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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
or
[ ] 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
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AMERADA HESS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
13-4921002
(I.R.S. Employer Identification Number)
1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y. 10036
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code, is (212) 997-8500)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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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 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 X 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. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant amounted to $5,396,000,000 as of February 28, 2001.
At February 28, 2001, 88,853,955 shares of Common Stock were outstanding.
Certain items in Parts I and II incorporate information by reference from
the 2000 Annual Report to Stockholders and Part III is incorporated by reference
from the Proxy Statement for the annual meeting of stockholders to be held on
May 2, 2001.
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PART I
ITEM 1. BUSINESS
Amerada Hess Corporation (the "Registrant") is a Delaware corporation,
incorporated in 1920. The Registrant and its subsidiaries (collectively referred
to as the "Corporation") explore for, produce, purchase, transport and sell
crude oil and natural gas. These exploration and production activities take
place in the United States, United Kingdom, Norway, Denmark, Gabon, Algeria,
Azerbaijan, Indonesia, Thailand, Malaysia, Brazil and other countries. The
Corporation also manufactures, purchases, transports, trades and markets refined
petroleum and other energy products. The Corporation owns 50% of a refinery
joint venture in the United States Virgin Islands, and another refining
facility, terminals and retail outlets located on the East Coast of the United
States.
EXPLORATION AND PRODUCTION
At December 31, 2000, the Corporation had 755 million barrels of proved
crude oil and natural gas liquids reserves compared with 698 million barrels at
the end of 1999. Proved natural gas reserves were 1,807 million Mcf at December
31, 2000 compared with 1,904 million Mcf at December 31, 1999. Of the
Corporation's proved reserves (on a barrel of oil equivalent basis), 23% are
located in the United States, 55% are located in the United Kingdom, Norwegian
and Danish sectors of the North Sea and the remainder are located in Algeria,
Azerbaijan, Gabon, Indonesia and Thailand.
Worldwide crude oil and natural gas liquids production amounted to 261,000
barrels per day in 2000 compared with 232,000 barrels per day in 1999. Worldwide
natural gas production was 679,000 Mcf per day in 2000 compared with 643,000 Mcf
per day in 1999. The Corporation has a number of oil and gas developments in
progress and it also has an inventory of domestic and foreign drillable
prospects.
UNITED STATES. Amerada Hess Corporation operates mainly offshore in the
Gulf of Mexico and onshore in Texas, Louisiana and North Dakota. During 2000,
26% of the Corporation's crude oil and natural gas liquids production and 42% of
its natural gas production were from United States operations.
The table below sets forth the Corporation's average daily net production
by area in the United States:
2000 1999
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CRUDE OIL, INCLUDING CONDENSATE AND
NATURAL GAS LIQUIDS (THOUSANDS OF BARRELS PER DAY)
Gulf of Mexico............................................ 35 32
Texas..................................................... 14 15
North Dakota.............................................. 14 13
Louisiana................................................. 1 2
Other..................................................... 3 3
--- ---
Total............................................. 67 65
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NATURAL GAS (THOUSANDS OF MCF PER DAY)
Gulf of Mexico............................................ 160 191
North Dakota.............................................. 55 59
Louisiana................................................. 40 52
Texas..................................................... 19 22
New Mexico................................................ 13 12
Other..................................................... 1 2
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Total............................................. 288 338
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BARRELS OF OIL EQUIVALENT (THOUSANDS OF BARRELS PER DAY).... 115 121
=== ===
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At December 31, 2000, the Corporation has an interest in 151 exploration
blocks in the Gulf of Mexico of which it operates 101. The Corporation has
514,000 net undeveloped acres in the Gulf of Mexico.
In the first quarter of 2001, the Corporation reached agreement to purchase
natural gas properties onshore and offshore Louisiana for approximately $750
million. Production from these properties is averaging
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about 200,000 Mcf of natural gas equivalent per day in 2001 and will peak at
about 250,000 Mcf per day in 2003. In addition, the Corporation acquired Gulf of
Mexico properties that will produce about 30,000 Mcf of natural gas equivalent
per day in 2001.
UNITED KINGDOM. The Corporation's activities in the United Kingdom are
conducted by its wholly-owned subsidiary, Amerada Hess Limited. During 2000, 48%
of the Corporation's crude oil and natural gas liquids production and 44% of its
natural gas production were from United Kingdom operations.
The table below sets forth the Corporation's average daily net production
in the United Kingdom by field and the Corporation's interest in each at
December 31, 2000:
INTEREST 2000 1999
PRODUCING FIELD -------- ---- ----
CRUDE OIL, INCLUDING CONDENSATE AND NATURAL
GAS LIQUIDS (THOUSANDS OF BARRELS PER DAY)
Scott/Telford............................... 34.95/31.42% 28 36
Beryl/Ness/Nevis/Buckland................... 22.22/22.22/37.35/14.07 26 25
Fife/Fergus/Flora........................... 85.00/65.00/85.00 20 17
Schiehallion................................ 15.67 15 12
Arbroath/Montrose/Arkwright................. 28.21 7 9
Hudson...................................... 28.00 7 7
Ivanhoe/Rob Roy/Hamish...................... 76.56 7 4
Bittern..................................... 28.28 7 --
Other....................................... Various 8 7
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Total.................................. 125 117
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NATURAL GAS (THOUSANDS OF MCF PER DAY)
Beryl/Ness/Nevis/Buckland................... 22.22/22.22/37.35/14.07% 72 82
Everest/Lomond.............................. 18.67/16.67 58 57
Davy/Bessemer............................... 27.78/23.08 45 42
Easington Catchment Area.................... 23.84 39 --
Indefatigable............................... 23.08 21 26
Scott/Telford............................... 34.95/31.42 19 26
Other....................................... Various 43 25
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Total.................................. 297 258
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BARRELS OF OIL EQUIVALENT (THOUSANDS OF
BARRELS PER DAY)............................ 174 161
=== ===
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The Corporation is developing several oil and gas fields in the United
Kingdom North Sea and is evaluating other discoveries. Amerada Hess Limited owns
25% of the shares of Premier Oil plc, a United Kingdom company with
international exploration and production interests.
NORWAY. The Corporation's activities in Norway are conducted through its
wholly-owned Norwegian subsidiary, Amerada Hess Norge A/S. Norwegian operations
accounted for crude oil and natural gas liquids production of 27,000 barrels per
day in 2000 and 1999. Natural gas production averaged 24,000 Mcf and 31,000 Mcf
per day in 2000 and 1999, respectively. Substantially all of the 2000 Norwegian
production is from the Corporation's 28.09% interest in the Valhall Field. An
enhanced-recovery waterflood project for the Valhall Field has been approved and
initial water injection is scheduled for 2003.
DENMARK. Amerada Hess ApS, the Corporation's Danish subsidiary, operates
the South Arne Field, which completed its first full year of production in 2000.
Net production from the Corporation's 57.48% interest in the South Arne Field
was 25,000 barrels of oil per day and 37,000 Mcf of natural gas per day in 2000.
GABON. Amerada Hess Production Gabon (AHPG), the Corporation's 77.5%
Gabonese subsidiary, has a 10% interest in the Rabi Kounga Field in Gabon. The
Corporation's share of production averaged 7,000 net
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barrels of crude oil per day in 2000 and 10,000 net barrels per day in 1999.
AHPG has a 40% interest in the onshore Atora Field, which began producing in
2001. Net production in 2001 is expected to be approximately 9,000 barrels of
crude oil per day from the Corporation's interests in Gabon.
INDONESIA. The Corporation has a 30% interest in the Jabung Production
Sharing Contract, which contains the North Geragai and Makmur fields. Net
production from these fields averaged 4,000 barrels of oil per day in 2000. The
Jabung production sharing contract area contains additional discoveries for
which development plans are either underway or being considered. In addition,
the Corporation has interests in other production sharing contracts in Indonesia
on which discoveries have been made.
THAILAND. The Corporation has a 15% interest in the Pailin gas field
offshore Thailand. Net production from the Corporation's interest in 2000
averaged 23,000 Mcf of natural gas per day.
ALGERIA. In 2000, the Corporation acquired a 49% interest in a joint
venture with the Algerian national oil company, which will redevelop three
Algerian oil fields. The Corporation will invest up to $500 million over the
next five years for new wells, workovers of existing wells and water injection
and gas compression facilities. The Corporation expects net production of 14,000
barrels of crude oil per day in 2001.
AZERBAIJAN. The Corporation has a 2.72% equity interest in the AIOC
Consortium in the Caspian Sea. Net production from its interest averaged 3,000
barrels of oil per day in 2000 and is expected to average in excess of 5,000
barrels per day late in 2001.
BRAZIL. The Corporation has varying interests in six exploration blocks
offshore Brazil. Seismic acquisitions and initial drilling have taken place.
Additional seismic activity and two exploration wells are planned in 2001.
REFINING AND MARKETING
REFINING. The Corporation owns a 50% interest in the HOVENSA refining
joint venture in the United States Virgin Islands. In addition, it owns and
operates a refining facility in Port Reading, New Jersey.
HOVENSA. In 2000, the Corporation's share of refinery crude runs averaged
211,000 barrels per day compared with 209,000 barrels per day in 1999. The
refinery joint venture with a subsidiary of Petroleos de Venezuela S.A. was
formed on October 30, 1998. Petroleos de Venezuela supplies 155,000 barrels per
day of Venezuelan Mesa crude oil to HOVENSA under a long-term crude oil supply
contract. The remaining crude oil is 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 third parties, the Corporation
purchases 50% of HOVENSA's remaining production at market prices. Construction
is in process on a 58,000 barrel per day delayed coking unit and related
facilities, which are anticipated to be completed in the second quarter of 2002.
HOVENSA has a long-term supply contract with Petroleos de Venezuela to purchase
115,000 barrels per day of heavy Venezuelan Merey crude oil commencing on
completion of the coker.
Port Reading Facility. The Corporation owns and operates a fluid catalytic
cracking facility in Port Reading, New Jersey. This facility processes vacuum
gas oil and residual fuel oil. It currently operates at a rate of approximately
60,000 barrels per day and produces substantially all gasoline and heating oil.
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, commercial airlines,
governmental agencies and public utilities. It also markets natural gas to
utilities and other industrial and commercial customers. The Corporation has
expanded its energy marketing activities to include electricity.
Including gasoline stations acquired from the Meadville Corporation in
2000, the Corporation has 929 HESS(R) gasoline stations at December 31, 2000, of
which approximately 75% are company operated. Most of the gasoline stations are
concentrated in densely populated areas, principally in New York, New Jersey,
Pennsylvania and Florida, and approximately 540 have convenience stores. The
Corporation owns approximately 70% of the properties on which the stations are
located.
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In late 2000, the Corporation announced that it plans to invest
approximately $90 million in a 50% joint venture which will own and operate 120
gasoline stations and 21 travel centers, located primarily in North Carolina,
South Carolina and Virginia. Gasoline and diesel fuel will be sold under the
Hess brand. The Corporation also reached agreement to purchase 53 retail outlets
located in Boston and southern New Hampshire. The Corporation expects these
transactions to close early in the second quarter of 2001.
During 2000, the Corporation's energy marketing activities included the
sale and distribution of distillate and fuel oil to customers in its East Coast
market area and the continued expansion of its natural gas marketing activities
to industrial and commercial customers, principally through acquisitions. In
addition, the Corporation has a wholly-owned subsidiary which provides
distributed electric generation to industrial and commercial customers as an
alternative to purchasing electric from local utilities. The Corporation also
has invested in long-term technology to develop fuel cells for electricity
generation through a joint venture with two other parties.
The Corporation has 23 terminals with an aggregate storage capacity of 22
million barrels concentrated in its East Coast marketing areas. Refined product
sales averaged 366,000 barrels per day in 2000 and 344,000 barrels per day in
1999. Of total refined products sold in 2000, approximately 60% 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.
COMPETITION AND MARKET CONDITIONS
The petroleum industry is highly competitive. The Corporation encounters
competition from numerous companies in each of its activities, particularly in
acquiring rights to explore for crude oil and natural gas and in the purchasing
and marketing of refined products. Many competitors are larger and have
substantially greater resources than the Corporation. The Corporation is also in
competition with producers and marketers of other forms of energy.
The petroleum business involves large-scale capital expenditures and
risk-taking. In the search for new oil and gas reserves, long lead times are
often required from successful exploration to subsequent production. Operations
in the petroleum industry depend on a depleting natural resource. The number of
areas where it can be expected that hydrocarbons will be discovered in
commercial quantities is constantly diminishing and exploration risks are high.
Areas where hydrocarbons may be found are often in remote locations or offshore
where exploration and development activities are capital intensive and operating
costs are high.
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 oil markets and the Corporation.
The derivatives markets are also important in influencing the selling prices of
crude oil, natural gas and refined products. The Corporation cannot predict the
extent to which future market conditions may be affected by foreign oil
producing countries, the derivatives markets or other external influences.
OTHER ITEMS
The Corporation's operations may be affected by federal, state, local,
territorial and foreign laws and regulations relating to tax increases and
retroactive tax claims, expropriation of property, cancellation of contract
rights, and changes in import regulations, as well as other political
developments. The Corporation has been affected by certain of these events in
various countries in which it operates. The Corporation markets motor fuels
through lessee-dealers and wholesalers in 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. The Corporation, at this time,
cannot predict the effect of any of the foregoing on its future operations.
Compliance with various environmental and pollution control regulations
imposed by federal, state and local governments is not expected to have a
materially adverse effect on the Corporation's earnings and competitive position
within the industry. The Corporation expended $7 million in 2000 for
environmental
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remediation, with a comparable amount anticipated for 2001. Capital expenditures
for facilities, primarily to comply with federal, state and local environmental
standards, were $5 million in 2000 and the Corporation anticipates comparable
capital expenditures in 2001. Regulatory changes already made or anticipated in
the United States will alter the composition and emissions characteristics of
motor fuels. Future capital expenditures necessary to comply with these
regulations may be substantial.
The number of persons employed by the Corporation averaged 9,891 in 2000
and 8,485 in 1999.
Additional operating and financial information relating to the business and
properties of the Corporation appears in the text on pages 6 through 12 under
the heading "Exploration and Production," on pages 15 and 16 under the heading
"Refining and Marketing," on pages 19 through 26 under the heading "Financial
Review" and on pages 27 through 57 of the accompanying 2000 Annual Report to
Stockholders, which information is incorporated herein by reference.*
ITEM 2. PROPERTIES
Reference is made to Item 1 and the operating and financial information
relating to the business and properties of the Corporation which is incorporated
in Item 1 by reference.
Additional information relating to the Corporation's oil and gas operations
follows:
1. OIL AND GAS RESERVES
The Corporation's net proved oil and gas reserves at the end of 2000, 1999
and 1998 are presented under Supplementary Oil and Gas Data in the accompanying
2000 Annual Report to Stockholders, which has been incorporated herein by
reference.
During 2000, the Corporation provided oil and gas reserve estimates for
1999 to the Department of Energy. Such estimates are compatible with the
information furnished to the SEC on Form 10-K, although not necessarily directly
comparable due to the requirements of the individual requests. There were no
differences in excess of 5%.
The Corporation has no contracts or agreements to sell fixed quantities of
its crude oil production, although derivative instruments are used to reduce the
effects of changes in selling prices. In the United States, natural gas is sold
through the Company's marketing division to local distribution companies, and
commercial, industrial, and other purchasers, on a spot basis and under
contracts for varying periods. The Corporation's United States production is
expected to approximate 40% of its 2001 commitments under these contracts which
total approximately 1,100,000 Mcf per day. Third party purchases will be used to
supplement the Corporation's production in fulfilling its sales commitments and
in making spot sales. In the United Kingdom, approximately 25% of annual natural
gas production is sold under field specific take or pay contracts. Additionally,
approximately 300,000 Mcf per day of natural gas is sold by the Corporation's
United Kingdom marketing subsidiary to commercial and industrial companies,
generally under one year contracts, and to residential customers. After take or
pay sales, the Company can supply approximately 70% of United Kingdom marketing
sales commitments from its own production. The remainder will be supplied by
purchases of natural gas from third parties. The Corporation attempts to
minimize price and supply risks associated with its United States and United
Kingdom natural gas supply commitments by entering into purchase contracts with
third parties having adequate sources of supply, on terms substantially similar
to those under its commitments.
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* Except as to information specifically incorporated herein by reference under
Items 1, 2, 5, 6, 7, 7A and 8, no other information or data appearing in the
2000 Annual Report to Stockholders is deemed to be filed with the Securities
and Exchange Commission (SEC) as part of this Annual Report on Form 10-K, or
otherwise subject to the SEC's regulations or the liabilities of Section 18 of
the Securities Exchange Act of 1934, as amended.
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2. AVERAGE SELLING PRICES AND AVERAGE PRODUCTION COSTS
2000 1999 1998
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Average selling prices (Note A)
Crude oil, including condensate and natural gas
liquids (per barrel)
United States $23.66 $16.23 $12.02
Europe 25.28 17.85 13.15
Africa, Asia and other 27.06 18.38 12.35
Average 24.99 17.44 12.83
Natural gas (per Mcf)
United States $ 3.74 $ 2.14 $ 2.08
Europe 2.18 1.77 2.28
Africa, Asia and other 2.45 2.24 1.10
Average 2.82 1.96 2.18
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Average production (lifting) costs per barrel of
production (Note B)
United States $ 3.52 $ 2.86 $ 3.76
Europe 4.17 4.58 5.14
Africa, Asia and other (Note C) 5.78 3.87 4.87
Average 4.07 3.93 4.70
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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) and production and severance taxes. The average production costs per
barrel reflect the crude oil equivalent of natural gas production converted on
the basis of relative energy content (6 Mcf equals one barrel).
Note C: Variations in production costs reflect changes in the mix of the
Corporation's producing fields in Africa and Asia, including fields under
production sharing contracts.
The foregoing tabulation does not include substantial costs and charges
applicable to finding and developing proved oil and gas reserves, nor does it
reflect significant outlays for related general and administrative expenses,
interest expense and income taxes.
3. GROSS AND NET UNDEVELOPED ACREAGE AT DECEMBER 31, 2000
UNDEVELOPED ACREAGE*
(IN THOUSANDS)
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GROSS NET
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United States........................................ 1,002 616
Europe............................................... 8,531 2,916
Africa, Asia and other............................... 23,740 11,503
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Total...................................... 33,273 15,035
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* Includes acreage held under production sharing contracts.
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4. GROSS AND NET DEVELOPED ACREAGE AND PRODUCTIVE WELLS AT DECEMBER 31, 2000
DEVELOPED ACREAGE PRODUCTIVE WELLS (NOTE A)
APPLICABLE TO ---------------------------
PRODUCTIVE WELLS OIL GAS
(IN THOUSANDS) ------------ -------------
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GROSS NET GROSS NET GROSS NET
-------- -------- ------ ---- ------ ----
United States............................. 1,834 508 2,185 598 224 144
Europe.................................... 728 193 308 83 158 33
Africa, Asia and other.................... 1,246 393 495 93 60 11
----- ----- ----- --- --- ---
Total........................... 3,808 1,094 2,988 774 442 188
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Note A: Includes multiple completion wells (wells producing from different
formations in the same bore hole) totaling 44 gross wells and 18 net wells.
5. NUMBER OF NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED
NET EXPLORATORY WELLS NET DEVELOPMENT WELLS
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2000 1999 1998 2000 1999 1998
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Productive wells
United States........................ 2 4 3 19 19 22
Europe............................... 1 - 2 6 10 9
Africa, Asia and other............... 1 2 4 11 4 8
-- -- -- -- -- --
Total........................... 4 6 9 36 33 39
-- -- -- -- -- --
Dry holes
United States........................ 9 4 11 3 - 6
Europe............................... 3 4 4 - - -
Africa, Asia and other............... 3 1 4 - - -
-- -- -- -- -- --
Total........................... 15 9 19 3 - 6
-- -- -- -- -- --
Total..................................... 19 15 28 39 33 45
== == == == == ==
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6. NUMBER OF WELLS IN PROCESS OF DRILLING AT DECEMBER 31, 2000
GROSS NET
WELLS WELLS
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United States.............................................. 16 12
Europe..................................................... 12 2
Africa, Asia and other..................................... 8 3
-- --
Total............................................ 36 17
== ==
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7. NUMBER OF WATERFLOODS AND PRESSURE MAINTENANCE PROJECTS IN PROCESS OF
INSTALLATION AT DECEMBER 31, 2000 -- 4
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ITEM 3. LEGAL PROCEEDINGS
As reported in Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, allegations were made to the Registrant's internal
reporting hotline concerning noncompliance at the Corpus Christi terminal,
formerly owned by Registrant, with federal and state environmental regulations
and its investigation of this noncompliance. These allegations and the
subsequent investigations were voluntarily disclosed to the Texas Natural
Resource Conservation Commission ("TNRCC") and related to (i) onsite disposal of
wastes and whether or not such wastes should have been managed as hazardous
wastes under the Resource Conservation and Recovery Act; and (ii) nonreporting
or misreporting of the results of wastewater
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discharge samples required to be obtained by the Corpus Christi wastewater
discharge permit. The Registrant settled all civil liabilities to TNRCC that
might have attached as a result of the alleged discharge of hydrocarbons and
certain specified waste disposal and wastewater discharge allegations.
Investigations by TNRCC and the United States Environmental Protection Agency
("EPA") relating to waste disposal practices and wastewater discharge reporting
at Corpus Christi may be continuing. It is not possible at this time for
Registrant to state whether any additional proceedings arising out of the
investigations will be commenced against the Registrant, or what claims would be
asserted or what relief would be sought.
The Registrant investigated and disclosed to TNRCC allegations made to the
Registrant's internal reporting hotline of noncompliance at the Galena Park,
Texas terminal, formerly owned by Registrant, with state environmental
regulations. The Registrant's investigation focused on whether (i) the vapor
control system at Galena Park met applicable regulatory requirements during
loading of marine vessels; and (ii) Galena Park implemented required controls on
air emissions resulting from tank cleaning operations. The Registrant settled
all civil liabilities relating to air emissions from tank cleaning by payment of
a fine of $47,600 on September 22, 2000. On December 22, 2000, TNRCC issued a
proposed Appeal Order assessing a fine of $103,125 relating to control of
emissions from loading of marine vessels. The Registrant and the current owner
of the Galena Park terminal, Williams Terminals Holdings, LLC are engaging in
discussion with TNRCC and anticipate resolution of this matter.
On February 16, 1999, the Florida Department of Environmental Protection
("FLDEP") mailed the Registrant a proposed consent order relating to alleged
violations of the Industrial Wastewater Discharge Permit limits for the Tampa,
Florida terminal. The consent order proposes a fine of $1,060,000. The
Registrant has previously undertaken a program of corrective measures and other
appropriate responses to these alleged permit violations. The Registrant is
engaging in discussions with the FLDEP to resolve this matter and expects that
the amount, if any, ultimately paid by the Registrant will be substantially less
than the proposed fine.
The Corporation periodically receives notices from EPA that the Corporation
is a "potentially 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 which 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 of
clean-up cost estimates, but is not expected to be material.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 2000, no matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table presents information as of February 1, 2001 regarding
executive officers of the Registrant:
YEAR
INDIVIDUAL
BECAME AN
EXECUTIVE
NAME AGE OFFICE HELD* OFFICER
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John B. Hess............ 46 Chairman of the Board, Chief Executive Officer and 1983
Director
W. S. H. Laidlaw........ 45 President, Chief Operating Officer and Director 1986
J. Barclay Collins II... 56 Executive Vice President, General Counsel and 1986
Director
John Y. Schreyer........ 61 Executive Vice President, Chief Financial Officer and 1990
Director
Alan A. Bernstein....... 56 Senior Vice President 1987
F. Lamar Clark.......... 67 Senior Vice President 1990
John A. Gartman......... 53 Senior Vice President 1997
Neal Gelfand............ 56 Senior Vice President 1980
Gerald A. Jamin......... 59 Senior Vice President and Treasurer 1985
Lawrence H. Ornstein.... 49 Senior Vice President 1995
Robert P. Strode........ 44 Senior Vice President 2000
F. Borden Walker........ 47 Senior Vice President 1996
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* 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, 2000. The first meeting of Directors following the
next annual meeting of stockholders of the Registrant is scheduled to be held
May 2, 2001.
Except for Messrs. Strode, Gartman and Walker, 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. Strode had served in
senior executive positions in the area of exploration at Vastar Resources, Inc.
and Atlantic Richfield Company prior to his employment with Registrant in April
2000. Prior to his employment with the Registrant in August 1996, Mr. Walker had
been a general manager in the areas of gasoline marketing, convenience store
development and advertising at Mobil Corporation. Mr. Gartman had been a vice
president of Public Service Electric and Gas Company in the area of energy
marketing prior to his employment with the Registrant in October 1997.
9
11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Information pertaining to the market for the Registrant's Common Stock,
high and low sales prices of the Common Stock in 2000 and 1999, dividend
payments and restrictions thereon and the number of holders of Common Stock is
presented on page 26 (Financial Review), pages 36 and 37 (Long-Term Debt) and on
page 54 (Ten-Year Summary of Financial Data) of the accompanying 2000 Annual
Report to Stockholders, which has been incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
A Ten-Year Summary of Financial Data is presented on pages 52 through 55 of
the accompanying 2000 Annual Report to Stockholders, which has been incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is presented on pages 19 through 26
of the accompanying 2000 Annual Report to Stockholders, which has been
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is presented under "Derivative
Instruments" on pages 24 and 25 and in Footnote 14 on pages 42 and 43 of the
accompanying 2000 Annual Report to Stockholders, which has been incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, including the Report of Ernst &
Young LLP, Independent Auditors, the Supplementary Oil and Gas Data (unaudited)
and the Quarterly Financial Data (unaudited) are presented on pages 26 through
51 of the accompanying 2000 Annual Report to Stockholders, which has been
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
------------------------
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS 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, 2001.
Information regarding executive officers is included in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation is incorporated herein by
reference to "Election of Directors-Executive Compensation and Other
Information," other than information under "Compensation Committee Report on
Executive Compensation" and "Performance Graph" included therein, from the
Registrant's definitive proxy statement for the annual meeting of stockholders
to be held on May 2, 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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, 2001.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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, 2001.
------------------------
10
12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. AND 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The financial statements filed as part of this Annual Report on
Form 10-K are listed in the accompanying index to financial statements
and schedules.
3. EXHIBITS
3 (1) -Restated Certificate of Incorporation of Registrant
incorporated by reference to Exhibit 19 of Form 10-Q of
Registrant for the three months ended September 30, 1988.
3 (2) -By-Laws of Registrant incorporated by reference to Exhibit
3(2) of Form 10-K of Registrant for the fiscal year ended
December 31, 1985.
4 (1) -Certificate of designations, preferences and rights of 3%
cumulative convertible preferred stock of Registrant
incorporated by reference to Exhibit 4 of Form 10-Q of
Registrant for the three months ended June 30, 2000.
4 (2) -Note and Warrant Purchase Agreement, dated June 27, 1991
(including the form of the Common Stock Purchase Warrant
expiring June 27, 2001, included as Exhibit B thereof)
incorporated by reference to Exhibit 4 of Form 10-Q of
Registrant for the three months ended June 30, 1991.
4 (3) -Amendment, dated as of May 15, 1992 to the Note and Warrant
Purchase Agreement, dated June 27, 1991 (including the
form of the common stock purchase warrant expiring June
27, 2001, included as Exhibit B thereof), incorporated by
reference to Exhibit 19 of Form 10-Q of Registrant for the
three months ended June 30, 1992.
4 (4) -Third Amended and Restated Credit Agreement ("Facility A")
dated as of January 23, 2001 among Amerada Hess
Corporation, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent.
4 (5) -Third Amended and Restated Credit Agreement ("Facility B")
dated as of January 23, 2001 among Amerada Hess
Corporation, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent.
4 (6) -Indenture dated as of October 1, 1999 between Registrant
and The Chase Manhattan Bank, as Trustee, incorporated by
reference to Exhibit 4(1) of Form 10-Q of Registrant for
the three months ended September 30, 1999.
4 (7) -First Supplemental Indenture dated as of October 1, 1999
between Registrant and The Chase Manhattan Bank, as
Trustee, relating to Registrant's 7 3/8% Notes due 2009
and 7 7/8% Notes due 2029, incorporated by reference to
Exhibit 4(2) to Form 10-Q of Registrant for the three
months ended September 30, 1999.
-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 instru-
ments 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) of Form 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 of Form 10-Q of Registrant for the
three months ended September 30, 1990.
11
13
3. EXHIBITS (continued)
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) of Form 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) of Form 10-K of Registrant for the fiscal
year ended December 31, 1998.
10 (5)* -Incentive Compensation Award Plan for Key Employees of
Amerada Hess Corporation and its subsidiaries incorporated
by reference to Exhibit 10(2) of Form 10-K of Registrant
for the fiscal year ended December 31, 1980.
10 (6)* -Financial Counseling Program description incorporated by
reference to Exhibit 10(3) of Form 10-K of Registrant for
the fiscal year ended December 31, 1980.
10 (7)* -Executive Long-Term Incentive Compensation and Stock
Ownership Plan of Registrant dated June 3, 1981
incorporated by reference to Exhibit 10(5) of Form 10-Q of
Registrant for the three months ended June 30, 1981.
10 (8)* -Amendment dated as of December 5, 1990 to the Executive
Long-Term Incentive Compensation and Stock Ownership Plan
of Registrant incorporated by reference to Exhibit 10(9)
of Form 10-K of Registrant for the fiscal year ended
December 31, 1990.
10 (9)* -Amerada Hess Corporation Pension Restoration Plan dated
January 19, 1990 incorporated by reference to Exhibit
10(9) of Form 10-K of Registrant for the fiscal year ended
December 31, 1989.
10 (10)* -Letter Agreement dated August 8, 1990 between Registrant
and Mr. John Y. Schreyer relating to Mr. Schreyer's
participation in the Amerada Hess Corporation Pension
Restoration Plan incorporated by reference to Exhibit
10(11) of Form 10-K of Registrant for the fiscal year
ended December 31, 1991.
10 (11)* -Amended and Restated 1995 Long-Term Incentive Plan
incorporated by reference to Form 10-Q of Registrant for
the three months ended June 30, 2000.
10 (12)* -Stock Award Program for non-employee directors dated August
6, 1997 incorporated by reference to Exhibit 10(11) of
Form 10-K of Registrant for the fiscal year ended December
31, 1997.
10 (13)* -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) of Form 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 W. S. H. Laidlaw, J. Barclay Collins and John Y.
Schreyer.
10 (14)* -Change of Control Termination Benefits Agreement dated as
of September 1, 1999 between Registrant and F. Borden
Walker incorporated by reference to Exhibit 10(15) of Form
10-K of Registrant for the fiscal year ended December 31,
1999. 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(14)).
12
14
3. EXHIBITS (continued)
10 (15)* -Deferred Compensation Plan of Registrant dated December 1,
1999 incorporated by reference to Exhibit 10(16) of Form
10-K of Registrant for the fiscal year ended December 31,
1999.
10 (16) -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 of
Form 8-K of Registrant dated October 30, 1998.
10 (17) -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 of Form 8-K of Registrant
dated October 30, 1998.
13 -2000 Annual Report to Stockholders of Registrant.
18 -Letter from Ernst & Young LLP dated May 14, 1999 relating
to preferability of last-in, first-out (LIFO) inventory
method, adopted January 1, 1999, incorporated by reference
to Exhibit 18 to Form 10-Q of Registrant for the three
months ended March 31, 1999.
21 -Subsidiaries of Registrant.
23 -Consent of Ernst & Young LLP, Independent Auditors, dated
March 21, 2001, to the incorporation by reference in
Registrant's Registration Statements on Form S-3 (No.
333-79317) and Form S-8 (Nos. 333-94851, 333-43569,
333-43571 and 33-65115) of its report relating to
Registrant's financial statements, which consent appears
on page F-2 herein.
- --------------------------------------------------------------------------------
* These exhibits relate to executive compensation plans and arrangements.
(b) REPORTS ON FORM 8-K
A current report on Form 8-K dated November 6, 2000 was filed in the last
quarter of Registrant's fiscal year ended December 31, 2000 relating to
Registrant's announcement of a recommended cash and share offer for the entire
issued share capital of Lasmo plc, a public company incorporated under the laws
of England and Wales. This offer subsequently lapsed. A current report on Form
8-K dated October 25, 2000 was filed in the last quarter of Registrant's fiscal
year ended December 31, 2000 setting forth certain information discussed in a
teleconference relating to Registrant's operating results for the third quarter
of 2000.
13
15
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 21ST DAY OF
MARCH 2001.
AMERADA HESS CORPORATION
(REGISTRANT)
By /s/ JOHN Y. SCHREYER
................................
(JOHN Y. SCHREYER)
EXECUTIVE 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
- --------------------------------------------------------------------------------------------------------------
Director, Chairman of
the Board and
Chief Executive Officer
/s/ JOHN B. HESS (Principal Executive Officer) March 21, 2001
.....................................................
(JOHN B. HESS)
Director, President and Chief
/s/ W.S.H. LAIDLAW Operating Officer March 21, 2001
.....................................................
(W.S.H. LAIDLAW)
/s/ NICHOLAS F. BRADY Director March 21, 2001
.....................................................
(NICHOLAS F. BRADY)
/s/ J. BARCLAY COLLINS II Director March 21, 2001
.....................................................
(J. BARCLAY COLLINS II)
/s/ PETER S. HADLEY Director March 21, 2001
.....................................................
(PETER S. HADLEY)
/s/ EDITH E. HOLIDAY Director March 21, 2001
.....................................................
(EDITH E. HOLIDAY)
/s/ WILLIAM R. JOHNSON Director March 21, 2001
.....................................................
(WILLIAM R. JOHNSON)
/s/ THOMAS H. KEAN Director March 21, 2001
.....................................................
(THOMAS H. KEAN)
/s/ FRANK A. OLSON Director March 21, 2001
.....................................................
(FRANK A. OLSON)
/s/ ROGER B. ORESMAN Director March 21, 2001
.....................................................
(ROGER B. ORESMAN)
14
16
SIGNATURE TITLE DATE
- --------------------------------------------------------------------------------------------------------------
Director, Executive Vice President
and Chief Financial Officer
(Principal Accounting and
/s/ JOHN Y. SCHREYER Financial Officer) March 21, 2001
.....................................................
(JOHN Y. SCHREYER)
Director March 21, 2001
.....................................................
(WILLIAM I. SPENCER)
/s/ ROBERT N. WILSON Director March 21, 2001
.....................................................
(ROBERT N. WILSON)
/s/ ROBERT F. WRIGHT Director March 21, 2001
.....................................................
(ROBERT F. WRIGHT)
- --------------------------------------------------------------------------------------------------------------
15
17
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
PAGE
NUMBER
- -----------------------------------------------------------------------
Statement of Consolidated Income for each of the three years
in the period ended December 31, 2000..................... *
Statement of Consolidated Retained Earnings for each of the
three years in the period ended December 31, 2000......... *
Consolidated Balance Sheet at December 31, 2000 and 1999.... *
Statement of Consolidated Cash Flows for each of the three
years in the period ended December 31, 2000............... *
Statement of Consolidated Changes in Preferred Stock, Common
Stock and Capital in Excess of Par Value for each of the
three years in the period ended December 31, 2000......... *
Statement of Consolidated Comprehensive Income for each of
the three years in the period ended December 31, 2000..... *
Notes to Consolidated Financial Statements.................. *
Report of Ernst & Young LLP, Independent Auditors........... *
Quarterly Financial Data.................................... *
Supplementary Oil and Gas Data.............................. *
Consent of Independent Auditors............................. F-2
Schedules**
II -- Valuation and Qualifying Accounts................... F-3
- --------------------------------------------------------------------------------
* The financial statements and notes thereto together with the Report of
Ernst & Young LLP, Independent Auditors, on pages 27 through 46, the Quarterly
Financial Data (unaudited) on page 26, and the Supplementary Oil and Gas Data
(unaudited) on pages 47 through 51 of the accompanying 2000 Annual Report to
Stockholders are incorporated herein by reference.
** 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.
F-1
18
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Amerada Hess Corporation of our report dated February 21, 2001,
included in the 2000 Annual Report to Stockholders of Amerada Hess Corporation.
Our audits also included the financial statement schedule of Amerada Hess
Corporation listed in Item 14(a). This schedule is the responsibility of the
Corporation's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 333-79317) and in the related Prospectus, and in the
Registration Statements (Form S-8, Nos. 333-94851, 333-43569, 333-43571 and
33-65115) pertaining to the Amerada Hess Corporation Employees' Savings and
Stock Bonus Plan, Amerada Hess Corporation Savings and Stock Bonus Plan for
Retail Operations Employees and the 1995 Long-Term Incentive Plan, of our report
dated February 21, 2001, with respect to the consolidated financial statements
incorporated herein by reference.
/s/ ERNST & YOUNG LLP
--------------------------------------
Ernst & Young LLP
New York, N.Y.
March 21, 2001
F-2
19
SCHEDULE II
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(IN THOUSANDS)
ADDITIONS
-------------------
CHARGED
TO COSTS CHARGED DEDUCTIONS
BALANCE AND TO OTHER FROM BALANCE
DESCRIPTION JANUARY 1 EXPENSES ACCOUNTS RESERVES DECEMBER 31
- -------------------------------------------------------------------------------------------------------
2000
Losses on receivables........ $ 5,716 $32,927 $ 286 $ 4,775 $ 34,154
======== ======= ====== ======== ========
Deferred income tax
valuation.................. $182,253 $ -- $ -- $ 71,160(A) $111,093
======== ======= ====== ======== ========
Major maintenance............ $ 36,398 $13,119 $ -- $ 31,007(B) $ 18,510
======== ======= ====== ======== ========
1999
Losses on receivables........ $ 6,411 $ 353 $ 26 $ 1,074 $ 5,716
======== ======= ====== ======== ========
Deferred income tax
valuation.................. $141,113 $41,140 $ -- $ -- $182,253
======== ======= ====== ======== ========
Major maintenance............ $ 33,210 $13,304 $ -- $ 10,116 $ 36,398
======== ======= ====== ======== ========
1998
Losses on receivables........ $ 2,840 $ 92 $3,858 $ 379 $ 6,411
======== ======= ====== ======== ========
Deferred income tax
valuation.................. $330,119 $28,994 $ -- $218,000(C) $141,113
======== ======= ====== ======== ========
Major maintenance............ $ 63,427 $59,109 $ -- $ 89,326(C) $ 33,210
======== ======= ====== ======== ========
- -------------------------------------------------------------------------------------------------------
(A) Primarily reflects use of tax loss carryforward.
(B) Represents cost of turnaround at refining facility.
(C) Primarily due to formation of refining joint venture.
F-3
20
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3(1) -Restated Certificate of Incorporation of Registrant incorporated by
reference to Exhibit 19 of Form 10-Q of Registrant for the three
months ended September 30, 1988.
3(2) -By-Laws of Registrant incorporated by reference to Exhibit 3(2) of
Form 10-K of Registrant for the fiscal year ended December 31, 1985.
4(1) -Certificate of designations, preferences and rights of 3% cumulative
convertible preferred stock of Registrant incorporated by reference
to Exhibit 4 of Form 10-Q of Registrant for the three months ended
June 30, 2000.
4(2) -Note and Warrant Purchase Agreement, dated June 27, 1991 (including
the form of the Common Stock Purchase Warrant expiring June 27,
2001, included as Exhibit B thereof) incorporated by reference to
Exhibit 4 of Form 10-Q of Registrant for the three months ended June
30, 1991.
4(3) -Amendment, dated as of May 15, 1992 to the Note and Warrant Purchase
Agreement, dated June 27, 1991 (including the form of the common
stock purchase warrant expiring June 27, 2001, included as Exhibit B
thereof), incorporated by reference to Exhibit 19 of Form 10-Q of
Registrant for the three months ended June 30, 1992.
4(4) -Third Amended and Restated Credit Agreement ("Facility A") dated as
of January 23, 2001 among Amerada Hess Corporation, the lenders
party thereto and The Chase Manhattan Bank, as Administrative Agent.
4(5) -Third Amended and Restated Credit Agreement ("Facility B") dated as
of January 23, 2001 among Amerada Hess Corporation, the lenders
party thereto and The Chase Manhattan Bank, as Administrative Agent.
4(6) -Indenture dated as of October 1, 1999 between Registrant and The
Chase Manhattan Bank, as Trustee, incorporated by reference to
Exhibit 4(1) of Form 10-Q of Registrant for the three months ended
September 30, 1999.
4(7) -First Supplemental Indenture dated as of October 1, 1999 between
Registrant and The Chase Manhattan Bank, as Trustee, relating to
Registrant's 7 3/8% Notes due 2009 and 7 7/8% Notes due 2029,
incorporated by reference to Exhibit 4(2) to Form 10-Q of Registrant
for the three months ended September 30, 1999.
-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.
21
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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) of Form 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 of Form 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) of Form 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) of Form 10-K of
Registrant for the fiscal year ended December 31, 1998.
10(5)* -Incentive Compensation Award Plan for Key Employees of Amerada Hess
Corporation and its subsidiaries incorporated by reference to
Exhibit 10(2) of Form 10-K of Registrant for the fiscal year ended
December 31, 1980.
10(6)* -Financial Counseling Program description incorporated by reference to
Exhibit 10(3) of Form 10-K of Registrant for the fiscal year ended
December 31, 1980.
10(7)* -Executive Long-Term Incentive Compensation and Stock Ownership Plan
of Registrant dated June 3, 1981 incorporated by reference to
Exhibit 10(5) of Form 10-Q of Registrant for the three months ended
June 30, 1981.
10(8)* -Amendment dated as of December 5, 1990 to the Executive Long-Term
Incentive Compensation and Stock Ownership Plan of Registrant
incorporated by reference to Exhibit 10(9) of Form 10-K of
Registrant for the fiscal year ended December 31, 1990.
10(9)* -Amerada Hess Corporation Pension Restoration Plan dated January 19,
1990 incorporated by reference to Exhibit 10(9) of Form 10-K of
Registrant for the fiscal year ended December 31, 1989.
10(10)* -Letter Agreement dated August 8, 1990 between Registrant and Mr. John
Y. Schreyer relating to Mr. Schreyer's participation in the Amerada
Hess Corporation Pension Restoration Plan incorporated by reference
to Exhibit 10(11) of Form 10-K of Registrant for the fiscal year
ended December 31, 1991.
10(11)* -Amended and Restated 1995 Long-Term Incentive Plan incorporated by
reference to Form 10-Q of Registrant for the three months ended June
30, 2000.
10(12)* -Stock Award Program for non-employee directors dated August 6, 1997
incorporated by reference to Exhibit 10(11) of Form 10-K of
Registrant for the fiscal year ended December 31, 1997.
22
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10(13)* -Change of Control Termination Benefits Agreement dated as of
September 1, 1999 between Registrant and John B. Hess, incorpo-
rated by reference to Exhibit 10(1) of Form 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 W. S. H. Laidlaw, J. Barclay Collins and
John Y. Schreyer.
10(14)* -Change of Control Termination Benefits Agreement dated as of
September 1, 1999 between Registrant and F. Borden Walker
incorporated by reference to Exhibit 10(15) of Form 10-K of
Registrant for the fiscal year ended December 31, 1999. Substan-
tially 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(14)).
10(15)* -Deferred Compensation Plan of Registrant dated December 1, 1999
incorporated by reference to Exhibit 10(16) of Form 10-K of
Registrant for the fiscal year ended December 31, 1999.
10(16) -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 of Form 8-K of Registrant dated October 30,
1998.
10(17) -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 of Form 8-K of Registrant dated October 30, 1998.
13 -2000 Annual Report to Stockholders of Registrant.
18 -Letter from Ernst & Young LLP dated May 14, 1999 relating to
preferability of last-in, first-out (LIFO) inventory method, adopted
January 1, 1999, incorporated by reference to Exhibit 18 to Form
10-Q of Registrant for the three months ended March 31, 1999.
21 -Subsidiaries of Registrant.
23 -Consent of Ernst & Young LLP, Independent Auditors, dated March 21,
2001, to the incorporation by reference in Registrant's Registration
Statements on Form S-3 (No. 333-79317) and Form S-8 (Nos. 333-94851,
333-43569, 333-43571 and 33-65115) of its report relating to
Registrant's financial statements, which consent appears on page F-2
herein.
- --------------------------------------------------------------------------------
* These exhibits relate to executive compensation plans and arrangements.