93 million
for the sale of its interests in the Scott and Telford fields
located in the United Kingdom. Proceeds from asset sales in 2006
totaled $444 million, including the sale of the
Corporations interests in certain producing properties in
the Permian Basin and onshore U.S. Gulf Coast.
Financing Activities: During 2008, net
repayments of debt were $32 million compared with net
borrowings of $208 million in 2007. In 2006, the
Corporation reduced debt by $13 million.
Total common and preferred stock dividends paid were
$130 million, $127 million and $161 million in
2008, 2007 and 2006, respectively. The Corporation received net
proceeds from the exercise of stock options, including related
income tax benefits, of $340 million, $110 million and
$40 million in 2008, 2007 and 2006, respectively.
Future
Capital Requirements and Resources
The Corporation anticipates $3.2 billion in capital and
exploratory expenditures in 2009, of which $3.1 billion
relates to Exploration and Production operations. Of the total
E&P amount, $1.4 billion is for production and
$900 million is for developments, with the remainder for
exploration. The anticipated 2009 capital program
29
represents a decrease of approximately $1.6 billion from
2008, primarily as a result of lower crude oil selling prices.
The Corporation also has maturities of long-term debt of
$143 million in 2009. The Corporation anticipates that it
can fund its 2009 operations, including planned capital
expenditures, dividends, pension contributions and required debt
repayments, with existing cash on-hand, projected cash flow from
operations and available credit facilities. Crude oil and
natural gas prices are volatile and difficult to predict in the
near term as a result of the recent global economic recession.
In addition, unplanned increases in the Corporations
capital expenditure program could occur. The Corporation will
take steps as necessary to protect its financial flexibility,
and may pursue other sources of liquidity, including the
issuance of debt or equity securities, or asset sales.
The table below summarizes the capacity, usage, and remaining
availability of the Corporations borrowing and letter of
credit facilities at December 31, 2008 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration
|
|
|
|
|
|
|
|
Letters of
|
|
|
|
|
|
Remaining
|
|
|
|
Date
|
|
Capacity
|
|
|
Borrowings
|
|
|
Credit Issued
|
|
|
Total Used
|
|
|
Capacity
|
|
|
Revolving credit facility
|
|
May 2012*
|
|
$
|
3,000
|
|
|
$
|
350
|
|
|
$
|
176
|
|
|
$
|
526
|
|
|
$
|
2,474
|
|
Asset backed credit facility
|
|
October 2009
|
|
|
500
|
|
|
|
500
|
|
|
|
|
|
|
|
500
|
|
|
|
|
|
Committed lines
|
|
Various**
|
|
|
1,993
|
|
|
|
|
|
|
|
1,973
|
|
|
|
1,973
|
|
|
|
20
|
|
Uncommitted lines
|
|
Various
|
|
|
1,686
|
|
|
|
|
|
|
|
1,686
|
|
|
|
1,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
7,179
|
|
|
$
|
850
|
|
|
$
|
3,835
|
|
|
$
|
4,685
|
|
|
$
|
2,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
$75 million of capacity
expires in May 2011. |
|
** |
|
Committed lines have expiration
dates ranging from 2009 through 2011. |
The Corporation maintains a $3.0 billion syndicated,
revolving credit facility (the facility), of which
$2,925 million is committed through May 2012. The facility
can be used for borrowings and letters of credit. At
December 31, 2008, additional available capacity under the
facility was $2,474 million.
The Corporation has a
364-day
asset-backed credit facility securitized by certain accounts
receivable from its Marketing and Refining operations. Under the
terms of this financing arrangement, the Corporation has the
ability to borrow or issue letters of credit up to
$500 million, subject to the availability of sufficient
levels of eligible receivables. At December 31, 2008,
outstanding borrowings under this facility were collateralized
by $1,249 million of accounts receivable, which are held by
a wholly-owned subsidiary. These receivables are not available
to pay the general obligations of the Corporation before
repayment of outstanding borrowings under the asset-backed
facility. At December 31, 2008, $500 million of
outstanding borrowings under the asset-backed credit facility
are classified as long-term based on the Corporations
available capacity under the committed revolving credit facility.
In February 2009, the Corporation issued $250 million of
5 year senior unsecured notes with a coupon of 7% and
$1 billion of 10 year senior unsecured notes with a
coupon of 8.125%. The majority of the proceeds were used to
repay revolving credit debt and outstanding borrowings on other
credit facilities. The remainder of the proceeds is available
for working capital and other corporate purposes.
The Corporation also has a shelf registration under which it may
issue additional debt securities, warrants, common stock or
preferred stock.
A loan agreement covenant based on the Corporations debt
to equity ratio allows the Corporation to borrow up to an
additional $16.6 billion for the construction or
acquisition of assets at December 31, 2008. The Corporation
has the ability to borrow up to an additional $2.8 billion
of secured debt at December 31, 2008 under the loan
agreement covenants.
In order to reduce credit risk, the Corporation has agreements
with counterparties to exchange collateral which is determined
based on the fair values of positions held under these
agreements. The Corporations $3.8 billion of letters
of credit outstanding at December 31, 2008 were primarily
issued to satisfy collateral requirements. Additionally, the
Corporation has posted cash collateral of approximately
$394 million and has received cash
30
collateral of approximately $705 million from its hedging
and trading counterparties. Changes in commodity prices can have
a material impact on collateral requirements under these
agreements.
Credit
Ratings
There are three major credit rating agencies that rate the
Corporations debt. All three agencies have currently
assigned an investment grade rating to the Corporations
debt. The interest rates and facility fees charged on the
Corporations credit facilities, as well as margin
requirements from non-trading and trading counterparties, are
subject to adjustment if the Corporations credit rating
changes.
Contractual
Obligations and Contingencies
Following is a table showing aggregated information about
certain contractual obligations at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
2010 and
|
|
2012 and
|
|
|
|
|
Total
|
|
2009
|
|
2011
|
|
2013
|
|
Thereafter
|
|
|
(Millions of dollars)
|
|
Long-term debt*
|
|
$
|
3,955
|
|
|
$
|
143
|
|
|
$
|
733
|
|
|
$
|
907
|
|
|
$
|
2,172
|
|
Operating leases
|
|
|
3,561
|
|
|
|
551
|
|
|
|
725
|
|
|
|
638
|
|
|
|
1,647
|
|
Purchase obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supply commitments
|
|
|
24,252
|
|
|
|
8,602
|
|
|
|
8,204
|
|
|
|
7,344
|
|
|
|
102
|
**
|
Capital expenditures
|
|
|
1,356
|
|
|
|
929
|
|
|
|
427
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
1,011
|
|
|
|
486
|
|
|
|
321
|
|
|
|
77
|
|
|
|
127
|
|
Other long-term liabilities
|
|
|
2,011
|
|
|
|
134
|
|
|
|
474
|
|
|
|
93
|
|
|
|
1,310
|
|
|
|
|
* |
|
At December 31, 2008, the
Corporations debt bears interest at a weighted average
rate of 6.7%. |
|
** |
|
The Corporation intends to
continue purchasing refined product supply from HOVENSA.
Estimated future purchases amount to approximately
$4.0 billion annually using year-end 2008 prices. |
In the preceding table, the Corporations supply
commitments include its estimated purchases of 50% of
HOVENSAs production of refined products, after anticipated
sales by HOVENSA to unaffiliated parties. The value of future
supply commitments will fluctuate based on prevailing market
prices at the time of purchase, the actual output from HOVENSA,
and the level of sales to unaffiliated parties. Also included
are term purchase agreements at market prices for additional
gasoline necessary to supply the Corporations retail
marketing system and feedstocks for the Port Reading refining
facility. In addition, the Corporation has commitments to
purchase refined products, natural gas and electricity to supply
contracted customers in its energy marketing business. These
commitments were computed based on year-end market prices.
The table also reflects future capital expenditures, including a
portion of the Corporations planned $3.2 billion
capital investment program for 2009 that is contractually
committed at December 31, 2008. Obligations for operating
expenses include commitments for transportation, seismic
purchases, oil and gas production expenses and other normal
business expenses. Other long-term liabilities reflect
contractually committed obligations on the balance sheet at
December 31, 2008, including asset retirement obligations,
pension plan liabilities and anticipated obligations for
uncertain income tax positions.
The Corporation and certain of its subsidiaries lease gasoline
stations, drilling rigs, tankers, office space and other assets
for varying periods under leases accounted for as operating
leases. During 2007, the Corporation entered into a lease
agreement for a new drillship and related support services for
use in its global deepwater exploration and development
activities beginning in the middle of 2009. The total payments
under this five year contract are expected to be approximately
$950 million.
The Corporation has a contingent purchase obligation, expiring
in April 2010, to acquire the remaining interest in WilcoHess, a
retail gasoline station joint venture, for approximately
$175 million as of December 31, 2008.
The Corporation guarantees the payment of up to 50% of
HOVENSAs crude oil purchases from certain suppliers other
than PDVSA. The amount of the Corporations guarantee
fluctuates based on the volume of crude oil
31
purchased and related prices and at December 31, 2008
amounted to $78 million. In addition, the Corporation has
agreed to provide funding up to a maximum of $15 million to
the extent HOVENSA does not have funds to meet its senior debt
obligations.
The Corporation is contingently liable under letters of credit
and under guarantees of the debt of other entities directly
related to its business, as follows:
|
|
|
|
|
|
|
Total
|
|
|
|
(Millions of
|
|
|
|
dollars)
|
|
|
Letters of credit
|
|
$
|
126
|
|
Guarantees
|
|
|
93
|
|
|
|
|
|
|
|
|
$
|
219
|
|
|
|
|
|
|
Off-Balance
Sheet Arrangements
The Corporation has leveraged leases not included in its balance
sheet, primarily related to retail gasoline stations that the
Corporation operates. The net present value of these leases is
$491 million at December 31, 2008 compared with
$493 million at December 31, 2007. The
Corporations December 31, 2008 debt to capitalization
ratio would increase from 24.3% to 26.5% if these leases were
included as debt.
See also Note 4, Refining Joint Venture, and
Note 16, Guarantees and Contingencies, in the
notes to the financial statements.
Foreign
Operations
The Corporation conducts exploration and production activities
principally in Algeria, Australia, Azerbaijan, Brazil, Denmark,
Egypt, Equatorial Guinea, Gabon, Ghana, Indonesia, Libya,
Malaysia, Norway, Peru, Russia, Thailand, the United Kingdom and
the United States. Therefore, the Corporation is subject to the
risks associated with foreign operations, including political
risk, tax law changes, and currency risk.
HOVENSA owns and operates a refinery in the United States Virgin
Islands. In 2002, there was a political disruption in Venezuela
that reduced the availability of Venezuelan crude oil used in
refining operations; however, this disruption did not have a
material adverse effect on the Corporations financial
position.
See also Item 1A. Risk Factors Related to Our Business
and Operations.
Accounting
Policies
Critical
Accounting Policies and Estimates
Accounting policies and estimates affect the recognition of
assets and liabilities on the Corporations balance sheet
and revenues and expenses on the income statement. The
accounting methods used can affect net income,
stockholders equity and various financial statement
ratios. However, the Corporations accounting policies
generally do not change cash flows or liquidity.
Accounting for Exploration and Development
Costs: Exploration and production activities
are accounted for using the successful efforts method. Costs of
acquiring unproved and proved oil and gas leasehold acreage,
including lease bonuses, brokers fees and other related
costs, are capitalized. Annual lease rentals, exploration
expenses and exploratory dry hole costs are expensed as
incurred. Costs of drilling and equipping productive wells,
including development dry holes, and related production
facilities are capitalized.
The costs of exploratory wells that find oil and gas reserves
are capitalized pending determination of whether proved reserves
have been found. Exploratory drilling costs remain capitalized
after drilling is completed if (1) the well has found a
sufficient quantity of reserves to justify completion as a
producing well and (2) sufficient progress is being made in
assessing the reserves and the economic and operating viability
of the project. If either of those criteria is not met, or if
there is substantial doubt about the economic or operational
viability of the project, the
32
capitalized well costs are charged to expense. Indicators of
sufficient progress in assessing reserves and the economic and
operating viability of a project include: commitment of project
personnel, active negotiations for sales contracts with
customers, negotiations with governments, operators and
contractors and firm plans for additional drilling and other
factors.
Crude Oil and Natural Gas Reserves: The
determination of estimated proved reserves is a significant
element in arriving at the results of operations of exploration
and production activities. The estimates of proved reserves
affect well capitalizations, the unit of production depreciation
rates of proved properties and wells and equipment, as well as
impairment testing of oil and gas assets and goodwill.
The Corporations oil and gas reserves are calculated in
accordance with SEC regulations and interpretations and the
requirements of the Financial Accounting Standards Board. For
reserves to be booked as proved they must be commercially
producible, government and project operator approvals must be
obtained and, depending on the amount of the project cost,
senior management or the board of directors must commit to fund
the project. The Corporations oil and gas reserve
estimation and reporting process involves an annual independent
third party reserve determination as well as internal technical
appraisals of reserves. The Corporation maintains its own
internal reserve estimates that are calculated by technical
staff that work directly with the oil and gas properties. The
Corporations technical staff updates reserve estimates
throughout the year based on evaluations of new wells,
performance reviews, new technical data and other studies. To
provide consistency throughout the Corporation, standard reserve
estimation guidelines, definitions, reporting reviews and
approval practices are used. The internal reserve estimates are
subject to internal technical audits and senior management
review.
The oil and gas reserve estimates reported in the Supplementary
Oil and Gas Data in accordance with Statement of Financial
Accounting Standards (FAS) 69 Disclosures about Oil and Gas
Producing Activities (FAS 69) are determined
independently by the consulting firm of DeGolyer and MacNaughton
(D&M) and are consistent with internal estimates. Annually,
the Corporation provides D&M with engineering, geological
and geophysical data, actual production histories and other
information necessary for the reserve determination. The
Corporations and D&Ms technical staffs meet to
review and discuss the information provided. Senior management
and the Board of Directors review the final reserve estimates
issued by D&M.
On December 31, 2008, the Securities and Exchange
Commission published a final rule which revises its oil and gas
reserve estimation and disclosure requirements. The revisions
are effective for filings on
Form 10-K
for fiscal years ending December 31, 2009. The Corporation
is evaluating the impact of these requirements on its oil and
gas reserve estimates and disclosures.
Impairment of Long-Lived Assets and
Goodwill: As explained below there are
significant differences in the way long-lived assets and
goodwill are evaluated and measured for impairment testing. The
Corporation reviews long-lived assets, including oil and gas
fields, for impairment whenever events or changes in
circumstances indicate that the carrying amounts may not be
recovered. Long-lived assets are tested based on identifiable
cash flows that are largely independent of the cash flows of
other assets and liabilities. If the carrying amounts of the
long-lived assets are not expected to be recovered by
undiscounted future net cash flow estimates, the assets are
impaired and an impairment loss is recorded. The amount of
impairment is based on the estimated fair value of the assets
generally determined by discounting anticipated future net cash
flows.
In the case of oil and gas fields, the present value of future
net cash flows is based on managements best estimate of
future prices, which is determined with reference to recent
historical prices and published forward prices, applied to
projected production volumes and discounted at a risk-adjusted
rate, The projected production volumes represent reserves,
including probable reserves, expected to be produced based on a
stipulated amount of capital expenditures. The production
volumes, prices and timing of production are consistent with
internal projections and other externally reported information.
Oil and gas prices used for determining asset impairments will
generally differ from those used in the standardized measure of
discounted future net cash flows, since the standardized measure
requires the use of actual prices on the last day of the year.
The Corporations impairment tests of long-lived
Exploration and Production producing assets are based on its
best estimates of future production volumes (including recovery
factors), selling prices, operating and capital costs, the
timing of future production and other factors, which are updated
each time an impairment test is performed. The
33
Corporation could have impairments if the projected production
volumes from oil and gas fields decrease, crude oil and natural
gas selling prices decline significantly for an extended period
or future estimated capital and operating costs increase
significantly.
In accordance with FAS 142, Goodwill and Other
Intangible Assets, the Corporations goodwill is not
amortized, but is tested for impairment at a reporting unit
level, which is an operating segment or one level below an
operating segment. The impairment test is conducted annually in
the fourth quarter or when events or changes in circumstances
indicate that the carrying amount of the goodwill may not be
recoverable. The reporting unit or units used to evaluate and
measure goodwill for impairment are determined primarily from
the manner in which the business is managed. The
Corporations goodwill is assigned to the Exploration and
Production operating segment and it expects that the benefits of
goodwill will be recovered through the operation of that segment.
The Corporations fair value estimate of the Exploration
and Production segment is the sum of: (1) the discounted
anticipated cash flows of producing assets and known
developments, (2) the estimated risk adjusted present value
of exploration assets, and (3) an estimated market premium
to reflect the market price an acquirer would pay for potential
synergies including cost savings, access to new business
opportunities, enterprise control, improved processes and
increased market share. The Corporation also considers the
relative market valuation of similar Exploration and Production
companies.
The determination of the fair value of the Exploration and
Production operating segment depends on estimates about oil and
gas reserves, future prices, timing of future net cash flows and
market premiums. Significant extended declines in crude oil and
natural gas prices or reduced reserve estimates could lead to a
decrease in the fair value of the Exploration and Production
operating segment that could result in an impairment of goodwill.
Because there are significant differences in the way long-lived
assets and goodwill are evaluated and measured for impairment
testing, there may be impairments of individual assets that
would not cause an impairment of the goodwill assigned to the
Exploration and Production segment.
Asset Retirement Obligations: The
Corporation has material legal obligations to remove and
dismantle long lived assets and to restore land or seabed at
certain exploration and production locations. In accordance with
generally accepted accounting principles, the Corporation
recognizes a liability for the fair value of required asset
retirement obligations. In addition, the fair value of any
legally required conditional asset retirement obligations is
recorded if the liability can be reasonably estimated. The
Corporation capitalizes such costs as a component of the
carrying amount of the underlying assets in the period in which
the liability is incurred. In order to measure these
obligations, the Corporation estimates the fair value of the
obligations by discounting the future payments that will be
required to satisfy the obligations. In determining these
estimates, the Corporation is required to make several
assumptions and judgments related to the scope of dismantlement,
timing of settlement, interpretation of legal requirements,
inflationary factors and discount rate. In addition, there are
other external factors which could significantly affect the
ultimate settlement costs for these obligations including:
changes in environmental regulations and other statutory
requirements, fluctuations in industry costs and foreign
currency exchange rates, and advances in technology. As a
result, the Corporations estimates of asset retirement
obligations are subject to revision due to the factors described
above. Changes in estimates prior to settlement result in
adjustments to both the liability and related asset values.
Derivatives: The Corporation utilizes
derivative instruments for both non-trading and trading
activities. In non-trading activities, the Corporation uses
futures, forwards, options and swaps, individually or in
combination to mitigate its exposure to fluctuations in the
prices of crude oil, natural gas, refined products and
electricity, and changes in foreign currency exchange rates. In
trading activities, the Corporation, principally through a
consolidated partnership, trades energy commodities and
derivatives, including futures, forwards, options and swaps,
based on expectations of future market conditions.
All derivative instruments are recorded at fair value in the
Corporations balance sheet. The Corporations policy
for recognizing the changes in fair value of derivatives varies
based on the designation of the derivative. The changes in fair
value of derivatives that are not designated as hedges under
FAS 133, Accounting for Derivative Instruments and
Hedging Activities, are recognized currently in earnings.
Derivatives may be designated as hedges of expected future cash
flows or forecasted transactions (cash flow hedges) or hedges of
firm commitments (fair
34
value hedges). The effective portion of changes in fair value of
derivatives that are designated as cash flow hedges is recorded
as a component of other comprehensive income (loss). Amounts
included in accumulated other comprehensive income (loss) for
cash flow hedges are reclassified into earnings in the same
period that the hedged item is recognized in earnings. The
ineffective portion of changes in fair value of derivatives
designated as cash flow hedges is recorded currently in
earnings. Changes in fair value of derivatives designated as
fair value hedges are recognized currently in earnings. The
change in fair value of the related hedged commitment is
recorded as an adjustment to its carrying amount and recognized
currently in earnings.
Derivatives that are designated as either cash flow or fair
value hedges are tested for effectiveness prospectively before
they are executed and both prospectively and retrospectively on
an on-going basis to determine whether they continue to qualify
for hedge accounting. The prospective and retrospective
effectiveness calculations are performed using either historical
simulation or other statistical models, which utilize historical
observable market data consisting of futures curves and spot
prices.
Fair Value Measurements: The
Corporations derivative instruments and supplemental
pension plan investments are carried at fair value, with changes
in fair value recognized in earnings or other comprehensive
income each period. In determining fair value, the Corporation
uses various valuation approaches, including the market and
income approaches. The Corporations fair value
measurements also include non-performance risk and time value of
money considerations. Counterparty credit is considered for
receivable balances, and the Corporations credit is
considered for accrued liabilities.
The Corporation adopted the provisions of FAS 157, Fair
Value Measurements (FAS 157), effective January 1,
2008. FAS 157 establishes a hierarchy for the inputs used
to measure fair value based on the source of the input, which
generally range from quoted prices for identical instruments in
a principal trading market (Level 1) to estimates
determined using related market data (Level 3). Multiple
inputs may be used to measure fair value, however, the level of
fair value for each financial asset or liability is based on the
lowest significant input level within this fair value hierarchy.
Details on the methods and assumptions used to determine the
fair values of the financial assets and liabilities are as
follows:
Fair value measurements based on Level 1
inputs:
Measurements that are most observable are based on quoted prices
of identical instruments obtained from the principal markets in
which they are traded. Closing prices are both readily available
and representative of fair value. Market transactions occur with
sufficient frequency and volume to assure liquidity. The fair
value of certain of the Corporations exchange traded
futures and options are considered Level 1. In addition,
fair values for the majority of the Corporations
supplemental pension plan investments are considered
Level 1, since they are determined using quotations from
national securities exchanges.
Fair value measurements based on Level 2
inputs:
Measurements derived indirectly from observable inputs or from
quoted prices from markets that are less liquid are considered
Level 2. Measurements based on Level 2 inputs include
over-the-counter derivative instruments that are priced on an
exchange traded curve, but have contractual terms that are not
identical to exchange traded contracts. The Corporation utilizes
fair value measurements based on Level 2 inputs for certain
forwards, swaps and options. The liability related to the
Corporations crude oil hedges is classified as
Level 2.
Fair value measurements based on Level 3
inputs:
Measurements that are least observable are estimated from
related market data, determined from sources with little or no
market activity for comparable contracts or are positions with
longer durations. For example, in its energy marketing business,
the Corporation sells natural gas and electricity to customers
and offsets the price exposure by purchasing forward contracts.
The fair value of these sales and purchases may be based on
specific prices at less liquid delivered locations, which are
classified as Level 3.
Income Taxes: Judgments are required in
the determination and recognition of income tax assets and
liabilities in the financial statements. These judgements
include the requirement to only recognize the financial
statement effect of a tax position when management believes that
it is more likely than not, that based on the technical merits,
the position will be sustained upon examination.
35
The Corporation has net operating loss carryforwards or credit
carryforwards in several jurisdictions, including the United
States, and has recorded deferred tax assets for those losses
and credits. Additionally, the Corporation has deferred tax
assets due to temporary differences between the book basis and
tax basis of certain assets and liabilities. Regular assessments
are made as to the likelihood of those deferred tax assets being
realized. If it is more likely than not that some or all of the
deferred tax assets will not be realized, a valuation allowance
is recorded to reduce the deferred tax assets to the amount that
is expected to be realized. In evaluating realizability of
deferred tax assets, the Corporation refers to the reversal
periods for temporary differences, available carryforward
periods for net operating losses and credit carryforwards,
estimates of future taxable income, the availability of tax
planning strategies, the existence of appreciated assets and
other factors. Estimates of future taxable income are based on
assumptions of oil and gas reserves and selling prices that are
consistent with the Corporations internal business
forecasts. The Corporation does not provide for deferred
U.S. income taxes applicable to undistributed earnings of
foreign subsidiaries that are indefinitely reinvested in foreign
operations.
Retirement Plans: The Corporation has
funded non-contributory defined benefit pension plans and an
unfunded supplemental pension plan. In accordance with
FAS 158, Employers Accounting For Defined Benefit
Pension and Other Postretirement Plans (FAS 158), the
Corporation recognizes on the balance sheet the net change in
the funded status of the projected benefit obligation for these
plans.
The determination of the obligations and expenses related to
these plans are based on several actuarial assumptions, the most
significant of which relate to the discount rate for measuring
the present value of future plan obligations; expected long-term
rates of return on plan assets; and rate of future increases in
compensation levels. These assumptions represent estimates made
by the Corporation, some of which can be affected by external
factors. For example, the discount rate used to estimate the
Corporations projected benefit obligation is based on a
portfolio of high-quality, fixed-income debt instruments with
maturities that approximate the expected payment of plan
obligations, while the expected return on plan assets is
developed from the expected future returns for each asset
category, weighted by the target allocation of pension assets to
that asset category. Changes in these assumptions can have a
material impact on the amounts reported in the
Corporations financial statements.
Changes
in Accounting Policies
As discussed on page 35, the Corporation adopted
FAS 157 effective January 1, 2008. The impact of
adopting FAS 157 was not material to the Corporations
results of operations. Upon adoption, the Corporation recorded a
reduction in the net deferred hedge losses reflected in
accumulated other comprehensive income, which increased
stockholders equity by $193 million, after income
taxes.
Effective December 31, 2008, the Corporation applied the
provisions of Emerging Issues Task Force
08-5,
Issuers Accounting for Liabilities Measured at Fair Value
with a Third-Party Credit Enhancement
(EITF 08-5).
Upon adoption, the Corporation revalued certain derivative
liabilities collateralized by letters of credit to reflect the
Corporations credit rating rather than the credit rating
of the issuing bank. The adoption resulted in an increase in
sales and other operating revenues of approximately
$13 million and an increase in other comprehensive income
of approximately $78 million, with a corresponding decrease
in derivative liabilities recorded within accounts payable.
Recently
Issued Accounting Standard
In December 2007, the FASB issued FAS 160,
Noncontrolling Interests in Consolidated Financial
Statements-an amendment of ARB No. 51 (FAS 160).
FAS 160 changes the accounting for and reporting of
noncontrolling interests in a subsidiary. The Corporation will
adopt the provisions of FAS 160 effective January 1,
2009 and estimates that adoption will result in a decrease in
other long term liabilities and an increase in
stockholders equity of approximately $85 million.
Environment,
Health and Safety
The Corporation has implemented a values-based,
socially-responsible strategy focused on improving environment,
health and safety performance and making a positive impact on
communities. The strategy is supported by the Corporations
environment, health, safety and social responsibility
(EHS & SR) policies and by
36
environment and safety management systems that help protect the
Corporations workforce, customers and local communities.
The Corporations management systems are designed to uphold
or exceed international standards and are intended to promote
internal consistency, adherence to policy objectives and
continual improvement in EHS & SR performance.
Improved performance may, in the short-term, increase the
Corporations operating costs and could also require
increased capital expenditures to reduce potential risks to
assets, reputation and license to operate. In addition to
enhanced EHS & SR performance, improved productivity
and operational efficiencies may be realized as collateral
benefits from investments in EHS & SR. The Corporation
has programs in place to evaluate regulatory compliance, audit
facilities, train employees, prevent and manage risks and
emergencies and to generally meet corporate EHS & SR
goals.
The Corporation and HOVENSA produce and the Corporation
distributes fuel oils in the United States. Proposals by state
regulatory agencies and legislatures have been made that would
require a lower sulfur content of fuel oils. If adopted, these
proposals could require capital expenditures by the Registrant
and HOVENSA to meet the required sulfur content standards.
As described in Item 3 Legal Proceedings, in
2003 the Corporation and HOVENSA began discussions with the
U.S. EPA regarding the EPAs Petroleum Refining
Initiative (PRI). The PRI is an ongoing program that is designed
to reduce certain air emissions at all U.S. refineries.
Since 2000, the EPA has entered into settlements addressing
these emissions with petroleum refining companies that control
nearly 90% of the domestic refining capacity. Negotiations with
the EPA are continuing and substantial progress has been made
toward resolving this matter for both the Corporation and
HOVENSA. While the effect on the Corporation of the Petroleum
Refining Initiative cannot be estimated until a final settlement
is reached and entered by a court, additional future capital
expenditures and operating expenses will likely be incurred over
a number of years. The amount of penalties, if any, is not
expected to be material to the Corporation.
The Corporation has undertaken a program to assess, monitor and
reduce the emission of greenhouse gases, including
carbon dioxide and methane. The Corporation recognizes that
climate change is a global environmental concern with
potentially significant consequences for society and the energy
industry. The Corporation is committed to the responsible
management of greenhouse gas emissions from our existing assets
and future developments and is developing and implementing a
strategy to control our carbon emissions.
The Corporation will have continuing expenditures for
environmental assessment and remediation. Sites where corrective
action may be necessary include gasoline stations, terminals,
onshore exploration and production facilities, refineries
(including solid waste management units under permits issued
pursuant to the Resource Conservation and Recovery Act) and,
although not currently significant, Superfund sites
where the Corporation has been named a potentially responsible
party.
The Corporation accrues for environmental assessment and
remediation expenses when the future costs are probable and
reasonably estimable. At year-end 2008, the Corporations
reserve for estimated environmental liabilities was
approximately $61 million. The Corporation expects that
existing reserves for environmental liabilities will adequately
cover costs to assess and remediate known sites. The
Corporations remediation spending was $23 million in
2008, $23 million in 2007 and $15 million in 2006.
Capital expenditures for facilities, primarily to comply with
federal, state and local environmental standards, other than for
the low sulfur requirements, were $15 million in 2008 and
$22 million in 2007 and 2006.
Forward-Looking
Information
Certain sections of Managements Discussion and Analysis of
Financial Condition and Results of Operations and Quantitative
and Qualitative Disclosures about Market Risk, including
references to the Corporations future results of
operations and financial position, liquidity and capital
resources, capital expenditures, oil and gas production, tax
rates, debt repayment, hedging, derivative, market risk and
environmental disclosures, off-balance sheet arrangements and
contractual obligations and contingencies include
forward-looking information. Forward-looking disclosures are
based on the Corporations current understanding and
assessment of these activities and reasonable assumptions about
the future. Actual results may differ from these disclosures
because of changes in market conditions, government actions and
other factors.
37
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
In the normal course of its business, the Corporation is exposed
to commodity risks related to changes in the price of crude oil,
natural gas, refined products and electricity, as well as to
changes in interest rates and foreign currency values. In the
disclosures that follow, these operations are referred to as
non-trading activities. The Corporation also has trading
operations, principally through a 50% voting interest in a
consolidated partnership that trades energy commodities. These
activities are also exposed to commodity risks primarily related
to the prices of crude oil, natural gas and refined products.
The following describes how these risks are controlled and
managed.
Controls: The Corporation maintains a
control environment under the direction of its chief risk
officer and through its corporate risk policy, which the
Corporations senior management has approved. Controls
include volumetric, term and
value-at-risk
limits. In addition, the chief risk officer must approve the use
of new instruments or commodities. Risk limits are monitored
daily and exceptions are reported to business units and to
senior management. The Corporations risk management
department also performs independent verifications of sources of
fair values and validations of valuation models. These controls
apply to all of the Corporations non-trading and trading
activities, including the consolidated trading partnership. The
Corporations treasury department is responsible for
administering foreign exchange rate and interest rate hedging
programs.
Instruments: The Corporation primarily
uses forward commodity contracts, foreign exchange forward
contracts, futures, swaps, options and energy commodity based
securities in its non-trading and trading activities. These
contracts are generally widely traded instruments with
standardized terms. The following describes these instruments
and how the Corporation uses them:
|
|
|
|
|
Forward Commodity Contracts: The Corporation
enters into contracts for the forward purchase and sale of
commodities. At settlement date, the notional value of the
contract is exchanged for physical delivery of the commodity.
Forward contracts that are designated as normal purchase and
sale contracts under FAS 133 are excluded from the
quantitative market risk disclosures.
|
|
|
|
Forward Foreign Exchange Contracts: The
Corporation enters into forward contracts primarily for the
British pound, the Norwegian krone, and the Danish krone, which
commit the Corporation to buy or sell a fixed amount of these
currencies at a predetermined exchange rate on a future date.
|
|
|
|
Exchange Traded Contracts: The Corporation
uses exchange traded contracts, including futures, on a number
of different underlying energy commodities. These contracts are
settled daily with the relevant exchange and may be subject to
exchange position limits.
|
|
|
|
Swaps: The Corporation uses financially
settled swap contracts with third parties as part of its hedging
and trading activities. Cash flows from swap contracts are
determined based on underlying commodity prices and are
typically settled over the life of the contract.
|
|
|
|
Options: Options on various underlying energy
commodities include exchange traded and third party contracts
and have various exercise periods. As a seller of options, the
Corporation receives a premium at the outset and bears the risk
of unfavorable changes in the price of the commodity underlying
the option. As a purchaser of options, the Corporation pays a
premium at the outset and has the right to participate in the
favorable price movements in the underlying commodities. These
premiums are a component of the fair value of the options.
|
|
|
|
Energy Securities: Energy securities include
energy related equity or debt securities issued by a company or
government or related derivatives on these securities.
|
38
Value-at-Risk: The
Corporation uses
value-at-risk
to monitor and control commodity risk within its trading and
non-trading activities. The
value-at-risk
model uses historical simulation and the results represent the
potential loss in fair value over one day at a 95% confidence
level. The model captures both first and second order
sensitivities for options. The following table summarizes the
value-at-risk
results for trading and non-trading activities. These results
may vary from time to time as strategies change in trading
activities or hedging levels change in non-trading activities.
|
|
|
|
|
|
|
|
|
|
|
Trading
|
|
Non-trading
|
|
|
Activities
|
|
Activities
|
|
|
(Millions of dollars)
|
|
2008
|
|
|
|
|
|
|
|
|
At December 31
|
|
$
|
17
|
|
|
$
|
13
|
|
Average
|
|
|
13
|
|
|
|
90
|
|
High
|
|
|
17
|
|
|
|
140
|
|
Low
|
|
|
11
|
|
|
|
13
|
|
2007
|
|
|
|
|
|
|
|
|
At December 31
|
|
$
|
10
|
|
|
$
|
72
|
|
Average
|
|
|
12
|
|
|
|
63
|
|
High
|
|
|
13
|
|
|
|
72
|
|
Low
|
|
|
10
|
|
|
|
54
|
|
Non-trading: The Corporations
non-trading activities may include hedging of crude oil and
natural gas production. Futures and swaps are used to fix the
selling prices of a portion of the Corporations future
production and the related gains or losses are an integral part
of the Corporations selling prices. In October 2008, the
Corporation closed its Brent crude oil hedge positions by
entering into offsetting contracts with the same counterparty
covering 24,000 barrels per day from 2009 through 2012 at a
per barrel price of $86.95 each year. The after-tax deferred
losses related to closed crude oil contracts will be recorded in
earnings as the contracts mature.
There were no hedges of WTI crude oil or natural gas production
at December 31, 2008. The Corporation also markets energy
commodities including refined petroleum products, natural gas
and electricity. The Corporation uses futures, swaps and options
to manage the risk in its marketing activities. Accumulated
other comprehensive income (loss) at December 31, 2008
includes after-tax deferred losses of $1,478 million
primarily related to closed crude oil contracts that were used
as hedges of exploration and production sales.
The Corporation uses foreign exchange contracts to reduce its
exposure to fluctuating foreign exchange rates by entering into
forward contracts for various currencies including the British
pound, the Norwegian krone and the Danish krone. At
December 31, 2008, the Corporation had $896 million of
notional value foreign exchange contracts maturing in 2009. The
fair value of the foreign exchange contracts was a payable of
$75 million at December 31, 2008. The change in fair
value of the foreign exchange contracts from a 20% change in
exchange rates is estimated to be approximately
$165 million at December 31, 2008.
The Corporations outstanding debt of $3,955 million
has a fair value of $3,883 million at December 31,
2008. A 15% decrease in the rate of interest would increase the
fair value of debt by approximately $85 million at
December 31, 2008.
Trading: In trading activities, the
Corporation is primarily exposed to changes in crude oil,
natural gas and refined product prices. The trading partnership
in which the Corporation has a 50% voting interest trades energy
commodities, securities and derivatives. The accounts of the
partnership are consolidated with those of the Corporation. The
Corporation also takes trading positions for its own account.
The information that follows represents 100% of the trading
partnership and the Corporations proprietary trading
accounts.
39
Gains or losses from sales of physical products are recorded at
the time of sale. Total realized gains (losses) on trading
activities amounted to $(317) million in 2008 and
$303 million in 2007. Derivative trading transactions are
marked-to-market and unrealized gains or losses are reflected in
income currently. The following table provides an assessment of
the factors affecting the changes in fair value of trading
activities and represents 100% of the trading partnership and
other trading activities.
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Fair value of contracts outstanding at the beginning of the year
|
|
$
|
154
|
|
|
$
|
365
|
|
Change in fair value of contracts outstanding at the beginning
of the year and still outstanding at the end of year
|
|
|
(257
|
)
|
|
|
193
|
|
Reversal of fair value for contracts closed during the year
|
|
|
42
|
|
|
|
(230
|
)
|
Fair value of contracts entered into during the year and still
outstanding
|
|
|
925
|
|
|
|
(174
|
)
|
|
|
|
|
|
|
|
|
|
Fair value of contracts outstanding at the end of the year
|
|
$
|
864
|
|
|
$
|
154
|
|
|
|
|
|
|
|
|
|
|
The Corporation measures fair value and summarizes the sources
of fair value for derivatives in accordance with the provisions
of FAS 157. See the discussion on page 35 for more
details on how the Corporation measures fair value.
The following table summarizes the sources of fair values of
derivatives used in the Corporations trading activities at
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 and
|
|
|
|
Total
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Beyond
|
|
|
|
(Millions of dollars)
|
|
|
Source of fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
$
|
35
|
|
|
$
|
(22
|
)
|
|
$
|
63
|
|
|
$
|
2
|
|
|
$
|
(8
|
)
|
Level 2
|
|
|
885
|
|
|
|
564
|
|
|
|
180
|
|
|
|
82
|
|
|
|
59
|
|
Level 3
|
|
|
(56
|
)
|
|
|
(42
|
)
|
|
|
(12
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
864
|
|
|
$
|
500
|
|
|
$
|
231
|
|
|
$
|
83
|
|
|
$
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the receivables net of cash
margin and letters of credit relating to the Corporations
trading activities and the credit ratings of counterparties at
December 31:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Investment grade determined by outside sources
|
|
$
|
263
|
|
|
$
|
364
|
|
Investment grade determined internally*
|
|
|
133
|
|
|
|
173
|
|
Less than investment grade
|
|
|
58
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
Fair value of net receivables outstanding at the end of the year
|
|
$
|
454
|
|
|
$
|
592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Based on information provided by
counterparties and other available sources. |
40
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
|
|
|
|
|
|
|
Page
|
|
|
|
Number
|
|
|
|
|
|
42
|
|
|
|
|
43
|
|
|
|
|
45
|
|
|
|
|
46
|
|
|
|
|
47
|
|
|
|
|
48
|
|
|
|
|
49
|
|
|
|
|
50
|
|
|
|
|
75
|
|
|
|
|
82
|
|
|
|
|
88
|
|
|
|
|
89
|
|
|
|
|
*
|
|
Schedules other than
Schedule II have been omitted because of the absence of the
conditions under which they are required or because the required
information is presented in the financial statements or the
notes thereto. |
41
Managements
Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Exchange Act
Rules 13a-15(f).
Under the supervision and with the participation of our
management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting,
as required by Section 404 of the Sarbanes-Oxley Act, based
on the framework in Internal Control Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our
evaluation, management concluded that our internal control over
financial reporting was effective as of December 31, 2008.
The Corporations independent registered public accounting
firm, Ernst & Young LLP, has audited the effectiveness
of the Corporations internal control over financial
reporting as of December 31, 2008, as stated in their
report, which is included herein.
|
|
|
|
|
|
|
By
|
|
/s/ John
P. Rielly
John
P. Rielly
Senior Vice President and
Chief Financial Officer
|
|
By
|
|
/s/ John
B. Hess
John
B. Hess
Chairman of the Board and
Chief Executive Officer
|
February 20, 2009
42
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Hess Corporation
We have audited Hess Corporations internal control over
financial reporting as of December 31, 2008, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). Hess
Corporations management is responsible for maintaining
effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over
financial reporting included in the accompanying
Managements Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the
Corporations internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed 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. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Hess Corporation maintained, in all material
respects, effective internal control over financial reporting as
of December 31, 2008 based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheet of Hess Corporation and consolidated
subsidiaries as of December 31, 2008 and 2007, and the
related statements of consolidated income, cash flows,
stockholders equity and comprehensive income of Hess
Corporation and consolidated subsidiaries for each of the three
years in the period ended December 31, 2008, and our report
dated February 20, 2009 expressed an unqualified opinion
thereon.
February 20, 2009
New York, New York
43
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Hess Corporation
We have audited the accompanying consolidated balance sheet of
Hess Corporation and consolidated subsidiaries as of
December 31, 2008 and 2007, and the related statements of
consolidated income, cash flows, stockholders equity and
comprehensive income for each of the three years in the period
ended December 31, 2008. Our audits also included the
Financial Statement Schedule listed in the Index at Item 8.
These financial statements and schedule are the responsibility
of the Corporations management. Our responsibility is to
express an opinion on these financial statements and schedule
based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Hess Corporation and consolidated
subsidiaries at December 31, 2008 and 2007, and the
consolidated results of their operations and their cash flows
for each of the three years in the period ended
December 31, 2008, in conformity with U.S. generally
accepted accounting principles. Also, in our opinion, the
related Financial Statement Schedule, when considered in
relation to the consolidated financial statements taken as a
whole, presents fairly in all material respects, the information
set forth therein.
As discussed in Note 1 to the consolidated financial
statements, the Corporation adopted FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes,
effective January 1, 2007.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), Hess
Corporations internal control over financial reporting as
of December 31, 2008, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our
report dated February 20, 2009 expressed an unqualified
opinion thereon.
February 20, 2009
New York, New York
44
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars; thousands of shares)
|
|
|
ASSETS
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
908
|
|
|
$
|
607
|
|
Accounts receivable
|
|
|
|
|
|
|
|
|
Trade
|
|
|
4,059
|
|
|
|
4,527
|
|
Other
|
|
|
238
|
|
|
|
181
|
|
Inventories
|
|
|
1,308
|
|
|
|
1,250
|
|
Other current assets
|
|
|
819
|
|
|
|
361
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
7,332
|
|
|
|
6,926
|
|
|
|
|
|
|
|
|
|
|
INVESTMENTS IN AFFILIATES
|
|
|
|
|
|
|
|
|
HOVENSA L.L.C.
|
|
|
919
|
|
|
|
933
|
|
Other
|
|
|
208
|
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
Total investments in affiliates
|
|
|
1,127
|
|
|
|
1,117
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
Exploration and Production
|
|
|
25,332
|
|
|
|
22,903
|
|
Marketing, Refining and Corporate
|
|
|
2,105
|
|
|
|
1,928
|
|
|
|
|
|
|
|
|
|
|
Total at cost
|
|
|
27,437
|
|
|
|
24,831
|
|
Less reserves for depreciation, depletion, amortization and
lease impairment
|
|
|
11,166
|
|
|
|
10,197
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment net
|
|
|
16,271
|
|
|
|
14,634
|
|
|
|
|
|
|
|
|
|
|
GOODWILL
|
|
|
1,225
|
|
|
|
1,225
|
|
DEFERRED INCOME TAXES
|
|
|
2,292
|
|
|
|
1,873
|
|
OTHER ASSETS
|
|
|
342
|
|
|
|
356
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
28,589
|
|
|
$
|
26,131
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
5,045
|
|
|
$
|
5,741
|
|
Accrued liabilities
|
|
|
1,905
|
|
|
|
1,638
|
|
Taxes payable
|
|
|
637
|
|
|
|
583
|
|
Current maturities of long-term debt
|
|
|
143
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
7,730
|
|
|
|
8,024
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT
|
|
|
3,812
|
|
|
|
3,918
|
|
DEFERRED INCOME TAXES
|
|
|
2,241
|
|
|
|
2,362
|
|
ASSET RETIREMENT OBLIGATIONS
|
|
|
1,164
|
|
|
|
1,016
|
|
OTHER LIABILITIES AND DEFERRED CREDITS
|
|
|
1,335
|
|
|
|
1,037
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
16,282
|
|
|
|
16,357
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Preferred stock, par value $1.00, 20,000 shares authorized
|
|
|
|
|
|
|
|
|
3% cumulative convertible series
|
|
|
|
|
|
|
|
|
Authorized: 330 shares
|
|
|
|
|
|
|
|
|
Issued: 2008 0 shares; 2007
284 shares
|
|
|
|
|
|
|
|
|
Common stock, par value $1.00
|
|
|
|
|
|
|
|
|
Authorized: 600,000 shares
|
|
|
|
|
|
|
|
|
Issued: 2008 326,133 shares; 2007
320,600 shares
|
|
|
326
|
|
|
|
321
|
|
Capital in excess of par value
|
|
|
2,347
|
|
|
|
1,882
|
|
Retained earnings
|
|
|
11,642
|
|
|
|
9,412
|
|
Accumulated other comprehensive income (loss)
|
|
|
(2,008
|
)
|
|
|
(1,841
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
12,307
|
|
|
|
9,774
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
|
$
|
28,589
|
|
|
$
|
26,131
|
|
|
|
|
|
|
|
|
|
|
The consolidated financial statements reflect the successful
efforts method of accounting for oil and gas exploration and
production activities.
See accompanying notes to consolidated financial statements.
45
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions, except per share data)
|
|
|
REVENUES AND NON-OPERATING INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales (excluding excise taxes) and other operating revenues
|
|
$
|
41,165
|
|
|
$
|
31,647
|
|
|
$
|
28,067
|
|
Equity in income of HOVENSA L.L.C.
|
|
|
44
|
|
|
|
176
|
|
|
|
201
|
|
Gain on asset sales
|
|
|
|
|
|
|
21
|
|
|
|
369
|
|
Other, net
|
|
|
(115
|
)
|
|
|
80
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues and non-operating income
|
|
|
41,094
|
|
|
|
31,924
|
|
|
|
28,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold (excluding items shown separately below)
|
|
|
29,595
|
|
|
|
22,573
|
|
|
|
19,912
|
|
Production expenses
|
|
|
1,872
|
|
|
|
1,581
|
|
|
|
1,250
|
|
Marketing expenses
|
|
|
1,025
|
|
|
|
944
|
|
|
|
940
|
|
Exploration expenses, including dry holes and lease impairment
|
|
|
725
|
|
|
|
515
|
|
|
|
552
|
|
Other operating expenses
|
|
|
209
|
|
|
|
161
|
|
|
|
122
|
|
General and administrative expenses
|
|
|
672
|
|
|
|
614
|
|
|
|
471
|
|
Interest expense
|
|
|
267
|
|
|
|
256
|
|
|
|
201
|
|
Depreciation, depletion and amortization
|
|
|
2,029
|
|
|
|
1,576
|
|
|
|
1,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
36,394
|
|
|
|
28,220
|
|
|
|
24,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
4,700
|
|
|
|
3,704
|
|
|
|
4,046
|
|
Provision for income taxes
|
|
|
2,340
|
|
|
|
1,872
|
|
|
|
2,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
2,360
|
|
|
$
|
1,832
|
|
|
$
|
1,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME APPLICABLE TO COMMON SHAREHOLDERS
|
|
$
|
2,360
|
|
|
$
|
1,832
|
|
|
$
|
1,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC NET INCOME PER SHARE
|
|
$
|
7.35
|
|
|
$
|
5.86
|
|
|
$
|
6.75
|
|
DILUTED NET INCOME PER SHARE
|
|
$
|
7.24
|
|
|
$
|
5.74
|
|
|
$
|
6.08
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
(DILUTED)
|
|
|
325.8
|
|
|
|
319.3
|
|
|
|
315.7
|
|
See accompanying notes to consolidated financial statements.
46
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,360
|
|
|
$
|
1,832
|
|
|
$
|
1,920
|
|
Adjustments to reconcile net income to net cash provided by
operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization
|
|
|
2,029
|
|
|
|
1,576
|
|
|
|
1,224
|
|
Exploratory dry hole costs
|
|
|
210
|
|
|
|
65
|
|
|
|
241
|
|
Lease impairment
|
|
|
125
|
|
|
|
102
|
|
|
|
99
|
|
Pre-tax gain on asset sales
|
|
|
|
|
|
|
(21
|
)
|
|
|
(369
|
)
|
Provision (benefit) for deferred income taxes
|
|
|
(57
|
)
|
|
|
(33
|
)
|
|
|
281
|
|
Distributed earnings of HOVENSA L.L.C., net
|
|
|
6
|
|
|
|
124
|
|
|
|
199
|
|
Changes in other operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in accounts receivable
|
|
|
357
|
|
|
|
(783
|
)
|
|
|
(179
|
)
|
Increase in inventories
|
|
|
(56
|
)
|
|
|
(254
|
)
|
|
|
(152
|
)
|
Increase (decrease) in accounts payable and accrued liabilities
|
|
|
(252
|
)
|
|
|
597
|
|
|
|
(44
|
)
|
Increase in taxes payable
|
|
|
61
|
|
|
|
134
|
|
|
|
47
|
|
Changes in other assets and liabilities
|
|
|
(216
|
)
|
|
|
168
|
|
|
|
224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
4,567
|
|
|
|
3,507
|
|
|
|
3,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(4,438
|
)
|
|
|
(3,578
|
)
|
|
|
(3,844
|
)
|
Proceeds from asset sales
|
|
|
|
|
|
|
93
|
|
|
|
444
|
|
Payments received on notes receivable
|
|
|
61
|
|
|
|
61
|
|
|
|
76
|
|
Other, net
|
|
|
(67
|
)
|
|
|
(50
|
)
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(4,444
|
)
|
|
|
(3,474
|
)
|
|
|
(3,289
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt with maturities of greater than 90 days
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
380
|
|
|
|
1,094
|
|
|
|
320
|
|
Repayments
|
|
|
(412
|
)
|
|
|
(886
|
)
|
|
|
(333
|
)
|
Cash dividends paid
|
|
|
(130
|
)
|
|
|
(127
|
)
|
|
|
(161
|
)
|
Employee stock options exercised, including income tax benefits
|
|
|
340
|
|
|
|
110
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
178
|
|
|
|
191
|
|
|
|
(134
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
301
|
|
|
|
224
|
|
|
|
68
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
|
607
|
|
|
|
383
|
|
|
|
315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
908
|
|
|
$
|
607
|
|
|
$
|
383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
47
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
|
(Millions of dollars; thousands of shares)
|
|
|
PREFERRED STOCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
284
|
|
|
$
|
|
|
|
|
324
|
|
|
$
|
|
|
|
|
13,824
|
|
|
$
|
14
|
|
Conversion of preferred stock to common stock
|
|
|
(284
|
)
|
|
|
|
|
|
|
(40
|
)
|
|
|
|
|
|
|
(13,500
|
)
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
|
|
|
|
|
|
|
|
284
|
|
|
|
|
|
|
|
324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
320,600
|
|
|
|
321
|
|
|
|
315,018
|
|
|
|
315
|
|
|
|
279,197
|
|
|
|
279
|
|
Activity related to restricted common stock awards, net
|
|
|
1,148
|
|
|
|
1
|
|
|
|
941
|
|
|
|
1
|
|
|
|
903
|
|
|
|
1
|
|
Employee stock options exercised
|
|
|
3,852
|
|
|
|
4
|
|
|
|
4,566
|
|
|
|
5
|
|
|
|
1,283
|
|
|
|
1
|
|
Conversion of preferred stock to common stock
|
|
|
533
|
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
33,635
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
326,133
|
|
|
|
326
|
|
|
|
320,600
|
|
|
|
321
|
|
|
|
315,018
|
|
|
|
315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL IN EXCESS OF PAR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
|
|
|
|
1,882
|
|
|
|
|
|
|
|
1,689
|
|
|
|
|
|
|
|
1,656
|
|
Activity related to restricted common stock awards, net
|
|
|
|
|
|
|
145
|
|
|
|
|
|
|
|
50
|
|
|
|
|
|
|
|
36
|
|
Employee stock options, including income tax benefits
|
|
|
|
|
|
|
320
|
|
|
|
|
|
|
|
143
|
|
|
|
|
|
|
|
68
|
|
Conversion of preferred stock to common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20
|
)
|
Reclassification resulting from adoption of FAS 123R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
|
|
|
|
2,347
|
|
|
|
|
|
|
|
1,882
|
|
|
|
|
|
|
|
1,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RETAINED EARNINGS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
|
|
|
|
9,412
|
|
|
|
|
|
|
|
7,707
|
|
|
|
|
|
|
|
5,946
|
|
Net income
|
|
|
|
|
|
|
2,360
|
|
|
|
|
|
|
|
1,832
|
|
|
|
|
|
|
|
1,920
|
|
Dividends declared on common stock
|
|
|
|
|
|
|
(130
|
)
|
|
|
|
|
|
|
(127
|
)
|
|
|
|
|
|
|
(115
|
)
|
Dividends on preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
|
|
|
|
11,642
|
|
|
|
|
|
|
|
9,412
|
|
|
|
|
|
|
|
7,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
|
|
|
|
(1,841
|
)
|
|
|
|
|
|
|
(1,564
|
)
|
|
|
|
|
|
|
(1,526
|
)
|
Net other comprehensive income (loss)
|
|
|
|
|
|
|
(167
|
)
|
|
|
|
|
|
|
(277
|
)
|
|
|
|
|
|
|
104
|
|
Cumulative effect of adoption of FAS 158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(142
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
|
|
|
|
(2,008
|
)
|
|
|
|
|
|
|
(1,841
|
)
|
|
|
|
|
|
|
(1,564
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEFERRED COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51
|
)
|
Reclassification resulting from adoption of FAS 123R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS EQUITY at December 31
|
|
|
|
|
|
$
|
12,307
|
|
|
|
|
|
|
$
|
9,774
|
|
|
|
|
|
|
$
|
8,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
48
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
COMPONENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,360
|
|
|
$
|
1,832
|
|
|
$
|
1,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred gains (losses) on cash flow hedges, after tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of hedge losses recognized in income
|
|
|
342
|
|
|
|
325
|
|
|
|
345
|
|
Net change in fair value of cash flow hedges
|
|
|
(341
|
)
|
|
|
(659
|
)
|
|
|
(379
|
)
|
Effect of adoption of FAS 157
|
|
|
193
|
|
|
|
|
|
|
|
|
|
Change in retirement plan liabilities, after tax
|
|
|
(241
|
)
|
|
|
17
|
|
|
|
90
|
|
Change in foreign currency translation adjustment and other
|
|
|
(120
|
)
|
|
|
40
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other comprehensive income (loss)
|
|
|
(167
|
)
|
|
|
(277
|
)
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
$
|
2,193
|
|
|
$
|
1,555
|
|
|
$
|
2,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
49
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
|
|
1.
|
Summary
of Significant Accounting Policies
|
Nature of Business: Hess Corporation
and subsidiaries (the Corporation) engage in the exploration for
and the development, production, purchase, transportation and
sale of crude oil and natural gas. These activities are
conducted principally in Algeria, Australia, Azerbaijan, Brazil,
Denmark, Egypt, Equatorial Guinea, Gabon, Ghana, Indonesia,
Libya, Malaysia, Norway, Peru, Russia, Thailand, the United
Kingdom and the United States. In addition, the Corporation
manufactures, purchases, transports, trades and markets refined
petroleum and other energy products. The Corporation owns 50% of
HOVENSA L.L.C. (HOVENSA), a refinery joint venture in the United
States Virgin Islands. An additional refining facility,
terminals and retail gasoline stations, most of which include
convenience stores, are located on the East Coast of the United
States.
In preparing financial statements in conformity with
U.S. generally accepted accounting principles (GAAP),
management makes estimates and assumptions that affect the
reported amounts of assets and liabilities in the balance sheet
and revenues and expenses in the income statement. Actual
results could differ from those estimates. Among the estimates
made by management are oil and gas reserves, asset valuations,
depreciable lives, pension liabilities, legal and environmental
obligations, asset retirement obligations and income taxes.
Principles of Consolidation: The
consolidated financial statements include the accounts of Hess
Corporation and entities in which the Corporation owns more than
a 50% voting interest or entities that the Corporation controls.
The Corporations undivided interests in unincorporated oil
and gas exploration and production ventures are proportionately
consolidated.
Investments in affiliated companies, 20% to 50% owned, including
HOVENSA, are stated at cost of acquisition plus the
Corporations equity in undistributed net income since
acquisition. The Corporation consolidates the trading
partnership in which it owns a 50% voting interest and over
which it exercises control.
Intercompany transactions and accounts are eliminated in
consolidation.
Revenue Recognition: The Corporation
recognizes revenues from the sale of crude oil, natural gas,
petroleum products and other merchandise when title passes to
the customer. Sales are reported net of excise and similar taxes
in the consolidated statement of income. The Corporation
recognizes revenues from the production of natural gas
properties based on sales to customers. Differences between
natural gas volumes sold and the Corporations share of
natural gas production are not material. Revenues from natural
gas and electricity sales by the Corporations marketing
operations are recognized based on meter readings and estimated
deliveries to customers since the last meter reading.
In its exploration and production activities, the Corporation
enters into crude oil purchase and sale transactions with the
same counterparty that are entered into in contemplation of one
another for the primary purpose of changing location or quality.
Similarly, in its marketing activities, the Corporation also
enters into refined product purchase and sale transactions with
the same counterparty. These arrangements are reported net in
sales and other operating revenues in the consolidated statement
of income.
Derivatives: The Corporation utilizes
derivative instruments for both non-trading and trading
activities. In non-trading activities, the Corporation uses
futures, forwards, options and swaps, individually or in
combination, to mitigate its exposure to fluctuations in prices
of crude oil, natural gas, refined products and electricity, and
changes in foreign currency exchange rates. In trading
activities, the Corporation, principally through a consolidated
partnership, trades energy commodities derivatives, including
futures, forwards, options and swaps based on expectations of
future market conditions.
All derivative instruments are recorded at fair value in the
Corporations balance sheet. The Corporations policy
for recognizing the changes in fair value of derivatives varies
based on the designation of the derivative. The changes in fair
value of derivatives that are not designated as hedges under
FAS 133, Accounting for Derivative Instruments and
Hedging Activities, are recognized currently in earnings.
Derivatives may be designated as hedges of expected future cash
flows or forecasted transactions (cash flow hedges) or hedges of
firm commitments (fair
50
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
value hedges). The effective portion of changes in fair value of
derivatives that are designated as cash flow hedges is recorded
as a component of other comprehensive income (loss). Amounts
included in accumulated other comprehensive income (loss) for
cash flow hedges are reclassified into earnings in the same
period that the hedged item is recognized in earnings. The
ineffective portion of changes in fair value of derivatives
designated as cash flow hedges is recorded currently in
earnings. Changes in fair value of derivatives designated as
fair value hedges are recognized currently in earnings. The
change in fair value of the related hedged commitment is
recorded as an adjustment to its carrying amount and recognized
currently in earnings.
Cash and Cash Equivalents: Cash
equivalents consist of highly liquid investments, which are
readily convertible into cash and have maturities of three
months or less when acquired.
Inventories: Inventories are valued at
the lower of cost or market. For refined product inventories
valued at cost, the Corporation uses principally the
last-in,
first-out (LIFO) inventory method. For the remaining
inventories, cost is generally determined using average actual
costs.
Exploration and Development
Costs: Exploration and production activities
are accounted for using the successful efforts method. Costs of
acquiring unproved and proved oil and gas leasehold acreage,
including lease bonuses, brokers fees and other related
costs, are capitalized. Annual lease rentals, exploration
expenses and exploratory dry hole costs are expensed as
incurred. Costs of drilling and equipping productive wells,
including development dry holes, and related production
facilities are capitalized.
The costs of exploratory wells that find oil and gas reserves
are capitalized pending determination of whether proved reserves
have been found. In accordance with Financial Accounting
Standards Board (FASB) Staff
Position 19-1,
Accounting for Suspended Well Costs, which amended
FAS 19, Financial Accounting and Reporting by Oil and
Gas Producing Companies (FAS 19), exploratory drilling
costs remain capitalized after drilling is completed if
(1) the well has found a sufficient quantity of reserves to
justify completion as a producing well and (2) sufficient
progress is being made in assessing the reserves and the
economic and operating viability of the project. If either of
those criteria is not met, or if there is substantial doubt
about the economic or operational viability of a project, the
capitalized well costs are charged to expense. Indicators of
sufficient progress in assessing reserves and the economic and
operating viability of a project include commitment of project
personnel, active negotiations for sales contracts with
customers, negotiations with governments, operators and
contractors, firm plans for additional drilling and other
factors.
Depreciation, Depletion and
Amortization: The Corporation records
depletion expense for acquisition costs of proved properties
using the units of production method over proved oil and gas
reserves. Depreciation and depletion expense for oil and gas
production equipment and wells is calculated using the units of
production method over proved developed oil and gas reserves.
Depreciation of all other plant and equipment is determined on
the straight-line method based on estimated useful lives. Retail
gas stations and equipment related to a leased property, are
depreciated over the estimated useful lives not to exceed the
remaining lease period. Provisions for impairment of undeveloped
oil and gas leases are based on periodic evaluations and other
factors.
Capitalized Interest: Interest from
external borrowings is capitalized on material projects using
the weighted average cost of outstanding borrowings until the
project is substantially complete and ready for its intended
use, which for oil and gas assets is at first production from
the field. Capitalized interest is depreciated over the useful
lives of the assets in the same manner as the depreciation of
the underlying assets.
Asset Retirement Obligations: The
Corporation has material legal obligations to remove and
dismantle long-lived assets and to restore land or seabed at
certain exploration and production locations. The Corporation
accounts for asset retirement obligations as required by
FAS 143, Accounting for Asset Retirement Obligations
and FASB Interpretation 47, Accounting for Conditional
Asset Retirement Obligations. Under these standards, a
liability is recognized for the fair value of legally required
asset retirement obligations associated with long-lived assets
in the period in which the retirement obligations are incurred.
In addition, the fair value of any legally
51
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
required conditional asset retirement obligations is recorded if
the liability can be reasonably estimated. The Corporation
capitalizes the associated asset retirement costs as part of the
carrying amount of the long-lived assets.
Impairment of Long-Lived Assets: The
Corporation reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying
amounts may not be recovered. If the carrying amounts are not
expected to be recovered by undiscounted future cash flows, the
assets are impaired and an impairment loss is recorded. The
amount of impairment is based on the estimated fair value of the
assets generally determined by discounting anticipated future
net cash flows. In the case of oil and gas fields, the net
present value of future cash flows is based on managements
best estimate of future prices, which is determined with
reference to recent historical prices and published forward
prices, applied to projected production volumes and discounted
at a risk-adjusted rate. The projected production volumes
represent reserves, including probable reserves, expected to be
produced based on a stipulated amount of capital expenditures.
The production volumes, prices and timing of production are
consistent with internal projections and other externally
reported information. Oil and gas prices used for determining
asset impairments will generally differ from the year-end prices
used in the standardized measure of discounted future net cash
flows.
Impairment of Equity Investees: The
Corporation reviews equity method investments for impairment
whenever events or changes in circumstances indicate that an
other than temporary decline in value has occurred. The amount
of the impairment is based on quoted market prices, where
available, or other valuation techniques.
Impairment of Goodwill: In accordance
with FAS 142, Goodwill and Other Intangible Assets,
goodwill is not amortized; however, it is tested for impairment
annually in the fourth quarter or when events or changes in
circumstances indicate that the carrying amount of the goodwill
may not be recoverable. This impairment test is calculated at
the reporting unit level, which for the Corporations
goodwill is the Exploration and Production operating segment.
The Corporation identifies potential impairments by comparing
the fair value of the reporting unit to its book value,
including goodwill. If the fair value of the reporting unit
exceeds the carrying amount, goodwill is not impaired. If the
carrying value exceeds the fair value, the Corporation
calculates the possible impairment loss by comparing the implied
fair value of goodwill with the carrying amount. If the implied
fair value of goodwill is less than the carrying amount, an
impairment would be recorded.
Maintenance and Repairs: Maintenance
and repairs are expensed as incurred, including costs of
refinery turnarounds. Capital improvements are recorded as
additions in property, plant and equipment.
Effective January 1, 2007, the Corporation adopted
Financial Accounting Standards Board (FASB) Staff Position (FSP)
AUG AIR-1, Accounting for Planned Major Maintenance
Activities. This FSP eliminated the previously acceptable
accrue-in-advance
method of accounting for planned major maintenance. As required,
the Corporation retrospectively applied the provisions of this
FSP which resulted in a change of its method of accounting to
recognize expenses associated with refinery turnarounds when
such costs are incurred. The impact of adopting this FSP
increased previously reported 2006 earnings by $4 million
($.01 per diluted share). All prior period amounts in the
consolidated financial statements and accompanying notes reflect
this retrospective accounting change.
Environmental Expenditures: The
Corporation accrues and expenses environmental costs to
remediate existing conditions related to past operations when
the future costs are probable and reasonably estimable. The
Corporation capitalizes environmental expenditures that increase
the life or efficiency of property or that reduce or prevent
future adverse impacts to the environment.
Share-Based Compensation: The fair
value of all share-based compensation is expensed and recognized
on a straight-line basis over the vesting period of the awards
in accordance with FAS 123R, Share-Based Payment,
which was adopted on January 1, 2006.
Income Taxes: Deferred income taxes are
determined using the liability method. The Corporation regularly
assesses the realizability of deferred tax assets, based on
estimates of future taxable income, the availability of tax
52
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
planning strategies, the existence of appreciated assets, the
available carryforward periods for net operating losses and
other factors. If it is more likely than not that some or all of
the deferred tax assets will not be realized, a valuation
allowance is recorded to reduce the deferred tax assets to the
amount expected to be realized.
The Corporation adopted the provisions of FASB Interpretation
48, Accounting for Uncertainty in Income Taxes,
(FIN 48) on January 1, 2007. The impact of
adoption was not material to the Corporations financial
position, results of operations or cash flows. A deferred tax
asset of $28 million related to an acquired net operating
loss carryforward was recorded in accordance with FIN 48
and goodwill was reduced. In addition, effective with its
adoption of FIN 48, the Corporation recognizes the
financial statement effect of a tax position only when
management believes that it is more likely than not, that based
on the technical merits, the position will be sustained upon
examination. The Corporation does not provide for deferred
U.S. income taxes applicable to undistributed earnings of
foreign subsidiaries that are indefinitely reinvested in foreign
operations. The Corporation classifies interest and penalties
associated with uncertain tax positions as income tax expense.
Foreign Currency Translation: The
U.S. dollar is the functional currency (primary currency in
which business is conducted) for most foreign operations.
Adjustments resulting from translating monetary assets and
liabilities that are denominated in a non-functional currency
into the functional currency are recorded in other income. For
operations that do not use the U.S. dollar as the
functional currency, adjustments resulting from translating
foreign currency assets and liabilities into U.S. dollars
are recorded in a separate component of stockholders
equity titled accumulated other comprehensive income (loss).
Fair Value Measurements: The
Corporation adopted the provisions of FAS 157, Fair
Value Measurements (FAS 157), effective January 1,
2008. FAS 157 establishes a hierarchy for the inputs used
to measure fair value based on the source of the input, which
generally range from quoted prices for identical instruments in
a principal trading market (Level 1) to estimates
determined using related market data (Level 3). Multiple
inputs may be used to measure fair value, however, the level of
fair value for each financial asset or liability is based on the
lowest significant input level within this fair value hierarchy.
See Note 15, Fair Value Measurements, for more
details on the methods and assumptions used to determine the
fair values of the financial assets and liabilities.
The impact of adopting FAS 157 was not material to the
Corporations results of operations. Upon adoption, the
Corporation recorded a reduction in the net deferred hedge
losses reflected in accumulated other comprehensive income,
which increased stockholders equity by $193 million,
after income taxes.
Effective December 31, 2008, the Corporation applied the
provisions of Emerging Issues Task
Force 08-5,
Issuers Accounting for Liabilities Measured at Fair Value
with a Third-Party Credit Enhancement
(EITF 08-5).
Upon adoption, the Corporation revalued certain derivative
liabilities collateralized by letters of credit to reflect the
Corporations credit rating rather than the credit rating
of the issuing bank. The adoption resulted in an increase in
sales and other operating revenues of approximately
$13 million and an increase in accumulated other
comprehensive income of approximately $78 million, with a
corresponding decrease in derivative liabilities recorded within
accounts payable.
Retirement Plans: Effective
December 31, 2006, the Corporation adopted FAS 158,
Employers Accounting For Defined Benefit Pension and
Other Postretirement Plans, which required the recognition
of the underfunded status of defined benefit postretirement
plans on the balance sheet. For the Corporations pension
plans, the underfunded status is measured as the difference
between the fair value of plan assets and the projected benefit
obligation. For the Corporations postretirement medical
plan, the underfunded status represents the difference between
the fair value of plan assets and the accumulated postretirement
benefit obligation. The Corporation recognizes the net changes
in the funded status of these plans in the year in which such
changes occur.
Recently Issued Accounting Standard: In
December 2007, the FASB issued FAS 160, Noncontrolling
Interests in Consolidated Financial Statements an
amendment of ARB 51 (FAS 160). FAS 160 changes the
accounting for and reporting of noncontrolling interests in a
subsidiary. The Corporation will adopt the provisions
53
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of FAS 160 effective January 1, 2009 and estimates
that the impact of adoption will result in a decrease to other
long term liabilities and an increase to stockholders
equity of approximately $85 million.
|
|
2.
|
Acquisitions
and Divestitures
|
2008: In the third quarter of 2008, the
Corporation acquired the remaining 22.5% interest in its
Gabonese subsidiary for $285 million, of which
$210 million was allocated to proved properties. The
Corporation expanded its energy marketing business by acquiring
fuel oil, natural gas, and electricity customer accounts, and a
terminal and related assets, for an aggregate of approximately
$100 million.
2007: In the first quarter of 2007, the
Corporation completed the acquisition of a 28% interest in the
Genghis Khan oil and gas development located in the deepwater
Gulf of Mexico on Green Canyon Blocks 652 and 608 for
$371 million, of which $342 million was allocated to
proved and unproved properties and the remainder to wells and
equipment. This transaction was accounted for as an asset
acquisition. Genghis Khan has been unitized with the Shenzi
development.
During the second quarter of 2007, the Corporation completed the
sale of its interests in the Scott and Telford fields located in
the United Kingdom for $93 million and recorded a gain of
$21 million ($15 million after income taxes). At the
time of sale, these two fields were producing at a combined net
rate of 6,500 barrels of oil per day.
Inventories at December 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Crude oil and other charge stocks
|
|
$
|
383
|
|
|
$
|
338
|
|
Refined products and natural gas
|
|
|
988
|
|
|
|
1,577
|
|
Less: LIFO adjustment
|
|
|
(500
|
)
|
|
|
(1,029
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
871
|
|
|
|
886
|
|
Merchandise, materials and supplies
|
|
|
437
|
|
|
|
364
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,308
|
|
|
$
|
1,250
|
|
|
|
|
|
|
|
|
|
|
The percentage of LIFO inventory to total crude oil, refined
products and natural gas inventories was 60% and 69% at
December 31, 2008 and 2007, respectively. During 2007 the
Corporation reduced LIFO inventories, which are carried at lower
costs than current inventory costs. The effect of the LIFO
inventory liquidations was to decrease cost of products sold by
approximately $38 million ($24 million after income
taxes).
54
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
4.
|
Refining
Joint Venture
|
The Corporation has an investment in HOVENSA L.L.C., a 50% joint
venture with Petroleos de Venezuela, S.A. (PDVSA), which is
accounted for using the equity method. HOVENSA owns and operates
a refinery in the U.S. Virgin Islands. Summarized financial
information for HOVENSA as of December 31 and for the years then
ended follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Summarized Balance Sheet, at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
75
|
|
|
$
|
279
|
|
|
$
|
290
|
|
Other current assets
|
|
|
664
|
|
|
|
1,183
|
|
|
|
943
|
|
Net fixed assets
|
|
|
2,136
|
|
|
|
2,181
|
|
|
|
2,123
|
|
Other assets
|
|
|
58
|
|
|
|
62
|
|
|
|
32
|
|
Current liabilities
|
|
|
(679
|
)
|
|
|
(1,459
|
)
|
|
|
(1,013
|
)
|
Long-term debt
|
|
|
(356
|
)
|
|
|
(356
|
)
|
|
|
(252
|
)
|
Deferred liabilities and credits
|
|
|
(104
|
)
|
|
|
(75
|
)
|
|
|
(70
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners equity
|
|
$
|
1,794
|
|
|
$
|
1,815
|
|
|
$
|
2,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summarized Income Statement, for the years ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
17,480
|
|
|
$
|
13,396
|
|
|
$
|
11,788
|
|
Costs and expenses
|
|
|
(17,385
|
)
|
|
|
(13,039
|
)
|
|
|
(11,381
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
95
|
|
|
$
|
357
|
|
|
$
|
407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hess Corporations share*
|
|
$
|
44
|
|
|
$
|
176
|
|
|
$
|
201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summarized Cash Flow Statement, for the years ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
(20
|
)
|
|
$
|
654
|
|
|
$
|
484
|
|
Investing activities
|
|
|
(85
|
)
|
|
|
(165
|
)
|
|
|
(10
|
)
|
Financing activities
|
|
|
(99
|
)
|
|
|
(500
|
)
|
|
|
(796
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
$
|
(204
|
)
|
|
$
|
(11
|
)
|
|
$
|
(322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Before Virgin Islands income
taxes, which were recorded in the Corporations income tax
provision. |
The Corporation received cash distributions from HOVENSA of
$50 million, $300 million and $400 million during
2008, 2007 and 2006, respectively. The Corporations share
of HOVENSAs undistributed income aggregated
$206 million at December 31, 2008.
The Corporation guarantees the payment of up to 50% of the value
of HOVENSAs crude oil purchases from certain suppliers
other than PDVSA. The guarantee amounted to $78 million at
December 31, 2008. This amount fluctuates based on the
volume of crude oil purchased and the related crude oil prices.
In addition, the Corporation has agreed to provide funding up to
$15 million to the extent HOVENSA does not have funds to
meet its senior debt obligations.
At formation of the joint venture in 1999, PDVSA V.I., a
wholly-owned subsidiary of PDVSA, purchased a 50% interest in
the fixed assets of the Corporations Virgin Islands
refinery for $62.5 million in cash and a
10-year note
from PDVSA V.I. for $562.5 million bearing interest at
8.46% per annum and requiring principal payments over its term.
The principal balance of the note was $15 million and
$76 million at December 31, 2008 and 2007,
respectively, which was fully repaid in February 2009.
55
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5.
|
Property,
Plant and Equipment
|
Property, plant and equipment at December 31 consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Exploration and Production
|
|
|
|
|
|
|
|
|
Unproved properties
|
|
$
|
2,265
|
|
|
$
|
1,688
|
|
Proved properties
|
|
|
3,009
|
|
|
|
3,350
|
|
Wells, equipment and related facilities
|
|
|
20,058
|
|
|
|
17,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,332
|
|
|
|
22,903
|
|
Marketing, Refining and Corporate
|
|
|
2,105
|
|
|
|
1,928
|
|
|
|
|
|
|
|
|
|
|
Total at cost
|
|
|
27,437
|
|
|
|
24,831
|
|
Less: reserves for depreciation, depletion, amortization and
lease impairment
|
|
|
11,166
|
|
|
|
10,197
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment net
|
|
$
|
16,271
|
|
|
$
|
14,634
|
|
|
|
|
|
|
|
|
|
|
In 2008, the Corporation recorded asset impairments at fields
located in the United States and U.K. North Sea totaling
$30 million ($17 million after income taxes). In 2007
the Corporation recorded asset impairments at two mature fields
in the U.K. North Sea totaling $112 million
($56 million after income taxes). These impairments are
reflected in depreciation, depletion and amortization.
At December 31, 2008, the Corporation has classified its
Gabonese assets as held for sale. As a result, the net book
value of $452 million at December 31, 2008 was
reclassified to other current assets. In addition,
$169 million of asset retirement obligations and deferred
income taxes were reclassified to accrued liabilities.
The following table discloses the amount of capitalized
exploratory well costs pending determination of proved reserves
at December 31, and the changes therein during the
respective years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Beginning balance at January 1
|
|
$
|
608
|
|
|
$
|
399
|
|
|
$
|
244
|
|
Additions to capitalized exploratory well costs pending the
determination of proved reserves
|
|
|
560
|
|
|
|
229
|
|
|
|
299
|
|
Reclassifications to wells, facilities, and equipment based on
the determination of proved reserves
|
|
|
(67
|
)
|
|
|
(20
|
)
|
|
|
(144
|
)
|
Capitalized exploratory well costs charged to expense
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance at December 31
|
|
$
|
1,094
|
|
|
$
|
608
|
|
|
$
|
399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of wells at end of year
|
|
|
45
|
|
|
|
30
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The preceding table excludes exploratory dry hole costs of
$203 million, $65 million and $241 million in
2008, 2007 and 2006, respectively, which were incurred and
subsequently expensed in the same year.
At December 31, 2008, exploratory drilling costs
capitalized in excess of one year past completion of drilling
were as follows (in millions):
|
|
|
|
|
2007
|
|
$
|
109
|
|
2006
|
|
|
216
|
|
2003 to 2005
|
|
|
56
|
|
|
|
|
|
|
|
|
$
|
381
|
|
|
|
|
|
|
56
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The capitalized well costs in excess of one year relate to 10
projects. Approximately 80% of the costs relates to the Pony and
Tubular Bells projects in the deepwater Gulf of Mexico where
development options are being evaluated at December 31,
2008. The remainder of the costs relate to projects where
further drilling is planned or development planning activities
are ongoing.
|
|
6.
|
Asset
Retirement Obligations
|
The following table describes changes to the Corporations
asset retirement obligations:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Asset retirement obligations at January 1
|
|
$
|
1,055
|
|
|
$
|
882
|
|
Liabilities incurred
|
|
|
35
|
|
|
|
62
|
|
Liabilities settled or disposed of
|
|
|
(56
|
)
|
|
|
(51
|
)
|
Accretion expense
|
|
|
67
|
|
|
|
50
|
|
Revisions
|
|
|
309
|
|
|
|
84
|
|
Foreign currency translation
|
|
|
(196
|
)
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
Asset retirement obligations at December 31
|
|
|
1,214
|
|
|
|
1,055
|
|
Less: current obligations
|
|
|
50
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
Long-term obligations at December 31
|
|
$
|
1,164
|
|
|
$
|
1,016
|
|
|
|
|
|
|
|
|
|
|
Revisions are primarily attributable to higher service and
equipment costs in the oil and gas industry.
Long-term debt at December 31 consists of the following:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Revolving credit facility, weighted average rate 2.2%
|
|
$
|
350
|
|
|
$
|
220
|
|
Asset-backed credit facility, weighted average rate 2.8%
|
|
|
500
|
|
|
|
250
|
|
Short-term credit facilities
|
|
|
|
|
|
|
350
|
|
Fixed rate debentures:
|
|
|
|
|
|
|
|
|
7.4% due 2009
|
|
|
104
|
|
|
|
103
|
|
6.7% due 2011
|
|
|
662
|
|
|
|
662
|
|
7.9% due 2029
|
|
|
694
|
|
|
|
694
|
|
7.3% due 2031
|
|
|
745
|
|
|
|
745
|
|
7.1% due 2033
|
|
|
598
|
|
|
|
598
|
|
|
|
|
|
|
|
|
|
|
Total fixed rate debentures
|
|
|
2,803
|
|
|
|
2,802
|
|
Fixed rate notes, payable principally to insurance companies,
weighted average rate 9.1%, due through 2014
|
|
|
108
|
|
|
|
126
|
|
Project lease financing, weighted average rate 5.1%, due through
2014
|
|
|
132
|
|
|
|
140
|
|
Pollution control revenue bonds, weighted average rate 5.9%, due
through 2034
|
|
|
53
|
|
|
|
53
|
|
Other loans, weighted average rate 7.5%, due through 2019
|
|
|
9
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,955
|
|
|
|
3,980
|
|
Less: amount included in current maturities
|
|
|
143
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,812
|
|
|
$
|
3,918
|
|
|
|
|
|
|
|
|
|
|
The aggregate long-term debt maturing during the next five years
is as follows (in millions): 2009 $143 (included in
current liabilities); 2010 $31; 2011
$702; 2012 $874 and 2013 $33.
57
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At December 31, 2008, the Corporations fixed rate
debentures have a principal amount of $2,816 million
($2,803 million net of unamortized discount). Interest
rates on the outstanding fixed rate debentures have a weighted
average rate of 7.3%.
The Corporation has a $3.0 billion syndicated revolving
credit facility (the facility), which can be used for borrowings
and letters of credit, substantially all of which is committed
through May 2012. At December 31, 2008, the Corporation has
available capacity on the facility of $2,474 million.
Current borrowings under the facility bear interest at 0.4%
above the London Interbank Offered Rate and a facility fee of
0.1% per annum is payable on the amount of the credit line. The
interest rate and facility fee are subject to adjustment if the
Corporations credit rating changes.
The Corporation has a
364-day
asset-backed credit facility securitized by certain accounts
receivable from its Marketing and Refining operations. Under the
terms of this financing arrangement, the Corporation has the
ability to borrow or issue letters of credit up to
$500 million, subject to the availability of sufficient
levels of eligible receivables. At December 31, 2008,
outstanding borrowings under this facility were collateralized
by $1,249 million of accounts receivable, which are held by
a wholly-owned subsidiary. These receivables are not available
to pay the general obligations of the Corporation before
repayment of outstanding borrowings under the asset-backed
facility. At December 31, 2008, $500 million of
outstanding borrowings under the asset-backed credit facility
are classified as long-term based on the Corporations
available capacity under the committed revolving credit facility.
The Corporations long-term debt agreements contain a
financial covenant that restricts the amount of total borrowings
and secured debt. At December 31, 2008, the Corporation is
permitted to borrow up to an additional $16.6 billion for
the construction or acquisition of assets. The Corporation has
the ability to borrow up to an additional $2.8 billion of
secured debt at December 31, 2008.
Outstanding letters of credit at December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Revolving credit facility
|
|
$
|
176
|
|
|
$
|
|
|
Asset-backed credit facility
|
|
|
|
|
|
|
534
|
|
Committed lines*
|
|
|
1,973
|
|
|
|
995
|
|
Uncommitted short-term lines
|
|
|
1,686
|
|
|
|
1,510
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,835
|
|
|
$
|
3,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Committed lines have expiration
dates ranging from 2009 through 2011. |
Of the total letters of credit outstanding at December 31,
2008, $126 million relates to contingent liabilities and
the remaining $3,709 million relates to liabilities
recorded on the balance sheet.
The total amount of interest paid (net of amounts capitalized)
was $266 million, $257 million and $200 million
in 2008, 2007 and 2006, respectively. The Corporation
capitalized interest of $7 million, $50 million and
$100 million in 2008, 2007, and 2006, respectively.
|
|
8.
|
Share-Based
Compensation
|
The Corporation awards restricted common stock and stock options
under its 2008 Long-Term Incentive Plan. Generally, stock
options vest in one to three years from the date of grant, have
a 10-year
option life, and the exercise price equals or exceeds the market
price on the date of grant. Outstanding restricted common stock
generally vests in three years from the date of grant.
58
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Share-based compensation expense consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Taxes
|
|
|
After Taxes
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Stock options
|
|
$
|
51
|
|
|
$
|
36
|
|
|
$
|
31
|
|
|
$
|
23
|
|
Restricted stock
|
|
|
68
|
|
|
|
51
|
|
|
|
43
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
119
|
|
|
$
|
87
|
|
|
$
|
74
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on restricted stock and stock option awards outstanding at
December 31, 2008, unearned compensation expense, before
income taxes, will be recognized in future years as follows (in
millions): 2009 $92, 2010 $56 and
2011 $6.
The Corporations stock option and restricted stock
activity consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
Restricted Stock
|
|
|
|
|
Weighted-
|
|
Shares of
|
|
Weighted-
|
|
|
|
|
Average
|
|
Restricted
|
|
Average
|
|
|
|
|
Exercise Price
|
|
Common
|
|
Price on Date
|
|
|
Options
|
|
per Share
|
|
Stock
|
|
of Grant
|
|
|
(Thousands)
|
|
|
|
(Thousands)
|
|
|
|
Outstanding at January 1, 2006
|
|
|
11,451
|
|
|
$
|
24.09
|
|
|
|
4,363
|
|
|
$
|
22.32
|
|
Granted
|
|
|
2,853
|
|
|
|
49.46
|
|
|
|
984
|
|
|
|
50.40
|
|
Exercised
|
|
|
(1,283
|
)
|
|
|
22.96
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
|
|
|
|
|
|
|
|
(237
|
)
|
|
|
22.78
|
|
Forfeited
|
|
|
(98
|
)
|
|
|
40.07
|
|
|
|
(66
|
)
|
|
|
30.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006
|
|
|
12,923
|
|
|
|
29.68
|
|
|
|
5,044
|
|
|
|
27.68
|
|
Granted
|
|
|
3,066
|
|
|
|
53.82
|
|
|
|
1,032
|
|
|
|
53.92
|
|
Exercised
|
|
|
(4,566
|
)
|
|
|
24.07
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
|
|
|
|
|
|
|
|
(1,184
|
)
|
|
|
24.53
|
|
Forfeited
|
|
|
(131
|
)
|
|
|
46.41
|
|
|
|
(91
|
)
|
|
|
36.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007
|
|
|
11,292
|
|
|
|
38.31
|
|
|
|
4,801
|
|
|
|
33.93
|
|
Granted
|
|
|
2,473
|
|
|
|
82.55
|
|
|
|
1,289
|
|
|
|
84.45
|
|
Exercised
|
|
|
(3,852
|
)
|
|
|
29.17
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
|
|
|
|
|
|
|
|
(2,787
|
)
|
|
|
21.40
|
|
Forfeited
|
|
|
(213
|
)
|
|
|
60.61
|
|
|
|
(142
|
)
|
|
|
58.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
9,700
|
|
|
|
52.73
|
|
|
|
3,161
|
|
|
|
64.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006
|
|
|
6,832
|
|
|
$
|
22.08
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2007
|
|
|
5,408
|
|
|
|
27.34
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
4,522
|
|
|
|
36.95
|
|
|
|
|
|
|
|
|
|
59
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The table below summarizes information regarding the outstanding
and exercisable stock options as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options
|
|
Exercisable Options
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
Weighted-
|
|
|
|
Weighted-
|
|
|
|
|
Remaining
|
|
Average
|
|
|
|
Average
|
Range of
|
|
|
|
Contractual
|
|
Exercise Price
|
|
|
|
Exercise Price
|
Exercise Prices
|
|
Options
|
|
Life
|
|
per Share
|
|
Options
|
|
per Share
|
|
|
(Thousands)
|
|
(Years)
|
|
|
|
(Thousands)
|
|
|
|
$10.00 $40.00
|
|
|
2,514
|
|
|
|
5
|
|
|
$
|
25.78
|
|
|
|
2,512
|
|
|
$
|
25.77
|
|
$40.01 $70.00
|
|
|
4,749
|
|
|
|
8
|
|
|
|
51.65
|
|
|
|
1,996
|
|
|
|
50.77
|
|
$70.01 $120.00
|
|
|
2,437
|
|
|
|
9
|
|
|
|
82.62
|
|
|
|
14
|
|
|
|
73.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,700
|
|
|
|
7
|
|
|
|
52.73
|
|
|
|
4,522
|
|
|
|
36.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The intrinsic value (or the amount by which the market price of
the Corporations Common Stock exceeds the exercise price
of an option) for outstanding options and exercisable options at
December 31, 2008 was $80 million and
$76 million, respectively. At December 31, 2008,
assuming forfeitures of 2% per year, 9,500,000 outstanding
options are expected to vest at a weighted average exercise
price of $52.45 per share. At December 31, 2008 the
weighted average remaining term of exercisable options was
6 years.
The Corporation uses the Black-Scholes model to estimate the
fair value of employee stock options. The following weighted
average assumptions were utilized for stock options awarded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Risk free interest rate
|
|
|
2.70
|
%
|
|
|
4.70
|
%
|
|
|
4.50
|
%
|
Stock price volatility
|
|
|
.294
|
|
|
|
.316
|
|
|
|
.321
|
|
Dividend yield
|
|
|
.50
|
%
|
|
|
.75
|
%
|
|
|
.80
|
%
|
Expected term in years
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
Weighted average fair value per option granted
|
|
$
|
24.09
|
|
|
$
|
18.07
|
|
|
$
|
16.50
|
|
The assumption above for the risk free interest rate is based on
the expected terms of the options and is obtained from published
sources. The stock price volatility is determined from
historical experience using the same period as the expected
terms of the options. The expected stock option term is based on
historical exercise patterns and the expected future holding
period.
In May 2008, shareholders approved the 2008 Long-Term Incentive
Plan. The Corporation also has stock options outstanding under a
former plan. At December 31, 2008, the number of common
shares reserved for issuance under the 2008 Long-Term Incentive
Plan is as follows (in thousands):
|
|
|
|
|
Total common shares reserved for issuance
|
|
|
12,884
|
|
Less: stock options outstanding
|
|
|
80
|
|
|
|
|
|
|
Available for future awards of restricted stock and stock options
|
|
|
12,804
|
|
|
|
|
|
|
|
|
9.
|
Foreign
Currency Translation
|
Foreign currency gains (losses) before income taxes amounted to
$(212) million in 2008, $17 million in 2007 and
$21 million in 2006. The foreign currency loss in 2008
reflects the effect of significant exchange rate movements in
the fourth quarter of 2008 on the remeasurement of assets,
liabilities and foreign currency forward contracts by certain
foreign businesses. The balances in accumulated other
comprehensive income (loss) related to
60
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
foreign currency translation were reductions in
stockholders equity of $123 million at
December 31, 2008 and $3 million at December 31,
2007.
The Corporation has funded noncontributory defined benefit
pension plans for a significant portion of its employees. In
addition, the Corporation has an unfunded supplemental pension
plan covering certain employees. The unfunded supplemental
pension plan provides for incremental pension payments from the
Corporation so that total pension payments equal amounts that
would have been payable from the Corporations principal
pension plans, were it not for limitations imposed by income tax
regulations. The plans provide defined benefits based on years
of service and final average salary. Additionally, the
Corporation maintains an unfunded postretirement medical plan
that provides health benefits to certain qualified retirees from
ages 55 through 65. The measurement date for all retirement
plans is December 31. The following table summarizes the
Corporations benefit obligations and the fair value of
plan assets and shows the funded status of the pension and
postretirement medical plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded
|
|
|
Unfunded
|
|
|
Postretirement
|
|
|
|
Pension Plans
|
|
|
Pension Plan
|
|
|
Medical Plan
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
$
|
1,136
|
|
|
$
|
1,098
|
|
|
$
|
147
|
|
|
$
|
114
|
|
|
$
|
86
|
|
|
$
|
89
|
|
Service cost
|
|
|
36
|
|
|
|
36
|
|
|
|
6
|
|
|
|
5
|
|
|
|
3
|
|
|
|
3
|
|
Interest cost
|
|
|
71
|
|
|
|
65
|
|
|
|
9
|
|
|
|
8
|
|
|
|
4
|
|
|
|
4
|
|
Actuarial (gain) loss
|
|
|
19
|
|
|
|
(31
|
)
|
|
|
11
|
|
|
|
30
|
|
|
|
(13
|
)
|
|
|
(5
|
)
|
Benefit payments
|
|
|
(42
|
)
|
|
|
(37
|
)
|
|
|
(8
|
)
|
|
|
(10
|
)
|
|
|
(3
|
)
|
|
|
(5
|
)
|
Foreign currency exchange rate changes
|
|
|
(95
|
)
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
1,125
|
|
|
|
1,136
|
|
|
|
165
|
|
|
|
147
|
|
|
|
77
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
1,075
|
|
|
|
961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual return on plan assets
|
|
|
(280
|
)
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer contributions
|
|
|
70
|
|
|
|
77
|
|
|
|
8
|
|
|
|
10
|
|
|
|
3
|
|
|
|
5
|
|
Benefit payments
|
|
|
(42
|
)
|
|
|
(37
|
)
|
|
|
(8
|
)
|
|
|
(10
|
)
|
|
|
(3
|
)
|
|
|
(5
|
)
|
Foreign currency exchange rate changes
|
|
|
(78
|
)
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
745
|
|
|
|
1,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status (plan assets less than benefit obligations) at
December 31
|
|
|
(380
|
)
|
|
|
(61
|
)
|
|
|
(165
|
)*
|
|
|
(147
|
)*
|
|
|
(77
|
)
|
|
|
(86
|
)
|
Unrecognized net actuarial losses
|
|
|
513
|
|
|
|
162
|
|
|
|
77
|
|
|
|
75
|
|
|
|
13
|
|
|
|
27
|
|
Unrecognized prior service cost
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
2
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
133
|
|
|
$
|
101
|
|
|
$
|
(87
|
)
|
|
$
|
(70
|
)
|
|
$
|
(64
|
)
|
|
$
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The trust established by the
Corporation for the supplemental plan held assets valued at
$65 million at December 31, 2008 and $88 million
at December 31, 2007. |
61
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Amounts recognized in the consolidated balance sheet at December
31 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded
|
|
|
Unfunded
|
|
|
Postretirement
|
|
|
|
Pension Plans
|
|
|
Pension Plan
|
|
|
Medical Plan
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Accrued benefit liability
|
|
$
|
(380
|
)
|
|
$
|
(61
|
)
|
|
$
|
(165
|
)
|
|
$
|
(147
|
)
|
|
$
|
(77
|
)
|
|
$
|
(86
|
)
|
Accumulated other comprehensive loss*
|
|
|
513
|
|
|
|
162
|
|
|
|
78
|
|
|
|
77
|
|
|
|
13
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
133
|
|
|
$
|
101
|
|
|
$
|
(87
|
)
|
|
$
|
(70
|
)
|
|
$
|
(64
|
)
|
|
$
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The after-tax reduction to
stockholders equity recorded in Accumulated other
comprehensive income (loss) was $407 million at
December 31, 2008 and $166 million at
December 31, 2007. |
The accumulated benefit obligation for the funded defined
benefit pension plans was $1,032 million at
December 31, 2008 and $1,019 million at
December 31, 2007. The accumulated benefit obligation for
the unfunded defined benefit pension plan was $149 million
at December 31, 2008 and $120 million at
December 31, 2007.
Components of net periodic benefit cost for funded and unfunded
pension plans and the postretirement medical plan consisted of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
Postretirement Medical Plan
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Service cost
|
|
$
|
42
|
|
|
$
|
41
|
|
|
$
|
34
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
|
|
80
|
|
|
|
73
|
|
|
|
63
|
|
|
|
4
|
|
|
|
4
|
|
|
|
5
|
|
Expected return on plan assets
|
|
|
(80
|
)
|
|
|
(74
|
)
|
|
|
(63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
Amortization of unrecognized net actuarial loss
|
|
|
18
|
|
|
|
22
|
|
|
|
30
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Settlement loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
61
|
|
|
$
|
63
|
|
|
$
|
65
|
|
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service costs and actuarial gains and losses in excess of
10% of the greater of the benefit obligation or the market value
of assets are amortized over the average remaining service
period of active employees.
The Corporations 2009 pension and postretirement medical
expense is estimated to be approximately $125 million, of
which approximately $57 million relates to the amortization
of unrecognized net actuarial losses.
62
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The weighted-average actuarial assumptions used by the
Corporations funded and unfunded pension plans were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Weighted-average assumptions used to determine benefit
obligations at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
6.3
|
%
|
|
|
6.3
|
%
|
|
|
5.8
|
%
|
Rate of compensation increase
|
|
|
4.4
|
|
|
|
4.4
|
|
|
|
4.4
|
|
Weighted-average assumptions used to determine net benefit cost
for years ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
6.3
|
|
|
|
5.8
|
|
|
|
5.5
|
|
Expected return on plan assets
|
|
|
7.5
|
|
|
|
7.5
|
|
|
|
7.5
|
|
Rate of compensation increase
|
|
|
4.4
|
|
|
|
4.4
|
|
|
|
4.3
|
|
The actuarial assumptions used by the Corporations
postretirement medical plan were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Assumptions used to determine benefit obligations at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
6.3
|
%
|
|
|
6.3
|
%
|
|
|
5.8
|
%
|
Initial health care trend rate
|
|
|
9.0
|
%
|
|
|
9.0
|
%
|
|
|
8.0
|
%
|
Ultimate trend rate
|
|
|
4.5
|
%
|
|
|
4.5
|
%
|
|
|
4.5
|
%
|
Year in which ultimate trend rate is reached
|
|
|
2013
|
|
|
|
2013
|
|
|
|
2011
|
|
The assumptions used to determine net periodic benefit cost for
each year were established at the end of each previous year
while the assumptions used to determine benefit obligations were
established at each year-end. The net periodic benefit cost and
the actuarial present value of benefit obligations are based on
actuarial assumptions that are reviewed on an annual basis. The
discount rate is developed based on a portfolio of high-quality,
fixed-income debt instruments with maturities that approximate
the expected payment of plan obligations. The overall expected
return on plan assets is developed from the expected future
returns for each asset category, weighted by the target
allocation of pension assets to that asset category.
The Corporations investment strategy is to maximize
long-term returns at an acceptable level of risk through broad
diversification of plan assets in a variety of asset classes.
Asset classes and target allocations are determined by the
Corporations investment committee and include domestic and
foreign equities, fixed income securities, and other
investments, including hedge funds, real estate and private
equity. Investment managers are prohibited from investing in
securities issued by the Corporation unless indirectly held as
part of an index strategy. The majority of plan assets are
highly liquid, providing ample liquidity for benefit payment
requirements.
The Corporations funded pension plan assets by asset
category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
|
|
December 31,
|
Asset Category
|
|
Allocation
|
|
2008
|
|
2007
|
|
Equity securities
|
|
|
50
|
%
|
|
|
48
|
%
|
|
|
57
|
%
|
Debt securities
|
|
|
25
|
|
|
|
27
|
|
|
|
29
|
|
Other investments
|
|
|
25
|
|
|
|
25
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset allocations are rebalanced on a periodic basis throughout
the year to bring assets to within an acceptable range of target
levels.
63
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Corporation has budgeted contributions ranging from
approximately $110 million to $150 million to its
funded pension plans in 2009. The Corporation has not budgeted
any contributions to the trust established for the unfunded plan.
Estimated future benefit payments for the funded and unfunded
pension plans and the postretirement medical plan, which reflect
expected future service, are as follows:
|
|
|
|
|
|
|
(Millions of dollars)
|
|
2009
|
|
$
|
63
|
|
2010
|
|
|
73
|
|
2011
|
|
|
90
|
|
2012
|
|
|
76
|
|
2013
|
|
|
83
|
|
Years 2014 to 2018
|
|
|
492
|
|
The Corporation also contributes to several defined contribution
plans for eligible employees. Employees may contribute a portion
of their compensation to the plans and the Corporation matches a
portion of the employee contributions. The Corporation recorded
expense of $22 million in 2008, $19 million in 2007
and $16 million in 2006 for contributions to these plans.
The provision for (benefit from) income taxes consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
United States Federal
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Deferred
|
|
|
(140
|
)
|
|
|
62
|
|
|
|
96
|
|
State
|
|
|
10
|
|
|
|
(149
|
)
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(120
|
)
|
|
|
(85
|
)*
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
2,377
|
|
|
|
1,898
|
|
|
|
1,836
|
|
Deferred
|
|
|
87
|
|
|
|
64
|
|
|
|
142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,464
|
|
|
|
1,962
|
|
|
|
1,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment of deferred tax liability for foreign income tax rate
change
|
|
|
(4
|
)
|
|
|
(5
|
)
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes
|
|
$
|
2,340
|
|
|
$
|
1,872
|
|
|
$
|
2,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes a provision for an
increase in the valuation allowance for foreign tax credit
carryforwards of $81 million and a benefit from a decrease
in the valuation allowance for state net operating loss
carryforwards of $96 million.. |
64
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income (loss) before income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
United States*
|
|
$
|
(318
|
)
|
|
$
|
(228
|
)
|
|
$
|
406
|
|
Foreign**
|
|
|
5,018
|
|
|
|
3,932
|
|
|
|
3,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income before income taxes
|
|
$
|
4,700
|
|
|
$
|
3,704
|
|
|
$
|
4,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes substantially all of
the Corporations interest expense and the results of
hedging activities. |
|
** |
|
Foreign income includes the
Corporations Virgin Islands and other operations located
outside of the United States. |
Deferred income taxes arise from temporary differences between
the tax bases of assets and liabilities and their recorded
amounts in the financial statements. A summary of the components
of deferred tax liabilities and assets at December 31 follows:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
Fixed assets and investments
|
|
$
|
2,918
|
|
|
$
|
3,048
|
|
Other
|
|
|
114
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
3,032
|
|
|
|
3,118
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
1,832
|
|
|
|
1,884
|
|
Tax credit carryforwards
|
|
|
458
|
|
|
|
285
|
|
Accrued liabilities
|
|
|
415
|
|
|
|
390
|
|
Asset retirement obligations
|
|
|
406
|
|
|
|
430
|
|
Other
|
|
|
227
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
3,338
|
|
|
|
3,037
|
|
Valuation allowance
|
|
|
(266
|
)
|
|
|
(224
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
|
3,072
|
|
|
|
2,813
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets (liabilities)
|
|
$
|
40
|
|
|
$
|
(305
|
)
|
|
|
|
|
|
|
|
|
|
At December 31, 2008, the Corporation has net operating
loss carryforwards in the United States of approximately
$4.0 billion, substantially all of which expire in 2024
through 2027. At December 31, 2008, the Corporation has
alternative minimum tax credit carryforwards of approximately
$165 million, which can be carried forward indefinitely.
Foreign tax credit carryforwards, which expire in 2017 and 2018,
total $248 million. The Corporation also has approximately
$45 million of general business credits, substantially all
of which expire between 2012 and 2025.
65
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In the consolidated balance sheet at December 31 deferred tax
assets and liabilities from the preceding table are netted by
taxing jurisdiction and are recorded in the following captions:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Other current assets
|
|
$
|
188
|
|
|
$
|
211
|
|
Deferred income taxes (long-term asset)
|
|
|
2,292
|
|
|
|
1,873
|
|
Accrued liabilities
|
|
|
(199
|
)
|
|
|
(27
|
)
|
Deferred income taxes (long-term liability)
|
|
|
(2,241
|
)
|
|
|
(2,362
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets (liabilities)
|
|
$
|
40
|
|
|
$
|
(305
|
)
|
|
|
|
|
|
|
|
|
|
The difference between the Corporations effective income
tax rate and the United States statutory rate is reconciled
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
United States statutory rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
Effect of foreign operations
|
|
|
13.0
|
|
|
|
15.6
|
|
|
|
17.5
|
|
State income taxes, net of Federal income tax
|
|
|
0.1
|
|
|
|
(2.6
|
)
|
|
|
0.3
|
|
Other
|
|
|
1.7
|
|
|
|
2.5
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
49.8
|
%
|
|
|
50.5
|
%
|
|
|
52.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below is a reconciliation of the beginning and ending amount of
unrecognized tax benefits (millions of dollars):
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Balance at January 1
|
|
$
|
165
|
|
|
$
|
142
|
|
Additions based on tax positions taken in the current year
|
|
|
16
|
|
|
|
38
|
|
Additions based on tax positions of prior years
|
|
|
11
|
|
|
|
5
|
|
Reductions based on tax positions of prior years
|
|
|
(15
|
)
|
|
|
|
|
Reductions due to settlements with taxing authorities
|
|
|
(2
|
)
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
175
|
|
|
$
|
165
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008, the unrecognized tax benefits include
$145 million which, if recognized, would affect the
Corporations effective income tax rate. Over the next
12 months, it is reasonably possible that the total amount
of unrecognized tax benefits could decrease by up to
$30 million due to settlements with taxing authorities.
The Corporation has not recorded deferred income taxes
applicable to undistributed earnings of foreign subsidiaries
that are expected to be indefinitely reinvested in foreign
operations. The Corporation had undistributed earnings from
foreign subsidiaries of approximately $7.1 billion at
December 31, 2008. If the earnings of foreign subsidiaries
were not indefinitely reinvested, a deferred tax liability of
approximately $2.5 billion would be required, excluding the
potential use of foreign tax credits in the United States.
The Corporation and its subsidiaries file income tax returns in
the United States and various foreign jurisdictions. The
Corporation is no longer subject to examinations by income tax
authorities in most jurisdictions for years prior to 2003.
66
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income taxes paid (net of refunds) in 2008, 2007, and 2006
amounted to $2,420 million, $1,826 million and
$1,799 million, respectively. As of December 31, 2008,
the Corporation had approximately $6 million of accrued
interest and penalties.
|
|
12.
|
Stockholders
Equity and Net Income Per Share
|
The weighted average number of common shares used in the basic
and diluted earnings per share computations for each year is
summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
(Thousands of shares)
|
|
Common shares basic
|
|
|
320,803
|
|
|
|
312,736
|
|
|
|
278,100
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
2,870
|
|
|
|
2,925
|
|
|
|
3,135
|
|
Restricted common stock
|
|
|
1,815
|
|
|
|
3,066
|
|
|
|
2,776
|
|
Convertible preferred stock
|
|
|
359
|
|
|
|
585
|
|
|
|
31,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares diluted
|
|
|
325,847
|
|
|
|
319,312
|
|
|
|
315,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table above excludes the effect of out-of-the-money options
on 425,000 shares, 715,000 shares, and
2,080,000 shares in 2008, 2007 and 2006, respectively.
During the third quarter of 2008, the Corporations
remaining 284,139 outstanding shares of 3% cumulative
convertible preferred shares were converted into common stock at
a conversion rate of 1.8783 shares of common stock for each
preferred share. The Corporation issued 533,697 shares of
common stock for the conversion of these preferred shares and
fractional shares were settled by cash payments.
On December 1, 2006, all of the Corporations
13,500,000 outstanding shares of 7% cumulative mandatory
convertible preferred shares were converted into common stock at
a conversion rate of 2.4915 shares of common stock for each
preferred share. The Corporation issued 33,635,191 shares
of common stock for the conversion of its 7% cumulative
mandatory convertible preferred shares. Fractional shares were
settled by cash payments.
The Corporation and certain of its subsidiaries lease gasoline
stations, drilling rigs, tankers, office space and other assets
for varying periods under leases accounted for as operating
leases. Certain operating leases provide an option to purchase
the related property at fixed prices. At December 31, 2008,
future minimum rental payments applicable to non-cancelable
operating leases with remaining terms of one year or more (other
than oil and gas property leases) are as follows:
|
|
|
|
|
|
|
(Millions of dollars)
|
|
|
2009
|
|
$
|
551
|
|
2010
|
|
|
422
|
|
2011
|
|
|
303
|
|
2012
|
|
|
316
|
|
2013
|
|
|
322
|
|
Remaining years
|
|
|
1,647
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
3,561
|
|
Less: income from subleases
|
|
|
60
|
|
|
|
|
|
|
Net minimum lease payments
|
|
$
|
3,501
|
|
|
|
|
|
|
67
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Operating lease expenses for drilling rigs used to drill
development wells and successful exploration wells are
capitalized.
Rental expense was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Total rental expense
|
|
$
|
270
|
|
|
$
|
266
|
|
|
$
|
198
|
|
Less: income from subleases
|
|
|
12
|
|
|
|
13
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net rental expense
|
|
$
|
258
|
|
|
$
|
253
|
|
|
$
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Corporation accrued $30 million in 2006 for vacated
leased office space in the United Kingdom. The related expenses
are reflected principally in general and administrative expense
in the income statement. The accrual balance was
$16 million at December 31, 2008 and $31 million
at December 31, 2007. Payments were $15 million in
2008 and $15 million in 2007.
|
|
14.
|
Financial
Instruments, Non-trading and Trading Activities
|
Non-trading: The Corporation uses
futures, forwards, options and swaps, individually or in
combination to mitigate its exposure to fluctuations in the
prices of crude oil, natural gas, refined products and
electricity and changes in foreign currency exchange rates.
Hedging activities decreased Exploration and Production revenues
by $685 million in 2008, $399 million in 2007 and
$449 million in 2006. The amount of hedge ineffectiveness
gains (losses) reflected in revenue in 2008, 2007 and 2006 was
$(13) million, $6 million and $(5) million
respectively.
In October 2008, the Corporation closed its Brent crude oil
hedge positions by entering into offsetting contracts with the
same counterparty covering 24,000 barrels per day from 2009
through 2012 at a per barrel price of $86.95 each year. The
deferred after-tax losses related to the closed crude oil
contracts will be recorded in earnings as the contracts mature.
The estimated annual after-tax loss from the closed positions
will be approximately $355 million from 2009 through 2012.
Accumulated other comprehensive income (loss) at
December 31, 2008 includes after-tax deferred losses of
$1,478 million ($1,672 at December 31, 2007) related
to closed crude oil contracts and certain energy marketing
contracts. Approximately $515 million of after-tax deferred
losses is expected to be reclassified into earnings in 2009. The
pre-tax amount of deferred hedge losses is reflected in accounts
payable and the related income tax benefits are recorded as
deferred tax assets on the balance sheet.
Commodity Trading: The Corporation,
principally through a consolidated partnership, trades energy
commodities, securities and derivatives including futures,
forwards, options and swaps, based on expectations of future
market conditions. The Corporations income (loss) before
income taxes from trading activities, including its share of the
earnings of the trading partnership, amounted to
$(57) million in 2008, $49 million in 2007 and
$83 million in 2006.
Other Financial Instruments: At
December 31, 2008, the Corporation has $896 million of
notional value foreign currency forward contracts maturing
through 2009 ($977 million at December 31, 2007).
Notional amounts do not quantify risk or represent assets or
liabilities of the Corporation, but are used in the calculation
of cash settlements under the contracts. The fair value of the
foreign currency forward contracts recorded by the Corporation
were payables of $75 million and $1 million at
December 31, 2008 and December 31, 2007, respectively.
68
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents the fair values at December 31 of
financial instruments and derivatives used in non-trading and
trading activities:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
(Millions of dollars, asset (liability))
|
|
Futures and forwards
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
1,047
|
|
|
$
|
431
|
|
Liabilities
|
|
|
(314
|
)
|
|
|
(215
|
)
|
Options
|
|
|
|
|
|
|
|
|
Held
|
|
|
518
|
|
|
|
508
|
|
Written
|
|
|
(637
|
)
|
|
|
(277
|
)
|
Swaps
|
|
|
|
|
|
|
|
|
Assets
|
|
|
1,488
|
|
|
|
473
|
|
Liabilities (including hedging contracts)
|
|
|
(3,528
|
)
|
|
|
(3,377
|
)
|
The carrying amounts of the Corporations financial
instruments and derivatives, including those used in the
Corporations non-trading and trading activities, generally
approximate their fair values at December 31, 2008 and
2007, except fixed rate long-term debt which had a carrying
value of $3,103 million and a fair value of
$3,031 million at December 31, 2008 and a carrying
value of $3,124 million and a fair value of
$3,407 million at December 31, 2007.
The Corporation offsets cash collateral received or paid against
the fair value of its derivative instruments executed with the
same counterparty. At December 31, 2008 and 2007, the
Corporation is holding cash from counterparties of approximately
$705 million and $393 million, respectively. The
Corporation has posted cash to counterparties at
December 31, 2008 and 2007 of approximately
$394 million and $380 million, respectively.
Credit Risks: The Corporations
financial instruments expose it to credit risks and may at times
be concentrated with certain counterparties or groups of
counterparties. Trade receivables in the Exploration and
Production and Marketing and Refining businesses are generated
from a diverse domestic and international customer base. The
Corporation continuously monitors counterparty concentration and
credit risk. The Corporation reduces its risk related to certain
counterparties by using master netting agreements and requiring
collateral, generally cash or letters of credit.
|
|
15.
|
Fair
Value Measurements
|
The Corporation adopted the provisions of FAS 157 effective
January 1, 2008 (see Note 1, Summary of
Significant Accounting Policies). FAS 157 establishes
a hierarchy for the inputs used to measure fair value based on
the source of the input, which generally range from quoted
prices for identical instruments in a principal trading market
(Level 1) to estimates determined using related market
data (Level 3). Multiple inputs may be used to measure fair
value, however, the level of fair value for each financial asset
or liability presented below is based on the lowest significant
input level within this fair value hierarchy. The following
table provides the fair value hierarchy of the
Corporations financial assets and (liabilities) as of
December 31, 2008 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateral and
|
|
|
|
|
|
|
|
|
|
|
Counterparty
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
|
|
Total
|
|
Supplemental pension plan investments
|
|
$
|
55
|
|
|
$
|
|
|
|
$
|
10
|
|
|
$
|
|
|
|
$
|
65
|
|
Derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
449
|
|
|
|
1,795
|
|
|
|
695
|
|
|
|
(1,023
|
)
|
|
|
1,916
|
|
Liabilities
|
|
|
(397
|
)
|
|
|
(3,413
|
)
|
|
|
(555
|
)
|
|
|
712
|
|
|
|
(3,653
|
)
|
69
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Details on the methods and assumptions used to determine the
fair values of the financial assets and liabilities are as
follows:
Fair value measurements based on Level 1
inputs: Measurements that are most observable
are based on quoted prices of identical instruments obtained
from the principal markets in which they are traded. Closing
prices are both readily available and representative of fair
value. Market transactions occur with sufficient frequency and
volume to assure liquidity. The fair value of certain of the
Corporations exchange traded futures and options are
considered Level 1. In addition, fair values for the
majority of the pension investments are considered Level 1,
since they are determined using quotations from national
securities exchanges.
Fair value measurements based on Level 2
inputs: Measurements derived indirectly from
observable inputs or from quoted prices from markets that are
less liquid are considered Level 2. Measurements based on
Level 2 inputs include over-the-counter derivative
instruments that are priced on an exchange traded curve, but
have contractual terms that are not identical to exchange traded
contracts. The Corporation utilizes fair value measurements
based on Level 2 inputs for certain forwards, swaps and
options. The liability related to the Corporations crude
oil hedges is classified as Level 2.
Fair value measurements based on Level 3
inputs: Measurements that are least
observable are estimated from related market data, determined
from sources with little or no market activity for comparable
contracts or are positions with longer durations. For example,
in its energy marketing business, the Corporation sells natural
gas and electricity to customers and offsets the price exposure
by purchasing forward contracts. The fair value of these sales
and purchases may be based on specific prices at less liquid
delivered locations, which are classified as Level 3. There
may be offsets to these positions that are priced based on more
liquid markets, which are, therefore, classified as Level 1
or Level 2.
The following table provides changes in financial assets and
liabilities that are measured at fair value based on
Level 3 inputs (in millions):
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Balance at January 1
|
|
$
|
(4
|
)
|
Unrealized gains (losses)
|
|
|
|
|
Included in earnings(*)
|
|
|
634
|
|
Included in other comprehensive income
|
|
|
(351
|
)
|
Purchases, sales or other settlements during the period
|
|
|
(37
|
)
|
Net transfers in to (out of) Level 3
|
|
|
(93
|
)
|
|
|
|
|
|
Balance at December 31
|
|
$
|
149
|
|
|
|
|
|
|
|
|
|
* |
|
Reflected in Sales and other
operating revenue |
|
|
16.
|
Guarantees
and Contingencies
|
At December 31, 2008, the Corporations guarantees
include $78 million of HOVENSAs crude oil purchases
and $15 million of HOVENSAs senior debt obligations.
In addition, the Corporation has $126 million in letters of
credit for which it is contingently liable. As a result, the
maximum potential amount of future payments that the Corporation
could be required to make under its guarantees is
$219 million at December 31, 2008 ($353 million
at December 31, 2007). The Corporation also has a
contingent purchase obligation expiring in April 2010, to
acquire
70
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the remaining interest in WilcoHess, a retail gasoline station
joint venture. As of December 31, 2008, the estimated value
of the purchase obligation is approximately $175 million.
The Corporation is subject to loss contingencies with respect to
various lawsuits, claims and other proceedings, including
environmental matters. A liability is recognized in the
Corporations consolidated financial statements when it is
probable a loss has been incurred and the amount can be
reasonably estimated. If the risk of loss is probable, but the
amount cannot be reasonably estimated or the risk of loss is
only reasonably possible, a liability is not accrued; however,
the Corporation discloses the nature of those contingencies in
accordance with FAS 5, Accounting for Contingencies.
The Corporation, along with many other companies engaged in
refining and marketing of gasoline, has been a party to lawsuits
and claims related to the use of methyl tertiary butyl ether
(MTBE) in gasoline. A series of similar lawsuits, many involving
water utilities or governmental entities, were filed in
jurisdictions across the United States against producers of MTBE
and petroleum refiners who produce gasoline containing MTBE,
including the Corporation. While the majority of the cases were
settled in 2008, the Corporation remains a defendant in
approximately 20 cases. These cases have been consolidated for
pre-trial purposes in the Southern District of New York as part
of a multi-district litigation proceeding, with the exception of
an action brought in state court by the State of New Hampshire.
The principal allegation in all cases is that gasoline
containing MTBE is a defective product and that these parties
are strictly liable in proportion to their share of the gasoline
market for damage to groundwater resources and are required to
take remedial action to ameliorate the alleged effects on the
environment of releases of MTBE. The damages claimed in these
actions are substantial and in almost all cases, punitive
damages are also sought. In the fourth quarter 2007, the
Corporation recorded a pre-tax charge of $40 million
related to MTBE litigation, including amounts for the cases
settled in 2008.
Over the last several years, many refiners have entered into
consent agreements to resolve the United States Environmental
Protection Agencys (EPA) assertions that refining
facilities were modified or expanded without complying with New
Source Review regulations that require permits and new emission
controls in certain circumstances and other regulations that
impose emissions control requirements. These consent agreements,
which arise out of an EPA enforcement initiative focusing on
petroleum refiners and utilities, have typically imposed
substantial civil fines and penalties and required
(i) significant capital expenditures to install emissions
control equipment over a three to eight year time period and
(ii) changes to operations which resulted in increased
operating costs. The capital expenditures, penalties and
supplemental environmental projects for individual refineries
covered by the settlements can vary significantly, depending on
the size and configuration of the refinery, the circumstances of
the alleged modifications and whether the refinery has
previously installed more advanced pollution controls. EPA
initially contacted the Corporation and HOVENSA regarding the
Petroleum Refinery Initiative in August 2003. Negotiations with
EPA and the relevant states and the Virgin Islands are
continuing and substantial progress has been made toward
resolving this matter for both the Corporation and HOVENSA.
While the effect on the Corporation of the Petroleum Refining
Initiative cannot be estimated until a final settlement is
reached and entered by a court, additional future capital
expenditures and operating expenses will likely be incurred over
a number of years. The amount of penalties, if any, is not
expected to be material to the Corporation.
The United States Deep Water Royalty Relief Act of 1995 (the
act) implemented a royalty relief program that relieves eligible
leases issued between November 28, 1995 and
November 28, 2000 from paying royalties on deep-water
production in Federal Outer Continental Shelf lands. Some of the
Corporations leases in the Gulf of Mexico qualify for
royalty relief under the act. The act is silent on satisfying
any price thresholds in order to qualify for the royalty relief.
The U.S. Minerals Management Service (MMS) created
regulations that included pricing requirements to qualify for
the royalty relief provided in the act. The legality of the
thresholds determined by the MMS has been challenged in federal
courts. On January 12, 2009, the U.S. 5th Circuit
Court of Appeals ruled against the MMS, which has until
March 30, 2009 to seek a rehearing by the 5th Circuit
Court and until April to seek
71
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
leave to bring the matter before the U.S. Supreme Court. At
December 31, 2008, the Corporation has accrued
$114 million in liabilities and paid $15 million
relating to these royalties.
The Corporation is also currently subject to certain other
existing claims, lawsuits and proceedings, which it considers
routine and incidental to its business. The Corporation believes
that there is only a remote likelihood that future costs related
to any of these other known contingent liability exposures would
have a material adverse impact on its financial position or
results of operations.
The Corporation has two operating segments that comprise the
structure used by senior management to make key operating
decisions and assess performance. These are (1) Exploration
and Production and (2) Marketing and Refining. Exploration
and Production operations include the exploration for and the
development, production, purchase, transportation and sale of
crude oil and natural gas. Marketing and Refining operations
include the manufacture, purchase, transportation, trading and
marketing of refined petroleum products, natural gas and
electricity.
The following table presents financial data by operating segment
for each of the three years ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
|
|
|
Marketing
|
|
|
Corporate
|
|
|
|
|
|
|
and Production
|
|
|
and Refining
|
|
|
and Interest
|
|
|
Consolidated(a)
|
|
|
|
(Millions of dollars)
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues(b)
|
|
$
|
10,095
|
|
|
$
|
31,304
|
|
|
$
|
3
|
|
|
|
|
|
Less: Transfers between affiliates
|
|
|
237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues from unaffiliated customers
|
|
$
|
9,858
|
|
|
$
|
31,304
|
|
|
$
|
3
|
|
|
$
|
41,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,423
|
|
|
$
|
277
|
|
|
$
|
(340
|
)
|
|
$
|
2,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of HOVENSA L.L.C.
|
|
$
|
|
|
|
$
|
44
|
|
|
$
|
|
|
|
$
|
44
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
267
|
|
|
|
267
|
|
Depreciation, depletion and amortization
|
|
|
1,952
|
|
|
|
74
|
|
|
|
3
|
|
|
|
2,029
|
|
Provision (benefit) for income taxes
|
|
|
2,365
|
|
|
|
162
|
|
|
|
(187
|
)
|
|
|
2,340
|
|
Investments in affiliates
|
|
|
57
|
|
|
|
1,070
|
|
|
|
|
|
|
|
1,127
|
|
Identifiable assets
|
|
|
19,506
|
|
|
|
6,680
|
|
|
|
2,403
|
|
|
|
28,589
|
|
Capital employed(c)
|
|
|
12,936
|
|
|
|
3,103
|
|
|
|
223
|
|
|
|
16,262
|
|
Capital expenditures
|
|
|
4,251
|
|
|
|
149
|
|
|
|
38
|
|
|
|
4,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
|
|
|
Marketing
|
|
|
Corporate
|
|
|
|
|
|
|
and Production
|
|
|
and Refining
|
|
|
and Interest
|
|
|
Consolidated(a)
|
|
|
|
(Millions of dollars)
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues(b)
|
|
$
|
7,933
|
|
|
$
|
23,913
|
|
|
$
|
2
|
|
|
|
|
|
Less: Transfers between affiliates
|
|
|
201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues from unaffiliated customers
|
|
$
|
7,732
|
|
|
$
|
23,913
|
|
|
$
|
2
|
|
|
$
|
31,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,842
|
|
|
$
|
300
|
|
|
$
|
(310
|
)
|
|
$
|
1,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of HOVENSA L.L.C.
|
|
$
|
|
|
|
$
|
176
|
|
|
$
|
|
|
|
$
|
176
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
256
|
|
|
|
256
|
|
Depreciation, depletion and amortization
|
|
|
1,503
|
|
|
|
68
|
|
|
|
5
|
|
|
|
1,576
|
|
Provision (benefit) for income taxes
|
|
|
1,865
|
|
|
|
181
|
|
|
|
(174
|
)
|
|
|
1,872
|
|
Investments in affiliates
|
|
|
57
|
|
|
|
1,060
|
|
|
|
|
|
|
|
1,117
|
|
Identifiable assets
|
|
|
17,008
|
|
|
|
6,667
|
|
|
|
2,456
|
|
|
|
26,131
|
|
Capital employed(c)
|
|
|
11,274
|
|
|
|
2,979
|
|
|
|
(499
|
)
|
|
|
13,754
|
|
Capital expenditures
|
|
|
3,438
|
|
|
|
118
|
|
|
|
22
|
|
|
|
3,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues(b)
|
|
$
|
6,860
|
|
|
$
|
21,480
|
|
|
$
|
2
|
|
|
|
|
|
Less: Transfers between affiliates
|
|
|
275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues from unaffiliated customers
|
|
$
|
6,585
|
|
|
$
|
21,480
|
|
|
$
|
2
|
|
|
$
|
28,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,763
|
|
|
$
|
394
|
|
|
$
|
(237
|
)
|
|
$
|
1,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of HOVENSA L.L.C.
|
|
$
|
|
|
|
$
|
201
|
|
|
$
|
|
|
|
$
|
201
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
201
|
|
|
|
201
|
|
Depreciation, depletion and amortization
|
|
|
1,159
|
|
|
|
61
|
|
|
|
4
|
|
|
|
1,224
|
|
Provision (benefit) for income taxes
|
|
|
2,019
|
|
|
|
226
|
|
|
|
(119
|
)
|
|
|
2,126
|
|
Investments in affiliates
|
|
|
57
|
|
|
|
1,186
|
|
|
|
|
|
|
|
1,243
|
|
Identifiable assets
|
|
|
14,397
|
|
|
|
6,228
|
|
|
|
1,817
|
|
|
|
22,442
|
|
Capital employed(c)
|
|
|
9,397
|
|
|
|
2,955
|
|
|
|
(433
|
)
|
|
|
11,919
|
|
Capital expenditures
|
|
|
3,675
|
|
|
|
158
|
|
|
|
11
|
|
|
|
3,844
|
|
|
|
|
(a) |
|
After elimination of
transactions between affiliates, which are valued at approximate
market prices. |
|
(b) |
|
Sales and operating revenues are
reported net of excise and similar taxes in the consolidated
statement of income, which amounted to approximately
$2,200 million, $2,000 million and $1,900 million
in 2008, 2007 and 2006, respectively. |
|
(c) |
|
Calculated as equity plus
debt. |
73
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Financial information by major geographic area for each of the
three years ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia and
|
|
|
|
|
|
|
United States
|
|
|
Europe
|
|
|
Africa
|
|
|
Other
|
|
|
Consolidated
|
|
|
|
(Millions of dollars)
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
33,233
|
|
|
$
|
3,488
|
|
|
$
|
3,173
|
|
|
$
|
1,271
|
|
|
$
|
41,165
|
|
Property, plant and equipment (net)
|
|
|
5,319
|
|
|
|
3,674
|
|
|
|
4,139
|
|
|
|
3,139
|
|
|
|
16,271
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
25,450
|
|
|
$
|
2,647
|
|
|
$
|
2,443
|
|
|
$
|
1,107
|
|
|
$
|
31,647
|
|
Property, plant and equipment (net)
|
|
|
3,611
|
|
|
|
3,749
|
|
|
|
4,599
|
|
|
|
2,675
|
|
|
|
14,634
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
22,599
|
|
|
$
|
3,108
|
|
|
$
|
1,677
|
|
|
$
|
683
|
|
|
$
|
28,067
|
|
Property, plant and equipment (net)
|
|
|
2,402
|
|
|
|
3,255
|
|
|
|
4,495
|
|
|
|
2,156
|
|
|
|
12,308
|
|
|
|
18.
|
Related
Party Transactions
|
Related party transactions for the year-ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
|
Purchases of petroleum products:
|
|
|
|
|
|
|
|
|
|
|
|
|
HOVENSA*
|
|
$
|
6,589
|
|
|
$
|
5,238
|
|
|
$
|
4,694
|
|
Sales of petroleum products and crude oil:
|
|
|
|
|
|
|
|
|
|
|
|
|
WilcoHess
|
|
|
2,590
|
|
|
|
2,014
|
|
|
|
1,664
|
|
HOVENSA
|
|
|
701
|
|
|
|
213
|
|
|
|
179
|
|
|
|
|
* |
|
The Corporation has agreed to
purchase 50% of HOVENSAs production of refined products at
market prices, after sales by HOVENSA to unaffiliated
parties. |
In February 2009, the Corporation issued $250 million of
5 year senior unsecured notes with a coupon of 7% and
$1 billion of 10 year senior unsecured notes with a
coupon of 8.125%. The majority of the proceeds were used to
repay revolving credit debt and outstanding borrowings on other
credit facilities. The remainder of the proceeds is available
for working capital and other corporate purposes.
74
The supplementary oil and gas data that follows is presented in
accordance with FAS 69, Disclosures about Oil and Gas
Producing Activities, and includes (1) costs incurred,
capitalized costs and results of operations relating to oil and
gas producing activities, (2) net proved oil and gas
reserves, and (3) a standardized measure of discounted
future net cash flows relating to proved oil and gas reserves,
including a reconciliation of changes therein.
The Corporation produces crude oil, natural gas liquids
and/or
natural gas principally in Algeria, Azerbaijan, Denmark,
Equatorial Guinea, Gabon, Indonesia, Libya, Malaysia, Norway,
Russia, Thailand, the United Kingdom and the United States.
Exploration activities are also conducted, or are planned, in
additional countries.
Costs
Incurred in Oil and Gas Producing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
|
|
|
|
|
|
Asia and
|
For the Years Ended December 31
|
|
Total
|
|
States
|
|
Europe
|
|
Africa
|
|
Other
|
|
|
(Millions of dollars)
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unproved
|
|
$
|
684
|
|
|
$
|
642
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
42
|
|
Proved*
|
|
|
300
|
|
|
|
87
|
|
|
|
|
|
|
|
210
|
|
|
|
3
|
|
Exploration
|
|
|
1,134
|
|
|
|
408
|
|
|
|
121
|
|
|
|
275
|
|
|
|
330
|
|
Production and development capital expenditures**
|
|
|
2,867
|
|
|
|
1,042
|
|
|
|
881
|
|
|
|
451
|
|
|
|
493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unproved
|
|
$
|
325
|
|
|
$
|
316
|
|
|
$
|
|
|
|
$
|
1
|
|
|
$
|
8
|
|
Proved*
|
|
|
137
|
|
|
|
137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
|
|
|
719
|
|
|
|
421
|
|
|
|
65
|
|
|
|
77
|
|
|
|
156
|
|
Production and development capital expenditures**
|
|
|
2,751
|
|
|
|
690
|
|
|
|
764
|
|
|
|
698
|
|
|
|
599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unproved
|
|
$
|
607
|
|
|
$
|
86
|
|
|
$
|
32
|
|
|
$
|
483
|
|
|
$
|
6
|
|
Proved*
|
|
|
314
|
|
|
|
|
|
|
|
8
|
|
|
|
306
|
|
|
|
|
|
Exploration
|
|
|
802
|
|
|
|
544
|
|
|
|
92
|
|
|
|
57
|
|
|
|
109
|
|
Production and development capital expenditures**
|
|
|
2,462
|
|
|
|
329
|
|
|
|
644
|
|
|
|
1,080
|
|
|
|
409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes wells, equipment and
facilities acquired with proved reserves. |
|
**
|
|
Also includes $344 million,
$146 million and $298 million in 2008, 2007 and 2006,
respectively, related to the accruals for asset retirement
obligations. |
75
Capitalized
Costs Relating to Oil and Gas Producing Activities
|
|
|
|
|
|
|
|
|
|
|
At December 31
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Millions of dollars)
|
|
|
Unproved properties
|
|
$
|
2,265
|
|
|
$
|
1,688
|
|
Proved properties
|
|
|
3,009
|
|
|
|
3,350
|
|
Wells, equipment and related facilities
|
|
|
20,058
|
|
|
|
17,865
|
|
|
|
|
|
|
|
|
|
|
Total costs
|
|
|
25,332
|
|
|
|
22,903
|
|
Less: reserve for depreciation, depletion, amortization and
lease impairment
|
|
|
10,269
|
|
|
|
9,373
|
|
|
|
|
|
|
|
|
|
|
Net capitalized costs
|
|
$
|
15,063
|
|
|
$
|
13,530
|
|
|
|
|
|
|
|
|
|
|
Results
of Operations for Oil and Gas Producing Activities
The results of operations shown below exclude non-oil and gas
producing activities, primarily gains on sales of oil and gas
properties, interest expense and gains and losses resulting from
foreign exchange transactions. Therefore, these results are on a
different basis than the net income from Exploration and
Production operations reported in managements discussion
and analysis of results of operations and in Note 17,
Segment Information, in the notes to the financial
statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
|
|
|
|
|
|
|
|
|
Asia and
|
|
For the Years Ended December 31
|
|
Total
|
|
|
States
|
|
|
Europe
|
|
|
Africa
|
|
|
Other
|
|
|
|
(Millions of dollars)
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers
|
|
$
|
9,569
|
|
|
$
|
1,415
|
|
|
$
|
3,435
|
|
|
$
|
3,580
|
|
|
$
|
1,139
|
|
Inter-company
|
|
|
237
|
|
|
|
237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
9,806
|
|
|
|
1,652
|
|
|
|
3,435
|
|
|
|
3,580
|
|
|
|
1,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production expenses, including related taxes(a)
|
|
|
1,872
|
|
|
|
373
|
|
|
|
811
|
|
|
|
465
|
|
|
|
223
|
|
Exploration expenses, including dry holes and lease impairment
|
|
|
725
|
|
|
|
305
|
|
|
|
45
|
|
|
|
186
|
|
|
|
189
|
|
General, administrative and other expenses
|
|
|
302
|
|
|
|
159
|
|
|
|
86
|
|
|
|
19
|
|
|
|
38
|
|
Depreciation, depletion, amortization(b)
|
|
|
1,952
|
|
|
|
238
|
|
|
|
591
|
|
|
|
888
|
|
|
|
235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
4,851
|
|
|
|
1,075
|
|
|
|
1,533
|
|
|
|
1,558
|
|
|
|
685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations before income taxes
|
|
|
4,955
|
|
|
|
577
|
|
|
|
1,902
|
|
|
|
2,022
|
|
|
|
454
|
|
Provision for income taxes
|
|
|
2,490
|
|
|
|
223
|
|
|
|
920
|
|
|
|
1,181
|
|
|
|
166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations
|
|
$
|
2,465
|
|
|
$
|
354
|
|
|
$
|
982
|
|
|
$
|
841
|
|
|
$
|
288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
|
|
|
|
|
|
|
|
|
Asia and
|
|
For the Years Ended December 31
|
|
Total
|
|
|
States
|
|
|
Europe
|
|
|
Africa
|
|
|
Other
|
|
|
|
(Millions of dollars)
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers
|
|
$
|
7,297
|
|
|
$
|
1,010
|
|
|
$
|
2,670
|
|
|
$
|
2,609
|
|
|
$
|
1,008
|
|
Inter-company
|
|
|
201
|
|
|
|
201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
7,498
|
|
|
|
1,211
|
|
|
|
2,670
|
|
|
|
2,609
|
|
|
|
1,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production expenses, including related taxes
|
|
|
1,581
|
|
|
|
280
|
|
|
|
723
|
|
|
|
381
|
|
|
|
197
|
|
Exploration expenses, including dry holes and lease impairment
|
|
|
515
|
|
|
|
302
|
|
|
|
43
|
|
|
|
90
|
|
|
|
80
|
|
General, administrative and other expenses
|
|
|
257
|
|
|
|
130
|
|
|
|
73
|
|
|
|
17
|
|
|
|
37
|
|
Depreciation, depletion and amortization(c)
|
|
|
1,503
|
|
|
|
187
|
|
|
|
548
|
|
|
|
593
|
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
3,856
|
|
|
|
899
|
|
|
|
1,387
|
|
|
|
1,081
|
|
|
|
489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations before income taxes
|
|
|
3,642
|
|
|
|
312
|
|
|
|
1,283
|
|
|
|
1,528
|
|
|
|
519
|
|
Provision for income taxes
|
|
|
1,817
|
|
|
|
121
|
|
|
|
661
|
|
|
|
911
|
|
|
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations
|
|
$
|
1,825
|
|
|
$
|
191
|
|
|
$
|
622
|
|
|
$
|
617
|
|
|
$
|
395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers
|
|
$
|
6,249
|
|
|
$
|
957
|
|
|
$
|
3,052
|
|
|
$
|
1,637
|
|
|
$
|
603
|
|
Inter-company
|
|
|
275
|
|
|
|
275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
6,524
|
|
|
|
1,232
|
|
|
|
3,052
|
|
|
|
1,637
|
|
|
|
603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production expenses, including related taxes
|
|
|
1,250
|
|
|
|
221
|
|
|
|
631
|
|
|
|
284
|
|
|
|
114
|
|
Exploration expenses, including dry holes and lease impairment
|
|
|
552
|
|
|
|
353
|
|
|
|
39
|
|
|
|
117
|
|
|
|
43
|
|
General, administrative and other expenses(d)
|
|
|
209
|
|
|
|
95
|
|
|
|
74
|
|
|
|
15
|
|
|
|
25
|
|
Depreciation, depletion and amortization
|
|
|
1,159
|
|
|
|
127
|
|
|
|
490
|
|
|
|
401
|
|
|
|
141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
3,170
|
|
|
|
796
|
|
|
|
1,234
|
|
|
|
817
|
|
|
|
323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations before income taxes
|
|
|
3,354
|
|
|
|
436
|
|
|
|
1,818
|
|
|
|
820
|
|
|
|
280
|
|
Provision for income taxes
|
|
|
1,870
|
|
|
|
161
|
|
|
|
1,009
|
|
|
|
609
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations
|
|
$
|
1,484
|
|
|
$
|
275
|
|
|
$
|
809
|
|
|
$
|
211
|
|
|
$
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes $15 million
($9 million after income taxes) of Gulf of Mexico hurricane
related costs. |
|
(b) |
|
Includes asset impairment
charges of $30 million ($17 million after income
taxes). |
|
(c) |
|
Includes asset impairment
charges of $112 million ($56 million after income
taxes). |
|
(d) |
|
Includes accrued costs for
vacated office space of approximately $30 million
($18 million after income taxes). |
Oil and
Gas Reserves
The Corporations oil and gas reserves are calculated in
accordance with SEC regulations and interpretations and the
requirements of the FASB. For reserves to be booked as proved
they must be commercially producible; government approvals must
be obtained and depending on the amount of the project cost,
senior management or the board of directors, must commit to fund
the project. The Corporations oil and gas reserve
estimation and reporting process involves an annual independent
third party reserve determination as well as internal technical
appraisals of
77
reserves. The Corporation maintains its own internal reserve
estimates that are calculated by technical staff that work
directly with the oil and gas properties. The Corporations
technical staff updates reserve estimates throughout the year
based on evaluations of new wells, performance reviews, new
technical data and other studies. To provide consistency
throughout the Corporation, standard reserve estimation
guidelines, definitions, reporting reviews and approval
practices are used. The internal reserve estimates are subject
to internal technical audits and senior management review.
On December 31, 2008, the Securities and Exchange
Commission published a final rule which revises its oil and gas
reserve estimation and disclosure requirements. The revisions
are effective for filings on
Form 10-K
for fiscal year ending December 31, 2009. The Corporation
is evaluating the impact of these requirements on its oil and
gas reserve estimates and disclosures.
The oil and gas reserve estimates reported below are determined
independently by the consulting firm of DeGolyer and MacNaughton
(D&M) and are consistent with internal estimates. The
Corporation provided D&M with engineering, geological and
geophysical data, actual production histories and other
information necessary for the reserve determination. The
Corporations and D&Ms technical staffs met to
review and discuss the information provided. Senior management
and the Board of Directors reviewed the final reserve estimates
issued by D&M.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude Oil, Condensate and Natural Gas Liquids
|
|
Natural Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa,
|
|
|
|
|
United
|
|
|
|
|
|
Asia and
|
|
|
|
United
|
|
|
|
Asia and
|
|
|
|
|
States
|
|
Europe
|
|
Africa
|
|
Other
|
|
Total
|
|
States
|
|
Europe
|
|
Other
|
|
Total
|
|
|
(Millions of barrels)
|
|
(Millions of mcf)
|
Net Proved Developed and Undeveloped Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2006
|
|
|
124
|
|
|
|
348
|
|
|
|
165
|
|
|
|
55
|
|
|
|
692
|
(c)
|
|
|
282
|
(d)
|
|
|
715
|
|
|
|
1,409
|
|
|
|
2,406
|
|
Revisions of previous estimates(a)
|
|
|
7
|
|
|
|
21
|
|
|
|
39
|
|
|
|
(3
|
)
|
|
|
64
|
|
|
|
2
|
|
|
|
63
|
|
|
|
45
|
|
|
|
110
|
|
Extensions, discoveries and other additions
|
|
|
45
|
|
|
|
11
|
|
|
|
6
|
|
|
|
2
|
|
|
|
64
|
|
|
|
32
|
|
|
|
11
|
|
|
|
168
|
|
|
|
211
|
|
Improved recovery
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of minerals in place
|
|
|
|
|
|
|
2
|
|
|
|
121
|
|
|
|
|
|
|
|
123
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
|
15
|
|
Sales of minerals in place
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21
|
)
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
|
|
|
(37
|
)
|
Production
|
|
|
(17
|
)
|
|
|
(42
|
)
|
|
|
(31
|
)
|
|
|
(4
|
)
|
|
|
(94
|
)
|
|
|
(43
|
)
|
|
|
(112
|
)
|
|
|
(84
|
)
|
|
|
(239
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006
|
|
|
138
|
|
|
|
340
|
|
|
|
304
|
|
|
|
50
|
|
|
|
832
|
(c)
|
|
|
236
|
(d)
|
|
|
677
|
|
|
|
1,553
|
|
|
|
2,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions of previous estimates(a)
|
|
|
37
|
|
|
|
17
|
|
|
|
17
|
|
|
|
1
|
|
|
|
72
|
|
|
|
32
|
|
|
|
73
|
|
|
|
143
|
|
|
|
248
|
|
Extensions, discoveries and other additions
|
|
|
17
|
|
|
|
14
|
|
|
|
6
|
|
|
|
23
|
|
|
|
60
|
|
|
|
26
|
|
|
|
11
|
|
|
|
148
|
|
|
|
185
|
|
Improved recovery
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
Purchases of minerals in place
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Sales of minerals in place
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
(4
|
)
|
Production
|
|
|
(15
|
)
|
|
|
(36
|
)
|
|
|
(42
|
)
|
|
|
(7
|
)
|
|
|
(100
|
)
|
|
|
(38
|
)
|
|
|
(101
|
)
|
|
|
(102
|
)
|
|
|
(241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2007
|
|
|
204
|
|
|
|
329
|
|
|
|
285
|
|
|
|
67
|
|
|
|
885
|
(c)
|
|
|
270
|
(d)
|
|
|
656
|
|
|
|
1,742
|
|
|
|
2,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions of previous estimates(a)
|
|
|
9
|
|
|
|
30
|
|
|
|
83
|
|
|
|
25
|
|
|
|
147
|
|
|
|
22
|
|
|
|
84
|
|
|
|
188
|
|
|
|
294
|
|
Extensions, discoveries and other additions
|
|
|
26
|
|
|
|
5
|
|
|
|
1
|
|
|
|
|
|
|
|
32
|
|
|
|
18
|
|
|
|
|
|
|
|
65
|
|
|
|
83
|
|
Improved recovery
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of minerals in place
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of minerals in place
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production
|
|
|
(15
|
)
|
|
|
(32
|
)
|
|
|
(45
|
)
|
|
|
(5
|
)
|
|
|
(97
|
)
|
|
|
(34
|
)
|
|
|
(101
|
)
|
|
|
(137
|
)
|
|
|
(272
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008(b)
|
|
|
227
|
|
|
|
332
|
|
|
|
324
|
|
|
|
87
|
|
|
|
970
|
(c)
|
|
|
276
|
(d)
|
|
|
639
|
|
|
|
1,858
|
|
|
|
2,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude Oil, Condensate and Natural Gas Liquids
|
|
Natural Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa,
|
|
|
|
|
United
|
|
|
|
|
|
Asia and
|
|
|
|
United
|
|
|
|
Asia and
|
|
|
|
|
States
|
|
Europe
|
|
Africa
|
|
Other
|
|
Total
|
|
States
|
|
Europe
|
|
Other
|
|
Total
|
|
|
(Millions of barrels)
|
|
(Millions of mcf)
|
Net Proved Developed Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2006
|
|
|
108
|
|
|
|
233
|
|
|
|
67
|
|
|
|
13
|
|
|
|
421
|
|
|
|
251
|
|
|
|
559
|
|
|
|
496
|
|
|
|
1,306
|
|
At December 31, 2006
|
|
|
90
|
|
|
|
223
|
|
|
|
194
|
|
|
|
19
|
|
|
|
526
|
|
|
|
195
|
|
|
|
517
|
|
|
|
585
|
|
|
|
1,297
|
|
At December 31, 2007
|
|
|
101
|
|
|
|
201
|
|
|
|
201
|
|
|
|
15
|
|
|
|
518
|
|
|
|
199
|
|
|
|
519
|
|
|
|
654
|
|
|
|
1,372
|
|
At December 31, 2008
|
|
|
119
|
|
|
|
192
|
|
|
|
237
|
|
|
|
23
|
|
|
|
571
|
|
|
|
202
|
|
|
|
502
|
|
|
|
727
|
|
|
|
1,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes the impact of changes
in selling prices on production sharing contracts with cost
recovery provisions and stipulated rates of return. In 2008,
revisions included increases of approximately 59 million
barrels of crude oil and 104 million mcf of natural gas,
relating to lower selling prices. In 2007 revisions included
reductions of approximately 29 million barrels of crude oil
and 104 million mcf of natural gas, relating to higher
selling prices. In 2006 this amount was immaterial for both oil
and natural gas |
|
(b) |
|
Includes 28% of crude oil
reserves and 58% of natural gas reserves held under production
sharing contracts. These reserves are located outside of the
United States and are subject to different political and
economic risks. |
|
(c) |
|
Includes 16 million barrels
in 2008, 20 million barrels in 2007 and 23 million
barrels in 2006 of crude oil reserves relating to minority
interest owners of corporate joint ventures. |
|
(d) |
|
Excludes approximately
400 million mcf of carbon dioxide gas for sale or use in
company operations. |
Standardized
Measure of Discounted Future Net Cash Flows Relating to Proved
Oil and Gas Reserves
Future net cash flows are calculated by applying year-end oil
and gas selling prices (adjusted for price changes provided by
contractual arrangements) to estimated future production of
proved oil and gas reserves, less estimated future development
and production costs, which are based on year-end costs and
existing economic assumptions. Future income tax expenses are
computed by applying the appropriate year-end statutory tax
rates to the pre-tax net cash flows relating to the
Corporations proved oil and gas reserves. Future net cash
flows are discounted at the prescribed rate of 10%. The
discounted future net cash flow estimates required by
FAS 69 do not include exploration expenses, interest
expense or corporate general and administrative expenses. The
selling prices of crude oil and natural gas are highly volatile.
The year-end prices, which are required to be used for the
discounted future net cash flows, do not include the effects of
hedges and may not be representative of future selling prices.
The future net cash flow estimates could be materially different
if other assumptions were used.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
|
|
|
|
|
|
|
|
|
Asia and
|
|
At December 31
|
|
Total
|
|
|
States
|
|
|
Europe
|
|
|
Africa
|
|
|
Other
|
|
|
|
(Millions of dollars)
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future revenues
|
|
$
|
46,846
|
|
|
$
|
9,801
|
|
|
$
|
15,757
|
|
|
$
|
12,332
|
|
|
$
|
8,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future production costs
|
|
|
15,884
|
|
|
|
3,422
|
|
|
|
5,998
|
|
|
|
3,763
|
|
|
|
2,701
|
|
Future development costs
|
|
|
10,649
|
|
|
|
1,983
|
|
|
|
4,014
|
|
|
|
1,781
|
|
|
|
2,871
|
|
Future income tax expenses
|
|
|
9,299
|
|
|
|
1,467
|
|
|
|
2,741
|
|
|
|
4,440
|
|
|
|
651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,832
|
|
|
|
6,872
|
|
|
|
12,753
|
|
|
|
9,984
|
|
|
|
6,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future net cash flows
|
|
|
11,014
|
|
|
|
2,929
|
|
|
|
3,004
|
|
|
|
2,348
|
|
|
|
2,733
|
|
Less: discount at 10% annual rate
|
|
|
4,050
|
|
|
|
1,602
|
|
|
|
984
|
|
|
|
493
|
|
|
|
971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows
|
|
$
|
6,964
|
|
|
$
|
1,327
|
|
|
$
|
2,020
|
|
|
$
|
1,855
|
|
|
$
|
1,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
|
|
|
|
|
|
|
|
|
Asia and
|
|
At December 31
|
|
Total
|
|
|
States
|
|
|
Europe
|
|
|
Africa
|
|
|
Other
|
|
|
|
(Millions of dollars)
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future revenues
|
|
$
|
94,955
|
|
|
$
|
18,876
|
|
|
$
|
32,778
|
|
|
$
|
28,960
|
|
|
$
|
14,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future production costs
|
|
|
17,862
|
|
|
|
2,733
|
|
|
|
7,569
|
|
|
|
4,770
|
|
|
|
2,790
|
|
Future development costs
|
|
|
10,118
|
|
|
|
1,472
|
|
|
|
4,329
|
|
|
|
1,640
|
|
|
|
2,677
|
|
Future income tax expenses
|
|
|
33,833
|
|
|
|
5,291
|
|
|
|
12,083
|
|
|
|
14,309
|
|
|
|
2,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,813
|
|
|
|
9,496
|
|
|
|
23,981
|
|
|
|
20,719
|
|
|
|
7,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future net cash flows
|
|
|
33,142
|
|
|
|
9,380
|
|
|
|
8,797
|
|
|
|
8,241
|
|
|
|
6,724
|
|
Less: discount at 10% annual rate
|
|
|
11,237
|
|
|
|
3,792
|
|
|
|
2,826
|
|
|
|
2,155
|
|
|
|
2,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows
|
|
$
|
21,905
|
|
|
$
|
5,588
|
|
|
$
|
5,971
|
|
|
$
|
6,086
|
|
|
$
|
4,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future revenues
|
|
$
|
55,252
|
|
|
$
|
8,686
|
|
|
$
|
19,751
|
|
|
$
|
18,480
|
|
|
$
|
8,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future production costs
|
|
|
13,312
|
|
|
|
1,376
|
|
|
|
6,482
|
|
|
|
3,783
|
|
|
|
1,671
|
|
Future development costs
|
|
|
7,043
|
|
|
|
722
|
|
|
|
2,916
|
|
|
|
1,846
|
|
|
|
1,559
|
|
Future income tax expenses
|
|
|
16,765
|
|
|
|
2,331
|
|
|
|
5,625
|
|
|
|
7,908
|
|
|
|
901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,120
|
|
|
|
4,429
|
|
|
|
15,023
|
|
|
|
13,537
|
|
|
|
4,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future net cash flows
|
|
|
18,132
|
|
|
|
4,257
|
|
|
|
4,728
|
|
|
|
4,943
|
|
|
|
4,204
|
|
Less: discount at 10% annual rate
|
|
|
5,771
|
|
|
|
1,423
|
|
|
|
1,358
|
|
|
|
1,322
|
|
|
|
1,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows
|
|
$
|
12,361
|
|
|
$
|
2,834
|
|
|
$
|
3,370
|
|
|
$
|
3,621
|
|
|
$
|
2,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80
Changes
in Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Millions of dollars)
|
|
Standardized measure of discounted future net cash flows at
beginning of year
|
|
$
|
21,905
|
|
|
$
|
12,361
|
|
|
$
|
14,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and transfers of oil and gas produced during year, net of
production costs
|
|
|
(7,934
|
)
|
|
|
(5,917
|
)
|
|
|
(5,274
|
)
|
Development costs incurred during year
|
|
|
2,523
|
|
|
|
2,605
|
|
|
|
2,164
|
|
Net changes in prices and production costs applicable to future
production
|
|
|
(28,627
|
)
|
|
|
18,646
|
|
|
|
(4,329
|
)
|
Net change in estimated future development costs
|
|
|
(1,056
|
)
|
|
|
(2,554
|
)
|
|
|
(2,402
|
)
|
Extensions and discoveries (including improved recovery) of oil
and gas reserves, less related costs
|
|
|
334
|
|
|
|
3,173
|
|
|
|
1,937
|
|
Revisions of previous oil and gas reserve estimates
|
|
|
1,730
|
|
|
|
4,036
|
|
|
|
1,235
|
|
Net purchases (sales) of minerals in place, before income taxes
|
|
|
18
|
|
|
|
(50
|
)
|
|
|
2,937
|
|
Accretion of discount
|
|
|
4,109
|
|
|
|
2,233
|
|
|
|
2,308
|
|
Net change in income taxes
|
|
|
13,859
|
|
|
|
(9,259
|
)
|
|
|
(1,381
|
)
|
Revision in rate or timing of future production and other changes
|
|
|
103
|
|
|
|
(3,369
|
)
|
|
|
677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(14,941
|
)
|
|
|
9,544
|
|
|
|
(2,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows at end
of year
|
|
$
|
6,964
|
|
|
$
|
21,905
|
|
|
$
|
12,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
QUARTERLY
FINANCIAL DATA
(Unaudited)
Quarterly results of operations for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
Diluted Net
|
|
|
Operating
|
|
Gross
|
|
Net
|
|
Income (Loss)
|
|
|
Revenues
|
|
Profit(a)
|
|
Income (Loss)
|
|
per Share
|
|
|
(Million of dollars, except per share data)
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
$
|
10,667
|
|
|
$
|
1,795
|
|
|
$
|
759
|
|
|
$
|
2.34
|
|
Second
|
|
|
11,717
|
|
|
|
2,073
|
|
|
|
900
|
|
|
|
2.76
|
|
Third
|
|
|
11,398
|
|
|
|
1,905
|
|
|
|
775
|
|
|
|
2.37
|
|
Fourth
|
|
|
7,383
|
|
|
|
662
|
|
|
|
(74
|
)(b)
|
|
|
(.23
|
)
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
$
|
7,319
|
|
|
$
|
980
|
|
|
$
|
370
|
|
|
$
|
1.17
|
|
Second
|
|
|
7,421
|
|
|
|
1,222
|
|
|
|
557
|
(c)
|
|
|
1.75
|
|
Third
|
|
|
7,451
|
|
|
|
1,087
|
|
|
|
395
|
(d)
|
|
|
1.23
|
|
Fourth
|
|
|
9,456
|
|
|
|
1,523
|
|
|
|
510
|
(e)
|
|
|
1.59
|
|
|
|
|
(a) |
|
Gross profit represents sales
and other operating revenues, less cost of products sold,
production expenses, marketing expenses, other operating
expenses and depreciation, depletion and amortization. |
|
(b) |
|
Includes after-tax charges of
$17 million related to asset impairments in the United
States and United Kingdom North Sea and $9 million
associated with Hurricanes Gustav and Ike in the Gulf of
Mexico. |
|
(c) |
|
Includes after-tax income of
$15 million from asset sales in the United Kingdom North
Sea. |
|
(d) |
|
Includes after-tax charges of
$33 million from estimated production imbalance settlements
at two offshore fields. |
|
(e) |
|
Includes net after-tax expense
of $57 million related to asset impairments at two mature
fields in the United Kingdom North Sea and a charge related to
MTBE litigation, partially offset by income due to the
liquidation of prior year LIFO inventories. |
The results of operations for the periods reported herein should
not be considered as indicative of future operating results.
82
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A.
|
Controls
and Procedures
|
Based upon their evaluation of the Corporations disclosure
controls and procedures (as defined in Exchange Act
Rules 13a-15(e)
and
15d-15(e))
as of December 31, 2008, John B. Hess, Chief Executive
Officer, and John P. Rielly, Chief Financial Officer, concluded
that these disclosure controls and procedures were effective as
of December 31, 2008.
There was no change in internal controls over financial
reporting identified in the evaluation required by paragraph
(d) of
Rules 13a-15
or 15d-15 in
the quarter ended December 31, 2008 that has materially
affected, or is reasonably likely to materially affect, internal
controls over financial reporting.
Managements report on internal control over financial
reporting and the attestation report on managements
assessment are included in Item 8 of this annual report on
Form 10-K.
|
|
Item 9B.
|
Other
Information
|
None.
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
Information relating to Directors is incorporated herein by
reference to Election of Directors from the
Registrants definitive proxy statement for the annual
meeting of stockholders to be held on May 6, 2009.
Information regarding executive officers is included in
Part I hereof.
The Corporation has adopted a Code of Business Conduct and
Ethics applicable to the Corporations directors, officers
(including the Corporations principal executive officer
and principal financial officer) and employees. The Code of
Business Conduct and Ethics is available on the
Corporations website. In the event that we amend or waive
any of the provisions of the Code of Business Conduct and Ethics
that relate to any element of the code of ethics definition
enumerated in Item 406(b) of
Regulation S-K,
we intend to disclose the same on the Corporations website
at www.hess.com.
Information relating to the audit committee is incorporated
herein by reference to Election of Directors from
the registrants definitive proxy statement for the annual
meeting of stockholders to be held on May 6, 2009.
|
|
Item 11.
|
Executive
Compensation
|
Information relating to executive compensation is incorporated
herein by reference to Election of Directors
Executive Compensation and Other Information, from the
Registrants definitive proxy statement for the annual
meeting of stockholders to be held on May 6, 2009.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
Information pertaining to security ownership of certain
beneficial owners and management is incorporated herein by
reference to Election of Directors Ownership
of Voting Securities by Certain Beneficial Owners and
Election of Directors Ownership of Equity
Securities by Management from the Registrants
definitive proxy statement for the annual meeting of
stockholders to be held on May 6, 2009.
See Equity Compensation Plans in Item 5 for
information pertaining to securities authorized for issuance
under equity compensation plans.
83
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Information relating to this item is incorporated herein by
reference to Election of Directors from the
Registrants definitive proxy statement for the annual
meeting of stockholders to be held on May 6, 2009.
|
|
Item 14.
|
Principal
Accounting Fees and Services
|
Information relating to this item is incorporated by reference
to Ratification of Selection of Independent Auditors
from the Registrants definitive proxy statement for the
annual meeting of stockholders to be held on May 6, 2009.
PART IV
|
|
Item 15.
|
Exhibits,
Financial Statement Schedules
|
|
|
(a)
|
1. and 2.
Financial statements and financial statement schedules
|
The financial statements filed as part of this Annual Report on
Form 10-K
are listed in the accompanying index to financial statements and
schedules in Item 8, Financial Statements and
Supplementary Data.
|
|
|
|
|
|
3(1)
|
|
|
Restated Certificate of Incorporation of Registrant, including
amendment thereto dated May 3, 2006 incorporated by reference to
Exhibit 3 of Registrants Form 10-Q for the three months
ended June 30, 2006.
|
|
3(2)
|
|
|
By-Laws of Registrant incorporated by reference to Exhibit 3 of
Form 10-Q of Registrant for the three months ended June 30, 2002.
|
|
4(1)
|
|
|
Certificate of designations, preferences and rights of 3%
cumulative convertible preferred stock of Registrant
incorporated by reference to Exhibit 4 of Form 10-Q of
Registrant for the three months ended June 30, 2000.
|
|
4(2)
|
|
|
Five-Year Credit Agreement dated as of December 10, 2004, as
amended and restated as of May 12, 2006, among Registrant,
certain subsidiaries of Registrant, J.P. Morgan Chase Bank,
N.A. as lender and administrative agent, and the other lenders
party thereto, incorporated by reference to Exhibit(4) of Form
10-Q of Registrant for the three months ended June 30, 2006.
|
|
4(3)
|
|
|
Indenture dated as of October 1, 1999 between Registrant and The
Chase Manhattan Bank, as Trustee, incorporated by reference to
Exhibit 4(1) of Form 10-Q of Registrant for the three months
ended September 30, 1999.
|
|
4(4)
|
|
|
First Supplemental Indenture dated as of October 1, 1999 between
Registrant and The Chase Manhattan Bank, as Trustee, relating to
Registrants 73/8% Notes due 2009 and 77/8% Notes
due 2029, incorporated by reference to Exhibit 4(2) to Form 10-Q
of Registrant for the three months ended September 30, 1999.
|
|
4(5)
|
|
|
Prospectus Supplement dated August 8, 2001 to Prospectus dated
July 27, 2001 relating to Registrants 5.30% Notes due
2004, 5.90% Notes due 2006, 6.65% Notes due 2011 and
7.30% Notes due 2031, incorporated by reference to
Registrants prospectus filed pursuant to Rule 424(b)(2)
under the Securities Act of 1933 on August 9, 2001.
|
|
4(6)
|
|
|
Prospectus Supplement dated February 28, 2002 to Prospectus
dated July 27, 2001 relating to Registrants
7.125% Notes due 2033, incorporated by reference to
Registrants prospectus filed pursuant to Rule 424(b)(2)
under the Securities Act of 1933 on February 28, 2002. Other
instruments defining the rights of holders of long-term debt of
Registrant and its consolidated subsidiaries are not being filed
since the total amount of securities authorized under each such
instrument does not exceed 10 percent of the total assets
of Registrant and its subsidiaries on a consolidated basis.
Registrant agrees to furnish to the Commission a copy of any
instruments defining the rights of holders of long-term debt of
Registrant and its subsidiaries upon request.
|
|
4(7)
|
|
|
Indenture dated as of March 1, 2006 between Registrant and The
Bank of New York Mellon as successor to JP Morgan Chase, as
Trustee, including form of Note. Incorporated by reference to
Exhibit 4 to Registrants
Form S-3ASR
filed with the Securities and Exchange Commission on March 1,
2006.
|
84
|
|
|
|
|
|
4(8)
|
|
|
Form of 2014 Note issued pursuant to Indenture, dated as of
March 1, 2006, among Registrant and The Bank of New York Mellon,
as successor to JP Morgan Chase as Trustee. Incorporated by
reference to Exhibit 4.1 to Registrants Form 8-K filed
with the Securities and Exchange Commission on February 4, 2009.
|
|
4(9)
|
|
|
Form of 2019 Note issued pursuant to Indenture, dated as of
March 1, 2006, among Registrant and The Bank of New York Mellon,
as successor to JP Morgan Chase, as Trustee. Incorporated by
reference to Exhibit 4.2 to Registrants Form 8-K filed
with the Securities and Exchange Commission on February 4, 2009.
|
|
10(1)
|
|
|
Extension and Amendment Agreement between the Government of the
Virgin Islands and Hess Oil Virgin Islands Corp. incorporated by
reference to Exhibit 10(4) of Form 10-Q of Registrant for the
three months ended June 30, 1981.
|
|
10(2)
|
|
|
Restated Second Extension and Amendment Agreement dated July 27,
1990 between Hess Oil Virgin Islands Corp. and the Government of
the Virgin Islands incorporated by reference to Exhibit 19 of
Form 10-Q of Registrant for the three months ended September 30,
1990.
|
|
10(3)
|
|
|
Technical Clarifying Amendment dated as of November 17, 1993 to
Restated Second Extension and Amendment Agreement between the
Government of the Virgin Islands and Hess Oil Virgin Islands
Corp. incorporated by reference to Exhibit 10(3) of Form 10-K of
Registrant for the fiscal year ended December 31, 1993.
|
|
10(4)
|
|
|
Third Extension and Amendment Agreement dated April 15, 1998 and
effective October 30, 1998 among Hess Oil Virgin Islands Corp.,
PDVSA V.I., Inc., HOVENSA L.L.C. and the Government of the
Virgin Islands incorporated by reference to Exhibit 10(4) of
Form 10-K of Registrant for the fiscal year ended December 31,
1998.
|
|
10(5)
|
*
|
|
Incentive Cash Bonus Plan description incorporated by reference
to Item 5.02 of Form 8-K of Registrant filed on February 10,
2009.
|
|
10(6)
|
*
|
|
Financial Counseling Program description incorporated by
reference to Exhibit 10(6) of Form 10-K of Registrant for fiscal
year ended December 31, 2004.
|
|
10(7)
|
*
|
|
Hess Corporation Savings and Stock Bonus Plan incorporated by
reference to Exhibit 10(7) of
Form 10-K
of Registrant for fiscal year ended December 31, 2006.
|
|
10(8)
|
*
|
|
Performance Incentive Plan for Senior Officers, incorporated by
reference to Exhibit (10) of Form 10-Q of Registrant for the
three months ended June 30, 2006.
|
|
10(9)
|
*
|
|
Hess Corporation Pension Restoration Plan dated January 19, 1990
incorporated by reference to Exhibit 10(9) of Form 10-K of
Registrant for the fiscal year ended December 31, 1989.
|
|
10(10)
|
*
|
|
Amendment dated December 31, 2006 to Hess Corporation Pension
Restoration Plan incorporated by reference to Exhibit 10(10) of
Form 10-K of Registrant for fiscal year ended December 31, 2006.
|
|
10(11)
|
*
|
|
Letter Agreement dated May 17, 2001 between Registrant and John
P. Rielly relating to Mr. Riellys participation in the
Hess Corporation Pension Restoration Plan, incorporated by
reference to Exhibit 10(18) of Form 10-K of Registrant for the
fiscal year ended December 31, 2002.
|
|
10(12)
|
*
|
|
Second Amended and Restated 1995 Long-Term Incentive Plan,
including forms of awards thereunder incorporated by reference
to Exhibit 10(11) of Form 10-K of Registrant for fiscal year
ended December 31, 2004.
|
|
10(13)
|
*
|
|
2008 Long Term Incentive Plan, incorporated by reference to
Annex B to Registrants definitive proxy statement filed on
March 27, 2008.
|
|
10(14)
|
*
|
|
Forms of Awards under Registrants 2008 Long Term Incentive
Plan, incorporated by reference to Exhibit 10(2) of Form 10-Q of
Registrant for three months ended June 30, 2008.
|
|
10(15)
|
*
|
|
Compensation program description for non-employee directors,
incorporated by reference to Item 1.01 of Form 8-K of
Registrant dated January 1, 2007.
|
|
10(16)
|
*
|
|
Change of Control Termination Benefits Agreement dated as of
September 1, 1999 between Registrant and John B. Hess,
incorporated by reference to Exhibit 10(1) of Form 10-Q of
Registrant for the three months ended September 30, 1999.
Substantially identical agreements (differing only in the
signatories thereto) were entered into between Registrant and J.
Barclay Collins, John J. OConnor and F. Borden Walker.
|
85
|
|
|
|
|
|
10(17)
|
*
|
|
Change of Control Termination Benefits Agreement dated as of
September 1, 1999 between Registrant and John A. Gartman
incorporated by reference to Exhibit 10(14) of Form 10-K of
Registrant for the fiscal year ended December 31, 2001.
Substantially identical agreements (differing only in the
signatories thereto) were entered into between Registrant and
other executive officers (other than the named executive
officers referred to in Exhibit 10(15)).
|
|
10(18)
|
*
|
|
Letter Agreement dated March 18, 2002 between Registrant and
John J. OConnor relating to Mr. OConnors
participation in the Hess Corporation Pension Restoration Plan
incorporated by reference to Exhibit 10(15) of Form 10-K of
Registrant for the fiscal year ended December 31, 2001.
|
|
10(19)
|
*
|
|
Letter Agreement dated March 18, 2002 between Registrant and F.
Borden Walker relating to Mr. Walkers participation
in the Hess Corporation Pension Restoration Plan incorporated by
reference to Exhibit 10(16) of Form 10-K of Registrant for the
fiscal year ended December 31, 2001.
|
|
10(20)
|
*
|
|
Agreement between Registrant and Gregory P. Hill relating to his
compensation and other terms of employment, incorporated by
reference to Form 8-K of Registrant filed January 7, 2009.
|
|
10(21)
|
*
|
|
Deferred Compensation Plan of Registrant dated December 1, 1999
incorporated by reference to Exhibit 10(16) of Form 10-K of
Registrant for the fiscal year ended December 31, 1999.
|
|
10(22)
|
|
|
Asset Purchase and Contribution Agreement dated as of October
26, 1998, among PDVSA V.I., Inc., Hess Oil Virgin Islands Corp.
and HOVENSA L.L.C. (including Glossary of definitions)
incorporated by reference to Exhibit 2.1 of Form 8-K of
Registrant dated October 30, 1998.
|
|
10(23)
|
|
|
Amended and Restated Limited Liability Company Agreement of
HOVENSA L.L.C. dated as of October 30, 1998 incorporated by
reference to Exhibit 10.1 of Form 8-K of Registrant dated
October 30, 1998.
|
|
21
|
|
|
Subsidiaries of Registrant.
|
|
23
|
|
|
Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm, dated February 20, 2009, to the incorporation
by reference in Registrants Registration Statements (Form
S-3
No. 333-132145,
and Form S-8 Nos. 333-43569, 333-94851, 333-115844 and
333-150992), of its reports relating to Registrants
financial statements, which consent appears on page 88 herein.
|
|
31(1)
|
|
|
Certification required by Rule 13a-14(a) (17 CFR
240.13a-14(a)) or Rule 15d-14(a)
(17 CFR 240.15d-14(a)).
|
|
31(2)
|
|
|
Certification required by Rule 13a-14(a) (17 CFR
240.13a-14(a)) or Rule 15d-14(a)
(17 CFR 240.15d-14(a)).
|
|
32(1)
|
|
|
Certification required by Rule 13a-14(b) (17 CFR
240.13a-14(b)) or Rule 15d-14(b)
(17 CFR 240.15d-14(b))
and Section 1350 of Chapter 63 of Title 18 of the United States
Code
(18 U.S.C. 1350).
|
|
32(2)
|
|
|
Certification required by Rule 13a-14(b) (17 CFR
240.13a-14(b)) or Rule 15d-14(b)
(17 CFR 240.15d-14(b))
and Section 1350 of Chapter 63 of Title 18 of the United States
Code
(18 U.S.C. 1350).
|
|
|
|
* |
|
These exhibits relate to
executive compensation plans and arrangements. |
During the three months ended December 31, 2008, Registrant
filed or furnished the following report on
Form 8-K:
1. Filing dated October 29, 2008 reporting under
Items 2.02 and 9.01, a news release dated October 29,
2008 reporting results for the third quarter of 2008.
86
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 23rd day of
February 2009.
HESS CORPORATION
(Registrant)
(John P. Rielly)
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ John
B. Hess
John
B. Hess
|
|
Director, Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
|
February 23, 2009
|
|
|
|
|
|
/s/ Nicholas
F. Brady
Nicholas
F. Brady
|
|
Director
|
|
February 23, 2009
|
|
|
|
|
|
/s/ J.
Barclay Collins II
J.
Barclay Collins II
|
|
Director
|
|
February 23, 2009
|
|
|
|
|
|
/s/ Edith
E. Holiday
Edith
E. Holiday
|
|
Director
|
|
February 23, 2009
|
|
|
|
|
|
/s/ Thomas
H. Kean
Thomas
H. Kean
|
|
Director
|
|
February 23, 2009
|
|
|
|
|
|
/s/ Dr. Risa
Lavizzo-Mourey
Dr. Risa
Lavizzo-Mourey
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Director
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February 23, 2009
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/s/ Craig
G. Matthews
Craig
G. Matthews
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Director
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February 23, 2009
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/s/ John
H. Mullin
John
H. Mullin
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Director
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February 23, 2009
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/s/ John
J. OConnor
John
J. OConnor
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Director
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February 23, 2009
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/s/ Frank
A. Olson
Frank
A. Olson
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Director
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February 23, 2009
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/s/ John
P. Rielly
John
P. Rielly
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Senior Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
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February 23, 2009
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/s/ Ernst
H. von Metzsch
Ernst
H. von Metzsch
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Director
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February 23, 2009
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/s/ F.
Borden Walker
F.
Borden Walker
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Director
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February 23, 2009
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/s/ Robert
N. Wilson
Robert
N. Wilson
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Director
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February 23, 2009
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87
Consent
of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following
Registration Statements:
(1) Registration Statement
(Form S-3
No. 333-132145)
of Hess Corporation,
(2) Registration Statement
(Form S-8
No. 333-43569)
pertaining to the Hess Corporation Employees Savings Plan,
(3) Registration Statement
(Form S-8
No. 333-94851),
pertaining to the Hess Corporation Amended and Restated 1995
Long-Term Incentive Plan
(4) Registration Statement
(Form S-8
No. 333-115844)
pertaining to the Hess Corporation Second Amended and Restated
1995 Long-Term Incentive Plan, and
(5) Registration Statement
(Form S-8
No. 333-150992)
pertaining to the Hess Corporation 2008 Long-Term Incentive Plan;
of our reports dated February 20, 2009, with respect to the
consolidated financial statements and schedule of Hess
Corporation and consolidated subsidiaries and with respect to
the effectiveness of internal control over financial reporting
of Hess Corporation, included in this Annual Report
(Form 10-K)
for the year ended December 31, 2008.
New York, New York
February 20, 2009
88
Schedule II
HESS
CORPORATION AND CONSOLIDATED SUBSIDIARIES
For the Years Ended December 31, 2008, 2007 and 2006
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Additions
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Charged
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to Costs
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Charged
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Deductions
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Balance
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and
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to Other
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from
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Balance
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Description
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January 1
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Expenses
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Accounts
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Reserves
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December 31
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(In millions)
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2008
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Losses on receivables
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$
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41
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$
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9
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$
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$
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4
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$
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46
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2007
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Losses on receivables
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$
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39
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$
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5
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$
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$
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3
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$
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41
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2006
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Losses on receivables
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$
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30
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$
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14
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$
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$
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5
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$
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39
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89
EXHIBIT INDEX
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3(1)
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Restated Certificate of Incorporation of Registrant, including
amendment thereto dated May 3, 2006 incorporated by
reference to Exhibit(3) of Registrants
Form 10-Q
for the three months ended June 30, 2006.
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3(2)
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By-Laws of Registrant incorporated by reference to
Exhibit 3 of
Form 10-Q
of Registrant for the three months ended June 30, 2002.
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4(1)
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Certificate of designations, preferences and rights of 3%
cumulative convertible preferred stock of Registrant
incorporated by reference to Exhibit 4 of
Form 10-Q
of Registrant for the three months ended June 30, 2000.
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4(2)
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Five-Year Credit Agreement dated as of December 10, 2004,
as amended and restated as of May 12, 2006, among
Registrant, certain subsidiaries of Registrant, J.P. Morgan
Chase Bank, N.A. as lender and administrative agent, and the
other lenders party thereto, incorporated by reference to
Exhibit(4) of
Form 10-Q
of Registrant for the three months ended June 30, 2006.
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4(3)
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Indenture dated as of October 1, 1999 between Registrant
and The Chase Manhattan Bank, as Trustee, incorporated by
reference to Exhibit 4(1) of
Form 10-Q
of Registrant for the three months ended September 30, 1999.
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4(4)
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First Supplemental Indenture dated as of October 1, 1999 between
Registrant and The Chase Manhattan Bank, as Trustee, relating to
Registrants
73/8% Notes
due 2009 and
77/8% Notes
due 2029, incorporated by reference to Exhibit 4(2) to
Form 10-Q
of Registrant for the three months ended September 30, 1999.
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4(5)
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Prospectus Supplement dated August 8, 2001 to Prospectus
dated July 27, 2001 relating to Registrants
5.30% Notes due 2004, 5.90% Notes due 2006,
6.65% Notes due 2011 and 7.30% Notes due 2031,
incorporated by reference to Registrants prospectus filed
pursuant to Rule 424(b)(2) under the Securities Act of 1933
on August 9, 2001.
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4(6)
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Prospectus Supplement dated February 28, 2002 to Prospectus
dated July 27, 2001 relating to Registrants
7.125% Notes due 2033, incorporated by reference to
Registrants prospectus filed pursuant to
Rule 424(b)(2) under the Securities Act of 1933 on
February 28, 2002.
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Other instruments defining the rights of holders of long-term
debt of Registrant and its consolidated subsidiaries are not
being filed since the total amount of securities authorized
under each such instrument does not exceed 10 percent of
the total assets of Registrant and its subsidiaries on a
consolidated basis. Registrant agrees to furnish to the
Commission a copy of any instruments defining the rights of
holders of long-term debt of Registrant and its subsidiaries
upon request.
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4(7)
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Indenture dated as of March 1, 2006 between Registrant and
The Bank of New York Mellon as successor to JP Morgan
Chase, as Trustee, including form of Note. Incorporated by
reference to Exhibit 4 to Registrants
Form S-3ASR
filed with the Securities and Exchange Commission on
March 1, 2006.
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4(8)
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Form of 2014 Note issued pursuant to Indenture, dated as of
March 1, 2006, among Registrant and The Bank of New York
Mellon, as successor to JP Morgan Chase as Trustee.
Incorporated by reference to Exhibit 4.1 to
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
February 4, 2009.
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4(9)
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Form of 2019 Note issued pursuant to Indenture, dated as of
March 1, 2006, among Registrant and The Bank of New York
Mellon, as successor to JP Morgan Chase, as Trustee.
Incorporated by reference to Exhibit 4.2 to
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
February 4, 2009.
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10(1)
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Extension and Amendment Agreement between the Government of the
Virgin Islands and Hess Oil Virgin Islands Corp. incorporated by
reference to Exhibit 10(4) of
Form 10-Q
of Registrant for the three months ended June 30, 1981.
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10(2)
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Restated Second Extension and Amendment Agreement dated
July 27, 1990 between Hess Oil Virgin Islands Corp. and the
Government of the Virgin Islands incorporated by reference to
Exhibit 19 of
Form 10-Q
of Registrant for the three months ended September 30, 1990.
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10(3)
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Technical Clarifying Amendment dated as of November 17,
1993 to Restated Second Extension and Amendment Agreement
between the Government of the Virgin Islands and Hess Oil Virgin
Islands Corp. incorporated by reference to Exhibit 10(3) of
Form 10-K
of Registrant for the fiscal year ended December 31, 1993.
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10(4)
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Third Extension and Amendment Agreement dated April 15,
1998 and effective October 30, 1998 among Hess Oil Virgin
Islands Corp., PDVSA V.I., Inc., HOVENSA L.L.C. and the
Government of the Virgin Islands incorporated by reference to
Exhibit 10(4) of
Form 10-K
of Registrant for the fiscal year ended December 31, 1998.
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10(5)
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*
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Incentive Cash Bonus Plan description incorporated by reference
to Item 5.02 of
Form 8-K
of Registrant filed on February 10, 2009.
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10(6)
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*
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Financial Counseling Program description incorporated by
reference to Exhibit 10(6) of
Form 10-K
of Registrant for fiscal year ended December 31, 2004.
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10(7)
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*
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Hess Corporation Savings and Stock Bonus Plan incorporated by
reference to Exhibit 10(7) of
Form 10-K
of Registrant for fiscal year ended December 31, 2006.
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10(8)
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*
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Performance Incentive Plan for Senior Officers, incorporated by
reference to Exhibit (10) of
Form 10-Q
of Registrant for the three months ended June 30, 2006.
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10(9)
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*
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Hess Corporation Pension Restoration Plan dated January 19,
1990 incorporated by reference to Exhibit 10(9) of
Form 10-K
of Registrant for the fiscal year ended December 31, 1989.
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10(10)
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*
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Amendment dated December 31, 2006 to Hess Corporation
Pension Restoration Plan incorporated by reference to
Exhibit 10(10) of
Form 10-K
of Registrant for fiscal year ended December 31, 2006.
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10(11)
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*
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Letter Agreement dated May 17, 2001 between Registrant and
John P. Rielly relating to Mr. Riellys
participation in the Hess Corporation Pension Restoration Plan,
incorporated by reference to Exhibit 10(18) of
Form 10-K
of Registrant for the fiscal year ended December 31, 2002.
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10(12)
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*
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Second Amended and Restated 1995 Long-Term Incentive Plan,
including forms of awards thereunder incorporated by reference
to Exhibit 10(11) of
Form 10-K
of Registrant for fiscal year ended December 31, 2004.
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10(13)
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*
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2008 Long Term Incentive Plan, incorporated by reference to
Annex B to Registrants definitive proxy statement
filed on March 27, 2008.
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10(14)
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*
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Forms of Awards under Registrants 2008 Long Term Incentive
Plan, incorporated by reference to Exhibit 10(2) of
Form 10-Q
of Registrant for three months ended June 30, 2008.
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10(15)
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*
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Compensation program description for non-employee directors,
incorporated by reference to Item 1.01 of
Form 8-K
of Registrant dated January 1, 2007.
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10(16)
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*
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Change of Control Termination Benefits Agreement dated as of
September 1, 1999 between Registrant and John B. Hess,
incorporated by reference to Exhibit 10(1) of
Form 10-Q
of Registrant for the three months ended September 30,
1999. Substantially identical agreements (differing only in the
signatories thereto) were entered into between Registrant and
J. Barclay Collins, John J. OConnor and
F. Borden Walker.
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10(17)
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*
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Change of Control Termination Benefits Agreement dated as of
September 1, 1999 between Registrant and John A.
Gartman incorporated by reference to Exhibit 10(14) of
Form 10-K
of Registrant for the fiscal year ended December 31, 2001.
Substantially identical agreements (differing only in the
signatories thereto) were entered into between Registrant and
other executive officers (other than the named executive
officers referred to in Exhibit 10(15)).
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10(18)
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*
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Letter Agreement dated March 18, 2002 between Registrant
and John J. OConnor relating to
Mr. OConnors participation in the Hess
Corporation Pension Restoration Plan incorporated by reference
to Exhibit 10(15) of
Form 10-K
of Registrant for the fiscal year ended December 31, 2001.
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10(19)
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*
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Letter Agreement dated March 18, 2002 between Registrant
and F. Borden Walker relating to Mr. Walkers
participation in the Hess Corporation Pension Restoration Plan
incorporated by reference to Exhibit 10(16) of
Form 10-K
of Registrant for the fiscal year ended December 31, 2001.
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10(20)
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*
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Agreement between Registrant and Gregory P. Hill relating
to his compensation and other terms of employment, incorporated
by reference to
Form 8-K
of Registrant filed January 7, 2009.
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10(21)
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*
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Deferred Compensation Plan of Registrant dated December 1,
1999 incorporated by reference to Exhibit 10(16) of
Form 10-K
of Registrant for the fiscal year ended December 31, 1999.
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10(22)
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Asset Purchase and Contribution Agreement dated as of
October 26, 1998, among PDVSA V.I., Inc., Hess Oil
Virgin Islands Corp. and HOVENSA L.L.C. (including Glossary of
definitions) incorporated by reference to Exhibit 2.1 of
Form 8-K
of Registrant dated October 30, 1998.
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10(23)
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Amended and Restated Limited Liability Company Agreement of
HOVENSA L.L.C. dated as of October 30, 1998 incorporated by
reference to Exhibit 10.1 of
Form 8-K
of Registrant dated October 30, 1998.
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21
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Subsidiaries of Registrant.
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23
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Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm, dated February 20, 2009, to the
incorporation by reference in Registrants Registration
Statements
(Form S-3
No. 333-132145,
and
Form S-8
Nos. 333-43569,
333-94851,
333-115844
and
333-150992),
of its reports relating to Registrants financial
statements, which consent appears on page 88 herein.
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31(1)
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Certification required by
Rule 13a-14(a)
(17 CFR
240.13a-14(a))
or
Rule 15d-14(a)
(17 CFR 240.15d-14(a)).
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31(2)
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Certification required by
Rule 13a-14(a)
(17 CFR
240.13a-14(a))
or
Rule 15d-14(a)
(17 CFR 240.15d-14(a)).
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32(1)
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Certification required by
Rule 13a-14(b)
(17 CFR
240.13a-14(b))
or
Rule 15d-14(b)
(17 CFR 240.15d-14(b))
and Section 1350 of Chapter 63 of Title 18 of the
United States Code
(18 U.S.C. 1350).
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32(2)
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Certification required by
Rule 13a-14(b)
(17 CFR
240.13a-14(b))
or
Rule 15d-14(b)
(17 CFR 240.15d-14(b))
and Section 1350 of Chapter 63 of Title 18 of the
United States Code
(18 U.S.C. 1350).
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* |
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These exhibits relate to
executive compensation plans and arrangements. |