hes-10k_20171231.htm

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ 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 ☑

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 ☑ 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 ☑ 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. ☑

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex-change Act. ☐

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

The aggregate market value of voting stock held by non-affiliates of the Registrant amounted to $12,290,000,000, computed using the outstanding common shares and closing market price on June 30, 2017, the last business day of the Registrant’s most recently completed second fiscal quarter.

At December 31, 2017, there were 315,053,615 shares of Common Stock outstanding.

Part III is incorporated by reference from the Proxy Statement for the 2018 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,” “would,” “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 of relevant factors and reasonable assumptions about the future. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. As and when made, we believe that these forward-looking statements are reasonable. However, given these uncertainties, 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 and actual results may differ materially from those contained in any forward-looking statement we make. Except as required by law, we undertake no obligation 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.

Throughout this report, the following company or industry specific terms and abbreviations are used:

Appraisal well – An exploration well drilled to confirm the results of a discovery well, or a well used to determine the boundaries of a productive formation.

Barrel of oil equivalent or Boe – This reflects natural gas reserves converted on the basis of relative energy content of six mcf equals one barrel of oil equivalent (one mcf represents one thousand cubic feet). Barrel of oil equivalence does not necessarily result in price equivalence, as the equivalent price of natural gas on a barrel of oil equivalent basis has been substantially lower than the corresponding price for crude oil over the recent past. See the average selling prices in the table on page 9.

Condensate – A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that when produced, is in the liquid phase at surface pressure and temperature.

Development well – A well drilled within the proved area of an oil and/or natural gas reservoir with the intent of producing oil and/or natural gas from that area of the reservoir.

Dry hole or dry well – An exploratory or development well that does not find oil or natural gas in commercial quantities.

Exploratory well – A well drilled to find oil or natural gas in an unproved area or find a new reservoir in a field previously found to be productive by another reservoir.

Fractionation – Fractionation is the process by which the mixture of NGLs that results from natural gas processing is separated into the NGL components, such as ethane, propane, butane, isobutane, and natural gasoline, prior to their sale to various petrochemical and industrial end users. Fractionation is accomplished by controlling the temperature of the stream of mixed liquids in order to take advantage of the difference in boiling points of separate products.

Field – An area consisting of a single reservoir or multiple reservoirs all grouped or related to the same individual geological structural feature and/or stratigraphic condition.

Gross acreage – acreage in which a working interest is held by the Corporation.

Net acreage or Net wells – The sum of the fractional working interests owned by us in gross acres or gross wells.

NGLs or Natural gas liquids – Naturally occurring substances that are separated and produced by fractionating natural gas, including ethane, butane, isobutane, propane and natural gasoline. Natural gas liquids do not sell at prices equivalent to crude oil. See the average selling prices in the table on page 9.

Non-operated – Projects in which the Corporation has a working interest but does not perform the role of Operator.

Operator – The entity responsible for conducting and managing exploration, development, and/or production operations for an oil or gas project.

Participating interest – Reflects the proportion of exploration and production costs each party will bear or the proportion of production each party will receive, as set out in an operating agreement.

Production entitlement – The share of gross production the Corporation is entitled to receive under the terms of a production sharing contract.

Production sharing contract – An agreement between a host government and the owners (or co-owners) of a well or field regarding the percentage of production each party will receive after the parties have recovered a specified amount of capital and operational expenses.

Productive well – A well that is capable of producing hydrocarbons in sufficient quantities to justify commercial exploitation.

Proved reserves – In accordance with Securities and Exchange Commission regulations and practices recognized in the publication of the Society of Petroleum Engineers entitled, “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information,” those quantities of crude oil and condensate, NGLs and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

Proved developed reserves – Proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or for which the cost of the required equipment is relatively minor compared to the cost of a new well.

Proved undeveloped reserves – Proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

Working interest – An interest in an oil and gas property that provides the owner of the interest the right to drill for and produce oil and gas on the relevant acreage and requires the owner to pay a share of the costs of drilling and production operations.

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, the Malaysia/Thailand Joint Development Area (JDA) and Malaysia. The Corporation conducts exploration activities primarily offshore Guyana, Suriname, Canada and in the Gulf of Mexico, including at the Stabroek Block, offshore Guyana, where we have participated in six significant crude oil discoveries and sanctioned the first phase of a multi-phase development project at the Liza Field. During 2017, we sold our interests in Equatorial Guinea, Norway and our enhanced oil recovery assets in the Permian Basin, onshore U.S. The 2017 asset sales of higher cost, mature assets will provide funds toward our future development projects in the Stabroek Block, offshore Guyana. In the fourth quarter of 2017, we announced that we would commence a process to sell our interests in Denmark in 2018.

The Corporation’s Midstream operating segment provides fee-based services, including gathering, compressing and processing natural gas and fractionating natural gas liquids (NGLs); gathering, terminaling, loading and transporting crude oil and NGLs; and storing and terminaling propane, primarily in the Bakken and Three Forks Shale plays in the Williston Basin area of North Dakota. On January 1, 2017, the Corporation’s interests in a Permian Basin gas plant in West Texas and related CO₂ assets, and water handling assets in North Dakota were transferred from the E&P segment to the Midstream segment as a result of organizational changes to the management of those assets. In the third quarter of 2017, we completed the sale of our Midstream assets in the Permian Basin.

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, and exclude escalations based on future conditions. Crude oil prices used in the determination of proved reserves at December 31, 2017 were $51.19 per barrel for WTI (2016: $42.68) and $54.87 per barrel for Brent (2016: $44.45). Our total proved developed and undeveloped reserves at December 31 were as follows:

	Crude Oil & Condensate				Natural Gas Liquids				Natural Gas				Total Barrels of Oil Equivalent (BOE)
	2017		2016		2017		2016		2017		2016		2017		2016
	(Millions of bbls)				(Millions of bbls)				(Millions of mcf)				(Millions of bbls)
Developed
United States		239		245		87		59		526		404		414		371
Europe (a)		45		116		—		3		80		125		58		140
Africa		112		138		—		—		117		132		132		160
Asia and other		5		5		—		—		696		739		121		128
		401		504		87		62		1,419		1,400		725		799
Undeveloped
United States		194		110		84		27		354		186		337		168
Europe (a)		4		94		—		5		12		95		6		115
Africa		16		24		—		—		7		11		17		26
Asia and other (b)		44		—		—		—		149		5		69		1
		258		228		84		32		522		297		429		310
Total
United States		433		355		171		86		880		590		751		539
Europe (a)		49		210		—		8		92		220		64		255
Africa		128		162		—		—		124		143		149		186
Asia and other (b)		49		5		—		—		845		744		190		129
		659		732		171		94		1,941		1,697		1,154		1,109

Proved undeveloped reserves were 37% of our total proved reserves at December 31, 2017 on a boe basis (2016: 28%). Proved reserves held under production sharing contracts totaled 7% of our crude oil reserves and 44% of our natural gas reserves at December 31, 2017 (2016: 4% and 45%, 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 81 through 91.

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

	2017		2016		2015
Crude oil	(Thousands of barrels)
United States
Bakken		24,439		24,881		29,579
Other Onshore (a)		2,053		3,209		3,814
Total Onshore		26,492		28,090		33,393
Offshore		14,411		16,649		20,391
Total United States		40,903		44,739		53,784
Europe
Norway (a)		7,236		8,387		9,985
Denmark		2,988		3,636		3,981
		10,224		12,023		13,966
Africa
Equatorial Guinea (a)		9,201		11,898		15,881
Libya		3,542		387		20
Algeria		—		—		2,589
		12,743		12,285		18,490
Asia
JDA		586		616		613
Malaysia		289		152		196
		875		768		809

Total		64,745		69,815		87,049

	2017		2016		2015
	(Thousands of barrels)
Natural gas liquids
United States
Bakken		10,107		9,701		7,438
Other Onshore (a)		2,972		4,205		4,215
Total Onshore		13,079		13,906		11,653
Offshore		1,733		1,724		2,258
Total United States		14,812		15,630		13,911
Europe - Norway (a)		340		408		499
Total		15,152		16,038		14,410

	2017		2016		2015
Natural gas	(Thousands of mcf)
United States
Bakken		22,621		22,312		23,214
Other Onshore (a)		33,478		48,597		39,929
Total Onshore		56,099		70,909		63,143
Offshore		20,987		23,603		31,751
Total United States		77,086		94,512		94,894
Europe
Norway (a)		6,739		8,541		9,973
Denmark		5,124		7,128		5,588
		11,863		15,669		15,561
Asia and Other
JDA		73,444		68,031		83,900
Malaysia (b)		27,225		13,151		18,994
		100,669		81,182		102,894

Total		189,618		191,363		213,349

Total Barrels of Oil Equivalent (in millions) (b)		112		118		137

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

Bakken: At December 31, 2017, we held approximately 554,000 net acres in the Bakken with varying working interest percentages. During 2017, we operated an average of 3.5 rigs, drilled 85 wells, completed 68 wells, and brought 68 wells on production, bringing the total operated production wells to 1,315 by year-end. Drilling and completion costs per operated well averaged $5.6 million in 2017, based on a change in our standard well design during the year to a 60-stage completion with proppant loadings of 140,000 pounds per stage compared to an average well cost of $4.8 million in 2016 using a 50-stage completion with proppant loadings of 70,000 pounds per stage. During 2018, we plan to increase our rig count in the second half of the year to six rigs from four rigs, to drill approximately 120 wells and bring approximately 95 wells on production. In addition, our capital budget for 2018 will fund pad construction in preparation for 2019 drilling. We forecast net production for full year 2018 to be in the range of 115,000 boepd to 120,000 boepd, compared to production of 105,000 boepd in 2017.

Utica: We own a 50% working interest in approximately 37,000 net acres in the wet gas area of the Utica Basin of Ohio. There was no drilling activity in the Utica in 2017. In 2018, we expect to complete and bring on production five previously drilled wells.

Offshore: At December 31, 2017, we held interests in 73 blocks in the deepwater Gulf of Mexico. Our production offshore in the Gulf of Mexico was principally from the Baldpate (Hess 50%), Conger (Hess 38%), Hack Wilson (Hess 25%), Llano (Hess 50%), Penn State (Hess 50%), Shenzi (Hess 28%) and Tubular Bells (Hess 57%) Fields. In addition, we are operator of the Stampede development project (Hess 25%). At December 31, 2017, we held approximately 210,000 net undeveloped acres, of which leases covering approximately 55,000 acres are due to expire in the next three years.

Significant events relating to operations in the Gulf of Mexico during 2017 were as follows:

Producing assets: Production from the Baldpate, Conger, Llano and Penn State Fields were shut-in following a fire at the third-party operated Enchilada platform in November 2017. Prior to the shut-down, net production from these assets was approximately 30,000 boepd. Production at the Baldpate Field restarted in mid-February and is expected to restart at the Penn State Field in the first quarter, at the Llano Field in the second quarter, and at the Conger Field in the third quarter of 2018.

Penn State: At this Hess operated Field, we drilled one production well that was completed in November 2017.

Stampede: At this Hess operated project in the Green Canyon area of the Gulf of Mexico, in 2017 we completed installation of the tension leg platform and subsea equipment, finished drilling and completing three production wells, and received regulatory approval for production operations at the end of the year. In January 2018, we commenced production from the field, which is expected to ramp up over the next 18 months as we continue a drilling program of three additional production wells and four water injection wells.

Denmark: In 2017, we announced that we plan to commence a process to sell our interest in the Hess operated offshore South Arne Field (Hess 62%) in 2018. Total proved reserves for Denmark were 64 million boe at December 31, 2017.

Ghana: At the Hess operated offshore Deepwater Tano/Cape Three Points license (Hess 50% license interest), management determined in the fourth quarter of 2017 that it would not develop the previously discovered fields. As a result, we recorded a charge of $280 million to write-off previously capitalized exploration wells and other lease costs. See Capitalized Exploratory Well Costs in Note 5, Property, Plant and Equipment, and Note 24, Subsequent Events in the Notes to Consolidated Financial Statements.

Libya: At the onshore Waha concession in Libya, which includes the Defa, Faregh, Gialo, North Gialo and Belhedan Fields (Hess 8%), production was shut-in by the operator for extended periods in 2016 and 2015 due to force majeure caused by civil unrest. The national oil company of Libya lifted force majeure in September 2016 and production recommenced in October 2016. Net production averaged approximately 10,000 boepd in 2017, 1,000 boepd in 2016, and zero in 2015.

Malaysia/Thailand Joint Development Area (JDA): At the Carigali Hess operated offshore Block A-18 in the Gulf of Thailand (Hess 50%), no drilling is planned for 2018 as contracted volumes are expected to be met as a result of the booster compression project that came online in 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. In July 2017, production of natural gas commenced from the full-field development and net production for 2017 averaged 66 mmcfd, with the planned plateau rate of 165 mmcfd being achieved in the fourth quarter. In 2018, we plan to drill three production wells and progress development activities related to future phases.

Guyana: At the Esso Exploration and Production Guyana Limited operated offshore Stabroek Block (Hess 30% participating interest), the partners sanctioned the first phase of the Liza Field development in 2017. This phase is expected to have a gross capital cost of approximately $3.2 billion for drilling and subsea infrastructure, of which we expect to incur $250 million net in 2018, with first production expected in March 2020. The development plan includes a leased floating production, storage and offloading (FPSO) vessel that will have the capacity to process up to 120,000 barrels of oil per day from 17 wells, including eight producers, six water injectors and three gas injectors. At December 31, 2017, we have proved reserves of 45 million boe, related to Liza Phase 1.

An application for an environmental permit to develop the second phase at Liza has been submitted. The concept for Phase 2 involves the use of a larger FPSO vessel and subsea systems that would have a production capacity of approximately 220,000 bopd, with first production expected by mid-2022. Planning is also underway for a third phase of development with an FPSO vessel at the Payara Field with first production planned for 2023 or 2024. The size of the third ship will depend upon the results of future exploration and appraisal drilling.

In 2017, the following wells were completed on the Stabroek Block (in chronological order):

Payara-1: The well, located approximately 10 miles northwest of the Liza discovery, encountered 95 feet of high-quality, oil bearing sandstone reservoirs.

Snoek-1: The well encountered more than 82 feet of high-quality, oil-bearing sandstone reservoirs and is located approximately 5 miles southeast of the Liza-1 oil discovery.

Liza-4: The well encountered more than 197 feet of high-quality, oil-bearing sandstone reservoirs.

Payara-2: The well encountered 59 feet of high-quality, oil-bearing sandstone reservoirs and confirmed a second large oil field in addition to the Liza Field. The well is located approximately 12 miles northwest from the Liza Phase 1 project.

Turbot-1: The well encountered a reservoir of 75 feet of high-quality, oil-bearing sandstone in the primary objective. The well is located approximately 30 miles to the southeast of the Liza Phase 1 project.

In January 2018, the operator announced a sixth oil discovery at the Ranger prospect. The Ranger-1 well encountered approximately 230 feet of high-quality, oil-bearing carbonate reservoir, and is located approximately 60 miles to the northwest of the Liza Field. In 2018, additional drilling is planned, including appraisal of the Liza, Turbot and Ranger discoveries, as well as a wider exploration program that will target additional prospects and play types on the block. Drilling of the Pacora prospect commenced in January.

Suriname: We hold a 33% non-operated participating interest in the Block 42 contract area, offshore Suriname. The operator, Kosmos Energy Ltd., completed a 6,500-square kilometer 3D seismic shoot in 2017 and expects to drill its first exploration well in 2018. In 2017, we entered into a 33% non-operated participating interest in the Block 59 contract area, offshore Suriname, where the operator, ExxonMobil Exploration and Production Suriname B.V., is planning a seismic program in 2018.

Canada: We hold a 50% participating interest in four exploration licenses offshore Nova Scotia. In 2018, the operator, BP Canada, plans to drill its first exploration well. In addition, in 2017 we were granted a 25% participating interest in three BP Canada operated exploration licenses offshore Newfoundland.

We have certain long-term contracts with fixed minimum sales volume commitments for natural gas and natural gas liquids production. At the JDA in the Gulf of Thailand, we have annual minimum net sales commitments of approximately 85 billion cubic feet of natural gas per year through 2025 and approximately 40 billion cubic feet per year in 2026 and 2027. At the North Malay Basin development project offshore Malaysia, we have annual net sales commitments of approximately 55 billion cubic feet per year through 2024. Our estimated total volume of production subject to these sales commitments is approximately 1.2 trillion cubic feet of natural gas. We also have natural gas liquids minimum delivery commitments, primarily in the Bakken through 2023, of approximately 10 million barrels per year, or approximately 60 million barrels over the remaining 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:

	2017		2016		2015
Average selling prices (a)
Crude oil - per barrel (including hedging)
United States
Onshore	$	46.04	$	36.92	$	42.67
Offshore		47.34		37.47		46.21
Total United States		46.50		37.13		44.01
Europe (b)		55.03		43.33		55.10
Africa		53.17		41.88		53.89
Asia		56.99		42.98		52.74
Worldwide		49.23		39.20		47.85
Crude oil - per barrel (excluding hedging)
United States
Onshore	$	46.76	$	36.92	$	41.22
Offshore		48.15		37.47		46.21
Total United States		47.25		37.13		43.11
Europe (b)		55.14		43.33		52.37
Africa		53.25		41.88		51.57
Asia		56.99		42.98		52.74
Worldwide		49.75		39.20		46.37
Natural gas liquids - per barrel
United States
Onshore	$	17.67	$	9.18	$	9.18
Offshore		21.34		13.96		14.40
Total United States		18.10		9.71		10.02
Europe (b)		29.04		19.48		24.59
Worldwide		18.35		9.95		10.52
Natural gas - per mcf
United States
Onshore	$	1.96	$	1.48	$	1.64
Offshore		2.22		1.99		2.03
Total United States		2.03		1.61		1.77
Europe (b)		4.42		3.97		6.72
Asia		4.27		5.31		5.97
Worldwide		3.37		3.37		4.16
Average production (lifting) costs per barrel of oil equivalent produced (c)
United States
Onshore (d)	$	19.66	$	18.46	$	18.57
Offshore		11.89		18.88		7.03
Total United States		17.44		18.58		14.73
Europe (b)		21.95		21.28		23.61
Africa		14.40		20.53		23.12
Asia and other		7.83		11.91		8.34
Worldwide		16.08		18.32		16.12

At December 31, 2017 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		1,034		603		2,535		1,251		158		68
Europe		45		23		19		12		—		—
Africa		9,564		782		1,022		83		—		—
Asia and other		452		226		—		—		100		55
Total		11,095		1,634		3,576		1,346		258		123

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

	Net Exploratory Wells							Net Development Wells
	2017			2016		2015		2017		2016		2015
Productive wells
United States		—			—		—		65		83		181
Europe		—			—		—		1		1		5
Asia and other		2			1		3		1		—		1
		2			1		3		67		84		187
Dry holes
United States		—			1		—		—		—		—
Africa (a)		—	</

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 ☑		Accelerated filer ☐		Non-accelerated filer ☐		Smaller reporting company ☐
		(Do not check if a smaller reporting company)				Emerging Growth Company ☐

	Undeveloped
	Acreage (a)
	Gross		Net
	(In thousands)
United States		412		348
Europe		169		91
Africa		3,831		521
Asia and other		14,845		5,424
Total (b)		19,257		6,384

Item No.		Page
	PART I
1 and 2.	Business and Properties	4
1A.	Risk Factors	14
1B.	Unresolved Staff Comments	17
3.	Legal Proceedings	17
4.	Mine Safety Disclosures	18
	PART II
5.	Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
6.	Selected Financial Data	21
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
7A.	Quantitative and Qualitative Disclosures About Market Risk	43
8.	Financial Statements and Supplementary Data	44
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	92
9A.	Controls and Procedures	92
9B.	Other Information	92
	PART III
10.	Directors, Executive Officers and Corporate Governance	92
11.	Executive Compensation	94
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	94
13.	Certain Relationships and Related Transactions, and Director Independence	94
14.	Principal Accounting Fees and Services	94
	PART IV
15.	Exhibits, Financial Statement Schedules	95
	Signatures	99