hes-10k_20151231.htm

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 ¨

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 ¨ 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 ¨

Indicate by check mark whether the registrant submitted electronically and posted on its Corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of voting stock held by non-affiliates of the Registrant amounted to $16,710,000,000, computed using the outstanding common shares and closing market price on June 30, 2015, the last business day of the Registrant’s most recently completed second fiscal quarter.

At February 19, 2016, there were 315,240,299 shares of Common Stock outstanding.

Part III is incorporated by reference from the Proxy Statement for the 2016 annual meeting of stockholders.

Unless the context indicates otherwise, references to “Hess”, the “Corporation”, “Registrant”, “we”, “us”, “our” and “its” refer to the consolidated business operations of Hess Corporation and its subsidiaries.

Certain sections in this Annual Report on Form 10-K, including information incorporated by reference herein, and those made under the captions Business and Properties, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk contain “forward-looking” statements, as defined under the Private Securities Litigation Reform Act of 1995. Generally, the words “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements related to our operations are based on our current understanding, assessments, estimates and projections. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations. As and when made, we believe that these forward-looking statements are reasonable. However, caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Risk factors that could materially impact future actual results are discussed under Item 1A. Risk Factors within this document.

Hess Corporation, incorporated in the State of Delaware in 1920, is a global Exploration and Production (E&P) company engaged in exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids, and natural gas with production operations located primarily in the United States (U.S.), Denmark, Equatorial Guinea, the Joint Development Area of Malaysia/Thailand (JDA), Malaysia, and Norway. The Bakken Midstream operating segment, which was established in the second quarter of 2015, provides fee-based services, including crude oil and natural gas gathering, processing of natural gas and the fractionation of natural gas liquids, transportation of crude oil by rail car, terminaling and loading crude oil and natural gas liquids, and the storage and terminaling of propane, primarily in the Bakken shale play of North Dakota. In July 2015, we sold a 50% interest in Hess Infrastructure Partners LP (HIP) for net cash consideration of approximately $2.6 billion. HIP and its affiliates primarily comprise the Bakken Midstream operating segment.

In 2013, we announced several initiatives to continue our transformation from an integrated energy company into a more geographically focused pure play E&P company. These initiatives represented the culmination of a multi-year strategic transformation designed to leverage our lean manufacturing capabilities across unconventional assets, exploit our deepwater drilling and project development capabilities, and execute a smaller, more targeted exploration program. This transformation was completed in 2015.

During 2013 through 2015, the Corporation sold mature or lower margin E&P assets in Algeria, Azerbaijan, Indonesia, Russia, Thailand, the United Kingdom (UK) North Sea, and certain interests onshore in the U.S. In addition, the transformation plan included fully exiting the Corporation’s Marketing and Refining (M&R) business, including its terminal, retail, energy marketing and energy trading operations, as well as the permanent shutdown of refining operations at its Port Reading, NJ facility. HOVENSA L.L.C. (HOVENSA), a 50/50 joint venture between the Corporation’s subsidiary, Hess Oil Virgin Islands Corp. (HOVIC), and a subsidiary of Petroleos de Venezuela S.A. (PDVSA), had previously shut down its U.S. Virgin Islands refinery in 2012 and continued operating solely as an oil storage terminal through the first quarter of 2015. In September 2015, HOVENSA filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States District Court of the Virgin Islands. In December 2015, the Government of St. Croix ratified a new operating agreement with the buyer of HOVENSA’s storage terminals, refining units, and marine infrastructure (St. Croix Facility) and in January 2016, the buyer completed the purchase of the assets of the St. Croix Facility. Under the court approved Chapter 11 plan of liquidation (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. See Item 3. Legal Proceedings.

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for further details.

Proved reserves are calculated using the average price during the twelve month period ending December 31 determined as an unweighted arithmetic average of the price on the first day of each month within the year, unless prices are defined by contractual agreements, excluding escalations based on future conditions. Crude oil prices used in the determination of proved reserves at December 31, 2015 were $55.10 per barrel for Brent (2014: $101.35) and $50.13 per barrel for WTI (2014: $94.42). Negative reserve revisions resulting from lower crude oil prices in 2015 reduced proved reserves at December 31, 2015 by 234 million barrels of oil equivalent (boe), and represent the primary reason for the decrease in total proved reserves year-on-year. These negative revisions represent primarily proved undeveloped reserves that were not economically producible at the stipulated lower prices.

Our total proved developed and undeveloped reserves at December 31 were as follows:

	Crude Oil, Condensate &								Total Barrels of Oil
	Natural Gas Liquids (a)				Natural Gas				Equivalent (BOE) (b)
	2015		2014		2015		2014		2015		2014
	(Millions of barrels)				(Millions of mcf)				(Millions of barrels)
Developed
United States		304		320		368		350		365		378
Europe (c)		126		123		123		96		147		139
Africa		148		163		137		144		171		187
Asia		5		3		643		329		112		58
		583		609		1,271		919		795		762
Undeveloped
United States		116		311		137		270		139		356
Europe (c)		104		168		111		124		122		189
Africa		24		25		11		11		26		27
Asia		—		4		24		557		4		97
		244		508		283		962		291		669
Total
United States		420		631		505		620		504		734
Europe (c)		230		291		234		220		269		328
Africa		172		188		148		155		197		214
Asia		5		7		667		886		116		155
		827		1,117		1,554		1,881		1,086		1,431

	Crude Oil, Condensate &								Total Barrels of Oil
	Natural Gas Liquids				Natural Gas				Equivalent (BOE) (b)
	2015		2014		2015		2014		2015		2014
	(Millions of barrels)				(Millions of mcf)				(Millions of barrels)
Developed		98		95		84		67		112		106
Undeveloped		100		161		107		113		118		180
Total		198		256		191		180		230		286

Proved undeveloped reserves were 27% of our total proved reserves at December 31, 2015 on a boe basis (2014: 47%). Proved reserves held under production sharing contracts totaled 5% of our crude oil and natural gas liquids reserves, and 44% of our natural gas reserves at December 31, 2015 (2014: 5% and 49%, respectively).

For additional information regarding our proved oil and gas reserves, see the Supplementary Oil and Gas Data to the Consolidated Financial Statements presented on pages 83 through 91, which includes a discussion of the implications that potential sustained lower crude oil prices may have on proved reserves at December 31, 2016.

Worldwide crude oil, natural gas liquids and natural gas production was as follows:

	2015		2014		2013
Crude oil (thousands of barrels per day)
United States
Bakken		81		66		55
Other Onshore		10		10		10
Total Onshore		91		76		65
Offshore		56		51		43
Total United States		147		127		108
Europe
Norway		27		25		20
Denmark		11		11		8
Russia		—		—		16
		38		36		44
Africa
Equatorial Guinea		44		43		44
Libya		—		4		13
Algeria		7		7		5
		51		54		62
Asia
Azerbaijan		—		—		2
Indonesia		—		—		5
Joint Development Area of Malaysia/Thailand (JDA) and Other		2		3		4
		2		3		11
Total		238		220		225

	2015		2014		2013
Natural gas liquids (thousands of barrels per day)
United States
Bakken		20		10		6
Other Onshore		12		7		4
Total Onshore		32		17		10
Offshore		6		6		5
Total United States		38		23		15
Europe		1		1		1
Asia		—		—		1
Total		39		24		17

	2015		2014		2013
Natural gas (thousands of mcf per day)
United States
Bakken		64		40		38
Other Onshore		109		47		25
Total Onshore		173		87		63
Offshore		87		78		61
Total United States		260		165		124
Europe
Norway		28		25		15
Denmark		15		11		7
United Kingdom		—		—		1
		43		36		23
Asia and Other
Joint Development Area of Malaysia/Thailand (JDA)		230		222		235
Thailand		—		29		87
Indonesia		—		1		52
Malaysia (a)		52		60		33
Other		—		—		11
		282		312		418
Total		585		513		565
Barrels of oil equivalent (per day) (b)		375		329		336

Our production in the U.S. was from onshore properties, principally in the Bakken oil shale play in the Williston Basin of North Dakota, the Utica Basin of Ohio, the Permian Basin of Texas and offshore properties in the Gulf of Mexico.

Bakken: At December 31, 2015, we held 583,000 net acres in the Bakken. During 2015, we operated an average of 8.5 rigs, drilled 182 wells, completed 212 wells, and brought on production 219 wells, bringing the total operated production wells to 1,201. In 2016, we plan to operate an average of 2 rigs to drill approximately 50 wells and bring approximately 80 wells on production. The improved efficiency of our drilling operations can largely be attributed to application of our lean manufacturing capabilities.

Utica: We own a 50% working interest in approximately 50,000 net acres in the wet gas area of the Utica Basin of Ohio. During 2015, a total of 24 wells were drilled, 32 wells were completed and 32 wells were brought on production. In June 2015, we and our joint venture partner reduced drilling activity to a single Hess operated rig, and in 2016 we plan to suspend drilling activities after we bring onto production 14 wells. In 2015, we sold approximately 13,000 acres of Utica dry gas acreage for consideration of approximately $120 million.

Permian: We operate and hold a 34% interest in the Seminole‑San Andres Unit in the Permian Basin.

Offshore: At December 31, 2015, we held interests in 108 blocks in the deepwater Gulf of Mexico. Our production offshore in the Gulf of Mexico was principally from the Tubular Bells (Hess 57%), Shenzi (Hess 28%), Llano (Hess 50%), Conger (Hess 38%), Baldpate (Hess 50%), Hack Wilson (Hess 25%) and Penn State (Hess 50%) fields. In addition, we are operator of the Stampede development project (Hess 25%) and have interests in non-operated exploration blocks including Sicily (Hess 25%) and Melmar (Hess 35%). At December 31, 2015, we held 75 exploration blocks containing approximately 250,000 net undeveloped acres of which leases for 46 exploration blocks containing 165,000 net undeveloped acres are due to expire in the next three years. During 2015, our interests in 73 exploration blocks expired or were relinquished.

Tubular Bells: At this Hess operated field, we achieved our first full year of production following first oil in late 2014. Four production wells have been completed to date. In 2016, we intend to complete one water injector well, drill one production well, perform two wellbore stimulations, and complete a workover on a third well to open a stuck subsurface safety valve.

Shenzi: At this BHP Billiton Petroleum operated field, drilling continued during 2015 with the completion of two production wells and one appraisal well. In 2016, the operator plans to complete a water injection well.

Stampede: At this Hess operated project in the Green Canyon area of the Gulf of Mexico, the co-owners sanctioned the field development and committed to two deepwater drilling rigs in 2014. The first rig is expected to commence drilling in the first quarter of 2016 and the second rig is expected to commence drilling in the first quarter of 2017. Construction of production facilities and subsea equipment is underway, with first production from the field targeted for 2018 at an expected net rate of 15,000 barrels of oil equivalent per day (boepd).

Sicily: At this Chevron operated prospect in the Keathley Canyon area of the deepwater Gulf of Mexico, the operator successfully completed drilling and logging activities of its initial exploration well in 2015. The discovery well was drilled to a depth of 30,214 feet and is being evaluated. Drilling of an appraisal well to further evaluate the discovery commenced in December 2015.

Melmar: At this ConocoPhillips operated prospect in the Alaminos Canyon area of the deepwater Gulf of Mexico, the operator commenced drilling of an initial exploration well in December 2015.

Norway: At the BP operated offshore Valhall Field (Hess 64%), in 2015 the operator drilled one well and completed three wells. In the first quarter of 2013, the operator completed the installation of a new production, utilities and accommodation platform that extended the field life by approximately 40 years. In 2016, the operator is expected to continue a multi-year well abandonment program.

Denmark: At the Hess operated offshore South Arne Field (Hess 62%), we expect to complete drilling of a previously sanctioned eleven well multi-year program in the first quarter of 2016.

Equatorial Guinea: At the Hess operated offshore Block G (Hess 85% paying interest, national oil company of Equatorial Guinea 5% carried interest), we have production from the Okume and Ceiba Fields. In 2015, we deferred the remaining portion of an infill drilling program on the Okume Field.

Algeria: Prior to its sale on December 31, 2015, we had a 49% interest in a venture with the Algerian national oil company that redeveloped three onshore oil fields.

Ghana: At the Hess operated offshore Deepwater Tano/Cape Three Points license (Hess 50% license interest), we have drilled seven successful exploration wells on the block since 2011. In May 2013, we submitted appraisal plans for each of the seven discoveries, which comprise both oil and natural gas, to the Ghanaian government for approval. Five appraisal plans have been approved and discussions continue with the Ghanaian government to receive approval on the remaining two appraisal plans. In 2014, we drilled three successful appraisal wells. Well results continue to be evaluated and development planning is progressing. The government of Côte d’Ivoire has challenged the maritime border between it and the country of Ghana, which includes a portion of our Deepwater Tano/Cape Three Points license. We are unable to proceed with development of this license until there is a resolution of this matter, which may also impact our ability to develop the license. The International Tribunal for Law of the Sea is expected to render a final ruling on the maritime border dispute in 2017. Under terms of our license, the deadline to declare commerciality for the Pecan Field, which would be the primary development hub for the block, is in March 2016, and the deadline to submit a plan of development is in September 2016. We have requested an extension of the submission deadline for a plan of development for the Pecan Field, and will continue to work with the government on how best to progress work on the Block given the maritime border dispute. See Capitalized Exploratory Well Costs in Note 5, Property, Plant and Equipment in the Notes to the Consolidated Financial Statements for details of wells capitalized at December 31, 2015 and previously capitalized well costs charged to expense in 2015.

Libya: At the onshore Waha concession in Libya, which include the Defa, Faregh, Gialo, North Gialo and Belhedan Fields (Hess 8%), the operator shut in production in 2015 and for much of 2014 due to civil unrest. Net production averaged 4,000 bopd in 2014 and 13,000 bopd in 2013. Since December 2014, the national oil company of Libya has declared force majeure with respect to the Waha concession. We have after-tax net book value in our Libyan operations of approximately $120 million and total proved reserves of 159 million boe at December 31, 2015.

Joint Development Area of Malaysia/Thailand (JDA): At the Carigali Hess operated offshore Block A-18 in the Gulf of Thailand (Hess 50%), the operator continued development drilling in 2015 and made progress on a booster compression project that is expected to be completed by the third quarter of 2016.

Malaysia: Our production in Malaysia comes from our interest in Block PM301 (Hess 50%), which is adjacent to and is unitized with Block A‑18 of the JDA and our 50% interest in Blocks PM302, PM325 and PM326B located in the North Malay Basin (NMB), offshore Peninsular Malaysia, where we operate a multi‑phase natural gas development project. NMB achieved first production in October 2013 from an Early Production System. We expect net production to increase from approximately 40 million cubic feet per day in 2016 to approximately 165 million cubic feet per day following the completion of full field development in 2017.

Australia: At the WA‑390‑P Block (Hess 100%) in the Carnarvon Basin, offshore Western Australia (also known as Equus) covering approximately 780,000 acres, we have drilled 13 natural gas discoveries. In late 2014, we executed a non-binding letter of intent with a potential liquefaction partner and began joint front-end engineering studies in 2015. Discussions with potential long-term purchasers of liquefied natural gas were also initiated in 2015. Successful negotiation of a binding agreement with the third-party liquefaction partner is necessary before we can execute a gas sales agreement and sanction development of the project. At our adjacent WA-474-P Block (Hess 100%), which could become part of the Equus project, we plan to drill a commitment well in 2016. See Capitalized Exploratory Well Costs in Note 5, Property, Plant and Equipment in the Notes to the Consolidated Financial Statements for details of wells capitalized at December 31, 2015 and previously capitalized well costs charged to expense in 2015.

Guyana: At the Esso Exploration and Production Guyana Limited operated offshore Stabroek Block (Hess 30% participating interest), the operator announced a significant oil discovery at the Liza-1 well in the second quarter of 2015. The operator plans to drill two appraisal wells, including one sidetrack with a production test, and two exploration wells in 2016. A new 17,000 square kilometer 3D seismic shoot is near completion and the operator, along with its partners, continues to evaluate the resource potential of the block.

Kurdistan Region of Iraq: We relinquished our interests at the Hess operated Dinarta Block (80% paying interest, 64% working interest), and exited operations in the region in 2015.

Canada: In 2014 we acquired a 40% participating interest in four exploration licenses offshore Nova Scotia. We expect the operator, BP, to drill the first exploration well in 2017 and a second exploration well in 2018.

We have contracts to sell fixed quantities of our natural gas and natural gas liquids production. The natural gas contracts principally relate to producing fields in Asia. The most significant of these net commitments relates to the JDA where the minimum contract quantity of natural gas is estimated at 48 billion cubic feet per year based on current entitlements under a sales contract with the national oil companies of Malaysia and Thailand expiring in 2027. At the North Malay Basin development project, we have a commitment to deliver a minimum of 12 billion cubic feet of natural gas per year through 2033 from full field development start-up, which is expected in 2017. The Company’s estimated total volume of production subject to sales commitments is approximately 0.8 trillion cubic feet of natural gas. We also have natural gas liquids delivery commitments in the Bakken and Permian Basin of Texas through 2023 of approximately 9 million barrels per year, or approximately 97 million barrels over the life of the contracts.

We have not experienced any significant constraints in satisfying the committed quantities required by our sales commitments, and we anticipate being able to meet future requirements from available proved and probable reserves and projected third-party supply.

The following table presents our average selling prices and average production costs:

	2015		2014		2013
Average selling prices (a)
Crude oil - per barrel (including hedging)
United States
Onshore	$	42.67	$	81.89	$	90.00
Offshore		46.21		95.05		103.83
Total United States		44.01		87.21		95.50
Europe (b)		55.10		104.21		88.03
Africa		53.89		97.31		108.70
Asia		52.74		89.71		107.40
Worldwide		47.85		92.59		98.48
Crude oil - per barrel (excluding hedging)
United States
Onshore	$	41.22	$	81.89	$	89.81
Offshore		46.21		92.22		103.15
Total United States		43.11		86.06		95.11
Europe (b)		52.37		99.20		87.45
Africa		51.57		93.70		108.07
Asia		52.74		89.71		107.40
Worldwide		46.37		90.20		98.01
Natural gas liquids - per barrel
United States
Onshore	$	9.18	$	28.92	$	43.14
Offshore		14.40		30.40		29.18
Total United States		10.02		29.32		38.07
Europe (b)		24.59		52.66		58.31
Asia		—		—		74.94
Worldwide		10.52		30.59		40.68
Natural gas - per mcf
United States
Onshore	$	1.64	$	3.18	$	3.08
Offshore		2.03		3.79		2.83
Total United States		1.77		3.47		2.96
Europe (b)		6.72		10.00		11.06
Asia and other		5.97		6.94		7.50
Worldwide		4.16		6.04		6.64
Average production (lifting) costs per barrel of oil equivalent produced (c)
United States
Onshore	$	21.17	$	27.08	$	25.55
Offshore		7.03		5.06		4.98
Total United States		16.46		18.32		17.16
Europe (b)		23.73		29.14		36.02
Africa		23.31		22.39		19.26
Asia and other		8.46		10.67		12.89
Worldwide		17.23		19.14		19.28

Lifting costs included in the table above do 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.

At December 31, 2015 gross and net developed acreage and productive wells amounted to:

	Developed Acreage
	Applicable to				Productive Wells (a)
	Productive Wells				Oil				Gas
	Gross		Net		Gross		Net		Gross		Net
	(In thousands)
United States		1,288		824		2,724		1,300		156		78
Europe (b)		102		59		69		44		—		—
Africa		9,629		833		779		104		—		—
Asia and other		259		129		—		—		88		44
Total		11,278		1,845		3,572		1,448		244		122

Net exploratory and net development wells completed during the years ended December 31 were:

	Net Exploratory Wells						Net Development Wells
	2015		2014		2013		2015		2014		2013
Productive wells
United States		—		8		10		181		202		146
Europe		—		—		—		5		4		1
Africa		—		2		2		—		4		2
Asia and other		3		—		4		1		4		18
		3		10

DELAWARE		13-4921002
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
1185 AVENUE OF THE AMERICAS,		10036
NEW YORK, N.Y.		(Zip Code)
(Address of principal executive offices)

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock (par value $1.00)		New York Stock Exchange
Depositary Shares, each representing 1/20^th interest in a share of 8% Series A Mandatory Convertible Preferred Stock (par value $1.00)		New York Stock Exchange

Large accelerated filer þ		Accelerated filer ¨		Non-accelerated filer ¨		Smaller reporting company ¨
		(Do not check if a smaller reporting company)

	Undeveloped
	Acreage (a)
	Gross		Net
	(In thousands)
United States		716		459
Europe		9		1
Africa		6,433		3,123
Asia and other		14,883		6,974
Total (b)		22,041		10,557

Item No.		Page
	PART I
1 and 2.	Business and Properties	2
1A.	Risk Factors	14
1B.	Unresolved Staff Comments	17
3.	Legal Proceedings	17
4.	Mine Safety Disclosures	19
	PART II
5.	Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
6.	Selected Financial Data	23
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
7A.	Quantitative and Qualitative Disclosures About Market Risk	45
8.	Financial Statements and Supplementary Data	47
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	93
9A.	Controls and Procedures	93
9B.	Other Information	93
	PART III
10.	Directors, Executive Officers and Corporate Governance	93
11.	Executive Compensation	95
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	95
13.	Certain Relationships and Related Transactions, and Director Independence	95
14.	Principal Accounting Fees and Services	95
	PART IV
15.	Exhibits, Financial Statement Schedules	96
	Signatures	97