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Account
This company appears to have been delisted
Reason: Acquired by Chevron
Last recorded trade on: July 18, 2025
Source:
https://www.chevron.com/newsroom/2025/q3/chevron-completes-acquisition-of-hess-corporation
Hess
HES
#531
Rank
$46.07 B
Marketcap
๐บ๐ธ
United States
Country
$148.97
Share price
0.00%
Change (1 day)
-2.90%
Change (1 year)
๐ข Oil&Gas
โก Energy
Categories
Hess Corporation
is an American company that explores oil fields worldwide and extracts, transports and refines oil. The company is also operating 1,200 gas stations on the east coast of the United States.
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Stock Splits
Dividends
Dividend yield
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Annual Reports (10-K)
Hess
Quarterly Reports (10-Q)
Submitted on 2006-08-08
Hess - 10-Q quarterly report FY
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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended
June 30, 2006
or
o
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
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)
1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y.
(Address of Principal Executive Offices)
10036
(Zip Code)
(Registrants Telephone Number, Including Area Code is (212) 997-8500)
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 preceeding 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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
þ
Accelerated Filer
o
Non-Accelerated Filer
o
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
At June 30, 2006, there were 280,526,337 shares of Common Stock outstanding.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EX-3: RESTATED CERTIFICATE OF INCORPORATION
EX-4: FIVE-YEAR CREDIT AGREEMENT
EX-10: PERFORMANCE INCENTIVE PLAN FOR SENIOR OFFICERS
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION
Table of Contents
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME (UNAUDITED)
(in millions of dollars, except per share data)
Three Months
Six Months
ended June 30
ended June 30
2006
2005
2006
2005
REVENUES AND NON-OPERATING INCOME
Sales (excluding excise taxes) and other operating revenues
$
6,718
$
4,963
$
13,877
$
9,920
Non-operating income
Equity in income of HOVENSA L.L.C.
103
108
101
158
Gain on asset sales
80
369
18
Other, net
19
11
34
56
Total revenues and non-operating income
6,920
5,082
14,381
10,152
COSTS AND EXPENSES
Cost of products sold (excluding items shown separately below)
4,724
3,621
9,955
7,250
Production expenses
303
242
569
466
Marketing expenses
225
205
456
402
Exploration expenses, including dry holes and lease impairment
79
87
191
220
Other operating expenses
31
38
61
69
General and administrative expenses
134
86
239
171
Interest expense
44
54
101
115
Depreciation, depletion and amortization
283
261
548
515
Total costs and expenses
5,823
4,594
12,120
9,208
Income before income taxes
1,097
488
2,261
944
Provision for income taxes
532
189
1,001
426
NET INCOME
$
565
$
299
$
1,260
$
518
Preferred stock dividends
12
12
24
24
NET INCOME APPLICABLE TO COMMON STOCKHOLDERS
$
553
$
287
$
1,236
$
494
NET INCOME PER SHARE*
BASIC
$
2.01
$
1.06
$
4.49
$
1.82
DILUTED
1.79
.96
4.00
1.67
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (DILUTED)*
315.5
311.2
315.2
310.5
COMMON STOCK DIVIDENDS PER SHARE*
$
.10
$
.10
$
.20
$
.20
*
Weighted average number of shares and per-share amounts in all periods reflect the impact of a 3-for-1 stock split on May 31, 2006.
See accompanying notes to consolidated financial statements.
1
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions of dollars, thousands of shares)
June 30,
2006
December 31,
(Unaudited)
2005
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
486
$
315
Accounts receivable
3,046
3,655
Inventories
1,148
855
Other current assets
313
465
Total current assets
4,993
5,290
INVESTMENTS AND ADVANCES
HOVENSA L.L.C.
1,118
1,217
Other
183
172
Total investments and advances
1,301
1,389
PROPERTY, PLANT AND EQUIPMENT
Total at cost
21,901
19,464
Less reserves for depreciation, depletion, amortization and lease impairment
10,219
9,952
Property, plant and equipment net
11,682
9,512
NOTE RECEIVABLE
121
152
GOODWILL
1,249
977
DEFERRED INCOME TAXES
1,591
1,544
OTHER ASSETS
307
251
TOTAL ASSETS
$
21,244
$
19,115
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable
$
4,864
$
4,995
Accrued liabilities
1,146
1,029
Taxes payable
706
397
Short-term debt and current maturities of long-term debt
95
26
Total current liabilities
6,811
6,447
LONG-TERM DEBT
3,679
3,759
DEFERRED INCOME TAXES
2,011
1,401
ASSET RETIREMENT OBLIGATIONS
866
564
OTHER LIABILITIES
719
658
Total liabilities
14,086
12,829
STOCKHOLDERS EQUITY
Preferred stock, par value $1.00, 20,000 shares authorized
7% cumulative mandatory convertible series
Authorized and outstanding - 13,500 shares ($675 million liquidation preference)
14
14
3% cumulative convertible series
Authorized - 330 shares
Outstanding - 324 shares ($16 million liquidation preference)
Common stock*, par value $1.00
Authorized - 600,000 shares
Outstanding - 280,526 shares at June 30, 2006; 279,197 shares at December 31, 2005
281
279
Capital in excess of par value*
1,649
1,656
Retained earnings
7,094
5,914
Accumulated other comprehensive income (loss)
(1,880
)
(1,526
)
Deferred compensation
(51
)
Total stockholders equity
7,158
6,286
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
$
21,244
$
19,115
*
Common stock and Capital in excess of par value as of December 31, 2005 are restated to reflect the impact of a 3-for-1 stock split on May 31, 2006.
See accompanying notes to consolidated financial statements.
2
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Six Months ended June 30
(in millions of dollars)
2006
2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
1,260
$
518
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization
548
515
Exploratory dry hole costs
40
133
Lease impairment
51
36
Pre-tax gain on asset sales
(369
)
(18
)
Provision (benefit) for deferred income taxes
191
(116
)
Distributed (undistributed) earnings of HOVENSA L.L.C., net
99
(46
)
Changes in other operating assets and liabilities
64
45
Net cash provided by operating activities
1,884
1,067
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
(2,095
)
(959
)
Proceeds from asset sales
444
3
Payment received on note receivable
31
30
Other
11
2
Net cash used in investing activities
(1,609
)
(924
)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in debt with maturities of 90 days or less
68
Debt with maturities of greater than 90 days
Borrowings
2
104
Repayments
(81
)
(153
)
Cash dividends paid
(108
)
(107
)
Stock options exercised
15
52
Net cash used in financing activities
(104
)
(104
)
NET INCREASE IN CASH AND CASH EQUIVALENTS
171
39
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
315
877
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
486
$
916
See accompanying notes to consolidated financial statements.
3
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.
Basis of Presentation
On May 3, 2006, Amerada Hess Corporation changed its name to Hess Corporation (the Corporation).
The financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Corporations consolidated financial position at June 30, 2006 and December 31, 2005 and the consolidated results of operations and the consolidated cash flows for the three- and six-month periods ended June 30, 2006 and 2005. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year.
Certain notes and other information have been condensed or omitted from these interim financial statements. These statements, therefore, should be read in conjunction with the consolidated financial statements and related notes included in the Corporations Form 10-K for the year ended December 31, 2005.
2.
Stock Split
On May 3, 2006, the Corporations shareholders voted to increase the number of authorized common shares from 200 million to 600 million and the board of directors declared a three-for-one stock split. The stock split was completed in the form of a stock dividend that was issued on May 31, 2006 to shareholders of record on May 17, 2006. The common share par value remained at $1.00 per share. All common share and per share amounts in these financial statements and notes are on an after-split basis for all periods presented.
3.
Acquisitions and Divestitures
In January 2006, the Corporation, in conjunction with its Oasis Group partners, re-entered its former oil and gas production operations in the Waha concessions in Libya, in which the Corporation holds an 8.16% interest. The re-entry terms include a 25-year extension of the concessions and a payment in January 2006 by the Corporation to the Libyan National Oil Corporation of $260 million. The Corporation also accrued $106 million that will be paid in the fourth quarter of 2006, related to certain investments in fixed assets made by the Libyan National Oil Corporation since 1986. This transaction was accounted for as a business combination.
The following table summarizes the preliminary allocation of the purchase price to assets and liabilities acquired (in millions):
Property, plant and equipment
$
366
Goodwill
236
Total assets acquired
602
Deferred tax liabilities
(236
)
Net assets acquired
$
366
4
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The goodwill recorded in this transaction relates to the deferred tax liability recorded for the difference in book and tax bases of the assets acquired. The goodwill is not expected to be deductible for income tax purposes. Production from the Libyan operation averaged 23,000 barrels per day in the six months ended June 30, 2006 and liftings commenced in the second quarter. The primary reason for the Libyan investment was to acquire long-lived crude oil reserves.
In January 2006, the Corporation acquired a 55% working interest in the deepwater section of the West Mediterranean Block 1 Concession (the West Med Block) in Egypt for $413 million. The Corporation has a 25-year development lease for the West Med Block, which contains four existing natural gas discoveries and additional exploration opportunities. This transaction was accounted for as an acquisition of assets.
In the first quarter of 2006, the Corporation completed the sale of its interests in certain producing properties located in the Permian Basin in Texas and New Mexico for $358 million. This asset sale resulted in an after-tax gain of $186 million ($289 million before income taxes).
In June 2006, the Corporation completed the sale of U.S. Gulf Coast onshore oil and gas producing assets for $86 million resulting in an after-tax gain of $50 million ($80 million before income taxes). These assets were producing at a combined net rate of approximately 2,600 barrels of oil equivalent per day.
4.
Inventories
Inventories consist of the following (in millions):
June 30,
December 31,
2006
2005
Crude oil and other charge stocks
$
254
$
161
Refined and other finished products
1,518
1,149
Less LIFO adjustment
(853
)
(656
)
919
654
Merchandise, materials and supplies
229
201
Total inventories
$
1,148
$
855
During the first quarter of 2005, the Corporation liquidated LIFO inventories, which decreased cost of products sold by approximately $11 million.
5
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
5.
Refining Joint Venture
The Corporation accounts for its investment in HOVENSA L.L.C. using the equity method.
Summarized financial information for HOVENSA follows (in millions):
June 30,
December 31,
2006
2005
Summarized balance sheet
Cash and short-term investments
$
544
$
875
Other current assets
861
814
Net fixed assets
2,033
1,950
Other long-term assets
46
39
Current liabilities
(973
)
(996
)
Long-term debt
(252
)
(252
)
Other long-term liabilities
(81
)
(57
)
Partners equity
$
2,178
$
2,373
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Summarized income statement
Total revenues
$
3,133
$
2,725
$
5,749
$
4,816
Costs and expenses
(2,925
)
(2,509
)
(5,544
)
(4,498
)
Net income
$
208
$
216
$
205
$
318
Hess Corporations share, before income taxes
$
103
$
108
$
101
$
158
During the first half of 2006 and 2005, the Corporation received cash distributions from HOVENSA of $200 million and $112 million, respectively.
6.
Capitalized Exploratory Well Costs
The following table discloses the net changes in capitalized exploratory well costs pending determination of proved reserves for the six months ended June 30, 2006 (in millions):
Beginning balance at January 1
$
244
Additions to capitalized exploratory well costs pending the determination of proved reserves
238
Reclassifications to wells, facilities, and equipment based on the determination of proved reserves
(141
)
Ending balance at June 30
$
341
6
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Capitalized exploratory well costs greater than one year old after completion of drilling were $61 million as of June 30, 2006 and $150 million as of December 31, 2005.
7.
Long-Term Debt
In May 2006, the Corporation amended and restated its existing syndicated, revolving credit facility to increase the credit line to $3 billion from $2.5 billion and extend the term to May 2011 from December 2009. The facility can be used for borrowings and letters of credit. Current borrowings under the amended facility bear interest at .525% above the London Interbank Offered Rate and a facility fee of .125% 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 restrictions on the amount of total borrowings and cash dividends remain unchanged.
Capitalized interest on development projects amounted to the following (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Capitalized interest
$
26
$
22
$
50
$
36
8.
Foreign Currency
Pre-tax foreign currency gains (losses) amounted to the following (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Foreign currency gains (losses)
$
3
$
(9
)
$
13
$
(6
)
7
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
9.
Pension Plans
Components of pension expense consisted of the following (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Service cost
$
9
$
7
$
17
$
14
Interest cost
16
14
32
28
Expected return on plan assets
(16
)
(14
)
(31
)
(27
)
Amortization of prior service cost
1
1
1
1
Amortization of net loss
6
6
12
12
Pension expense
$
16
$
14
$
31
$
28
In 2006, the Corporation expects to contribute $40 million to its funded pension plans and $20 million to the trust established for its unfunded pension plan. Through June 30, 2006, the Corporation contributed $24 million to its funded pension plans and $20 million to the trust for its unfunded pension plan.
10.
Stock-based Compensation
Effective January 1, 2006, the Corporation adopted the provisions of Statement of Financial Accounting Standards No. 123R, Share-Based Payment (FAS 123R). This standard requires that all stock based compensation to employees, including grants of stock options, be expensed over the vesting period. Awards of restricted common stock were expensed over the vesting period under previous accounting requirements and will continue to be expensed under FAS 123R. The Corporation records compensation expense for both stock options and restricted stock on a straight-line basis over the vesting period.
The Corporation adopted FAS 123R using the modified prospective application method. Under this method, compensation cost includes expense for restricted stock, previously awarded unvested stock options outstanding at January 1, 2006 based on the grant date fair-values used for disclosure purposes under previous accounting requirements, and stock options awarded subsequent to January 1, 2006 determined under the provisions of FAS 123R. For the six months ended June 30, 2006, stock-based compensation expense was $31 million ($20 million after income taxes), of which $14 million ($9 million after income taxes) related to stock options and the remainder related to restricted stock. Stock option expense recorded in the first half of 2006 reduced basic and diluted earnings per share by $.03 per share. The cumulative effect on prior years of this change in accounting principle was immaterial.
8
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Corporations stock option activity in the first half of 2006 consisted of the following:
Weighted Average
Options
Exercise Price Per Share
(Thousands)
Outstanding at January 1, 2006
11,451
$
24.09
Granted
2,753
49.47
Exercised
(463
)
23.01
Forfeited
(36
)
31.62
Outstanding at June 30, 2006
13,705
$
29.20
Exercisable at June 30, 2006
7,561
$
21.95
The intrinsic value of outstanding options and exercisable options at June 30, 2006 was $324 million and $234 million, respectively. At June 30, 2006, assuming forfeitures of 2% per year, the number of outstanding options that are expected to vest is 13,516,000 shares with a weighted average exercise price of $29.05 per share. At June 30, 2006 the weighted average remaining term of exercisable options was 6 years and the remaining term of all outstanding options was 7 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 for the six months ended June 30:
2006
2005
Risk free interest rate
4.52
%
3.93
%
Stock price volatility
.321
.300
Dividend yield
.81
%
1.34
%
Expected term in years
5
7
Weighted average fair value per option granted
$
16.50
$
10.11
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.
The Corporations restricted stock activity in the first half of 2006 consisted of the following:
Shares of Restricted
Weighted-Average
Common Stock Awarded
Price on Date of Grant
(Thousands)
Outstanding at January 1, 2006
4,363
$
22.32
Granted
921
50.55
Distributed
(84
)
27.13
Forfeited
(39
)
22.49
Outstanding at June 30, 2006
5,161
$
27.28
9
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
At June 30, 2006, the number of common shares reserved for issuance under the 1995 Long-Term Incentive Plan is as follows (in thousands):
Future awards of restricted stock and stock options
11,772
Stock options outstanding
13,705
25,477
Based on restricted stock and stock option awards outstanding at June 30, 2006, unearned compensation expense, before income taxes, will be recognized as follows: remainder of 2006 $35 million, 2007 $55 million and 2008 $32 million.
If FAS 123R had been adopted on January 1, 2005, pro-forma net income for the first half of 2005 would have been $508 million (compared with reported net income of $518 million) and diluted earnings per share would have been $1.64 per share (compared with reported diluted earnings per share of $1.67).
11.
Provision for Income Taxes
The provision for income taxes consisted of the following (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Current
$
462
$
259
$
811
$
542
Deferred
70
(65
)
190
(111
)
Adjustment of deferred tax liability for foreign income tax rate change
(5
)
(5
)
Total
$
532
$
189
$
1,001
$
426
In the first quarter of 2005, the Corporation recorded an income tax charge of $41 million related to the repatriation of $1.3 billion of foreign earnings under the American Jobs Creation Act of 2004.
12.
Stockholders Equity and Weighted Average Common Shares
At June 30, 2006, the Corporation has outstanding 13,500,000 shares of 7% cumulative mandatory convertible preferred stock (7% Preferred). The 7% Preferred have a liquidation preference of $675 million ($50 per share). After adjustment for the stock split, the following conversion terms apply to the 7% Preferred. Each 7% Preferred share will automatically convert on December 1, 2006 into 2.4915 to 3.0897 shares of common stock, depending on the average closing price of the Corporations common stock over a 20-day period before conversion. The conversion rate will be 2.4915 shares of common stock for each share of 7% Preferred, if the common stock price is $20.07 or greater, and up to 3.0897 shares of common stock for each preferred share, if the common stock price is lower. Holders of the 7% Preferred have the right to convert their shares at any time prior to December 1, 2006 at the rate of 2.4915 shares of common stock for each preferred share converted.
10
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PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
At June 30, 2006, the Corporation has outstanding 323,715 shares of 3% cumulative convertible preferred stock (3% Preferred) which carry a liquidation value of $16 million ($50 per share). After adjustment for the stock split, each share of the 3% Preferred is convertible at the option of the holder into 1.8783 shares of common stock.
The weighted average number of common shares used in the basic and diluted earnings per share computations are as follows (in thousands):
Three months
Six months
ended June 30
ended June 30
2006
2005(*)
2006
2005(*)
Common shares basic
275,215
272,134
275,121
271,658
Effect of dilutive securities
Convertible preferred stock
34,243
34,249
34,243
34,249
Stock options
3,346
2,220
3,194
2,100
Restricted common stock
2,706
2,570
2,606
2,443
Common shares diluted
315,510
311,173
315,164
310,450
(*)
Restated for three-for-one stock split issued on May 31, 2006.
13.
Comprehensive Income
Comprehensive income (loss) was as follows (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Net income
$
565
$
299
$
1,260
$
518
Deferred gains (losses) on cash flow hedges, after tax
Effect of hedge losses recognized in income
94
222
155
417
Net change in fair value of cash flow hedges
(270
)
(279
)
(542
)
(1,236
)
Change in foreign currency translation adjustment
24
(11
)
33
(24
)
Comprehensive income (loss)
$
413
$
231
$
906
$
(325
)
The Corporation reclassifies hedging gains and losses included in other comprehensive income (loss) to earnings at the time the hedged transactions are recognized. Hedging decreased Exploration and Production results by $83 million ($128 million before income taxes) in the second quarter of 2006 and $231 million ($363 million before income taxes) in the second quarter of 2005. Hedging decreased Exploration and Production results by $147 million ($229 million before income taxes) in the six months ended June 30, 2006 and $426 million ($671 million before income taxes) in the six months ended June 30, 2005.
At June 30, 2006, accumulated other comprehensive income (loss) included after-tax unrealized deferred losses of $1,689 million primarily related to crude oil contracts used as hedges of future Exploration and Production sales. 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.
11
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PART I FINANCIAL INFORMATION (CONTD.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
14.
Segment Information
The Corporations results by operating segment were as follows (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Operating revenues
Exploration and Production (*)
$
1,769
$
1,082
$
3,349
$
2,158
Marketing and Refining
5,014
3,965
10,691
7,930
Total (**)
$
6,783
$
5,047
$
14,040
$
10,088
Net income (loss)
Exploration and Production
$
501
$
263
$
1,207
$
526
Marketing and Refining
121
98
170
161
Corporate, including interest
(57
)
(62
)
(117
)
(169
)
Total
$
565
$
299
$
1,260
$
518
(*)
Includes transfers to affiliates of $65 million and $84 million for the three months ended June 30, 2006 and June 30, 2005, respectively, and $163 million and $168 million for the six months ended June 30, 2006 and June 30, 2005, respectively.
(**)
Operating revenues are reported net of excise and similar taxes of approximately $449 million and $446 million for the three months ended June 30, 2006 and June 30, 2005, respectively, and $906 million and $948 million for the six months ended June 30, 2006 and June 30, 2005, respectively.
Identifiable assets by operating segment were as follows (in millions):
June 30,
December 31,
2006
2005
Identifiable assets
Exploration and Production
$
13,407
$
10,961
Marketing and Refining
5,767
6,337
Corporate
2,070
1,817
Total
$
21,244
$
19,115
15.
Subsequent Event
In July 2006, the United Kingdom enacted an additional 10% supplementary tax on petroleum operations with an effective date of January 1, 2006. As a result, the Corporation will record a charge in the third quarter of approximately $105 million. This charge includes a provision of approximately $60 million representing the incremental tax on earnings for the first half of the year and a charge of approximately $45 million to adjust the deferred tax liability in the U.K.
12
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Item 2.
Managements Discussion and Analysis of Results of Operations and Financial Condition.
Overview
On May 3, 2006, Amerada Hess Corporation changed its name to Hess Corporation (the Corporation) and declared a three-for-one stock split in the form of a stock dividend that was issued on May 31, 2006. The Corporation is a global integrated energy company that operates in two segments, Exploration and Production and Marketing and Refining. The Exploration and Production segment explores for, develops, produces and sells crude oil and natural gas. The Marketing and Refining segment manufactures, purchases, trades and markets refined petroleum products and other energy products. Net income was $565 million for the second quarter of 2006, compared with $299 million for the second quarter of 2005.
Exploration and Production:
Exploration and Production net income was $501 million for the second quarter of 2006, compared with $263 million in the second quarter of 2005. Worldwide crude oil and natural gas production was 354,000 barrels of oil equivalent per day (boepd) in the second quarter of 2006 compared with 355,000 boepd in the same period of 2005. The Corporation anticipates that its production for the full year of 2006 will average between 360,000 and 370,000 boepd.
The following is an update of Exploration and Production activities during the second quarter of 2006:
In June, production commenced at the Atlantic and Cromarty natural gas fields in the United Kingdom and averaged 13,000 Mcf per day in the second quarter. The fields are currently producing at a rate of approximately 80,000 Mcf net to Hess.
The Shenzi oil and gas field in the deepwater Gulf of Mexico was sanctioned by the operator and first oil is expected in 2009.
An exploration well on the Pony Prospect in the deepwater Gulf of Mexico encountered 475 feet of oil saturated sandstone in Miocene age reservoirs. The Corporation is also drilling the Ouachita and Alsace prospects and an appraisal well at its Tubular Bells discovery.
In June 2006, the Corporation completed the sale of U.S. Gulf Coast onshore oil and gas producing assets for $86 million resulting in an after-tax gain of $50 million. These assets were producing at a combined net rate of approximately 2,600 barrels of oil equivalent per day.
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PART I FINANCIAL INFORMATION (CONTD.)
Overview (Continued)
Marketing and Refining:
Marketing and Refining earnings were $121 million for the second quarter of 2006, compared with $98 million in the second quarter of 2005.
In June 2006, the Corporation acquired energy marketing customer accounts and related assets to expand the Corporations natural gas and electric sales in the Northeast.
Corporate:
In May 2006, the Corporation amended and restated its existing syndicated, revolving credit facility to increase the facility to $3 billion from $2.5 billion and extend the term to May 2011 from December 2009.
Results of Operations
The after-tax results by major operating activity were as follows (in millions, except per share data):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Exploration and Production
$
501
$
263
$
1,207
$
526
Marketing and Refining
121
98
170
161
Corporate
(29
)
(28
)
(52
)
(97
)
Interest expense
(28
)
(34
)
(65
)
(72
)
Net income
$
565
$
299
$
1,260
$
518
Net income per share (diluted)
$
1.79
$
0.96
$
4.00
$
1.67
Items Affecting Comparability Between Periods
The following items of income (expense), on an after-tax basis, affect the comparability of earnings between periods (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Exploration and Production
Gains from asset sales
$
50
$
$
236
$
11
Accrued office closing costs
(18
)
(18
)
Income tax adjustments
11
11
Legal settlement
11
Corporate
Tax on repatriated earnings
(41
)
Premiums on bond repurchases
(7
)
(7
)
$
32
$
4
$
218
$
(15
)
14
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Results of Operations (Continued)
The net gain from asset sales in the second quarter of 2006 relates to the sale of U.S. Gulf Coast onshore oil and gas producing assets ($80 million before income taxes). In the second quarter of 2006, the Corporation also recorded an after-tax charge for vacated leased office space ($30 million before income taxes, recorded in general and administrative expenses). The net gain from asset sales for the six months ended June 30, 2006 also reflects the disposition of certain producing properties located in the Permian Basin in Texas and New Mexico ($289 million before income taxes).
Earnings in the second quarter of 2005 include income tax benefits of $11 million, reflecting the effect on deferred income taxes of a reduction in the income tax rate in Denmark and a tax settlement in the United Kingdom. Second quarter 2005 results also include a charge of $7 million ($10 million before income taxes) for premiums on bond repurchases. The first half of 2005 also includes a net gain of $11 million ($18 million before income taxes) on the disposition of a mature North Sea asset, a net gain of $11 million ($19 million before income taxes) for a legal settlement reflecting the favorable resolution of contingencies on a prior year asset sale, and an income tax charge of $41 million related to the repatriation of $1.3 billion of foreign earnings under the American Jobs Creation Act of 2004.
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 appropriate income tax rate in each tax jurisdiction to pre-tax amounts.
15
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Results of Operations (Continued)
Comparison of Results
Exploration and Production
Following is a summarized income statement of the Corporations Exploration and Production operations (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Sales and other operating revenues
$
1,625
$
1,038
$
3,177
$
2,068
Non-operating income (expense)
92
(1
)
392
46
Total revenues
1,717
1,037
3,569
2,114
Costs and expenses
Production expenses, including related taxes
303
242
569
466
Exploration expenses, including dry holes and lease impairment
79
87
191
220
General, administrative and other expenses
72
35
117
66
Depreciation, depletion and amortization
267
247
517
488
Total costs and expenses
721
611
1,394
1,240
Results of operations before income taxes
996
426
2,175
874
Provision for income taxes
495
163
968
348
Results of operations
$
501
$
263
$
1,207
$
526
After considering the items affecting comparability between periods, the remaining changes in Exploration and Production earnings are primarily attributable to changes in selling prices, sales volumes and operating costs and exploration expenses, as discussed below.
16
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Results of Operations (Continued)
Selling prices:
Higher average selling prices of crude oil and natural gas and reduced crude oil hedge positions increased Exploration and Production revenues by approximately $635 million in the second quarter and $1,215 million in the first half of 2006 compared with the corresponding periods of 2005. The Corporations average selling prices were as follows:
Three months
Six months
ended June 30
ended June 30
Average selling prices
2006
2005
2006
2005
Crude oil per barrel (including hedging)
United States
$
64.53
$
32.44
$
60.81
$
32.31
Europe
60.63
33.22
57.69
32.30
Africa
53.04
28.43
50.01
29.33
Asia and other
68.64
51.78
63.54
49.44
Worldwide
59.00
32.47
56.21
31.90
Crude oil per barrel (excluding hedging)
United States
$
64.53
$
47.83
$
60.81
$
46.49
Europe
63.27
50.10
59.95
48.60
Africa
67.18
47.27
64.89
45.93
Asia and other
68.64
51.78
63.54
49.44
Worldwide
65.03
49.01
61.72
47.45
Natural gas liquids per barrel
United States
$
47.35
$
34.98
$
45.87
$
33.94
Europe
47.44
35.49
47.33
33.69
Worldwide
47.38
35.14
46.30
33.86
Natural gas per Mcf
United States
$
6.23
$
6.47
$
7.00
$
6.30
Europe
5.55
4.60
7.06
5.03
Asia and other
3.85
3.95
3.87
3.95
Worldwide
5.06
4.92
5.91
5.15
Crude oil hedges reduced Exploration and Production earnings by $83 million and $147 million in the second quarter and first half of 2006 ($128 million and $229 million before income taxes). Crude oil hedges reduced Exploration and Production earnings by $231 million and $426 million in the second quarter and first half of 2005 ($363 million and $671 million before income taxes).
17
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Results of Operations (Continued)
Sales and production volumes:
The Corporations crude oil and natural gas production, on a barrel of oil equivalent basis was 354,000 boepd in the second quarter of 2006 compared with 355,000 boepd in the same period of 2005. Production in the first half of 2006 was 357,000 boepd compared with 356,000 boepd in the first half of 2005. The Corporation anticipates that its production for the full year of 2006 will average between 360,000 and 370,000 boepd. The Corporations net daily worldwide production by region was as follows (in thousands):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Crude oil (barrels per day)
United States
38
47
40
48
Europe
110
117
111
118
Africa
84
68
84
67
Asia and other
12
7
10
6
Total
244
239
245
239
Natural gas liquids (barrels per day)
United States
10
14
9
13
Europe
4
5
4
6
Total
14
19
13
19
Natural gas (Mcf per day)
United States
117
148
120
156
Europe
244
289
262
312
Asia and other
214
138
211
121
Total
575
575
593
589
Barrels of oil equivalent per day(*)
354
355
357
356
(*)
Natural gas production is converted assuming six Mcf equals one barrel.
18
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Results of Operations (Continued)
Crude oil and natural gas production in the United States was lower in the second quarter and first half of 2006 due to asset sales, natural decline and decreased production caused by hurricanes in 2005. Production in Europe was lower due to increased maintenance and natural decline, partially offset by increased production from Russia and the Atlantic and Cromarty natural gas fields in the United Kingdom, which commenced production in June. Increased crude oil production in Africa in the second quarter and first half of 2006 was primarily due to production from Libya. Natural gas production in Asia was higher due to increased production from Block A-18 in the Joint Development Area between Malaysia and Thailand (JDA).
Lower crude oil and natural gas sales volumes reduced Exploration and Production revenues by approximately $50 million in the second quarter and $110 million in the first half of 2006 compared with the corresponding periods of 2005.
Operating costs and depreciation, depletion and amortization:
Cash operating costs, consisting of production expenses and general and administrative expenses, totaled $345 million and $656 million in the second quarter and first half of 2006, an increase of $68 million and $124 million, respectively, from the corresponding periods of 2005. The increase reflects higher production taxes resulting from higher oil prices, higher maintenance and repair costs and increased costs of services and materials. Depreciation, depletion and amortization charges increased in 2006 reflecting higher per barrel rates.
Exploration expenses:
Exploration expenses were $79 million and $191 million in the second quarter and first half of 2006, a decrease of $8 million and $29 million, from 2005. The decrease principally reflects lower dry hole costs, partially offset by higher seismic expense.
Income Taxes:
The effective income tax rate for Exploration and Production operations in the first half of 2006 was 46% compared with 41% in the first half of 2005. The increase is primarily due to income taxes on sales of Libyan crude oil. In July 2006, the United Kingdom enacted an additional 10% supplementary tax on petroleum operations with an effective date of January 1, 2006. As a result, we will record a charge in the third quarter of approximately $105 million. This charge includes a provision of approximately $60 million representing the incremental tax on earnings for the first half of the year and a charge of approximately $45 million to adjust the deferred tax liability in the U.K. Excluding this special charge for the change in U.K. supplementary tax, we expect the Exploration & Production effective rate for the year to be in the range of 50% to 53%.
19
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Results of Operations (Continued)
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 $121 million in the second quarter of 2006 compared with $98 million in the corresponding period of 2005. Earnings from Marketing and Refining activities amounted to $170 million in the first half of 2006 compared with $161 million in the corresponding period of 2005. The Corporations downstream operations include HOVENSA L.L.C. (HOVENSA), a 50% owned refining joint venture with a subsidiary of Petroleos de Venezuela S.A. (PDVSA). Additional Marketing and Refining activities include a fluid catalytic cracking facility in Port Reading, New Jersey, as well as retail gasoline stations, energy marketing and trading operations.
Refining:
Refining earnings, which consist of the Corporations share of HOVENSAs results, Port Reading earnings, interest income on the note receivable from PDVSA and other miscellaneous items, were $107 million in the second quarter of 2006 and $127 million in the first half of 2006 compared with $77 million in the second quarter and $119 million in the first half of 2005.
The Corporations share of HOVENSAs income after income taxes was $63 million in the second quarter of 2006 compared with income of $66 million in the second quarter of 2005. The decrease was primarily due to lower charge rates, resulting from a combination of planned and unplanned maintenance. For the first half of 2006, the Corporations share of HOVENSAs after-tax income was $62 million compared with $97 million in the first half of 2005, reflecting lower charge rates.
Interest income after income taxes on the PDVSA note was $2 million in the second quarter and $5 million in the first half of 2006 compared with $3 million in the second quarter and $7 million in the first half of 2005. At June 30, 2006, the remaining balance of the PDVSA note was $182 million, which is scheduled to be fully repaid by February 2009.
Port Readings after tax earnings were $40 million in the second quarter and $59 million in the first half of 2006 compared with $7 million in the second quarter and $14 million in the first half of 2005. The increase reflects higher margins and sales volumes. In the first quarter of 2005, the Port Reading facility was shutdown for planned maintenance.
20
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Results of Operations (Continued)
The following table summarizes refinery capacity and utilization rates:
Refinery utilization
Refinery
Three months
Six months
capacity
ended June 30
ended June 30
(thousands of
2006
2005
2006
2005
barrels per day)
HOVENSA
Crude
500
85.9
%
100.1
%
85.0
%
95.0
%
Fluid catalytic cracker
150
87.3
%
93.3
%
76.9
%
75.3
%
Coker
58
73.2
%
100.9
%
79.4
%
96.9
%
Port Reading
65
96.9
%
89.2
%
97.8
%
72.8
%
Marketing:
Marketing earnings, which consist principally of retail gasoline and energy marketing activities, were $15 million in the second quarter of 2006 and $28 million in the first half of 2006 compared with $14 million in the second quarter and $27 million in the first half of 2005. Retail gasoline operations generated losses in the second quarter and first half of 2006 as wholesale prices rose more quickly than retail prices. Retail gasoline operations were slightly profitable in the second quarter of 2005, but generated a loss in the first half of 2005. Earnings from energy marketing activities increased slightly in the second quarter and first half of 2006 compared with the corresponding periods of 2005. Total refined product sales volumes were 466,000 barrels per day in the first half of 2006 and 448,000 barrels per day in the first half of 2005.
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 $1 million in the second quarter of 2006 and income of $15 million in the first half of 2006 compared with earnings of $7 million in the second quarter and $15 million in the first half of 2005.
The Corporations future Marketing and Refining earnings may be impacted by volatility in marketing and refining margins, competitive industry conditions, government regulatory changes, credit risk and supply and demand factors, including the effects of weather.
Corporate
After-tax corporate expenses were $29 million in the second quarter of 2006 and $52 million in the first half of 2006 compared with $28 million in the second quarter and $97 million in the first half of 2005. Results for the second quarter of 2005 include net expenses of $7 million ($10 million before income taxes) for premiums on bond repurchases. The results for the first half of 2005 also include an income tax charge of $41 million related to repatriation of foreign earnings under the American Jobs Creation Act of 2004. Excluding these items, the increase in corporate expenses in 2006 compared to 2005 reflects the expensing of stock options commencing January 1, 2006 and increases in the costs of insurance and other employee benefit costs.
21
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Results of Operations (Continued)
Interest
Interest expense was as follows (in millions):
Three months
Six months
ended June 30
ended June 30
2006
2005
2006
2005
Total interest incurred
$
70
$
76
$
151
$
151
Less capitalized interest
26
22
50
36
Interest expense before income taxes
44
54
101
115
Less income taxes
16
20
36
43
After-tax interest expense
$
28
$
34
$
65
$
72
After-tax interest expense for the full year of 2006 is anticipated to be lower than the 2005 amount, primarily due to increased capitalized interest and lower average interest rates on outstanding borrowings.
Sales and Other Operating Revenues
Sales and other operating revenues increased by 35% in the second quarter and 40% in the first half of 2006 compared with the corresponding periods of 2005. This increase principally reflects increased selling prices of crude oil, natural gas and refined products and reduced crude oil hedge positions. The increase in cost of goods sold reflects the increased costs of refined products purchased.
Liquidity and Capital Resources
The following table sets forth certain relevant measures of the Corporations liquidity and capital resources (in millions, except ratios):
June 30,
December 31,
2006
2005
Cash and cash equivalents
$
486
$
315
Short-term debt and current maturities of long-term debt
95
26
Total debt
3,774
3,785
Stockholders equity
7,158
6,286
Debt to capitalization ratio*
34.5
%
37.6
%
*
Total debt as a percentage of the sum of total debt plus stockholders equity.
22
Table of Contents
PART I FINANCIAL INFORMATION (CONTD.)
Liquidity and Capital Resources (Continued)
Cash Flows:
The following table sets forth a summary of the Corporations cash flows (in millions):
Six months ended
June 30
2006
2005
Net cash provided by (used in):
Operating activities
$
1,884
$
1,067
Investing activities
(1,609
)
(924
)
Financing activities
(104
)
(104
)
Net increase (decrease) in cash and cash equivalents
$
171
$
39
Operating Activities:
Net cash provided by operating activities including changes in operating assets and liabilities totaled $1,884 million in the first half of 2006, an increase of $817 million compared with the same period of 2005, reflecting higher earnings and an increased distribution from HOVENSA. In the first half of 2006, the Corporation received a cash distribution of $200 million from HOVENSA compared with $112 million in 2005.
Investing Activities:
The following table summarizes the Corporations capital expenditures (in millions):
Six months ended
June 30
2006
2005
Exploration and Production
Exploration
$
345
$
118
Production and development
982
727
Asset acquisitions, including undeveloped lease costs
693
66
2,020
911
Marketing and Refining
75
48
Total
$
2,095
$
959
Capital expenditures in the first half of 2006 include payments of $260 million related to the Corporations re-entry into its 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.
Proceeds from asset sales totaled $444 million in the first half of 2006, including the sale of the Corporations interests in certain producing properties in the Permian Basin and onshore Gulf Coast. Proceeds from asset sales totaled $3 million in the first half of 2005.
Financing Activities:
The Corporation reduced debt by $11 million during the first half of 2006 compared with $49 million in the first half of 2005. Dividends paid were $108 million in the first half of 2006 compared with $107 million in the first half of 2005. During the first half of 2006, the Corporation received proceeds related to the exercise of stock options totaling $15 million compared with $52 million in the same period of 2005.
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PART I FINANCIAL INFORMATION (CONTD.)
Liquidity and Capital Resources (Continued)
Future Capital Requirements and Resources:
The Corporation anticipates that its capital and exploratory expenditures, excluding additional acquisitions, will be approximately $4.1 billion to $4.3 billion during 2006. The Corporation expects that it will fund its 2006 operations, including capital expenditures, dividends, pension contributions and required debt repayments, with existing cash on-hand and cash flow from operations. If necessary, unused borrowing capacity is available on the revolving credit facility.
In May 2006, the Corporation amended and restated its existing syndicated, revolving credit facility to increase the credit line to $3 billion from $2.5 billion and extend the term to May 2011 from December 2009. The facility can be used for borrowings and letters of credit. Current borrowings under the amended facility bear interest at .525% above the London Interbank Offered Rate and a facility fee of .125% 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 restrictions on the amount of total borrowings and cash dividends remain unchanged.
A loan agreement covenant allows the Corporation to borrow up to an additional $8.2 billion for the construction or acquisition of assets at June 30, 2006. The maximum amount of dividends or stock repurchases that can be paid from borrowings under this covenant is $3.1 billion at June 30, 2006.
Outstanding letters of credit, principally relating to hedging activities were as follows (in millions):
June 30,
December 31,
2006
2005
Lines of Credit
Revolving credit facility
$
312
$
28
Committed short-term letter of credit facilities
1,875
1,675
Uncommitted lines
1,033
982
$
3,220
$
2,685
At June 30, 2006, the Corporation has $2,138 million available under the amended and restated revolving credit facility and has additional unused lines of credit of $785 million, primarily for letters of credit, under uncommitted arrangements with banks. The Corporation also has a shelf registration under which it may issue additional debt securities, warrants, common stock or preferred stock.
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PART I FINANCIAL INFORMATION (CONTD.)
Liquidity and Capital Resources (Continued)
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 $480 million at June 30, 2006. The Corporations June 30, 2006 debt to capitalization ratio would increase from 34.5% to 37.3% if the leases were included as debt.
Contingencies and Other:
At January 1, 2006, the Corporation had an accrual of $31 million for the costs of vacated office space. In the first half of 2006, the Corporation recorded an additional $30 million charge for vacated leased office space ($18 million after income taxes) and made payments of $5 million. At June 30, 2006, the Corporation had a remaining accrual of $56 million for vacated office space.
The Corporation guarantees the payment of up to 50% of HOVENSAs crude oil purchases from suppliers other than PDVSA. At June 30, 2006, the guarantee amounted to $377 million. This amount fluctuates based on the volume of crude oil purchased and related prices. 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.
In December 2005, the Minerals Management Service (MMS) issued an order to the Corporation to pay royalties on certain deep water exploration leases in the Gulf of Mexico held by the Corporation subject to the Deep Water Royalty Relief Act of 1995. The Corporation is paying all royalties as demanded by the MMS for these leases.
Stock Split
On May 3, 2006, the Corporations shareholders voted to increase the number of authorized common shares from 200 million to 600 million and the board of directors declared a three-for-one stock split. The stock split was completed in the form of a stock dividend that was issued on May 31, 2006 to shareholders of record on May 17, 2006. The common share par value remained at $1.00 per share. All common share and per share amounts in the financial statements and notes and managements discussion and analysis are on an after-split basis for all periods presented.
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PART I FINANCIAL INFORMATION (CONTD.)
New Accounting Pronouncements
Effective January 1, 2006, the Corporation adopted the provisions of Statement of Financial Accounting Standards No. 123R,
Share-Based Payment
(FAS 123R). This standard requires that the fair value of all stock based compensation to employees, including grants of stock options, be expensed over the vesting period. Through December 31, 2005, the Corporation used the intrinsic value method to account for employee stock options. Because the exercise prices of employee stock options equaled or exceeded the market price of the stock on the date of grant, the Corporation did not recognize compensation expense under the intrinsic value method. See Note 10 to the consolidated financial statements.
In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 prescribes the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Corporation is currently evaluating the requirements and will adopt the provisions of FIN 48 on January 1, 2007.
Market Risk Disclosure
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 trading partnership. These activities are also exposed to commodity risks primarily related to the prices of crude oil, natural gas and refined products.
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. Generally, these contracts are widely traded instruments with standardized terms.
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 potential change in fair value based on commodity price risk is presented in the non-trading and trading sections below.
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PART I FINANCIAL INFORMATION (CONTD.)
Market Risk Disclosure (Continued)
Non-Trading:
The Corporations Exploration and Production segment uses derivative instruments to fix the selling prices of a portion of its future production and the related gains or losses are an integral part of its selling prices. Following is a summary of the Corporations outstanding crude oil hedges at June 30, 2006:
Brent Crude Oil
Average
Thousands
Selling
of Barrels
Maturities
Price
per Day
2006
Third quarter
$
27.96
30
Fourth quarter
27.75
30
2007
25.85
24
2008
25.56
24
2009
25.54
24
2010
25.78
24
2011
26.37
24
2012
26.90
24
There were no hedges of WTI crude oil or natural gas production at June 30, 2006. As market conditions change, the Corporation may adjust its hedge positions. The Corporation also markets energy commodities including refined petroleum products, natural gas and electricity. The Corporation uses derivative instruments to manage the risk in its marketing activities.
Accumulated other comprehensive income (loss) at June 30, 2006 includes after-tax unrealized deferred losses of $1,689 million primarily related to crude oil contracts used as hedges of Exploration and Production sales. 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.
The Corporation estimates that at June 30, 2006, the value-at-risk for commodity related derivatives that are settled in cash and used in non-trading activities was $79 million ($93 million at December 31, 2005). The results may vary from time to time as hedge levels change.
Trading:
In trading activities, the Corporation is 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 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.
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PART I FINANCIAL INFORMATION (CONTD.)
Market Risk Disclosure (Continued)
Total realized gains for the first half of 2006 amounted to $399 million compared with $55 million of realized gains for the first half of 2005. 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 (in millions):
2006
2005
Fair value of contracts outstanding at January 1
$
1,109
$
184
Change in fair value of contracts outstanding at the beginning of the year and still outstanding at June 30
(167
)
16
Reversal of fair value for contracts closed during the period
(148
)
71
Fair value of contracts entered into during the period and still outstanding
(96
)
96
Fair value of contracts outstanding at June 30
$
698
$
367
The Corporation uses observable market values for determining the fair value of its trading instruments. In cases where actively quoted prices are not available, other external sources are used which incorporate information about commodity prices in actively quoted markets, quoted prices in less active markets and other market fundamental analysis. Internal estimates are based on internal models incorporating underlying market information such as commodity volatilities and correlations. The Corporations risk management department regularly compares valuations to independent sources and models.
The following table summarizes the sources of fair values of derivatives used in the Corporations trading activities at June 30, 2006 (in millions):
Instruments Maturing
2009
and
Source of Fair Value
Total
2006
2007
2008
beyond
Prices actively quoted
$
711
$
171
$
234
$
128
$
178
Other external sources
(20
)
(9
)
(4
)
(9
)
2
Internal estimates
7
4
2
1
Total
$
698
$
162
$
234
$
121
$
181
The Corporation estimates that at June 30, 2006, the value-at-risk for trading activities was $19 million ($18 million at December 31, 2005). The results may change from time to time as strategies change to capture potential market rate movements.
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PART I FINANCIAL INFORMATION (CONTD.)
Market Risk Disclosure (Continued)
The following table summarizes the fair values of net receivables relating to the Corporations trading activities and the credit ratings of counterparties at June 30, 2006 (in millions):
Investment grade determined by outside sources
$
349
Investment grade determined internally (*)
100
Less than investment grade
49
Fair value of net receivables outstanding at end of period
$
498
(*)
Based on information provided by counterparties and other available sources.
Forward-Looking Information
Certain sections of Managements Discussion and Analysis of Results of Operations and Financial Condition, 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 and market risk disclosures and off-balance sheet arrangements 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.
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PART I FINANCIAL INFORMATION (CONTD.)
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The information required by this item is presented under Item 2, Managements Discussion and Analysis of Results of Operations and Financial Condition Market Risk Disclosure.
Item 4. 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 June 30, 2006, John B. Hess, Chief Executive Officer, and John P. Rielly, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of June 30, 2006.
There was no change in internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 in the quarter ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
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PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Registrant was held on May 3, 2006. The Inspectors of Election reported that 83,784,599 shares of common stock of the Registrant were represented in person or by proxy at the meeting, constituting 90% of the votes entitled to be cast. At the meeting, stockholders voted on:
The election of four nominees for the Board of Directors for the three-year term expiring in 2009.
The ratification of the selection by the Board of Directors of Ernst & Young LLP as the independent auditors of the Registrant for the fiscal year ended December 31, 2006.
A proposal to amend the Registrants Restated Certificate of Incorporation to change the name of the Registrant to Hess Corporation.
A proposal to amend the Registrants Restated Certificate of Incorporation to increase the number of shares of common stock that the Registrant has authority to issue to 600,000,000 and the total number of shares of all classes of stock which the Registrant has authority to issue to 620,000,000 shares.
A proposal to approve a performance incentive plan for senior officers of the Registrant.
With respect to the election of directors, the inspectors of election reported as follows:
For
Withhold Authority to Vote
Name
Nominee Listed
For Nominee Listed
J.B. Hess
81,998,344
1,786,255
C.G. Matthews
82,736,408
1,048,191
R. Lavizzo-Mourey
82,720,272
1,064,327
E.H. von Metzsch
82,689,343
1,095,256
The inspectors reported that 82,447,550 votes were cast for the ratification of the selection of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2006, votes cast against said ratification were 926,001 and holders of 411,048 votes abstained.
The inspectors reported that 83,182,734 votes were cast for the proposed amendment to the Restated Certificate of Incorporation to change the name of the Registrant, 202,148 votes were cast against said proposal and holders of 399,717 votes abstained. There were no broker non-votes with respect to this matter.
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PART II OTHER INFORMATION (CONTD.)
The inspectors reported that 75,546,699 votes were cast for the proposed amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 600,000,000 shares and the number of shares of all classes of stock to 620,000,000 shares, 7,819,103 votes were cast against said proposal and holders of 418,797 votes abstained. There were no broker non-votes with respect to this matter.
The inspectors reported that 79,424,167 votes were cast for the proposal to approve the performance incentive plan for senior officers, 3,897,157 votes were cast against said proposal and holders of 463,275 votes abstained. There were no broker non-votes with respect to this matter.
Item 6.
Exhibits and Reports on Form 8-K
a. Exhibits
(3)
Restated Certificate of Incorporation of Registrant, including amendment thereto dated May 3, 2006.
(4)
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.
(10)
Performance Incentive Plan for Senior Officers.
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)
b. Reports on Form 8-K
During the quarter ended June 30, 2006, Registrant filed three reports on Form 8-K:
(i)
Filing dated April 26, 2006 reporting under Items 2.02 and 9.01 a news release dated April 26, 2006 reporting results for the first quarter of 2006.
(ii)
Filing dated May 3, 2006 reporting under Item 1.01 the adoption of the Performance Plan for Senior Officers and under Item 5.03 reporting amendments to Registrants Restated Certificate of Incorporation to change its name to Hess Corporation and increase the authorized common stock to 600,000,000 shares.
(iii)
Filing dated May 12, 2006 reporting under Item 1.01 the entry into an amended and restated revolving credit agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HESS CORPORATION
(REGISTRANT)
By
/s/ John B. Hess
JOHN B. HESS
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
By
/s/ John P. Rielly
JOHN P. RIELLY
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Date: August 7, 2006
33