19. Guarantees, Contingencies and Commitments

Guarantees and Contingencies

At December 31, 2015, we have $32 million in letters of credit for which we are contingently liable. In addition, we are subject to loss contingencies with respect to various claims, lawsuits and other proceedings. A liability is recognized in our consolidated financial statements when it is probable that 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, we disclose the nature of those contingencies. We cannot predict with certainty if, how or when existing claims, lawsuits and proceedings will be resolved or what the eventual relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek indeterminate damages. Numerous issues may need to be resolved, including through lengthy discovery, conciliation and/or arbitration proceedings, or litigation before a loss or range of loss can be reasonably estimated. Subject to the foregoing, in management’s opinion, based upon currently known facts and circumstances, the outcome of such lawsuits, claims and proceedings, including the matters described below, is not expected to have a material adverse effect on our financial condition. However, we could incur judgments, enter into settlements or revise our opinion regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations in the period in which the amounts are accrued and our cash flows in the period in which the amounts are paid.

In May 2005, the government of the U.S. Virgin Islands filed a complaint in the District Court of the Virgin Islands against HOVENSA LLC (“HOVENSA”), a 50/50 joint venture between our subsidiary, Hess Oil Virgin Islands Corp. (“HOVIC”), and a subsidiary of Petroleos de Venezuela S.A. (PDVSA), and other companies that operated industrial facilities on the south shore of St. Croix asserting that the defendants are liable under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and territorial statutory and common law for damages to natural resources. In 2014, HOVIC, HOVENSA and the government of the U.S. Virgin Islands entered into a settlement agreement pursuant to which HOVENSA paid $3.5 million and agreed to pay the government of the U.S. Virgin Islands an additional $40 million no later than December 31, 2014. On September 15, 2015, HOVENSA filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States District Court of the Virgin Islands - Bankruptcy Division (the “Bankruptcy Court”) and commenced a court-supervised sale of substantially all of its assets pursuant to section 363 of the Bankruptcy Code. To fund HOVENSA's sale process and orderly wind-down, HOVENSA entered into a $40 million debtor-in-possession credit facility with HOVENSA’s owners, the terms of which were approved by the Bankruptcy Court. On December 1, 2015, the Bankruptcy Court entered an order approving the sale of HOVENSA’s terminal and refinery assets to Limetree Bay Terminals, LLC (“Limetree”). The Senate of the U.S. Virgin Islands approved the sale on December 29, 2015, and the sale to Limetree was completed on January 4, 2016. The $40 million claim held by the U.S. Virgin Islands government against HOVENSA on account of the 2014 settlement agreement was also paid from the sale proceeds. On January 19, 2016, the Bankruptcy Court entered an order confirming HOVENSA’s Chapter 11 plan of liquidation (the “Liquidation Plan”). Under the Liquidation Plan, HOVENSA established a liquidating trust to distribute certain assets and sale proceeds to its creditors, established an environmental response trust to administer to HOVENSA’s remaining environmental obligations and will conduct an orderly wind-down of its remaining activities. The Liquidation Plan also provides for releases of any claims held by HOVENSA and its bankruptcy estate against us and HOVIC, and releases any claims held by certain third-party creditors of HOVENSA against us and HOVIC both effective upon the effective date of the Liquidation Plan. In connection with the Liquidation Plan and HOVENSA’s asset sale, HOVIC relinquished its claims against HOVENSA on account of the promissory notes issued by HOVENSA to HOVIC.

On September 13, 2015, the government of the U.S. Virgin Islands filed a complaint against us in the territorial Superior Court of the Virgin Islands, Division of St. Croix, alleging, among other things, that we violated territorial statutes and committed various torts in connection with the 50% ownership interest of our subsidiary, HOVIC, in HOVENSA. In connection with the closing of HOVENSA’s asset sale to Limetree, we, the government of the U.S. Virgin Islands, HOVIC, HOVENSA, and PDVSA entered into a mutual release agreement that resulted in the dismissal, with prejudice, of all pending litigation among those parties, including the lawsuit filed by the government of the U.S. Virgin Islands against us and various tax refund lawsuits filed by HOVIC and PDVSA against the government of the U.S. Virgin Islands. As part of this agreement, the government of the U.S. Virgin Islands also granted us, HOVIC, and HOVENSA a general release of all other existing claims, with the exception of claims related to environmental matters, which were released upon the establishment of the environmental response trust in connection with the Liquidation Plan.

In February 2015, the Pension Benefit Guaranty Corporation (PBGC) issued a notice of determination to terminate the HOVENSA pension plan. In connection with the HOVENSA’s sale to Limetree and the Liquidation Plan, the Corporation assumed the HOVENSA pension plan upon the effective date of the Liquidation Plan and PBGC withdrew its notice of determination. In 2015, we recorded a charge of $30 million primarily representing the estimated net difference between the HOVENSA pension plan obligation and fair value of the plan assets.

On July 25, 2011, the Virgin Islands Department of Planning and Natural Resources commenced an enforcement action against HOVENSA by issuance of documents titled “Notice Of Violation, Order For Corrective Action, Notice Of Assessment of Civil Penalty, Notice Of Opportunity For Hearing” (the “NOVs”). The NOVs assert violations of Virgin Islands’ Air Pollution Control laws and regulations arising out of odor incidents on St. Croix in May 2011 and proposed total penalties of $210,000. We expect that any penalties arising from this matter will be covered by the liquidating trust established under the Liquidation Plan.

We, along with many companies engaged in refining and marketing of gasoline, have been a party to lawsuits and claims related to the use of methyl tertiary butyl ether (MTBE) in gasoline. A series of similar lawsuits, many involving water utilities or governmental entities, were filed in jurisdictions across the U.S. against producers of MTBE and petroleum refiners who produced gasoline containing MTBE, including us. The principal allegation in all cases was that gasoline containing MTBE is a defective product and that these parties are strictly liable in proportion to their share of the gasoline market for damage to groundwater resources and are required to take remedial action to ameliorate the alleged effects on the environment of releases of MTBE. The majority of the cases asserted against us have been settled. In June 2014, the Commonwealth of Pennsylvania and the State of Vermont each filed independent lawsuits alleging that we and all major oil companies with operations in each respective state, have damaged the groundwater in those states by introducing thereto gasoline with MTBE. The Pennsylvania suit has been removed to Federal court and has been forwarded to the existing MTBE multidistrict litigation pending in the Southern District of New York. The suit filed in Vermont is proceeding there in a state court. An action brought by the Commonwealth of Puerto Rico was settled in conjunction with the Bankruptcy Court’s confirmation of HOVENSA’s Liquidation Plan.

We received a directive from the New Jersey Department of Environmental Protection (NJDEP) to remediate contamination in the sediments of the lower Passaic River and the NJDEP is also seeking natural resource damages. The directive, insofar as it affects us, relates to alleged releases from a petroleum bulk storage terminal in Newark, New Jersey we previously owned. We and over 70 companies entered into an Administrative Order on Consent with the Environmental Protection Agency (EPA) to study the same contamination; this work remains ongoing. We and other parties settled a cost recovery claim by the State of New Jersey and also agreed with EPA to fund remediation of a portion of the site. The EPA is continuing to study contamination and remedial designs for other portions of the River. To that end, in April 2014 EPA issued a Focused Feasibility Study (“FFS”) proposing to conduct bank-to-bank dredging of the lower eight miles of the Passaic River at an estimated cost of $1.7 billion. EPA may issue a Record of Decision (“ROD”) in 2016 selecting a remedy for the lower eight miles based on the FFS, but the ultimate remedy (and associated cost) for the lower Passaic River remains uncertain at this stage. The ROD is unlikely to address an additional nine miles of the Passaic River, which may require additional remedial action. In addition, the federal trustees for natural resources have begun a separate assessment of damages to natural resources in the Passaic River. Given the ongoing studies and the fact that EPA has not yet selected a remedy for part or all of the lower Passaic River, remedial costs cannot be reliably estimated at this time.

In March 2014, we received an Administrative Order from EPA requiring us and 26 other parties to undertake the Remedial Design for the remedy selected by the EPA for the Gowanus Canal Superfund Site in Brooklyn, New York. The remedy includes dredging of surface sediments and the placement of a cap over the deeper sediments throughout the Canal and in-situ stabilization of certain contaminated sediments that will remain in place below the cap. EPA has estimated that this remedy will cost $506 million; however, the ultimate costs that will be incurred in connection with the design and implementation of the remedy remain uncertain. Our alleged liability derives from our former ownership and operation of a fuel oil terminal adjacent to the Canal. We indicated to EPA that we would comply with the Administrative Order and are currently contributing funding for the Remedial Design based on an interim allocation of costs among the parties. At the same time, we are participating in an allocation process whereby neutral experts selected by the parties will determine the final shares of the Remedial Design costs to be paid by each of the participants. The parties have not yet addressed the allocation of costs associated with implementing the remedy that is currently being designed.

From time to time, we are involved in other judicial and administrative proceedings, including proceedings relating to other environmental matters. We cannot predict with certainty if, how or when such proceedings will be resolved or what the eventual relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek indeterminate damages. Numerous issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters before a loss or range of loss can be reasonably estimated for any proceeding. Subject to the foregoing, in management’s opinion, based upon currently known facts and circumstances, the outcome of such proceedings is not expected to have a material adverse effect on our financial condition, results of operations or cash flows.

Unconditional Purchase Obligations and Commitments

The following table shows aggregate information for certain unconditional purchase obligations and commitments at December 31, 2015 which are not included elsewhere within these Consolidated Financial Statements:

			Payments Due by Period
					2017 and		2019 and
	Total		2016		2018		2020		Thereafter
	(In millions)
Capital expenditures	$	1,750	$	1,503	$	247	$	—	$	—
Operating expenses		548		384		108		32		24
Transportation and related contracts		1,598		121		453		433		591