UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form 10-K
   
þ
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20062007
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
 13-4921002
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification Number)
1185 AVENUE OF THE AMERICAS,
NEW YORK, N.Y.
(Address of principal executive offices)
 10036
(Zip Code)
 
(Registrant’s telephone number, including area code, is(212) 997-8500)
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
   
Title of Each Class
 
Name of Each Exchange on Which Registered
 
Common Stock (par value $1.00) New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o     No þ
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation 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 thisForm 10-K or any amendment to thisForm 10-K.  þo
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerþAccelerated filer  oþ     Accelerated filer  oNon-accelerated filer  oSmaller reporting company  o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).  Yes o     No þ
 
The aggregate market value of voting stock held by non-affiliates of the Registrant amounted to $12,765,000,000$16,463,000,000 as of June 30, 2006.2007.
 
At December 31, 2006,2007, there were 315,017,951320,599,585 shares of Common Stock outstanding.
 
Part III is incorporated by reference from the Proxy Statement for the annual meeting of stockholders to be held on May 2, 2007.7, 2008.
 


 

 
HESS CORPORATION
 
Form 10-K
 
TABLE OF CONTENTS
 
        
Item No.
   Page   Page
 Business and Properties 2 Business and Properties 2 
 Risk Factors Related to Our Business and Operations 10 Risk Factors Related to Our Business and Operations 10 
 Legal Proceedings 12 Legal Proceedings 11 
 Submission of Matters to a Vote of Security Holders 15 Submission of Matters to a Vote of Security Holders 14 
 Executive Officers of the Registrant 15 Executive Officers of the Registrant 14 
PART II
 Market for the Registrant’s Common Stock and Related Stockholder Matters 16 Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 15 
 Selected Financial Data 19 Selected Financial Data 17 
 Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 
 Quantitative and Qualitative Disclosures About Market Risk 38 Quantitative and Qualitative Disclosures About Market Risk 36 
 Financial Statements and Supplementary Data 42 Financial Statements and Supplementary Data 40 
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 85 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 81 
 Controls and Procedures 85 Controls and Procedures 81 
 Other Information 85 Other Information 81 
PART III
 Directors, Executive Officers and Corporate Governance of the Registrant 85 Directors, Executive Officers and Corporate Governance 81 
 Executive Compensation 85 Executive Compensation 81 
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 85 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 81 
 Certain Relationships and Related Transactions, and Director Independence 85 Certain Relationships and Related Transactions, and Director Independence 82 
 Principal Accounting Fees and Services 86 Principal Accounting Fees and Services 82 
PART IV
 Exhibits, Financial Statement Schedules, and Reports onForm 8-K 86 Exhibits, Financial Statement Schedules 82 
 Signatures 89 Signatures 85 
EX-10.7: SAVINGS AND STOCK BONUS PLAN
EX-10.10: AMENDED PENSION RESTORATION PLAN
EX-21: SUBSIDIARIES EX-21: SUBSIDIARIES EX-21: SUBSIDIARIES
EX-31.1: CERTIFICATION EX-31.1: CERTIFICATION EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION EX-31.2: CERTIFICATION EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION EX-32.1: CERTIFICATION EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION EX-32.2: CERTIFICATION EX-32.2: CERTIFICATION


1


 
PART I
 
Items 1 and 2.  Business and Properties
 
Hess Corporation (formerly Amerada Hess Corporation) (the Registrant) is a Delaware corporation, incorporated in 1920. On May 3, 2006, Amerada Hess Corporation changed its name to Hess Corporation. The Registrant and its subsidiaries (collectively referred to as the “Corporation” or “Hess”) is a global integrated energy company that operates in two segments, Exploration and Production (E&P) and Marketing and Refining (M&R). The E&P segment explores for, develops, produces, purchases, transports and sells crude oil and natural gas. These exploration and production activities take place principally in Algeria, Australia, Azerbaijan, Brazil, Denmark, Egypt, Equatorial Guinea, Gabon, Ghana, Indonesia, Libya, Malaysia, Norway, Russia, Thailand, the United States,Kingdom and the United Kingdom, Norway, Denmark, Equatorial Guinea, Algeria, Malaysia, Thailand, Russia, Gabon, Azerbaijan, Indonesia, Libya, Egypt, and other countries.States. The M&R segment manufactures, purchases, transports, trades and markets refined petroleum products, natural gas and electricity. The Corporation owns 50% of a refinery joint venture in the United States Virgin Islands, and another refining facility, terminals and retail gasoline stations, most of which include convenience stores, located on the East Coast of the United States.
 
Exploration and Production
 
The Corporation’s total proved reserves at December 31 were as follows:
 
         
  2006  2005 
 
Crude oil and natural gas liquids (millions of barrels)  832   692 
Natural gas (millions of mcf)  2,466   2,406 
Total barrels of oil equivalent* (millions of barrels)  1,243   1,093 
                         
  Crude Oil and
     Total Barrels of Oil
 
  Natural Gas Liquids  Natural Gas  Equivalent (BOE)* 
  2007  2006  2007  2006  2007  2006 
  (Millions of barrels)  (Millions of mcf)  (Millions of barrels) 
 
United States  204   138   270   236   249   178 
Europe  329   340   656   677   438   453 
Africa  285   304   87      300   304 
Asia and other  67   50   1,655   1,553   343   308 
                         
   885   832   2,668   2,466   1,330   1,243 
                         
 
 
*Reflects natural gas reserves converted on the basis of relative energy content (six mcf equals one barrel).
 
Of the total proved reserves (on a barrel of oil equivalent basis), 14% are located in the United States, 36% are located in Europe (consisting of reserves in the North Sea and Russia), 25% are located in Africa and the remainder are located in Indonesia, Thailand, Malaysia, and Azerbaijan. On a barrel of oil equivalent (boe) basis, 40%44% of the Corporation’s December 31, 2006 worldwide proved reserves are undeveloped (42% in 2005)at December 31, 2007 (40% at December 31, 2006). Proved reserves held under production sharing contracts at December 31, 2006 include 26% and 56%, respectively,2007 totaled 25% of crude oil and natural gas reserves held under production sharing contracts.
Worldwide crude oilliquids and 57% of natural gas liquids production amounted to 257,000 barrels per day in 2006 compared with 244,000 barrels per day in 2005. Worldwide natural gas production was 612,000 mcf per day in 2006 compared with 544,000 mcf per day in 2005. On a barrel of oil equivalent basis, production was 359,000 barrels per day in 2006 compared with 335,000 barrels per day in 2005.reserves.
 
Worldwide crude oil, natural gas liquids and natural gas production was as follows:
 
               
 2006 2005  2007 2006 2005 
Crude oil (thousands of barrels per day)
            ��       
United States                    
Onshore  15   21   15   15   21 
Offshore  21   23   16   21   23 
            
  36   44   31   36   44 
            
Europe                    
United Kingdom  50   54   38   50   54 
Norway  22   26   19   22   26 
Denmark  19   24   12   19   24 
Russia  18   6   24   18   6 
            
  109   110   93   109   110 
            


2


               
 2006 2005  2007 2006 2005 
Africa                    
Equatorial Guinea  28   30   56   28   30 
Algeria  22   25   22   22   25 
Gabon  12   12   14   12   12 
Libya  23      23   23    
            
  85   67   115   85   67 
            
Asia and other                    
Azerbaijan  7   4   16   7   4 
Other  5   3   5   5   3 
            
  12   7   21   12   7 
            
Total  242   228   260   242   228 
            
Natural gas liquids (thousands of barrels per day)
                    
United States          10   10   12 
Onshore  7   8 
Offshore  3   4 
     
  10   12 
     
Europe                    
United Kingdom  4   3   4   4   3 
Norway  1   1   1   1   1 
            
  5   4   5   5   4 
            
Total  15   16   15   15   16 
            
Natural gas (thousands of mcf per day)
                    
United States                    
Onshore  54   74   42   54   74 
Offshore  56   63   46   56   63 
            
  110   137   88   110   137 
            
Europe                    
United Kingdom  244   222   231   244   222 
Norway  22   28   18   22   28 
Denmark  17   24   10   17   24 
            
  283   274   259   283   274 
            
Asia and other                    
Joint Development Area of Malaysia and Thailand  131   51 
Joint Development Area of Malaysia and Thailand (JDA)  115   131   51 
Thailand  60   57   90   60   57 
Indonesia  26   25   59   26   25 
Other  2    —   2   2    
            
  219   133   266   219   133 
            
Total  612   544   613   612   544 
            
Barrels of oil equivalent*
  359   335   377   359   335 
            
 
 
*Reflects natural gas production converted on the basis of relative energy content (six mcf equals one barrel).
 
The Corporation presently estimates that its 2007 barrel of oil equivalent2008 production will be approximately 370,000380,000 to 380,000390,000 barrels of oil equivalent per day.day (boepd). The Corporation is developing a number of oil and gas fields and has an inventory of domestic and foreign exploration prospects.

3


United States
 
At December 31, 2007, 19% of the Corporation’s total proved reserves were located in the United States. During 2006, 18%2007, 15% of the Corporation’s crude oil and natural gas liquids production and 18%14% of its natural gas production were from United States operations. The Corporation operates mainlyCorporation’s production in the United States was principally from properties offshore in the Gulf of Mexico, which include the Llano (Hess 50%), Conger (Hess 37.5%), Baldpate (Hess 50%), Hack Wilson (Hess 33.3%) and Penn State (Hess 50%) fields, onshore in Texas and North Dakota. During 2006, the Corporation completed the sale of itsDakota including interests in certain producing propertiesthe Bakken Play and Williston Basin and the Seminole-San Andres Unit (Hess 34.3%) onshore Texas in the Permian Basin in Texas and New Mexico and certain U.S. Gulf Coast oil and gas producing assets. Total net production from assets sold was approximately 8,000 barrels of oil equivalent per day at the time of sale.Basin.
 
In the second quarter of 2006, theThe Shenzi development (Hess 28%) in the Green Canyon Block area of the deepwater Gulf of Mexico was sanctioned by the operator in 2006 and first oilprogressed in 2007 with installation of the tension leg platform tendon piles and hull fabrication. First production from Shenzi is expected to commence in the second half of 2009. Plans for the Shenzi development in 2007 include the drilling of development wells and continued construction of platform components and subsea equipment installation.mid-2009. In February 2007, the Corporation acquiredcompleted the acquisition of a 28% interest in the Genghis Khan oil and gas development located in the deepwater Gulf of Mexico on Green Canyon Blocks 652 and 608 for $371 million.608. The Genghis Khan development is part of the same geologicgeological structure as the Shenzi development and firstdevelopment. These fields were unitized in 2007. Crude oil production from this development is expectedthe Genghis Khan Field commenced in the second half ofOctober 2007.
 
In 2006, an exploration well on the Corporation’s Pony prospect (Hess 100%) on Green Canyon Block 468 in the deepwater GulfDevelopment of Mexico encountered 475 feet of oil saturated sandstone in Miocene age reservoirs. Drilling of an appraisal sidetrack well on the Pony Prospect was completed in January 2007 which encountered 280 feet of oil saturated sandstone in Miocene age reservoirs after penetrating sixty percent of its geological objective. Drilling of the sidetrack well was stopped for mechanical reasons after successfully recovering 450 feet of conventional core. The Corporation is currently drilling an appraisal well about 7,400 feet northwest of the discovery well.
In 2006, on the Tubular Bells prospect (Hess 20%) in the Mississippi Canyon area of the deepwater Gulf of Mexico a successful appraisal well encountered hydrocarbons approximately 5 miles from the initial discovery well. The operator intends to drill two sidetrack wells in 2007 which will further delineate the field.
The Corporation has an interest in the Seminole-San Andres Unit (Hess 34.3%) in the Permian Basin. A residual oil zone development at the Seminole-San Andres Unit is expected to commencecommenced in the fourth quarter of 2007 and it is anticipated that production from this development will begin in 2009. The Corporation intends to useinject carbon dioxide gas supplied from its interests in the West Bravo Dome and Bravo Dome fields in New Mexico forinto the enhanced recovery effort in this residual oil zone development.to enhance recovery of crude oil.
At the Corporation’s Tubular Bells prospect (Hess 20%) located in the Mississippi Canyon area of the deepwater Gulf of Mexico a successful sidetrack to the second Tubular Bells well was completed during the first quarter of 2007 and the drilling of a third well commenced in October 2007. On the Pony prospect on Green Canyon Block 468 (Hess 100%) in the deepwater Gulf of Mexico a sidetrack from the original discovery well was successfully completed in the first quarter of 2007 and a second appraisal well is being drilled about 1.5 miles northwest of the original discovery well.
 
At December 31, 2006,2007, the Corporation has interests in over 400more than 370 exploration blocks in the Gulf of Mexico. The Corporation has 1,525,304Mexico, which include 1,372,529 net undeveloped acres in the Gulf of Mexico.acres.
 
Europe
 
At December 31, 2007, 33% of the Corporation’s total proved reserves were located in Europe (United Kingdom 11%, Norway 14%, Denmark 3% and Russia 5%). During 2006, 44%2007, 36% of the Corporation’s crude oil and natural gas liquids production and 46%42% of its natural gas production were from European operations.
 
United Kingdom:  Production of crude oil and natural gas liquids from the United Kingdom North Sea was 54,000 barrels per day in 2006 compared with 57,000 barrels per day in 2005, principally from the Corporation’s non-operated interests in the Beryl (Hess 22.2%), Bittern (Hess 28.3%), Schiehallion (Hess 15.7%) and Clair (Hess 9.3%) fields. Natural gas production from the United Kingdom in 20062007 was 244,000 mcf of natural gas per day compared with 222,000 mcf per day in 2005, primarily from gas fields in the Easington Catchment Area (Hess 28.8%), as well as the Everest (Hess 18.7%), Lomond (Hess 16.7%) and, Beryl (Hess 22.2%). In addition, production from the, Atlantic (Hess 25%) and Cromarty (Hess 90%) fields commenced in June of 2006 and the fields produced at a combined rate of approximately 95,000 mcf per day net to Hess in the second half of 2006.fields.
 
In the first half of 2007, the Corporation expects to completecompleted the sale of its interests in the Scott and Telford fields with an effective date of January 1, 2007 for approximately $100 million. The Corporation’s share of net production from these fields was 9,000 barrels of oil equivalent per day at the end of 2006.located offshore United Kingdom.
 
Norway:  Crude oil and natural gas liquids production was 23,000 barrels per day in 2006 and 27,000 barrels per day in 2005. Natural gas production averaged 22,000 mcf per day in 2006 and 28,000 mcf per day in 2005. Substantially all of the 2007 and 2006 Norwegian production iswas from the Corporation’s interest in the Valhall fieldField (Hess 28.1%). A field redevelopment for Valhall was sanctioned during 2007. In September 2007, gas production commenced at the Snohvit Field (Hess 3.26%) located offshore Norway.


4


 
Denmark:  NetCrude oil and natural gas production comes from the Corporation’s interest in the South Arne fieldField (Hess 57.5%) was 19,000 barrels of crude oil per day in 2006 and 24,000 barrels of crude oil per day in 2005. Natural gas production was 17,000 mcf per day in 2006 and 24,000 mcf per day in 2005..
 
Russia:  The Corporation’s activities in Russia are conducted through its 80%-owned interest in a corporate joint venture operating in the Volga-Urals region of Russia. Production averaged 18,000 barrels of crude oil per day in 2006 compared to 6,000 barrels per day in 2005. The Corporation’s initial interest in its Russian joint venture was acquired during 2005.


4


Africa
 
At December 31, 2007, 22% of the Corporation’s total proved reserves were located in Africa (Equatorial Guinea 9%, Algeria 2%, Libya 10% and Gabon 1%). During 2006, 33%2007, 42% of the Corporation’s crude oil and natural gas liquids production was from African operations.
 
Equatorial Guinea:  The Corporation is the operator and owns an interest in Block G (Hess 85%) which contains the Ceiba fieldField and Okume Complex. Net production from the Ceiba field averaged 28,000 barrels of crude oil per day in 2006 and 30,000 barrels per day in 2005. Production of crude oil from the Okume Complex commenced in December 2006. The Corporation estimates that its net share of 2007 production from the Okume Complex will average approximately 20,000 barrels of oil per day. In 2007, the Corporation plans to complete the construction of offshore production facilities and to drill additional development wells at the Okume Complex.
 
Algeria:  The Corporation has a 49% interest in a venture with the Algerian national oil company that is redeveloping three oil fields. The Corporation’s share of production averaged 22,000 and 25,000 barrels of crude oil per day in 2006 and 2005, respectively. The Corporation has also submitted a plan of development for a small oil discovery on Block 401C, which is currently awaiting government approval.
 
Libya:  In January 2006, theThe Corporation, in conjunction with its Oasis Group partners, re-entered its formerhas oil and gas production operations in the Waha concessions in Libya (Hess 8.16%). The re-entry terms included a25-year extension of the concessions and payments by the Corporation to the Libyan National Oil Corporation of $359 million. The Corporation’s net share of 2006 production from Libya averaged 23,000 barrels of oil per day. The Corporation also owns a 100% interest in offshore exploration Area 54.54, where drilling of an exploration well is planned for 2008.
 
Gabon:  ThroughThe Corporation’s activities in Gabon are conducted through its 77.5% owned Gabonese subsidiary, where the Corporation has interests in the Rabi Kounga, Toucan and Atora fields. The Corporation’s share of production averaged 12,000 barrels of crude oil per day in 2006 and 2005.
 
Egypt:  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 a25-year development lease for the West Med Block 1 concession (West Med Block) (Hess 55%), which contains four existing natural gas discoveries and additional exploration opportunities. During 2007, the Corporation commenced front-end engineering and seismic studies.
Ghana:  The Corporation holds an interest in the Cape Three Points South Block (Hess 100%) located offshore Ghana where drilling of an exploration well is planned during 2008.
 
Asia and Other
 
At December 31, 2007, 26% of the Corporation’s total proved reserves were located in the Asia and other region (JDA 14%, Indonesia 7%, Thailand 3% and Azerbaijan 2%). During 2006, 5%2007, 7% of the Corporation’s crude oil and natural gas liquids production and 36%44% of its natural gas production were from AsianAsia and other operations.
 
Joint Development Area of Malaysia and Thailand:  The Corporation owns an interest in the production sharing agreement covering BlockA-18 of the Joint Development Area (JDA)JDA (Hess 50%) in the Gulf of Thailand. Net production averaged 131,000 mcf of natural gas and 2,000 barrels of crude oil per day in 2006 compared to 51,000 mcf of natural gas and 1,000 barrels of crude oil per day in 2005. In 2007, the Corporation’s capital investments in the JDA will be primarily focused on facilities expansion and development drilling associated with the additional contracted gas sales of 400,000 mcf per day (gross) in 2008. It is anticipated that production associated with these additional gas sales will begin ramping up in the fourth quarter of 2007, the Corporation completed the expansion of offshore facilities and installation of wellhead platforms at the JDA. Full Phase 2 production is expected in the second half of 2008.
Indonesia:  The Corporation’s natural gas production in Indonesia primarily comes from its interests offshore in the Ujung Pangkah project (Hess 75%) and the Natuna A gas Field (Hess 23%). Natural gas production from the Ujung Pangkah project commenced in April 2007. In addition, during 2007 a crude oil development project commenced at Ujung Pangkah. Production from this Phase 2 oil project is expected to commence in 2009. The Corporation also owns an interest in the onshore Jambi Merang natural gas project (Hess 25%), which was sanctioned for development in 2007.
 
Thailand:  The Corporation has an interest in the Pailin gas fieldField (Hess 15%) offshore Thailand. Net production from the Corporation’s interest averaged 60,000 mcf and 57,000 mcf of natural gas per day in 2006 and 2005, respectively. The Corporation is the operator and owns an interest in the onshore natural gas project in the Sinphuhorm Block (formerly the Phu


5


Horm BlockBlock) (Hess 35%) which commenced production in Novemberthe fourth quarter of 2006. The Corporation estimates its net share of 2007 production from Phu Horm will average approximately 30,000 mcf of natural gas per day.
Indonesia:  The Corporation’s net share of natural gas production from Indonesia averaged 26,000 mcf per day in 2006 and 25,000 mcf per day in 2005 primarily from its interest in the Natuna A gas field (Hess 23%). The Ujung Pangkah project (Hess 75%), where the Corporation is the operator, is expected to commence gas sales by mid 2007 under an existing gas sales agreement for 440 million mcf (gross) over a 20 year period with an expected plateau rate of 100,000 mcf per day (gross). The Corporation’s plans for Ujung Pangkah in 2007 include drilling additional development wells, the completion of onshore and offshore gas facilities and the commencement of a crude oil development project. The Corporation also owns an interest in the Jambi Merang natural gas project (Hess 25%).
 
Azerbaijan:  The Corporation has an interest in the Azeri-Chirag-Gunashli (ACG) fields (Hess 2.72%) in the Caspian Sea. Net production from its interest averaged 7,000 barrels of crude oil per day in 2006 and 4,000 barrels per day in 2005. Phase 2 production from the ACG fields commenced during 2006. The Corporation also holds an interest in the Baku-Tbilisi-Ceyhan (BTC) Pipeline (Hess 2.36%), which started operation.
Australia:  In 2007, the Corporation acquired a 100% interest in an exploration license covering 780,000 acres in the second quarterCarnarvon basin offshore Western Australia (Block 390-P). During 2008, the Corporation plans to drill four wells of 2006.a 16 well commitment on the block. During 2007, the Corporation also acquired a 50% interest in Block 404-P located offshore Western Australia, which covers a total area of 680,000 acres.
 
Brazil:  The Corporation has interests in two blocks located offshore Brazil, the BMS-22 Block (Hess 40%) in the Santos Basin, where drilling of an exploration well is planned in 2008, and the BM-ES-30 Block (Hess 60%) in the Espirito Santo Basin.


5


Oil and Gas Reserves
 
The Corporation’s net proved oil and gas reserves at the end of 2007, 2006 2005 and 20042005 are presented under Supplementary Oil and Gas Data on pages 80 and 8176 through 78 in the accompanying financial statements.
 
During 2006,2007, the Corporation provided oil and gas reserve estimates for 20052006 to the United States Department of Energy. Such estimates are compatible with the information furnished to the SEC onForm 10-K for the year ended December 31, 2005,2006, although not necessarily directly comparable due to the requirements of the individual requests. There were no differences in excess of 5%.
 
Sales commitments:The Corporation has no contracts or agreements to sell fixed quantities of its crude oil production. In the United States, natural gas is soldmarketed on a spot basis and under contracts for varying periods to local distribution companies, and commercial, industrial and other purchasers. The Corporation’s United States natural gas production is expected to approximate 20%30% of its 20072008 sales commitments under long-term contracts. The Corporation attempts to minimize price and supply risks associated with its United States natural gas supply commitments by entering into purchase contracts with third parties having adequatereliable sources of supply, on terms substantially similar to those under its commitments and by leasing storage facilities.
In international markets, the Corporation generally sells its natural gas production under long-term sales contracts.contracts with prices that are periodically adjusted due to changes in the commodity prices or other indices. In the United Kingdom, the Corporation also sells a portionthe majority of its natural gas production on a spot basis.
 
Average selling prices and average production costs
 
             
  2006  2005  2004 
 
Average selling prices (including the effects of hedging) (Note A)            
Crude oil, including condensate and natural gas liquids (per barrel)            
United States $57.41  $33.86  $27.87 
Europe  55.80   33.30   26.24 
Africa  51.18   32.10   26.35 
Asia and other  61.52   54.69   38.36 
Worldwide  54.81   33.69   26.86 
Natural gas (per mcf)            
United States $6.59  $7.93  $5.18 
Europe  6.20   5.29   3.96 
Asia and other  4.05   4.02   3.90 
Worldwide  5.50   5.65   4.31 
             
  2007  2006  2005 
 
Average selling prices (including the effects of hedging) (Note A)            
Crude oil, including condensate and natural gas liquids (per barrel)            
United States $64.96  $57.41  $33.86 
Europe  60.76   55.80   33.30 
Africa  62.04   51.18   32.10 
Asia and other  72.17   61.52   54.69 
Worldwide  62.87   54.81   33.69 
Natural gas (per mcf)            
United States $6.67  $6.59  $7.93 
Europe  6.13   6.20   5.29 
Asia and other  4.71   4.05   4.02 
Worldwide  5.60   5.50   5.65 
Average production (lifting) costs per barrel of oil equivalent produced (Note B)            
United States $13.56  $9.54  $7.46 
Europe  14.06   10.73   8.13 
Africa  9.09   9.03   7.99 
Asia and other  8.41   6.54   7.29 
Worldwide  11.50   9.55   7.91 
 


6


             
  2006  2005  2004 
 
Average production (lifting) costs per barrel of oil equivalent produced (Note B)            
United States $9.54  $ 7.46  $ 6.42 
Europe  10.73   8.13   6.35 
Africa  9.03   7.99   7.72 
Asia and other  6.54   7.29   6.05 
Worldwide  9.55   7.91   6.59 
 
Note A:  Includes inter-company transfers valued at approximate market prices and the effect of the Corporation’s hedging activities.
 
Note B:  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), transportation costs and production and severance taxes. Production costs in 2005 exclude Gulf of Mexico hurricane related expenses. The average production costs per barrel of oil equivalent reflect the crude oil equivalent of natural gas production converted based on the basis of relative energy content (six mcf equals one barrel).
 
The table above does not include costs of finding and developing proved oil and gas reserves, or the costs of related general and administrative expenses, interest expense and income taxes.


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Gross and net undeveloped acreage at December 31, 20062007
 
                
 Undeveloped
  Undeveloped
 
 Acreage (Note A)  Acreage (Note A) 
 Gross Net  Gross Net 
 (In thousands)  (In thousands) 
United States  2,199   1,672   2,497   1,701 
Europe  2,893   984   3,862   1,356 
Africa  13,527   9,572   12,357   8,850 
Asia and other  16,486   10,016   15,496   10,798 
          
Total (Note B)  35,105   22,244   34,212   22,705 
          
 
Note A:  Includes acreage held under production sharing contracts.
 
Note B:  Approximately 5%Licenses covering approximately 32% of the Corporation’s net undeveloped acreage held at December 31, 2006 will2007 are scheduled to expire during the next three years.years pending the results of exploration activities. These scheduled expirations are largely in Libya (offshore exploration Area 54), Algeria and Peru.
 
Gross and net developed acreage and productive wells at December 31, 20062007
 
                      
                       Developed
     
 Developed
      Acreage
     
 Acreage
      Applicable to
 Productive Wells (Note A) 
 Applicable to
 Productive Wells (Note A)  Productive Wells Oil Gas 
 Productive Wells Oil Gas  Gross Net Gross Net Gross Net 
 Gross Net Gross Net Gross Net  (In thousands)         
 (In thousands)         
United States  450   385   708   396   74   59   471   400   731   420   64   50 
Europe  1,183   587   283   98   163   37   1,618   814   244   86   151   33 
Africa  9,919   958   844   105   3      9,919   958   944   142       
Asia and other  2,185   624   40   3   320   60   2,185   624   48   3   235   49 
                          
Total  13,737   2,554   1,875   602   560   156   14,193   2,796   1,967   651   450   132 
                          
 
Note A:  Includes multiple completion wells (wells producing from different formations in the same bore hole) totaling 301200 gross wells and 6239 net wells.

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Number of net exploratory and development wells drilled
 
                                          
 Net Exploratory
 Net Development
  Net Exploratory
 Net Development
 
 Wells Wells  Wells Wells 
 2006 2005 2004 2006 2005 2004  2007 2006 2005 2007 2006 2005 
Productive wells                                                
United States  1    –   4   24   28   32     1     1     —     54     24     28 
Europe  1    3      20   6   5   3   1   3   14   20   6 
Africa      1   1   17   12   12   1      1   23   17   12 
Asia and other  6    1   1   11   8   2   3   6   1   15   11   8 
                          
Total  8    5   6   72   54   51   8   8   5   106   72   54 
                          
Dry holes                                                
United States  4    2   1      2      1   4   2         2 
Europe     1    1         1   1      1          
Africa      1   2      1   1   1      1         1 
Asia and other      –   1         1                   
                          
Total  4    4   5      3   3   3   4   4         3 
                          
Total  12    9   11   72   57   54   11   12   9   106   72   57 
                          


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Number of wells in process of drilling at December 31, 20062007
 
                
 Gross
 Net
  Gross
 Net
 
 Wells Wells  Wells Wells 
United States  12   7   14   7 
Europe  13   6   6   4 
Africa  21   8   13   6 
Asia and other  19   4   7   1 
          
Total  65   25   40   18 
          
 
Number of net waterfloods and pressure maintenance projects in process of installation at December 31, 20062007 — 21
 
Marketing and Refining
 
RefinedTotal M&R product sales of the M&R businesses were as follows:
 
            
       2007* 2006* 2005* 
 2006 2005  (Thousands of
 
 (Thousands of barrels per day)  barrels per day) 
Gasoline  218   213   210   218   213 
Distillates  144   136   147   144   136 
Residuals  60   64   62   60   64 
Other  37   43   32   37   43 
            
Total  459   456   451   459   456 
            
 
*Of total refined products sold in 2007, 2006 and 2005 approximately 50% was obtained from HOVENSA and Port Reading. The Corporation purchased the balance from third parties under short-term supply contracts and spot purchases.
Refining:Refining
The Corporation owns a 50% interest in HOVENSA L.L.C. (HOVENSA), a refining joint venture in the United States Virgin Islands with a subsidiary of Petroleos de Venezuela S.A. (PDVSA). In addition, it owns and operates a refining facility in Port Reading, New Jersey.


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HOVENSA:  Refining operations at HOVENSA consist of crude units, a fluid catalytic cracking unit and a delayed coker unit.
The following table summarizes capacity and utilization rates for HOVENSA:
 
         
  Refinery
  Refinery Utilization
  Capacity  2006 2005
  (Thousands of
     
  barrels per day)     
 
Crude  500    89.7%     92.2%  
Fluid catalytic cracker  150  84.3% 81.9%
Coker  58  84.3% 92.8%
         
  Refinery
 Refinery Utilization
  Capacity 2007 2006 2005
  (Thousands of
      
  barrels per day)      
 
Crude 500 90.8% 89.7% 92.2%
Fluid catalytic cracker 150 87.1% 84.3% 81.9%
Coker  58 83.4% 84.3% 92.8%
 
The fluid catalytic cracking unit at HOVENSA was shut down for approximately 22 days of unscheduled maintenance in 2006.
 
The delayed coker unit permits HOVENSA to run lower-cost heavy crude oil. HOVENSA has a long-term supply contract with PDVSA to purchase 115,000 barrels per day of Venezuelan Merey heavy crude oil. PDVSA also supplies 155,000 barrels per day of Venezuelan Mesa medium gravity crude oil to HOVENSA under along-term crude oil supply contract. The remaining crude oil requirements are purchased mainly under contracts of one year or less from third parties and through spot purchases on the open market. After sales of refined products by HOVENSA to unrelated third parties, the Corporation purchases 50% of HOVENSA’s remaining production at market prices.


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Gross crude runs at HOVENSA averaged 454,000 barrels per day in 2007 compared with 448,000 barrels per day in 2006 and 461,000 barrels per day in 2005. During the second quarter of 2007, the coker unit at HOVENSA was shut down for approximately 30 days for a scheduled turnaround. The fluid catalytic cracking unit at HOVENSA was shut down for approximately 22 days of unscheduled maintenance in 2006.
 
Port Reading Facility:  The Corporation owns and operates a fluid catalytic cracking facility in Port Reading, New Jersey, with a capacity of 65,000 barrels per day. This facility, which processes residual fuel oil and vacuum gas oil, and operated at a rate of approximately 61,000 barrels per day in 2007 compared with 63,000 barrels per day in 2006 and 55,000 barrels per day in 2005. Substantially all of Port Reading’s production is gasoline and heating oil.
 
Marketing: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, governmental agencies and public utilities. It also markets natural gas and electricity to utilities and other industrial and commercial customers. During 2006 and 2005, the Corporation selectively expanded its energy marketing business by acquiring natural gas and electricity customer accounts.
 
The Corporation has 1,3501,371 HESS® gasoline stations at December 31, 2006,2007, including stations owned by the WilcoHess joint venture (Hess 44%). Approximately 88%90% of the gasoline stations are operated by the Company or WilcoHess. Of the operated stations, 92%93% have convenience stores on the sites. Most of the Corporation’s gasoline stations are in New York, New Jersey, Pennsylvania, Florida, Massachusetts, North Carolina and South Carolina.
 
Refined product sales averaged 451,000 barrels per day in 2007 compared with 459,000 barrels per day in 2006 and 456,000 barrels in 2005. Total energy marketing natural gas sales volumes, including utility and spot sales, were approximately 1.9 million mcf per day in 2007, 1.8 million mcf per day in 2006 and 1.7 million mcf per day in 2005. Of total refined productsIn addition, energy marketing sold electricity volumes at the rate of 2,800, 1,400 and 500 megawatts (round the clock) in 2007, 2006 approximately 50% 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.2005, respectively.
 
The Corporation hasowns 22 terminals with an aggregate storage capacity of 22 million barrels in its East Coast marketing areas. The Corporation also owns a terminal in St. Lucia with a storage capacity of 10 million barrels, which is used for third party storage.
 
The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and derivatives. The Corporation also takes energy commodity and derivative trading positions for its own account.
 
The Corporation also has a 50%92.5% interest in a joint venture, Hess LNG, which is pursuing investments in liquefied natural gas (LNG) terminals and related supply, trading and marketing opportunities. The joint venture is pursuing the development of LNG terminal projects located in Fall River, Massachusetts and Shannon, Ireland.
The Corporation has a wholly-owned subsidiary that provides distributed electricity generating equipment to industrial and commercial customers as an alternative to purchasing electricity from local utilities. The Corporation also has invested in long-term technologya venture to develop fuel cells for electricity generation through a venture with other parties.generation.


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Competition and Market Conditions
 
See Item 1A,Risk Factors Related to Our Business and Operations, for a discussion of competition and market conditions.
 
Other Items
 
Compliance with various existing environmental and pollution control regulations imposed by federal, state, local and foreign governments is not expected to have a material adverse effect on the Corporation’s earnings and competitive position within the industry. The Corporation spent $15$23 million in 20062007 for environmental remediation. The United States Environmental Protection Agency (EPA) has adopted rules that limit the amount of sulfur in gasoline and diesel fuel. Capital expenditures necessary to comply with the low-sulfur gasoline requirements at Port Reading were $72 million, of which $23 million was spent in 2005 and the remainder was spent in 2006. Capital expenditures to comply with low-sulfur gasoline and diesel fuel requirements at HOVENSA are expected to be approximately $420 million, of which $360 million has been spent to date and the remainder will be spent in 2007. HOVENSA expects to finance these capital expenditures through cash flow from operations.
 
The number of persons employed by the Corporation at year end was approximately 13,300 in 2007 and 13,700 in 2006 and 12,800 in 2005.2006.
 
The Corporation’s Internet address is www.hess.com. On its website, the Corporation makes available free of charge its annual report onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Corporation electronically files with or furnishes such material to the Securities and Exchange Commission. Copies of the Corporation’s Code of Business Conduct and Ethics, its Corporate


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Governance Guidelines and the charters of the Audit Committee, the Compensation and Management Development Committee and the Corporate Governance and Nominating Committee of the Board of Directors are available on the Corporation’s website and are also available free of charge upon request to the Secretary of the Corporation at its principal executive offices. The Corporation has also filed with the New York Stock Exchange (NYSE) its annual certification that the Corporation’s chief executive officer is unaware of any violation of the NYSE’s corporate governance standards.
 
Item 1A.  Risk Factors Related to Our Business and Operations
 
Our business activities and the value of our securities are subject to significant risk factors, including those described below. The risk factors described below could negatively affect our operations, financial condition, liquidity and results of operations, and as a result, holders and purchasers of our securities could lose part or all of their investments. It is possible additional risks relating to our securities may be described in a prospectus supplement if we issue securities in the future.
 
Commodity Price Risk:  Our estimated proved reserves, revenue, operating cash flows, operating margins, future earnings and trading operations are highly dependent on the prices of crude oil, natural gas and refined petroleum products, which are influenced by numerous factors beyond our control. Historically these prices have been very volatile. The major foreign oil producing countries, including members of the Organization of Petroleum Exporting Countries (OPEC), exert considerable influence over the supply and price of crude oil and refined petroleum products. Their ability or inability to agree on a common policy on rates of production and other matters has a significant impact on the oil markets. The derivativescommodities trading markets may also influence the selling prices of crude oil, natural gas and refined petroleum products. A significant downward trend in commodity prices would have a material adverse effect on our revenues, profitability and cash flow and could result in a reduction in the carrying value of our oil and gas assets, goodwill and proved oil and gas reserves. To the extent that we engage in hedging activities to mitigate commodity price volatility, we will not realize the benefit of price increases above the hedged price.
 
Technical Risk:  We own or have access to a finite amount of oil and gas reserves which will be depleted over time. Replacement of oil and gas reserves is subject to successful exploration drilling, development activities, and enhanced recovery programs. Therefore, future oil and gas production is dependent on technical success in finding


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and developing additional hydrocarbon reserves. Exploration activity involves the interpretation of seismic and other geological and geophysical data, which does not always successfully predict the presence of commercial quantities of hydrocarbons. Drilling risks include adverse unexpected conditions, irregularities in pressure or formations, equipment failure, blowouts and weather interruptions. Future developments may be affected by unforeseen reservoir conditions which negatively affect recovery factors or flow rates. The costs of drilling and development activities have also been increasing, which could negatively affect expected economic returns. Although due diligence is used in evaluating acquired oil and gas properties, similar uncertainties may be encountered in the production of oil and gas on properties acquired from others.
 
Oil and Gas Reserves and Discounted Future Net Cash Flow Risks:Numerous uncertainties exist in estimating quantities of proved reserves and future net revenues from those reserves. Actual future production, oil and gas prices, revenues, taxes, capital expenditures, operating expenses, geologic success and quantities of recoverable oil and gas reserves may vary substantially from those assumed in the estimates and could materially affect the estimated quantities and future net revenues of our proved reserves. In addition, reserve estimates may be subject to downward or upward revisions based on production performance, purchases or sales of properties, results of future development, prevailing oil and gas prices, production sharing contracts which may decrease reserves as crude oil and natural gas prices increase, and other factors.
 
Political Risk:  Federal, state, local, territorial and foreign laws and regulations relating to tax increases and retroactive tax claims, expropriation of property, mandatory government participation, cancellation or amendment of contract rights, and changes in import regulations, as well as other political developments may affect our operations. For example, during 2006, the governments of the United Kingdom and Algeria increased taxation on our crude oil and natural gas revenues in response to higher crude oil and natural gas prices. Some of the international areas in which we operate may be politically less stable than our domestic operations. In addition, the increasing threat of terrorism around the world poses additional risks to the operations of the oil and gas industry. In our M&R segment, we market motor fuels through lessee-dealers and wholesalers in


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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.
 
Environmental Risk:  Our oil and gas operations, like those of the industry, are subject to environmental hazards such as oil spills, produced water spills, gas leaks and ruptures and discharges of substances or gases that could expose us to substantial liability for pollution or other environmental damage. Our operations are also subject to numerous United States federal, state, local and foreign environmental laws and regulations. Non-compliance with these laws and regulations may subject us to administrative, civil or criminal penalties, remedialclean-ups and natural resource damages or other liabilities. In addition, increasingly stringent environmental regulations, particularly relating to the production of motor and other fuels hasand the potential for controls on greenhouse gas emissions, have resulted, and will likely continue to result, in higher capital expenditures and operating expenses for us and the oil and gas industry generally.in general.
 
Competitive Risk:  The petroleum industry is highly competitive and very capital intensive. We encounter competition from numerous companies in each of our activities, particularly inincluding acquiring rights to explore for crude oil and natural gas, and in the purchasing and marketing of refined products and natural gas. Many competitors, including national oil companies, are larger and have substantially greater resources. We are also in competition with producers and marketers of other forms of energy. Increased competition for worldwide oil and gas assets has significantly increased the cost of acquisitions. In addition, competition for drilling services, technical expertise and equipment has affected the availability of technical personnel and drilling rigs and has increased capital and operating costs.
 
Catastrophic Risk:  Although we maintain an appropriatea level of insurance coverage consistent with industry practices against property and casualty losses, our oil and gas operations are subject to unforeseen occurrences which may damage or destroy assets or interrupt operations. Examples of catastrophic risks include hurricanes, fires, explosions and blowouts. These occurrences have affected us from time to time. During 2005, our annual Gulf of Mexico production of crude oil and natural gas was reduced by 7,000 barrels of oil equivalent per day (boepd) due to the impact of Hurricanes Katrina and Rita.


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Item 3.  Legal Proceedings
Purported class actions consolidated under a complaint captioned:In re Amerada Hess SecuritiesLitigation were filed in United States District Court for the District of New Jersey against the Registrant and certain executive officers and former executive officers of the Registrant alleging that these individuals sold shares of the Registrant’s common stock in advance of the Registrant’s acquisition of Triton Energy Limited (Triton) in 2001 in violation of federal securities laws. In April 2003, the Registrant and the other defendants filed a motion to dismiss for failure to state a claim and failure to plead fraud with particularity. On March 31, 2004, the court granted the defendants’ motion to dismiss the complaint. The plaintiffs were granted leave to file an amended complaint. Plaintiffs filed an amended complaint in June 2004. Defendants moved to dismiss the amended complaint. In June 2005, this motion was denied. On January 30, 2007, the District Court issued an order preliminarily approving settlement of this action and providing for notice to members of the class of plaintiffs. While continuing to deny the allegations of the complaint and all charges of wrongdoing or liability arising in connection with the subject matter of the action, the defendants agreed with plaintiffs to settle the action on the terms set forth in the stipulation of settlement in order to avoid the cost, inconvenience and uncertainty of continued protracted litigation. Under the terms of the settlement, defendants have caused to be deposited into an escrow account the sum of $9 million, which after payment of certain administrative expenses and plaintiffs’ attorney fees, will be distributed according to a plan of allocation to class members who submit valid and timely proof of claim and release forms. All of the amount deposited was paid by the defendants’ insurer. The settlement is subject to final approval of the district court and certain other conditions, including that not more than 5% of shares owned by class members eligible to participate in the settlement elect to opt out of the settlement.
 
The Registrant, along with many other companies engaged in refining and marketing of gasoline, has been a party to lawsuits and claims related to the use of methyl tertiary butyl ether (MTBE) in gasoline. A series of substantially identical lawsuits, many involving water utilities or governmental entities, were filed in jurisdictions across the United States against producers of MTBE and petroleum refiners who produce gasoline containing MTBE, including the Registrant. These cases have been consolidated in the Southern District of New York and, as of the end of 2007, the Registrant is named as a defendant in 4351 of the 69approximately 80 cases pending. The principal allegation in all cases is that gasoline containing MTBE is a defective product and that these parties are strictly liable in proportion to their share of the gasoline market for damage to groundwater resources and are required to take remedial action to ameliorate the alleged effects on the environment of releases of MTBE. InThe damages claimed in these actions are substantial and in some cases, punitive damages are also sought. In April 2005, the District Court denied the primary legal aspects of the defendants’ motion to dismiss these actions. WhileAs a result of Court-ordered mediation, the damages claimedRegistrant anticipates that settlement will be reached in these actions are substantial, only limited information is available to evaluate the factual and legal merits of those claims. The Corporation also believes that significant legal uncertainty remains regarding the validity of causes of action asserted and availabilitya number of the relief sought by plaintiffs. Accordingly, based onpending cases, the informationnumber and terms of which are currently available, there is insufficient information on whichbeing negotiated and are subject to evaluatea confidentiality agreement. In the Corporation’s exposure in these cases.fourth quarter 2007, the Registrant recorded a pre-tax charge of $40 million related to MTBE litigation.
 
Over the last several years, many refiners have entered into consent agreements to resolve the EPA’sUnited States Environmental Protection Agency’s (EPA) assertions that refining facilities were modified or expanded without complying with New Source Review regulations that require permits and new emission controls in certain circumstances and other regulations that impose emissions control requirements. These consent agreements, which arise out of an EPA enforcement initiative focusing on petroleum refiners and utilities, have typically imposed substantial civil fines and penalties and required (i) significant capital expenditures to install emissions control equipment over a three to eight year time period and (ii) changes to operations which resulted in increased operating costs. Settlements under Petroleum Refining Initiative consent agreements to date have averaged $335 per barrel per day of refining capacity. However theThe capital expenditures, penalties and supplemental environmental projects for individual


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refineries covered by the settlements can vary significantly, depending on the size and configuration of the refinery, the circumstances of the alleged modifications and whether the refinery has previously installed more advanced pollution controls. EPA initially contacted Registrant and HOVENSA L.L.C. (HOVENSA), its 50% owned joint venture with Petroleos de Venezuela, which owns and operates a refinery in the U.S. Virgin Islands, regarding the Petroleum Refinery Initiative in August 2003 and discussions resumed in August 2005. The Registrant and HOVENSA have had and expect to have further discussions with the EPA regarding the Petroleum Refining Initiative, although both the Registrant and HOVENSA have already installed many of the pollution controls required of other refiners under the consent agreements and the EPA has not made any specific


12


assertions that either Registrant or HOVENSA violated either New Source Review or other regulations which would require additional controls.agreements. While the effect on the Corporation of the Petroleum Refining Initiative cannot be estimated at this time, additional future capital expenditures and operating expenses may be incurred. The amount of penalties, if any, is not expected to be material to the Corporation. Negotiations with EPA are continuing and substantial progress has been made toward resolving this matter.
On September 13, 2007, HOVENSA received a Notice Of Violation (NOV) pursuant to section 113(a)(i) of the Clean Air Act (Act) from the United States Environmental Protection Agency (EPA) finding that HOVENSA failed to obtain proper permitting for the construction and operation of its delayed coking unit in accordance with applicable law and regulations. HOVENSA believes it properly obtained all necessary permits for this project. The NOV states that EPA has authority to issue an administrative order assessing penalties for violation of the Act. However, HOVENSA intends to enter into discussions with the EPA to reach resolution of this matter. Registrant does not believe that this matter will result in material liability to HOVENSA or Registrant.
 
In December 2006, HOVENSA received a Notice of Violation (NOV)NOV from the EPA alleging non-compliance with emissions limits in a permit issued by the Virgin Islands Department of Planning and Natural Resources (DPNR) for the two process heaters in the delayed coking unit. The NOV was issued in response to a voluntary investigation and submission by HOVENSA regarding potential non-compliance with the permit emissions limits for two pollutants. Any exceedances were minor from the perspective of the amount of pollutants emitted in excess of the limits. HOVENSA intends to work with the appropriate governmental agency to reach resolution of this matter and does not believe that it will result in material liability.
 
Registrant is one of over 60 companies that have received a directive from the New Jersey Department of Environmental Protection (NJDEP) to remediate contamination in the sediments of the lower Passaic River and NJDEP is also seeking natural resource damages. The directive, insofar as it affects Registrant, relates to alleged releases from a petroleum bulk storage terminal in Newark, New Jersey now owned by the Registrant. EPA has also issuedRegistrant and over 40 companies entered into an Administrative Order on Consent relatingwith EPA to study the same contamination. While NJDEP has suggestedIn June 2007, EPA issued a remedial cost of overdraft study which evaluated six alternatives for early action, with costs ranging from $900 million to $2.3 billion. Based on adverse comments from Registrant and others, EPA is reevaluating its alternatives. In addition, the costsfederal trustees for natural resources have begun a separate assessment of remediation ofdamages to natural resources in the Passaic River sediments areRiver. Given the subject of a remedial investigation and feasibility study currently being conducted on a portion of the river by the EPA under an agreement with Registrant and over 40 other companies. Thus,ongoing studies, remedial costs cannot be reliably estimated at this time. Based on currently known facts and circumstances, the Registrant does not believe that this matter will result in material liability because its terminal could not have contributed contamination along most of the river’s length and did not store or use contaminants which are of the greatest concern in the river sediments, and because there are numerous other parties who will likely share in the cost of remediation and damages.
 
On or aboutIn July 15, 2004, Hess Oil Virgin Islands Corp. (HOVIC), a wholly owned subsidiary of the Registrant, and HOVENSA, in which Registrant owns a 50% interest, each received a letter from the Commissioner of the Virgin Islands Department of Planning and Natural Resources and Natural Resources Trustees, advising of the Trustee’s intention to bring suit against HOVIC and HOVENSA under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). The letter alleges that HOVIC and HOVENSA are potentially responsible for damages to natural resources arising from releases of hazardous substances from the “HOVENSA Oil Refinery.” HOVENSA currently owns and operates a petroleum refinery on the south shore of St. Croix, United States Virgin Islands, which had been operated by HOVIC until October 1998. An action was filed on May 5, 2005 in the District Court of the Virgin Islands against HOVENSA, HOVIC and other companies that operated industrial facilities on the south shore of St. Croix asserting that the defendants are liable under CERCLA and territorial statutory and common law for damages to natural resources. HOVIC and HOVENSA do not believe that this matter will result in a material liability as they believe that they have strong defenses to this complaint, and they intend to vigorously defend this matter.


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The Securities and Exchange Commission (SEC) has notified the Registrant that on July 21, 2005, it commenced a private investigation into payments made to the government of Equatorial Guinea or to officials and persons affiliated with officials of the government of Equatorial Guinea. The staff of the SEC has requested documents and information from the Registrant and other oil and gas companies that have operations or interests in Equatorial Guinea. The staff of the SEC had previously been conducting an informal inquiry into such matters. The Registrant has been cooperating and continues to cooperate with the SEC investigation.
Registrant has been served with a complaint from the New York State Department of Environmental Conservation (DEC) relating to alleged violations at its petroleum terminal in Brooklyn, New York. The complaint, which seeks an order to shut down the terminal and penalties in unspecified amounts, alleges violations involving the structural integrity of certain tanks, the erosion of shorelines and bulkheads, petroleum discharges and improper certification of tank repairs. DEC is also seeking relief relating to remediation of certain gasoline stations in the New York metropolitan area. Registrant believes that many of the allegations are factually inaccurate or based on an incorrect interpretation of applicable law. Registrant has already addressed the primary conditions discussedand DEC have reached a settlement in the


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complaint. Registrant intendsprinciple, which is expected to vigorously contest the complaint, but is involvedbe finalized in settlement discussions with DEC.early 2008. Any settlement is not expected to be material to the Corporation.
 
The Registrant periodically receives notices from EPA that it is a “potential responsible party” under the Superfund legislation with respect to various waste disposal sites. Under this legislation, all potentially responsible parties are jointly and severally liable. For certain sites, 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 that 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 ofclean-up cost estimates, but is not expected to be material.
 
The Securities and Exchange Commission (SEC) has notified the Registrant that on July 21, 2005, it commenced a private investigation into payments made to the government of Equatorial Guinea or to officials and persons affiliated with officials of the government of Equatorial Guinea. The staff of the SEC has requested documents and information from the Registrant and other oil and gas companies that have operations or interests in Equatorial Guinea. The staff of the SEC had previously been conducting an informal inquiry into such matters. The Registrant has been cooperating and continues to cooperate with the SEC investigation.
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.


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Item 4.  Submission of Matters to a Vote of Security Holders
 
During the fourth quarter of 2006,2007, 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, 20072008 regarding executive officers of the Registrant:
 
                
     Year Individual
     Year Individual
     Became an
     Became an
     Executive
     Executive
Name
 
Age
 Office Held* 
Officer
 
Age
 Office Held* 
Officer
John B. Hess 52 Chairman of the Board, Chief Executive Officer and Director 1983 53 Chairman of the Board, Chief Executive Officer and Director 1983 
J. Barclay Collins II 62 Executive Vice President, General Counsel and Director 1986 63 Executive Vice President, General Counsel and Director 1986 
John J. O’Connor 60 Executive Vice President, President of Worldwide Exploration and Production and Director 2001 61 Executive Vice President, President of Worldwide Exploration and Production and Director 2001 
F. Borden Walker 53 Executive Vice President and President of Marketing and Refining and Director 1996 54 Executive Vice President and President of Marketing and Refining and Director 1996 
Brian J. Bohling 46 Senior Vice President 2004 47 Senior Vice President 2004 
E. Clyde Crouch 58 Senior Vice President 2003
William T. Drennen 57 Senior Vice President 2007 
John A. Gartman 59 Senior Vice President 1997 60 Senior Vice President 1997 
Scott Heck 49 Senior Vice President 2005 50 Senior Vice President 2005 
Lawrence H. Ornstein 55 Senior Vice President 1995 56 Senior Vice President 1995 
Howard Paver 56 Senior Vice President 2002 57 Senior Vice President 2002 
John P. Rielly 44 Senior Vice President and Chief Financial Officer 2002 45 Senior Vice President and Chief Financial Officer 2002 
George F. Sandison 50 Senior Vice President 2003 51 Senior Vice President 2003 
John J. Scelfo 49 Senior Vice President 2004 50 Senior Vice President 2004 
Robert P. Strode 50 Senior Vice President 2000
Gordon Shearer 53 Senior Vice President 2007 
John V. Simon 54 Senior Vice President 2007 
Robert J. Vogel 47 Vice President & Treasurer 2004 48 Vice President & Treasurer 2004 
 
 
*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 3, 2006.2, 2007, except for Mr. Drennen, who was elected on July 2, 2007. The first meeting of Directors following the next annual meeting of stockholders of the Registrant is scheduled to be held May 2, 2007.7, 2008.
 
Except for Messrs. Bohling, Drennen, Sandison, Scelfo and Scelfo,Shearer, 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. Mr. Bohling was employed in senior human resource positions with American Standard Corporation and CDI Corporation before joining the Registrant in 2004. Mr. Drennen served in senior executive positions in exploration and technology at ExxonMobil and its subsidiaries prior to joining the company in 2007. Mr. Scelfo was chief financial officer of Sirius Satellite Radio and a division of Dell Computer before his employment by the Registrant in 2003. Mr. Sandison served in senior executive positions in the area of global drilling with Texaco, Inc. before he was employed by the Registrant in 2003. Prior to joining Hess LNG, a joint venture subsidiary of the company, in 2004, Mr. Shearer was a consultant at Poten Partners, and held other senior positions in the liquefied natural gas industry.


1514


 
PART II
 
Item 5.  Market for the Registrant’s Common Stock, and Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Stock Market Information
 
The common stock of Hess Corporation is traded principally on the New York Stock Exchange (ticker symbol: HES). High and low sales prices were as follows:
 
                                
 2006 2005  2007 2006 
Quarter Ended*
 High Low High Low 
Quarter Ended
 High Low High Low 
March 31 $ 52.00  $ 42.83  $ 34.65  $ 25.94  $58.00  $ 45.96  $ 52.00  $ 42.83 
June 30  53.46   43.23   37.39   28.75   61.48   54.55   53.46   43.23 
September 30  56.45   38.30   47.50   35.53   69.87   53.12   56.45   38.30 
December 31  52.70   37.62   46.33   36.67   105.85   63.58   52.70   37.62 
                
 
*Prices for all periods reflect the impact of a3-for-1 stock split on May 31, 2006.
The high and low sales prices of the Corporation’s 7% cumulative mandatory convertible preferred stock (traded on the New York Stock Exchange, ticker symbol: HESPR) were as follows**:
                 
  2006  2005 
Quarter Ended
 High  Low  High  Low 
 
March 31 $130.65  $111.11  $ 90.33  $ 70.47 
June 30  133.65   109.90   95.75   74.75 
September 30  140.20   98.61   120.17   91.32 
December 31**  124.94   95.00   117.56   95.33 
**On December 1, 2006, each share of the Corporation’s 7% Mandatory Convertible Preferred Stock was converted into 2.4915 shares of its common stock.


16


Performance Graph
 
Set forth below is a line graph comparing the cumulative total shareholder return, assuming reinvestment of dividends, on the Corporation’s common stock with the cumulative total return, assuming reinvestment of dividends, of:
 
 • Standard & Poor’s 500 Stock Index, which includes the Corporation, and
 
 • AMEX Oil Index, which is comprised of companies involved in various phases of the oil industry including the Corporation.
 
As of each December 31, over a five-year period commencing on December 31, 20012002 and ending on December 31, 2006:2007:
TotalComparison of Five-Year Shareholder Returns
(Dividends Reinvested)

Years Ended December 31,
 
As a result of consolidations in the oil and gas industry, the Corporation believes that the peer group it had used previously had too few participants and has selected the AMEX Oil Index, a published industry index that includes the Corporation and 12 additional oil and gas companies, for purposes of the performance graph shown above.
 
Holders
 
At December 31, 2006,2007, there were 5,5725,673 stockholders (based on number of holders of record) who owned a total of 315,017,951320,599,585 shares of common stock.


15


Dividends
 
Cash dividends on common stock totaled $.40 per share ($.10 per quarter) during 20062007 and 20052006 on a split adjusted basis. Dividends on the 7% cumulative mandatory convertible preferred stock totaled $3.21 per share in 2006 prior to conversion on December 1, 2006 and $3.50 per share ($.875 per quarter) in 2005. See note 8, “Long-Term Debt,” in the notes to the financial statements for a discussion of restrictions on dividends.


17


 
Equity Compensation Plans
 
Following is information on the Registrant’s equity compensation plans at December 31, 2006:2007:
 
                        
     Number of
      Number of
 
     Securities
      Securities
 
     Remaining
      Remaining
 
     Available for
      Available for
 
 Number of
   Future Issuance
  Number of
   Future Issuance
 
 Securities to
 Weighted
 Under Equity
  Securities to
 Weighted
 Under Equity
 
 be Issued
 Average
 Compensation
  be Issued
 Average
 Compensation
 
 Upon Exercise
 Exercise Price
 Plans
  Upon Exercise
 Exercise Price
 Plans
 
 of Outstanding
 of Outstanding
 (Excluding
  of Outstanding
 of Outstanding
 (Excluding
 
 Options,
 Options,
 Securities
  Options,
 Options,
 Securities
 
 Warrants and
 Warrants and
 Reflected in
  Warrants and
 Warrants and
 Reflected in
 
 Rights
 Rights
 Column (a))
  Rights
 Rights
 Column (a))
 
Plan Category
 (a) (b) (c)  (a) (b) (c) 
Equity compensation plans approved by security holders  12,923,000  $29.68   11,698,000*  11,292,000  $38.31   7,821,000*
Equity compensation plans not approved by security holders**                  
 
 
*These securities may be awarded as stock options, restricted stock or other awards permitted under the Registrant’s equity compensation plan.
 
**Registrant has a Stock Award Program pursuant to which each non-employee director receives $150,000 in value of Registrant’s common stock each year. These awards are made from shares purchased by the Company in the open market. Stockholders did not approve this equity compensation plan.
 
See note 9,Note 8, “Share-Based Compensation,” in the notes to the financial statements for further discussion of the Corporation’s equity compensation plans.


1816


Item 6.  Selected Financial Data
 
A five-year summary of selected financial data follows:follows*:
 
                                        
 2006 2005 2004 2003 2002  2007 2006 2005 2004 2003 
 (Millions of dollars, except per share amounts)  (Millions of dollars, except per share amounts) 
Sales and other operating revenues                                        
Crude oil and natural gas liquids $5,307  $3,219  $2,594  $2,295  $2,702  $6,303  $5,307  $3,219  $2,594  $2,295 
Natural gas (including sales of purchased gas)  6,826   6,423   4,638   4,522   3,077   6,877   6,826   6,423   4,638   4,522 
Petroleum and other energy products  14,411   11,690   8,125   6,250   4,635 
Refined and other energy products  17,063   14,411   11,690   8,125   6,250 
Convenience store sales and other operating revenues  1,523   1,415   1,376   1,244   1,137   1,404   1,523   1,415   1,376   1,244 
                      
Total $28,067  $22,747  $16,733  $14,311  $11,551  $31,647  $28,067  $22,747  $16,733  $14,311 
                      
Income (loss) from continuing operations $1,916(a) $1,242(b) $970(c) $467(d) $(245)(e)
Income from continuing operations $1,832(a) $1,920(b) $1,226(c) $970(d) $467(e)
Discontinued operations   —    —   7   169   27            7   169 
Cumulative effect of change in accounting principle           7                  7 
                      
Net income (loss) $1,916  $1,242  $977  $643  $(218)
Net income $1,832  $1,920  $1,226  $977  $643 
                      
Less preferred stock dividends  44   48   48   5         44   48   48   5 
                      
Net income (loss) applicable to common shareholders $1,872  $1,194  $929  $638  $(218)
Net income applicable to common shareholders $1,832  $1,876  $1,178  $929  $638 
                      
Basic earnings (loss) per share *                    
Basic earnings per share**                    
Continuing operations $6.73  $4.38  $3.43  $1.74  $(.93) $5.86  $6.75  $4.32  $3.43  $1.74 
Net income (loss)  6.73   4.38   3.46   2.40   (.83)
Diluted earnings (loss) per share *                    
Net income  5.86   6.75   4.32   3.46   2.40 
Diluted earnings per share**                    
Continuing operations $6.07  $3.98  $3.17  $1.72  $(.93) $5.74  $6.08  $3.93  $3.17  $1.72 
Net income (loss)  6.07   3.98   3.19   2.37   (.83)
Net income  5.74   6.08   3.93   3.19   2.37 
Total assets $22,404  $19,115  $16,312  $13,983  $13,262  $26,131  $22,442  $19,158  $16,312  $13,983 
Total debt  3,772   3,785   3,835   3,941   4,992   3,980   3,772   3,785   3,835   3,941 
Stockholders’ equity  8,111   6,286   5,597   5,340   4,249   9,774   8,147   6,318   5,597   5,340 
Dividends per share of common stock * $.40  $.40  $.40  $.40  $.40 
Dividends per share of common stock** $.40  $.40  $.40  $.40  $.40 
 
 
*The financial results for 2007, 2006 and 2005 reflect the impact of FASB Staff Position AUG AIR-1,“Accounting for Planned Major Maintenance Activities” which was retrospectively adopted from January 1, 2005. If the Corporation had adopted this standard on January 1, 2003, after-tax net income would have decreased by $8 million in 2004 and increased by $18 million in 2003.
**Per share amounts in all periods reflect the impact of a3-for-1 stock split on May 31, 2006.
 
(a)Includes net after-tax expenses of $75 million primarily relating to asset impairments, estimated production imbalance settlements and a charge for MTBE litigation, partially offset by income from LIFO inventory liquidations and gains from asset sales.
(b)Includes net after-tax income of $173 million primarily from sales of assets, partially offset by income tax adjustments and accrued leased office closing costs.
 
(b)(c)Includes after-tax expenses of $37 million primarily relating to income taxes on repatriated earnings, premiums on bond repurchases and hurricane related expenses, partially offset by gains from asset sales and a LIFO inventory liquidation.
 
(c)(d)Includes net after-tax income of $76 million primarily from sales of assets and income tax adjustments.
 
(d)(e)Includes net after-tax expenses of $25 million, principally from premiums on bond repurchases and accrued severance and leased office closing costs, partially offset by income tax adjustments and asset sales.
(e)Includes net after-tax expenses aggregating $708 million, principally resulting from asset impairments.


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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview
 
The Corporation is a global integrated energy company that operates in two segments, Exploration and Production (E&P) and Marketing and Refining (M&R). The E&P segment explores for, develops, produces, purchases, transports and sells crude oil and natural gas. The M&R segment manufactures, purchases, transports, trades and markets refined petroleum products, natural gas and electricity.
 
Net income in 20062007 was $1,916$1,832 million compared with $1,242$1,920 million in 20052006 and $977$1,226 million in 2004.2005. Diluted earnings per share were $6.07$5.74 in 2007 compared with $6.08 in 2006 compared with $3.98and $3.93 in 2005 and $3.19 in 2004.2005. A table of items affecting comparability between periods is shown on page 21.
 
Exploration and Production
 
The Corporation’s strategy for the E&P segment is to profitably grow reserves and production in a sustainable and financially disciplined manner. At December 31, 2006 and 2005, theThe Corporation’s total proved reserves were 1,243 million and 1,0931,330 million barrels of oil equivalent. The following table summarizes the components ofequivalent (boe) at December 31, 2007 compared with 1,243 million boe at December 31, 2006 and 1,093 million boe at December 31, 2005. Total proved reserves asat year end 2007 increased 87 million boe or 7% from the end of December 31:
                 
  2006  2005 
 
Crude oil and condensate (millions of barrels)                
U.S.   138   17%  124   18%
International  694   83   568   82 
                 
Total  832   100%  692   100%
                 
Natural gas (millions of mcf)                
U.S.   236   10%  282   12%
International  2,230   90   2,124   88 
                 
Total  2,466   100%  2,406   100%
                 
2006.
 
E&P net income was $1,842 million in 2007, $1,763 million in 2006 and $1,058 million in 2005 and $762 million in 2004.2005. The improved results in 2007 as compared to 2006 were primarily driven by higher average crude oil selling prices during the reporting period and lower hedgedincreased crude oil volumes in 2006.and natural gas production. See further discussion in Comparison of Results on page 24.21.
 
Production totaled 359,000averaged 377,000 barrels of oil equivalent per day (boepd) in 2007 compared with 359,000 boepd in 2006 and 335,000 boepd in 2005 and 342,0002005. Production in 2007 increased 18,000 boepd in 2004. The Corporation estimates that production will be approximately 370,000 boepd to 380,000 boepd in 2007.
Duringor 5% from 2006 reflecting the Corporation commenced production from four new fieldfollowing developments:
 
• The Okume Complex in Equatorial Guinea (Hess 85%), which commenced production in December 2006, exhibited strong reservoir performance and facilities uptime during the year. In January 2008, production reached design capacity of 60,000 boepd, gross (approximately 40,000 boepd, net).
• The Ujung Pangkah Field (Hess 75%) in Indonesia commenced natural gas production in April 2007. The Corporation’s net share of production from the field ramped up to an average of 69,000 mcf per day in the fourth quarter of 2007.
 • The Atlantic (Hess 25%) and Cromarty (Hess 90%) natural gas fields in the United Kingdom North Sea, which came onstream in June 2006, contributed to the Corporation’s year-over-year production growth. Production from the Cromarty Field was shut in during the summer when natural gas prices were seasonally lower and producedthen full production re-commenced in October at a combined net rate of approximately 95,000 mcf per day in the second half of the year.higher prices.
 
 • The Okume Complex developmentCorporation benefited from a full year of natural gas production from Sinphuhorm (Hess 85%35%) in Equatorial Guinealocated onshore Thailand, which commenced production in December. Additional development activities are planned throughout 2007. The Corporation estimates that its net sharethe fourth quarter of 20072006, and from production will average approximately 20,000 boepd.growth in Azerbaijan and Russia.
 
 • FirstThe Snohvit Field located offshore Norway (Hess 3.26%) commenced natural gas production fromin September 2007 and the Phu Horm onshore gas projectGenghis Khan Field in the Gulf of Mexico (Hess 35%28%) started crude oil production in Thailand commenced in November. The Corporation estimates that its net share of 2007 production will average approximately 30,000 mcf per day.
• Phase 2 production from the ACG fields (Hess 2.7%) in Azerbaijan also commenced during 2006.October 2007.
 
TheIn 2008, the Corporation has several additionalexpects total worldwide production of approximately 380,000 boepd to 390,000 boepd.
During the year, the Corporation progressed development projects that will also increaseadd to its production in the future:future years:
 
 • DevelopmentThe expansion of offshore facilities and installation of wellhead platforms was completed in the fourth quarter at BlockA-18 of the Shenzi fieldJoint Development Area of Malaysia and Thailand (JDA) (Hess 28%50%) in the deepwater Gulf of Mexico was sanctioned and first. Full Phase 2 production is anticipatedexpected in the second half of 2009.2008.


2018


 
 • The Genghis Khan fieldShenzi development (Hess 28%) was acquired byin the Shenzi partners in February 2007. The field is partdeepwater Gulf of Mexico progressed with the same geologic structure as the Shenzi developmentinstallation of tension leg platform tendon piles and firsthull fabrication. First production is anticipated in the second half of 2007.
• The Ujung Pangkah field (Hess 75%) in Indonesia is scheduledexpected to commence production of natural gas by mid 2007 under an existing gas sales agreement for 440 million mcf (gross) over a 20 year period with an expected plateau rate of 100,000 mcf per day (gross). The Corporation’s plans for Ujung Pangkah in 2007 also include drilling additional development wells and the commencement of a crude oil development project.
• Capital investments in the JDA (Hess 50%) will be made during 2007 which will be primarily focused on facilities expansion and development drilling associated with the anticipated commencement of additional contracted gas sales of 400,000 mcf per day (gross) in 2008. It is anticipated that production associated with these additional gas sales will begin ramping up in the fourth quarter of 2007.mid-2009.
 
 • Development of the residual oil zone at the Seminole - SanSeminole-San Andres Unit (Hess 34.3%) in the Permian Basin commenced and is advancing as planned. Production is expected to start up in 2009.
• Development of the Ujung Pangkah crude oil project commenced and facilities engineering and construction continue on schedule. Production from this Phase 2 oil project is expected to commence in 2007 and production is anticipated to begin2009.
• The Jambi Merang natural gas project (Hess 25%) in 2009.Indonesia was sanctioned during the year.
 
During 2006,2007, the Corporation’s exploration program had several successes, particularly in the deepwater Gulf of Mexico:activities included:
 
 • AnThe Corporation gained access to new exploration wellacreage including two offshore blocks on the Corporation’sAustralian Northwest Shelf, licenses WA-390-P (Hess 100%) and nearby WA-404-P (Hess 50%) with total gross acreage of approximately 1.5 million acres. Additionally, more than 125,000 net undeveloped acres were added in the Bakken trend of North Dakota.
• On the Pony prospect on Green Canyon Block 468 (Hess 100%) in the deepwater Gulf of Mexico encountered 475 feet of oil saturated sandstone in Miocene age reservoirs. Drilling of an appraisala sidetrack from the original discovery well on the Pony Prospect was successfully completed in January 2007 which encountered 280 feet of oil saturated sandstone in Miocene age reservoirs after penetrating 60% of its geological objective. Drillingthe first quarter and a second appraisal well is being drilled about 1.5 miles northwest of the sidetrack well was stopped for mechanical reasons after successfully recovering 450 feet of conventional core. The Corporation is currently drilling an appraisal well about 7,400 feet northwest of theoriginal discovery well.
 
 • OnAt the Tubular Bells prospectdiscovery (Hess 20%) in theon Mississippi Canyon area ofBlock 682 in the deepwater Gulf of Mexico a successful sidetrack well was completed during the first quarter of 2007 and a further appraisal well encountered hydrocarbons approximately 5 miles from the initial discovery well. The operator intends to drill two sidetrack wellswas spud in 2007 which will further delineate the field.October 2007.
 
In addition, during 2006,During 2007, the Corporation madecompleted the following acquisitionsacquisition and also disposed of several producing properties:divestiture transactions:
 
 • In January 2006,February 2007, the Corporation completed the acquisition of a 28% interest in conjunction with its Oasis Group partners, re-entered its formerthe Genghis Khan oil and gas production operationsdevelopment located in the Waha concessions (Hess 8.16%) in Libya. The re-entry terms include a25-year extensiondeepwater Gulf of Mexico on Green Canyon Blocks 652 and 608, which is part of the concessions and payments bysame geological structure as the Corporation to the Libyan National Oil Corporation of $359 million. The Corporation’s net share of 2006 production from Libya averaged 23,000 barrels of oil per day.Shenzi development.
 
 • The Corporation acquired a 55% working interestIn the second quarter, interests in the deepwater section of the West Mediterranean Block 1 Concession (the West Med Block)Scott-Telford fields located offshore United Kingdom were sold for $93 million resulting in Egypt for $413 million. The Corporation has a25-year development lease for the West Med Block, which contains four existing natural gas discoveries and additional exploration opportunities.
• During 2006, the Corporation completed the sale of its interests in certain producing properties in the Permian Basin in Texas and New Mexico and certain U.S. Gulf Coast oil and gas producing assets. These asset sales generated total proceeds of $444 million after closing adjustments and an aggregate after-tax gain of $236$15 million ($36921 million before income taxes). Total netThe Corporation’s share of production from assets soldthe Scott-Telford fields was approximately 8,0006,500 boepd at the time of sale.
 
Marketing and Refining
 
The Corporation’s strategy for the M&R segment is to deliver consistent financialoperating performance and generate free cash flow. M&R net income was $390$300 million in 2007, $394 million in 2006 $515and $499 million in 2005 and $451 million in 2004. Total Marketing and Refining earnings decreased in 2006 due to lower margins on refined product sales. Refining


21


operations contributed net income of $236 million in 2006, $346 million in 2005 and $302 million in 2004.2005. Profitability in 2007 and 2006 was adversely affected by lower refined productaverage margins.
Refining facilities at the HOVENSA joint venture and at Port Reading performed reliablyoperations contributed net income of $193 million in 2007, $240 million in 2006 with the exception of 22 days of unplanned downtime at HOVENSA earlyand $330 million in the year.2005. The Corporation received cash distributions from HOVENSA, a 50% owned refining joint venture with a subsidiary of Petroleos de Venezuela S.A. (PDVSA), totaling $300 million in 2007, $400 million in 2006 and $275 million in 2005.
Gross crude runs at HOVENSA averaged 454,000 barrels per day in 2007 compared with 448,000 barrels per day in 2006 and 461,000 barrels per day in 2005. In 2006,2007, HOVENSA successfully completed the Corporation’sfirst turnaround of its delayed coking unit. The Port Reading facility completed its $72 million program for complying with low-sulfur gasoline requirements. Capital expenditures to comply with low-sulfur gasolinerefinery operated at an average of 61,000 barrels per day in 2007 versus 63,000 barrels per day in 2006 and diesel fuel requirements at HOVENSA are estimated to be approximately $420 million, of which $360 million has been incurred through the end of 2006 with the remainder to be spent55,000 barrels per day in 2007.
2005. Marketing earnings were $83 million in 2007, $108 million in 2006 and $136 million in 2005 and $112 million2005. Total refined product sales volumes averaged 451,000 barrels per day in 2004. During2007 compared with 459,000 barrels per day in 2006 and 2005, the Corporation selectively expanded its energy marketing business by acquiring natural gas and electricity customer accounts.456,000 barrels per day in 2005.
 
Liquidity and Capital and Exploratory Expenditures
 
Net cash provided by operating activities was $3,507 million in 2007, $3,491 million in 2006 compared withand $1,840 million in 2005.2005, principally reflecting increasing earnings. At December 31, 2006,2007, cash and cash equivalents totaled $383$607 million compared with $315$383 million at December 31, 2005.2006. Total debt was


19


$3,980 million at December 31, 2007 compared with $3,772 million at December 31, 2006 compared with $3,785 million at December 31, 2005.2006. The Corporation’s debt to capitalization ratio at December 31, 20062007 was 31.7%28.9% compared with 37.6%31.6% at the end of 2005.2006. The Corporation has debt maturities of $27$62 million in 20072008 and $28$143 million in 2008.2009.
 
Capital and exploratory expenditures were as follows for the years ended December 31:
 
         
  2006  2005 
  (Millions of dollars) 
 
Exploration and Production        
United States $908  $353 
International  2,979   2,031 
         
Total Exploration and Production  3,887   2,384 
Marketing, Refining and Corporate  169   106 
         
Total Capital and Exploratory Expenditures $4,056  $2,490 
         
Exploration expenses charged to income included above:        
United States $110  $89 
International  102   60 
         
  $212  $149 
         
         
  2007  2006 
  (Millions of dollars) 
 
Exploration and Production        
United States $1,603  $908 
International  2,183   2,979 
         
Total Exploration and Production  3,786   3,887 
Marketing, Refining and Corporate  140   169 
         
Total Capital and Exploratory Expenditures $3,926  $4,056 
         
Exploration expenses charged to income included above:        
United States $192  $110 
International  156   102 
         
Total exploration expenses charged to income included above $348  $212 
         
 
The Corporation anticipates $4.0$4.4 billion in capital and exploratory expenditures in 2007,2008, of which $3.9$4.3 billion relates to E&P operations. These expenditures include $371 million for the acquisition of a 28% interest in the Genghis Khan development in the deepwater Gulf of Mexico.


22


 
Consolidated Results of Operations
 
The after-tax results by major operating activity are summarized below:
 
            
             2007 2006 2005 
 2006 2005 2004  (Millions of dollars,
 
 (Millions of dollars, except per share data)  except per share data) 
Exploration and Production $1,763  $1,058  $755  $1,842  $1,763  $1,058 
Marketing and Refining  390   515   451   300   394   499 
Corporate  (110)  (191)  (85)  (150)  (110)  (191)
Interest expense  (127)  (140)  (151)  (160)  (127)  (140)
              
Income from continuing operations  1,916   1,242   970 
Discontinued operations   —    —   7 
       
Net income $1,916  $1,242  $977  $1,832  $1,920  $1,226 
              
Income per share from continuing operations — diluted* $6.07  $3.98  $3.17 
Net income per share — diluted $5.74  $6.08  $3.93 
              
Net income per share — diluted* $6.07  $3.98  $3.19 
       
*Per share amounts in all periods reflect the impact of a3-for-1 stock split on May 31, 2006.
 
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.


20


The following items of income (expense), on an after-tax basis, are included in net income:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Exploration and Production                        
Gains from asset sales $236  $41  $54  $15  $236  $41 
Asset impairments  (56)      
Estimated production imbalance settlements  (33)      
Income tax adjustments  (45)  11   19      (45)  11 
Accrued office closing costs  (18)   —   (9)     (18)   
Hurricane related costs     (26)           (26)
Legal settlement     11            11 
Marketing and Refining                        
LIFO inventory liquidation     32   12 
LIFO inventory liquidations  24      32 
Charge related to customer bankruptcy     (8)           (8)
Corporate                        
Estimated MTBE litigation  (25)      
Tax on repatriated earnings     (72)           (72)
Premiums on bond repurchases     (26)           (26)
Income tax adjustments      —   13 
Insurance accrual      —   (13)
              
 $173  $(37) $76  $(75) $173  $(37)
              
 
The items in the table above are explained, and the pre-tax amounts are shown, on pages 2624 through 29.27.


23


 
Comparison of Results
 
Exploration and Production
 
Following is a summarized income statement of the Corporation’s Exploration and Production operations:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Sales and other operating revenues $6,524  $4,210  $3,416 
Non-operating income  428   94   90 
Sales and other operating revenues* $7,498  $6,524  $4,210 
Other income  65   428   94 
              
Total revenues  6,952   4,304   3,506   7,563   6,952   4,304 
              
Costs and expenses                        
Production expenses, including related taxes  1,250   1,007   825   1,581   1,250   1,007 
Exploration expenses, including dry holes and lease impairment  552   397   287   515   552   397 
General, administrative and other expenses  209   140   150   257   209   140 
Depreciation, depletion and amortization  1,159   965   918   1,503   1,159   965 
              
Total costs and expenses  3,170   2,509   2,180   3,856   3,170   2,509 
              
Results of operations from continuing operations before income taxes  3,782   1,795   1,326   3,707   3,782   1,795 
Provision for income taxes  2,019   737   571   1,865   2,019   737 
              
Results from continuing operations  1,763   1,058   755 
Discontinued operations   —    —   7 
       
Results of operations $1,763  $1,058  $762  $1,842  $1,763  $1,058 
              
*Amounts differ from E&P operating revenues in Note 16 “ Segment Information” primarily due to the exclusion of sales of hydrocarbons purchased from third parties.


21


 
After considering the Exploration and Production items in the table on page 23,21, the remaining changes in Exploration and Production earnings are primarily attributable to changes in selling prices, production volumes, operating costs, exploration expenses and income taxes, as discussed below.
 
Selling prices:  Higher average selling prices, primarily crude oil, increased Exploration and Production revenues by approximately $740 million in 2007 compared with 2006. In 2006, the increase in average crude oil selling prices and reduced hedge positions increased Exploration and Production revenues by approximately $1,900 million in 2006 compared with 2005. In 2005, the change in average selling prices increased revenues by approximately $870 million compared with 2004.
 
The Corporation’s average selling prices were as follows:
 
             
  2006  2005  2004 
 
Crude oil-per barrel (including hedging)            
United States $60.45  $32.64  $27.42 
Europe  56.19   33.13   26.18 
Africa  51.18   32.10   26.35 
Asia and other  61.52   54.71   38.36 
Worldwide  55.31   33.38   26.70 
Crude oil-per barrel (excluding hedging)            
United States $60.45  $51.16  $38.56 
Europe  58.46   52.22   37.57 
Africa  62.80   51.70   37.07 
Asia and other  61.52   54.71   38.36 
Worldwide  60.41   51.94   37.64 


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  2007  2006  2005 
 
Crude oil-per barrel (including hedging)            
United States $69.23  $60.45  $32.64 
Europe  60.99   56.19   33.13 
Africa  62.04   51.18   32.10 
Asia and other  72.17   61.52   54.71 
Worldwide  63.44   55.31   33.38 
Crude oil-per barrel (excluding hedging)            
United States $69.23  $60.45  $51.16 
Europe  60.99   58.46   52.22 
Africa  71.71   62.80   51.70 
Asia and other  72.17   61.52   54.71 
Worldwide  67.79   60.41   51.94 
Natural gas liquids-per barrel            
United States $51.89  $46.22  $38.50 
Europe  57.20   47.30   37.13 
Worldwide  53.72   46.59   38.08 
Natural gas-per mcf            
United States $6.67  $6.59  $7.93 
Europe  6.13   6.20   5.29 
Asia and other  4.71   4.05   4.02 
Worldwide  5.60   5.50   5.65 


             
  2006  2005  2004 
 
Natural gas liquids-per barrel            
United States $46.22  $38.50  $29.50 
Europe  47.30   37.13   27.44 
Worldwide  46.59   38.08   28.81 
Natural gas-per mcf            
United States $6.59  $7.93  $5.18 
Europe  6.20   5.29   3.96 
Asia and other  4.05   4.02   3.90 
Worldwide  5.50   5.65   4.31 
 
The after-tax impacts of hedging reduced earnings by $244 million ($399 million before income taxes) in 2007, $285 million ($449 million before income taxes) in 2006 and $989 million ($1,582 million before income taxes) in 2005 and $583 million ($935 million before income taxes) in 2004.2005.
 
Production and sales volumes:  The Corporation’s crude oil and natural gas production was 377,000 boepd in 2007 compared with 359,000 boepd in 2006 and 335,000 boepd in 2005 and 342,000 boepd in 2004.2005. The Corporation anticipates that its 20072008 production will average between 370,000380,000 and 380,000390,000 boepd.


22


The Corporation’s net daily worldwide production was as follows:
 
             
  2006  2005  2004 
 
Crude oil (thousands of barrels per day)            
United States  36   44   44 
Europe  109   110   119 
Africa  85   67   61 
Asia and other  12   7   4 
             
Total  242   228   228 
             
Natural gas liquids (thousands of barrels per day)            
United States  10   12   12 
Europe  5   4   6 
             
Total  15   16   18 
             
Natural gas (thousands of mcf per day)            
United States  110   137   171 
Europe  283   274   319 
Asia and other  219   133   85 
             
Total  612   544   575 
             
Barrels of oil equivalent* (thousands of barrels per day)  359   335   342 
             
             
  2007  2006  2005 
 
Crude oil (thousands of barrels per day)            
United States  31   36   44 
Europe  93   109   110 
Africa  115   85   67 
Asia and other  21   12   7 
             
Total  260   242   228 
             
Natural gas liquids (thousands of barrels per day)            
United States  10   10   12 
Europe  5   5   4 
             
Total  15   15   16 
             
Natural gas (thousands of mcf per day)            
United States  88   110   137 
Europe  259   283   274 
Asia and other  266   219   133 
             
Total  613   612   544 
             
Barrels of oil equivalent* (thousands of barrels per day)  377   359   335 
             
 
 
*Reflects natural gas production converted on the basis of relative energy content (six mcf equals one barrel).
 
United States:Crude oil and natural gas production was lower in 2007 compared with 2006 and 2005, principally due to natural decline and asset sales.
Europe:  Crude oil production in 2007 was lower than in 2006, reflecting natural decline, facilities work on three North Sea fields, and the sale of the Corporation’s interests in the Scott and Telford fields in the United StatesKingdom. These decreases were partially offset by increased production in Russia. Decreased natural gas production in 2007 compared with 2006 was lower in 2006principally due to asset saleslower nominations related to the shut-down of a non-operated pipeline in the North Sea and natural decline.decline, partially offset by higher production from the Atlantic and Cromarty natural gas fields in the United Kingdom which commenced in June 2006. Production in Europe was comparable in 2006 and 2005, reflecting increased production from Russia and new production from the Atlantic and Cromarty natural gas fields, in the United Kingdom, which offset lower production due to maintenance and natural decline. Increased crude
Africa:  Crude oil production increased in Africa2007 compared with 2006 primarily due to thestart-up of the Okume Complex in Equatorial Guinea in December 2006. Production in 2006 was primarilyhigher than 2005 levels, principally due to production from Libya.Libya, which the Corporation re-entered in January 2006.
Asia and other:  Crude oil production increased in 2007 versus 2006, reflecting a combination of an increased entitlement and higher production in Azerbaijan. Higher natural gas production in 2007 compared with 2006 was principally due to new production from the Sinphuhorm onshore gas project in Thailand which commenced in November 2006 and new production from the Ujung Pangkah Field in Indonesia which commenced in April 2007. These increases were partially offset by the planned shut-down of the JDA to install facilities required for Phase 2 gas sales. Natural gas production in Asia was higher in 2006 compared with 2005 due to increased production from the JDA.

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Sales volumes:Higher sales volumes increased revenue by approximately $240 million in 2007 compared with 2006 and $400 million in 2006 compared with 2005. Decreased sales volumes resulted in lower revenue of approximately $80 million in 2005 compared with 2004.
 
Operating costs and depreciation, depletion and amortization:Cash operating costs, consisting of production expenses and general and administrative expenses, increased by $409 million in 2007 and $322 million in 2006 and $147 million in 2005 compared with the corresponding amounts in prior years excluding(excluding the charges for


23


vacated leased office space and hurricane related costs discussed below. Production expenses increased in 2006). The increases in 2007 and 2006 and 2005, principally reflectingwere primarily due to higher maintenance expenses,production volumes, increased costs of services and materials, and fuel and higher production taxes resulting from higher oil prices. Production expenses also increased in 2006 due to the re-entry into Libyaemployee costs and continued expansion of operations in Russia and the JDA. Depreciation, depletion and amortization charges were higher in 2006, principally reflecting increased production volumes and higher per barrel rates, due to new production from the Atlantic and Cromarty fields and higher asset retirement obligations. Depreciation, depletion and amortization charges were higher in 2005 versus 2004, principally due to higher per barrel rates.
taxes. Cash operating costs per barrel of oil equivalent were $13.36 in 2007, $10.92 in 2006 and $9.07 in 2005 and $7.67 in 2004.2005. Cash operating costs for 2007in 2008 are estimated to be in the range of $12.00$14.00 to $13.00$15.00 per barrel reflecting industry-wide costof oil equivalent.
Excluding the pre-tax amount of the 2007 asset impairments, depreciation, depletion and amortization charges increased by $232 million and $194 million in 2007 and 2006, respectively. The increases were primarily due to higher production volumes and the timing of achieving peak production from new fields.per barrel costs. Depreciation, depletion and amortization costs per barrel of oil equivalent were $10.11 in 2007, $8.85 in 2006 and $7.88 in 2005 and $7.34 in 2004.2005. Depreciation, depletion and relatedamortization costs for 20072008 are expected to be in the range of $10.00$12.50 to $11.00$13.50 per barrel. The anticipated increase is due to new fields, including the Okume Complex, which has allocated acquisition cost in its depreciable base.
 
Exploration expenses:  Exploration expenses were lower in 2007 compared with 2006, primarily reflecting lower dry hole costs, partially offset by increased costs related to seismic studies. Exploration expenses were higher in 2006 primarilycompared with 2005, principally reflecting higher dry hole costs. Exploration expenses were higher in 2005 compared with 2004 as a result of increased drilling and seismic activity.
 
Income Taxes:taxes:  The effective income tax rate for Exploration and Production operations was 50% in 2007, 53% in 2006 and 41% in 2005 and 43% in 2004.2005. After considering the items in the table below, the effective income tax rates were 50% in 2007, 54% in 2006 and 42% in 2005 and 46% in 2004.2005. The increase in the 2006 effective income tax rate was primarilyincreased beginning in 2006 due to taxes on Libyan operationsthe Corporation’s re-entry into Libya and the increase in the supplementary tax on petroleum operations in the United Kingdom from 10% to 20%. During 2006, the Algerian government amended its hydrocarbon tax laws effective August 1, 2006 and the Corporation recorded a net charge of $6 million for the estimated impact of the tax. The effective income tax rate for E&P operations in 20072008 is expected to be in the range of 52%47% to 56%51%.
 
Other:  After-taxThe after-tax foreign currency gains wereloss was $7 million in 2007, compared with a gain of $10 million ($21 million before income taxes) in 2006 and $20 million ($3 million loss before income taxes) in 2005, and $6 million ($29 million before income taxes) in 2004.2005.
 
Reported Exploration and Production earnings include the following items of income (expense) before and after income taxes:
 
                                                
 Before Income Taxes After Income Taxes  Before Income Taxes After Income Taxes 
 2006 2005 2004 2006 2005 2004  2007 2006 2005 2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Gains from asset sales $ 369  $48  $55  $ 236  $41  $ 54  $21  $369  $48  $15  $236  $41 
Asset impairments  (112)        (56)      
Estimated production imbalance settlements  (64)        (33)      
Income tax adjustments   —         (45)  11   19               (45)  11 
Accrued office closing costs  (30)   —   (15)  (18)   —   (9)     (30)        (18)   
Hurricane related costs   —   (40)      —   (26)           (40)        (26)
Legal settlement   —   19       —   11            19         11 
                          
 $339  $27  $40  $173  $37  $64  $(155) $339  $27  $(74) $173  $37 
                          
 
2007:  The gain from asset sales relates to the sale of the Corporation’s interests in the Scott and Telford fields located in the United Kingdom North Sea. The charge for asset impairments relates to two mature fields in the United Kingdom North Sea. The pre-tax amount of this charge is reflected in depreciation, depletion and amortization. The estimated production imbalance settlements represent a charge for adjustments to prior meter readings at two offshore fields, which are recorded as a reduction of sales and other operating revenues.
2006:The gains from asset sales relate to the sale of certain United States oil and gas producing properties located in the Permian Basin in Texas and New Mexico and onshore Gulf Coast. The accrued office closing cost relates to vacated leased office space in the United Kingdom. The related expenses are reflected principally in general and administrative expenses. The income tax adjustment represents a one-time adjustment to the Corporation’s deferred tax liability resulting from an increase in the supplementary tax on petroleum operations in the United Kingdom from 10% to 20%.


26


 
2005:The gains from asset sales represent the disposal of non-producing properties in the United Kingdom and the exchange of a mature North Sea asset for an increased interest in the Ujung Pangkah developmentField in Indonesia. The Corporation incurredrecorded incremental production expenses in 2005, principally repair costs and higher insurance


24


premiums, as a result of hurricane damage in the Gulf of Mexico that are included in production expenses in the income statement.Mexico. The income tax adjustment reflects the effect on deferred income taxes of a reduction in the income tax rate in Denmark and a tax settlement in the United Kingdom. The legal settlement reflects the favorable resolution of contingencies on a prior year asset sale, which is reflectedrecorded in non-operatingother income in the income statement.
2004:  The Corporation recognized gains from the sales of an office building in Scotland, a non-producing property in Malaysia and two mature Gulf of Mexico properties. It also recorded foreign income tax benefits resulting from a change in tax law and a tax settlement. The Corporation recorded an after-tax charge for vacated leased office space in the United Kingdom and severance costs, which is reflected in general and administrative expenses in the income statement.
 
The Corporation’s 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 $390$300 million in 2007, $394 million in 2006 $515and $499 million in 2005 and $451 million in 2004.2005. After considering the Marketing and Refining items in the table on page 23,21, the earnings amounted to $390$276 million in 2007, $394 million in 2006 $491and $475 million in 2005 and $439 million in 2004 and are discussed in the paragraphs below. The Corporation’s downstream operations include its 50% interest in HOVENSA, a 50% owned refining joint venture with a subsidiary of Petroleos de Venezuela S.A. (PDVSA) thatwhich is accounted for using the equity method. 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 Corporation’s share of HOVENSA’s results, Port Reading earnings, interest income on a note receivable from PDVSA and results of other miscellaneous itemsoperating activities were $236$193 million in 2007, $240 million in 2006 $346and $330 million in 2005 and $302 million in 2004.2005.
 
The Corporation’s share of HOVENSA’s net income was $125$108 million ($203176 million before income taxes) in 2007, $124 million ($201 million before income taxes) in 2006 and $231$227 million ($376370 million before income taxes) in 2005 and $216 million ($244 million before income taxes) in 2004.2005. The lower earnings in 2007 and 2006 compared to the respective prior years were principally due to lower refined productrefining margins. Refined product marginsDuring 2007, the coker unit at HOVENSA was shutdown for approximately 30 days for a scheduled turnaround. Certain related processing units were higheralso included in 2005 compared with 2004. In 2006 and 2005, the Corporation provided income taxes at the Virgin Islands statutory rate of 38.5% on HOVENSA’s income and the interest income on the note receivable from PDVSA. In 2004, income taxes on HOVENSA’s earnings were partially offset by available loss carryforwards.this turnaround. In 2006, the fluid catalytic cracking unit at HOVENSA was shutdown for approximately 22 days of unscheduled maintenance. During 2005, a crude unit and the fluid catalytic cracking unit at HOVENSA were each shutdown for approximately 30 days of scheduled maintenance. Cash distributions from HOVENSA were $300 million in 2007, $400 million in 2006 and $275 million in 2005 and $88 million in 2004.2005.
 
Pre-tax interest income on the PDVSA note was $9 million, $15 million and $20 million in 2007, 2006 and $25 million in 2006, 2005, and 2004, respectively. Interest income is reflected in non-operatingother income in the income statement. At December 31, 2006,2007, the remaining balance of the PDVSA note was $137$76 million, which is scheduled to be fully repaid by February 2009.
 
Port Reading’s after-tax earnings were $99$75 million in 2007, $104 million in 2006 $100and $88 million in 2005 and $60 million2005. Refined product margins were lower in 2004.2007 compared with 2006. Higher refined product sales volumes were offset by lower margins in 2006 compared with 2005. Refined product margins were higher in 2005 compared with 2004. In 2005, the Port Reading facility was shutdown for 36 days of planned maintenance.


27


 
The following table summarizes refinery utilization rates:
 
                                
 Refinery
 Refinery Utilization  Refinery
 Refinery Utilization 
 Capacity 2006 2005 2004  Capacity 2007 2006 2005 
 (Thousands of
        (Thousands of
       
 barrels per day)        barrels per day)       
HOVENSA                                
Crude  500   89.7%   92.2%   96.7%   500   90.8%   89.7%   92.2% 
Fluid catalytic cracker  150   84.3%   81.9%   92.9%   150   87.1%   84.3%   81.9% 
Coker  58   84.3%   92.8%   94.5%   58   83.4%   84.3%   92.8% 
Port Reading  65   97.4%   85.3%   83.4%   65   93.2%   97.4%   85.3% 
 
Marketing:  Marketing operations, which consist principally of retail gasoline and energy marketing activities, generated income of $59 million in 2007, $108 million in 2006 and $112 million in 2005, and $100 million in 2004, excluding the income from liquidationliquidations of LIFO inventories and the charge related to a customer bankruptcy described below. on page 26.


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The decreasedecreases in 2007 and 2006 primarily reflectsreflect lower margins on refined product sales. The increase in 2005 was primarily due to higher margins and increased sales volumes compared with 2004. Total refined product sales volumes were 451,000 barrels per day in 2007, 459,000 barrels per day in 2006 and 456,000 barrels per day in 20052005. Total energy marketing natural gas sales volumes, including utility and 428,000 barrelsspot sales, were approximately 1.9 million mcf per day in 2004.2007, 1.8 million mcf per day in 2006 and 1.7 million mcf per day in 2005. In addition, energy marketing sold electricity volumes at the rate of 2,800, 1,400 and 500 megawatts (round the clock) in 2007, 2006 and 2005, respectively.
 
The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and energy derivatives. The Corporation also takes trading positions for its own account. The Corporation’s after-tax results from trading activities, including its share of the earnings of the trading partnership, amounted to income of $24 million in 2007, $46 million in 2006 and $33 million in 2005 and $37 million in 2004. Before income taxes, the trading income amounted to $83 million in 2006, $60 million in 2005 and $72 million in 2004 and is included in operating revenues in the income statement.2005.
 
Marketing expenses were comparable in 2007 and 2006, but increased in 2006 compared with 2005, due to higher expenses resulting from an increased number of retail convenience stores, growth in energy marketing operations and higherincreased utility and compensation related costs.
 
Reported Marketing and Refining earnings include the following items of income (expense) before and after income taxes:
 
                                                
 Before Income Taxes After Income Taxes  Before Income Taxes After Income Taxes 
 2006 2005 2004 2006 2005 2004  2007 2006 2005 2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
LIFO inventory liquidation $  $51  $20  $  $32  $12 
LIFO inventory liquidations $  38  $  —  $  51  $  24  $  —  $  32 
Charge related to customer bankruptcy     (13)        (8)           (13)        (8)
                          
 $  $38  $20  $  $24  $12  $38  $  $38  $24  $  $24 
                          
 
In 20052007 and 2004,2005, Marketing and Refining earnings include income from the liquidation of prior year LIFO inventories. In 2005, Marketing and Refining earnings also include a charge resulting from the bankruptcy of a customer in the utility industry, which is included in marketing expenses.
 
The Corporation’s 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.


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Corporate
 
The following table summarizes corporate expenses:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Corporate expenses (excluding the items listed below) $156  $119  $116  $187  $156  $119 
Income taxes (benefits) on the above  (46)  (26)  (31)  (62)  (46)  (26)
              
  110   93   85   125   110   93 
Items affecting comparability between periods, after tax                        
Estimated MTBE litigation  25       
Tax on repatriated earnings     72            72 
Premiums on bond repurchases     26            26 
Income tax adjustments      —   (13)
Insurance accrual      —   13 
              
Net corporate expenses $110  $191  $85  $150  $110  $191 
              
 
Excluding the items affecting comparability between periods, the increase in corporate expenses in 2007 compared with 2006 primarily reflects higher employee related costs, including stock-based compensation. The increase in corporate expenses in 2006 compared towith 2005 primarilyprincipally reflects the expensing of stock options


26


commencing January 1, 2006 and increases in insurance costs. Recurring after-tax corporate expenses in 20072008 are estimated to be in the range of $115$130 to $125$140 million.
 
In 2007, Corporate expenses include a charge of $25 million ($40 million before income taxes) related to MTBE litigation. The pre-tax amount of this charge is recorded in general and administrative expenses. In 2005, the American Jobs Creation Act provided for a one-time reduction in the income tax rate to 5.25% on the remittance of eligible dividends from foreign subsidiaries to a United States parent. The Corporation repatriated $1.9 billion of previously unremitted foreign earnings resulting in the recognition of an income tax provision of $72 million. The pre-tax amount of bond repurchase premiums in 2005 was $39 million, and is reflectedwhich was recorded in non-operatingother income in the income statement. The pre-tax amount of the 2004 corporate insurance accrual was $20 million and is reflected in non-operating income.
 
Interest
 
After-tax interest expense was as follows:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Total interest incurred $301  $304  $295  $306  $301  $304 
Less capitalized interest  100   80   54   50   100   80 
              
Interest expense before income taxes  201   224   241   256   201   224 
Less income taxes  74   84   90   96   74   84 
              
After-tax interest expense $127  $140  $151  $160  $127  $140 
              
 
The decrease in capitalized interest in 2007 reflects the completion of several development projects in 2007 and the latter portion of 2006. After-tax interest expense in 20072008 is expected to be in the range of $170$165 to $180$175 million, principally reflecting an anticipated decrease inlower capitalized interest due to the achievement of first production from several development projects.interest.
 
Sales and Other Operating Revenues
 
Sales and other operating revenues totaled $28,067$31,647 million in 2007, an increase of 13% compared with 2006. The increase reflects higher selling prices and sales volumes of crude oil, higher refined product selling prices and increased sales volumes in electricity. In 2006, sales and other operating revenues totaled $28,067 million, an increase of 23% compared with 2005. The increase reflects higher selling prices of crude oil, higher sales volumes and reduced crude oil hedge positions in Exploration and Production activities and higher selling prices and sales volumes in marketing activities. In 2005, sales and other operating revenues totaled $22,747 million, an increase of 36% compared with 2004. This increase principally reflects higher selling prices of crude oil and natural gas in Exploration and Production and higher


29


selling prices and sales volumes in marketing activities. The change in cost of goods sold in each year principally reflects the change in sales volumes and prices of refined products and purchased natural gas.gas and electricity.
 
Liquidity and Capital Resources
 
The following table sets forth certain relevant measures of the Corporation’s liquidity and capital resources as of December 31:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Cash and cash equivalents $383  $315  $607  $383 
Current portion of long-term debt $27  $26  $62  $27 
Total debt $3,772  $3,785  $3,980  $3,772 
Stockholders’ equity $8,111  $6,286  $9,774  $8,147 
Debt to capitalization ratio*  31.7%  37.6%  28.9%  31.6%
 
 
*Total debt as a percentage of the sum of total debt plus stockholders’ equity.


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Cash Flows
 
The following table sets forth a summary of the Corporation’s cash flows:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Net cash provided by (used in):                        
Operating activities $3,491  $1,840  $1,903  $3,507  $3,491  $1,840 
Investing activities  (3,289)  (2,255)  (1,371)  (3,474)  (3,289)  (2,255)
Financing activities  (134)  (147)  (173)  191   (134)  (147)
              
Net increase (decrease) in cash and cash equivalents $68  $(562) $359  $224  $68  $(562)
              
 
Operating Activities:  In 2006, netNet cash provided by operating activities, including changes in operating assets and liabilities, was comparable in 2007 and 2006. Net cash provided by operating activities increased to $3,491 million an increase of $1,651in 2006 from $1,840 million fromin 2005, principally reflecting higher earnings, changes in working capital accounts and increased distributions from HOVENSA. Net cash provided by operating activities was $1,840 million in 2005 compared with $1,903 million in 2004. The change was due to higher earnings in 2005, offset by a decrease from changes in operating assets and liabilities, principally working capital, of $408 million. The Corporation received cash distributions from HOVENSA of $300 million in 2007, $400 million in 2006 and $275 million in 2005 and $88 million in 2004.2005.
 
Investing Activities:  The following table summarizes the Corporation’s capital expenditures:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Exploration and Production                        
Exploration $590  $229  $168  $371  $590  $229 
Production and development  2,164   1,598   1,204   2,605   2,164   1,598 
Acquisitions (including leasehold)  921   408   62 
Acquisitions (including leaseholds)  462   921   408 
              
  3,675   2,235   1,434   3,438   3,675   2,235 
Marketing, Refining and Corporate  169   106   87   140   169   106 
              
Total $3,844  $2,341  $1,521  $3,578  $3,844  $2,341 
              
 
Capital expenditures in 2007 include the acquisition of a 28% interest in the Genghis Khan Field in the deepwater Gulf of Mexico for $371 million. In 2006, includecapital expenditures included payments of $359 million to acquirere-enter the Corporation’s 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.


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In 2007 the Corporation received proceeds of $93 million for the sale of its interests in the Scott and Telford fields located in the United Kingdom. Proceeds from asset sales in 2006 totaled $444 million, including the sale of the Corporation’s interests in certain producing properties in the Permian Basin and onshore U.S. Gulf Coast. Proceeds from asset sales were $74 million and $57 million in 2005, and 2004, respectively, principally from the sale of non-producing properties.
 
Financing Activities:  During 2007, net borrowings were $208 million. The Corporation reduced debt by $13 million in 2006 and $50 million in 2005 and $106 million in 2004. The net reductions in debt in 2006, 2005 and 2004 were funded by available cash and cash flow from operations.2005. In 2005, bond repurchases of $600 million were funded by borrowings on the revolving credit facility in connection with the repatriation of foreign earnings to the United States.
 
DividendsCommon stock dividends paid were $127 million in 2007. Total common and preferred stock dividends paid were $161 million in 2006 and $159 million in 2005 and $157 million in 2004.2005. The Corporation received net proceeds from the exercise of stock options totaling $110 million, $40 million and $62 million in 2007, 2006 and $90 million in 2006, 2005, and 2004, respectively.
 
Future Capital Requirements and Resources
 
The Corporation anticipates $4.0$4.4 billion in capital and exploratory expenditures in 2007,2008, of which $3.9$4.3 billion relates to Exploration and Production operations. The Corporation has maturities of long-term debt of $27$62 million in 20072008 and $28$143 million in 2008.2009. The Corporation anticipates that it can fund its 20072008 operations, including capital


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expenditures, dividends, pension contributions and required debt repayments, with existing cash on-hand, projected cash flow from operations and its available credit facilities.
 
During 2006, theThe Corporation amended and restated its existingmaintains a $3.0 billion syndicated, revolving credit facility (the facility) to increase the credit line to $3.0 billion from $2.5 billion and extend the term to, substantially all of which is committed through May 2011 from December 2009.2012. The facility can be used for borrowings and letters of credit. At December 31, 2006,2007, outstanding borrowings under the Corporation has $2.7 billionfacility were $220 million and additional available borrowing capacity under this facility.the facility was $2,780 million.
 
The Corporation has a364-day asset-backed credit facility securitized by certain accounts receivable from its Marketing and Refining operations, which are sold to a wholly-owned subsidiary. Under the terms of this financing arrangement, the Corporation has the ability to borrow up to $800 million, subject to the availability of sufficient levels of eligible receivables. At December 31, 2006,2007, the Corporation has $318had $250 million in outstanding borrowings under this facilityand outstanding letters of credit of $534 million which waswere collateralized by approximately $1,100$1,336 million of receivables.Marketing and Refining accounts receivable. These receivables are not available to pay the general obligations of the Corporation before repayment of outstanding borrowings under theasset-backed facility.
 
The Corporation has additional unused linesAt December 31, 2007, $600 million of outstanding borrowings under short-term credit facilities are classified as long term based on the Corporation’s available capacity under the committed revolving credit facility. These borrowings consist of approximately $370the $250 million primarily for letters ofunder the asset-backed credit facility described above, $300 million under a short-term committed facility and $50 million under uncommitted arrangements with banks.lines at December 31, 2007. The Corporation also has a shelf registration under which it may issue additional debt securities, warrants, common stock or preferred stock.
 
Outstanding letters of credit at December 31, were as follows:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Lines of Credit        
Revolving credit facility $1  $28  $  $1 
Asset-backed credit facility  534    
Committed short-term letter of credit facilities  1,875   1,675   995   1,875 
Uncommitted lines  1,603   982   1,510   1,603 
          
 $3,479  $2,685  $3,039  $3,479 
          
 
LoanA loan agreement covenants allowcovenant based on the Corporation’s debt to equity ratio allows the Corporation to borrow up to an additional $9.7$12.3 billion for the construction or acquisition of assets at December 31, 2006.2007. The Corporation has the ability to borrow up to an additional $2.2$2.6 billion of secured debt at December 31, 20062007 under the loan agreement covenants. At December 31, 2006, the maximum amount of dividends or stock repurchases that can be paid from borrowings under the loan agreement covenants is $3.7 billion.


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Credit Ratings
 
There are three major credit rating agencies that rate the Corporation’s debt. Two creditAll three agencies have currently assigned an investment grade rating to the Corporation’s debt and one agency has rated it below investment grade.debt. The interest raterates and facility feefees charged on the Corporation’s borrowing arrangements and margin requirements from non-trading and trading counterparties are subject to adjustment if the Corporation’s credit rating changes. In addition, if any one of the three rating agencies were to reduce their rating on the Corporation’s senior unsecured debt, margin requirements with non-trading and trading counterparties at December 31, 2006 would increase by up to approximately $140 million.


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Contractual Obligations and Contingencies
 
Following is a table showing aggregated information about certain contractual obligations at December 31, 2006:2007:
 
                                        
   Payments Due by Period    Payments Due by Period 
     2008 and
 2010 and
        2009 and
 2011 and
   
 Total 2007 2009 2011 Thereafter  Total 2008 2010 2012 Thereafter 
 (Millions of dollars)  (Millions of dollars) 
Long-term debt(a) $3,772  $27  $171  $ 1,340  $ 2,234  $3,980  $62  $172  $1,543  $2,203 
Operating leases  2,471   630   567   198   1,076   3,233   382   849   588   1,414 
Purchase obligations                                        
Supply commitments   25,800    8,381   8,990   8,429   (b)  38,548   9,805   14,560   14,058   125(b)
Capital expenditures  1,109   809   263   37      1,951   1,118   833       
Operating expenses  794   477   187   89   41   977   537   230   105   105 
Other long-term liabilities  1,316   65   285   220   746   1,579   98   481   222   778 
 
 
(a)At December 31, 2006,2007, the Corporation’s debt bears interest at a weighted average rate of 7.0%.
 
(b)The Corporation intends to continue purchasing refined product supply from HOVENSA. Estimated future purchases amount to approximately $4.2$7.0 billion annually using year-end 20062007 prices.
 
In the preceding table, the Corporation’s supply commitments include its estimated purchases of 50% of HOVENSA’s production of refined products, after anticipated sales by HOVENSA to unaffiliated parties. The value of future supply commitments will fluctuate based on prevailing market prices at the time of purchase, the actual output from HOVENSA, and the level of sales to unaffiliated parties. Also included are term purchase agreements at market prices for additional gasoline necessary to supply the Corporation’s retail marketing system and feedstocks for the Port Reading refining facility. In addition, the Corporation has commitments to purchase refined products, natural gas and electricity for use in supplying contracted customers in its energy marketing business. These commitments were computed based on year-end market prices.
 
The table also reflects thatfuture capital expenditures, including a portion of the Corporation’s planned $4$4.4 billion capital investment program for 20072008, that is contractually committed at December 31, 2006.2007. Obligations for operating expenses include commitments for transportation, seismic purchases, oil and gas production expenses and other normal business expenses. Other long-term liabilities reflect contractually committed obligations on the balance sheet at December 31, 2007, including asset retirement obligations, and pension plan funding requirements.requirements and anticipated obligations for uncertain income tax positions.
 
At December 31, 2006,The Corporation and certain of its subsidiaries lease gasoline stations, drilling rigs, tankers, office space and other assets for varying periods under leases accounted for as operating leases. During 2007, the Corporation hadentered into a remaining accruallease agreement for a new drillship and related support services for use in its global deepwater exploration and development activities beginning in the middle of $49 million for vacated leased office space costs. In 2006, the Corporation recorded an additional $30 million charge for vacated leased office space ($18 million after income taxes) and made2009. The total payments of $12under this five year contract will approximate $950 million. At December 31, 2005, the accrual was $31 million after reduction for payments of $8 million during 2005.
 
The Corporation has a contingent purchase obligation, expiring in April 2010, to acquire the remaining interest in WilcoHess, a retail gasoline station joint venture, for approximately $140$150 million as of December 31, 2006.2007.
 
The Corporation guarantees the payment of up to 50% of HOVENSA’s crude oil purchases from suppliers other than PDVSA. The amount of the Corporation’s guarantee fluctuates based on the volume of crude oil purchased and related prices and at December 31, 2006,2007 amounted to $229$277 million. In addition, the Corporation has


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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.
 
At December 31, 2006,2007, the Corporation has $3,427issued $2,978 million of letters of credit principally relating to accrued liabilities with hedging and trading counterparties recorded on its balance sheet. In addition, the


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Corporation is contingently liable under letters of credit and under guarantees of the debt of other entities directly related to its business, as follows:
 
        
 Total  Total 
 (Millions of
  (Millions of
 
 dollars)  dollars) 
Letters of credit $52  $61 
Guarantees  301*  292*
      
 $353  $353 
      
 
*Includes $277 million for the HOVENSA crude oil purchases guarantee and the $15 million HOVENSAguarantee on HOVENSA’s debt and $229 million crude oil purchase guaranteeswhich are discussed above. The remainder relates to a loan guarantee of $57 million for an oil pipeline in which the Corporation owns a 2.36% interest.on page 30.
 
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 $493 million at December 31, 2007 compared with $490 million at December 31, 2006 compared with $480 million at December 31, 2005.2006. The Corporation’s December 31, 20062007 debt to capitalization ratio would increase from 31.7%28.9% to 34.4%31.4% if these leases were included as debt.
 
See also“Contractual Obligations and Contingencies” on page 30above, note 5,, Note 4, “Refining Joint Venture,” and note 16,Note 15, “Guarantees and Contingencies,” in the notes to the financial statements.
 
Stock Split
 
On May 3, 2006, the Corporation’s shareholders voted to increase the number of authorized common shares from 200 million to 600 million and the board of directors declared athree-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 management’s discussion and analysis are on an after-split basis for all periods presented.
 
Foreign Operations
 
The Corporation conducts exploration and production activities principally in Algeria, Australia, Azerbaijan, Brazil, Denmark, Egypt, Equatorial Guinea, Gabon, Ghana, Indonesia, Libya, Malaysia, Norway, Russia, Thailand, the United Kingdom Norway, Denmark, Equatorial Guinea, Algeria, Malaysia, Thailand, Russia, Gabon, Azerbaijan, Indonesia, Libya, Egypt and other countries.the United States. Therefore, the Corporation is subject to the risks associated with foreign operations. These exposures include political risk (including tax law changes) and currency risk.
 
HOVENSA L.L.C., owned 50% by the Corporation and 50% by Petroleos de Venezuela, S.A. (PDVSA), owns and operates a refinery in the United States Virgin Islands. In the past,2002, there have beenwas a political disruptionsdisruption in Venezuela that reduced the availability of Venezuelan crude oil used in refining operations; however, these disruptionsthis disruption did not have a material adverse effect on the Corporation’s financial position. The Corporation has a note receivable of $137$76 million at December 31, 20062007 from a subsidiary of PDVSA. All payments are current and the Corporation anticipates collection of the remaining balance.
 
Subsequent Events
In February 2007, the Corporation completed the acquisition of a 28% interest in the Genghis Khan oilSee also Item 1A.Risk Factors Related to Our Business and gas development located in the deepwater Gulf of Mexico on Green Canyon Blocks 652 and 608 for $371 million. The Genghis Khan development is part of the same geologic structure as the Shenzi development (Hess 28%) and first production from this development is expected in the second half of 2007.Operations.


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Accounting Policies
 
Critical Accounting Policies and Estimates
 
Accounting policies and estimates affect the recognition of assets and liabilities on the Corporation’s balance sheet and revenues and expenses on the income statement. The accounting methods used can affect net income, stockholders’ equity and various financial statement ratios. However, the Corporation’s accounting policies generally do not change cash flows or liquidity.
 
Accounting for Exploration and Development Costs:  Exploration and production activities are accounted for using the successful efforts method. Costs of acquiring unproved and proved oil and gas leasehold acreage, including lease bonuses, brokers’ fees and other related costs, are capitalized. Annual lease rentals, exploration


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expenses and exploratory dry hole costs are expensed as incurred. Costs of drilling and equipping productive wells, including development dry holes, and related production facilities are capitalized.
 
The costs of exploratory wells that find oil and gas reserves are capitalized pending determination of whether proved reserves have been found. Exploratory drilling costs remain capitalized after drilling is completed if (1) the well has found a sufficient quantity of reserves to justify completion as a producing well and (2) sufficient progress is being made in assessing the reserves and the economic and operating viability of the project. If either of those criteria is not met, or if there is substantial doubt about the economic or operational viability of the project, the capitalized well costs are charged to expense. Indicators of sufficient progress in assessing reserves and the economic and operating viability of a project include: commitment of project personnel, active negotiations for sales contracts with customers, negotiations with governments, operators and contractors and firm plans for additional drilling and other factors.
 
Crude Oil and Natural Gas Reserves:  The determination of estimated proved reserves is a significant element in arriving at the results of operations of exploration and production activities. The estimates of proved reserves affect well capitalizations, the unit of production depreciation rates of proved properties and wells and equipment, as well as impairment testing of oil and gas assets and goodwill.
 
The Corporation’s oil and gas reserves are calculated in accordance with SEC regulations and interpretations and the requirements of the Financial Accounting Standards Board. For reserves to be booked as proved they must be commercially producible, government and project operator approvals must be obtained and, depending on the amount of the project cost, senior management or the board of directors must commit to fund the project. The Corporation’s oil and gas reserve estimation and reporting process involves an annual independent third party reserve determination as well as internal technical appraisals of reserves. The Corporation maintains its own internal reserve estimates that are calculated by technical staff that work directly with the oil and gas properties. The Corporation’s technical staff updates reserve estimates throughout the year based on evaluations of new wells, performance reviews, new technical data and other studies. To provide consistency throughout the Corporation, standard reserve estimation guidelines, definitions, reporting reviews and approval practices are used. The internal reserve estimates are subject to internal technical audits and senior management reviews the estimates.
 
The oil and gas reserve estimates reported in the Supplementary Oil and Gas Data in accordance with Statement of Financial Accounting Standards (FAS) No. 69Disclosures about Oil and Gas Producing Activities(FAS No. 69) are determined independently by the consulting firm of DeGolyer and MacNaughton (D&M) and are consistent with internal estimates. Annually, the Corporation provides D&M with engineering, geological and geophysical data, actual production histories and other information necessary for the reserve determination. The Corporation’s and D&M’s technical staffs meet to review and discuss the information provided. Senior management and the Board of Directors review the final reserve estimates issued by D&M.
 
Impairment of Long-Lived Assets and Goodwill:  As explained below there are significant differences in the way long-lived assets and goodwill are evaluated and measured for impairment testing. The Corporation reviews long-lived assets, including oil and gas fields, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recovered. Long-lived assets are tested based on identifiable cash flows (the field level for oil and gas assets) and are largely independent of the cash flows of other assets and liabilities. If the carrying amounts of the long-lived assets are not expected to be recovered by undiscounted future net cash flow


34


estimates, the assets are impaired and an impairment loss is recorded. The amount of impairment is based on the estimated fair value of the assets generally determined by discounting anticipated future net cash flows.
 
In the case of oil and gas fields, the present value of future net cash flows is based on management’s best estimate of future prices, which is determined with reference to recent historical prices and published forward prices, applied to projected production volumes of individual fields and discounted at a rate commensurate with the risks involved. The projected production volumes represent reserves, including probable reserves, expected to be produced based on a stipulated amount of capital expenditures. The production volumes, prices and timing of production are consistent with internal projections and other externally reported information. Oil and gas prices used for determining asset impairments will generally differ from those used in the standardized measure of discounted future net cash flows, since the standardized measure requires the use of actual prices on the last day of the year.


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The Corporation’s impairment tests of long-lived Exploration and Production producing assets are based on its best estimates of future production volumes (including recovery factors), selling prices, operating and capital costs, and the timing of future production and other factors, which are updated each time an impairment test is performed. The Corporation could have impairments if the projected production volumes from oil and gas fields were reduced. Significant extended declines indecrease, crude oil and natural gas selling prices could also result in asset impairments.decline significantly for an extended period or future estimated capital and operating costs increase significantly.
 
In accordance with FAS No. 142Goodwill and Other Intangible Assets(FAS No. 142), the Corporation’s goodwill is not amortized, but is tested for impairment annually in the fourth quarter at a reporting unit level.level, which is an operating segment or one level below an operating segment. The reporting unit or units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed. The Corporation’s goodwill is assigned to the Exploration and Production operating segment and it expects that the benefits of goodwill will be recovered through the operation of that segment.
 
The Corporation’s fair value estimate of the Exploration and Production segment is the sum of: (1) the discounted anticipated cash flows of producing assets and known developments, (2) the estimated risk adjusted present value of exploration assets, and (3) an estimated market premium to reflect the market price an acquirer would pay for potential synergies including cost savings, access to new business opportunities, enterprise control, improved processes and increased market share. The Corporation also considers the relative market valuation of similar Exploration and Production companies.
 
The determination of the fair value of the Exploration and Production operating segment depends on estimates about oil and gas reserves, future prices, timing of future net cash flows and market premiums. Significant extended declines in crude oil and natural gas prices or reduced reserve estimates could lead to a decrease in the fair value of the Exploration and Production operating segment that could result in an impairment of goodwill.
 
Because there are significant differences in the way long-lived assets and goodwill are evaluated and measured for impairment testing, there may be impairments of individual assets that would not cause an impairment of the goodwill assigned to the Exploration and Production segment.
 
Segments:Asset Retirement Obligations:  The Corporation has two operating segments, Explorationmaterial legal obligations to remove and Productiondismantle long lived assets and Marketingto restore land or seabed at certain exploration and Refining. Management has determined that these are its operating segments because, inproduction locations. In accordance with FAS No. 131Disclosures about Segmentsgenerally accepted accounting principles, the Corporation recognizes a liability for the fair value of an Enterprise and Related Information(FAS No. 131), these arerequired asset retirement obligations. In addition, the segmentsfair value of any legally required conditional asset retirement obligations is recorded if the liability can be reasonably estimated. The Corporation capitalizes such costs as a component of the Corporation (i) that engage in business activities from which revenues are earned and expenses are incurred, (ii) whose operating results are regularly reviewed by the Corporation’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance and (iii) for which discrete financial information is available. The Chairmancarrying amount of the Board and Chief Executive Officerunderlying assets in the period in which the liability is incurred. In order to measure these obligations, the Corporation estimates the fair value of the obligations by discounting the future payments that will be required to satisfy the obligations. In determining these estimates, the Corporation is required to make several assumptions and judgments related to the CODM as definedscope of dismantlement, timing of settlement, interpretation of legal requirements, inflationary factors and discount rate. In addition, there are other external factors which could significantly affect the ultimate settlement costs for these obligations including: changes in FAS No. 131, because he is responsible for performing the functions within the Corporation of allocating resources to,environmental regulations and assessing the performance of,other statutory requirements, fluctuations in industry costs and foreign currency exchange rates and advances in technology. As a result, the Corporation’s operating segments.estimates of asset retirement obligations are subject to revision due to the factors described above. Changes in estimates prior to settlement result in adjustments to both the liability and related asset values.
 
Derivatives:  The Corporation utilizes derivative instruments for both non-trading and trading activities. In non-trading activities, the Corporation uses futures, forwards, options and swaps, individually or in combination to mitigate its exposure to fluctuations in the prices of crude oil, natural gas, refined products and electricity, and changes in foreign currency exchange rates. In trading activities, the Corporation, principally through a consolidated


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partnership, trades energy commodities and derivatives, including futures, forwards, options and swaps, based on expectations of future market conditions.
 
All derivative instruments are recorded at fair value in the Corporation’s balance sheet. The Corporation’s policy for recognizing the changes in fair value of derivatives varies based on the designation of the derivative. The changes in fair value of derivatives that are not designated as hedges under FAS No. 133 are recognized currently in


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earnings. Derivatives may be designated as hedges of expected future cash flows or forecasted transactions (cash flow hedges) or hedges of firm commitments (fair value hedges). The effective portion of changes in fair value of derivatives that are designated as cash flow hedges is recorded as a component of other comprehensive income (loss). Amounts included in accumulated other comprehensive income (loss) for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in earnings. The ineffective portion of changes in fair value of derivatives designated as cash flow hedges is recorded currently in earnings. Changes in fair value of derivatives designated as fair value hedges are recognized currently in earnings. The change in fair value of the related hedged commitment is recorded as an adjustment to its carrying amount and recognized currently in earnings.
 
Derivatives that are designated as either cash flow or fair value hedges are tested for effectiveness prospectively before they are executed and both prospectively and retrospectively on an on-going basis to determine whether they continue to qualify for hedge accounting. The prospective and retrospective effectiveness calculations are performed using either historical simulation or other statistical models, which utilize historical observable market data consisting of futures curves and spot prices.
 
Income Taxes:  Judgments are required in the determination and recognition of income tax assets and liabilities in the financial statements. These judgements include the requirement to only recognize the financial statement effect of a tax position when management believes that it is more likely than not, that based on the technical merits, the position will be sustained upon examination.
The Corporation has net operating loss carryforwards in several jurisdictions, including the United States, and has recorded deferred tax assets for those losses. Additionally, the Corporation has deferred tax assets due to temporary differences between the book basis and tax basis of certain assets and liabilities. Regular assessments are made as to the likelihood of those deferred tax assets being realized. If it is more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is recorded to reduce the deferred tax assets to the amount that is expected to be realized. In evaluating realizability of deferred tax assets, the Corporation refers to the reversal periods for temporary differences, available carryforward periods for net operating losses, estimates of future taxable income, the availability of tax planning strategies, the existence of appreciated assets and other factors. Estimates of future taxable income are based on assumptions of oil and gas reserves and selling prices that are consistent with the Corporation’s internal business forecasts. The Corporation does not provide for deferred U.S. income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations.
 
Changes in Accounting Policies
 
Effective January 1, 2006,2007, the Corporation adopted the provisions of FAS No. 123R,Share-Based Payment(FAS No. 123R). FAS No. 123R 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 9, “Share-Based Compensation,” in the notes to the consolidated financial statements.
In September 2006, the Financial Accounting Standards Board (FASB) issued FAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans(FAS No. 158). FAS No. 158 requires recognition on the balance sheet of the overfunded or underfunded status of a defined benefit postretirement plan measured as the difference between the fair value of plan assets and the benefit obligation. As required, the Corporation prospectively adopted the provisions of FAS No. 158 on December 31, 2006. See note 11, “Retirement Plans,” in the notes to the consolidated financial statements.
Recently Issued Accounting Standards
In September 2006, the FASB issued Staff Position (FSP) AUG AIR-1,Accounting for Planned Major Maintenance Activities.This FSP eliminateseliminated the previously acceptableaccrue-in-advance method of accounting for planned major maintenance. As a result, the Corporation will retrospectively changechanged its method of accounting for


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refinery turnarounds on January 1, 2007, the effective date of this pronouncement, to recognize expenses associated with refinery turnarounds when such costs are incurred. Under the retrospective methodThe impact of adoption, the Corporation expects to increaseadopting this FSP increased previously reported 2006 earnings by approximately $4 million reduce($.01 per diluted share). In addition, previously reported 2005 earningsnet income decreased by approximately $16 million ($.05 per diluted share) and increase retained earnings as of January 1, 2005 increased by approximately $66$48 million. All 2007, 2006 and 2005 financial information reflects this retrospective accounting change.
 
In July 2006,Effective January 1, 2007, the Corporation adopted the provisions of FASB issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes(FIN 48). FIN 48 prescribes the financial statement recognition and measurement criteria for a tax position taken or expected to be taken in a tax return. FIN 48 also requires additional disclosures related to uncertain income tax positions. As required, the Corporation will adopt the provisions of FIN 48 effective January 1, 2007. The Corporation has not concluded its evaluation of the impact of adopting FIN 48 on its results of operations, financial position or cash flows.See Note 11, “Income Taxes” for further information.
Recently Issued Accounting Standard
 
In September 2006, the FASB issued FAS No. 157,Fair Value Measurements (FAS No. 157). FAS No. 157 establishes a framework for measuring fair value and requires disclosure of a fair value hierarchy, which applies broadly to financial and non-financial assets and liabilities measured at fair value under other authoritative accounting pronouncements. Additionally, theThe standard also requires increasedadditional disclosure ofabout the methods of determining fair value. The Corporation is currently evaluating the impact of adoption on its financial statements and, as


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required, the Corporation will prospectively adopt the provisions of FAS No. 157 effective January 1, 2008. The Corporation believes that the impact of adopting FAS No. 157 on net income will not be material. In addition, the Corporation expects to record a reduction in the after-tax charge reflected in accumulated other comprehensive income relating to the crude oil hedging program of approximately $160 million, after income taxes.
 
Environment, Health and Safety
 
The Corporation has implemented a values-based, socially-responsible strategy focused on improving environment, health and safety performance and making a positive impact on communities. The strategy is supported by the Corporation’s environment, health, safety and social responsibility (EHS & SR) policies and by environment and safety management systems that help protect the Corporation’s workforce, customers and local communities. The Corporation’s management systems are designed to uphold or exceed international standards and are intended to promote internal consistency, adherence to policy objectives and continual improvement in EHS & SR performance. Improved performance may, in the short-term, increase the Corporation’s operating costs and could also require increased capital expenditures to reduce potential risks to assets, reputation and license to operate. In addition to enhanced EHS & SR performance, improved productivity and operational efficiencies may be capturedrealized as collateral benefits from investments in EHS & SR. The Corporation has programs in place to evaluate regulatory compliance, audit facilities, train employees, prevent and manage risks and emergencies and to generally meet corporate EHS & SR goals.
 
The production of motor and other fuels in the United States and elsewhere has faced increasing regulatory pressures in recent years. In 2004, new regulations went into effect that have already significantly reduced gasoline sulfur content and2006, additional regulations to reduce the allowable sulfur content in diesel fuel went into effect in 2006.effect. Additional reductions in gasoline and fuel oil sulfur content are under consideration. Fuels production will likely continue to be subject to more stringent regulation in future years and as such may require additional capital expenditures.
Capital expenditures necessary to comply with low-sulfur gasoline requirements at Port Reading were $72 million, of which $23 million was spent in 2005 and the remainder was spent in 2006. Capital expenditures to comply with low-sulfur gasoline and diesel fuel requirements at HOVENSA are presently expected to be approximately $420 million in total, $360 million of which has already been spent and the remainder is expected to be spent in 2007. HOVENSA has and continues to plan to finance these capital expenditures through cash flow from operations.
The Energy Policy Act of 2005 eliminated the Clean Air Act’s mandatory oxygen content requirement for reformulated gasoline and imposes on refiners a requirement to use specific quantities of renewable content in gasoline. The 2007 Energy Policy Act expanded requirements on the use of renewable content and included several technology forcing provisions. Many states have also enacted bans onor are considering biofuels mandates, which, in combination with national legislation may affect the use of MTBE in gasoline, many of which will take effect between 2007 and 2009. As a result, several companies have announced their intention to cease using MTBE, since it will no longer be needed in reformulated gasoline to comply with the Clean Air Act and does not meet the new renewable content requirement. In response to these changes in the gasoline marketplace, the Corporation and HOVENSA phased out the use of ether based oxygenates during 2006. Both companies are reviewing the most cost effective means to replace ether unit processing capabilities, which may necessitate additional capital investments.Registrant’s markets for fuels.


37


 
As described in Item 3 “Legal Proceedings,” in 2003 the Corporation and HOVENSA began discussions with the U.S. EPA regarding the EPA’s Petroleum Refining Initiative (PRI). The PRI is an ongoing program that is designed to reduce certain air emissions at all U.S. refineries. Since 2000, the EPA has entered into settlements addressing these emissions with petroleum refining companies that control over 77%80% of the domestic refining capacity. Negotiations with the EPA are continuing and depending on the outcome of these discussions, the Corporation and HOVENSA may experience increased capital expenditures and operating expenses related to air emissions controls. Settlements with other refiners allow for controls to be phased in over several years.
HOVENSA is constructing a new wastewater treatment system at the refinery. This project will significantly enhance the refinery’s ability to treat wastewater and better protect the marine environment of St. Croix. The cost to complete the project is approximately $120 million, of which $55 million has already been incurred.
 
The Corporation has undertaken a program to assess, monitor and reduce the emission of “greenhouse gases,” including carbon dioxide and methane. The challenges associated with this program are significant, not only from the standpoint of technical feasibility, but also from the perspective of adequately measuring the Corporation’s greenhouse gas inventory. The Corporation has completed a revised monitoring protocol which will allow for better measurement of “greenhouse gases” and is conductinghas completed an independently verified audit of its emissions. Once completed,The monitoring protocol in conjunction with the monitoring protocolCorporation’s recently formulated Climate Change Network will allow for better control of these emissions and assist the Corporation in complyingdeveloping policies and programs to reduce these emissions and comply with any future regulatory restrictions.
 
The Corporation expects continuing expenditures for environmental assessment and remediation related primarily to existing conditions. Sites where corrective action may be necessary include gasoline stations, terminals, onshore exploration and production facilities, refineries (including solid waste management units under permits issued pursuant to the Resource Conservation and Recovery Act) and, although not currently significant, “Superfund” sites where the Corporation has been named a potentially responsible party.
 
The Corporation accrues for environmental assessment and remediation expenses when the future costs are probable and reasonably estimable. At year-end 2006,2007, the Corporation’s reserve for its estimated environmental liabilityliabilities was approximately $75$60 million. The Corporation expects that existing reserves for environmental liabilities will adequately cover costs to assess and remediate known sites. The Corporation’s remediation spending


35


was $23 million in 2007 and $15 million in 2006 and 20052005. Capital expenditures incurred over several years to comply with low sulfur gasoline and $12diesel fuel requirements totaled approximately $400 million in 2004.at HOVENSA and approximately $70 million at Port Reading. Capital expenditures for facilities, primarily to comply with federal, state and local environmental standards, other than for the low sulfur projects discussed above,requirements, were $22 million in 2007 and 2006 and $3 million in 2005 and $1 million in 2004.2005.
 
Forward-Looking Information
 
Certain sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk, including references to the Corporation’s future results of operations and financial position, liquidity and capital resources, capital expenditures, oil and gas production, tax rates, debt repayment, hedging, derivative, market risk and environmental disclosures, off-balance sheet arrangements and contractual obligations and contingencies include forward-looking information. Forward-looking disclosures are based on the Corporation’s 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.
 
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
In the normal course of its business, the Corporation is exposed to commodity risks related to changes in the price of crude oil, natural gas, refined products and electricity, as well as to changes in interest rates and foreign currency values. In the disclosures that follow, these operations are referred to as non-trading activities. The Corporation also has trading operations, principally through a 50% voting interest in a trading partnership. These activities are also exposed to commodity risks primarily related to the prices of crude oil, natural gas and refined products. The following describes how these risks are controlled and managed.
 
Controls:  The Corporation maintains a control environment under the direction of its chief risk officer and through its corporate risk policy, which the Corporation’s senior management has approved. Controls include


38


volumetric, term andvalue-at-risk limits. In addition, the chief risk officer must approve the use of new instruments or commodities. Risk limits are monitored daily and exceptions are reported to business units and to senior management. The Corporation’s risk management department also performs independent verifications of sources of fair values and validations of valuation models. These controls apply to all of the Corporation’s non-trading and trading activities, including the consolidated trading partnership. The Corporation’s treasury department administersis responsible for administering foreign exchange rate and interest rate hedging programs.
 
Instruments:  The Corporation primarily uses forward commodity contracts, foreign exchange forward contracts, futures, swaps, options and energy commodity based securities in its non-trading and trading activities. These contracts are generally widely traded instruments with standardized terms. The following describes these instruments and how the Corporation uses them:
 
 • Forward Commodity Contracts:  The Corporation enters into contracts for the forward purchase and sale of commodities is performed as part of the Corporation’s normal activities.commodities. At settlement date, the notional value of the contract is exchanged for physical delivery of the commodity. Forward contracts that are designated as normal purchase and sale contracts under FAS No. 133 are excluded from the quantitative market risk disclosures.
 
 • Forward Foreign Exchange Contracts:  Forward contracts include forward purchase contracts for both the British pound sterling and the Danish kroner. These foreign currency contracts commit the Corporation to purchase a fixed amount of pound sterling and kroner at a predetermined exchange rate on a certain date.
 
 • Exchange Traded Contracts:  The Corporation uses exchange traded contracts, including futures, on a number of different underlying energy commodities. These contracts are settled daily with the relevant exchange and may be subject to exchange position limits.
 
 • Swaps:  The Corporation uses financially settled swap contracts with third parties as part of its hedging and trading activities. Cash flows from swap contracts are determined based on underlying commodity prices and are typically settled over the life of the contract.


36


 • Options:  Options on various underlying energy commodities include exchange traded and third party contracts and have various exercise periods. As a seller of options, the Corporation receives a premium at the outset and bears the risk of unfavorable changes in the price of the commodity underlying the option. As a purchaser of options, the Corporation pays a premium at the outset and has the right to participate in the favorable price movements in the underlying commodities. These premiums are a component of the fair value of the options.
 
 • Energy Securities:  Energy securities include energy related equity or debt securities issued by a company or government or related derivatives on these securities.
 
Value-at-Risk:  The Corporation usesvalue-at-risk to monitor and control commodity risk within its trading and non-trading activities. Thevalue-at-risk model uses historical simulation and the results represent the potential loss in fair value over one day at a 95% confidence level. The model captures both first and second order sensitivities for options. The following table summarizes thevalue-at-risk results for trading and non-trading activities. These


39


results may vary from time to time as strategies change in trading activities or hedging levels change in non-trading activities.
 
         
  Trading
  Non-Trading
 
  Activities  Activities 
  (Millions of dollars) 
 
2006
        
At December 31 $ 17  $62 
Average for the year  20   75 
High during the year  22   86 
Low during the year  17   62 
2005        
At December 31 $ 18  $93 
Average for the year  11   111 
High during the year  18   127 
Low during the year  7   93 
         
  Trading
  Non-trading
 
  Activities  Activities 
  (Millions of dollars) 
 
2007
        
At December 31 $10  $72 
Average  12   63 
High  13   72 
Low  10   54 
2006        
At December 31 $17  $62 
Average  20   75 
High  22   86 
Low  17   62 
 
Non-Trading:Non-trading:  The Corporation’s non-trading activities may include hedging of crude oil and natural gas production. Futures and swaps are used to fix the selling prices of a portion of the Corporation’s future production and the related gains or losses are an integral part of the Corporation’s selling prices. Following is a summary of the Corporation’s outstanding crude oil hedges at December 31, 2006:2007:
 
                
 Brent Crude Oil  Brent Crude Oil 
 Average
 Thousands of
  Average
 Thousands of
 
Maturity
 Selling Price Barrels per Day  Selling Price Barrels per Day 
2007 $ 25.85   24 
2008  25.56   24  $25.56   24 
2009  25.54   24   25.54   24 
2010  25.78   24   25.78   24 
2011  26.37   24   26.37   24 
2012  26.90   24   26.90   24 
 
There were no hedges of WTI crude oil or natural gas production at December 31, 2006.2007. As market conditions change, the Corporation may adjust its hedge percentages. The Corporation also markets energy commodities including refined petroleum products, natural gas and electricity. The Corporation uses futures, swaps and swapsoptions to manage the risk in its marketing activities.
 
Accumulated other comprehensive income (loss) at December 31, 20062007 includes after-tax unrealized deferred losses of $1,338$1,672 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.


37


The Corporation uses foreign exchange contracts to reduce its exposure to fluctuating foreign exchange rates by entering into forward purchase contracts for both the British pound sterling and the Danish kroner. At December 31, 2006,2007, the Corporation had $729$977 million of notional value foreign exchange contracts maturing in 2007.2008. The fair value of the foreign exchange contracts was a receivablepayable of $51$1 million at December 31, 2006.2007. The change in fair value of the foreign exchange contracts from a 10% change in exchange rates is estimated to be approximately $80$100 million at December 31, 2006.2007.
 
The Corporation’s outstanding debt of $3,772$3,980 million has a fair value of $4,105$4,263 million at December 31, 2006.2007. A 15% decrease in the rate of interest would increase the fair value of debt by approximately $300$200 million at December 31, 2006.2007.
 
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


40


commodities, securities and derivatives. The accounts of the partnership are consolidated with those of the Corporation. The Corporation also takes trading positions for its own account. The information that follows represents 100% of the trading partnership and the Corporation’s proprietary trading accounts.
 
Gains or losses from sales of physical products are recorded at the time of sale. Total realized gains on trading activities for 2007 amounted to $303 million ($721 million in 2006). Derivative trading transactions aremarked-to-market and unrealized gains or losses are reflected in income currently. Total realized gains for the year amounted to $721 million ($297 million of realized losses for 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.
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Fair value of contracts outstanding at the beginning of the year $1,109  $184  $365  $1,109 
Change in fair value of contracts outstanding at the beginning of the year and still outstanding at the end of year  (82)  6   193   (82)
Reversal of fair value for contracts closed during the year  (547)  (23)  (230)  (547)
Fair value of contracts entered into during the year and still outstanding  (115)  942   (174)  (115)
          
Fair value of contracts outstanding at the end of the year $365  $1,109  $154  $365 
          
 
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 Corporation’s 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 Corporation’s trading activities at December 31:31, 2007:
 
                                     
         2010 and
          2011 and
 
 Total 2007 2008 2009 Beyond  Total 2008 2009 2010 Beyond 
 (Millions of dollars)    (Millions of dollars)   
Source of fair value                                        
Prices actively quoted $357  $198  $62  $65  $32  $119  $45  $53  $42  $(21)
Other external sources  24   30   (12)   —   6   36   24   10      2 
Internal estimates  (16)  (16)   —    —    —   (1)  (1)         
                      
Total $365  $212  $50  $65  $38  $154  $68  $63  $42  $(19)
                      


38


The following table summarizes the fair values of net receivables relating to the Corporation’s trading activities and the credit ratings of counterparties at December 31:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Investment grade determined by outside sources $347  $353  $364  $347 
Investment grade determined internally*  59   139   173   59 
Less than investment grade  41   70   55   41 
          
Fair value of net receivables outstanding at the end of the year $447  $562  $592  $447 
          
 
 
*Based on information provided by counterparties and other available sources.


4139


Item 8.  Financial Statements and Supplementary Data
 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
 
     
  Page
  Number
 
 4341
 4442
 4644
 4745
 4846
 4947
 5048
 5149
 7874
 8480
 9086
 9187
 
*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.


4240


 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange ActRules 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, based on the framework inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2006.2007.
 
Our management’s assessmentThe Corporation’s independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of the effectiveness ofCorporation’s internal control over financial reporting as of December 31, 2006, has been audited by Ernst & Young LLP, an independent registered public accounting firm,2007, as stated in their report, which is included herein.
 
       
By 
/s/  John P. Rielly

John P. Rielly
Senior Vice President and
Chief Financial Officer
 By 
/s/  John B. Hess

John B. Hess
Chairman of the Board and
Chief Executive Officer
 
February 23, 200722, 2008


4341


 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders
Hess Corporation
 
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Hess Corporation (formerly, Amerada Hess Corporation) and consolidated subsidiaries maintained effectiveCorporation’s internal control over financial reporting as of December 31, 2006,2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Hess Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting.reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, management’s assessment that Hess Corporation and consolidated subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Hess Corporation and consolidated subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006,2007 based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheet of Hess Corporation and consolidated subsidiaries as of December 31, 20062007 and 2005,2006, and the related statements of consolidated income, cash flows, stockholders’ equity and comprehensive income of Hess Corporation and consolidated subsidiaries for each of the three years in the period ended December 31, 2006,2007, and our report dated February 23, 200722, 2008 expressed an unqualified opinion on these statements.thereon.
 
YOUNG)">
 
February 22, 2008
New York, NY
February 23, 2007New York


4442


Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders
Hess Corporation
 
We have audited the accompanying consolidated balance sheet of Hess Corporation (formerly, Amerada Hess Corporation) and consolidated subsidiaries as of December 31, 20062007 and 2005,2006, and the related statements of consolidated income, cash flows, stockholders’ equity and comprehensive income for each of the three years in the period ended December 31, 2006.2007. Our audits also included the Financial Statement Schedule listed in the Index at Item 8. These financial statements and schedule are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hess Corporation and consolidated subsidiaries at December 31, 20062007 and 2005,2006, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2006,2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related Financial Statement Schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.
 
As discussed in Note 1 to the consolidated financial statements, the Corporation adopted Statement of FinancialFASB Staff Position (FSP) AUG AIR-1, Accounting Standardsfor Planned Major Maintenance Activities, and FASB Interpretation No. 123R, Share-Based Payment,48, Accounting for Uncertainty in Income Taxes, effective January 1, 2006. Also as2007. As discussed in Note 1110 to the consolidated financial statements, the Corporation adopted the provisions of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, effective December 31, 2006. Also, as discussed in Note 1 to the consolidated financial statements, the Corporation adopted Statement of Financial Accounting Standards No. 123R, Share-Based Payment, effective January 1, 2006.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Hess Corporation’s internal control over financial reporting as of December 31, 2006,2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 200722, 2008 expressed an unqualified opinion thereon.
 
YOUNG)">
 
February 22, 2008
New York, NY
February 23, 2007New York


4543


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEET
 
        
 For the Years Ended
 
 December 31 
         2007 2006 
 At December 31  (Millions of dollars;
 
 2006 2005  thousands of shares) 
 (Millions of dollars; thousands of shares) 
ASSETS
ASSETS
ASSETS
CURRENT ASSETS
                
Cash and cash equivalents $383  $315  $607  $383 
Accounts receivable                
Trade  3,659   3,517   4,527   3,659 
Other  214   138   181   214 
Inventories  1,005   855   1,250   1,005 
Other current assets  587   465   361   587 
          
Total current assets  5,848   5,290   6,926   5,848 
          
INVESTMENTS IN AFFILIATES
                
HOVENSA L.L.C.   1,012   1,217   933   1,055 
Other  188   172   184   188 
          
Total investments in affiliates  1,200   1,389   1,117   1,243 
          
PROPERTY, PLANT AND EQUIPMENT
                
Exploration and Production  20,199   17,836   22,903   20,199 
Marketing and Refining  1,781   1,628 
Marketing, Refining and Corporate  1,928   1,781 
          
Total — at cost  21,980   19,464   24,831   21,980 
Less reserves for depreciation, depletion, amortization and lease impairment  9,672   9,952   10,197   9,672 
          
Property, plant and equipment — net  12,308   9,512   14,634   12,308 
          
GOODWILL
  1,253   977   1,225   1,253 
DEFERRED INCOME TAXES
  1,435   1,544   1,873   1,430 
OTHER ASSETS
  360   403   356   360 
          
TOTAL ASSETS
 $ 22,404  $ 19,115  $26,131  $22,442 
          
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
                
Accounts payable $4,803  $4,995  $5,741  $4,803 
Accrued liabilities  1,477   1,029   1,638   1,477 
Taxes payable  432   397   583   432 
Current maturities of long-term debt  27   26   62   27 
          
Total current liabilities  6,739   6,447   8,024   6,739 
     
LONG-TERM DEBT
  3,745   3,759   3,918   3,745 
DEFERRED INCOME TAXES
  2,099   1,401   2,362   2,116 
ASSET RETIREMENT OBLIGATIONS
  824   564   1,016   824 
OTHER LIABILITIES AND DEFERRED CREDITS
  886   658   1,037   871 
          
Total Liabilities  14,293   12,829 
Total liabilities  16,357   14,295 
          
STOCKHOLDERS’ EQUITY
                
Preferred stock, par value $1.00, 20,000 shares authorized                
7% cumulative mandatory convertible series
Authorized — 0 shares in 2006; 13,500 shares in 2005
Issued — 0 shares in 2006; 13,500 shares in 2005
     14 
3% cumulative convertible series
Authorized — 330 shares
Issued — 324 shares in 2006 and 2005 ($16 million liquidation preference)
      
Common stock*, par value $1.00        
3% cumulative convertible series        
Authorized — 330 shares        
Issued — 284 shares in 2007 ($14 million liquidation preference) and 324 shares in 2006      
Common stock, par value $1.00        
Authorized — 600,000 shares                
Issued — 315,018 shares in 2006; 279,197 shares in 2005  315   279 
Capital in excess of par value*  1,689   1,656 
Issued — 320,600 shares in 2007; 315,018 shares in 2006  321   315 
Capital in excess of par value  1,882   1,689 
Retained earnings  7,671   5,914   9,412   7,707 
Accumulated other comprehensive income (loss)  (1,564)  (1,526)  (1,841)  (1,564)
Deferred compensation     (51)
          
Total stockholders’ equity  8,111   6,286   9,774   8,147 
          
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 $22,404  $19,115  $26,131  $22,442 
          
 
Common stock and Capital in excess of par value as of December 31, 2005 are restated to reflect the impact of a3-for-1 stock split on May 31, 2006.
 
The consolidated financial statements reflect the successful efforts method of accounting for oil and gas exploration and production activities.
 
See accompanying notes to consolidated financial statements.


4644


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
STATEMENT OF CONSOLIDATED INCOME
 
                        
 For the Years Ended
  For the Years Ended
 
 December 31  December 31 
 2006 2005 2004  2007 2006 2005 
 (In millions, except per share data)  (In millions, except per share data) 
REVENUES AND NON-OPERATING INCOME
                        
Sales (excluding excise taxes) and other operating revenues $28,067  $22,747  $16,733  $31,647  $28,067  $22,747 
Non-operating income            
Equity in income of HOVENSA L.L.C.   203   376   244   176   201   370 
Gain on asset sales  369   48   55   21   369   48 
Other, net  81   84   94 
Other income, net  80   81   84 
              
Total revenues and non-operating income  28,720   23,255   17,126   31,924   28,718   23,249 
              
COSTS AND EXPENSES
                        
Cost of products sold (excluding items shown separately below)  19,912   17,041   11,971   22,573   19,912   17,041 
Production expenses  1,250   1,007   825   1,581   1,250   1,007 
Marketing expenses  940   842   737   944   940   842 
Exploration expenses, including dry holes and lease impairment  552   397   287   515   552   397 
Other operating expenses  130   136   195   161   122   155 
General and administrative expenses  471   357   342   614   471   357 
Interest expense  201   224   241   256   201   224 
Depreciation, depletion and amortization  1,224   1,025   970   1,576   1,224   1,025 
              
Total costs and expenses  24,680   21,029   15,568   28,220   24,672   21,048 
              
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
  4,040   2,226   1,558 
INCOME BEFORE INCOME TAXES
  3,704   4,046   2,201 
Provision for income taxes  2,124   984   588   1,872   2,126   975 
       
INCOME FROM CONTINUING OPERATIONS
  1,916   1,242   970 
DISCONTINUED OPERATIONS
   —    —   7 
              
NET INCOME
 $1,916  $1,242  $977  $1,832  $1,920  $1,226 
              
Less preferred stock dividends  44   48   48      44   48 
              
NET INCOME APPLICABLE TO COMMON SHAREHOLDERS
 $1,872  $1,194  $929  $1,832  $1,876  $1,178 
              
BASIC EARNINGS PER SHARE*
            
Continuing operations $6.73  $4.38  $3.43 
Net income  6.73   4.38   3.46 
DILUTED EARNINGS PER SHARE*
            
Continuing operations $6.07  $3.98  $3.17 
Net income  6.07   3.98   3.19 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (DILUTED)*
  315.7   312.1   306.3 
BASIC NET INCOME PER SHARE
 $5.86  $6.75  $4.32 
DILUTED NET INCOME PER SHARE
 $5.74  $6.08  $3.93 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (DILUTED)
  319.3   315.7   312.1 
 
 
Weighted average number of shares and per-share amounts in all periods reflect the impact of a3-for-1 stock split on May 31, 2006.
See accompanying notes to consolidated financial statements.


45


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
             
  For the Years Ended
 
  December 31 
  2007  2006  2005 
  (Millions of dollars) 
 
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net income $1,832  $1,920  $1,226 
Adjustments to reconcile net income to net cash provided by operating activities            
Depreciation, depletion and amortization  1,576   1,224   1,025 
Exploratory dry hole costs  65   241   170 
Lease impairment  102   99   78 
Pre-tax gain on asset sales  (21)  (369)  (48)
Provision (benefit) for deferred income taxes  (33)  281   (98)
Distributed (undistributed) earnings of HOVENSA L.L.C., net  124   199   (114)
Changes in other operating assets and liabilities:            
Increase in accounts receivable  (783)  (179)  (1,042)
Increase in inventories  (254)  (152)  (270)
Increase (decrease) in accounts payable and accrued liabilities  597   (44)  877 
Increase (decrease) in taxes payable  134   47   (111)
Changes in other assets and liabilities  168   224   147 
             
Net cash provided by operating activities  3,507   3,491   1,840 
             
CASH FLOWS FROM INVESTING ACTIVITIES
            
Capital expenditures  (3,578)  (3,844)  (2,341)
Proceeds from asset sales  93   444   74 
Payments received on notes receivable  61   76   60 
Other  (50)  35   (48)
             
Net cash used in investing activities  (3,474)  (3,289)  (2,255)
             
CASH FLOWS FROM FINANCING ACTIVITIES
            
Debt with maturities of greater than 90 days            
Borrowings  1,094   320   600 
Repayments  (886)  (333)  (650)
Cash dividends paid  (127)  (161)  (159)
Employee stock options exercised  110   40   62 
             
Net cash provided by (used in) financing activities  191   (134)  (147)
             
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  224   68   (562)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
  383   315   877 
             
CASH AND CASH EQUIVALENTS AT END OF YEAR
 $607  $383  $315 
             
See accompanying notes to consolidated financial statements.


46


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED STOCKHOLDERS’ EQUITY
                         
  2007  2006  2005 
  Shares  Amount  Shares  Amount  Shares  Amount 
  (Millions of dollars; thousands of shares) 
 
PREFERRED STOCK
                        
Balance at January 1
  324  $   13,824  $14   13,827  $14 
Conversion of preferred stock to common stock  (40)     (13,500)  (14)  (3)   
                         
Balance at December 31
  284      324      13,824   14 
                         
COMMON STOCK
                        
Balance at January 1
  315,018   315   279,197   279   275,145   275 
Activity related to restricted common stock awards, net  941   1   903   1   948   1 
Employee stock options exercised  4,566   5   1,283   1   3,098   3 
Conversion of preferred stock to common stock  75      33,635   34   6    
                         
Balance at December 31
  320,600   321   315,018   315   279,197   279 
                         
CAPITAL IN EXCESS OF PAR VALUE
                        
Balance at January 1
      1,689       1,656       1,544 
Activity related to restricted common stock awards, net      50       36       37 
Employee stock options exercised, including income tax benefits      143       68       75 
Conversion of preferred stock to common stock             (20)       
Reclassification resulting from adoption of FAS 123R             (51)       
                         
Balance at December 31
      1,882       1,689       1,656 
                         
RETAINED EARNINGS
                        
Balance at January 1
      7,707       5,946       4,879 
Net income      1,832       1,920       1,226 
Dividends declared on common stock      (127)      (115)      (111)
Dividends on preferred stock             (44)      (48)
                         
Balance at December 31
      9,412       7,707       5,946 
                         
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
                        
Balance at January 1
      (1,564)      (1,526)      (1,024)
Net other comprehensive income (loss)      (277)      104       (502)
Cumulative effect of adoption of FAS 158             (142)       
                         
Balance at December 31
      (1,841)      (1,564)      (1,526)
                         
DEFERRED COMPENSATION
                        
Balance at January 1
             (51)      (43)
Change in unearned compensation                    (8)
Reclassification resulting from adoption of FAS 123R             51        
                         
Balance at December 31
                    (51)
                         
TOTAL STOCKHOLDERS’ EQUITY at December 31
     $9,774      $8,147      $6,318 
                         
 
See accompanying notes to consolidated financial statements.


47


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
             
  For the Years Ended
 
  December 31 
  2006  2005  2004 
  (Millions of dollars)
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net income $1,916  $1,242  $977 
Adjustments to reconcile net income to net cash provided by operating activities            
Depreciation, depletion and amortization  1,224   1,025   970 
Exploratory dry hole costs  241   170   81 
Lease impairment  99   78   77 
Pre-tax gain on asset sales  (369)  (48)  (55)
Provision (benefit) for deferred income taxes  279   (118)  (211)
Distributed (undistributed) earnings of HOVENSA L.L.C., net  197   (101)  (156)
Non-cash effect of discontinued operations   —    —   (7)
Changes in other operating assets and liabilities:            
Increase in accounts receivable  (179)  (1,042)  (705)
Increase in inventories  (152)  (270)  (16)
Increase (decrease) in accounts payable and accrued liabilities  (44)  877   783 
Increase (decrease) in taxes payable  47   (111)  131 
Changes in other assets and liabilities  232   138   34 
             
Net cash provided by operating activities  3,491   1,840   1,903 
             
CASH FLOWS FROM INVESTING ACTIVITIES
            
Capital expenditures            
Exploration and Production  (3,675)  (2,235)  (1,434)
Marketing and Refining  (169)  (106)  (87)
             
Total capital expenditures  (3,844)  (2,341)  (1,521)
Proceeds from asset sales  444   74   57 
Payments received on notes receivable  76   60   90 
Other  35   (48)  3 
             
Net cash used in investing activities  (3,289)  (2,255)  (1,371)
             
CASH FLOWS FROM FINANCING ACTIVITIES
            
Debt with maturities of greater than 90 days            
Borrowings  320   600   25 
Repayments  (333)  (650)  (131)
Cash dividends paid  (161)  (159)  (157)
Employee stock options exercised  40   62   90 
             
Net cash used in financing activities  (134)  (147)  (173)
             
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  68   (562)  359 
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
  315   877   518 
             
CASH AND CASH EQUIVALENTS AT END OF YEAR
 $383  $315  $877 
             
See accompanying notes to consolidated financial statements.


48


 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
STATEMENT OF CONSOLIDATED STOCKHOLDERS’ EQUITY
        ��                
  2006  2005  2004 
  Shares  Amount  Shares  Amount  Shares  Amount 
     (Millions of dollars; thousands of shares)    
 
PREFERRED STOCK
                        
Balance at January 1
  13,824  $14   13,827  $14   13,827  $14 
Conversion of preferred stock to common stock  (13,500)  (14)  (3)         
                         
Balance at December 31
  324    —   13,824   14   13,827   14 
                         
COMMON STOCK*
                        
Balance at January 1
  279,197   279   275,145   275   269,604   270 
Activity related to restricted common stock awards, net  903   1   948   1   927   1 
Employee stock options exercised  1,283   1   3,098   3   4,614   4 
Conversion of preferred stock to common stock  33,635   34   6          
                         
Balance at December 31
  315,018   315   279,197   279   275,145   275 
                         
CAPITAL IN EXCESS OF PAR VALUE*
                        
Balance at January 1
      1,656       1,544       1,423 
Activity related to restricted common stock awards, net      36       37       23 
Employee stock options exercised      68       75       98 
Conversion of preferred stock to common stock      (20)              
Reclassification resulting from adoption of FAS 123R      (51)       —        
                         
Balance at December 31
      1,689       1,656       1,544 
                         
RETAINED EARNINGS
                        
Balance at January 1
      5,914       4,831       4,011 
Net income      1,916       1,242       977 
Dividends declared on common stock      (115)      (111)      (109)
Dividends on preferred stock      (44)      (48)      (48)
                         
Balance at December 31
      7,671       5,914       4,831 
                         
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
                        
Balance at January 1
      (1,526)      (1,024)      (350)
Net other comprehensive income (loss)      104       (502)      (674)
Cumulative effect of adoption of FAS 158      (142)              
                         
Balance at December 31
      (1,564)      (1,526)      (1,024)
                         
DEFERRED COMPENSATION
                        
Balance at January 1
      (51)      (43)      (28)
Change in unearned compensation             (8)      (15)
Reclassification resulting from adoption of FAS 123R      51               
                         
Balance at December 31
             (51)      (43)
                         
TOTAL STOCKHOLDERS’ EQUITY at December 31
     $8,111      $6,286      $5,597 
                         
Common stock and Capital in excess of par value as of January 1, 2004, December 31, 2004 and December 31, 2005 are restated to reflect the impact of a3-for-1 stock split on May 31, 2006.
See accompanying notes to consolidated financial statements.


49


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
 
                        
 For the Years Ended
  For the Years Ended
 
 December 31  December 31 
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
COMPONENTS OF COMPREHENSIVE INCOME
                        
Net income $ 1,916  $1,242  $977  $1,832  $1,920  $1,226 
              
Other comprehensive income (loss):                        
Deferred gains (losses) on cash flow hedges, after tax:                        
Effect of hedge losses recognized in income  345   946   511   325   345   946 
Net change in fair value of cash flow hedges  (379)  (1,381)  (1,196)  (659)  (379)  (1,381)
Change in minimum postretirement plan liabilities, after tax  90   (33)  (25)  17   90   (33)
Change in foreign currency translation adjustment and other  48   (34)  36   40   48   (34)
              
Net other comprehensive income (loss)  104   (502)  (674)  (277)  104   (502)
              
COMPREHENSIVE INCOME
 $ 2,020  $740  $303  $1,555  $2,024  $724 
              
 
See accompanying notes to consolidated financial statements.


5048


 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.  Summary of Significant Accounting Policies
 
Nature of Business:  On May 3, 2006, Amerada Hess Corporation changed its name to Hess Corporation.  Hess Corporation and subsidiaries (the Corporation) engage in the exploration for and the development, production, purchase, transportation and sale of crude oil and natural gas. These activities are conducted principally in Algeria, Australia, Azerbaijan, Brazil, Denmark, Egypt, Equatorial Guinea, Gabon, Ghana, Indonesia, Libya, Malaysia, Norway, Russia, Thailand, the United States,Kingdom and the United Kingdom, Norway, Denmark, Equatorial Guinea, Algeria, Malaysia, Thailand, Russia, Gabon, Azerbaijan, Indonesia, Libya, Egypt and other countries.States. In addition, the Corporation manufactures, purchases, transports, trades and markets refined petroleum and other energy products. The Corporation owns 50% of HOVENSA L.L.C. (HOVENSA), a refinery joint venture in the United States Virgin Islands. An additional refining facility, terminals and retail gasoline stations, most of which include convenience stores, are located on the East Coast of the United States.
 
In preparing financial statements in conformity with U.S. generally accepted accounting principles (GAAP), management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the income statement. Actual results could differ from those estimates. Among the estimates made by management are oil and gas reserves, asset valuations, depreciable lives, pension liabilities, legal and environmental obligations, asset retirement obligations and income taxes.
 
Principles of Consolidation:  The consolidated financial statements include the accounts of Hess Corporation and entities in which the Corporation owns more than a 50% voting interest or entities that the Corporation controls. The Corporation’s undivided interests in unincorporated oil and gas exploration and production ventures are proportionately consolidated.
 
Investments in affiliated companies, 20% to 50% owned, including HOVENSA, are stated at cost of acquisition plus the Corporation’s equity in undistributed net income since acquisition. The Corporation’s equity in net income of these companies is included in non-operating income in the income statement. The Corporation consolidates the trading partnership in which it owns a 50% voting interest and over which it exercises control.
 
Intercompany transactions and accounts are eliminated in consolidation.
 
Revenue Recognition:  The Corporation recognizes revenues from the sale of crude oil, natural gas, petroleum products and other merchandise when title passes to the customer. Sales are reported net of excise and similar taxes in the consolidated statement of income. The Corporation recognizes revenues from the production of natural gas properties based on sales to customers. Differences between natural gas volumes sold and the Corporation’s share of natural gas production are not material. Revenues from natural gas and electricity sales by the Corporation’s marketing operations are recognized based on meter readings and estimated deliveries to customers since the last meter reading.
 
In its exploration and production activities, the Corporation enters into crude oil purchase and sale transactions with the same counterparty that are entered into in contemplation of one another for the primary purpose of changing location or quality. Similarly, in its marketing activities, the Corporation also enters into refined product purchase and sale transactions with the same counterparty. These arrangements are reported net in sales and other operating revenuerevenues in the consolidated statement of income.
 
Derivatives:  The Corporation utilizes derivative instruments for both non-trading and trading activities. In non-trading activities, the Corporation uses futures, forwards, options and swaps, individually or in combination, to mitigate its exposure to fluctuations in prices of crude oil, natural gas, refined products and electricity, and changes in foreign currency exchange rates. In trading activities, the Corporation, principally through a consolidated partnership, trades energy commodities derivatives, including futures, forwards, options and swaps based on expectations of future market conditions.
 
All derivative instruments are recorded at fair value in the Corporation’s balance sheet. The Corporation’s policy for recognizing the changes in fair value of derivatives varies based on the designation of the derivative. The changes in fair value of derivatives that are not designated as hedges under FAS No. 133 are recognized currently in


51


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

earnings. Derivatives may be designated as hedges of expected future cash flows or forecasted transactions (cash flow hedges) or hedges of firm commitments (fair value hedges). The effective portion of changes in fair value of


49


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
derivatives that are designated as cash flow hedges is recorded as a component of other comprehensive income (loss). Amounts included in accumulated other comprehensive income (loss) for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in earnings. The ineffective portion of changes in fair value of derivatives designated as cash flow hedges is recorded currently in earnings. Changes in fair value of derivatives designated as fair value hedges are recognized currently in earnings. The change in fair value of the related hedged commitment is recorded as an adjustment to its carrying amount and recognized currently in earnings.
 
Cash and Cash Equivalents:  Cash equivalents consist of highly liquid investments, which are readily convertible into cash and have maturities of three months or less when acquired.
 
Inventories:  Crude oil and refined product inventoriesInventories are valued at the lower of cost or market. For refined product inventories valued at cost, the Corporation uses principally thelast-in, first-out (LIFO) inventory method. Inventories of merchandise, materials and supplies are valued atFor the lower ofremaining inventories, cost is generally determined using average cost or market.actual costs.
 
Exploration and Development Costs:  Exploration and production activities are accounted for using the successful efforts method. Costs of acquiring unproved and proved oil and gas leasehold acreage, including lease bonuses, brokers’ fees and other related costs, are capitalized. Annual lease rentals, exploration expenses and exploratory dry hole costs are expensed as incurred. Costs of drilling and equipping productive wells, including development dry holes, and related production facilities are capitalized.
 
The costs of exploratory wells that find oil and gas reserves are capitalized pending determination of whether proved reserves have been found. In accordance with Financial Accounting Standards Board (FASB) Staff Position19-1,Accounting for Suspended Well Costs, which amended FAS No. 19,Financial Accounting and Reporting by Oil and Gas Producing Companies(FAS No. 19), exploratory drilling costs remain capitalized after drilling is completed if (1) the well has found a sufficient quantity of reserves to justify completion as a producing well and (2) sufficient progress is being made in assessing the reserves and the economic and operating viability of the project. If either of those criteria is not met, or if there is substantial doubt about the economic or operational viability of a project, the capitalized well costs are charged to expense. Indicators of sufficient progress in assessing reserves and the economic and operating viability of a project include commitment of project personnel, active negotiations for sales contracts with customers, negotiations with governments, operators and contractors, firm plans for additional drilling and other factors.
 
Depreciation, Depletion and Amortization:  The Corporation records depletion expense for acquisition costs of proved properties using the units of production method over proved oil and gas reserves. Depreciation and depletion expense for oil and gas production equipment and wells is calculated using the units of production method over proved developed oil and gas reserves. Depreciation of all other plant and equipment is determined on the straight-line method based on estimated useful lives. Retail gas stations and equipment related to a leased property, are depreciated over the estimated useful lives not to exceed the remaining lease period. Provisions for impairment of undeveloped oil and gas leases are based on periodic evaluations and other factors.
 
Capitalized Interest:  Interest from external borrowings is capitalized on material projects using the weighted average cost of outstanding borrowings until the project is substantially complete and ready for its intended use, which for oil and gas assets is at first production from the field. Capitalized interest is depreciated over the useful lives of the assets in the same manner as the depreciation of the underlying assets.
 
Asset Retirement Obligations:  The Corporation has material legal obligations to remove and dismantle long lived assets and to restore land or seabed at certain exploration and production locations. The Corporation accounts for asset retirement obligations as required by FAS No. 143,Accounting for Asset Retirement Obligationsand FASB Interpretation No. 47,Accounting for Conditional Asset Retirement Obligations.Under these standards, a liability is recognized for the fair value of legally required asset retirement obligations associated with long-lived assets in the period in which the retirement obligations are incurred. In addition, the fair value of any legally required conditional


5250


 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 

obligations are incurred. In addition, the fair value of any legally required conditional asset retirement obligations is recorded if the liability can be reasonably estimated. The Corporation capitalizes the associated asset retirement costs as part of the carrying amount of the long-lived assets.
 
Impairment of Long-Lived Assets:  The Corporation reviews long-lived assets, including oil and gas properties at a field level, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recovered. If the carrying amounts are not expected to be recovered by undiscounted future cash flows, the assets are impaired and an impairment loss is recorded. The amount of impairment is based on the estimated fair value of the assets generally determined by discounting anticipated future net cash flows. In the case of oil and gas fields, the net present value of future cash flows is based on management’s best estimate of future prices, which is determined with reference to recent historical prices and published forward prices, applied to projected production volumes of individual fields and discounted at a rate commensurate with the risks involved. The projected production volumes represent reserves, including probable reserves, expected to be produced based on a stipulated amount of capital expenditures. The production volumes, prices and timing of production are consistent with internal projections and other externally reported information. Oil and gas prices used for determining asset impairments will generally differ from the year-end prices used in the standardized measure of discounted future net cash flows.
 
Impairment of Equity Investees:  The Corporation reviews equity method investments for impairment whenever events or changes in circumstances indicate that an other than temporary decline in value has occurred. The amount of the impairment is based on quoted market prices, where available, or other valuation techniques.
 
Impairment of Goodwill:  In accordance with FAS No. 142,Goodwill and Other Intangible Assets, goodwill cannot beis not amortized; however, it is tested for impairment annually in the fourth quarter. This impairment test is calculated at the reporting unit level, which is the Exploration and Production operating segment for the Corporation’s goodwill. The Corporation identifies potential impairments by comparing the fair value of the reporting unit to its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the carrying value exceeds the fair value, the Corporation calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, an impairment would be recorded.
 
Maintenance and Repairs:  Maintenance and repairs are expensed as incurred. The estimatedincurred, including costs of refinery turnarounds are accrued.turnarounds. Capital improvements are recorded as additions in property, plant and equipment.
Effective January 1, 2007, the Corporation adopted Financial Accounting Standards Board (FASB) Staff Position (FSP) AUG AIR-1,Accounting for Planned Major Maintenance Activities.This FSP eliminated the previously acceptableaccrue-in-advance method of accounting for planned major maintenance. As required, the Corporation retrospectively applied the provisions of this FSP which resulted in a change of its method of accounting to recognize expenses associated with refinery turnarounds when such costs are incurred. The impact of adopting this FSP increased previously reported 2006 earnings by $4 million ($.01 per diluted share). In addition, previously reported 2005 net income decreased by $16 million ($.05 per diluted share) and retained earnings as of January 1, 2005 increased by approximately $48 million. All prior period amounts in the consolidated financial statements and accompanying notes reflect this retrospective accounting change.
 
Environmental Expenditures:  The Corporation accrues and expenses environmental costs to remediate existing conditions related to past operations when the future costs are probable and reasonably estimable. The Corporation capitalizes environmental expenditures that increase the life or efficiency of property or that reduce or prevent future environmental contamination.adverse impacts to the environment.
 
Share-Based Compensation:  EffectiveAll share-based compensation is expensed and recognized on a straight-line basis over the vesting period of the awards. Prior to the adoption of FAS No. 123R,Share-Based Payment, on January 1, 2006, the Corporation adopted FAS No. 123R,Share-Based Payment (FAS No. 123R) which requires thatrecorded compensation expense be recorded for all share based paymentsrestricted common stock awards and used the intrinsic value method to employees.account for employee stock options. The Corporation used the modified prospective application method for its adoption of FAS No. 123R, which requires that compensation cost be recorded for


51


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 No. 123R. The cumulative effect on prior years of this change in accounting was immaterial. Prior to adoption of FAS No. 123R, the Corporation recorded compensation expense for restricted common stock awards and 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, compensation expense was not recorded under this method. All share-based compensation expense is recognized on a straight-line basis over the vesting period of the awards.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Income Taxes:  Deferred income taxes are determined using the liability method. The Corporation regularly assesses the realizability of deferred tax assets, based on estimates of future taxable income, the availability of tax planning strategies, the existence of appreciated assets, the available carryforward periods for net operating losses and other factors.
The Corporation adopted the provisions of FASB Interpretation No. 48 (FIN-48) on January 1, 2007. The impact of adoption was not material to the Corporation’s financial position, results of operations or cash flows. A deferred tax asset of $28 million related to an acquired net operating loss carryforward was recorded in accordance with FIN 48 and goodwill was reduced. In addition, effective with its adoption of FIN-48, the Corporation recognizes the financial statement effect of a tax position only when management believes that it is more likely than not, that based on the technical merits, the position will be sustained upon examination. The Corporation does not provide for deferred U.S. income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. The Corporation classifies interest and penalties associated with uncertain tax positions as income tax expense.
 
Foreign Currency Translation:  The U.S. dollar is the functional currency (primary currency in which business is conducted) for most foreign operations. Adjustments resulting from translating monetary assets and liabilities that are denominated in a nonfunctional currency into the functional currency are recorded in other non-operating income. For operations that do not use the U.S. dollar as the functional currency, adjustments resulting from translating foreign currency assets and liabilities into U.S. dollars are recorded in a separate component of stockholders’ equity entitledtitled accumulated other comprehensive income (loss).
 
Recently Issued Accounting Standards:Standard:  In September 2006, the FASB issued Staff Position (FSP) AUG AIR-1,Accounting for Planned Major Maintenance Activities. This FSP eliminates the previously acceptableaccrue-in-advance method of accounting for planned major maintenance. As a result, the Corporation will retrospectively change its method of accounting for refinery turnarounds on January 1, 2007, the effective date of this pronouncement, to recognize expenses associated with refinery turnarounds when such costs are incurred. Under the retrospective method of adoption, the Corporation expects to increase 2006 earnings by approximately $4 million, reduce 2005 earnings by approximately $16 million and increase retained earnings as of January 1, 2005 by approximately $66 million.
In July 2006, the FASB issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes(FIN 48). FIN 48 prescribes the financial statement recognition and measurement criteria for a tax position taken or expected to be taken in a tax return. FIN 48 also requires additional disclosures related to uncertain income tax positions. As required, the Corporation will adopt the provisions of FIN 48 effective January 1, 2007. The Corporation has not concluded its evaluation of the impact of adopting of FIN 48 on its results of operations, financial position or cash flows.
In September 2006, the FASB issued FAS No. 157,Fair Value Measurements (FAS(FAS No. 157). FAS No. 157 establishes a framework for measuring fair value and requires disclosure of a fair value hierarchy, which applies broadly to financial and non-financial assets and liabilities measured at fair value under other authoritative accounting pronouncements. Additionally, theThe standard also requires increasedadditional disclosure ofabout the methods of determining fair value. The Corporation is currently evaluating the impact of adoption on its financial statements and, as required, will prospectively adopt the provisions of FAS No. 157 effective January 1, 2008. The Corporation believes that the impact of adopting FAS No. 157 on net income will not be material. In addition, the Corporation expects to record a reduction in the charge reflected in accumulated other comprehensive income relating to the Corporation’s crude oil hedging program of approximately $160 million, after income taxes.

2.  Acquisitions and Divestitures
2007:  In February 2007, the Corporation completed the acquisition of a 28% interest in the Genghis Khan oil and gas development located in the deepwater Gulf of Mexico on Green Canyon Blocks 652 and 608 for $371 million, of which $342 million was allocated to proved and unproved properties and the remainder to wells and equipment. The Genghis Khan development is part of the same geologic structure as the Shenzi development. This transaction was accounted for as an acquisition of assets.
During the second quarter of 2007, the Corporation completed the sale of its interests in the Scott and Telford fields located in the United Kingdom for $93 million and recorded a gain of $21 million ($15 million after income taxes). At the time of sale, these two fields were producing at a combined net rate of 6,500 barrels of oil per day.
2006:  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 included a25-year extension of the concessions and payments by the Corporation to the Libyan National Oil Corporation of $359 million. This transaction was accounted for as a business combination.


5452


 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2.  Items Affecting the Comparability of Income
 
The following table reflects items affecting comparabilitysummarizes the allocation of income between periods:the purchase price to assets and liabilities acquired (in millions):
 
                         
  Before Taxes  After Taxes 
  2006  2005  2004  2006  2005  2004 
  (Millions of dollars, income (expense)) 
 
Exploration and Production                        
Gains from asset sales $369  $48  $55  $236  $41  $54 
Income tax adjustments           (45)  11   19 
Accrued office closing costs  (30)     (15)  (18)     (9)
Hurricane related costs     (40)        (26)   
Legal settlement     19         11    
Marketing and Refining                        
LIFO inventory liquidation     51   20      32   12 
Charge related to customer bankruptcy     (13)        (8)   
Corporate                        
Tax on repatriated earnings              (72)   
Premiums on bond repurchases     (39)        (26)   
Income tax adjustments                 13 
Insurance accrual        (20)        (13)
                         
  $339  $26  $40  $173  $(37) $76 
                         
     
Property, plant and equipment $362 
Goodwill  236 
     
Total assets acquired  598 
Current liabilities  (3)
Deferred tax liabilities  (236)
     
Net assets acquired $359 
     
 
ExplorationThe goodwill recorded in this transaction relates to the deferred tax liability recorded for the difference in book and Production:tax bases of the assets acquired. The goodwill is not expected to be deductible for income tax purposes. The primary reason for the Libyan investment was to acquire long-lived crude oil reserves.
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 a25-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 oil and gas 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). These assets were producing at a combined net rate of approximately 5,500 barrels of oil equivalent per day at the time of sale. In June 2006, the Corporation also completed the sale of certain 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 at the time of sale. In 2005, the Corporation sold non-producing properties in the United Kingdom and exchanged a mature North Sea asset for an increased interest in the Pangkah development in Indonesia. In 2004, the Corporation sold an office building in Scotland, a non-producing property in Malaysia and two mature Gulf of Mexico properties.
The Corporation accrued $30 million in 2006 and $15 million in 2004 for vacated leased office space in the United Kingdom. These expenses are reflected principally in general and administrative expense in the income statement. The remaining accrual balance was $49 million at December 31, 2006 and $31 million at December 31, 2005 after payments of $12 million in 2006 and $8 million in 2005.
During 2006, the United Kingdom increased the supplementary tax on petroleum operations from 10% to 20%. As a result, the Corporation recorded a $45 million adjustment to its United Kingdom deferred tax liability. The Exploration and Production income tax adjustments in 2005 reflect the effect on deferred income taxes of a reduction in the income tax rate in Denmark and a tax settlement in the United Kingdom. In 2004, the foreign income tax benefits resulted from a tax law change and a tax settlement.
In 2005, the Corporation incurred incremental expenses, principally repair costs and higher insurance premiums, as a result of hurricane damage in the Gulf of Mexico that are included in production expenses in


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the income statement. The legal settlement in 2005 resulted from the favorable resolution of contingencies on a prior year asset sale that is reflected in non-operating income in the income statement.
Marketing and Refining:  Earnings include income from the liquidation of prior year LIFO inventories in 2005 and 2004. In 2005, earnings included a charge resulting from the bankruptcy of a customer in the utility industry that is included in marketing expenses in the income statement.
Corporate:  In 2005, expenses include charges for premiums on bond repurchases, which are reflected in non-operating income (expense) in the income statement. In 2004, the Corporation recorded $20 million of insurance costs related to retrospective premium increases and a $13 million income tax benefit arising from the settlement of a federal tax audit.
 
3.Acquisitions
2006 Acquisitions:  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 included a25-year extension of the concessions and payments by the Corporation to the Libyan National Oil Corporation of $359 million. This transaction was accounted for as a business combination.
The following table summarizes the allocation of the purchase price to assets and liabilities acquired (in millions):
     
Property, plant and equipment $362 
Goodwill  236 
     
Total assets acquired  598 
Current liabilities  (3)
Deferred tax liabilities  (236)
     
Net assets acquired $359 
     
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. The primary reason for the Libyan investment was to acquire long-lived crude oil reserves. The Corporation’s share of production from Libya averaged 23,000 barrels of oil equivalent per day in 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 a25-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.
2005 Acquisitions:  The Corporation spent approximately $400 million during 2005 to acquire a controlling interest in a corporate joint venture, additional licenses and other assets in the Volga-Urals region of Russia. The primary reason for the Russian investments was to acquire long-lived crude oil reserves. Substantially all of the acquisition cost was allocated to unproved and proved properties.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.  Inventories
 
Inventories at December 31 are as follows:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Crude oil and other charge stocks $202  $161  $338  $202 
Refined products and natural gas  1,185   1,149   1,577   1,185 
Less: LIFO adjustment  (676)  (656)  (1,029)  (676)
          
  711   654   886   711 
Merchandise, materials and supplies  294   201   364   294 
          
Total $1,005  $855  $1,250  $1,005 
          
 
The percentage of LIFO inventory to total crude oil, refined products and natural gas inventories was 66%69% and 68%66% at December 31, 2007 and 2006, respectively. During 2007 and 2005 respectively. During 2005 and 2004, the Corporation reduced LIFO inventories, which are carried at lower costs than current inventory costs. The effect of the LIFO inventory liquidations was to decrease cost of products sold by approximately $38 million in 2007 ($24 million after income taxes) and $51 million in 2005 and $20($32 million in 2004.after income taxes).


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
5.4.  Refining Joint Venture
 
The Corporation has an investment in HOVENSA L.L.C., a 50% joint venture with Petroleos de Venezuela, S.A. (PDVSA), which is accounted for using the equity method. HOVENSA owns and operates a refinery in the U.S. Virgin Islands. Summarized financial information for HOVENSA as of December 31 and for the years then ended follows:
 
             
  2006  2005  2004 
  (Millions of dollars) 
 
Summarized Balance Sheet, at December 31            
Cash and cash equivalents $290  $612  $518 
Short-term investments     263   39 
Other current assets  943   814   636 
Net fixed assets  2,123   1,950   1,843 
Other assets  32   39   36 
Current liabilities  (1,060)  (996)  (606)
Long-term debt  (252)  (252)  (252)
Deferred liabilities and credits  (108)  (57)  (48)
             
Partners’ equity $1,968  $2,373  $2,166 
             
Summarized Income Statement, for the Years Ended December 31            
Total revenues $11,788  $10,439  $7,776 
Costs and expenses  (11,377)  (9,682)  (7,282)
             
Net income $411  $757  $494 
             
Hess Corporation’s share* $203  $376  $244 
             


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Summarized Balance Sheet, at December 31            
Cash and cash equivalents $279  $290  $612 
Short-term investments        263 
Other current assets  1,183   943   814 
Net fixed assets  2,181   2,123   1,950 
Other assets  62   32   39 
Current liabilities  (1,459)  (1,013)  (919)
Long-term debt  (356)  (252)  (252)
Deferred liabilities and credits  (75)  (70)  (44)
       
Partners’ equity $1,815  $2,053  $2,463 
       
Summarized Income Statement, for the Years Ended December 31            
Total revenues $13,396  $11,788  $10,439 
Costs and expenses  (13,039)  (11,381)  (9,694)
       
Net income $357  $407  $745 
       
Hess Corporation’s share* $176  $201  $370 
       
Summarized Cash Flow Statement, for the Years Ended December 31                        
Net cash provided by (used in):                        
Operating activities $484  $1,070  $656  $654  $484  $1,070 
Investing activities  (10)  (426)  (167)  (165)  (10)  (426)
Financing activities  (796)  (550)  (312)  (500)  (796)  (550)
              
Net increase (decrease) in cash and cash equivalents $(322) $94  $177  $(11) $(322) $94 
              
 
 
*Before Virgin Islands income taxes, which were recorded in the Corporation’s income tax provision.
 
The Corporation received cash distributions from HOVENSA of $300 million, $400 million and $275 million during 2007, 2006 and $88 million during 2006, 2005, and 2004, respectively. The Corporation’s share of HOVENSA’s undistributed income aggregated $302$220 million at December 31, 2006.2007.
 
The Corporation guarantees the payment of up to 50% of the value of HOVENSA’s crude oil purchases from suppliers other than PDVSA. The guarantee amounted to $229$277 million at December 31, 2006.2007. This amount fluctuates based on the volume of crude oil purchased and the related crude oil prices. In addition, the Corporation has agreed to provide funding up to a current maximum of $15 million to the extent HOVENSA does not have funds to meet its senior debt obligations.
 
At formation of the joint venture in 1999, PDVSA V.I., a wholly-owned subsidiary of PDVSA, purchased a 50% interest in the fixed assets of the Corporation’s Virgin Islands refinery for $62.5 million in cash and a10-year note from PDVSA V.I. for $562.5 million bearing interest at 8.46% per annum and requiring principal payments


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
over its term. The principal balance of the note, was $137 million and $212 million at December 31, 2006 and 2005, respectively, which is due to be fully repaid by February 2009.2009, was $76 million and $137 million at December 31, 2007 and 2006, respectively.
 
6.5.  Property, Plant and Equipment
 
Property, plant and equipment at December 31 consists of the following:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Exploration and Production                
Unproved properties $1,231  $629  $1,688  $1,231 
Proved properties  3,298   3,490   3,350   3,298 
Wells, equipment and related facilities  15,670   13,717   17,865   15,670 
Marketing and Refining  1,781   1,628 
     
  22,903   20,199 
Marketing, Refining and Corporate  1,928   1,781 
          
Total — at cost  21,980   19,464   24,831   21,980 
Less reserves for depreciation, depletion, amortization and lease impairment  9,672   9,952   10,197   9,672 
          
Property, plant and equipment - net $12,308  $9,512 
Property, plant and equipment — net $14,634  $12,308 
          

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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 

In the fourth quarter of 2007 the Corporation recorded asset impairments at two mature fields in the United Kingdom North Sea. The pre-tax amount of this charge was $112 million ($56 million after income taxes) and is reflected in depreciation, depletion and amortization.
The following table discloses the amount of capitalized exploratory well costs pending determination of proved reserves at December 31, and the changes therein during the respective years:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Beginning balance at January 1 $244  $220  $225  $399  $244  $220 
Additions to capitalized exploratory well costs pending the determination of proved reserves  299   97   150   229   299   97 
Reclassifications to wells, facilities, and equipment based on the determination of proved reserves  (144)  (12)  (149)  (20)  (144)  (12)
Capitalized exploratory well costs charged to expense     (61)  (6)        (61)
              
Ending balance at December 31 $399  $244  $220  $608  $399  $244 
              
Number of wells at end of year  28   16   15   30   28   16 
              
 
The preceding table excludes exploratory dry hole costs of $65 million, $241 million and $109 million in 2007, 2006 and $75 million in 2006, 2005, respectively, which were incurred and 2004, respectively, relating to wells that were drilled andsubsequently expensed in the same year.
 
At December 31, 2006,2007, expenditures related to exploratory drilling costs in excess of one year old were capitalized as follows (in millions):
 
       
2003 $46  $46 
2004  8   8 
2005  17   17 
2006  233 
      
 $71  $304 
      
 
The capitalized well costs in excess of one year relate to 5 projects which meet the requirements of FASB Staff Position19-1.11 projects. Approximately 75%70% of the costs relates to two projects for which additional drilling is firmly planned in the deepwater Gulf of Mexico where appraisal wells were being drilled at December 31, 2007. The


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
remainder of the costs relate to projects where appraisal and development approvalsactivities are ongoing or natural gas sales contracts are being actively pursued.
 
7.6.  Asset Retirement Obligations
 
The following table describes changes to the Corporation’s asset retirement obligations:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Asset retirement obligations at January 1 $564  $511  $882  $564 
Liabilities incurred  16   8   62   16 
Liabilities settled or disposed of  (118)  (26)  (51)  (60)
Accretion expense  44   33   50   44 
Revisions  282   62   84   282 
Foreign currency translation  36   (24)  28   36 
          
Asset retirement obligations at December 31 $824  $564   1,055   882 
Less: current obligations  39   58 
          
Long-term obligations at December 31 $1,016  $824 
     
 
The increase in revisions in 2006 isRevisions are primarily attributable to higher service and equipment costs in the oil and gas industry.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
8.7.  Long-Term Debt
 
Long-term debt at December 31 consists of the following:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Revolving credit facility, weighted average rate 6.2% $300  $600 
Asset-backed credit facility, weighted average rate 5.5%  318    
Revolving credit facility, weighted average rate 6.3% $220  $300 
Asset-backed credit facility, weighted average rate 5.6%  250   318 
Short-term credit facilities, weighted average rate 5.5%  350    
Fixed rate debentures:                
7.4% due 2009  103   103   103   103 
6.7% due 2011  662   662   662   662 
7.9% due 2029  693   693   694   693 
7.3% due 2031  745   745   745   745 
7.1% due 2033  598   598   598   598 
          
Total fixed rate debentures  2,801   2,801   2,802   2,801 
Fixed rate notes, payable principally to insurance companies, weighted average rate 9.1%, due through 2014  145   163   126   145 
Project lease financing, weighted average rate 5.1%, due through 2014  148   161   140   148 
Pollution control revenue bonds, weighted average rate 5.9%, due through 2034  53   52   53   53 
Other loans, weighted average rate 7.0%, due through 2019  7   8 
Other loans, weighted average rate 7.7%, due through 2019  39   7 
          
  3,772   3,785   3,980   3,772 
Less: amount included in current maturities  27   26   62   27 
          
Total $3,745  $3,759  $3,918  $3,745 
          
 
The aggregate long-term debt maturing during the next five years is as follows (in millions): 2007 – $272008 — $62 (included in current liabilities); 2008 – $28; 2009  $143; 2010 – $30— $29; 2011 — $698 and 2011 – $1,310.2012 — $845.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
At December 31, 2006,2007, the Corporation’s fixed rate debentures have a principal amount of $2,816 million ($2,8012,802 million net of unamortized discount). Interest rates on the outstanding fixed rate debentures have a weighted average rate of 7.3%.
 
During 2006, theThe Corporation amended and restated its existinghas a $3.0 billion syndicated revolving credit facility (the revolving credit facility) to increase the credit line to $3.0 billion from $2.5 billion and extend the term to May 2011 from December 2009. The facility, which can be used for borrowings and letters of credit.credit, substantially all of which is committed through May 2012. At December 31, 2006,2007, the Corporation has available capacity on the facility of $2.7 billion.$2,780 million. Current borrowings under the facility bear interest at 0.525% above the London Interbank Offered Rate and a facility fee of 0.125% per annum is payable on the amount of the credit line. The interest rate and facility fee are subject to adjustment if the Corporation’s credit rating changes.
 
The Corporation has ana364-day asset-backed credit facility securitized by certain accounts receivable from its marketing operations, which are sold to a wholly-owned subsidiary. This asset-backed funding arrangement allows the Corporation to borrow up to $800 million subject to sufficient levels of eligible receivables. The credit line has a364-day maturity.matures in October 2008. Borrowings under the asset-backed credit facility represent floating rate debt for which the weighted average interest rate was 5.5%5.6% for 2006. Outstanding borrowings of $318 million at December 31, 2006 are classified as long term based on the Corporation’s available capacity under the committed revolving credit facility.2007. At December 31, 2006,2007, total collateralized accounts receivable of approximately $1,100$1,336 million are serviced by the Corporation and recorded on its balance sheet but are not available to pay the general obligations of the Corporation before repayment of outstanding borrowings under the asset-backed facility.


60


 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIESAt December 31, 2007, the Corporation classified an aggregate of $600 million of borrowings under short-term credit facilities as long term debt, based on the available capacity under the $3.0 billion syndicated revolving credit facility. These borrowings consist of $300 million under a short-term committed facility, $250 million under the asset-backed credit facility and $50 million under uncommitted lines at December 31, 2007.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The Corporation’s long-term debt agreements contain a financial covenant that restricts the amount of total borrowings and secured debt and cash dividends.debt. At December 31, 2006,2007, the Corporation is permitted to borrow up to an additional $9.7$12.3 billion for the construction or acquisition of assets. The Corporation has the ability to borrow up to an additional $2.2$2.6 billion of secured debt at December 31, 2006. At year-end, the amount that can be borrowed for the payment of dividends or stock repurchases is $3.7 billion.2007.
 
The total amount of interest paid (net of amounts capitalized), principally on short-term and long-term debt, was $257 million, $200 million and $245 million in 2007, 2006 and $243 million in 2006, 2005, and 2004, respectively. The Corporation capitalized interest of $50 million, $100 million and $80 million in 2007, 2006 and $542005, respectively. In 2005, the Corporation recorded charges of $39 million ($26 million after income taxes) for premiums on bond repurchases, which are reflected in 2006, 2005 and 2004, respectively.other income in the income statement.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
9.8.  Share-Based Compensation
 
The Corporation awards restricted common stock and stock options under its Amended and Restated 1995 Long-Term Incentive Plan. Generally, stock options vest fromin one to three years from the date of grant, have a10-year option life, and the exercise price equals or exceeds the market price on the date of grant. Outstanding restricted common stock generally vests in three to five years from the date of grant.
 
Share-based compensation expense was $68 million ($42 million after income taxes) forconsists of the year ended December 31, 2006, of which $30 million ($19 million after income taxes) related to stock options and the remainder related to restricted stock. Stock option expense recorded in the year 2006 reduced basic and diluted earnings per share by $.07 and $.06, respectively. following:
                 
  Before Taxes  After Taxes 
  2007  2006  2007  2006 
  (Millions of dollars) 
 
Stock options $36  $30  $23  $19 
Restricted stock  51   38   31   23 
                 
Total $87  $68  $54  $42 
                 
Total pre-tax compensation expense for restricted common stock was $28 million in 2005 and $17 million in 2004.
2005. The following pro forma financial information for the year ended December 31, 2005 presents the effect on net income and earnings per share as if the Corporation commenced expensing of stock options on January 1, 20042005 instead of on January 1, 2006.2006 (millions of dollars, except per share data).
 
        
 2005 2004 
 (Millions of dollars, except per share data) 
    
Net income $1,242  $977  $1,226 
Add: stock-based employee compensation expense included in net income, net of taxes  18   11   18 
Less: total stock-based employee compensation expense determined using the fair value method, net of taxes  (37)  (18)  (37)
        
Pro forma net income $1,223  $970  $1,207 
        
Net income per share as reported*        
Net income per share as reported    
Basic $4.38  $ 3.46  $4.32 
Diluted  3.98   3.19   3.93 
Pro forma net income per share*        
Pro forma net income per share    
Basic $4.31  $3.44  $4.25 
Diluted  3.92   3.17   3.87 
 
*Per share amounts in both periods reflect the impact of a3-for-1 stock split on May 31, 2006.
 
Based on restricted stock and stock option awards outstanding at December 31, 2006,2007, unearned compensation expense, before income taxes, will be recognized in future years as follows: 2007 — $56 million,follows (in millions): 2008 — $34 million and$68, 2009 — $4 million.$39 and 2010 — $5.


6158


 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The Corporation’s stock option and restricted stock activity consisted of the following:
 
                                
 Stock Options Restricted Stock  Stock Options Restricted Stock 
   Weighted-
 Shares of
 Weighted-
    Weighted-
 Shares of
 Weighted-
 
   Average
 Restricted
 Average
    Average
 Restricted
 Average
 
   Exercise Price
 Common
 Price on Date
    Exercise Price
 Common
 Price on Date
 
 Options* per Share* Stock* of Grant*  Options per Share Stock of Grant 
 (Thousands)   (Thousands)    (Thousands)   (Thousands)   
Outstanding at January 1, 2004  12,471  $19.51   3,729  $17.55 
Granted  3,594   24.26   1,268   24.32 
Exercised  (4,614)  19.51       
Vested        (253)  16.99 
Forfeited  (90)  21.98   (340)  17.73 
     
Outstanding at December 31, 2004  11,361   21.00   4,404   19.52 
Outstanding at January 1, 2005  11,361  $21.00   4,404  $19.52 
Granted  3,282   30.91   1,121   30.79   3,282   30.91   1,121   30.79 
Exercised  (3,099)  19.96         (3,099)  19.96       
Vested        (989)  19.89         (989)  19.89 
Forfeited  (93)  24.85   (173)  19.67   (93)  24.85   (173)  19.67 
          
Outstanding at December 31, 2005  11,451   24.09   4,363   22.32   11,451   24.09   4,363   22.32 
Granted  2,853   49.46   984   50.40   2,853   49.46   984   50.40 
Exercised  (1,283)  22.96         (1,283)  22.96       
Vested        (237)  22.78         (237)  22.78 
Forfeited  (98)  40.07   (66)  30.24   (98)  40.07   (66)  30.24 
          
Outstanding at December 31, 2006  12,923   29.68   5,044   27.68   12,923   29.68   5,044   27.68 
Granted  3,066   53.82   1,032   53.92 
Exercised  (4,566)  24.07       
Vested        (1,184)  24.53 
Forfeited  (131)  46.41   (91)  36.40 
          
Exercisable at December 31, 2004  7,821  $19.52         
Outstanding at December 31, 2007  11,292   38.31   4,801   33.93 
     
Exercisable at December 31, 2005  8,181   21.36           8,181  $21.36         
Exercisable at December 31, 2006  6,832   22.08           6,832   22.08         
Exercisable at December 31, 2007  5,408   27.34         
 
*Stock options, restricted stock and weighted average exercise prices per share in all periods reflect the impact of a3-for-1 stock split on May 31, 2006.
 
The table below summarizes information regarding the Company’s outstanding and exercisable stock options as of December 31, 2006:2007:
 
                     
     Outstanding Options  Exercisable Options 
     Weighted-
          
     Average
  Weighted-
     Weighted-
 
     Remaining
  Average
     Average
 
Range of
    Contractual
  Exercise Price
     Exercise Price
 
Exercise Prices
 Options*  Life  per Share*  Options*  per Share* 
  (Thousands)        (Thousands)    
 
$10.01 – $20.00  3,413   4  $18.89   3,413  $18.89 
$20.01 – $40.00  6,528   7   26.39   3,358   24.91 
$40.01 – $60.00  2,982   9   49.23   61   45.41 
                     
   12,923   7   29.68   6,832   22.08 
                     
                     
     Outstanding Options  Exercisable Options 
     Weighted-
          
     Average
  Weighted-
     Weighted-
 
     Remaining
  Average
     Average
 
Range of
    Contractual
  Exercise Price
     Exercise Price
 
Exercise Prices
 Options  Life  per Share  Options  per Share 
  (Thousands)  (Years)     (Thousands)    
 
$10.00 – $25.00  3,438   5  $21.27   3,438  $21.27 
$25.01 – $50.00  4,785   8   40.60   1,957   37.83 
$50.01 – $75.00  3,069   9   53.83   13   53.58 
                     
   11,292   7   38.31   5,408   27.34 
                     
 
*Stock options and weighted average exercise prices per share reflect the impact of a3-for-1 stock split on May 31, 2006.


62


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The intrinsic value (or the amount by which the market price of the Corporation’s Common Stock exceeds the exercise price of an option) for outstanding options and exercisable options at December 31, 20062007 was $257$706 million and $188$398 million, respectively. At December 31, 2006,2007, assuming forfeitures of 2% per year, the number of


59


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
outstanding options that are expected to vest is 12,736,00011,100,000 shares with a weighted average exercise price of $29.53$38.12 per share. At December 31, 20062007 the weighted average remaining term of exercisable options was 5 years and the remaining term of all outstanding options was 76 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:
 
                        
 2006 2005 2004  2007 2006 2005 
Risk free interest rate  4.50%  3.90%  4.30%  4.70%  4.50%  3.90%
Stock price volatility  .321   .300   .293   .316   .321   .300 
Dividend yield  .80%  1.30%  1.70%  .75%  .80%  1.30%
Expected term in years  5   7   7   5   5   7 
Weighted average fair value per option granted $16.50  $10.51  $7.92  $18.07  $16.50  $10.51 
 
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.
 
At December 31, 2006,2007, the number of common shares reserved for issuance under the 1995 Long-Term Incentive Plan is as follows (in thousands):
 
     
Total common shares reserved for issuance  24,62119,113 
Less: stock options outstanding  12,92311,292 
     
Available for future awards of restricted stock and stock options  11,6987,821 
     
 
10.9.  Foreign Currency Translation
 
Foreign currency gains (losses) before income taxes amounted to $17 million in 2007, $21 million in 2006 and $(5) million in 2005 and $29 million in 2004.2005. The balances in accumulated other comprehensive income (loss) related to foreign currency translation were reductions in stockholders’ equity of $3 million at December 31, 2007 and $61 million at December 31, 2006 and $92 million at December 31, 2005.2006.
 
11.10.  Retirement Plans
 
The Corporation has funded noncontributory defined benefit pension plans for a significant portion of its employees. In addition, the Corporation has an unfunded supplemental pension plan covering certain employees. The unfunded supplemental pension plan provides for incremental pension payments from the Corporation’s fundsCorporation so that total pension payments equal amounts that would have been payable from the Corporation’s principal pension plans, were it not for limitations imposed by income tax regulations. The plans provide defined benefits based on years of service and final average salary. Additionally, the Corporation maintains aan unfunded postretirement medical plan that provides health benefits to certain qualified retirees from ages 55 through 65. The Corporation uses December 31 as the measurement date for all of these retirement plans.
 
Effective December 31, 2006, the Corporation prospectively adopted FAS No. 158,Employer’s Accounting For Defined Benefit Pension and Other Postretirement Plans(FAS No. 158), which requiresrequired recognition on the balance sheet of the underfunded status of a defined benefit postretirement plan measured as the difference between


63


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the fair value of plan assets and the benefit obligation. The benefit obligation is defined as the projected benefit obligation for pension plans and the accumulated postretirement obligation for postretirement medical plans. The Corporation recognizes on the balance sheet all changes in the funded status of its defined benefit postretirement plans in the year in which such changes occur. As a result of adopting FAS 158, the Corporation recorded an after-taxafter-


60


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
tax decrease in year-end 2006 stockholders’ equity of $142 million ($225 million before-tax) by increasing accumulated other comprehensive income (loss). The following table reflects the impact of adopting FAS No. 158 effective December 31, 2006:
     
  (Millions of dollars) 
 
Decrease in prepaid benefit cost(a) $78 
Decrease in intangible assets(a)  2 
Increase in accrued benefit liability(b)  145 
Charge to accumulated other comprehensive income (loss)  225 
(a)Included within Other assets on the Corporation’s balance sheet
(b)Included within Other liabilities and deferred credits on the Corporation’s balance sheet
 
The following table reconciles the benefit obligation and the fair value of plan assets and shows the funded status of the pension and postretirement medical plans:
 
                                            
 Funded
 Unfunded
 Postretirement
  Funded
 Unfunded
 Postretirement
 
 Pension Plans Pension Plan Medical Plan  Pension Plans Pension Plan Medical Plan 
 2006 2005 2006 2005 2006 2005  2007 2006 2007 2006 2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Change in benefit obligation                                                
Balance at January 1 $1,030  $925  $105  $77  $73  $71  $1,098  $1,030  $114  $105  $89  $73 
Service cost  31   26   4   4   3   2   36   31   5   4   3   3 
Interest cost  57   53   6   5   5   4   65   57   8   6   4   5 
Actuarial loss  16   60   4   24   11    
Actuarial (gain) loss  (26)  16   30   4   (5)  11 
Benefit payments  (36)  (34)  (5)  (5)  (3)  (4)  (37)  (36)  (10)  (5)  (5)  (3)
                          
Balance at December 31  1,098   1,030   114   105   89   73   1,136   1,098   147   114   86   89 
                          
Change in fair value of plan assets                                                
Balance at January 1  826   750    —            961   826             
Actual return on plan assets  126   42    —            74   126             
Employer contributions  45   68   5   5   3   4   77   45   10   5   5   3 
Benefit payments  (36)  (34)  (5)  (5)  (3)  (4)  (37)  (36)  (10)  (5)  (5)  (3)
                          
Balance at December 31  961   826               1,075   961             
                          
Funded status (plan assets less than benefit obligations) at December 31  (137)  (204)  (114)*  (105)*  (89)  (73)  (61)  (137)  (147)*  (114)*  (86)  (89)
Unrecognized net actuarial loss  205   278   51   53   34   26 
Unrecognized net actuarial gain (loss)  162   205   75   51   27   34 
Unrecognized prior service cost     1   3   3   (2)  (3)        2   3   (1)  (2)
                          
Net amount recognized $68  $75  $(60) $(49) $(57) $(50) $101  $68  $(70) $(60) $(60) $(57)
                          
 
 
*The trust established by the Corporation to fund the supplemental plan held assets valued at $88 million at December 31, 2007 and $76 million at December 31, 2006 and $53 million at December 31, 2005.2006.


64


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Amounts recognized in the consolidated balance sheet at December 31 consist of the following:
 
                                              
 Funded
 Unfunded
 Postretirement
  Funded
 Unfunded
 Postretirement
 
 Pension Plans Pension Plan Medical Plan  Pension Plans Pension Plan Medical Plan 
 2006 2005 2006 2005 2006 2005  2007 2006 2007 2006 2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Accrued benefit liability $ (137) $  (93) $ (114) $  (83) $  (89) $  (50) $(61) $(137) $(147) $(114) $(86) $(89)
Intangible assets      1    —   3    —    
Accumulated other comprehensive income (loss)*  205   167   54   31   32      162   205   77   54   26   32 
                          
Net amount recognized $68  $75  $(60) $(49) $(57) $(50) $101  $68  $(70) $(60) $(60) $(57)
                          
 
*The amount included in accumulated other comprehensive income (loss) after income taxes was $166 million at December 31, 2007 and $183 million at December 31, 2006 and $131 million at December 31, 2005.2006.
 
The accumulated benefit obligation for the funded defined benefit pension plans was $1,019 million at December 31, 2007 and $996 million at December 31, 2006 and $919 million at December 31, 2005.2006. The accumulated benefit obligation for the unfunded defined benefit pension plan was $120 million at December 31, 2007 and $96 million at December 31, 2006 and $83 million at December 31, 2005.2006.


61


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Components of net periodic benefit cost for funded and unfunded pension plans and the postretirement medical plan consisted of the following:
 
                                             
 Pension Plans Postretirement Medical Plan  Pension Plans Postretirement Medical Plan 
 2006 2005 2004 2006 2005 2004  2007 2006 2005 2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Service cost $  34  $  30  $  26  $   3  $   3  $   2  $41  $34  $30  $3  $3  $3 
Interest cost  63   58   54   5   4   4   73   63   58   4   5   4 
Expected return on plan assets  (63)  (56)  (56)           (74)  (63)  (56)         
Amortization of prior service cost  1   2   2   (1)  (1)  (1)  1   1   2   (1)  (1)  (1)
Amortization of net loss  30   24   16            22   30   24          
Settlement loss        6   3   1   1            2   3   1 
                          
Net periodic benefit cost $65  $58  $48  $10  $7  $6  $63  $65  $58  $8  $10  $7 
                          
 
 
Prior service costs and actuarial gains and losses in excess of 10% of the greater of the benefit obligation or the market value of assets are amortized over the average remaining service period of active employees.
 
The Corporation’s 20072008 pension and postretirement medical expense is estimated to be approximately $70$65 million, of which $25approximately $15 million relates to the amortization of estimated actuarial losses.


65


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The weighted-average actuarial assumptions used by the Corporation’s funded and unfunded pension plans were as follows:
 
                  
 2006 2005 2004  2007 2006 2005 
Weighted-average assumptions used to determine benefit obligations at December 31                        
Discount rate  5.8%  5.5%  5.8%  6.3%  5.8%  5.5%
Rate of compensation increase  4.4   4.3   4.5   4.4   4.4   4.3 
Weighted-average assumptions used to determine net benefit cost for years ended December 31                        
Discount rate  5.5   5.8   6.2   5.8   5.5   5.8 
Expected return on plan assets  7.5   7.5   8.5   7.5   7.5   7.5 
Rate of compensation increase  4.3   4.5   4.5   4.4   4.3   4.5 
 
 
The actuarial assumptions used by the Corporation’s postretirement health benefit plan were as follows:
 
                        
 2006 2005 2004  2007 2006 2005 
Assumptions used to determine benefit obligations at December 31                        
Discount rate  5.8%  5.5%  5.8%  6.3%  5.8%  5.5%
Initial health care trend rate  8.0%  9.0%  10.0%  9.0%  8.0%  9.0%
Ultimate trend rate  4.5%  4.5%  4.5%  4.5%  4.5%  4.5%
Year in which ultimate trend rate is reached  2011   2011   2011   2013   2011   2011 
 
 
The assumptions used to determine net periodic benefit cost for each year were established at the end of each previous year while the assumptions used to determine benefit obligations were established at each year-end. The net periodic benefit cost and the actuarial present value of benefit obligations are based on actuarial assumptions that are reviewed on an annual basis. The discount rate is developed based on a portfolio of high-quality, fixed-income debt instruments with maturities that approximate the expected payment of plan obligations. The overall


62


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
expected return on plan assets is developed from the expected future returns for each asset category, weighted by the target allocation of pension assets to that asset category. The Corporation engages an independent investment consultant to assist in the development of these expected returns.
 
The Corporation’s investment strategy is to maximize returns at an acceptable level of risk through broad diversification of plan assets in a variety of asset classes. Asset classes and target allocations are determined by the Company’s investment committee and include domestic and foreign equities, fixed income securities, and other investments, including hedge funds, real estate and private equity. Investment managers are prohibited from investing in securities issued by the Corporation unless indirectly held as part of an index strategy. The majority of plan assets are highly liquid, providing ample liquidity for benefit payment requirements.
 
The Corporation’s funded pension plan assets by asset category are as follows:
 
                    
   At
    At
 
 Target
 December 31  Target
 December 31 
Asset Category
 Allocation 2006 2005  Allocation 2007 2006 
Equity securities  55%  61%  61%  50%  57%  61%
Debt securities  35   34   35   25   29   34 
Other  10   5   4 
Other investments  25   14   5 
              
Total  100%  100%  100%  100%  100%  100%
              
 


66


 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Asset allocations are rebalanced on a periodic basis throughout the year to bring assets to within an acceptable range of target levels.
 
The Corporation has budgeted contributions of approximately $65$75 million to its funded pension plans in 2007.2008. The Corporation also has budgeted contributions of approximately $15$25 million to the trust established for the unfunded plan.
 
Estimated future benefit payments for the funded and unfunded pension plans and the postretirement health benefit plan, which reflect expected future service, are as follows:
 
        
 (Millions of dollars)  (Millions of dollars) 
2007 $52 
2008  55  $54 
2009  59   60 
2010  67   69 
2011  79   92 
Years 2012 to 2016  420 
2012  77 
Years 2013 to 2017  474 
 
 
The Corporation also contributes to several defined contribution plans for eligible employees. Employees may contribute a portion of their compensation to the plans and the Corporation matches a portion of the employee contributions. The Corporation recorded expense of $19 million in 2007, $16 million in 2006 and $14 million in 2005 and $13 million in 2004 for contributions to these plans.


63


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
12.11.  Income Taxes
 
The provision for (benefit from) income taxes on income from continuing operations consisted of:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
United States Federal                        
Current $4  $50  $  $2  $4  $50 
Deferred  93   (314)  (162)  62   96   (321)
State  19   (14)  (23)  (149)  19   (14)
              
  116   (278)  (185)  (85)(a)  119   (285)
              
Foreign                        
Current  1,836   1,047   801   1,898   1,836   1,047 
Deferred  143   220   (28)  64   142   218 
              
  1,979   1,267   773   1,962   1,978   1,265 
              
Adjustment of deferred tax liability for foreign income tax rate change  29   (5)     (5)  29   (5)
              
Total provision for income taxes on continuing operations* $2,124  $984  $588 
Total provision for income taxes $1,872  $2,126  $975 
              
(a)Includes a provision for an increase in the valuation allowance for foreign tax credit carryforwards of $81 million and a benefit from a decrease in the valuation allowance for state net operating loss carryforwards of $96 million.
Income (loss) before income taxes consisted of the following:
             
  2007  2006  2005 
  (Millions of dollars) 
 
United States(a) $(228) $406  $(960)
Foreign(b)  3,932   3,640   3,161 
             
Total income before income taxes $3,704  $4,046  $2,201 
             
 
 
*(a)See note 2 for items affecting comparability of income taxes between years.


67


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income (loss) from continuing operations before income taxes consisted of the following:
             
  2006  2005  2004 
  (Millions of dollars) 
 
United States(a) $398  $(941) $(411)
Foreign(b)  3,642   3,167   1,969 
             
Total income from continuing operations before income taxes $4,040  $2,226  $1,558 
             
(a)Includes substantially all of the Corporation’s interest expense and the results of hedging activities.
 
(b)Foreign income includes the Corporation’s Virgin Islands and other operations located outside of the United States.


64


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Deferred income taxes arise from temporary differences between the tax bases of assets and liabilities and their recorded amounts in the financial statements. A summary of the components of deferred tax liabilities and assets at December 31 follows:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Deferred tax liabilities                
Fixed assets and investments $2,473  $1,657  $3,048  $2,886 
Foreign petroleum taxes  347   324 
Other  179   97   70   187 
          
Total deferred tax liabilities  2,999   2,078   3,118   3,073 
          
Deferred tax assets                
Net operating loss carryforwards  1,470   1,578   1,884   1,470 
Accrued liabilities  372   314   390   350 
Asset retirement obligations  316   189   430   390 
Tax credit carryforwards  182   197   285   182 
Other  260   140   48   260 
          
Total deferred tax assets  2,600   2,418   3,037   2,652 
Valuation allowance  (164)  (76)  (224)  (164)
          
Net deferred tax assets  2,436   2,342   2,813   2,488 
          
Net deferred tax assets (liabilities) $(563) $264  $(305) $(585)
          
 
At December 31, 2007, the Corporation has net operating loss carryforwards in the United States of approximately $4.3 billion, substantially all of which expire in 2022 through 2027. At December 31, 2007, the Corporation has alternative minimum tax credit carryforwards of approximately $94 million, which can be carried forward indefinitely. The Corporation also has approximately $42 million of general business credits, substantially all of which expire between 2012 and 2025.
 
In the consolidated balance sheet at December 31 deferred tax assets and liabilities from the preceding table are netted by taxing jurisdiction and are recorded in the following captions:
 
                
 2006 2005  2007 2006 
 (Millions of dollars)  (Millions of dollars) 
Other current assets $152  $121  $211  $152 
Deferred income taxes (long-term asset)  1,435   1,544   1,873   1,430 
Accrued liabilities  (51)     (27)  (51)
Deferred income taxes (long-term liability)  (2,099)  (1,401)  (2,362)  (2,116)
          
Net deferred tax assets (liabilities) $(563) $264  $(305) $(585)
          
 


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 

The difference between the Corporation’s effective income tax rate and the United States statutory rate is reconciled below:
 
                        
 2006 2005 2004  2007 2006 2005 
United States statutory rate  35.0%  35.0%  35.0%  35.0%  35.0%  35.0%
Effect of foreign operations  17.5   7.5   5.0   15.6   17.5   7.5 
State income taxes, net of Federal income tax  0.3   (0.4)  (0.9)  (2.6)  0.3   (0.4)
Tax on repatriation     3.3            3.3 
Other  (0.2)  (1.2)  (1.3)  2.5   (0.3)  (1.1)
              
Total  52.6%  44.2%  37.8%  50.5%  52.5%  44.3%
              
 
 
The effective income tax rate is impacted by the amount of income before income taxes earned within the various taxing jurisdictions in which the Corporation operates. Additionally, the increase in the 2006 effective income tax rate was primarily due to taxes on Libyan operations and the increase in the supplementary tax on petroleum operations in the United Kingdom from 10% to 20%. During 2006,As a result of the Algerian government amended its hydrocarbonincrease in the United Kingdom supplementary tax laws effective August 1, 2006 andon petroleum operations, the Corporation recorded a net charge of $6$45 million for the estimated impact of the tax.adjustment to its United Kingdom deferred tax liability in 2006.
 
The American Jobs Creation Act (the Act) provided for a one-time reduction in the income tax rate to 5.25% on the remittance of eligible dividends from foreign subsidiaries to a U.S. parent. During 2005, the Corporation repatriated $1.9 billion of foreign dividends under the Act and recorded a related income tax provision of approximately $72 million.
 
Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits (millions of dollars):
     
Balance at January 1, 2007 $142 
Additions based on tax positions taken in the current year  38 
Additions based on tax positions of prior years  5 
Reductions due to settlements with taxing authorities  (20)
     
Balance at December 31, 2007 $165 
     
At December 31, 2007, the unrecognized tax benefits include $92 million which, if recognized, would affect the Corporation’s effective income tax rate. Over the next 12 months, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to $18 million due to settlements with taxing authorities.
The Corporation has not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries that are expected to be indefinitely reinvested in foreign operations. The Corporation had undistributed earnings from foreign subsidiaries of approximately $5.4$6.7 billion at December 31, 2006.2007. If the earnings of foreign subsidiaries were not indefinitely reinvested, a deferred tax liability of approximately $1.9$2.3 billion would be required, excluding the potential use of foreign tax credits in the United States.
 
At December 31, 2006, theThe Corporation has net operating loss carryforwardsand its subsidiaries file income tax returns in the United States of approximately $3.2 billion, substantially all of which expire in 2022 through 2025. In addition, aand various foreign Exploration and Production subsidiary has a net operating loss carryforward of approximately $500 million, which can be carried forward indefinitely. Forjurisdictions. The Corporation is no longer subject to examinations by income tax reporting at December 31, 2006, the Corporation has alternative minimum tax credit carryforwards of approximately $135 million, which can be carried forward indefinitely. The Corporation also has approximately $45 million of general business credits, substantially all of which expire between 2011 and 2025.authorities in most jurisdictions for years prior to 2002.
 
Income taxes paid (net of refunds) in 2007, 2006 2005 and 20042005 amounted to $1,826 million, $1,799 million and $1,139 million, respectively. Approximately $2 million of interest and $632penalties were accrued during the year. As of December 31, 2007, the Corporation had approximately $9 million respectively.of accrued interest and penalties.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
13.12.  Stockholders’ Equity and Net Income Per Share
 
The weighted average number of common shares used in the basic and diluted earnings per share computations for each year is summarized below*:below:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Thousands of shares)  (Thousands of shares) 
Common shares — basic  278,100   272,700   268,355   312,736   278,100   272,700 
Effect of dilutive securities                        
Restricted common stock  3,066   2,776   2,651 
Stock options  2,925   3,135   2,507 
Convertible preferred stock  31,656   34,247   34,976   585   31,656   34,247 
Stock options  3,135   2,507   1,110 
Restricted common stock  2,776   2,651   1,817 
              
Common shares — diluted  315,667   312,105   306,258   319,312   315,667   312,105 
              
 
*Weighted average number of shares in all periods reflect the impact of a3-for-1 stock split on May 31, 2006.
 
The table above excludes the effect ofout-of-the-money options on 715,000 shares, 2,080,000 shares and 61,000 shares in 2007, 2006 and 2,582,000 shares in 2006, 2005, and 2004, respectively.
Earnings per share are as follows*:
             
  2006  2005  2004 
 
Basic            
Continuing operations $6.73  $4.38  $3.43 
Discontinued operations        .03 
             
Net income $6.73  $4.38  $3.46 
             
Diluted            
Continuing operations $6.07  $3.98  $3.17 
Discontinued operations        .02 
             
Net income $6.07  $3.98  $3.19 
             
*Per share amounts in all periods reflect the impact of a3-for-1 stock split on May 31, 2006.
 
On May 3, 2006, the Corporation’s shareholders voted to increase the number of authorized common shares from 200 million to 600 million and the board of directors declared athree-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.
 
On December 1, 2006, all of the Corporation’s 13,500,000 outstanding shares of 7% cumulative mandatory convertible preferred shares were converted into common stock. Based on the Corporation’s average closing common stock price over the20-day period before conversion, theat a conversion rate wasof 2.4915 shares of common stock for each share of preferred.preferred share. The Corporation issued 33,635,191 shares of common stock for the conversion of its 7% cumulative mandatory convertible preferred shares. Fractional shares were settled by cash payments.
 
At December 31, 2006, the Corporation has outstanding 323,715 shares of 3% cumulative convertible preferred stock which have a total liquidation value of $16 million ($50 per share). Each share of the 3% cumulative convertible preferred stock is convertible at the option of the holder into 1.8783 shares of common stock. Holders of


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the cumulative convertible preferred stock have no voting rights except in certain limited circumstances involving non-payment of dividends.
14.13.  Leased Assets
 
The Corporation and certain of its subsidiaries lease gasoline stations, drilling rigs, tankers, office space and other assets for varying periods under leases accounted for as operating leases. Certain operating leases provide an option to purchase the related property at fixed prices. At December 31, 2006,2007, future minimum rental payments applicable to noncancelable operating leases with remaining terms of one year or more (other than oil and gas property leases) are as follows:
 
        
 (Millions of dollars)  (Millions of dollars) 
2007 $630 
2008  343  $382 
2009  224   425 
2010  105   424 
2011  93   295 
2012  293 
Remaining years  1,076   1,414 
      
Total minimum lease payments  2,471   3,233 
Less: Income from subleases  88   81 
      
Net minimum lease payments $2,383  $3,152 
      
 
During 2007, the Corporation entered into a lease agreement for a new drillship and related support services for use in its global deepwater exploration and development activities beginning in the middle of 2009. The total payments under this five year contract will approximate $950 million.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Operating lease expenses for drilling rigs used to drill development wells and successful exploration wells are capitalized.
 
Rental expense was as follows:
 
                        
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Total rental expense $198  $201  $238  $266  $198  $201 
Less: Income from subleases  15   14   58   13   15   14 
              
Net rental expense $183  $187  $180  $253  $183  $187 
              
 
The Corporation accrued $30 million in 2006 for vacated leased office space in the United Kingdom. The related expenses are reflected principally in general and administrative expense in the income statement. The accrual balance was $31 million at December 31, 2007 and $49 million at December 31, 2006. Payments were $15 million in 2007 and $12 million in 2006.
 
15.14.  Financial Instruments, Non-trading and Trading Activities
 
Non-Trading:Non-trading:  The Corporation uses futures, forwards, options and swaps, individually or in combination to mitigate its exposure to fluctuations in the prices of crude oil, natural gas, refined products and electricity and changes in foreign currency exchange rates. Hedging activities decreased Exploration and Production revenues by $399 million in 2007, $449 million in 2006 and $1,582 million in 2005 and $935 million in 2004.2005. The amount of hedge ineffectiveness lossesgains (losses) reflected in revenue in 2007, 2006 and 2005 was $5$6 million, $(5) million and $17$(17) million, respectively, and was not material during the year ended December 31, 2004.respectively.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The Corporation’s crude oil hedging activities included the use of commodity futures and swap contracts. At December 31, 2006,2007, the Corporation’s outstanding hedge positions were as follows:
 
                
 Brent Crude Oil  Brent Crude Oil 
 Average
 Thousands of
  Average
 Thousands of
 
Maturity
 Selling Price Barrels per Day  Selling Price Barrels per Day 
2007 $25.85   24 
2008  25.56   24  $25.56   24 
2009  25.54   24   25.54   24 
2010  25.78   24   25.78   24 
2011  26.37   24   26.37   24 
2012  26.90   24   26.90   24 
 
 
The Corporation had no WTI crude oil or natural gas hedges at year-end 2006.2007. The Corporation also markets energy commodities including refined petroleum products, natural gas and electricity. The Corporation uses futures and swaps to manage the underlying risk in its marketing activities.
At December 31, 2006,2007, net after tax deferred losses in accumulated other comprehensive income (loss) from the Corporation’s hedging contracts were $1,338$1,672 million ($2,1012,629 million before income taxes). At December 31, 2005,2006, net after-tax deferred losses were $1,304$1,338 million ($2,0632,101 million before income taxes). The pre-tax amount of all deferred hedge losses is reflected in accounts payable and the related income tax benefits are recorded as deferred tax assets on the balance sheet.
 
Commodity Trading:  The Corporation, principally through a consolidated partnership, trades energy commodities, and securities and derivatives including futures, forwards, options and swaps, based on expectations of future market conditions. The Corporation’s income before income taxes from trading activities, including its share of the earnings of the trading partnership amounted to $49 million in 2007, $83 million in 2006 and $60 million in 2005 and $72 million in 2004.2005.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Other Financial Instruments:  The Corporation has $729$977 million of notional value foreign currency forward contracts maturing through 2007,2008, ($677729 million at December 31, 2005)2006). Notional amounts do not quantify risk or represent assets or liabilities of the Corporation, but are used in the calculation of cash settlements under the contracts. The fair value of the foreign currency forward contracts recorded by the Corporation was a payable of $1 million at December 31, 2007 and a receivable of $51 million at December 31, 2006 and a liability of $31 million at December 31, 2005.2006.
 
The Corporation has $3,479$3,039 million in letters of credit outstanding at December 31, 20062007 ($2,6853,479 million at December 31, 2005)2006). Of the total letters of credit outstanding at December 31, 2006, $522007, $61 million relates to contingent liabilities and the remaining $3,427$2,978 million relates to liabilities recorded on the balance sheet.
 
Fair Value Disclosure:  The Corporation estimates the fair value of its fixed-rate notes receivable and debt generally using discounted cash flow analysis based on current interest rates for instruments with similar maturities and risk profiles. Foreign currency exchange contracts are valued based on current termination values or quoted market prices of comparable contracts. The Corporation’s valuation of commodity contracts considers quoted market prices where applicable. In the absence ofcases where actively quoted market prices the Corporation values contracts at fair value considering time value, volatility of the underlying commoditiesare 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 factors.market fundamental analysis.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The following table presents the fair values at December 31 of financial instruments and derivatives used in non-trading and trading activities:
 
                
 2006 2005  2007 2006 
 (Millions of dollars, asset (liability))  (Millions of dollars, asset (liability)) 
Futures and forwards                
Assets $632  $199  $431  $632 
Liabilities  (273)  (115)  (215)  (273)
Options                
Held  252   963   508   252 
Written  (265)  (265)  (277)  (265)
Swaps                
Assets  620   763   473   620 
Liabilities (including hedging contracts)  (2,711)  (2,512)  (3,377)  (2,711)
 
 
The carrying amounts of the Corporation’s financial instruments and derivatives, including those used in the Corporation’s non-trading and trading activities, generally approximate their fair values at December 31, 20062007 and 2005,2006, except fixed rate long-term debt which had a carrying value of $3,124 million and a fair value of $3,407 million at December 31, 2007 and a carrying value of $3,149 million and a fair value of $3,482 million at December 31, 2006 and a carrying value of $3,174 million and a2006.
The Corporation offsets cash collateral received or paid against the fair value of $3,675its derivative instruments executed with the same counterparty. At December 31, 2007 and 2006, the Corporation is holding cash collateral from counterparties in non-trading and trading activities of $393 million and $676 million, respectively. The Corporation has posted cash collateral to counterparties at December 31, 2005.2007 and 2006 of $380 million and $112 million, respectively.
 
Credit Risks:  The Corporation’s financial instruments expose it to credit risks and may at times be concentrated with certain counterparties or groups of counterparties. Trade receivables in the Exploration and Production and Marketing and Refining businesses are generated from a diverse domestic and international customer base. The Corporation continuously monitors counterparty concentration and credit risk. The Corporation reduces its risk related to certain counterparties by using master netting agreements and requiring collateral, generally cash or letters of credit.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
16.15.  Guarantees and Contingencies
 
The Corporation’s guarantees include $277 million of HOVENSA’s crude oil purchases and $15 million of HOVENSA’s senior debt obligations and $229 million of HOVENSA’s crude oil purchases, see note 5, “Refining Joint Venture.” The remainder relates to a loan guarantee of $57 million for an oil pipeline in which the Corporation owns a 2.36% interest.obligations. In addition, the Corporation has $52$61 million in letters of credit for which it is contingently liable. TheAs a result, the maximum potential amount of future payments that the Corporation could be required to make under its guarantees at December 31, 2007 and 2006 is $353 million ($306 million at December 31, 2005).million. The Corporation also has a contingent purchase obligation expiring in April 2010, to acquire the remaining interest in WilcoHess, a retail gasoline station joint venture, for approximately $140 million asventure. As of December 31, 2006.2007, the estimated value of the purchase obligation is approximately $150 million.
 
The Corporation is subject to loss contingencies with respect to various lawsuits, claims and other proceedings, including environmental matters. A liability is recognized in the Corporation’s consolidated financial statements when it is probable a loss has been incurred and the amount can be reasonably estimated. If the risk of loss is probable, but the amount cannot be reasonably estimated or the risk of loss is only reasonably possible, a liability is not accrued; however, the Corporation discloses the nature of those contingencies in accordance with FAS No. 5,Accounting for Contingencies.
 
The Corporation, along with many other companies engaged in refining and marketing of gasoline, ishas been a party to numerous lawsuits and claims related to the use of methyl tertiary butyl ether (MTBE) in gasoline. A series of substantially identical lawsuits, many involving water utilities or governmental entities, were filed in jurisdictions across the United States against producers of MTBE and petroleum refiners who produce gasoline containing MTBE, including the Corporation. These cases have been consolidated in the Southern District of New York.York and, as of the end of 2007, the Corporation is named as a defendant in 51 of approximately 80 cases pending. The principal allegation in all cases is that gasoline


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

containing MTBE is a defective product and that these parties are strictly liable in proportion to their share of the gasoline market for damage to groundwater resources and are required to take remedial action to ameliorate the alleged effects on the environment of releases of MTBE. InThe damages claimed in these actions are substantial and in some cases, punitive damages are also sought. In April 2005, the District Court denied the primary legal aspects of the defendants’ motion to dismiss these actions. WhileAs a result of Court-ordered mediation, the damages claimedCorporation anticipates that settlement will be reached in these actions are substantial, and it is reasonably possible that a liability may have been incurred, only limited information is available to evaluate the factual and legal merits of these claims. The Corporation also believes that significant legal uncertainty remains regarding the validity of causes of action asserted and availabilitynumber of the relief sought by plaintiffs. Accordingly, based onpending cases, the informationnumber and terms of which are currently available, there is insufficient information on whichbeing negotiated and are subject to evaluatea confidentiality agreement. In the Corporation’s exposure in these cases.fourth quarter 2007, the Corporation recorded a pre-tax charge of $40 million related to MTBE litigation.
 
Over the last several years, many refiners have entered into consent agreements to resolve assertions by the United States Environmental Protection Agency (EPA) that refining facilities were modified or expanded without complying with New Source Review regulations that require permits and new emission controls in certain circumstances and other regulations that impose emissions control requirements. These consent agreements, which arise out of an EPA enforcement initiative focusing on petroleum refiners and utilities, have typically imposed substantial civil fines and penalties and required significant capital expenditures to install emissions control equipment over a three to eight year time period. The penalties assessed and the capital expenditures required vary considerably between refineries. The EPA initially contacted the Corporation and HOVENSA regarding the petroleum refinery initiative in August 2003 and the Corporation and HOVENSA expect to have further discussions with EPA regarding the initiative. While it is reasonably possible additional capital expenditures and operating expenses may be incurred in the future, the amounts cannot be estimated at this time. The amount of penalties, if any, is not expected to be material to the financial position or results of operations of the Corporation.
 
The Corporation is also currently subject to certain other existing claims, lawsuits and proceedings, which it considers routine and incidental to its business. The Corporation believes that there is only a remote likelihood that future costs related to any of these other known contingent liability exposures would have a material adverse impact on its financial position or results of operations.


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
17.16.  Segment Information
 
The Corporation has two operating segments that comprise the structure used by senior management to make key operating decisions and assess performance. These are (1) Exploration and Production and (2) Marketing and Refining. Exploration and Production operations include the exploration for and the development, production, purchase, transportation and sale of crude oil and natural gas. Marketing and Refining operations include the manufacture, purchase, transportation, trading and marketing of refined petroleum products, natural gas and electricity.


74


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The following table presents financial data by operating segment for each of the three years ended December 31, 2006:2007:
 
                 
  Exploration
  Marketing
  Corporate
    
  and Production  and Refining  and Interest  Consolidated(a) 
  (Millions of dollars) 
 
2006
                
Operating revenues                
Total operating revenues(b) $6,860  $21,480  $2     
Less: Transfers between affiliates  275           
                 
Operating revenues from unaffiliated customers $6,585  $21,480  $2  $28,067 
                 
Net income (loss) $1,763  $390  $(237) $1,916 
                 
Equity in income of HOVENSA L.L.C.  $  $203  $  $203 
Interest expense        201   201 
Depreciation, depletion and amortization  1,159   61   4   1,224 
Provision (benefit) for income taxes  2,019   224   (119)  2,124 
Investments in affiliates  57   1,143    —   1,200 
Identifiable assets  14,397   6,190   1,817   22,404 
Capital employed(c)  9,397   2,919   (433)  11,883 
Capital expenditures  3,675   158   11   3,844 

2005                
Operating revenues                
Total operating revenues(b) $4,428  $18,673  $2     
Less: Transfers between affiliates  356           
                 
Operating revenues from unaffiliated customers $4,072  $18,673  $2  $22,747 
                 
Net income (loss) $1,058  $515  $(331) $1,242 
                 
Equity in income of HOVENSA L.L.C.  $  $376  $  $376 
Interest expense        224   224 
Depreciation, depletion and amortization  965   58   2   1,025 
Provision (benefit) for income taxes  737   298   (51)  984 
Investments in affiliates  43   1,346      1,389 
Identifiable assets  10,961   6,337   1,817   19,115 
Capital employed(c)  7,832   3,074   (835)  10,071 
Capital expenditures  2,235   101   5   2,341 

                 
  Exploration
  Marketing
  Corporate
    
  and Production  and Refining  and Interest  Consolidated(a) 
  (Millions of dollars) 
2007
                
Operating revenues                
Total operating revenues(b) $7,933  $23,913  $2     
Less: Transfers between affiliates  201           
                 
Operating revenues from unaffiliated customers $7,732  $23,913  $2  $31,647 
                 
Net income (loss) $1,842  $300  $(310) $1,832 
                 
Equity in income of HOVENSA L.L.C.  $  $176  $  $176 
Interest expense        256   256 
Depreciation, depletion and amortization  1,503   68   5   1,576 
Provision (benefit) for income taxes  1,865   181   (174)  1,872 
Investments in affiliates  57   1,060      1,117 
Identifiable assets  17,008   6,667   2,456   26,131 
Capital employed(c)  11,274   2,979   (499)  13,754 
Capital expenditures  3,438   118   22   3,578 
                 


7571


 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
                                
 Exploration
 Marketing
 Corporate
    Exploration
 Marketing
 Corporate
   
 and Production and Refining and Interest Consolidated(a)  and Production and Refining and Interest Consolidated(a) 
 (Millions of dollars)  (Millions of dollars) 
 
2004                
2006                
Operating revenues                                
Total operating revenues(b) $3,586  $13,448  $1      $6,860  $21,480  $2     
Less: Transfers between affiliates  302             275           
                  
Operating revenues from unaffiliated customers $3,284  $13,448  $1  $16,733  $6,585  $21,480  $2  $28,067 
         
Income (loss) from continuing operations $755  $451  $(236) $970 
Discontinued operations  7         7 
                  
Net income (loss) $762  $451  $(236) $977  $1,763  $394  $(237) $1,920 
                  
Equity in income of HOVENSA L.L.C.  $  $244  $  $244  $  $201  $  $201 
Interest expense        241   241         201   201 
Depreciation, depletion and amortization  918   50   2   970   1,159   61   4   1,224 
Provision (benefit) for income taxes  571   158   (141)  588   2,019   226   (119)  2,126 
Investments in affiliates  28   1,226      1,254   57   1,186      1,243 
Identifiable assets  10,407   4,850   1,055   16,312   14,397   6,228   1,817   22,442 
Capital employed(c)  7,603   2,519   (690)  9,432   9,397   2,955   (433)  11,919 
Capital expenditures  1,434   85   2   1,521   3,675   158   11   3,844 
                
2005                
Operating revenues                
Total operating revenues(b) $4,428  $18,673  $2     
Less: Transfers between affiliates  356           
         
Operating revenues from unaffiliated customers $4,072  $18,673  $2  $22,747 
         
Net income (loss) $1,058  $499  $(331) $1,226 
         
Equity in income of HOVENSA L.L.C.  $  $370  $  $370 
Interest expense        224   224 
Depreciation, depletion and amortization  965   58   2   1,025 
Provision (benefit) for income taxes  737   289   (51)  975 
Investments in affiliates  43   1,391      1,434 
Identifiable assets  10,961   6,380   1,817   19,158 
Capital employed(c)  7,832   3,106   (835)  10,103 
Capital expenditures  2,235   101   5   2,341 
(a)After elimination of transactions between affiliates, which are valued at approximate market prices.
 
(b)Sales and operating revenues are reported net of excise and similar taxes in the consolidated statement of income, which amounted to approximately $1,800$2,000 million in each year.2007 and $1,900 million in both 2006 and 2005.
 
(c)Calculated as equity plus debt.

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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Financial information by major geographic area for each of the three years ended December 31, 2006:2007:
 
                                        
       Asia and
          Asia and
   
 United States Europe Africa Other Consolidated  United States Europe Africa Other Consolidated 
 (Millions of dollars)  (Millions of dollars) 
2007
                    
Operating revenues $25,450  $2,647  $2,443  $1,107  $31,647 
Property, plant and equipment (net)  3,611   3,749   4,599   2,675   14,634 
2006
                                        
Operating revenues $ 22,599  $ 3,108  $ 1,677  $  683  $ 28,067  $22,599  $3,108  $1,677  $683  $28,067 
Property, plant and equipment (net)  2,402   3,255   4,495   2,156   12,308   2,402   3,255   4,495   2,156   12,308 
2005                                        
Operating revenues $19,496  $2,016  $827  $408  $22,747  $19,496  $2,016  $827  $408  $22,747 
Property, plant and equipment (net)  1,836   3,080   2,791   1,805   9,512   1,836   3,080   2,791   1,805   9,512 
2004                    
Operating revenues $14,254  $1,705  $548  $226  $16,733 
Property, plant and equipment (net)  1,880   2,591   2,293   1,741   8,505 


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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 

18.17.  Related Party Transactions

 
Related party transactions for the year-ended December 31:
 
                    
 2006 2005  2007 2006 2005 
 (Millions of dollars)  (Millions of dollars) 
Purchases of petroleum products:                    
HOVENSA* $4,694  $3,991  $5,238  $4,694  $3,991 
Sales of petroleum products and crude oil:                    
WilcoHess  1,664   1,244   2,014   1,664   1,244 
HOVENSA  179   98   213   179   98 
 
*The Corporation has agreed to purchase 50% of HOVENSA’s production of refined products at market prices, after sales by HOVENSA to unaffiliated parties.
19.  Subsequent Events
In February 2007, the Corporation completed the acquisition of a 28% interest in the Genghis Khan oil and gas development located in the deepwater Gulf of Mexico on Green Canyon Blocks 652 and 608 for $371 million. The Genghis Khan development is part of the same geologic structure as the Shenzi development and first production from this development is expected in the second half of 2007.


7773


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY OIL AND GAS DATA
(Unaudited)
 
The supplementary oil and gas data that follows is presented in accordance with FAS No. 69,Disclosures about Oil and Gas Producing Activities, and includes (1) costs incurred, capitalized costs and results of operations relating to oil and gas producing activities, (2) net proved oil and gas reserves, and (3) a standardized measure of discounted future net cash flows relating to proved oil and gas reserves, including a reconciliation of changes therein.
 
The Corporation produces crude oil, natural gas liquidsand/or natural gas principally in the United States, United Kingdom, Norway,Algeria, Azerbaijan, Denmark, Equatorial Guinea, Algeria,Gabon, Indonesia, Libya, Malaysia, Norway, Russia, Thailand, Russia, Gabon, Azerbaijan, Indonesiathe United Kingdom and Libya.the United States. Exploration activities are also conducted, or are planned, in additional countries.
 
Costs Incurred in Oil and Gas Producing Activities
 
                                        
   United
     Asia and
    United
     Asia and
 
For the Years Ended December 31
 Total States Europe Africa Other  Total States Europe Africa Other 
   (Millions of dollars)   
2007
                    
Property acquisitions                    
Unproved $325  $316  $  $1  $8 
Proved*  137   137          
Exploration  719   421   65   77   156 
Production and development capital expenditures**  2,751   690   764   698   599 
 (Millions of dollars)                     
 
2006
                                        
Property acquisitions                                        
Unproved $607  $86  $32  $483  $6  $607  $86  $32  $483  $6 
Proved  314    —   8   306    — 
Proved*  314      8   306    
Exploration  802   544   92   57   109   802   544   92   57   109 
Production and development*  2,462     329     644   1,080     409 
Production and development capital expenditures**  2,462   329   644   1,080   409 
                    
2005                                        
Property acquisitions                                        
Unproved $193  $14  $173  $6  $  $193  $14  $173  $6  $ 
Proved  215      215       
Proved*  215      215       
Exploration  378   197   60   43   78   378   197   60   43   78 
Production and development*  1,668   162   522   857   127 
Production and development capital expenditures**  1,668   162   522   857   127 
                    
2004                    
Property acquisitions                    
Unproved $62  $62  $  $  $ 
Exploration  297   194   22   35   46 
Production and development*  1,255   200   459   506   90 
*Includes wells, equipment and facilities acquired with proved reserves.
**Also includes $146 million, $298 million and $70 million in 2007, 2006 and $51 million in 2006, 2005, and 2004, respectively, related to the accruals for asset retirement obligations.


74


 
Capitalized Costs Relating to Oil and Gas Producing Activities
 
        
 At December 31         
 2006 2005  At December 31 
 (Millions of dollars)  2007 2006 
 (Millions of dollars) 
Unproved properties $1,231  $629  $1,688  $1,231 
Proved properties  3,298   3,490   3,350   3,298 
Wells, equipment and related facilities  15,670   13,717   17,865   15,670 
          
Total costs  20,199   17,836   22,903   20,199 
Less: Reserve for depreciation, depletion, amortization and lease impairment  8,910   9,243   9,373   8,910 
          
Net capitalized costs $11,289  $8,593  $13,530  $11,289 
          
        


78


Results of Operations for Oil and Gas Producing Activities
 
The results of operations shown below exclude non-oil and gas producing activities, includingprimarily gains on sales of oil and gas properties, interest expense and gains and losses resulting from foreign exchange transactions. Therefore, these results are on a different basis than the net income from Exploration and Production operations reported in management’s discussion and analysis of results of operations and in note 17,Note 16, “Segment Information,” in the notes to the financial statements.
 
                                        
   United
     Asia and
    United
     Asia and
 
For the Years Ended December 31
 Total States Europe Africa Other  Total States Europe Africa Other 
 (Millions of dollars)  (Millions of dollars) 
2006
                    
2007
                    
Sales and other operating revenues                                        
Unaffiliated customers $6,249  $957  $3,052  $1,637  $ 603  $7,297  $1,010  $2,670  $2,609  $1,008 
Inter-company  275   275    —    —    —   201   201          
                      
Total revenues  6,524   1,232   3,052   1,637   603   7,498   1,211   2,670   2,609   1,008 
                      
Costs and expenses                                        
Production expenses, including related taxes  1,250   221   631   284   114   1,581   280   723   381   197 
Exploration expenses, including dry holes and lease impairment  552   353   39   117   43   515   302   43   90   80 
General, administrative and other expenses**  209   95   74   15   25 
Depreciation, depletion and amortization  1,159   127   490   401   141 
General, administrative and other expenses  257   130   73   17   37 
Depreciation, depletion, amortization*  1,503   187   548   593   175 
                      
Total costs and expenses  3,170   796   1,234   817   323   3,856   899   1,387   1,081   489 
                      
Results of operations before income taxes  3,354   436   1,818   820   280   3,642   312   1,283   1,528   519 
Provision for income taxes  1,870   161   1,009   609   91   1,817   121   661   911   124 
                      
Results of operations $1,484  $275  $809  $211  $189  $1,825  $191  $622  $617  $395 
                      
                    
2005                    
Sales and other operating revenues                    
Unaffiliated customers $3,854  $741  $2,004  $769  $340 
Inter-company  356   356   ���       
           
Total revenues  4,210   1,097   2,004   769   340 
           
Costs and expenses                    
Production expenses, including related taxes*  1,007   253   478   198   78 
Exploration expenses, including dry holes and lease impairment  397   233   26   97   41 
General, administrative and other expenses  140   74   39   11   16 
Depreciation, depletion and amortization  965   145   408   301   111 
           
Total costs and expenses  2,509   705   951   607   246 
           
Results of operations before income taxes  1,701   392   1,053   162   94 
Provision for income taxes  709   141   500   29   39 
           
Results of operations $992  $251  $553  $133  $55 
           


7975


                                        
   United
     Asia and
    United
     Asia and
 
For the Years Ended December 31
 Total States Europe Africa Other  Total States Europe Africa Other 
 (Millions of dollars)  (Millions of dollars) 
2004                    
2006                    
Sales and other operating revenues                                        
Unaffiliated customers $3,114  $607  $1,753  $568  $186  $6,249  $957  $3,052  $1,637  $603 
Inter-company  302   302            275   275          
                      
Total revenues  3,416   909   1,753   568   186   6,524   1,232   3,052   1,637   603 
                      
Costs and expenses                                        
Production expenses, including related taxes  825   198   415   171   41   1,250   221   631   284   114 
Exploration expenses, including dry holes and lease impairment  287   135   28   78   46   552   353   39   117   43 
General, administrative and other expenses**  150   57   31   25   37   209   95   74   15   25 
Depreciation, depletion and amortization  918   147   497   215   59   1,159   127   490   401   141 
                      
Total costs and expenses  2,180   537   971   489   183   3,170   796   1,234   817   323 
                      
Results of continuing operations before income taxes  1,236   372   782   79   3 
Results of operations before income taxes  3,354   436   1,818   820   280 
Provision for income taxes  543   132   381   36   (6)  1,870   161   1,009   609   91 
           
Results of continuing operations  693   240   401   43   9 
Discontinued operations  7            7 
                      
Results of operations $700  $240  $401  $43  $16  $1,484  $275  $809  $211  $189 
                      
                    
2005                    
Sales and other operating revenues                    
Unaffiliated customers $3,854  $741  $2,004  $769  $340 
Inter-company  356   356          
           
Total revenues  4,210   1,097   2,004   769   340 
           
Costs and expenses                    
Production expenses, including related taxes***  1,007   253   478   198   78 
Exploration expenses, including dry holes and lease impairment  397   233   26   97   41 
General, administrative and other expenses  140   74   39   11   16 
Depreciation, depletion and amortization  965   145   408   301   111 
           
Total costs and expenses  2,509   705   951   607   246 
           
Results of operations before income taxes  1,701   392   1,053   162   94 
Provision for income taxes  709   141   500   29   39 
           
Results of operations $992  $251  $553  $133  $55 
           
                    
*Includes $40asset impairment charges of $112 million of Gulf of Mexico hurricane related costs.($56 million after income taxes).
 
**Includes accrued severance and costs for vacated office space of approximately $30 million and $15($18 million in 2006 and 2004, respectively.after income taxes).
***Includes $40 million ($26 million after income taxes) of Gulf of Mexico hurricane related costs.
 
Oil and Gas Reserves
 
The Corporation’s oil and gas reserves are calculated in accordance with SEC regulations and interpretations and the requirements of the FASB. For reserves to be booked as proved they must be commercially producible; government approvals must be obtained and depending on the amount of the project cost, senior management or the board of directors, must commit to fund the project. The Corporation’s oil and gas reserve estimation and reporting process involves an annual independent third party reserve determination as well as internal technical appraisals of reserves. The Corporation maintains its own internal reserve estimates that are calculated by technical staff that

76


work directly with the oil and gas properties. The Corporation’s technical staff updates reserve estimates throughout the year based on evaluations of new wells, performance reviews, new technical data and other studies. To provide consistency throughout the Corporation, standard reserve estimation guidelines, definitions, reporting reviews and approval practices are used. The internal reserve estimates are subject to internal technical audits and senior management reviews the estimates.
 
The oil and gas reserve estimates reported on the following pagebelow are determined independently by the consulting firm of DeGolyer and MacNaughton (D&M) and are consistent with internal estimates. Annually, theThe Corporation providesprovided D&M with engineering, geological and geophysical data, actual production histories and other information necessary for the reserve determination. The Corporation’s and D&M’s technical staffs meetmet to review and discuss the information provided. Senior management and the Board of Directors reviewreviewed the final reserve estimates issued by D&M.

80


 
                                   
 Crude Oil, Condensate and Natural Gas Liquids Natural Gas                                    
  
             Africa,
    Crude Oil, Condensate and Natural Gas Liquids Natural Gas 
 United
     Asia and
   United
   Asia and
                  Africa,
   
 States Europe Africa Other Total States Europe Other Total  United
     Asia and
   United
   Asia and
   
 (Millions of barrels) (Millions of mcf)  States Europe Africa Other Total States Europe Other Total 
 (Millions of barrels) (Millions of mcf) 
Net Proved Developed and Undeveloped Reserves                                                                        
At January 1, 2004  127   305   135    79   646   360   800   1,172   2,332 
Revisions of previous estimates(a)  15   20   8   (14)  29   (1)  75   (76)  (2)
Extensions, discoveries and other additions  3   3   53   3   62   13   2   287   302 
Purchases of minerals in place                 1         1 
Sales of minerals in place  (1)           (1)  (6)        (6)
Production  (20)  (46)  (22)  (2)  (90)  (67)  (126)  (34)  (227)
                   
At December 31, 2004  124   282   174   66   646(c)  300(d)  751   1,349   2,400 
At January 1, 2005  124   282   174   66   646(c)  300(d)  751   1,349   2,400 
Revisions of previous estimates(a)  16   23   4   (10)  33   21   70   (99)  (8)  16   23   4   (10)  33   21   70   (99)  (8)
Extensions, discoveries and other additions  3   2   11   2   18   13   2   190   205   3   2   11   2   18   13   2   190   205 
Improved recovery  1            1               1            1             
Purchases of minerals in place     87         87   1      22   23      87         87   1      22   23 
Sales of minerals in place     (4)        (4)                 (4)        (4)            
Production  (20)  (42)  (24)  (3)  (89)  (53)  (108)  (53)  (214)  (20)  (42)  (24)  (3)  (89)  (53)  (108)  (53)  (214)
                                      
At December 31, 2005  124   348   165   55   692(c)  282(d)  715   1,409   2,406   124   348   165   55   692(c)  282(d)  715   1,409   2,406 
                                    
Revisions of previous estimates(a)  7   21   39   (3)  64   2   63   45   110   7   21   39   (3)  64   2   63   45   110 
Extensions, discoveries and other additions  45   11   6   2   64   32   11   168   211   45   11   6   2   64   32   11   168   211 
Improved recovery        4      4                     4      4             
Purchases of minerals in place     2   121      123         15   15      2   121      123         15   15 
Sales of minerals in place  (21)           (21)  (37)        (37)  (21)           (21)  (37)        (37)
Production  (17)  (42)  (31)  (4)  (94)  (43)  (112)  (84)  (239)  (17)  (42)  (31)  (4)  (94)  (43)  (112)  (84)  (239)
                                      
At December 31, 2006(b)  138   340   304   50   832(c)  236(d)  677   1,553   2,466 
At December 31, 2006  138   340   304   50   832(c)  236(d)  677   1,553   2,466 
                                    
Revisions of previous estimates(a)  37   17   17   1   72   32   73   143   248 
Extensions, discoveries and other additions  17   14   6   23   60   26   11   148   185 
Improved recovery  22            22   13         13 
Purchases of minerals in place  5            5   1         1 
Sales of minerals in place     (6)        (6)     (4)     (4)
Production  (15)  (36)  (42)  (7)  (100)  (38)  (101)  (102)  (241)
                   
At December 31, 2007(b)  204   329   285   67   885(c)  270(d)  656   1,742   2,668 
                                      
                                    
Net Proved Developed Reserves                                                                        
At January 1, 2004  105   249   95   16   465   297   518   633   1,448 
At December 31, 2004  110   234   80   12   436   260   528   471   1,259 
At January 1, 2005  110   234   80   12   436   260   528   471   1,259 
At December 31, 2005  108   233   67   13   421   251   559   496   1,306   108   233   67   13   421   251   559   496   1,306 
At December 31, 2006  90   223   194   19   526   195   517   585   1,297   90   223   194   19   526   195   517   585   1,297 
At December 31, 2007  101   201   201   15   518   199   519   654   1,372 
                                    
(a)Includes the impact of changes in selling prices on production sharing contracts with cost recovery provisions and stipulated rates of return. In 2007 revisions included reductions of approximately 29 million barrels of crude oil and 104 million mcf of natural gas, relating to higher


77


selling prices. In 2006 this amount was immaterial for both oil and natural gas. In 2005 and 2004, revisions included reductions of approximately 23 million barrels of crude oil in each year and 63 million and 52 million mcf of natural gas, respectively, relating to higher selling prices.
 
(b)Includes 26%25% of crude oil reserves and 56%57% of natural gas reserves held under production sharing contracts. These reserves are located outside of the United States and are subject to different political and economic risks.
 
(c)Includes 20 million barrels in 2007 and 23 million barrels in 2006 and 2005 and 3 million barrels in 2004 of crude oil reserves relating to minority interest owners of corporate joint ventures.
 
(d)Excludes approximately 400 million mcf of carbon dioxide gas for sale or use in company operations.
 
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves
 
Future net cash flows are calculated by applying year-end oil and gas selling prices (adjusted for price changes provided by contractual arrangements) to estimated future production of proved oil and gas reserves, less estimated future development and production costs, which are based on year-end costs and existing economic assumptions. Future income tax expenses are computed by applying the appropriate year-end statutory tax rates to the pre-tax net


81


cash flows relating to the Corporation’s proved oil and gas reserves. Future net cash flows are discounted at the prescribed rate of 10%. The discounted future net cash flow estimates required by FAS No. 69 do not include exploration expenses, interest expense or corporate general and administrative expenses. The selling prices of crude oil and natural gas are highly volatile. The year-end prices, which are required to be used for the discounted future net cash flows, and do not include the effects of hedges and may not be representative of future selling prices. The future net cash flow estimates could be materially different if other assumptions were used.
 
                     
     United
        Asia and
 
At December 31
 Total  States  Europe  Africa  Other 
  (Millions of dollars) 
 
2006
                    
Future revenues $55,252  $ 8,686  $19,751  $18,480  $ 8,335 
                     
Less:                    
Future development and production costs  20,355   2,098   9,398   5,629   3,230 
Future income tax expenses  16,765   2,331   5,625   7,908   901 
                     
   37,120   4,429   15,023   13,537   4,131 
                     
Future net cash flows  18,132   4,257   4,728   4,943   4,204 
Less: Discount at 10% annual rate  5,771   1,423   1,358   1,322   1,668 
                     
Standardized measure of discounted future net cash flows $12,361  $2,834  $3,370  $3,621  $2,536 
                     
2005                    
Future revenues $50,273  $9,449  $23,534  $8,827  $8,463 
                     
Less:                    
Future development and production costs  14,822   1,622   6,976   3,391   2,833 
Future income tax expenses  13,666   2,764   8,703   1,037   1,162 
                     
   28,488   4,386   15,679   4,428   3,995 
                     
Future net cash flows  21,785   5,063   7,855   4,399   4,468 
Less: Discount at 10% annual rate  7,296   1,892   2,448   1,168   1,788 
                     
Standardized measure of discounted future net cash flows $14,489  $3,171  $5,407  $3,231  $2,680 
                     
2004                    
Future revenues $34,425  $6,542  $14,743  $6,161  $6,979 
                     
Less:                    
Future development and production costs  11,989   1,623   5,007   2,939   2,420 
Future income tax expenses  8,168   1,641   5,190   485   852 
                     
   20,157   3,264   10,197   3,424   3,272 
                     
Future net cash flows  14,268   3,278   4,546   2,737   3,707 
Less: Discount at 10% annual rate  5,091   1,138   1,450   887   1,616 
                     
Standardized measure of discounted future net cash flows $9,177  $2,140  $3,096  $1,850  $2,091 
                     
                     
     United
        Asia and
 
At December 31
 Total  States  Europe  Africa  Other 
  (Millions of dollars) 
2007
                    
Future revenues $94,955  $18,876  $32,778  $28,960  $14,341 
                     
Less:                    
Future production costs  17,862   2,733   7,569   4,770   2,790 
Future development costs  10,118   1,472   4,329   1,640   2,677 
Future income tax expenses  33,833   5,291   12,083   14,309   2,150 
                     
   61,813   9,496   23,981   20,719   7,617 
                     
Future net cash flows  33,142   9,380   8,797   8,241   6,724 
Less: Discount at 10% annual rate  11,237   3,792   2,826   2,155   2,464 
                     
Standardized measure of discounted future net cash flows $21,905  $5,588  $5,971  $6,086  $4,260 
                     
                     
2006                    
Future revenues $55,252  $8,686  $19,751  $18,480  $8,335 
                     
Less:                    
Future production costs  13,312   1,376   6,482   3,783   1,671 
Future development costs  7,043   722   2,916   1,846   1,559 
Future income tax expenses  16,765   2,331   5,625   7,908   901 
                     
   37,120   4,429   15,023   13,537   4,131 
                     
Future net cash flows  18,132   4,257   4,728   4,943   4,204 
Less: Discount at 10% annual rate  5,771   1,423   1,358   1,322   1,668 
                     
Standardized measure of discounted future net cash flows $12,361  $2,834  $3,370  $3,621  $2,536 
                     
                     


8278


                     
     United
        Asia and
 
At December 31
 Total  States  Europe  Africa  Other 
  (Millions of dollars) 
2005                    
Future revenues $50,273  $9,449  $23,534  $8,827  $8,463 
                     
Less:                    
Future production costs  9,467   1,296   5,036   1,833   1,302 
Future development costs  5,355   326   1,940   1,558   1,531 
Future income tax expenses  13,666   2,764   8,703   1,037   1,162 
                     
   28,488   4,386   15,679   4,428   3,995 
                     
Future net cash flows  21,785   5,063   7,855   4,399   4,468 
Less: Discount at 10% annual rate  7,296   1,892   2,448   1,168   1,788 
                     
Standardized measure of discounted future net cash flows $14,489  $3,171  $5,407  $3,231  $2,680 
                     
                     
Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves
 
                        
For the Years Ended December 31
 2006 2005 2004  2007 2006 2005 
 (Millions of dollars) 
 (Millions of dollars) 
Standardized measure of discounted future net cash flows at beginning of year $14,489  $9,177  $7,017  $12,361  $14,489  $9,177 
              
Changes during the year                        
Sales and transfers of oil and gas produced during year, net of production costs  (5,274)  (3,203)  (2,591)  (5,917)  (5,274)  (3,203)
Development costs incurred during year  2,164   1,598   1,204   2,605   2,164   1,598 
Net changes in prices and production costs applicable to future production  (4,329)  9,334   3,683   18,646   (4,329)  9,334 
Net change in estimated future development costs  (2,402)  (1,725)  (1,564)  (2,554)  (2,402)  (1,725)
Extensions and discoveries (including improved recovery) of oil and gas reserves, less related costs  1,937   865   997   3,173   1,937   865 
Revisions of previous oil and gas reserve estimates  1,235   1,499   578   4,036   1,235   1,499 
Net purchases (sales) of minerals in place, before income taxes  2,937   393   (29)  (50)  2,937   393 
Accretion of discount  2,308   1,424   1,057   2,233   2,308   1,424 
Net change in income taxes  (1,381)  (3,533)  (1,463)  (9,259)  (1,381)  (3,533)
Revision in rate or timing of future production and other changes  677   (1,340)  288   (3,369)  677   (1,340)
              
Total  (2,128)  5,312   2,160   9,544   (2,128)  5,312 
              
Standardized measure of discounted future net cash flows at end of year $12,361  $14,489  $9,177  $21,905  $12,361  $14,489 
              
            


8379


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
QUARTERLY FINANCIAL DATA
(Unaudited)
 
Quarterly results of operations for the years ended December 31:
 
                                
 Sales and
        Sales and
       
 Other
     Diluted Net
  Other
     Diluted Net
 
 Operating
 Gross
 Net
 Income
  Operating
 Gross
 Net
 Income
 
 Revenues Profit(a) Income per Share*  Revenues Profit(a) Income per Share 
 (Million of dollars, except per share data)  (Million of dollars, except per share data) 
2007
                
First $7,319  $980  $370  $1.17 
Second  7,421   1,222   557(b)  1.75 
Third  7,451   1,087   395(c)  1.23 
Fourth  9,456   1,523   510(d)  1.59 
2006
                                
First $7,159  $1,138  $695(b) $2.21  $7,159  $1,139  $699(e) $2.22 
Second  6,718   1,152   565(c)  1.79   6,718   1,154   566(f)  1.79 
Third  7,035   1,225   297(d)  .94   7,035   1,228   296(g)  .94 
Fourth  7,155   1,096   359   1.13   7,155   1,098   359   1.13 
2005                
First $4,956  $621  $219(e) $.71 
Second  4,963   596   299(f)  .96 
Third  5,769   604   272(g)  .87 
Fourth  7,059   875   452(h)  1.44 
 
 
Per-share amounts in all periods reflect the impact of a3-for-1 stock split on May 31, 2006.
(a)Gross profit represents sales and other operating revenues, less cost of products sold, production expenses, marketing expenses, other operating expenses and depreciation, depletion and amortization.
 
(b)Includes after-tax income of $15 million from asset sales in the United Kingdom North Sea.
(c)Includes after-tax charges of $33 million from estimated production imbalance settlements at two offshore fields.
(d)Includes net after-tax expense of $57 million related to asset impairments at two mature fields in the United Kingdom North Sea and a charge related to MTBE litigation, partially offset by income due to the liquidation of prior year LIFO inventories.
(e)Includes after-tax income of $186 million from asset sales in the United States.
 
(c)(f)Includes net after-tax income of $32 million from asset sales in the United States, partially offset by accrued office closing costs.
 
(d)(g)Includes an after-tax expense of $105 million for income tax adjustments in the United Kingdom.
(e)Includes net after-tax expenses of $12 million related to tax on repatriated earnings, partially offset by income related to an asset exchange, a favorable legal settlement and liquidation of prior year LIFO inventories.
(f)Includes net after-tax income of $4 million resulting from a favorable foreign tax rate change, partially offset by premiums on repurchased bonds.
(g)Includes after-tax expenses of $45 million due to hurricane related expenses and tax on repatriated earnings.
(h)Includes net after-tax income of $16 million related to asset sales and liquidation of prior year LIFO inventories, partially offset by hurricane related expenses, premiums on bond repurchases and a charge related to a customer bankruptcy.
 
The results of operations for the periods reported herein should not be considered as indicative of future operating results.


8480


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A.  Controls and Procedures
 
Based upon their evaluation of the Corporation’s disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and15d-15(e)) as of December 31, 2006,2007, John B. Hess, Chief Executive Officer, and John P. Rielly, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of December 31, 2006.2007.
 
There was no change in internal controls over financial reporting identified in the evaluation required by paragraph (d) ofRules 13a-15 or15d-15 in the quarter ended December 31, 20062007 that has materially affected, or is reasonably likely to materially affect, internal controls over financial reporting.
 
Item 9B.  Other Information
 
None.
 
PART III
 
Item 10.  Directors, Executive Officers and Corporate Governance 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 2, 2007.7, 2008.
 
Information regarding executive officers is included in Part I hereof.
 
The Corporation has adopted a Code of Business Conduct and Ethics applicable to the Corporation’s directors, officers (including the Corporation’s principal executive officer and principal financial officer) and employees. The Code of Business Conduct and Ethics is available on the Corporation’s website. In the event that we amend or waive any of the provisions of the Code of Business Conduct and Ethics that relate to any element of the code of ethics definition enumerated in Item 406(b) ofRegulation S-K, we intend to disclose the same on the Corporation’s website at www.hess.com.
Information relating to the audit committee 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 7, 2008.
Information relating to section 16(a) reporting compliance is incorporated herein by reference to “section 16(a) beneficial ownership reporting compliance” from the registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 7, 2008.
 
Item 11.  Executive Compensation
 
Information relating to executive compensation is incorporated herein by reference to “Election of Directors — Executive Compensation and Other Information,” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2007.7, 2008.
 
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Information pertaining to security ownership of certain beneficial owners and management is incorporated herein by reference to “Election of Directors — Ownership of Voting Securities by Certain Beneficial Owners” and “Election of Directors — Ownership of Equity Securities by Management” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2007.7, 2008.
 
See “Equity Compensation Plans” in Item 5.5 for information pertaining to securities authorized for issuance under equity compensation plans.


81


Item 13.  Certain Relationships and Related Transactions, and Director Independence
 
Information relating to this item is incorporated herein by reference to “Election of Directors” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2007.7, 2008.


85


 
Item 14.  Principal Accounting Fees and Services
 
Information relating to this item is incorporated by reference to “Ratification of Selection of Independent Auditors” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2007.7, 2008.
 
PART IV
 
Item 15.  Exhibits, Financial Statement Schedules and Reports onForm 8-K
 
(a)  1. and 2. Financial statements and financial statement schedules
 
The financial statements filed as part of this Annual Report onForm 10-K are listed in the accompanying index to financial statements and schedules in Item 8, “Financial Statements and Supplementary Data.”
 
3.  Exhibits
 
     
 3(1)  Restated Certificate of Incorporation of Registrant, including amendment thereto dated May 3, 2006 incorporated by reference to Exhibit(3)Exhibit 3 of Registrant’sForm 10-Q for the three months ended June 30, 2006.
 3(2)  By-Laws of Registrant incorporated by reference to Exhibit 3 ofForm 10-Q of Registrant for the three months ended June 30, 2002.
 4(1)  Certificate of designations, preferences and rights of 3% cumulative convertible preferred stock of Registrant incorporated by reference to Exhibit 4 ofForm 10-Q of Registrant for the three months ended June 30, 2000.
 4(2)  Five-Year Credit Agreement dated as of December 10, 2004, as amended and restated as of May 12, 2006, among Registrant, certain subsidiaries of Registrant, J.P. Morgan Chase Bank, N.A. as lender and administrative agent, and the other lenders party thereto, incorporated by reference to Exhibit(4) ofForm 10-Q of Registrant for the three months ended June 30, 2006.
 4(3)  Indenture dated as of October 1, 1999 between Registrant and The Chase Manhattan Bank, as Trustee, incorporated by reference to Exhibit 4(1) ofForm 10-Q of Registrant for the three months ended September 30, 1999.
 4(4)  First Supplemental Indenture dated as of October 1, 1999 between Registrant and The Chase Manhattan Bank, as Trustee, relating to Registrant’s 73/8% Notes due 2009 and 77/8% Notes due 2029, incorporated by reference to Exhibit 4(2) toForm 10-Q of Registrant for the three months ended September 30, 1999.
 4(5)  Prospectus Supplement dated August 8, 2001 to Prospectus dated July 27, 2001 relating to Registrant’s 5.30% Notes due 2004, 5.90% Notes due 2006, 6.65% Notes due 2011 and 7.30% Notes due 2031, incorporated by reference to Registrant’s prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933 on August 9, 2001.
 4(6)  
Prospectus Supplement dated February 28, 2002 to Prospectus dated July 27, 2001 relating to Registrant’s 7.125% Notes due 2033, incorporated by reference to Registrant’s prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933 on February 28, 2002.

Other instruments defining the rights of holders of long-term debt of Registrant and its consolidated subsidiaries are not being filed since the total amount of securities authorized under each such instrument does not exceed 10 percent of the total assets of Registrant and its subsidiaries on a consolidated basis. Registrant agrees to furnish to the Commission a copy of any instruments defining the rights of holders of long-term debt of Registrant and its subsidiaries upon request.
 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) ofForm 10-Q of Registrant for the three months ended June 30, 1981.


82


 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 ofForm 10-Q of Registrant for the three months ended September 30, 1990.


86


 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) ofForm 10-K of Registrant for the fiscal year ended December 31, 1993.
 10(4)  Third Extension and Amendment Agreement dated April 15, 1998 and effective October 30, 1998 among Hess Oil Virgin Islands Corp., PDVSA V.I., Inc., HOVENSA L.L.C. and the Government of the Virgin Islands incorporated by reference to Exhibit 10(4) ofForm 10-K of Registrant for the fiscal year ended December 31, 1998.
 10(5)* Incentive Cash Bonus Plan description incorporated by reference to Item 1.01 ofForm 8-K of Registrant dated February 7, 2007.6, 2008.
 10(6)* Financial Counseling Program description incorporated by reference to Exhibit 10(6) ofForm 10-K of Registrant for fiscal year ended December 31, 2004.
 10(7)* Hess Corporation Savings and Stock Bonus Plan.Plan incorporated by reference to Exhibit 10(7) of Form 10-K of Registrant for fiscal year ended December 31, 2006.
 10(8)* Performance Incentive Plan for Senior Officers, incorporated by reference to Exhibit (10) ofForm 10-Q of Registrant for the three months ended June 30, 2006.
 10(9)* Hess Corporation Pension Restoration Plan dated January 19, 1990 incorporated by reference to Exhibit 10(9) ofForm 10-K of Registrant for the fiscal year ended December 31, 1989.
 10(10)* Amendment dated December 31, 2006 to Hess Corporation Pension Restoration Plan.Plan incorporated by reference to Exhibit 10(10) of Form 10-K of Registrant for fiscal year ended December 31, 2006.
 10(11)* Letter Agreement dated May 17, 2001 between Registrant and John P. Rielly relating to Mr. Rielly’s participation in the Hess Corporation Pension Restoration Plan, incorporated by reference to Exhibit 10(18) ofForm 10-K of Registrant for the fiscal year ended December 31, 2002.
 10(12)* Second Amended and Restated 1995 Long-Term Incentive Plan, including forms of awards thereunder incorporated by reference to Exhibit 10(11) ofForm 10-K of Registrant for fiscal year ended December 31, 2004.
 10(13)* Compensation program description for non-employee directors, incorporated by reference to Item 1.01 ofForm 8-K of Registrant dated January 1, 2007.
 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) ofForm 10-Q of Registrant for the three months ended September 30, 1999. Substantially identical agreements (differing only in the signatories thereto) were entered into between Registrant and J. Barclay Collins, John J. O’Connor and F. Borden Walker.
 10(15)* Change of Control Termination Benefits Agreement dated as of September 1, 1999 between Registrant and John A. Gartman incorporated by reference to Exhibit 10(14) ofForm 10-K of Registrant for the fiscal year ended December 31, 2001. Substantially identical agreements (differing only in the signatories thereto) were entered into between Registrant and other executive officers (other than the named executive officers referred to in Exhibit 10(15)).
 10(16)* Letter Agreement dated March 18, 2002 between Registrant and John J. O’Connor relating to Mr. O’Connor’s participation in the Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(15) ofForm 10-K of Registrant for the fiscal year ended December 31, 2001.
��10(17)* Letter Agreement dated March 18, 2002 between Registrant and F. Borden Walker relating to Mr. Walker’s participation in the Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(16) ofForm 10-K of Registrant for the fiscal year ended December 31, 2001.
 10(18)* Deferred Compensation Plan of Registrant dated December 1, 1999 incorporated by reference to Exhibit 10(16) ofForm 10-K of Registrant for the fiscal year ended December 31, 1999.
 10(19)  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 ofForm 8-K of Registrant dated October 30, 1998.

83


 10(20)  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 ofForm 8-K of Registrant dated October 30, 1998.
 21  Subsidiaries of Registrant.

87


 
23  Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, dated February 23, 2007,22, 2008, to the incorporation by reference in Registrant’s Registration Statements(Form S-8Nos. 333-115844,333-94851 (Form S-8 Nos. 333-115844, 333-94851 and333-43569, andForm S-3 Nos.333-110294 and333-132145), of its reports relating to Registrant’s financial statements, which consent appears onpage F-186 herein.
 31(1)  Certification required byRule 13a-14(a) (17 CFR240.13a-14(a)) orRule 15d-14(a)(17 (17 CFR 240.15d-14(a)).
 31(2)  Certification required byRule 13a-14(a) (17 CFR240.13a-14(a)) orRule 15d-14(a) (17 CFR240.15d-14(a)).
 32(1)  Certification required byRule 13a-14(b) (17 CFR240.13a-14(b)) orRule 15d-14(b) (17 CFR240.15d-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 byRule 13a-14(b) (17 CFR240.13a-14(b)) orRule 15d-14(b) (17 CFR240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
 
 
*These exhibits relate to executive compensation plans and arrangements.
 
(b)  Reports onForm 8-K
 
During the three months ended December 31, 2006,2007, Registrant filed or furnished the following report onForm 8-K:
 
1. Filing dated October 25, 200631, 2007 reporting under Items 2.02 and 9.01, a news release dated October 25, 200631, 2007 reporting results for the third quarter of 2006.2007.

8884


 
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 28th22nd day of February 2007.2008.
 
HESS CORPORATION
     (Registrant)
 
 By 
/s/  John P. Rielly
(John P. Rielly)
Senior Vice President and
Chief Financial Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
       
Signature
 
Title
 
Date
 
/s/  John B. Hess

John B. Hess
 Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
 February 28, 200722, 2008
     
/s/  Nicholas F. Brady

Nicholas F. Brady
 Director February 28, 200722, 2008
     
/s/  J. Barclay Collins II

J. Barclay Collins II
 Director February 28, 200722, 2008
     
/s/  Edith E. Holiday

Edith E. Holiday
 Director February 28, 200722, 2008
     
/s/  Thomas H. Kean

Thomas H. Kean
 Director February 28, 200722, 2008
     
/s/  Dr. Risa Lavizzo-Mourey

Dr. Risa Lavizzo-Mourey
 Director February 28, 200722, 2008
     
/s/  Craig G. Matthews

Craig G. Matthews
 Director February 28, 200722, 2008
     
/s/  John H. Mullin

John H. Mullin
 Director February 28, 200722, 2008
     
/s/  John J. O’Connor

John J. O’Connor
 Director February 28, 200722, 2008
     
/s/  Frank A. Olson

Frank A. Olson
 Director February 28, 2007
/s/  John P. Rielly

John P. Rielly
Senior Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
February 28, 200722, 2008
     
/s/  Ernst H. von MetzschJohn P. Rielly

Ernst H. von MetzschJohn P. Rielly
 DirectorSenior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 28, 200722, 2008
     
/s/  F. Borden WalkerErnst H. von Metzsch

F. Borden WalkerErnst H. von Metzsch
 Director February 28, 200722, 2008
     
/s/  F. Borden Walker

F. Borden Walker
DirectorFebruary 22, 2008
/s/  Robert N. Wilson

Robert N. Wilson
 Director February 28, 200722, 2008


8985


 
Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in the Registration Statements(Form S-3 Nos.333-110294 and333-132145 andForm S-8 Nos.333-115844,333-94851 and333-43569 pertaining to the Second Amended and Restated 1995 Long-Term Incentive Plan, the Amended and Restated 1995 Long- TermLong-Term Incentive Plan and the Hess Corporation Employees’ Savings and Stock Bonus Plan) of Hess Corporation of our reports dated February 23, 2007,22, 2008, with respect to the consolidated financial statements and schedule of Hess Corporation Hess Corporation management’s assessment of the effectiveness of internal control over financial reporting,and consolidated subsidiaries, and the effectiveness of internal control over financial reporting of Hess Corporation, included in this Annual Report(Form 10-K) for the year ended December 31, 2006.2007.
 
YOUNG)">
 
New York, NY
February 23, 200722, 2008


9086


Schedule II
 
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
 
VALUATION AND QUALIFYING ACCOUNTS
 
For the Years Ended December 31, 2007, 2006 2005 and 20042005
 
                                        
   Additions        Additions     
   Charged
          Charged
       
   to Costs
 Charged
 Deductions
      to Costs
 Charged
 Deductions
   
 Balance
 and
 to Other
 from
 Balance
  Balance
 and
 to Other
 from
 Balance
 
Description
 January 1 Expenses Accounts Reserves December 31  January 1 Expenses Accounts Reserves December 31 
 (In millions)  (In millions) 
2007
                    
Losses on receivables $39  $5  $  $3  $41 
           
2006
                                        
Losses on receivables $30  $14  $   $5  $39  $30  $14  $  $5  $39 
           
Deferred income tax valuation $76  $24  $66  $2  $164 
                      
2005                                        
Losses on receivables $17  $16  $2  $5  $30  $17  $16  $2  $5  $30 
                      
Deferred income tax valuation $77  $10  $2  $13  $76 
           
2004                    
Losses on receivables $18  $2  $2  $5  $17 
           
Deferred income tax valuation $126  $9  $13  $71  $77 
           
 


9187


EXHIBIT INDEX
 
     
 3(1)  Restated Certificate of Incorporation of Registrant, including amendment thereto dated May 3, 2006 incorporated by reference to Exhibit(3) of Registrant’sForm 10-Q for the three months ended June 30, 2006.
 3(2)  By-Laws of Registrant incorporated by reference to Exhibit 3 ofForm 10-Q of Registrant for the three months ended June 30, 2002.
 4(1)  Certificate of designations, preferences and rights of 3% cumulative convertible preferred stock of Registrant incorporated by reference to Exhibit 4 ofForm 10-Q of Registrant for the three months ended June 30, 2000.
 4(2)  Five-Year Credit Agreement dated as of December 10, 2004, as amended and restated as of May 12, 2006, among Registrant, certain subsidiaries of Registrant, J.P. Morgan Chase Bank, N.A. as lender and administrative agent, and the other lenders party thereto, incorporated by reference to Exhibit(4) ofForm 10-Q of Registrant for the three months ended June 30, 2006.
 4(3)  Indenture dated as of October 1, 1999 between Registrant and The Chase Manhattan Bank, as Trustee, incorporated by reference to Exhibit 4(1) ofForm 10-Q of Registrant for the three months ended September 30, 1999.
 4(4)  First Supplemental Indenture dated as of October 1, 1999 between Registrant and The Chase Manhattan Bank, as Trustee, relating to Registrant’s 73/8% Notes due 2009 and 77/8% Notes due 2029, incorporated by reference to Exhibit 4(2) toForm 10-Q of Registrant for the three months ended September 30, 1999.
 4(5)  Prospectus Supplement dated August 8, 2001 to Prospectus dated July 27, 2001 relating to Registrant’s 5.30% Notes due 2004, 5.90% Notes due 2006, 6.65% Notes due 2011 and 7.30% Notes due 2031, incorporated by reference to Registrant’s prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933 on August 9, 2001.
 4(6)  Prospectus Supplement dated February 28, 2002 to Prospectus dated July 27, 2001 relating to Registrant’s 7.125% Notes due 2033, incorporated by reference to Registrant’s prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933 on February 28, 2002.
    Other instruments defining the rights of holders of long-term debt of Registrant and its consolidated subsidiaries are not being filed since the total amount of securities authorized under each such instrument does not exceed 10 percent of the total assets of Registrant and its subsidiaries on a consolidated basis. Registrant agrees to furnish to the Commission a copy of any instruments defining the rights of holders of long-term debt of Registrant and its subsidiaries upon request.
 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) ofForm 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 ofForm 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) ofForm 10-K of Registrant for the fiscal year ended December 31, 1993.
 10(4)  Third Extension and Amendment Agreement dated April 15, 1998 and effective October 30, 1998 among Hess Oil Virgin Islands Corp., PDVSA V.I., Inc., HOVENSA L.L.C. and the Government of the Virgin Islands incorporated by reference to Exhibit 10(4) ofForm 10-K of Registrant for the fiscal year ended December 31, 1998.
 10(5)* Incentive Cash Bonus Plan description incorporated by reference to Item 1.01 ofForm 8-K of Registrant dated February 7, 2007.6, 2008.
 10(6)* Financial Counseling Program description incorporated by reference to Exhibit 10(6) ofForm 10-K of Registrant for fiscal year ended December 31, 2004.
 10(7)* Hess Corporation Savings and Stock Bonus Plan.Plan incorporated by reference to Exhibit 10(7) ofForm 10-K of Registrant for fiscal year ended December 31, 2006.
 10(8)* Performance Incentive Plan for Senior Officers, incorporated by reference to Exhibit (10) ofForm 10-Q of Registrant for the three months ended June 30, 2006.
 10(9)* Hess Corporation Pension Restoration Plan dated January 19, 1990 incorporated by reference to Exhibit 10(9) ofForm 10-K of Registrant for the fiscal year ended December 31, 1989.


     
 10(10)* Amendment dated December 31, 2006 to Hess Corporation Pension Restoration Plan.Plan incorporated by reference to Exhibit 10(10) of Form 10-K of Registrant for fiscal year ended December 31, 2006.
 10(11)* Letter Agreement dated May 17, 2001 between Registrant and John P. Rielly relating to Mr. Rielly’s participation in the Hess Corporation Pension Restoration Plan, incorporated by reference to Exhibit 10(18) ofForm 10-K of Registrant for the fiscal year ended December 31, 2002.
 10(12)* Second Amended and Restated 1995 Long-Term Incentive Plan, including forms of awards thereunder incorporated by reference to Exhibit 10(11) ofForm 10-K of Registrant for fiscal year ended December 31, 2004.
 10(13)* Compensation program description for non-employee directors, incorporated by reference to Item 1.01 ofForm 8-K of Registrant dated January 1, 2007.
 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) ofForm 10-Q of Registrant for the three months ended September 30, 1999. Substantially identical agreements (differing only in the signatories thereto) were entered into between Registrant and J. Barclay Collins, John J. O’Connor and F. Borden Walker.
 10(15)* Change of Control Termination Benefits Agreement dated as of September 1, 1999 between Registrant and John A. Gartman incorporated by reference to Exhibit 10(14) ofForm 10-K of Registrant for the fiscal year ended December 31, 2001. Substantially identical agreements (differing only in the signatories thereto) were entered into between Registrant and other executive officers (other than the named executive officers referred to in Exhibit 10(15)).
 10(16)* Letter Agreement dated March 18, 2002 between Registrant and John J. O’Connor relating to Mr. O’Connor’s participation in the Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(15) ofForm 10-K of Registrant for the fiscal year ended December 31, 2001.
 10(17)* Letter Agreement dated March 18, 2002 between Registrant and F. Borden Walker relating to Mr. Walker’s participation in the Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(16) ofForm 10-K of Registrant for the fiscal year ended December 31, 2001.
 10(18)* Deferred Compensation Plan of Registrant dated December 1, 1999 incorporated by reference to Exhibit 10(16) ofForm 10-K of Registrant for the fiscal year ended December 31, 1999.
 10(19)  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 ofForm 8-K of Registrant dated October 30, 1998.
 10(20)  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 ofForm 8-K of Registrant dated October 30, 1998.
 21  Subsidiaries of Registrant.
 23  Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, dated February 23, 2007,22, 2008, to the incorporation by reference in Registrant’s Registration Statements(Form S-8 Nos.333-115844,333-94851 and333-43569, andForm S-3 Nos.333-110294 and333-132145), of its reports relating to Registrant’s financial statements, which consent appears onpage F-186 herein.
 31(1)  Certification required byRule 13a-14(a) (17 CFR240.13a-14(a)) orRule 15d-14(a) (17
(17 CFR240.15d-14(a)).
 31(2)  Certification required byRule 13a-14(a) (17 CFR240.13a-14(a)) orRule 15d-14(a) (17
(17 CFR240.15d-14(a)).
 32(1)  Certification required byRule 13a-14(b) (17 CFR240.13a-14(b)) orRule 15d-14(b) (17
(17 CFR240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18
(18 U.S.C. 1350).
 32(2)  Certification required byRule 13a-14(b) (17 CFR240.13a-14(b)) orRule 15d-14(b) (17
(17 CFR240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18
(18 U.S.C. 1350).
 
 
*These exhibits relate to executive compensation plans and arrangements.