1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ COMMISSION FILE NUMBER 1-1204 ------------------------ AMERADA HESS CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 13-4921002 (I.R.S. Employer Identification Number) <TABLE> <S> <C> 1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y. 10036 (Address of principal executive offices) (Zip Code) </TABLE> (Registrant's telephone number, including area code, is (212) 997-8500) ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: <TABLE> <CAPTION> NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- <S> <C> Common Stock (par value $1.00) New York Stock Exchange </TABLE> SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ Indicate by check mark 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 Registrant's 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. [X] The aggregate market value of voting stock held by non-affiliates of the Registrant amounted to $3,881,000,000 as of February 29, 2000. At February 29, 2000, 90,676,405 shares of Common Stock were outstanding. Certain items in Parts I and II incorporate information by reference from the 1999 Annual Report to Stockholders and Part III is incorporated by reference from the Proxy Statement for the annual meeting of stockholders to be held on May 3, 2000. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
2 PART I ITEM 1. BUSINESS Amerada Hess Corporation (the "Registrant") is a Delaware corporation, incorporated in 1920. The Registrant and its subsidiaries (collectively referred to as the "Corporation") explore for, produce, purchase, transport and sell crude oil and natural gas. These exploration and production activities take place in the United States, United Kingdom, Norway, Denmark, Gabon, Indonesia, Azerbaijan, Thailand and in certain other countries. The Corporation also manufactures, purchases, transports and markets refined petroleum and other energy products. The Corporation owns 50% of a refinery joint venture in the United States Virgin Islands, and another refining facility, terminals and retail outlets located on the East Coast of the United States. EXPLORATION AND PRODUCTION At December 31, 1999, the Corporation had 698 million barrels of proved crude oil and natural gas liquids reserves compared with 695 million barrels at the end of 1998. Proved natural gas reserves were 1,904 million Mcf at December 31, 1999 compared with 2,055 million Mcf at December 31, 1998. Of the Corporation's proved reserves (on a barrel of oil equivalent basis), 26% are located in the United States, 60% are located in the United Kingdom, Norwegian and Danish sectors of the North Sea and the remainder are located in Azerbaijan, Gabon, Indonesia and Thailand. Worldwide crude oil and natural gas liquids production amounted to 232,407 barrels per day in 1999 compared with 205,989 barrels per day in 1998. Worldwide natural gas production was 642,544 Mcf per day in 1999 compared with 576,477 Mcf per day in 1998. The Corporation has a number of oil and gas developments in progress and it also has an inventory of domestic and foreign drillable prospects. UNITED STATES. Amerada Hess Corporation operates mainly offshore in the Gulf of Mexico and onshore in Texas, Louisiana and North Dakota. During 1999, 28% of the Corporation's crude oil and natural gas liquids production and 53% of its natural gas production were from United States operations. The table below sets forth the Corporation's average daily net production by area in the United States: <TABLE> <CAPTION> 1999 1998 ------- ------- <S> <C> <C> CRUDE OIL, INCLUDING CONDENSATE AND NATURAL GAS LIQUIDS (BARRELS PER DAY) Gulf of Mexico............................................ 31,926 11,041 Texas..................................................... 14,577 15,803 North Dakota.............................................. 13,170 12,958 Louisiana................................................. 1,848 1,588 Other..................................................... 3,084 3,530 ------- ------- Total............................................. 64,605 44,920 ======= ======= NATURAL GAS (MCF PER DAY) Gulf of Mexico............................................ 191,002 116,392 North Dakota.............................................. 59,237 58,476 Louisiana................................................. 52,280 56,627 Texas..................................................... 21,839 26,023 New Mexico................................................ 11,533 12,442 California*............................................... 1,463 18,320 Mississippi............................................... 690 5,569 ------- ------- Total............................................. 338,044 293,849 ======= ======= BARRELS OF OIL EQUIVALENT (PER DAY)......................... 120,946 93,895 ======= ======= </TABLE> - -------------------------------------------------------------------------------- * Properties sold in January 1999. At December 31, 1999, the Corporation has an interest in 150 exploration blocks in the Gulf of Mexico of which it operates 100. The Corporation has 439,092 net undeveloped acres in the Gulf of Mexico. 1
3 UNITED KINGDOM. The Corporation's activities in the United Kingdom are conducted by its wholly-owned subsidiary, Amerada Hess Limited. During 1999, 51% of the Corporation's crude oil and natural gas liquids production and 40% of its natural gas production were from United Kingdom operations. The table below sets forth the Corporation's average daily net production in the United Kingdom by field and the Corporation's interest in each at December 31, 1999: <TABLE> <CAPTION> INTEREST 1999 1998 PRODUCING FIELD -------- ------- ------- <S> <C> <C> <C> CRUDE OIL, INCLUDING CONDENSATE AND NATURAL GAS LIQUIDS (BARRELS PER DAY) Scott................................. 34.95% 29,306 33,291 Beryl/Ness/Nevis/Buckland............. 22.22/22.22/37.35/14.07 25,431 23,472 Fife/Fergus/Flora..................... 85.00/65.00/85.00 17,507 20,761 Schiehallion.......................... 15.67 12,315 3,149 Arbroath/Montrose/Arkwright........... 28.21 8,946 8,945 Telford............................... 31.42 6,894 10,603 Hudson................................ 28.00 6,697 2,262 Ivanhoe/Rob Roy/Hamish................ 42.08 4,102 5,041 Renee/Rubie........................... 14.00/19.20 2,742 -- Durward/Dauntless..................... 28.00 639 5,012 Other................................. Various 3,220 2,917 ------- ------- Total............................ 117,799 115,453 ======= ======= NATURAL GAS (MCF PER DAY) Beryl/Ness/Nevis/Buckland............. 22.22/22.22/37.35/14.07% 81,900 51,700 Everest/Lomond........................ 18.67/16.67 56,900 60,500 Davy/Bessemer......................... 27.78/23.08 42,300 29,000 Indefatigable......................... 23.08 26,000 36,600 Scott................................. 34.95 17,600 17,200 Leman................................. 21.74 17,200 31,600 Telford............................... 31.42 7,900 13,900 Other................................. Various 8,000 10,500 ------- ------- Total............................ 257,800 251,000 ======= ======= BARRELS OF OIL EQUIVALENT (PER DAY)..... 160,766 157,286 ======= ======= </TABLE> - -------------------------------------------------------------------------------- The Corporation is developing several oil and gas fields in the United Kingdom North Sea and is evaluating other discoveries. Amerada Hess Limited owns 25% of the shares of Premier Oil plc, a United Kingdom company with worldwide exploration and production interests. In 1999, Amerada Hess Limited, Petronas (the Malaysian state oil company) and Premier created an alliance. Both Amerada Hess Limited and Petronas purchased new shares in Premier and each has a 25% interest. NORWAY. The Corporation's activities in Norway are conducted through its wholly-owned Norwegian subsidiary, Amerada Hess Norge A/S. Norwegian operations accounted for crude oil and natural gas liquids production of 27,009 net barrels per day in 1999 and 28,322 net barrels per day in 1998. Substantially all of the 1999 Norwegian production is from the Corporation's 28.09% interest in the Valhall Field. An enhanced-recovery waterflood project for the Valhall Field is being evaluated. DENMARK. Amerada Hess A/S, the Corporation's Danish subsidiary, brought the South Arne Field on-stream in the third quarter of 1999. The Corporation operates this field with a 57.48% interest. Net production from the South Arne Field has reached 32,000 barrels of oil per day and 35,000 Mcf of natural gas per day. 2
4 GABON. Amerada Hess Production Gabon (AHPG), the Corporation's majority-owned Gabonese subsidiary, has a 10% interest in the Rabi Kounga Field in Gabon. AHPG's share of production averaged 10,226 net barrels of crude oil per day in 1999 and 14,345 net barrels per day in 1998. The decrease in the Corporation's share of production was largely due to a reduced interest in AHPG in 1999. AHPG has a 40% interest in the developing onshore Atora Field. Production is expected to begin in 2000 and to reach a net level of 4,000 barrels of oil per day late in 2000. INDONESIA. The Corporation has a 30% interest in the Jabung Production Sharing Contract, which contains the North Geragai and Makmur fields. Net production from these fields is averaging 3,000 barrels of oil per day. The Jabung production sharing contract area contains additional discoveries for which development plans are either underway or being considered. In addition, the Corporation has interests in other production sharing contracts in Indonesia on which discoveries have been made. THAILAND. The Corporation has a 15% interest in the Pailin gas field offshore Thailand. The field came onstream in August 1999. Net production from the Corporation's interest currently is averaging 25,000 Mcf of natural gas per day. AZERBAIJAN. The Corporation has a 1.68% equity interest in the AIOC Consortium in the Caspian Sea. Net production from its interest is currently averaging about 1,500 barrels of oil per day. In 1999, the Corporation acquired interests in two onshore fields with initial net production of approximately 1,000 barrels per day of crude oil. BRAZIL. The Corporation has 32% net equity interests in and operatorship of Blocks BC-8 in the Southern Campos Basin and BS-2 in the Northern Santos Basin offshore Brazil. A 3D seismic survey was acquired on these blocks and the Corporation expects to commence exploration drilling in the middle of 2000. The Corporation also acquired a 45% interest in an exploration license on Block BM S-3 in the Santos Basin. REFINING AND MARKETING REFINING. The Corporation owns a 50% interest in the HOVENSA refining joint venture in the United States Virgin Islands. In addition, it owns and operates a refining facility in Port Reading, New Jersey. HOVENSA. In 1999, total refinery crude runs averaged 418,000 barrels per day compared with 421,000 barrels per day in 1998. The refinery joint venture with a subsidiary of Petroleos de Venezuela S.A. was formed on October 30, 1998. Petroleos de Venezuela supplies 155,000 barrels per day of Venezuelan Mesa crude oil to HOVENSA under a long-term crude oil supply contract. The remaining crude oil is 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 must purchase 50% of HOVENSA's remaining production at market prices. In February 2000, HOVENSA reached agreement on a $600 million bank financing for the construction of a 58,000-barrel per day delayed coking unit and related facilities at its refinery. HOVENSA has begun building the coker, which is anticipated to be completed in 2002. HOVENSA has a long-term supply contract with Petroleos de Venezuela to purchase 115,000 barrels per day of Venezuelan heavy Merey crude oil beginning when the coker is completed. Port Reading Facility. The Corporation owns and operates a fluid catalytic cracking facility in Port Reading, New Jersey. This facility processes vacuum gas oil and residual fuel oil. It currently operates at a rate of approximately 60,000 barrels per day and produces substantially all gasoline and heating oil. MARKETING. The Corporation markets refined petroleum products on the East Coast of the United States to the motoring public, wholesale distributors, industrial and commercial users, other petroleum companies, commercial airlines, governmental agencies and public utilities. It also markets natural gas to utilities and other industrial and commercial customers. The Corporation is currently expanding its energy marketing activities to include electricity. At December 31, 1999, the Corporation had 701 HESS(R) gasoline stations of which approximately 75% were company operated. Most of the gasoline stations are concentrated in densely populated areas, principally 3
5 in New York, New Jersey and Florida and approximately 400 have convenience stores. The Corporation owns approximately 70% of the properties on which stations are located. On February 14, 2000, the Corporation announced that it entered into an agreement with the Meadville Corporation to acquire the 51% of Meadville's outstanding stock that it does not already own for approximately $168 million in cash and deferred payments, preferred stock or a combination of both as selected by the Meadville stockholders. The purchase includes 178 retail gasoline stations located in the Northeast. The transaction is expected to close in early May. The Corporation sold its Gulf Coast and Southeast pipeline terminals in 1999. Following the terminal sales, the Corporation has 27 terminals with an aggregate storage capacity of 22 million barrels concentrated in its East Coast marketing areas. Refined product sales averaged 344,000 barrels per day in 1999 and 482,000 barrels per day in 1998. Of total refined products sold in 1999, approximately 70% was obtained from HOVENSA and Port Reading. The Corporation purchased the balance from others under short-term supply contracts and by spot purchases from various sources. COMPETITION AND MARKET CONDITIONS The petroleum industry is highly competitive. The Corporation encounters competition from numerous companies in each of its activities, particularly in acquiring rights to explore for crude oil and natural gas and in the purchasing and marketing of refined products. Many competitors are larger and have substantially greater resources than the Corporation. The Corporation is also in competition with producers and marketers of other forms of energy. The petroleum business involves large-scale capital expenditures and risk-taking. In the search for new oil and gas reserves, long lead times are often required from successful exploration to subsequent production. Operations in the petroleum industry depend on a depleting natural resource. The number of areas where it can be expected that hydrocarbons will be discovered in commercial quantities is constantly diminishing and exploration risks are high. Areas where hydrocarbons may be found are often in remote locations or offshore where exploration and development activities are capital intensive and operating costs are high. 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 oil markets and the Corporation. The derivatives markets are also important in influencing the prices of crude oil, natural gas and refined products. The Corporation cannot predict the extent to which future market conditions may be affected by foreign oil producing countries, the derivatives markets or other external influences. OTHER ITEMS The Corporation's operations may be affected by federal, state, local, territorial and foreign laws and regulations relating to tax increases and retroactive tax claims, expropriation of property, cancellation of contract rights, and changes in import regulations, as well as other political developments. The Corporation has been affected by certain of these events in various countries in which it operates. The Corporation markets 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. The Corporation, at this time, cannot predict the effect of any of the foregoing on its future operations. Compliance with various environmental and pollution control regulations imposed by federal, state and local governments is not expected to have a materially adverse effect on the Corporation's earnings and competitive position within the industry. Capital expenditures for facilities, primarily to comply with federal, state and local environmental standards, were $2 million in 1999 and the Corporation anticipates comparable 4
6 capital expenditures in 2000. In addition, the Corporation expended $8 million in 1999 for environmental remediation, with a comparable amount anticipated for 2000. The number of persons employed by the Corporation averaged 8,485 in 1999 and 9,777 in 1998. Additional operating and financial information relating to the business and properties of the Corporation appears in the text on pages 8 through 14 under the heading "Exploration and Production," on pages 17 and 18 under the heading "Refining and Marketing," on pages 20 through 26 under the heading "Financial Review" and on pages 27 through 57 of the accompanying 1999 Annual Report to Stockholders, which information is incorporated herein by reference.* ITEM 2. PROPERTIES Reference is made to Item 1 and the operating and financial information relating to the business and properties of the Corporation, which is incorporated in Item 1 by reference. Additional information relating to the Corporation's oil and gas operations follows: 1. OIL AND GAS RESERVES The Corporation's net proved oil and gas reserves at the end of 1999, 1998 and 1997 are presented under Supplementary Oil and Gas Data in the accompanying 1999 Annual Report to Stockholders, which has been incorporated herein by reference. During 1999, the Corporation provided oil and gas reserve estimates for 1998 to the Department of Energy. Such estimates are compatible with the information furnished to the SEC on Form 10-K, although not necessarily directly comparable due to the requirements of the individual requests. There were no differences in excess of 5%. The Corporation has no contracts or agreements to sell fixed quantities of its crude oil production. In the United States, natural gas is sold through the Company's marketing division to local distribution companies, and commercial, industrial, and other purchasers, on a spot basis and under contracts for varying periods. The Corporation's United States production is expected to approximate 40% of its 2000 commitments under these contracts which total approximately 800,000 Mcf per day. Third party purchases will be used to supplement the Corporation's production in fulfilling its sales commitments and in making spot sales. In the United Kingdom, approximately 35% of annual natural gas production is sold under field specific take or pay contracts. Additionally, approximately 300,000 Mcf per day of natural gas is sold by the Corporation's United Kingdom marketing subsidiary to commercial and industrial companies, generally under one year contracts, and to residential customers. After take or pay sales, the Company can supply approximately 40% of United Kingdom marketing sales commitments from its own production. The remainder will be supplied by purchases of natural gas from third parties. The Corporation attempts to minimize price and supply risks associated with its United States and United Kingdom natural gas supply commitments by entering into purchase contracts with third parties having adequate sources of supply, on terms substantially similar to those under its commitments. - -------------------------------------------------------------------------------- * Except as to information specifically incorporated herein by reference under Items 1, 2, 5, 6, 7, 7A and 8, no other information or data appearing in the 1999 Annual Report to Stockholders is deemed to be filed with the Securities and Exchange Commission (SEC) as part of this Annual Report on Form 10-K, or otherwise subject to the SEC's regulations or the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. 5
7 2. AVERAGE SELLING PRICES AND AVERAGE PRODUCTION COSTS <TABLE> <CAPTION> 1999 1998 1997 <S> <C> <C> <C> - ----------------------------------------------------------------------------------- Average selling prices (Note A) Crude oil, including condensate and natural gas liquids (per barrel) United States $16.23 $12.02 $18.43 Europe 17.85 13.15 19.20 Africa, Asia and other 18.38 12.35 18.48 Average 17.44 12.83 19.01 Natural gas (per Mcf) United States $ 2.14 $ 2.08 $ 2.42 Europe 1.77 2.28 2.46 Africa, Asia and other (Note B) 2.24 1.10 1.05 Average 1.96 2.18 2.44 - ----------------------------------------------------------------------------------- </TABLE> <TABLE> <S> <C> <C> <C> Average production (lifting) costs per barrel of production (Note C) United States $ 2.86 $ 3.76 $ 4.10 Europe 4.58 5.14 5.41 Africa, Asia and other (Note B) 3.87 4.87 1.34 Average 3.93 4.70 4.87 - ----------------------------------------------------------------------------------- </TABLE> Note A: Includes inter-company transfers valued at approximate market prices and the effect of the Corporation's hedging activities. Note B: Variations in selling prices and production costs reflect changes in the mix of the Corporation's production in Africa and Asia during the three year period. Note C: Production (lifting) costs consist of amounts incurred to operate and maintain the Corporation's producing oil and gas wells, related equipment and facilities (including lease costs of floating production and storage facilities) and production and severance taxes. The average production costs per barrel reflect the crude oil equivalent of natural gas production converted on the basis of relative energy content (6 Mcf equals one barrel). The foregoing tabulation does not include substantial costs and charges applicable to finding and developing proved oil and gas reserves, nor does it reflect significant outlays for related general and administrative expenses, interest expense and income taxes. Prior year amounts have been restated to conform with the current period presentation. 3. GROSS AND NET UNDEVELOPED ACREAGE AT DECEMBER 31, 1999 <TABLE> <CAPTION> UNDEVELOPED ACREAGE* (IN THOUSANDS) -------------------- GROSS NET <S> <C> <C> - --------------------------------------------------------------------------- United States........................................ 1,200 678 Europe............................................... 9,840 3,191 Africa, Asia and other............................... 26,308 12,667 ------ ------ Total...................................... 37,348 16,536 ====== ====== - --------------------------------------------------------------------------- </TABLE> * Includes acreage held under production sharing contracts. 6
8 4. GROSS AND NET DEVELOPED ACREAGE AND PRODUCTIVE WELLS AT DECEMBER 31, 1999 <TABLE> <CAPTION> DEVELOPED ACREAGE PRODUCTIVE WELLS (NOTE A) APPLICABLE TO ------------------------- PRODUCTIVE WELLS OIL GAS (IN THOUSANDS) ------------ ----------- - --------------------------------------------------------------------------------------- GROSS NET GROSS NET GROSS NET ----- --- ----- --- ----- --- <S> <C> <C> <C> <C> <C> <C> United States............................. 1,833 505 2,263 641 248 124 Europe.................................... 539 145 328 75 154 32 Africa, Asia and other.................... 871 158 178 19 22 5 ----- --- ----- --- ---- --- Total........................... 3,243 808 2,769 735 424 161 ===== === ===== === ==== === - --------------------------------------------------------------------------------------- </TABLE> Note A: Includes multiple completion wells (wells producing from different formations in the same bore hole) totaling 53 gross wells and 22 net wells. 5. NUMBER OF NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED <TABLE> <CAPTION> NET EXPLORATORY WELLS NET DEVELOPMENT WELLS ------------------------ ------------------------ 1999 1998 1997 1999 1998 1997 <S> <C> <C> <C> <C> <C> <C> - ----------------------------------------------------------------------------------------------- Productive wells United States........................ 4 3 5 19 22 27 Europe............................... - 2 5 10 9 8 Africa, Asia and other............... 2 4 2 4 8 6 --- --- --- --- --- --- Total........................... 6 9 12 33 39 41 --- --- --- --- --- --- Dry holes United States........................ 4 11 11 - 6 3 Europe............................... 4 4 8 - - 1 Africa, Asia and other............... 1 4 1 - - - --- --- --- --- --- --- Total........................... 9 19 20 - 6 4 --- --- --- --- --- --- Total..................................... 15 28 32 33 45 45 === === === === === === </TABLE> - -------------------------------------------------------------------------------- 6. NUMBER OF WELLS IN PROCESS OF DRILLING AT DECEMBER 31, 1999 <TABLE> <CAPTION> GROSS NET WELLS WELLS <S> <C> <C> - -------------------------------------------------------------------------- United States.............................................. 6 3 Europe..................................................... 5 1 Africa, Asia and other..................................... 3 1 -- -- Total............................................ 14 5 == == </TABLE> - -------------------------------------------------------------------------------- 7. NUMBER OF WATERFLOODS AND PRESSURE MAINTENANCE PROJECTS IN PROCESS OF INSTALLATION AT DECEMBER 31, 1999 -- One - -------------------------------------------------------------------------------- ITEM 3. LEGAL PROCEEDINGS As reported in Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, allegations were made to the Registrant's internal reporting hotline concerning noncompliance at the Corpus Christi terminal, formerly owned by Registrant, with federal and state environmental regulations and its investigation of those allegations. These allegations and the subsequent investigations were voluntarily disclosed to the Texas Natural Resource Conservation Commission ("TNRCC") and related to (i) onsite disposal of wastes and whether or not such wastes should have been managed as hazardous wastes under the 7
9 Resource Conservation and Recovery Act; and (ii) nonreporting or misreporting of the results of wastewater discharge samples required to be obtained by the Corpus Christi wastewater discharge permit. The Registrant settled all civil liabilities to TNRCC that might have attached as a result of the alleged discharge of hydrocarbons and certain specified waste disposal and wastewater discharge allegations. Investigations by TNRCC and the United States Environmental Protection Agency ("EPA") relating to waste disposal practices and wastewater discharge reporting at Corpus Christi may be continuing. It is not possible at this time for Registrant to state whether any additional proceedings arising out of the investigations will be commenced against the Registrant, or what claims would be asserted or what relief would be sought. The Registrant investigated and disclosed to TNRCC allegations made to the Registrant's internal reporting hotline of noncompliance at the Galena Park, Texas terminal, formerly owned by Registrant, with state environmental regulations. The Registrant's investigation focused on whether (i) the vapor control system at Galena Park met applicable regulatory requirements during loading of marine vessels; and (ii) Galena Park implemented required controls on air emissions resulting from tank cleaning operations. It is not possible at this time for Registrant to state whether any proceedings arising out of the investigations will be commenced against the Registrant, or what claims would be asserted or what relief would be sought. On February 16, 1999, the Florida Department of Environmental Protection ("FLDEP") mailed the Registrant a proposed consent order relating to alleged violations of the Industrial Wastewater Discharge Permit limits for the Tampa, Florida terminal. The consent order proposes a fine of $1,060,000. The Registrant has previously undertaken a program of corrective measures and other appropriate responses to these alleged permit violations. The Registrant is engaging in discussions with the FLDEP to resolve this matter and expects that the amount, if any, ultimately paid by the Registrant will be substantially less than the proposed fine. The Corporation periodically receives notices from EPA that the Corporation is a "potentially 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, EPA's claims or assertions of liability against the Corporation relating to these sites have not been fully developed. With respect to the remaining sites, EPA's claims have been settled, or a proposed settlement is under consideration, in all cases for amounts which are not material. The ultimate impact of these proceedings, and of any related proceedings by private parties, on the 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 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 Securities and Exchange Commission. In management's 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. 8
10 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fourth quarter of 1999, 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, 2000 regarding executive officers of the Registrant: <TABLE> <CAPTION> YEAR INDIVIDUAL BECAME AN EXECUTIVE NAME AGE OFFICE HELD* OFFICER ------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> John B. Hess............ 45 Chairman of the Board, Chief Executive Officer and 1983 Director W. S. H. Laidlaw........ 44 President, Chief Operating Officer and Director 1986 J. Barclay Collins II... 55 Executive Vice President, General Counsel and 1986 Director John Y. Schreyer........ 60 Executive Vice President, Chief Financial Officer and 1990 Director Alan A. Bernstein....... 55 Senior Vice President 1987 F. Lamar Clark.......... 66 Senior Vice President 1990 John A. Gartman......... 52 Senior Vice President 1997 Neal Gelfand............ 55 Senior Vice President 1980 Gerald A. Jamin......... 58 Senior Vice President and Treasurer 1985 Lawrence H. Ornstein.... 48 Senior Vice President 1995 F. Borden Walker........ 46 Senior Vice President 1996 </TABLE> - -------------------------------------------------------------------------------- * 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 set forth opposite his name on May 5, 1999. The first meeting of Directors following the next annual meeting of stockholders of the Registrant is scheduled to be held May 3, 2000. Except for Messrs. Walker and Gartman, 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 his employment with the Registrant in August 1996, Mr. Walker had been a general manager in the areas of gasoline marketing, convenience store development and advertising at Mobil Corporation. Mr. Gartman had been a vice president of Public Service Electric and Gas Company in the area of energy marketing prior to his employment with the Registrant in October 1997. 9
11 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS Information pertaining to the market for the Registrant's Common Stock, high and low sales prices of the Common Stock in 1999 and 1998, dividend payments and restrictions thereon and the number of holders of Common Stock is presented on page 26 (Financial Review), pages 36 and 37 (Long-Term Debt) and on page 54 (Ten-Year Summary of Financial Data) of the accompanying 1999 Annual Report to Stockholders, which has been incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA A Ten-Year Summary of Financial Data is presented on pages 52 through 55 of the accompanying 1999 Annual Report to Stockholders, which has been incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required by this item is presented on pages 20 through 26 of the accompanying 1999 Annual Report to Stockholders, which has been incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this item is presented under "Derivative Financial Instruments" on pages 24 and 25 and in Footnote 14 on pages 42 and 43 of the accompanying 1999 Annual Report to Stockholders, which has been incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements, including the Report of Ernst & Young LLP, Independent Auditors, the Supplementary Oil and Gas Data (unaudited) and the Quarterly Financial Data (unaudited) are presented on pages 26 through 51 of the accompanying 1999 Annual Report to Stockholders, which has been incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ------------------------ PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information relating to Directors is incorporated herein by reference to "Election of Directors" from the Registrant's definitive proxy statement for the annual meeting of stockholders to be held on May 3, 2000. Information regarding executive officers is included in Part I hereof. ITEM 11. EXECUTIVE COMPENSATION Information relating to executive compensation is incorporated herein by reference to "Election of Directors-Executive Compensation and Other Information," other than information under "Compensation Committee Report on Executive Compensation" and "Performance Graph" included therein, from the Registrant's definitive proxy statement for the annual meeting of stockholders to be held on May 3, 2000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 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 Registrant's definitive proxy statement for the annual meeting of stockholders to be held on May 3, 2000. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information relating to this item is incorporated herein by reference to "Election of Directors" from the Registrant's definitive proxy statement for the annual meeting of stockholders to be held on May 3, 2000. ------------------------ 10
12 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (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. 3. EXHIBITS <TABLE> <S> <C> <C> 3(1) -Restated Certificate of Incorporation of Registrant incorporated by reference to Exhibit 19 of Form 10-Q of Registrant for the three months ended September 30, 1988. 3(2) -By-Laws of Registrant incorporated by reference to Exhibit 3(2) of Form 10-K of Registrant for the fiscal year ended December 31, 1985. 4(1) -Note and Warrant Purchase Agreement, dated June 27, 1991 (including the form of the Common Stock Purchase Warrant expiring June 27, 2001, included as Exhibit B thereof) incorporated by reference to Exhibit 4 of Form 10-Q of Registrant for the three months ended June 30, 1991. 4(2) -Amendment, dated as of May 15, 1992 to the Note and Warrant Purchase Agreement, dated June 27, 1991 (including the form of the common stock purchase warrant expiring June 27, 2001, included as Exhibit B thereof), incorporated by reference to Exhibit 19 of Form 10-Q of Registrant for the three months ended June 30, 1992. 4(3) -Credit Agreement dated as of May 20, 1997 among Registrant, the Subsidiary Borrowers thereunder, The Chase Manhattan Bank as Administrative Agent and the Lenders party thereto, incorporated by reference to Exhibit 4 of Form 10-Q of Registrant for the three months ended June 30, 1997. 4(4) -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(5) -First Supplemental Indenture dated as of October 1, 1999 between Registrant and The Chase Manhattan Bank, as Trustee, relating to Registrant's 7 3/8% Notes due 2009 and 7 7/8% Notes due 2029, incorporated by reference to Exhibit 4(2) to Form 10-Q of Registrant for the three months ended September 30, 1999. -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. 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. </TABLE> 11
13 3. EXHIBITS (continued) <TABLE> <S> <C> <C> 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. 10(5)* -Incentive Compensation Award Plan for Key Employees of Amerada Hess Corporation and its subsidiaries incorporated by reference to Exhibit 10(2) of Form 10-K of Registrant for the fiscal year ended December 31, 1980. 10(6)* -Financial Counseling Program description incorporated by reference to Exhibit 10(3) of Form 10-K of Registrant for the fiscal year ended December 31, 1980. 10(7)* -Executive Long-Term Incentive Compensation and Stock Ownership Plan of Registrant dated June 3, 1981 incorporated by reference to Exhibit 10(5) of Form 10-Q of Registrant for the three months ended June 30, 1981. 10(8)* -Amendment dated as of December 5, 1990 to the Executive Long-Term Incentive Compensation and Stock Ownership Plan of Registrant incorporated by reference to Exhibit 10(9) of Form 10-K of Registrant for the fiscal year ended December 31, 1990. 10(9)* -Amerada 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)* -Letter Agreement dated August 8, 1990 between Registrant and Mr. John Y. Schreyer relating to Mr. Schreyer's participation in the Amerada Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(11) of Form 10-K of Registrant for the fiscal year ended December 31, 1991. 10(11)* -1995 Long-Term Incentive Plan, as amended, incorporated by reference to Appendix A of Registrant's definitive proxy statement dated March 28, 1996 for the Annual Meeting of Stockholders held on May 1, 1996. 10(12)* -Amended and Restated 1995 Long-Term Incentive Plan incorporated by reference to Exhibit 4 of Registrant's Registration Statement on Form S-8 No. 333-94851, filed December 30, 1999. 10(13)* -Stock Award Program for non-employee directors dated August 6, 1997 incorporated by reference to Exhibit 10(11) of Form 10-K of Registrant for the fiscal year ended December 31, 1997. 10(14)* -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, 1997. Substantially identical agreements (differing only in the signatories thereto) were entered into between Registrant and W. S. H. Laidlaw, J. Barclay Collins and John Y. Schreyer. 10(15)* -Change of Control Termination Benefits Agreement dated as of September 1, 1999 between Registrant and F. Borden Walker. 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(14)). 10(16)* -Deferred Compensation Plan of Registrant dated December 1, 1999. </TABLE> 12
14 3. EXHIBITS (continued) <TABLE> <S> <C> <C> 10(17) -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(18) -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. 13 -1999 Annual Report to Stockholders of Registrant. 18 -Letter from Ernst & Young LLP dated May 14, 1999 relating to preferability of last-in, first-out (LIFO) inventory method, adopted January 1, 1999, incorporated by reference to Exhibit 18 to Form 10-Q of Registrant for the three months ended March 31, 1999. 21 -Subsidiaries of Registrant. 23 -Consent of Ernst & Young LLP, Independent Auditors, dated March 22, 2000, to the incorporation by reference in Registrant's Registration Statements on Form S-3 (No. 33-79317) and Form S-8 (Nos. 333-94851, 333-43569, 333-43571 and 33-65115) of its report relating to Registrant's financial statements, which consent appears on page F-2 herein. 27 -Financial Data Schedule (for electronic filing only). </TABLE> - -------------------------------------------------------------------------------- * These exhibits relate to executive compensation plans and arrangements. (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the last quarter of Registrant's fiscal year ended December 31, 1999. 13
15 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 22ND DAY OF MARCH 2000. AMERADA HESS CORPORATION (REGISTRANT) By /s/ JOHN Y. SCHREYER ................................ (JOHN Y. SCHREYER) EXECUTIVE 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. <TABLE> <CAPTION> SIGNATURE TITLE DATE - -------------------------------------------------------------------------------------------------------------- <S> <C> <C> Director, Chairman of the Board and Chief Executive Officer /s/ JOHN B. HESS (Principal Executive Officer) March 22, 2000 ..................................................... (JOHN B. HESS) Director, President and Chief /s/ W.S.H. LAIDLAW Operating Officer March 22, 2000 ..................................................... (W.S.H. LAIDLAW) /s/ NICHOLAS F. BRADY Director March 22, 2000 ..................................................... (NICHOLAS F. BRADY) /s/ J. BARCLAY COLLINS II Director March 22, 2000 ..................................................... (J. BARCLAY COLLINS II) /s/ PETER S. HADLEY Director March 22, 2000 ..................................................... (PETER S. HADLEY) /s/ EDITH E. HOLIDAY Director March 22, 2000 ..................................................... (EDITH E. HOLIDAY) /s/ WILLIAM R. JOHNSON Director March 22, 2000 ..................................................... (WILLIAM R. JOHNSON) /s/ THOMAS H. KEAN Director March 22, 2000 ..................................................... (THOMAS H. KEAN) /s/ FRANK A. OLSON Director March 22, 2000 ..................................................... (FRANK A. OLSON) /s/ ROGER B. ORESMAN Director March 22, 2000 ..................................................... (ROGER B. ORESMAN) </TABLE> 14
16 <TABLE> <CAPTION> SIGNATURE TITLE DATE - -------------------------------------------------------------------------------------------------------------- <S> <C> <C> Director, Executive Vice President and Chief Financial Officer (Principal Accounting and /s/ JOHN Y. SCHREYER Financial Officer) March 22, 2000 ............................................................................................................ (JOHN Y. SCHREYER) /s/ WILLIAM I. SPENCER Director March 22, 2000 ............................................................................................................ (WILLIAM I. SPENCER) /s/ ROBERT N. WILSON Director March 22, 2000 ............................................................................................................ (ROBERT N. WILSON) /s/ ROBERT F. WRIGHT Director March 22, 2000 ............................................................................................................ (ROBERT F. WRIGHT) - -------------------------------------------------------------------------------------------------------------- </TABLE> 15
17 AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND SCHEDULES <TABLE> <CAPTION> PAGE NUMBER <S> <C> - ----------------------------------------------------------------------- Statement of Consolidated Income for each of the three years in the period ended December 31, 1999..................... * Statement of Consolidated Retained Earnings for each of the three years in the period ended December 31, 1999......... * Consolidated Balance Sheet at December 31, 1999 and 1998.... * Statement of Consolidated Cash Flows for each of the three years in the period ended December 31, 1999............... * Statement of Consolidated Changes in Common Stock and Capital in Excess of Par Value for each of the three years in the period ended December 31, 1999..................... * Statement of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 1999..... * Notes to Consolidated Financial Statements.................. * Report of Ernst & Young LLP, Independent Auditors........... * Quarterly Financial Data.................................... * Supplementary Oil and Gas Data.............................. * Consent of Independent Auditors............................. F-2 Schedules** II -- Valuation and Qualifying Accounts................... F-3 </TABLE> - -------------------------------------------------------------------------------- * The financial statements and notes thereto together with the Report of Ernst & Young LLP, Independent Auditors, on pages 27 through 46, the Quarterly Financial Data (unaudited) on page 26, and the Supplementary Oil and Gas Data (unaudited) on pages 47 through 51 of the accompanying 1999 Annual Report to Stockholders are incorporated herein by reference. ** 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. F-1
18 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10-K) of Amerada Hess Corporation of our report dated February 24, 2000, included in the 1999 Annual Report to Stockholders of Amerada Hess Corporation. Our audits also included the financial statement schedule of Amerada Hess Corporation listed in Item 14(a). This schedule is the responsibility of the Corporation's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the Registration Statement (Form S-3 No. 33-79317) and in the related Prospectus, and in the Registration Statements (Form S-8, Nos. 333-94851, 333-43569, 333-43571 and 33-65115) pertaining to the Amerada Hess Corporation Employees' Savings and Stock Bonus Plan, Amerada Hess Corporation Savings and Stock Bonus Plan for Retail Operations Employees and the 1995 Long-Term Incentive Plan, of our report dated February 24, 2000, with respect to the consolidated financial statements incorporated herein by reference. /s/ERNST & YOUNG LLP Ernst & Young LLP New York, N.Y. March 22, 2000 F-2
19 SCHEDULE II AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS) <TABLE> <CAPTION> ADDITIONS --------------------- CHARGED TO COSTS CHARGED DEDUCTIONS BALANCE AND TO OTHER FROM BALANCE DESCRIPTION JANUARY 1 EXPENSES ACCOUNTS RESERVES DECEMBER 31 - ------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> 1999 Losses on receivables...... $ 6,411 $ 353 $ 26 $ 1,074 $ 5,716 ======== ======== ====== ========= ======== Deferred income tax valuation................ $141,113 $ 41,140 $ -- $ -- $182,253 ======== ======== ====== ========= ======== Major maintenance.......... $ 33,210 $ 13,304 $ -- $ 10,116 $ 36,398 ======== ======== ====== ========= ======== 1998 Losses on receivables...... $ 2,840 $ 92 $3,858(A) $ 379 $ 6,411 ======== ======== ====== ========= ======== Deferred income tax valuation................ $330,119 $ 28,994 $ -- $ 218,000(B) $141,113 ======== ======== ====== ========= ======== Major maintenance.......... $ 63,427 $ 59,109 $ -- $ 89,326(C) $ 33,210 ======== ======== ====== ========= ======== 1997 Losses on receivables...... $ 2,840 $ 2,498 $ 154 $ 2,652 $ 2,840 ======== ======== ====== ========= ======== Deferred income tax valuation................ $271,213 $ 58,906 $ -- $ -- $330,119 ======== ======== ====== ========= ======== Major maintenance.......... $ 56,459 $ 65,068 $ -- $ 58,100 $ 63,427 ======== ======== ====== ========= ======== - ------------------------------------------------------------------------------------------------------- </TABLE> (A) Reflects increase resulting from acquisition of gas marketing customer accounts. (B) Reflects effect of reduction in deferred tax assets on formation of refining joint venture. (C) Includes reduction of $42,419 due to formation of HOVENSA joint venture in October 1998. F-3
20 EXHIBIT INDEX <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION ------- ----------- <S> <C> <C> 3(1) -- Restated Certificate of Incorporation of Registrant incorporated by reference to Exhibit 19 of Form 10-Q of Registrant for the three months ended September 30, 1988. 3(2) -- By-Laws of Registrant incorporated by reference to Exhibit 3(2) of Form 10-K of Registrant for the fiscal year ended December 31, 1985. 4(1) -- Note and Warrant Purchase Agreement, dated June 27, 1991 (including the form of the Common Stock Purchase Warrant expiring June 27, 2001, included as Exhibit B thereof) incorporated by reference to Exhibit 4 of Form 10-Q of Registrant for the three months ended June 30, 1991. 4(2) -- Amendment, dated as of May 15, 1992 to the Note and Warrant Purchase Agreement, dated June 27, 1991 (including the form of the common stock purchase warrant expiring June 27, 2001, included as Exhibit B thereof), incorporated by reference to Exhibit 19 of Form 10-Q of Registrant for the three months ended June 30, 1992. 4(3) -- Credit Agreement dated as of May 20, 1997 among Registrant, the Subsidiary Borrowers thereunder, The Chase Manhattan Bank as Administrative Agent and the Lenders party thereto, incorporated by reference to Exhibit 4 of Form 10-Q of Registrant for the three months ended June 30, 1997. 4(4) -- 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(5) -- First Supplemental Indenture dated as of October 1, 1999 between Registrant and The Chase Manhattan Bank, as Trustee, relating to Registrant's 7 3/8% Notes due 2009 and 7 7/8% Notes due 2029, incorporated by reference to Exhibit 4(2) to Form 10-Q of Registrant for the three months ended September 30, 1999. -- 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. 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. </TABLE>
21 <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION ------- ----------- <S> <C> <C> 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. 10(5)* -- Incentive Compensation Award Plan for Key Employees of Amerada Hess Corporation and its subsidiaries incorporated by reference to Exhibit 10(2) of Form 10-K of Registrant for the fiscal year ended December 31, 1980. 10(6)* -- Financial Counseling Program description incorporated by reference to Exhibit 10(3) of Form 10-K of Registrant for the fiscal year ended December 31, 1980. 10(7)* -- Executive Long-Term Incentive Compensation and Stock Ownership Plan of Registrant dated June 3, 1981 incorporated by reference to Exhibit 10(5) of Form 10-Q of Registrant for the three months ended June 30, 1981. 10(8)* -- Amendment dated as of December 5, 1990 to the Executive Long-Term Incentive Compensation and Stock Ownership Plan of Registrant incorporated by reference to Exhibit 10(9) of Form 10-K of Registrant for the fiscal year ended December 31, 1990. 10(9)* -- Amerada 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)* -- Letter Agreement dated August 8, 1990 between Registrant and Mr. John Y. Schreyer relating to Mr. Schreyer's participation in the Amerada Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(11) of Form 10-K of Registrant for the fiscal year ended December 31, 1991. 10(11)* -- 1995 Long-Term Incentive Plan, as amended, incorporated by reference to Appendix A of Registrant's definitive proxy statement dated March 28, 1996 for the Annual Meeting of Stockholders held on May 1, 1996. 10(12)* -- Amended and Restated 1995 Long-Term Incentive Plan incorporated by reference to Exhibit 4 of Registrant's Registration Statement on Form S-8 No. 333-94851, filed December 30, 1999. 10(13)* -- Stock Award Program for non-employee directors dated August 6, 1997 incorporated by reference to Exhibit 10(11) of Form 10-K of Registrant for the fiscal year ended December 31, 1997. 10(14)* -- 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, 1997. Substantially identical agreements (differing only in the signatories thereto) were entered into between Registrant and W. S. H. Laidlaw, J. Barclay Collins and John Y. Schreyer. 10(15)* -- Change of Control Termination Benefits Agreement dated as of September 1, 1999 between Registrant and F. Borden Walker. 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(14)). 10(16)* -- Deferred Compensation Plan of Registrant dated December 31, 1999. 10(17) -- 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. </TABLE>
22 <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION ------- ----------- <S> <C> <C> 10(18) -- 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. 13 -- 1999 Annual Report to Stockholders of Registrant. 18 - Letter from Ernst & Young LLP dated May 14, 1999 relating to preferability of last-in, first-out (LIFO) inventory method, adopted January 1, 1999, incorporated by reference to Exhibit 18 to Form 10-Q of Registrant for the three months ended March 31, 1999. 21 -- Subsidiaries of Registrant. 23 -- Consent of Ernst & Young LLP, Independent Auditors, dated March 22, 2000, to the incorporation by reference in Registrant's Registration Statements on Form S-3 (No. 33-79317) and Form S-8 (Nos. 333-94851, 333-43569, 333-43571 and 33-65115) of its report relating to Registrant's financial statements, which consent appears on page F-2 herein. 27 -- Financial Data Schedule (for electronic filing only). </TABLE> - -------------------------------------------------------------------------------- * These exhibits relate to executive compensation plans and arrangements.