Edgar Filing: HESS CORP

Large accelerated filer þ

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company ¨

(Do not check if a smaller reporting company)

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
		OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2011
		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

Hess Corporation

(Exact name of Registrant as specified in its charter)


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

(Registrant’s telephone number, including area code, is (212) 997-8500)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock (par value $1.00)		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

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

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

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

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

The aggregate market value of voting stock held by non-affiliates of the Registrant amounted to $22,545,000,000 computed using the outstanding common shares and closing market price on June 30, 2011.

At December 31, 2011, there were 339,975,610 shares of Common Stock outstanding.

Part III is incorporated by reference from the Proxy Statement for the annual meeting of stockholders to be held on May 2, 2012.

HESS CORPORATION

Form 10-K

TABLE OF CONTENTS


Item No.		Page
	PART I
1 and 2.	Business and Properties		2
1A.	Risk Factors Related to Our Business and Operations		14
3.	Legal Proceedings		16

	PART II
5.	Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities		18
6.	Selected Financial Data		20
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
7A.	Quantitative and Qualitative Disclosures About Market Risk		40
8.	Financial Statements and Supplementary Data		43
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		95
9A.	Controls and Procedures		95
9B.	Other Information		95

	PART III
10.	Directors, Executive Officers and Corporate Governance		95
11.	Executive Compensation		96
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		96
13.	Certain Relationships and Related Transactions, and Director Independence		96
14.	Principal Accounting Fees and Services		96

	PART IV
15.	Exhibits, Financial Statement Schedules		97
	Signatures		101
	Financial Statements of HOVENSA L.L.C. as of December 31, 2011		103

PART I

Items 1 and 2. Business and Properties

Hess Corporation (the Registrant) is a Delaware corporation, incorporated in 1920. The Registrant and its subsidiaries (collectively referred to as the Corporation or Hess) is a global integrated energy company that operates in two segments, Exploration and Production (E&P) and Marketing and Refining (M&R). The E&P segment explores for, develops, produces, purchases, transports and sells crude oil and natural gas. These exploration and production activities take place principally in Algeria, Australia, Azerbaijan, Brazil, Brunei, China, Denmark, Egypt, Equatorial Guinea, France, Ghana, Indonesia, the Kurdistan region of Iraq, Libya, Malaysia, Norway, Peru, Russia, Thailand, the United Kingdom and the United States (U.S.). The M&R segment manufactures refined petroleum products and purchases, markets and trades refined petroleum products, natural gas and electricity. The Corporation owns 50% of HOVENSA L.L.C. (HOVENSA), a joint venture in the U.S. Virgin Islands. In January 2012, HOVENSA announced a decision to shut down its refinery and operate the complex as an oil storage terminal. The Corporation also operates a refining facility, terminals, and retail gasoline stations, most of which include convenience stores, that are located on the East Coast of the United States.

Exploration and Production

The Corporation’s total proved developed and undeveloped reserves at December 31 were as follows:


	Crude Oil, Condensate & Natural Gas Liquids (c)				Natural Gas				Total Barrels of Oil Equivalent (BOE) (a)
	2011		2010		2011		2010		2011		2010
	(Millions of barrels)				(Millions of mcf)				(Millions of barrels)

Developed
United States		190		180		199		199		223		213
Europe (b)		212		210		273		424		258		281
Africa		194		215		63		54		204		224
Asia		25		22		677		638		138		128

		621		627		1,212		1,315		823		846


Undeveloped
United States		183		124		161		81		210		138
Europe (b)		282		256		290		295		331		305
Africa		56		55		8		9		57		56
Asia		27		42		752		898		152		192

		548		477		1,211		1,283		750		691


Total
United States		373		304		360		280		433		351
Europe (b)		494		466		563		719		589		586
Africa		250		270		71		63		261		280
Asia		52		64		1,429		1,536		290		320

		1,169		1,104		2,423		2,598		1,573		1,537

(a)

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 8.

(b)

Proved reserves in Norway, which represented 23% and 22% of the Corporation’s total reserves at December 31, 2011 and 2010, respectively, were as follows:

Crude Oil, Condensate &
Natural Gas Liquids

Natural Gas

Total Barrels of Oil
Equivalent (BOE)

2011

2010

2011

2010

2011

2010

(Millions of barrels)

(Millions of mcf)

(Millions of barrels)

Developed

108

137

157

131

123

Undeveloped

185

167

251

247

227

208

Total

293

264

388

404

358

331

(c)

Total natural gas liquids reserves were 113 million barrels (56 million barrels developed and 57 million barrels undeveloped) at December 31, 2011 and 102 million barrels (54 million barrels developed and 48 million barrels undeveloped) at December 31, 2010.

On a barrel of oil equivalent (boe) basis, 48% of the Corporation’s worldwide proved reserves were undeveloped at December 31, 2011 (45% at December 31, 2010). Proved reserves held under production sharing contracts at December 31, 2011 totaled 12% of crude oil and natural gas liquids reserves and 51% of natural gas reserves, compared with 15% of crude oil and natural gas liquids reserves and 51% of natural gas reserves at December 31, 2010. See the Supplementary Oil and Gas Data on pages 85 through 93 in the accompanying financial statements for additional information on the Corporation’s oil and gas reserves.

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


	2011		2010		2009
Crude oil (thousands of barrels per day)
United States
Offshore		44		52		39
Onshore		37		23		21

		81		75		60

Europe
Russia		45		42		37
Norway*		20		16		13
United Kingdom		14		19		21
Denmark		10		11		12

		89		88		83

Africa
Equatorial Guinea		54		69		70
Libya		4		23		22
Algeria		8		11		14
Gabon		—		10		14

		66		113		120

Asia
Azerbaijan		6		7		8
Other		7		6		8

		13		13		16

Total		249		289		279

Natural gas liquids (thousands of barrels per day)
United States
Offshore		6		7		4
Onshore		7		7		7

		13		14		11

Europe*		3		3		3

Asia		1		1		—

Total		17		18		14


	2011		2010		2009
Natural gas (thousands of mcf per day)
United States
Offshore		61		70		55
Onshore		39		38		38

		100		108		93

Europe
Norway*		29		29		21
United Kingdom		41		93		118
Denmark		11		12		12

		81		134		151

Asia and Other
Joint Development Area of Malaysia/Thailand (JDA)		267		282		294
Thailand		84		85		85
Indonesia		56		50		65
Other		35		10		2

		442		427		446

Total		623		669		690

Barrels of oil equivalent (per day)**		370		418		408

Norway production for 2011 included 18 thousand barrels per day of crude oil, 1 thousand barrels per day of natural gas liquids and 15 thousand mcf per day of natural gas from the Valhall Field. Norway production for 2010 included 14 thousand barrels per day of crude oil, 1 thousand barrels per day of natural gas liquids and 13 thousand mcf per day of natural gas from the Valhall Field.

Reflects natural gas production converted on the basis of relative energy content (six mcf equals one barrel). 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 8.

A description of our significant E&P operations is as follows:

United States

At December 31, 2011, 28% of the Corporation’s total proved reserves were located in the United States. During 2011, 35% of the Corporation’s crude oil and natural gas liquids production and 16% of its natural gas production were from United States operations. The Corporation’s production in the United States was from offshore properties in the Gulf of Mexico, as well as onshore properties principally in the Williston Basin of North Dakota and in the Permian Basin of Texas.

Offshore: The Corporation’s production offshore the United States was principally from the Shenzi (Hess 28%), Llano (Hess 50%), Conger (Hess 38%), Baldpate (Hess 50%), Hack Wilson (Hess 25%) and Penn State (Hess 50%) fields.

At the Shenzi Field, the operator is expected to complete initial installation of water injection equipment and drill additional development wells in 2012. At the outside operated Llano Field, a workover on a shut-in well, which was producing in excess of 10,000 net barrels of oil equivalent per day prior to shut-in, will be completed in 2012. Additional development drilling at the Llano Field is planned to commence during the second half of 2012.

During the third quarter of 2011, the Corporation, as operator, and its partner sanctioned the development of the Tubular Bells Field (Hess 57%) in the Mississippi Canyon Block 725 Area in the deepwater Gulf of Mexico. In 2012, field development will be advanced with the on-going construction of a floating production system and development drilling that is scheduled to start in the second quarter. First production is anticipated in 2014.

At the Pony prospect on Green Canyon Block 468 (Hess 100%), the Corporation has signed a non-binding agreement with the owners of the adjacent Knotty Head prospect on Green Canyon Block 512 that outlines a proposal to jointly develop the field. This agreement provides that the Corporation will be operator of the joint development. Negotiation of a joint operating agreement, including working interest percentages for the partners, and planning for the field development are progressing. The project is now targeted for sanction in 2013.

At December 31, 2011, the Corporation had interests in 289 blocks in the Gulf of Mexico, of which 267 were exploration blocks comprising 1,054,000 net undeveloped acres, with an additional 46,000 net acres held for production and development operations.

Onshore: In North Dakota, the Corporation holds nearly 900,000 net acres in the Bakken oil shale play (Bakken). In 2012, the Corporation plans to invest approximately $1.9 billion for drilling and infrastructure in the Bakken. The Corporation plans to operate 16 rigs with five dedicated hydraulic fracturing crews in 2012. Infrastructure investments include completion of a crude oil rail loading and storage facility, which is due to become fully operational in the first quarter of 2012, and continuing expansion of the Tioga gas plant.

In Texas, the Corporation holds a 34% interest in the Seminole-San Andres Unit and is operator. The Corporation also holds more than 100,000 net acres in the Eagle Ford shale. First production from the Eagle Ford commenced in May 2011. During 2012, the Corporation plans to operate three rigs and drill approximately 25 to 30 wells.

In 2011, the Corporation entered into agreements to acquire approximately 85,000 net acres in the Utica Shale play in eastern Ohio for approximately $750 million, principally through the acquisition of Marquette Exploration, LLC. The Corporation also completed the acquisition of a 50% undivided interest in CONSOL Energy Inc.’s (CONSOL) nearly 200,000 acres in the Utica Shale play for $59 million in cash at closing and the agreement to fund 50% of CONSOL’s share of the drilling costs up to $534 million within a 5-year period. Appraisal of the Utica acreage commenced in the fourth quarter of 2011 and will continue during 2012 with the acquisition of seismic and the planned drilling of 29 wells.

Europe

At December 31, 2011, 37% of the Corporation’s total proved reserves were located in Europe (Norway 23%, United Kingdom 4%, Denmark 3% and Russia 7%). During 2011, 35% of the Corporation’s crude oil and natural gas liquids production and 13% of its natural gas production were from European operations.

Norway: Substantially all of the 2011 Norwegian production was from the Corporation’s interests in the Valhall Field (Hess 64%). At December 31, 2011, the Corporation also held interests in the Hod (Hess 63%) and Snohvit (Hess 3%) fields. All three of the Corporation’s Norwegian field interests are located offshore.

At the Valhall Field, a multi-year redevelopment project is scheduled to be completed in 2012. The project includes the installation of two new platforms with production, compression and water injection equipment and living quarters. In addition, further drilling is planned for Valhall in 2012. In the third quarter of 2012, there is expected to be significant downtime for the operator to complete the project and commission the new facilities.

In August 2011, the Corporation completed the sale of its interests in the Snorre Field (Hess 1%), offshore Norway. In January 2012, the Corporation completed the sale of its interests in the Snohvit Field.

United Kingdom: Production of crude oil and natural gas liquids from the United Kingdom North Sea was principally from the Corporation’s non-operated interests in the Bittern (Hess 28%), Nevis (Hess 27%), Beryl (Hess 22%) and Schiehallion (Hess 16%) fields. Natural gas production from the United Kingdom was primarily from the Nevis (Hess 27%) and Beryl (Hess 22%) fields. The Corporation also has interests in the Atlantic (Hess 25%), Cromarty (Hess 90%), Fife, Flora and Angus (Hess 85%), Fergus (Hess 65%), Ivanhoe and Rob Roy (Hess 77%), Renee (Hess 14%) and Rubie (Hess 19%) fields. These fields are no longer producing and decommissioning activities have commenced.

In the first half of 2011, the Corporation completed the sale of a package of natural gas producing assets including its interests in the Easington Catchment Area (Hess 30%), the Bacton Area (Hess 23%), the Everest Field (Hess 19%) and the Lomond Field (Hess 17%), as well as its interest in the Central Area Transmission System pipeline. The Corporation also completed the sale of its interest in the Cook Field (Hess 28%) in August 2011.

Denmark: Crude oil and natural gas production comes from the Corporation’s operated interest in the South Arne Field (Hess 62%), offshore Denmark. In October 2011, the Corporation acquired an additional 4% interest in the South Arne Field increasing its interest to 62% from 58%.

Russia: The Corporation’s activities in Russia are conducted through its interest in a subsidiary operating in the Volga-Urals region. In the third quarter of 2011, the Corporation acquired an additional 5% interest in its

subsidiary, increasing its ownership to 90%. As of December 31, 2011, this subsidiary had exploration and production rights in 22 license areas. During 2012, the Corporation plans to continue drilling and to install gas treatment facilities that are anticipated to start up in the fourth quarter of 2012.

France: The Corporation’s activities in France are conducted through an agreement with Toreador Resources Corporation (Toreador), under which it can invest in an initial exploration phase and earn up to a 50% working interest in, and become operator of, Toreador’s approximately 680,000 net acres in the Paris Basin. An initial six exploration well program, which was scheduled to begin in 2011, was deferred due to a temporary drilling moratorium requested by the government prior to the implementation of a law prohibiting hydraulic fracturing. In 2012, the Corporation anticipates drilling up to three conventional vertical wells and continuing geological and geophysical analysis.

Africa

At December 31, 2011, 17% of the Corporation’s total proved reserves were located in Africa (Equatorial Guinea 5%, Algeria 1% and Libya 11%). During 2011, 25% of the Corporation’s crude oil and natural gas liquids production was from its African operations.

Equatorial Guinea: The Corporation is operator and owns an interest in Block G (Hess 85%) which contains the Ceiba Field and Okume Complex. During 2012, the Corporation intends to drill additional production wells at the Ceiba Field. Additional development drilling at the Okume Complex is planned to commence during 2013.

Algeria: The Corporation has a 49% interest in a venture with the Algerian national oil company that redeveloped three oil fields. The Corporation also has an interest in Bir El Msana (BMS) Block 401C (Hess 45%). In 2011, the Corporation sanctioned a small development project at the BMS Field.

Libya: The Corporation, in conjunction with its Oasis Group partners, has oil and gas production operations in the Waha concessions in Libya (Hess 8%). The Corporation also owns a 100% interest in offshore exploration Area 54 in the Mediterranean Sea, where two wells discovered hydrocarbons.

In response to civil unrest in Libya, a number of measures were taken by the international community in the first quarter of 2011, including the imposition of economic sanctions. Production at the Waha Field was suspended in the first quarter of 2011. As a consequence of the civil unrest and the sanctions, the Corporation delivered force majeure notices to the Libyan government relating to the agreements covering its exploration and production interests in order to protect its rights while it was temporarily prevented from fulfilling its obligations and benefiting from the rights granted by those agreements. Production at the Waha Field restarted during the fourth quarter of 2011 at levels that were significantly lower than those prior to the civil unrest. The Corporation’s Libyan production averaged 23,000 barrels of oil equivalent per day (boepd) for the full year of 2010 and 4,000 boepd for 2011. The force majeure covering the Corporation’s production interests was withdrawn at the end of the fourth quarter of 2011, as the economic sanctions were lifted. The force majeure covering the Corporation’s offshore exploration interests remained in place at year-end but is expected to be withdrawn in 2012. The Corporation had proved reserves of 166 million barrels of oil equivalent in Libya at December 31, 2011. At December 31, 2011, the net book value of the Corporation’s exploration and production assets in Libya was approximately $500 million.

Ghana: The Corporation holds a 90% interest and is operator in the Deepwater Tano Cape Three Points License where the Corporation drilled an exploration well in 2011 that encountered an estimated 490 net feet of oil and gas condensate pay over three separate intervals. The Corporation anticipates commencing additional exploration drilling in the first quarter of 2012, subject to government approvals and rig availability.

Egypt: The Corporation owns an 80% interest in Block 1 offshore Egypt in the North Red Sea.

Asia

At December 31, 2011, 18% of the Corporation’s total proved reserves were located in the Asia region (JDA 8%, Indonesia 5%, Thailand 3%, Azerbaijan 1% and Malaysia 1%). During 2011, 5% of the Corporation’s crude oil and natural gas liquids production and 71% of its natural gas production were from its Asian operations.

Joint Development Area of Malaysia/Thailand (JDA): The Corporation owns an interest in Block A-18 of the JDA (Hess 50%) in the Gulf of Thailand. In 2011, the operator continued development drilling and

wellhead platform construction and installation activities. In 2012, the operator will continue development of the block by progressing wellhead platform installations and with the anticipated sanction of a compression project.

Malaysia: The Corporation’s production in Malaysia comes from its interest in Block PM301 (Hess 50%), which is adjacent to Block A-18 of the JDA where the natural gas is processed. The Corporation also owns interests in Block PM302 (Hess 50%) and Block SB302 (Hess 40%). Technical and commercial evaluations are underway to assess the development alternatives for these blocks.

Indonesia: The Corporation’s production in Indonesia comes from its interests offshore in the Ujung Pangkah project (Hess 75%), and the Natuna A Field (Hess 23%). During 2011, a second wellhead platform and central processing facility were installed at Ujung Pangkah. At the Natuna A Field, the operator completed construction and installed a second wellhead platform and a central processing platform. The Corporation holds a 100% working interest in the offshore Semai V Block, where it drilled two exploration wells during 2011 which were both expensed in the fourth quarter. The Corporation also owns a 100% working interest in the offshore South Sesulu Block, a 49% interest in the West Timor Block, which includes onshore and offshore acreage, and a 100% interest in the Timor Sea Block 1, offshore Indonesia.

Thailand: The Corporation’s natural gas production in Thailand comes from the offshore Pailin Field (Hess 15%) and the onshore Sinphuhorm Block (Hess 35%).

Azerbaijan: The Corporation has an interest in the Azeri-Chirag-Guneshli (ACG) fields (Hess 3%) in the Caspian Sea and also owns an interest in the Baku-Tbilisi-Ceyhan oil transportation pipeline company (Hess 2%).

Brunei: The Corporation has an interest in Block CA-1 (Hess 14%). In 2011, the operator drilled the Julong Center exploration well which was subsequently expensed. The operator anticipates commencing further exploration drilling on this block in 2012.

Kurdistan Region of Iraq: In July 2011, the Corporation signed production sharing contracts with the Kurdistan Regional Government of Iraq for the Dinarta and Shakrok exploration blocks. The Corporation is operator and has an 80% paying interest (64% participating interest) in the blocks, which have a combined area of more than 670 square miles. The terms of the contracts require the acquisition of 2D seismic and drilling of at least one well on each of the blocks over the three year license period.

China: The Corporation has signed a joint study agreement with Sinopec to evaluate unconventional oil and gas resource opportunities covering approximately 1.7 million acres in China.

Other Exploration Areas

Australia: The Corporation holds a 100% interest in an exploration license covering approximately 780,000 acres in the Carnarvon basin offshore Western Australia (WA-390-P Block, also known as Equus). The Corporation has drilled all of the 16 commitment wells on the block, 13 of which were natural gas discoveries. During 2011, the Corporation continued its appraisal program by drilling and flow testing certain wells. Appraisal of the discoveries is expected to be completed in mid-2012. Development plans were progressed during 2011, including the awarding of Front-End Engineering Design (FEED) contracts for a semi-submersible production platform, subsea gas gathering systems and an export pipeline in the fourth quarter. Negotiations with potential liquefaction partners will continue during 2012. In addition, during 2011, the Corporation signed a participation agreement under which it has the option to earn a 63% working interest in more than 6.2 million acres in the Beetaloo Basin, Northern Territory Australia.

Peru: The Corporation has an interest in Block 64 in Peru (Hess 50%). The operator has drilled several exploratory wells on the block that have encountered hydrocarbons. In the fourth quarter of 2011, the operator spudded the Situche Norte 4X well which is expected to be completed in mid-2012.

Brazil: The Corporation has a 40% interest in block BM-S-22 located offshore Brazil.

Sales Commitments

In the E&P segment, the Corporation has contracts to sell fixed quantities of its natural gas and natural gas liquids (NGL) production. The natural gas contracts principally relate to producing fields in Asia. The most significant of these commitments relates to the JDA where the minimum contract quantity of natural gas is estimated at 107 million mcf per year based on current entitlements under a sales contract expiring in 2027. There

are additional natural gas supply commitments on producing fields in Thailand and Indonesia which currently total approximately 45 million mcf per year under contracts expiring in years 2021 through 2029. The Corporation also has a commitment to supply approximately 15 million mcf of natural gas per year in the Bakken under a sales contract expiring in 2013. The Corporation also has NGL contracts relating to the Bakken, which commence in 2013. The minimum contract quantity under these contracts, which expire in 2023, is approximately 9.6 million barrels per year. The estimated total volume of production subject to sales commitments under all these contracts is approximately 2,422 million mcf of natural gas and 96 million barrels of NGL. The Corporation has not experienced any significant constraints in satisfying the committed quantities required by its sales commitments and it anticipates being able to meet future requirements from available proved and probable reserves.

Natural gas is marketed by the M&R segment on a spot basis and under contracts for varying periods of time to local distribution companies, and commercial, industrial and other purchasers. These natural gas marketing activities are primarily conducted in the eastern portion of the United States, where the principal source of supply is purchased natural gas, not the Corporation’s production from the E&P segment. The Corporation has not experienced any significant constraints in obtaining the required supply of purchased natural gas.

Average selling prices and average production costs


	2011		2010		2009
Average selling prices (a)
Crude oil (per barrel)
United States	$	98.56	$	75.02	$	60.67
Europe (b)		80.18		58.11		47.02
Africa		88.46		65.02		48.91
Asia		111.71		79.23		63.01
Worldwide		89.99		66.20		51.62
Natural gas liquids (per barrel)
United States	$	58.59	$	47.92	$	36.57
Europe (b)		75.49		59.23		43.23
Asia		72.29		63.50		46.48
Worldwide		62.72		50.49		38.47
Natural gas (per mcf)
United States	$	3.39	$	3.70	$	3.36
Europe (b)		8.79		6.23		5.15
Asia and other		6.02		5.93		5.06
Worldwide		5.96		5.63		4.85
Average production (lifting) costs per barrel of oil equivalent produced (c)
United States	$	16.30	$	12.61	$	13.72
Europe (b)		25.13		17.55		15.77
Africa		15.95		11.00		10.93
Asia and other		10.62		8.16		7.65
Worldwide		17.40		12.61		12.12

(a)

Includes inter-company transfers valued at approximate market prices and the effect of the Corporation’s hedging activities.

(b)

The average selling prices in Norway for 2011 were $112.38 per barrel for crude oil, $62.07 per barrel for natural gas liquids and $9.77 per mcf for natural gas. The average production (lifting) cost in Norway in 2011 was $31.09 per barrel of oil equivalent produced. The average selling prices in Norway for 2010 were $79.47 per barrel for crude oil, $52.26 per barrel for natural gas liquids and $7.32 per mcf for natural gas. The average production (lifting) cost in Norway in 2010 was $18.33 per barrel of oil equivalent produced.

(c)

Production (lifting) costs consist of amounts incurred to operate and maintain the Corporation’s producing oil and gas wells, related equipment and facilities, transportation costs and production and severance taxes. The average production costs per barrel of oil equivalent reflect the crude oil equivalent of natural gas production converted on the basis of relative energy content (six mcf equals one barrel).

The table above does not include costs of finding and developing proved oil and gas reserves, or the costs of related general and administrative expenses, interest expense and income taxes.

Gross and net undeveloped acreage at December 31, 2011


	Undeveloped Acreage (a)
	Gross		Net
	(In thousands)
United States		2,902		2,038
Europe (b)		2,651		1,266
Africa		8,009		4,625
Asia and other		11,250		6,960

Total (c)		24,812		14,889

(a)

Includes acreage held under production sharing contracts.

(b)

Gross and net undeveloped acreage in Norway was 841 thousand and 132 thousand, respectively.

(c)

Licenses covering approximately 29% of the Corporation’s net undeveloped acreage held at December 31, 2011 are scheduled to expire during the next three years pending the results of exploration activities. These scheduled expirations are largely in Asia, South America and the United States.

Gross and net developed acreage and productive wells at December 31, 2011


	Developed Acreage Applicable to Productive Wells				Productive Wells (a)
					Oil				Gas
	Gross		Net		Gross		Net		Gross		Net
	(In thousands)
United States		972		684		1,446		730		65		51
Europe (b)		1,015		787		282		189		21		2
Africa		9,832		933		903		130		—		—
Asia		2,200		630		80		10		461		102

Total		14,019		3,034		2,711		1,059		547		155

(a)

Includes multiple completion wells (wells producing from different formations in the same bore hole) totaling 28 gross wells and 19 net wells.

(b)

Gross and net developed acreage in Norway was 132 thousand and 43 thousand, respectively. Gross and net productive oil wells in Norway were 44 and 29, respectively. Gross and net productive gas wells in Norway were 9 and 1, respectively.

Number of net exploratory and development wells drilled at December 31


	Net Exploratory Wells						Net Development Wells
	2011		2010		2009		2011		2010		2009
Productive wells
United States		20		—		—		98		83		44
Europe		6		1		7		25		18		12
Africa		1		1		1		1		11		23
Asia and other		4		6		8		18		7		12

		31		8		16		142		119		91


Dry holes
United States		—		5		4		—		—		—
Europe		2		—		—		—		—		—
Africa		1		2		—		—		1		—
Asia and other		1		2		2		—		—		—

		4		9		6		—		1		—

Total		35		17		22		142		120		91

Number of wells in process of drilling at December 31, 2011


	Gross Wells		Net Wells
United States		203		71
Europe		10		8
Africa		1		1
Asia and other		21		6

Total		235		86

Marketing and Refining

Refining

The Corporation owns a 50% interest in HOVENSA L.L.C. (HOVENSA), a joint venture with a subsidiary of Petroleos de Venezuela S.A. (PDVSA) that operated a refinery in the U.S. Virgin Islands. In addition, the Corporation owns and operates a refining facility in Port Reading, New Jersey.

HOVENSA: In January 2012, HOVENSA announced a decision to shut down its refinery in St. Croix, U.S. Virgin Islands and operate the complex as an oil storage terminal. For further discussion of the refinery shutdown, see Note 5, HOVENSA L.L.C. Joint Venture in the notes to the Consolidated Financial Statements.

Refining operations at HOVENSA consisted of crude units, a fluid catalytic cracking (FCC) unit and a delayed coker unit. The following table summarizes capacity and utilization rates for HOVENSA:


	Refinery Capacity	Refinery Utilization
	Refinery Capacity	2011			2010			2009
	(Thousands of barrels per day)
Crude	350*		81.1	%		78.0	%		80.3	%
Fluid catalytic cracker	150		71.7	%		66.5	%		70.2	%
Coker	58		77.4	%		78.3	%		81.6	%

*	HOVENSA’s crude oil refining capacity was reduced to 350,000 from 500,000 barrels per day in the first half of 2011.

Gross crude runs at HOVENSA averaged 284,000 barrels per day in 2011 compared with 390,000 barrels per day in 2010 and 402,000 barrels per day in 2009. These utilization rates reflect weaker refining margins, together with planned and unplanned maintenance.

Port Reading Facility: The Corporation owns and operates an FCC unit in Port Reading, New Jersey, with a capacity of 70,000 barrels per day. This facility, which processes residual fuel oil and vacuum gas oil, operated at a rate of approximately 63,000 barrels per day in 2011 compared with 55,000 and 63,000 barrels per day, respectively in 2010 and 2009. Substantially all of Port Reading’s production is gasoline and heating oil. During 2010, the Port Reading refining facility was shut down for 41 days for a scheduled turnaround.

Marketing

The Corporation markets refined petroleum products, natural gas and electricity on the East Coast of the United States to the motoring public, wholesale distributors, industrial and commercial users, other petroleum companies, governmental agencies and public utilities.

The Corporation had 1,360 HESS^® gasoline stations at December 31, 2011, including stations owned by its WilcoHess joint venture (Hess 44%). Approximately 92% of the gasoline stations are operated by the Corporation or WilcoHess. Of the operated stations, 95% have convenience stores on the sites. Most of the Corporation’s gasoline stations are in New York, New Jersey, Pennsylvania, Florida, Massachusetts, North Carolina and South Carolina.

The table below summarizes marketing sales volumes for the years ended December 31:


	2011*		2010*		2009*
Refined petroleum product sales (thousands of barrels per day)
Gasoline		222		242		236
Distillates		123		120		134
Residuals		65		69		67
Other		20		40		36

Total refined petroleum product sales		430		471		473

Natural gas (thousands of mcf per day)		2,167		2,016		2,010
Electricity (megawatts round the clock)		4,374		4,140		4,306

*	Of total refined petroleum products sold, a total of approximately 37%, 41% and 45% was obtained from HOVENSA and Port Reading in 2011, 2010 and 2009, respectively. The Corporation purchased the balance from third parties under short-term supply contracts and spot purchases.

The Corporation does not anticipate any disruption to product supply for its Marketing operations as a result of the shutdown of HOVENSA’s refinery.

The Corporation owns 20 terminals with an aggregate storage capacity of 21 million barrels in its East Coast marketing areas. The Corporation also owns a terminal in St. Lucia with a storage capacity of 10 million barrels, which is operated for third party storage.

The Corporation has a 50% interest in Bayonne Energy Center, LLC, a joint venture established to build and operate a 512-megawatt natural gas fueled electric generating station in Bayonne, New Jersey. The joint venture plans to sell electricity into the New York City market by a direct connection with the Con Edison Gowanus substation. Construction of the facility began in mid-2010 and operations are due to commence in mid-2012.

The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and derivatives. The Corporation also takes energy commodity and derivative trading positions for its own account.

A subsidiary of the Corporation is exploring the development of fuel cell and hydrogen reforming technologies.

For additional financial information by segment see Note 19, Segment Information in the notes to the Consolidated Financial Statements.

Competition and Market Conditions

See Item 1A. Risk Factors Related to Our Business and Operations, for a discussion of competition and market conditions.

Other Items

Gulf of Mexico Update

The Corporation has filed 183 Suspension of Operations (SOO) requests with the Bureau of Safety and Environmental Enforcement (BSEE). These SOO requests seek the BSEE’s approval for the extension of leases beyond their initial period where operations required to hold the leases have been delayed due to circumstances beyond the control of the Corporation. All 183 SOO requests have been approved for one year extensions. In addition, the Corporation has applied and received approval for exploration plans for two deepwater prospects. Further discussions have been held with the BSEE concerning the Corporation’s oil spill response plan for its Gulf of Mexico operations, which is also awaiting approval. This plan sets forth expectations for response training, drills and capabilities and the strategies, procedures and methods that the Corporation will employ in the event of a spill covering the following topics: spill response organization, incident command post, communications and notifications, spill detection and assessment (including worst case discharge scenarios), identification and protection of environmental resources, strategic response planning, mobilization and deployment of spill response equipment and personnel, oil and debris removal and disposal, the use of dispersants and chemical and biological agents, in-situ burning of oil, wildlife rehabilitation and documentation requirements.

Emergency Preparedness and Response Plans and Procedures

The Corporation has in place a series of business and asset-specific emergency preparedness, response and business continuity plans that detail procedures for rapid and effective emergency response and environmental mitigation activities. These plans are risk appropriate and are maintained, reviewed and updated as necessary to ensure their accuracy and suitability. Where appropriate, they are also reviewed and approved by the relevant host government authorities.

Responder training and drills are routinely held worldwide to assess and continually improve the effectiveness of the Corporation’s plans. The Corporation’s contractors, service providers, representatives from government agencies and, where applicable, joint venture partners participate in the drills to ensure that emergency procedures are comprehensive and can be effectively implemented.

To complement internal capabilities and to ensure coverage for its global operations, the Corporation maintains membership contracts with a network of local, regional and global oil spill response and emergency response organizations. At the regional and global level, these organizations include Clean Gulf Associates, Helix Well Containment Group (HWCG), Marine Well Containment Company (MWCC), Wild Well Control, National Response Corporation (NRC) and Oil Spill Response (OSR). Clean Gulf Associates is a regional spill response organization and HWCG and MWCC both provide the equipment and personnel to contain an underwater well control incident in the Gulf of Mexico. Wild Well Control provides firefighting, well control and engineering services globally. NRC and OSR are global response organizations and are available to assist the Corporation when needed anywhere in the world. In addition to owning response assets in their own right, these organizations maintain business relationships that provide immediate access to additional critical response support services if required. These owned response assets included nearly 300 recovery and storage vessels and barges, more than 250 skimmers, over 300,000 feet of boom, and significant quantities of dispersants and other ancillary equipment, including aircraft. If the Corporation were to engage these organizations to obtain additional critical response support services, it would fund such services and seek reimbursement under its insurance coverage described below. In certain circumstances, the Corporation pursues and enters into mutual aid agreements with other companies and government cooperatives to receive and provide oil spill response equipment and personnel support. The Corporation maintains close associations with emergency response organizations through its representation on the Executive Committee of Clean Gulf Associates and the Board of Directors of OSR.

The Corporation continues to participate in a number of industry-wide task forces that are studying better ways to assess the risk of and prevent onshore and offshore incidents, access and control blowouts in subsea environments, and improve containment and recovery methods. The task forces are working closely with the oil and gas industry and international government agencies to implement improvements and increase the effectiveness of oil spill prevention, preparedness, response and recovery processes.

Insurance Coverage and Indemnification

The Corporation maintains insurance coverage that includes coverage for physical damage to its property, third party liability, workers’ compensation and employers’ liability, general liability, sudden and accidental pollution, and other coverage. This insurance coverage is subject to deductibles, exclusions and limitations and there is no assurance that such coverage will adequately protect the Corporation against liability from all potential consequences and damages.

The amount of insurance covering physical damage to the Corporation’s property and liability related to negative environmental effects resulting from a sudden and accidental pollution event, excluding windstorm coverage in the Gulf of Mexico for which it is self insured, varies by asset, based on the asset’s estimated replacement value or the estimated maximum loss. In the case of a catastrophic event, first party coverage consists of two tiers of insurance. The first $250 million of coverage is provided through an industry mutual insurance group. Above this $250 million threshold, insurance is carried which ranges in value to over $2.0 billion in total, depending on the asset coverage level, as described above. Additionally, the Corporation carries insurance which provides third party coverage for general liability, and sudden and accidental pollution, up to $1 billion. Beginning in 2012, the first layer of insurance coverage has been increased to $300 million, and above that threshold, insurance is carried which ranges in value to over $2.25 billion.

Other insurance policies provide coverage for, among other things: charterer’s legal liability, in the amount of $500 million per occurrence and aircraft liability, in the amount of $300 million per occurrence.

The Corporation’s insurance policies renew at various dates each year. Future insurance coverage for the industry could increase in cost and may include higher deductibles or retentions, or additional exclusions or limitations. In addition, some forms of insurance may become unavailable in the future or unavailable on terms that are deemed economically acceptable.

Generally, the Corporation’s drilling contracts (and most of its other offshore services contracts) provide for a mutual hold harmless indemnity structure whereby each party to the contract (the Corporation and Contractor) indemnifies the other party for injuries or damages to their personnel and property regardless of fault. Variations include indemnity exclusions to the extent a claim is attributable to the gross negligence and/or willful misconduct of a party. Third-party claims, on the other hand, are generally allocated on a fault basis.

The Corporation is customarily responsible for, and indemnifies the Contractor against, all claims, including those from third-parties, to the extent attributable to pollution or contamination by substances originating from its reservoirs or other property (regardless of fault, including gross negligence and willful misconduct) and the Contractor is responsible for and indemnifies the Corporation for all claims attributable to pollution emanating from the Contractor’s property. Additionally, the Corporation is generally liable for all of its own losses and most third-party claims associated with catastrophic losses such as blowouts, cratering and loss of hole, regardless of cause, although exceptions for losses attributable to gross negligence and/or willful misconduct do exist. Lastly, many offshore services contracts include overall limitations of the Contractor’s liability equal to the value of the contract or a fixed amount, whichever is greater.

Under a standard joint operating agreement (JOA), each party is liable for all claims arising under the JOA, not covered by or in excess of insurance carried by the JOA, to the extent of its participating interest (operator or non-operator). Variations include indemnity exclusions where the claim is based upon the gross negligence and/or willful misconduct of a party in which case such party is solely liable. However, under some production sharing contracts between a governmental entity and commercial parties, liability of the commercial parties to the governmental entity is joint and several.

Environmental

Compliance with various existing environmental and pollution control regulations imposed by federal, state, local and foreign governments is not expected to have a material adverse effect on the Corporation’s financial condition or results of operations. The Corporation spent $19 million in 2011 for environmental remediation. The Corporation anticipates capital expenditures for facilities, primarily to comply with federal, state and local environmental standards, other than for the low sulfur requirements, of approximately $120 million in both 2012 and 2013. For further discussion of environmental matters see the Environment, Health and Safety section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Number of Employees

The number of persons employed by the Corporation at year-end was approximately 14,350 in 2011 and 13,800 in 2010.

Other

The Corporation’s Internet address is www.hess.com. On its website, the Corporation makes available free of charge its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Corporation electronically files with or furnishes such material to the Securities and Exchange Commission. The contents of the Corporation’s website are not incorporated by reference in this report. Copies of the Corporation’s Code of Business Conduct and Ethics, its Corporate Governance Guidelines and the charters of the Audit Committee, the Compensation and Management Development Committee and the Corporate Governance and Nominating Committee of the Board of Directors are available on the Corporation’s website and are also available free of charge upon request to the Secretary of the Corporation at its principal executive offices. The Corporation has also filed with the New York Stock Exchange (NYSE) its annual certification that the Corporation’s chief executive officer is unaware of any violation of the NYSE’s corporate governance standards.

Item 1A. Risk Factors Related to Our Business and Operations

Our business activities and the value of our securities are subject to significant risk factors, including those described below. The risk factors described below could negatively affect our operations, financial condition, liquidity and results of operations, and as a result, holders and purchasers of our securities could lose part or all of their investments. It is possible that additional risks relating to our securities may be described in a prospectus supplement if we issue securities in the future.

Our business and operating results are highly dependent on the market prices of crude oil, natural gas, refined petroleum products and electricity, which can be very volatile. Our estimated proved reserves, revenue, operating cash flows, operating margins, future earnings and trading operations are highly dependent on the prices of crude oil, natural gas, refined petroleum products and electricity, which are volatile and influenced by numerous factors beyond our control. Changes in commodity prices can also have a material impact on collateral and margin requirements under our derivative contracts. The major foreign oil producing countries, including members of the Organization of Petroleum Exporting Countries (OPEC), exert considerable influence over the supply and price of crude oil and refined petroleum products. Their ability or inability to agree on a common policy on rates of production and other matters has a significant impact on the oil markets. The commodities trading markets as well as other supply and demand factors may also influence the selling prices of crude oil, natural gas, refined petroleum products and electricity. To the extent that we engage in hedging activities to mitigate commodity price volatility, we may not realize the benefit of price increases above the hedged price. In order to manage the potential volatility of cash flows and credit requirements, the Corporation utilizes significant bank credit facilities. An inability to renew or replace such credit facilities or access other sources of funding as they mature would negatively impact our liquidity.

If we fail to successfully increase our reserves, our future crude oil and natural gas production will be adversely impacted. We own or have access to a finite amount of oil and gas reserves which will be depleted over time. Replacement of oil and gas production and reserves, including proved undeveloped reserves, is subject to successful exploration drilling, development activities, and enhanced recovery programs. Therefore, future oil and gas production is dependent on technical success in finding and developing additional hydrocarbon reserves. Exploration activity involves the interpretation of seismic and other geological and geophysical data, which does not always successfully predict the presence of commercial quantities of hydrocarbons. Drilling risks include unexpected adverse conditions, irregularities in pressure or formations, equipment failure, blowouts and weather interruptions. Future developments may be affected by unforeseen reservoir conditions which negatively affect recovery factors or flow rates. The costs of drilling and development activities have increased in recent years which could negatively affect expected economic returns. Reserve replacement can also be achieved through acquisition. Although due diligence is used in evaluating acquired oil and gas properties, similar risks may be encountered in the production of oil and gas on properties acquired from others.

There are inherent uncertainties in estimating quantities of proved reserves and discounted future net cash flow, and actual quantities may be lower than estimated. Numerous uncertainties exist in estimating quantities of proved reserves and future net revenues from those reserves. Actual future production, oil and gas prices, revenues, taxes, capital expenditures, operating expenses, and quantities of recoverable oil and gas reserves may vary substantially from those assumed in the estimates and could materially affect the estimated quantities of our proved reserves and the related future net revenues. In addition, reserve estimates may be subject to downward or upward changes based on production performance, purchases or sales of properties, results of future development, prevailing oil and gas prices, production sharing contracts, which may decrease reserves as crude oil and natural gas prices increase, and other factors.

We are subject to changing laws and regulations and other governmental actions that can significantly and adversely affect our business. Federal, state, local, territorial and foreign laws and regulations relating to tax increases and retroactive tax claims, disallowance of tax credits and deductions, expropriation or nationalization of property, mandatory government participation, cancellation or amendment of contract rights, and changes in import and export regulations, limitations on access to exploration and development opportunities, as well as other political developments may affect our operations. The Dodd-Frank Wall Street Reform Act, enacted in 2010, delegated rulemaking responsibilities to carry out the Act to various U.S. government agencies. Our business could potentially be adversely impacted by one or more of the final

rules under this Act, when issued, including potential additional costs to engage in certain derivative transactions. We also market 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 various other states. As a result of the accident in April 2010 at the BP p.l.c. (BP) operated Macondo prospect in the Gulf of Mexico (in which the Corporation was not a participant) and the ensuing significant oil spill, a temporary drilling moratorium was imposed in the Gulf of Mexico. While this moratorium has since been lifted, significant new regulations have been imposed and further legislation and regulations may be proposed, including an increase in the potential liability in the event of an oil spill. The new regulatory environment has resulted in a longer permitting process and higher costs.

Political instability in areas where we operate can adversely affect our business. Some of the international areas in which we operate, and the partners with whom we operate, are politically less stable than other areas and partners. Political unrest in North Africa and the Middle East has affected and may continue to affect our operations in these areas as well as oil and gas markets generally. The threat of terrorism around the world also poses additional risks to the operations of the oil and gas industry.

Our oil and gas operations are subject to environmental risks and environmental laws and regulations that can result in significant costs and liabilities. Our oil and gas operations, like those of the industry, are subject to environmental risks such as oil spills, produced water spills, gas leaks and ruptures and discharges of substances or gases that could expose us to substantial liability for pollution or other environmental damage. For example, the accident at the BP operated Macondo prospect in April 2010 resulted in a significant release of crude oil which caused extensive environmental and economic damage. Our operations are also subject to numerous United States federal, state, local and foreign environmental laws and regulations. Non-compliance with these laws and regulations may subject us to administrative, civil or criminal penalties, remedial clean-ups and natural resource damages or other liabilities. In addition, increasingly stringent environmental regulations, particularly relating to the production of motor and other fuels, have resulted and will likely continue to result in higher capital expenditures and operating expenses for us and the oil and gas industry in general.

Concerns have been raised in certain jurisdictions where we have operations concerning the safety and environmental impact of the drilling and development of unconventional oil and gas resources, particularly using the process of hydraulic fracturing. While we believe that these operations can be conducted safely and with minimal impact on the environment, regulatory bodies are responding to these concerns and may impose moratoriums and new regulations on such drilling operations that would likely have the effect of prohibiting or delaying such operations and increasing their cost. For example, a moratorium prohibiting hydraulic fracturing is currently impacting the Corporation’s operations in France.

Concerns about climate change may result in significant operational changes and expenditures and reduced demand for our products. We recognize that climate change is a global environmental concern. Continuing political and social attention to the issue of climate change has resulted in both existing and pending international agreements and national, regional or local legislation and regulatory measures to limit greenhouse gas emissions. These agreements and measures may require significant equipment modifications, operational changes, taxes, or purchase of emission credits to reduce emission of greenhouse gases from our operations, which may result in substantial capital expenditures and compliance, operating, maintenance and remediation costs. In addition, we manufacture petroleum fuels, which through normal customer use result in the emission of greenhouse gases. Regulatory initiatives to reduce the use of these fuels may reduce our sales of, and revenues from, these products. Finally, to the extent that climate change may result in more extreme weather related events, we could experience increased costs related to prevention, maintenance and remediation of affected operations in addition to costs and lost revenues related to delays and shutdowns.

Our industry is highly competitive and many of our competitors are larger and have greater resources than we have. The petroleum industry is highly competitive and very capital intensive. We encounter competition from numerous companies in each of our activities, including acquiring rights to explore for crude oil and natural gas, and in purchasing and marketing of refined petroleum products, natural gas and electricity. Many competitors, including national oil companies, are larger and have substantially greater resources. We are also in competition with producers and marketers of other forms of energy. Increased competition for worldwide oil and gas assets has significantly increased the cost of acquisitions. In addition,

competition for drilling services, technical expertise and equipment has, in the recent past, affected the availability of technical personnel and drilling rigs, resulting in increased capital and operating costs.

Catastrophic events, whether naturally occurring or man-made, may materially affect our operations and financial conditions. Our oil and gas operations are subject to unforeseen occurrences which have affected us from time to time and which may damage or destroy assets, interrupt operations and have other significant adverse effects. Examples of catastrophic risks include hurricanes, fires, explosions and blowouts, such as the accident at the Macondo prospect operated by BP in the Gulf of Mexico in 2010. Although we maintain insurance coverage against property and casualty losses, there can be no assurance that such insurance will adequately protect the Corporation against liability from all potential consequences and damages. Moreover, some forms of insurance may be unavailable in the future or be available only on terms that are deemed economically unacceptable.

Item 3. Legal Proceedings

The Corporation, along with many other companies engaged in refining and marketing of gasoline, has been a party to lawsuits and claims related to the use of methyl tertiary butyl ether (MTBE) in gasoline. A series of similar lawsuits, many involving water utilities or governmental entities, were filed in jurisdictions across the United States against producers of MTBE and petroleum refiners who produced gasoline containing MTBE, including the Corporation. The principal allegation in all cases was that gasoline containing MTBE is a defective product and that these parties are strictly liable in proportion to their share of the gasoline market for damage to groundwater resources and are required to take remedial action to ameliorate the alleged effects on the environment of releases of MTBE. In 2008, the majority of the cases against the Corporation were settled. In 2010 and 2011, additional cases were settled including an action brought in state court by the State of New Hampshire. Two separate cases brought by the State of New Jersey and the Commonwealth of Puerto Rico remain unresolved. In 2007, a pre-tax charge of $40 million was recorded to cover all of the known MTBE cases against the Corporation.

The Corporation received a directive from the New Jersey Department of Environmental Protection (NJDEP) to remediate contamination in the sediments of the lower Passaic River and the NJDEP is also seeking natural resource damages. The directive, insofar as it affects the Corporation, relates to alleged releases from a petroleum bulk storage terminal in Newark, New Jersey now owned by the Corporation. The Corporation and over 70 companies entered into an Administrative Order on Consent with the Environmental Protection Agency (EPA) to study the same contamination. The NJDEP has also sued several other companies linked to a facility considered by the State to be the largest contributor to river contamination. In January 2009, these companies added third party defendants, including the Corporation, to that case. In June 2007, the EPA issued a draft study which evaluated six alternatives for early action, with costs ranging from $900 million to $2.3 billion for all parties. Based on adverse comments from the Corporation and others, the EPA is reevaluating its alternatives. In addition, the federal trustees for natural resources have begun a separate assessment of damages to natural resources in the Passaic River. Given the ongoing studies, remedial costs cannot be reliably estimated at this time. Based on currently known facts and circumstances, the Corporation does not believe that this matter will result in a material liability because its terminal could not have contributed contamination along most of the river’s length and did not store or use contaminants which are of the greatest concern in the river sediments, and because there are numerous other parties who will likely share in the cost of remediation and damages.

On July 25, 2011, the Virgin Islands Department of Planning and Natural Resources commenced an enforcement action against HOVENSA by issuance of documents titled “Notice Of Violation, Order For Corrective Action, Notice Of Assessment of Civil Penalty, Notice Of Opportunity For Hearing” (the “NOVs”). The NOVs assert violations of Virgin Islands Air Pollution Control laws and regulations arising out of odor incidents on St. Croix in May 2011 and proposes total penalties of $210,000. HOVENSA is engaging in settlement discussions with the Government of the Virgin Islands, but believes that it has good defenses against the asserted violations.

On December 16, 2010, the Virgin Islands Department of Planning and Natural Resources commenced four separate enforcement actions against HOVENSA by issuance of documents titled “Notice Of Violation, Order For Corrective Action, Notice Of Assessment of Civil Penalty, Notice Of Opportunity For Hearing”. The NOVs assert violations of Virgin Islands Air Pollution Control laws and regulations arising out of air release incidents

at the HOVENSA refinery in 2009 and 2010 and propose total penalties of $1,355,000. HOVENSA anticipates settling this matter in the first quarter of 2012.

In July 2004, Hess Oil Virgin Islands Corp. (HOVIC), a wholly owned subsidiary of the Corporation, and HOVENSA, each received a letter from the Commissioner of the Virgin Islands Department of Planning and Natural Resources and Natural Resources Trustees, advising of the Trustee’s intention to bring suit against HOVIC and HOVENSA under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). The letter alleges that HOVIC and HOVENSA are potentially responsible for damages to natural resources arising from releases of hazardous substances from the HOVENSA refinery, which had been operated by HOVIC until October 1998. An action was filed on May 5, 2005 in the District Court of the Virgin Islands against HOVENSA, HOVIC and other companies that operated industrial facilities on the south shore of St. Croix asserting that the defendants are liable under CERCLA and territorial statutory and common law for damages to natural resources. HOVIC and HOVENSA are continuing to vigorously defend this matter and do not believe that this matter will result in a material liability as they believe that they have strong defenses against this complaint.

The Corporation periodically receives notices from the EPA that it is a “potential responsible party” under the Superfund legislation with respect to various waste disposal sites. Under this legislation, all potentially responsible parties are jointly and severally liable. For certain sites, the 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, the EPA’s claims have been settled, or a proposed settlement is under consideration, in all cases for amounts that are not material. The ultimate impact of these proceedings, and of any related proceedings by private parties, on the business or accounts of the Corporation cannot be predicted at this time due to the large number of other potentially responsible parties and the speculative nature 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. The Corporation cannot predict with certainty if, how or when such proceedings will be resolved or what the eventual relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek indeterminate damages. Numerous issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters before a loss or range of loss can be reasonably estimated for any proceeding. Subject to the foregoing, in management’s opinion, based upon currently known facts and circumstances, the outcome of such proceedings is not expected to have a material adverse effect on the financial condition, results of operations or cash flows of the Corporation.

PART II

Item 5.

Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities

Stock Market Information

The common stock of Hess Corporation is traded principally on the New York Stock Exchange (ticker symbol: HES). High and low sales prices were as follows:

2011

2010

Quarter Ended

High

Low

High

Low

March 31

87.40

76.00

66.49

55.89

June 30

87.19

67.65

66.22

48.70

September 30

77.12

50.42

59.79

48.71

December31

66.49

46.66

76.98

59.23

Performance Graph

Set forth below is a line graph comparing the five year shareholder return on a $100 investment in the Corporation’s common stock assuming reinvestment of dividends, against the cumulative total returns for the following indexes:

•

Standard & Poor’s 500 Stock Index, which includes the Corporation, and

•

AMEX Oil Index, which is comprised of companies involved in various phases of the oil industry including the Corporation.

Comparison of Five-Year Shareholder Returns

Years Ended December 31,

LOGO

Holders

At December 31, 2011, there were 5,635 stockholders (based on the number of holders of record) who owned a total of 339,975,610 shares of common stock.

Dividends

Cash dividends on common stock totaled $0.40 per share ($0.10 per quarter) during 2011, 2010 and 2009.

Equity Compensation Plans

Following is information on the Registrant’s equity compensation plans at December 31, 2011:


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders		13,570,000	$	61.68		8,403,000	*
Equity compensation plans not approved by security holders**		—		—		—

*	These securities may be awarded as stock options, restricted stock or other awards permitted under the Registrant’s equity compensation plan.

**	The Corporation has a Stock Award Program pursuant to which each non-employee director received approximately $150,000 in value of the Corporation’s common stock in 2011. These awards were made from shares purchased by the Corporation in the open market.

See Note 11, Share-based Compensation in the notes to the Consolidated Financial Statements for further discussion of the Corporation’s equity compensation plans.

Item 6.

Selected Financial Data

A five-year summary of selected financial data follows:


	2011			2010			2009			2008			2007
	(Millions of dollars, except per share amounts)
Sales and other operating revenues
Crude oil and natural gas liquids	$	9,065		$	7,235		$	5,665		$	7,764		$	6,303
Natural gas (including sales of purchased gas)		5,526			5,723			5,894			8,800			6,877
Refined petroleum products		19,459			16,103			12,931			19,765			14,741
Electricity		2,957			3,165			3,408			3,451			2,322
Convenience store sales and other operating revenues		1,459			1,636			1,716			1,354			1,484

Total	$	38,466		$	33,862		$	29,614		$	41,134		$	31,727

Net income attributable to Hess Corporation	$	1,703	(a)	$	2,125	(b)	$	740	(c)	$	2,360	(d)	$	1,832	(e)

Earnings per share
Basic	$	5.05		$	6.52		$	2.28		$	7.35		$	5.86
Diluted	$	5.01		$	6.47		$	2.27		$	7.24		$	5.74
Total assets	$	39,136		$	35,396		$	29,465		$	28,589		$	26,131
Total debt	$	6,057		$	5,583		$	4,467		$	3,955		$	3,980
Total equity	$	18,592		$	16,809		$	13,528		$	12,391		$	10,000
Dividends per share of common stock	$	.40		$	.40		$	.40		$	.40		$	.40

(a)

Includes after-tax charges totaling $694 million relating to the shutdown of the HOVENSA L.L.C. (HOVENSA) refinery, asset impairments and an increase in the United Kingdom supplementary tax rate, partially offset by after-tax income of $413 million relating to gains on asset sales.

(b)

Includes after-tax income of $1,130 million relating to gains on asset sales, partially offset by charges totaling $694 million for an asset impairment, an impairment of the Corporation’s equity investment in HOVENSA, dry hole expense and premiums on repurchases of fixed-rate public notes.

(c)

Includes after-tax expenses totaling $104 million relating to repurchases of fixed-rate public notes, retirement benefits, employee severance costs and asset impairments, partially offset by after-tax income totaling $101 million principally relating to the resolution of a United States royalty dispute.

(d)

Includes after-tax expenses totaling $26 million primarily relating to asset impairments and hurricanes in the Gulf of Mexico.

(e)

Includes net after-tax expenses of $75 million primarily relating to asset impairments, estimated production imbalance settlements and a charge for MTBE litigation, partially offset by income from LIFO inventory liquidations and gains on asset sales.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Corporation is a global integrated energy company that operates in two segments, Exploration and Production (E&P) and Marketing and Refining (M&R). The E&P segment explores for, develops, produces, purchases, transports and sells crude oil and natural gas. The M&R segment manufactures refined petroleum products and purchases, markets and trades refined petroleum products, natural gas and electricity.

Net income in 2011 was $1,703 million compared with $2,125 million in 2010 and $740 million in 2009. Diluted earnings per share were $5.01 in 2011 compared with $6.47 in 2010 and $2.27 in 2009. A table of items affecting comparability between periods is shown on page 23.

Exploration and Production

The Corporation’s strategy for the E&P segment is to profitably grow reserves and production in a sustainable and financially disciplined manner. The Corporation’s total proved reserves were 1,573 million barrels of oil equivalent (boe) at December 31, 2011 compared with 1,537 million boe at December 31, 2010 and 1,437 million boe at December 31, 2009.

E&P earnings were $2,675 million in 2011, $2,736 million in 2010 and $1,042 million in 2009. Average realized crude oil selling prices were $89.99 per barrel in 2011, $66.20 in 2010 and $51.62 in 2009, including the impact of hedging. Average realized natural gas selling prices were $5.96 per mcf in 2011, $5.63 in 2010 and $4.85 in 2009. Production averaged 370,000 barrels of oil equivalent per day (boepd) in 2011, a decrease of 48,000 boepd or 11% from 2010. Production averaged 408,000 boepd in 2009. The Corporation estimates that total worldwide production will average between 370,000 and 390,000 boepd in 2012, excluding the impact of asset sales and any Libyan production.

The following is an update of significant E&P activities during 2011:

•

In North Dakota, net production from the Bakken oil shale play averaged approximately 30,000 boepd during 2011 and 38,000 boepd for the fourth quarter 2011. The Corporation forecasts Bakken production will average 60,000 boepd for the full year of 2012 and is targeted to reach 120,000 boepd in 2015.

•

The Corporation and its partner sanctioned the development of the Tubular Bells Field (Hess 57%) in the Mississippi Canyon Block 725 Area in the deepwater Gulf of Mexico. In 2012, field development will be advanced with the construction of a floating production system and development drilling is scheduled to start in the second quarter. First production is anticipated in 2014.

•

In the third quarter of the year, the Corporation announced the acquisition of approximately 185,000 net acres in the Utica Shale play in eastern Ohio. The Corporation entered into agreements to acquire approximately 85,000 net acres for approximately $750 million, principally through the acquisition of Marquette Exploration, LLC. In October 2011, the Corporation completed the acquisition of a 50% undivided interest in CONSOL Energy Inc.’s (CONSOL) nearly 200,000 acres in the Utica Shale play for $59 million in cash at closing and the agreement to fund 50% of CONSOL’s share of the drilling costs up to $534 million within a 5-year period. Appraisal of the Utica acreage commenced in the fourth quarter and will continue during 2012 with the acquisition of seismic and the planned drilling of 29 wells.

•

The Corporation filed a Notice of Discovery with the Ministry for Energy of Ghana for the Paradise-1 exploration well in the Deepwater Tano Cape Three Points block. The well encountered an estimated 490 net feet of oil and gas condensate pay over three separate intervals. The Corporation is operator and has a 90% working interest in the license. The Corporation anticipates commencing additional exploration drilling in the first quarter of 2012, subject to government approvals and rig availability.

•

In 2011, the Corporation drilled the Andalan-1 well on the Semai V block, offshore Indonesia (Hess 100%). The well encountered reservoir sands and hydrocarbons but not in commercial quantities. This well, along with a follow up well, was expensed in the fourth quarter. In September 2011, the operator of Block CA-1 in Brunei (Hess 14%) spud the Julong Center well. This well also failed to find commercial quantities of hydrocarbons and was expensed.

•

In February 2011, the Corporation completed the sale of its interests in certain natural gas producing assets located in the United Kingdom North Sea for cash proceeds of $359 million, after post-closing adjustments, resulting in a pre-tax gain of $343 million ($310 million after income taxes). In August 2011, the Corporation completed the sale of its interests in the Snorre Field (Hess 1%), offshore Norway and the Cook Field (Hess 28%) in the United Kingdom North Sea for cash proceeds of $131 million, after post-closing adjustments. These disposals resulted in non-taxable gains totaling $103 million.

Status of Libyan Operations

Marketing and Refining

The Corporation’s strategy for the M&R segment is to deliver strong operating performance and generate free cash flow. In January 2012, HOVENSA announced a decision to shut down its refinery in St. Croix, U.S. Virgin Islands and operate the complex as an oil storage terminal. Results from M&R activities amounted to losses of $584 million in 2011, losses of $231 million in 2010 and earnings of $127 million in 2009. Refining operations generated losses of $728 million in 2011, $445 million in 2010 and $87 million in 2009. Refining results include after-tax charges of $525 million in 2011 and $289 million in 2010 related to the Corporation’s investment in HOVENSA. Marketing earnings were $185 million in 2011, $215 million in 2010 and $168 million in 2009.

Liquidity and Capital and Exploratory Expenditures

Net cash provided by operating activities was $4,984 million in 2011, $4,530 million in 2010 and $3,046 million in 2009. At December 31, 2011, cash and cash equivalents totaled $351 million compared with $1,608 million at December 31, 2010, principally due to increased capital expenditures. Total debt was $6,057 million at December 31, 2011 and $5,583 million at December 31, 2010. The Corporation’s debt to capitalization ratio at December 31, 2011 was 24.6% compared with 24.9% at the end of 2010.

Capital and exploratory expenditures were as follows for the years ended December 31:


	2011		2010		2009
	(Millions of dollars)
Exploration and Production
United States	$	4,305	$	2,935	$	1,200
International		3,039		2,822		1,927

Total Exploration and Production		7,344		5,757		3,127
Marketing, Refining and Corporate		118		98		118

Total capital and exploratory expenditures	$	7,462	$	5,855	$	3,245

Exploration expenses charged to income included above:
United States	$	197	$	154	$	144
International		259		209		183

Total exploration expenses charged to income included above	$	456	$	363	$	327

The Corporation anticipates investing $6.8 billion in capital and exploratory expenditures in 2012, substantially all of which is targeted for E&P operations.

Consolidated Results of Operations

The after-tax income (loss) by major operating activity is summarized below for the years ended December 31:


	2011			2010			2009
	(Millions of dollars, except per share data)
Exploration and Production	$	2,675		$	2,736		$	1,042
Marketing and Refining		(584	)		(231	)		127
Corporate		(154	)		(159	)		(205	)
Interest expense		(234	)		(221	)		(224	)

Net income attributable to Hess Corporation	$	1,703		$	2,125		$	740

Net income per share — diluted	$	5.01		$	6.47		$	2.27

The following table summarizes, on an after-tax basis, items of income (expense) that are included in net income and affect comparability between periods. The items in the table below are explained on pages 27 through 30.


	2011			2010			2009
	(Millions of dollars)
Exploration and Production	$	244		$	732		$	45
Marketing and Refining		(525	)		(289	)		12
Corporate		—			(7	)		(60	)

	$	(281	)	$	436		$	(3	)

In the following discussion and elsewhere in this report, the financial effects of certain transactions are disclosed on an after-tax basis. Management reviews segment earnings on an after-tax basis and uses after-tax amounts in its review of variances in segment earnings. Management believes that after-tax amounts are a preferable method of explaining variances in earnings, since they show the entire effect of a transaction rather than only the pre-tax amount. After-tax amounts are determined by applying the income tax rate in each tax jurisdiction to pre-tax amounts.

Comparison of Results

Exploration and Production

Following is a summarized income statement of the Corporation’s E&P operations for the years ended December 31:


	2011		2010		2009
	(Millions of dollars)
Sales and other operating revenues*	$	10,047	$	8,744	$	6,835
Other, net		464		1,233		207

Total revenues and non operating income		10,511		9,977		7,042

Costs and expenses
Production expenses, including related taxes		2,352		1,924		1,805
Exploration expenses, including dry holes and lease impairment		1,195		865		829
General, administrative and other expenses		313		281		255
Depreciation, depletion and amortization		2,305		2,222		2,113
Asset impairments		358		532		54

Total costs and expenses		6,523		5,824		5,056

Results of operations before income taxes		3,988		4,153		1,986
Provision for income taxes		1,313		1,417		944

Results of operations attributable to Hess Corporation	$	2,675	$	2,736	$	1,042

*	Amounts differ from E&P operating revenues in Note 19, Segment Information in the notes to the Consolidated Financial Statements primarily due to the exclusion of sales of hydrocarbons purchased from third parties.

After considering the E&P items affecting comparability of earnings between periods in the table on page 27, the remaining changes in E&P earnings are primarily attributable to changes in selling prices, production and sales volumes, operating costs, exploration expenses, income taxes and foreign exchange, as discussed below.

Selling Prices: Higher average selling prices increased E&P revenues by approximately $2,400 million in 2011 compared with 2010. Higher average selling prices increased E&P revenues by approximately $1,775 million in 2010 compared with 2009.

The Corporation’s average selling prices were as follows for the years ended December 31:


	2011		2010		2009
Crude oil — per barrel (including hedging)
United States	$	98.56	$	75.02	$	60.67
Europe		80.18		58.11		47.02
Africa		88.46		65.02		48.91
Asia		111.71		79.23		63.01
Worldwide		89.99		66.20		51.62
Crude oil — per barrel (excluding hedging)
United States	$	98.56	$	75.02	$	60.67
Europe		80.18		58.11		47.02
Africa		110.28		78.31		60.79
Asia		111.71		79.23		63.01
Worldwide		95.60		71.40		56.74
Natural gas liquids — per barrel
United States	$	58.59	$	47.92	$	36.57
Europe		75.49		59.23		43.23
Asia		72.29		63.50		46.48
Worldwide		62.72		50.49		38.47


	2011		2010		2009
Natural gas — per mcf
United States	$	3.39	$	3.70	$	3.36
Europe		8.79		6.23		5.15
Asia and other		6.02		5.93		5.06
Worldwide		5.96		5.63		4.85

In October 2008, the Corporation closed Brent crude oil hedges covering 24,000 barrels per day from 2009 through 2012 by entering into offsetting contracts with the same counterparty. The deferred after-tax losses as of the date the hedge positions were closed are recorded in earnings as the contracts mature. Crude oil hedges reduced E&P earnings by $327 million ($517 million before income taxes) in 2011, $338 million ($533 million before income taxes) in 2010 and $337 million ($533 million before income taxes) in 2009. The remaining realized after-tax losses from the closed hedge positions will be approximately $325 million in 2012. The Corporation also entered into Brent crude oil hedges using fixed-price swap contracts to hedge 120,000 boepd of crude oil sales volumes for the full year of 2012 at an average price of $107.70 per barrel.

Production and Sales Volumes: The Corporation’s crude oil and natural gas production was 370,000 boepd in 2011 compared with 418,000 boepd in 2010 and 408,000 boepd in 2009. The principal reasons for the reduction are described below. Approximately 72% in 2011, 73% in 2010 and 72% in 2009 of the Corporation’s production was from crude oil and natural gas liquids. The Corporation currently estimates that its 2012 production will average between 370,000 and 390,000 boepd, excluding the impact of asset sales and any Libyan production.

The Corporation’s net daily worldwide production was as follows for the years ended December 31:


	2011		2010		2009
	(In thousands)
Crude oil — barrels per day
United States		81		75		60
Europe		89		88		83
Africa		66		113		120
Asia		13		13		16

Total		249		289		279

Natural gas liquids — barrels per day
United States		13		14		11
Europe		3		3		3
Asia		1		1		—

Total		17		18		14

Natural gas — mcf per day
United States		100		108		93
Europe		81		134		151
Asia and other		442		427		446

Total		623		669		690

Barrels of oil equivalent — per day*		370		418		408

United States: Crude oil production in the United States was higher in 2011 compared with 2010, primarily due to new wells in the Bakken oil shale play, partly offset by lower production due to a shut-in well at the Llano Field. Natural gas production was lower in 2011 compared with 2010, primarily due to this shut-in well at the Llano Field. Crude oil and natural gas production was higher in 2010 compared with 2009, primarily due to new production from the Shenzi, Llano, Conger and Bakken fields.

Europe: Crude oil production was comparable in 2011 and 2010, as higher production from Russia was largely offset by lower production from the Corporation’s United Kingdom North Sea assets. Crude oil production was higher in 2010 compared with 2009, due to higher production in Russia and in Norway following the acquisition of additional interests in the Valhall and Hod fields in 2010. Natural gas production was lower in 2011 compared with 2010, primarily due to the sale in February 2011 of certain natural gas producing assets in the United Kingdom North Sea. Natural gas production was lower in 2010 compared with 2009, primarily due to downtime at certain United Kingdom gas fields.

Africa: Crude oil production decreased in 2011 compared with 2010 due to the suspension of production in Libya following civil unrest, the exchange in September 2010 of the Corporation’s interests in Gabon for increased interests in Norway, lower production entitlement in Equatorial Guinea and Algeria as a result of higher selling prices, and natural decline in Equatorial Guinea. Crude oil production decreased in 2010 compared with 2009 following the exchange of Gabon for additional interests in the Valhall and Hod fields in Norway and lower entitlement to Algerian production.

Asia and other: Natural gas production in 2011 was higher than 2010, primarily due to higher total nominations at the Joint Development Area of Malaysia and Thailand (JDA) and the adjacent Block PM301 in Malaysia and first production from the Gajah Baru Complex at the Natuna A Field in Indonesia, which commenced production in the fourth quarter of 2011. Natural gas production in 2010 was lower than in 2009, primarily due to downtime at the Pangkah Field in Indonesia and a temporary shut-in at the Bumi Field in the JDA.

Sales Volumes: Lower sales volumes and other operating revenues decreased revenue by approximately $1,100 million in 2011 compared with 2010 and higher sales volumes and other operating revenues increased revenue by $135 million in 2010 compared with 2009.

Operating Costs and Depreciation, Depletion and Amortization: Cash operating costs, consisting of production expenses and general and administrative expenses, increased by $460 million in 2011 compared with 2010 and increased by $145 million in 2010 compared with 2009. The increase in 2011 was primarily due to higher production taxes as a result of higher selling prices, together with higher operating and maintenance expenses, mainly in Norway and in the Bakken oil shale play. The increase in costs in 2010 compared to 2009 was primarily due to higher production taxes as a result of higher selling prices.

Depreciation, depletion and amortization charges increased by $83 million in 2011 and $109 million in 2010, compared with the corresponding amounts in prior years. The increases in both 2011 and 2010 were primarily due to higher per barrel costs, reflecting higher finding and development costs. In addition, the higher total per barrel costs in 2011 resulted from a greater proportion of production volumes from the Bakken.

Excluding items affecting comparability between periods, cash operating costs per barrel of oil equivalent were $19.71 in 2011, $14.45 in 2010 and $13.70 in 2009. Depreciation, depletion and amortization costs per barrel of oil equivalent were $17.06 in 2011, $14.56 in 2010 and $14.19 in 2009. For 2012, cash operating costs are estimated to be in the range of $20.00 to $21.00 per barrel and depreciation, depletion and amortization costs are estimated to be in the range of $20.50 to $21.50 per barrel, resulting in total unit costs in the range of $40.50 to $42.50 per barrel of oil equivalent, excluding Libyan operations.

Exploration Expenses: Exploration expenses increased in 2011 compared to 2010, mainly due to higher dry hole expenses. Dry hole expenses included amounts relating to two exploration wells on the Semai V Block, offshore Indonesia and a well in the North Red Sea Block 1, offshore Egypt. Exploration expenses also increased in 2010 from 2009, primarily due to higher lease amortization.

Income Taxes: Excluding the impact of items affecting comparability, the effective income tax rates for E&P operations were 38% in 2011, 44% in 2010 and 48% in 2009. The decrease in the effective income tax rate in 2011 compared with 2010 was predominantly due to the suspension of Libyan operations. The effective income tax rate for E&P operations in 2012 is estimated to be in the range of 36% to 40%, excluding Libyan operations.

Foreign Exchange: The after-tax foreign currency losses were $16 million in 2011, $9 million in 2010 and $10 million in 2009.

Items Affecting Comparability of Earnings: Reported E&P earnings include the following items affecting comparability of income (expense) before and after income taxes for the years ended December 31:


	Before Income Taxes									After Income Taxes
	2011			2010			2009			2011			2010			2009
	(Millions of dollars)
Gains on asset sales	$	446		$	1,208		$	—		$	413		$	1,130		$	—
Royalty dispute resolution		—			—			143			—			—			89
Asset impairments		(358	)		(532	)		(54	)		(140	)		(334	)		(26	)
Dry hole expense		—			(101	)		—			—			(64	)		—
Reductions in carrying values of assets		—			—			(23	)		—			—			(18	)
Income tax adjustment		—			—			—			(29	)		—			—

	$	88		$	575		$	66		$	244		$	732		$	45

2011: In February 2011, the Corporation completed the sale of its interests in the Easington Catchment Area (Hess 30%), the Bacton Area (Hess 23%), the Everest Field (Hess 19%) and the Lomond Field (Hess 17%) in the United Kingdom North Sea for cash proceeds of $359 million, after post-closing adjustments. These disposals resulted in pre-tax gains totaling $343 million ($310 million after income taxes). These assets had a productive capacity of approximately 15,000 boepd. The total combined net book value of the disposed assets prior to the sale was $16 million, including allocated goodwill of $14 million. In August 2011, the Corporation completed the sale of its interests in the Snorre Field (Hess 1%), offshore Norway and the Cook Field (Hess 28%) in the United Kingdom North Sea for cash proceeds of $131 million, after post-closing adjustments. These disposals resulted in non-taxable gains totaling $103 million. The total combined net book value of the disposed assets prior to the sale was $28 million, including allocated goodwill of $11 million.

In the third quarter of 2011, the Corporation recorded impairment charges of $358 million ($140 million after income taxes) related to increases in the Corporation’s estimated abandonment liabilities primarily for non-producing properties which resulted in the book value of the properties exceeding their fair value. See Note 9, Asset Retirement Obligations in the notes to the Consolidated Financial Statements.

In July 2011, the United Kingdom increased the supplementary tax rate on petroleum operations to 32% from 20% with an effective date of March 24, 2011. As a result, the Corporation recorded a charge of $29 million to increase the deferred tax liability in the United Kingdom.

2010: The Corporation completed the exchange of its interests in Gabon and the Clair Field in the United Kingdom for additional interests of 28% and 25%, respectively, in the Valhall and Hod fields in Norway. This non-monetary transaction, which was recorded at fair value, resulted in a pre-tax gain of $1,150 million ($1,072 million after income taxes). The Corporation also completed the sale of its interest in the Jambi Merang natural gas development project in Indonesia for a gain of $58 million.

The Corporation recorded a charge of $532 million ($334 million after income taxes) to fully impair the carrying value of its 55% interest in the West Mediterranean Block 1 concession (West Med Block), located offshore Egypt. This interest was acquired in 2006 and included four natural gas discoveries and additional exploration prospects. The Corporation and its partners subsequently explored and further evaluated the area, made a fifth discovery, conducted development planning, and held negotiations with the Egyptian authorities to amend the existing gas sales agreement. In September 2010, the Corporation and its partners notified the Egyptian authorities of their decision to cease exploration activities and to relinquish a significant portion of the block. As a result, the Corporation fully impaired the carrying value of its interest in the West Med Block. The West Med Block was relinquished in 2011. The Corporation also recorded $101 million ($64 million after income taxes) of dry hole expenses related to previously suspended well costs on the West Med Block offshore Egypt and Block BM-S-22 offshore Brazil, both of which were drilled prior to 2010.

2009: The U.S. Supreme Court decided it would not review the decision of the 5th Circuit Court of Appeals against the U.S. Minerals Management Service (predecessor to the Bureau of Ocean Energy Management, Regulation and Enforcement) relating to royalty relief under the Deep Water Royalty Relief Act of 1995. As a result, the Corporation recognized after-tax income of $89 million to reverse all previously recorded royalties covering the periods from 2003 to 2009. The pre-tax amount of $143 million was reported in Other, net in the Statement of Consolidated Income.

The Corporation recorded total asset impairment charges of $54 million ($26 million after income taxes) to reduce the carrying value of two-short lived fields in the United Kingdom North Sea. Pre-tax charges of approximately $23 million ($18 million after income taxes) were recorded to impair the carrying values of production equipment and to write down materials inventories in Equatorial Guinea and the United States. The pre-tax amount of most of the inventory write downs was reported in Production expenses in the Statement of Consolidated Income.

The Corporation’s future E&P earnings may be impacted by external factors, such as volatility in the selling prices of crude oil and natural gas, reserve and production changes, exploration expenses, industry cost inflation, changes in foreign exchange rates and income tax rates, the effects of weather, political risk, environmental risk and catastrophic risk. In addition, as a result of the oil spill in 2010 at the BP p.l.c. operated Macondo prospect in the Gulf of Mexico, there have been and there may be further changes in laws and regulations that could impact the Corporation’s future drilling operations and increase its potential liability in the event of an oil spill. For a more comprehensive description of the risks that may affect the Corporation’s E&P business, see Item 1A. Risk Factors Related to Our Business and Operations.

Marketing and Refining

Results from M&R activities were losses of $584 million in 2011, losses of $231 million in 2010 and earnings of $127 million in 2009. Excluding the items affecting comparability reflected in the table on page 23 and discussed below, results were losses of $59 million in 2011 and earnings of $58 million in 2010 and $115 million in 2009.

Refining: Refining results consist of the Corporation’s share of HOVENSA’s losses, together with the results of Port Reading and other miscellaneous operating activities. Refining losses were $728 million in 2011 (including $525 million of after-tax losses related to the impairment recorded by HOVENSA and other charges due to the decision to shut down the refinery in St. Croix), $445 million in 2010 (including a $289 million after-tax charge to reduce the carrying value of the Corporation’s equity investment in HOVENSA) and $87 million in 2009 (including a benefit of $12 million due to an income tax adjustment).

In 2011, HOVENSA experienced continued substantial operating losses due to global economic conditions and competitive disadvantages versus other refiners, despite efforts to improve operating performance by reducing refining capacity to 350,000 from 500,000 barrels per day in the first half of the year. Operating losses were also projected to continue. In January 2012, HOVENSA announced a decision to shut down its refinery and operate the complex as an oil storage terminal. As a result of these developments, HOVENSA prepared an impairment analysis as of December 31, 2011, which concluded that undiscounted future cash flows would not recover the carrying value of its long-lived assets, and recorded an impairment charge and other charges related to the decision to shut down the refinery. For 2011, the Corporation recorded a total of $1,073 million of losses from its equity investment in HOVENSA. These pre-tax losses included $875 million ($525 million after income taxes) due to the impairment recorded by HOVENSA and other charges associated with its decision to shut down the refinery. The Corporation’s share of the impairment related losses recorded by HOVENSA represents an amount equivalent to the Corporation’s financial support to HOVENSA at December 31, 2011, its planned future funding commitments for costs related to the refinery shutdown, and a charge of $135 million for the write-off of related assets held by the subsidiary which owns the Corporation’s investment in HOVENSA. At December 31, 2011, the Corporation has a liability of $487 million for its planned funding commitments, which is expected to be incurred in 2012. A deferred income tax benefit of $350 million, consisting primarily of U.S. income taxes, has been recorded on the Corporation’s share of HOVENSA’s impairment and refinery shutdown related charges.

In December 2010, the Corporation recorded an impairment charge of $300 million before income taxes ($289 million after income taxes) to reduce the carrying value of its equity investment in HOVENSA, which was recorded in Income (loss) from equity investment in HOVENSA L.L.C., on the Statement of Consolidated Income. The investment had been adversely affected by consecutive annual operating losses resulting from continued weak refining margins and refinery utilization, and a fourth quarter 2010 debt rating downgrade. As a result of a strategic assessment in 2010, HOVENSA decided to lower its crude oil refining capacity to 350,000 from 500,000 barrels per day in 2011. The Corporation performed an impairment analysis and concluded that its investment had experienced an other than temporary decline in value. For discussion of the impairment charge, see Note 5, HOVENSA L.L.C. Joint Venture in the notes to the Consolidated Financial Statements.

Excluding items affecting comparability discussed above, the Corporation’s share of HOVENSA’s results was a loss of $198 million in 2011, $137 million in 2010 ($222 million before income taxes) and $141 million ($230 million before income taxes) in 2009. U.S. Virgin Island income taxes have not been recorded on the Corporation’s share of HOVENSA’s 2011 results due to cumulative operating losses. These results reflect lower refining margins, higher fuel costs and lower sales volumes. During 2010, the fluid catalytic cracking unit at HOVENSA was shut down for a scheduled turnaround. The Corporation’s share of HOVENSA’s turnaround expenses was approximately $20 million after income taxes.

Other after-tax refining results, principally from Port Reading operations, were a loss of $5 million in 2011, a loss of $19 million in 2010 and income of $42 million in 2009. During 2010, the Port Reading refining facility was shut down for 41 days for a scheduled turnaround. The after-tax expenses for the Port Reading turnaround were approximately $30 million. The turnaround expenses are included in Other operating expenses in the Statement of Consolidated Income.

The following table summarizes refinery utilization rates for the years ended December 31:


	Refinery Capacity	Refinery Utilization
	(Thousands of barrels per day)	2011			2010			2009
HOVENSA
Crude	350*		81.1	%		78.0	%		80.3	%
Fluid catalytic cracker	150		71.7	%		66.5	%		70.2	%
Coker	58		77.4	%		78.3	%		81.6	%
Port Reading	70		90.0	%		78.1	%		90.2	%

*	HOVENSA’s crude oil refining capacity was reduced to 350,000 from 500,000 barrels per day in the first half of 2011.

Marketing: Marketing operations, which consist principally of retail gasoline and energy marketing activities, generated income of $185 million in 2011, $215 million in 2010 and $168 million in 2009. The decrease in earnings in 2011 compared with 2010 was due to lower sales volumes and lower margins. The increase in earnings in 2010 compared with 2009 reflected improved margins from the weak economic environment in 2009.

The table below summarizes marketing sales volumes for the years ended December 31:


	2011		2010		2009
Refined petroleum product sales (thousands of barrels per day)		430		471		473
Natural gas (thousands of mcf per day)		2,167		2,016		2,010
Electricity (megawatts round the clock)		4,374		4,140		4,306

The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and energy derivatives. The Corporation also takes trading positions for its own account. The Corporation’s after-tax results from trading activities, including its share of the results of the trading partnership, amounted to a loss of $41 million in 2011, a loss of $1 million in 2010 and earnings of $46 million in 2009.

Marketing expenses increased in 2011 compared with 2010 reflecting higher retail credit card fees, maintenance, environmental and employee related expenses. Marketing expenses increased in 2010 compared with 2009, principally reflecting changes in retail credit card fees.

The Corporation’s future M&R earnings may be impacted by supply and demand factors, volatility in margins, credit risks, the effects of weather, competitive industry conditions, political risk, environmental risk and catastrophic risk. For a more comprehensive description of the risks that may affect the Corporation’s M&R business, see Item 1A. Risk Factors Related to Our Business and Operations.

Corporate

The following table summarizes corporate expenses for the years ended December 31:


	2011			2010			2009
	(Millions of dollars)
Corporate expenses (excluding items affecting comparability)	$	260		$	256		$	227
Income taxes (benefits)		(106	)		(104	)		(82	)

Net corporate expenses		154			152			145
Items affecting comparability between periods, after-tax		—			7			60

Total corporate expenses, after-tax	$	154		$	159		$	205

Excluding items affecting comparability between periods, net corporate expenses were comparable in 2011 and 2010. The increase in net corporate expenses in 2010 compared with 2009 primarily reflects higher employee and insurance costs and bank facility fees. After-tax corporate expenses in 2012 are estimated to be in the range of $160 million to $170 million.

In 2010, the Corporation recorded a pre-tax charge of $11 million ($7 million after income taxes) related to the repurchase of the remaining $116 million of fixed-rate public notes that were scheduled to mature in 2011. In 2009, the Corporation recorded pre-tax charges of $54 million ($34 million after income taxes) related to the repurchase of $546 million in fixed-rate public notes that were scheduled to mature in 2011 and $42 million ($26 million after income taxes) relating to retirement benefits and employee severance costs. The pre-tax charges in connection with the debt repurchases were recorded in Other, net, and the pre-tax amounts of the retirement benefits and severance costs were recorded in General and administrative expenses in the Statement of Consolidated Income.

Interest

Interest expense was as follows for the years ended December 31:


	2011			2010			2009
	(Millions of dollars)
Total interest incurred	$	396		$	366		$	366
Capitalized interest		(13	)		(5	)		(6	)

Interest expense before income taxes		383			361			360
Income taxes (benefits)		(149	)		(140	)		(136	)

After-tax interest expense	$	234		$	221		$	224

The increase in interest expense in 2011 compared to 2010 primarily reflects higher average borrowings following the issuance of $1.25 billion of 30-year fixed-rate public notes in August 2010. Capitalized interest increased in 2011 due to the sanctioning of the Tubular Bells project. Interest expense was comparable in 2010 and 2009. After-tax interest expense in 2012 is expected to be in the range of $245 million to $255 million.

Consolidated Sales and Cost of Products Sold

Sales and other operating revenues totaled $38,466 million in 2011, $33,862 million in 2010 and $29,614 million in 2009. The increase in Sales and other operating revenues of 14% year-on-year from 2009 to 2011 is primarily due to higher crude oil and refined petroleum product selling prices, partially offset by lower crude oil and refined petroleum product sales volumes.

The increase in Cost of products sold each year principally reflects higher prices for purchased refined petroleum products.

Liquidity and Capital Resources

The following table sets forth certain relevant measures of the Corporation’s liquidity and capital resources at December 31:


	2011			2010
	(Millions of dollars)
Cash and cash equivalents	$	351		$	1,608
Short-term debt and current maturities of long-term debt	$	52		$	46
Total debt	$	6,057		$	5,583
Total equity	$	18,592		$	16,809
Debt to capitalization ratio*		24.6	%		24.9	%

*	Total debt as a percentage of the sum of total debt plus equity.

Cash Flows

The following table sets forth a summary of the Corporation’s cash flows for the years ended December 31:


	2011			2010			2009
	(Millions of dollars)
Net cash provided by (used in):
Operating activities	$	4,984		$	4,530		$	3,046
Investing activities		(6,566	)		(5,259	)		(2,924	)
Financing activities		325			975			332

Net increase (decrease) in cash and cash equivalents	$	(1,257	)	$	246		$	454

Operating Activities: Net cash provided by operating activities amounted to $4,984 million in 2011 compared with $4,530 million in 2010, reflecting higher operating earnings partially offset by a period over period increase in the use of cash from changes in operating assets and liabilities of $412 million. Operating cash flow increased to $4,530 million in 2010 from $3,046 million in 2009 principally reflecting higher earnings.

Investing Activities: The following table summarizes the Corporation’s capital expenditures for the years ended December 31:


	2011		2010		2009
	(Millions of dollars)
Exploration and Production
Exploration	$	869	$	552	$	611
Production and development		4,673		2,592		1,927
Acquisitions (including leaseholds)		1,346		2,250		262

		6,888		5,394		2,800
Marketing, Refining and Corporate		118		98		118

Total	$	7,006	$	5,492	$	2,918

Capital expenditures in 2011 included acquisitions of approximately $800 million for 185,000 net acres in the Utica Shale play in eastern Ohio, $214 million for interests in two blocks in the Kurdistan Region of Iraq and $116 million for an additional 4% interest in the South Arne Field in Denmark. Capital expenditures in 2010 included acquisitions of 167,000 net acres in the Bakken oil shale play in North Dakota from TRZ Energy, LLC for $1,075 million in cash and additional interests of 8% and 13% in the Valhall and Hod fields, respectively, for $507 million in cash. Capital expenditures in 2009 included acquisitions of $188 million for unproved leaseholds and $74 million for a 50% interest in blocks PM301 and PM302 in Malaysia, which are adjacent to Block A-18 of the JDA. In addition, proceeds from asset sales were $490 million in 2011 and $183 million in 2010.

Financing Activities: During 2011, net proceeds from borrowings on available credit facilities were $422 million. During 2010, net proceeds from borrowings were $1,098 million, including the August 2010 issuance of $1,250 million of 30-year fixed-rate public notes with a coupon of 5.6% scheduled to mature in 2041. The proceeds were used to purchase additional acreage in the Bakken and additional interests in the Valhall and Hod fields. In January 2010, the Corporation completed the repurchase of the remaining $116 million of fixed-rate public notes that were scheduled to mature in 2011.

Total common stock dividends paid were $136 million in 2011 and $131 million in 2010 and 2009. The Corporation received net proceeds from the exercise of stock options, including related income tax benefits of $88 million, $54 million and $18 million in 2011, 2010 and 2009, respectively.

Future Capital Requirements and Resources

The Corporation anticipates investing a total of approximately $6.8 billion in capital and exploratory expenditures during 2012, substantially all of which is targeted for E&P operations. The Corporation expects to fund its 2012 operations, including capital expenditures, its share of HOVENSA financial support totaling $487 million, dividends, pension contributions and required debt repayments, with existing cash on-hand, cash flows from operations including the effect of hedging, proceeds from asset sales and its available credit facilities. Crude oil and natural gas prices are volatile and difficult to predict. In addition, unplanned increases in the Corporation’s capital expenditure program could occur. If conditions were to change, such as a significant decrease in commodity prices or an unexpected increase in capital expenditures, the Corporation would take steps to protect its financial flexibility and may pursue other sources of liquidity, including the issuance of debt securities, the issuance of equity securities, and/or asset sales.

The table below summarizes the capacity, usage, and available capacity of the Corporation’s borrowing and letter of credit facilities at December 31, 2011:


	Expiration Date	Capacity		Borrowings		Letters of Credit Issued		Total Used		Available Capacity
		(Millions of dollars)
Revolving credit facility	April 2016	$	4,000	$	—	$	173	$	173	$	3,827
Asset-backed credit facility	July 2012 (a)		525		350		—		350		175
Committed lines	Various (b)		2,675		—		1,063		1,063		1,612
Uncommitted lines	Various (b)		562		100		462		562		—

Total		$	7,762	$	450	$	1,698	$	2,148	$	5,614

(a)

Total capacity of $1 billion subject to the amount of eligible receivables posted as collateral.

(b)

Committed and uncommitted lines have expiration dates through 2014.

In April 2011, the Corporation entered into a new $4 billion syndicated revolving credit facility that matures in April 2016. This facility, which replaced a $3 billion facility that was scheduled to mature in May 2012, can be used for borrowings and letters of credit. Borrowings on the facility bear interest at 1.25% above the London Interbank Offered Rate. A facility fee of 0.25% per annum is also payable on the amount of the facility. The interest rate and facility fee are subject to adjustment if the Corporation’s credit rating changes. The covenants that establish restrictions on the amount of total borrowings and secured debt are consistent with the previous facility.

The Corporation has a 364-day asset-backed credit facility securitized by certain accounts receivable from its Marketing and Refining operations. Under the terms of this financing arrangement, the Corporation has the ability to borrow or issue letters of credit of up to $1 billion subject to the availability of sufficient levels of eligible receivables. At December 31, 2011, outstanding borrowings under this facility of $350 million were collateralized by a total of $947 million of accounts receivable, which are held by a wholly-owned subsidiary. These receivables are only available to pay the general obligations of the Corporation after satisfaction of the outstanding obligations under the asset-backed facility.

The Corporation also has a shelf registration statement filed with the SEC under which it may issue additional debt securities, warrants, common stock or preferred stock. Promptly after filing this report, as a result

of the Corporation’s existing shelf registration expiring on February 26, 2012, the Corporation anticipates filing a new shelf registration statement under the Securities Act of 1933, as amended, under which it may issue, among other things, additional debt securities, warrants, common stock or preferred stock.

The Corporation’s long-term debt agreements contain a financial covenant that restricts the amount of total borrowings and secured debt. At December 31, 2011, the Corporation is permitted to borrow up to an additional $24.9 billion for the construction or acquisition of assets. The Corporation has the ability to borrow up to an additional $4.5 billion of secured debt at December 31, 2011.

The Corporation’s $1.7 billion in letters of credit outstanding at December 31, 2011 were primarily issued to satisfy margin requirements. See also Note 17, Risk Management and Trading Activities in the notes to the Consolidated Financial Statements.

Credit Ratings

There are three major credit rating agencies that rate the Corporation’s debt. All three agencies have currently assigned an investment grade rating with a stable outlook to the Corporation’s debt. The interest rates and facility fees charged on some of the Corporation’s credit facilities, as well as margin requirements from risk management and trading counterparties, are subject to adjustment if the Corporation’s credit rating changes.

Contractual Obligations and Contingencies

Following is a table showing aggregated information about certain contractual obligations at December 31, 2011:


			Payments Due by Period
	Total		2012		2013 and 2014		2015 and 2016		Thereafter
	(Millions of dollars)
Total debt*	$	6,057	$	52	$	386	$	459	$	5,160
Operating leases		3,210		531		1,195		320		1,164
Purchase obligations
Supply commitments		8,131		7,187		782		149		13
Capital expenditures and other investments		3,045		1,640		873		257		275
Operating expenses		3,039		1,637		829		204		369
Other long-term liabilities		3,327		290		556		463		2,018

*	At December 31, 2011, the Corporation’s debt bears interest at a weighted average rate of 6.8%.

Supply commitments include term purchase agreements at market prices for a portion of the gasoline necessary to supply the Corporation’s retail marketing system and feedstocks for the Port Reading refining facility. In addition, the Corporation has commitments to purchase refined petroleum products, natural gas and electricity to supply contracted customers in its energy marketing business. These commitments were computed based predominately on year-end market prices.

The table also reflects future capital expenditures, including the portion of the Corporation’s planned $6.8 billion capital investment program for 2012 that was contractually committed at December 31, 2011. Obligations for operating expenses include commitments for transportation, seismic purchases, oil and gas production expenses and other normal business expenses. Other long-term liabilities reflect contractually committed obligations in the Consolidated Balance Sheet at December 31, 2011, including asset retirement obligations, pension plan liabilities and estimates for uncertain income tax positions.

During 2011, the Corporation entered into a lease agreement for a floating production system and related support activities for the Tubular Bells Field. Payments under this five year contract, which total approximately $420 million and are expected to commence by mid-2014, are included in Capital expenditures and other investments in the contractual obligations table above. The Corporation also has a tolling agreement with Bayonne Energy Center, LLC (BEC) (Hess 50%), a joint venture formed to generate electricity for sale into the

New York City market. Under the tolling arrangement, the Corporation will pay its share of a predetermined monthly amount to BEC following the start up of plant operations, which is expected in mid-2012. Estimated payments through 2027, which total approximately $415 million, are included in Operating expenses in the contractual obligations table.

The Corporation and certain of its subsidiaries lease gasoline stations, drilling rigs, tankers, office space and other assets for varying periods under leases accounted for as operating leases.

The Corporation has a contingent purchase obligation to acquire the remaining interest in WilcoHess, a retail gasoline station joint venture. This contingent obligation, which expires in April 2014, was approximately $205 million at December 31, 2011.

The Corporation is contingently liable under letters of credit and under guarantees of the debt of other entities directly related to its business at December 31, 2011 as shown below (in millions of dollars):


Letters of credit	$	67
Guarantees		15

	$	82

Off-balance Sheet Arrangements

The Corporation has leveraged leases not included in its Consolidated Balance Sheet, primarily related to retail gasoline stations that the Corporation operates. The net present value of these leases is $388 million at December 31, 2011 compared with $394 million at December 31, 2010. If these leases were included as debt, the Corporation’s December 31, 2011 debt to capitalization ratio would increase to 25.7% from 24.6%.

See also Note 18, Guarantees and Contingencies in the notes to the Consolidated Financial Statements.

Foreign Operations

The Corporation conducts exploration and production activities outside the United States, principally in Algeria, Australia, Azerbaijan, Brazil, Brunei, China, Denmark, Egypt, Equatorial Guinea, France, Ghana, Indonesia, the Kurdistan region of Iraq, Libya, Malaysia, Norway, Peru, Russia, Thailand and the United Kingdom. Therefore, the Corporation is subject to the risks associated with foreign operations, including political risk, tax law changes and currency risk.

See also Item 1A. Risk Factors Related to Our Business and Operations.

Accounting Policies

Critical Accounting Policies and Estimates

Accounting policies and estimates affect the recognition of assets and liabilities in the Corporation’s Consolidated Balance Sheet and revenues and expenses in the Statement of Consolidated Income. The accounting methods used can affect net income, equity and various financial statement ratios. However, the Corporation’s accounting policies generally do not change cash flows or liquidity.

Accounting for Exploration and Development Costs: Exploration and production activities are accounted for using the successful efforts method. Costs of acquiring unproved and proved oil and gas leasehold acreage, including lease bonuses, brokers’ fees and other related costs, are capitalized. Annual lease rentals, exploration expenses and exploratory dry hole costs are expensed as incurred. Costs of drilling and equipping productive wells, including development dry holes, and related production facilities are capitalized. In production operations, costs of injected CO₂ for tertiary recovery are expensed as incurred.

(2) sufficient progress is being made in assessing the reserves and the economic and operational viability of the project. If either of those criteria is not met, or if there is substantial doubt about the economic or operational viability of the project, the capitalized well costs are charged to expense. Indicators of sufficient progress in assessing reserves and the economic and operating viability of a project include: commitment of project personnel, active negotiations for sales contracts with customers, negotiations with governments, operators and contractors and firm plans for additional drilling and other factors.

Crude Oil and Natural Gas Reserves: The SEC revised its oil and gas reserve estimation and disclosure requirements effective for year-end 2009 reporting. In addition, the Financial Accounting Standards Board (FASB) revised its accounting standard on oil and gas reserve estimation and disclosures. The determination of estimated proved reserves is a significant element in arriving at the results of operations of exploration and production activities. The estimates of proved reserves affect well capitalizations, the unit of production depreciation rates of proved properties and wells and equipment, as well as impairment testing of oil and gas assets and goodwill.

For reserves to be booked as proved they must be determined with reasonable certainty to be economically producible from known reservoirs under existing economic conditions, operating methods and government regulations. In addition, government and project operator approvals must be obtained and, depending on the amount of the project cost, senior management or the board of directors must commit to fund the project. The Corporation maintains its own internal reserve estimates that are calculated by technical staff that work directly with the oil and gas properties. The Corporation’s technical staff updates reserve estimates throughout the year based on evaluations of new wells, performance reviews, new technical data and other studies. To provide consistency throughout the Corporation, standard reserve estimation guidelines, definitions, reporting reviews and approval practices are used. The internal reserve estimates are subject to internal technical audits and senior management review. The Corporation also engages an independent third party consulting firm to audit approximately 80% of the Corporation’s total proved reserves.

Impairment of Long-lived Assets and Goodwill: As explained below, there are significant differences in the way long-lived assets and goodwill are evaluated and measured for impairment testing. The Corporation reviews long-lived assets, including oil and gas fields, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recovered. Long-lived assets are tested based on identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. If the carrying amounts of the long-lived assets are not expected to be recovered by undiscounted future net cash flow estimates, the assets are impaired and an impairment loss is recorded. The amount of impairment is based on the estimated fair value of the assets generally determined by discounting anticipated future net cash flows.

In the case of oil and gas fields, the present value of future net cash flows is based on management’s best estimate of future prices, which is determined with reference to recent historical prices and published forward prices, applied to projected production volumes and discounted at a risk-adjusted rate. The projected production volumes represent reserves, including probable reserves, expected to be produced based on a stipulated amount of capital expenditures.

The production volumes, prices and timing of production are consistent with internal projections and other externally reported information. Oil and gas prices used for determining asset impairments will generally differ from those used in the standardized measure of discounted future net cash flows, since the standardized measure requires the use of historical twelve month average prices.

The Corporation’s impairment tests of long-lived E&P producing assets are based on its best estimates of future production volumes (including recovery factors), selling prices, operating and capital costs, the timing of future production and other factors, which are updated each time an impairment test is performed. The Corporation could have impairments if the projected production volumes from oil and gas fields decrease, crude oil and natural gas selling prices decline significantly for an extended period or future estimated capital and operating costs increase significantly.

The Corporation’s goodwill is tested for impairment annually in the fourth quarter or when events or circumstances indicate that the carrying amount of the goodwill may not be recoverable. The goodwill test is conducted at a reporting unit level, which is defined in accounting standards as an operating segment or one level

below an operating segment. The reporting unit or units to be used in an evaluation and measurement of goodwill for impairment testing are determined from a number of factors, including the manner in which the business is managed. The Corporation has concluded that the E&P segment is the reporting unit for the purposes of testing goodwill for impairment, since the E&P segment is managed globally by one segment manager who allocates financial and technical resources globally and reviews operating results at the segment level. Accordingly, the Corporation expects that the benefits of goodwill will be recovered through the operations of that segment.

If any of the E&P segment components, such as our financial reporting regions (United States, Europe, Africa and Asia) were considered to be reporting units, an analysis would be performed to determine if these components were economically similar as defined in the accounting standard for goodwill (ASC 350-20-35). If components are economically similar, that guidance requires that those components be aggregated and deemed a single reporting unit.

While the Corporation believes that the E&P segment is the reporting unit because of the manner in which the business is managed, it also evaluated the required aggregation criteria specified in the accounting standard for segment reporting (ASC 280-10-50-11) and determined that its components are economically similar for the following reasons:

•

The Corporation operates its exploration and production segment as a single, global business.

•

Each component produces oil and gas.

•

The exploration and production processes are similar in each component.

•

The methods used by each component to market and distribute oil and gas are similar.

•

Customers of each component are similar.

•

The components share technical resources and support services.

If the Corporation reorganized its exploration and production business such that there was more than one reporting unit, goodwill may be assigned to two or more reporting units.

The Corporation’s fair value estimate of the E&P segment is the sum of: (1) the discounted anticipated cash flows of producing assets and known developments, (2) the estimated risk adjusted present value of exploration assets, and (3) an estimated market premium to reflect the market price an acquirer would pay for potential synergies including cost savings, access to new business opportunities, enterprise control, improved processes and increased market share. The Corporation also considers the relative market valuation of similar E&P companies.

The determination of the fair value of the E&P segment depends on estimates about oil and gas reserves, future prices, timing of future net cash flows and market premiums. Significant extended declines in crude oil and natural gas prices or reduced reserve estimates could lead to a decrease in the fair value of the E&P segment that could result in an impairment of goodwill.

As there are significant differences in the way long-lived assets and goodwill are evaluated and measured for impairment testing, there may be impairments of individual assets that would not cause an impairment of the goodwill assigned to the E&P segment.

Impairment of Equity Investees: The Corporation reviews equity method investments for impairment whenever events or changes in circumstances indicate that an other than temporary decline in value may have occurred. The fair value measurement used in the impairment assessment is based on quoted market prices, where available, or other valuation techniques, including discounted cash flows. Differences between the carrying value of the Corporation’s equity investments and its equity in the net assets of the affiliate that result from impairment charges are amortized over the remaining useful life of the affiliate’s fixed assets.

Income Taxes: Judgments are required in the determination and recognition of income tax assets and liabilities in the financial statements. These judgments include the requirement to only recognize the financial statement effect of a tax position when management believes that it is more likely than not, that based on the technical merits, the position will be sustained upon examination.

The Corporation has net operating loss carryforwards or credit carryforwards in several jurisdictions, including the United States, and has recorded deferred tax assets for those losses and credits. Additionally, the Corporation has deferred tax assets due to temporary differences between the book basis and tax basis of certain

assets and liabilities. Regular assessments are made as to the likelihood of those deferred tax assets being realized. If it is more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is recorded to reduce the deferred tax assets to the amount that is expected to be realized. In evaluating realizability of deferred tax assets, the Corporation refers to the reversal periods for available carryforward periods for net operating losses and credit carryforwards, temporary differences, the availability of tax planning strategies, the existence of appreciated assets and estimates of future taxable income and other factors. Estimates of future taxable income are based on assumptions of oil and gas reserves and selling prices that are consistent with the Corporation’s internal business forecasts. Additionally, the Corporation has income taxes which have been deferred on intercompany transactions eliminated in consolidation related to transfers of property, plant and equipment remaining within the consolidated group. The amortization of these income taxes deferred on intercompany transactions will occur ratably with the recovery through depletion and depreciation of the carrying value of these assets. The Corporation does not provide for deferred U.S. income taxes for that portion of undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations.

Fair Value Measurements: The Corporation’s derivative instruments and supplemental pension plan investments are recorded at fair value, with changes in fair value recognized in earnings or other comprehensive income each period as appropriate. The Corporation uses various valuation approaches in determining fair value, including the market and income approaches. The Corporation’s fair value measurements also include non-performance risk and time value of money considerations. Counterparty credit is considered for receivable balances, and the Corporation’s credit is considered for accrued liabilities.

The Corporation also records certain nonfinancial assets and liabilities at fair value when required by generally accepted accounting principles. These fair value measurements are recorded in connection with business combinations, the initial recognition of asset retirement obligations and any impairment of long-lived assets, equity method investments or goodwill.

The Corporation determines fair value in accordance with the FASB fair value measurements accounting standard which established a hierarchy for the inputs used to measure fair value based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using related market data (Level 3). Multiple inputs may be used to measure fair value, however, the level of fair value is based on the lowest significant input level within this fair value hierarchy.

Details on the methods and assumptions used to determine the fair values are as follows:

Fair value measurements based on Level 1 inputs: Measurements that are most observable are based on quoted prices of identical instruments obtained from the principal markets in which they are traded. Closing prices are both readily available and representative of fair value. Market transactions occur with sufficient frequency and volume to assure liquidity. The fair value of certain of the Corporation’s exchange traded futures and options are considered Level 1.

Fair value measurements based on Level 2 inputs: Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level 2. Measurements based on Level 2 inputs include over-the-counter derivative instruments that are priced on an exchange traded curve but have contractual terms that are not identical to exchange traded contracts. The Corporation utilizes fair value measurements based on Level 2 inputs for certain forwards, swaps and options. The liability related to the Corporation’s crude oil hedges is classified as Level 2.

Fair value measurements based on Level 3 inputs: Measurements that are least observable are estimated from related market data determined from sources with little or no market activity for comparable contracts or are positions with longer durations. For example, in its energy marketing business, the Corporation sells natural gas and electricity to customers and offsets the price exposure by purchasing forward contracts. The fair value of these sales and purchases may be based on specific prices at less liquid delivered locations, which are classified as Level 3. Fair values determined using discounted cash flows and other unobservable data are also classified as Level 3.

products and electricity, as well as changes in interest and foreign currency exchange rates. In trading activities, the Corporation, principally through a consolidated partnership, trades energy-related commodities and derivatives, including futures, forwards, options and swaps, based on expectations of future market conditions.

All derivative instruments are recorded at fair value in the Corporation’s Consolidated Balance Sheet. The Corporation’s policy for recognizing the changes in fair value of derivatives varies based on the designation of the derivative. The changes in fair value of derivatives that are not designated as hedges are recognized currently in earnings. Derivatives may be designated as hedges of expected future cash flows or forecasted transactions (cash flow hedges) or hedges of firm commitments (fair value hedges). The effective portion of changes in fair value of derivatives that are designated as cash flow hedges is recorded as a component of other comprehensive income (loss). Amounts included in Accumulated other comprehensive income (loss) for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in earnings. The ineffective portion of changes in fair value of derivatives designated as cash flow hedges is recorded currently in earnings. Changes in fair value of derivatives designated as fair value hedges are recognized currently in earnings. The change in fair value of the related hedged commitment is recorded as an adjustment to its carrying amount and recognized currently in earnings.

Derivatives that are designated as either cash flow or fair value hedges are tested for effectiveness prospectively before they are executed and both prospectively and retrospectively on an on-going basis to determine whether they continue to qualify for hedge accounting. The prospective and retrospective effectiveness calculations are performed using either historical simulation or other statistical models, which utilize historical observable market data consisting of futures curves and spot prices.

Retirement Plans: The Corporation has funded non-contributory defined benefit pension plans and an unfunded supplemental pension plan. The Corporation recognizes in the Consolidated Balance Sheet the net change in the funded status of the projected benefit obligation for these plans.

The determination of the obligations and expenses related to these plans are based on several actuarial assumptions, the most significant of which relate to the discount rate for measuring the present value of future plan obligations; expected long-term rates of return on plan assets; and rate of future increases in compensation levels. These assumptions represent estimates made by the Corporation, some of which can be affected by external factors. For example, the discount rate used to estimate the Corporation’s projected benefit obligation is based on a portfolio of high-quality, fixed income debt instruments with maturities that approximate the expected payment of plan obligations, while the expected return on plan assets is developed from the expected future returns for each asset category, weighted by the target allocation of pension assets to that asset category. Changes in these assumptions can have a material impact on the amounts reported in the Corporation’s financial statements.

Asset Retirement Obligations: The Corporation has material legal obligations to remove and dismantle long lived assets and to restore land or seabed at certain exploration and production locations. In accordance with generally accepted accounting principles, the Corporation recognizes a liability for the fair value of required asset retirement obligations. In addition, the fair value of any legally required conditional asset retirement obligations is recorded if the liability can be reasonably estimated. The Corporation capitalizes such costs as a component of the carrying amount of the underlying assets in the period in which the liability is incurred. In order to measure these obligations, the Corporation estimates the fair value of the obligations by discounting the future payments that will be required to satisfy the obligations. In determining these estimates, the Corporation is required to make several assumptions and judgments related to the scope of dismantlement, timing of settlement, interpretation of legal requirements, inflationary factors and discount rate. In addition, there are other external factors which could significantly affect the ultimate settlement costs for these obligations including changes in environmental regulations and other statutory requirements, fluctuations in industry costs and foreign currency exchange rates and advances in technology. As a result, the Corporation’s estimates of asset retirement obligations are subject to revision due to the factors described above. Changes in estimates prior to settlement result in adjustments to both the liability and related asset values.

Environment, Health and Safety

The Corporation has a values-based, socially-responsible strategy focused on improving environment, health and safety performance and making a positive impact on communities where it does business. The strategy is reflected in the Corporation’s environment, health, safety and social responsibility (EHS & SR) policies and by environment and safety management systems that help protect the Corporation’s workforce, customers and local communities. The Corporation’s management systems are designed to uphold or exceed international standards and are intended to promote internal consistency, adherence to policy objectives and continual improvement in EHS & SR performance. Improved performance may, in the short-term, increase the Corporation’s operating costs and could also require increased capital expenditures to reduce potential risks to assets, reputation and license to operate. In addition to enhanced EHS & SR performance, improved productivity and operational efficiencies may be realized as collateral benefits from investments in EHS & SR. The Corporation has programs in place to evaluate regulatory compliance, audit facilities, train employees, prevent and manage risks and emergencies and to generally meet corporate EHS & SR goals.

Over the last several years, many refineries have entered into consent agreements to resolve the United States Environmental Protection Agency’s (EPA) assertions that refining facilities were modified or expanded without complying with the New Source Review regulations that require permits and new emission controls in certain circumstances and other regulations that impose emissions control requirements. In January 2011, HOVENSA signed a consent decree with the EPA to resolve its claims. Under the terms of the Consent Decree, HOVENSA agreed to pay a penalty of approximately $5 million and spend approximately $700 million over the next 10 years to install equipment and implement additional operating procedures at the HOVENSA refinery to reduce emissions. In addition, the Consent Decree requires HOVENSA to spend approximately $5 million to fund an environmental project to be determined at a later date by the Virgin Islands and $500,000 to assist the Virgin Islands Water and Power Authority with monitoring. However, as a result of HOVENSA’s decision to shut down its refinery, which was announced in January 2012, HOVENSA believes that it will not be required to make material capital expenditures pursuant to this consent decree. The Corporation believes that it will also enter into a consent decree with the EPA in the near future to resolve these matters as they relate to its Port Reading refinery facility, which is not expected to have a material adverse impact on the financial condition, results of operations or cash flows of the Corporation.

The Corporation produces and distributes fuel oils in the United States. Many states and localities are adopting requirements that mandate a lower sulfur content of fuel oils and restrict the types of fuel oil sold within their jurisdictions. These proposals could require capital expenditures by the Corporation for its Port Reading refining facility to meet the required sulfur content standards or other changes in the marketing of fuel oils and affect the profitability of that facility.

The Corporation has undertaken a program to assess, monitor and reduce the emission of greenhouse gases, including carbon dioxide and methane. The Corporation recognizes that climate change is a global environmental concern. The Corporation is committed to the responsible management of greenhouse gas emissions from our existing assets and future developments and is implementing a strategy to control our carbon emissions.

The Corporation will have continuing expenditures for environmental assessment and remediation. Sites where corrective action may be necessary include gasoline stations, terminals, onshore exploration and production facilities, refineries (including solid waste management units under permits issued pursuant to the Resource Conservation and Recovery Act) and, although not currently significant, “Superfund” sites where the Corporation has been named a potentially responsible party.

The Corporation accrues for environmental assessment and remediation expenses when the future costs are probable and reasonably estimable. At year-end 2011, the Corporation’s reserve for estimated remediation liabilities was approximately $60 million. The Corporation expects that existing reserves for environmental liabilities will adequately cover costs to assess and remediate known sites. The Corporation’s remediation spending was $19 million in 2011, $13 million in 2010 and $11 million in 2009. Capital expenditures for facilities, primarily to comply with federal, state and local environmental standards, other than for the low sulfur requirements, were approximately $95 million in 2011, $85 million in 2010 and $50 million in 2009.

Forward-looking Information

Certain sections of this Annual Report on Form 10-K, including Business and Properties, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk, include references to the Corporation’s future results of operations and financial position, liquidity and capital resources, capital expenditures, oil and gas production, tax rates, debt repayment, hedging, derivative, market risk and environmental disclosures, off-balance sheet arrangements and contractual obligations and contingencies, which include forward-looking information. These sections typically include statements with words such as “anticipate”, “estimate”, “expect”, “forecast”, “guidance”, “could”, “may”, “should”, “would” or similar words, indicating that future outcomes are uncertain. Forward-looking disclosures are based on the Corporation’s current understanding and assessment of these activities and reasonable assumptions about the future. Actual results may differ from these disclosures because of changes in market conditions, government actions and other factors. For more information regarding the factors that may cause the Corporation’s results to differ from these statements, see Item 1A. Risk Factors Related to Our Business and Operations.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, the Corporation is exposed to commodity risks related to changes in the price of crude oil, natural gas, refined petroleum products and electricity, as well as to changes in interest rates and foreign currency values. In the disclosures that follow, risk management activities are referred to as energy marketing and corporate risk management activities. The Corporation also has trading operations, principally through a 50% voting interest in a consolidated partnership that trades energy-related commodities, securities and derivatives. These activities are also exposed to commodity risks primarily related to the prices of crude oil, natural gas and refined petroleum products. The following describes how these risks are controlled and managed.

Controls: The Corporation maintains a control environment under the direction of its chief risk officer and through its corporate risk policy, which the Corporation’s senior management has approved. Controls include volumetric, term and value at risk limits. The chief risk officer must approve the use of new instruments or commodities. Risk limits are monitored and are reported on a daily basis to business units and to senior management. The Corporation’s risk management department also performs independent verifications of sources of fair values and validations of valuation models. These controls apply to all of the Corporation’s risk management and trading activities, including the consolidated trading partnership. The Corporation’s treasury department is responsible for administering and monitoring foreign exchange rate and interest rate hedging programs.

The Corporation uses value at risk to monitor and control commodity risk within its risk management and trading activities. The value at risk model uses historical simulation and the results represent the potential loss in fair value over one day at a 95% confidence level. The model captures both first and second order sensitivities for options. Results may vary from time to time as strategies change in trading activities or hedging levels change in risk management activities.

Instruments: The Corporation primarily uses forward commodity contracts, foreign exchange forward contracts, futures, swaps, options and energy commodity based securities in its risk management and trading activities. These contracts are generally widely traded instruments with standardized terms. The following describes these instruments and how the Corporation uses them:

•

Forward Commodity Contracts: The Corporation enters into contracts for the forward purchase and sale of commodities. At settlement date, the notional value of the contract is exchanged for physical delivery of the commodity. Forward contracts that are deemed normal purchase and sale contracts are excluded from the quantitative market risk disclosures.

•

Forward Foreign Exchange Contracts: The Corporation enters into forward contracts primarily for the British Pound and the Thai Baht, which commit the Corporation to buy or sell a fixed amount of these currencies at a predetermined exchange rate on a future date.

•

Exchange Traded Contracts: The Corporation uses exchange traded contracts, including futures, on a number of different underlying energy commodities. These contracts are settled daily with the relevant exchange and may be subject to exchange position limits.

•

Swaps: The Corporation uses financially settled swap contracts with third parties as part of its risk management and trading activities. Cash flows from swap contracts are determined based on underlying commodity prices or interest rates and are typically settled over the life of the contract.

•

Options: Options on various underlying energy commodities include exchange traded and third party contracts and have various exercise periods. As a seller of options, the Corporation receives a premium at the outset and bears the risk of unfavorable changes in the price of the commodity underlying the option. As a purchaser of options, the Corporation pays a premium at the outset and has the right to participate in the favorable price movements in the underlying commodities.

•

Energy Securities: Energy securities include energy-related equity or debt securities issued by a company or government or related derivatives on these securities.

Risk Management Activities

Energy marketing activities: In its energy marketing activities, the Corporation sells refined petroleum products, natural gas and electricity principally to commercial and industrial businesses at fixed and floating prices for varying periods of time. Commodity contracts such as futures, forwards, swaps and options together with physical assets, such as storage, are used to obtain supply and reduce margin volatility or lower costs related to sales contracts with customers.

Corporate risk management: Corporate risk management activities include transactions designed to reduce risk in the selling prices of crude oil, refined petroleum products or natural gas produced by the Corporation or to reduce exposure to foreign currency or interest rate movements. Generally, futures, swaps or option strategies may be used to reduce risk in the selling price of a portion of the Corporation’s crude oil or natural gas production. Forward contracts may also be used to purchase certain currencies in which the Corporation does business with the intent of reducing exposure to foreign currency fluctuations. Interest rate swaps may also be used, generally to convert fixed-rate interest payments to floating.

The Corporation has outstanding foreign exchange contracts used to reduce its exposure to fluctuating foreign exchange rates for various currencies, including the British Pound and the Thai Baht. At December 31, 2011, the Corporation had a payable for foreign exchange contracts maturing in 2012 with a fair value of $14 million. The change in fair value of the foreign exchange contracts from a 10% strengthening of the U.S. Dollar exchange rate is estimated to be a loss of approximately $89 million at December 31, 2011.

The Corporation’s outstanding long-term debt of $6,040 million has a fair value of $7,317 million at December 31, 2011. A 15% decrease in the rate of interest would increase the fair value of debt by approximately $247 million at December 31, 2011.

Following is the value at risk for the Corporation’s energy marketing and risk management commodity derivatives activities, excluding foreign exchange and interest rate derivatives described above:


	2011		2010
	(Millions of dollars)
At December 31	$	94	$	5
Average		30		5
High		94		6
Low		8		4

The increase in the value at risk for the Corporation’s energy marketing and risk management commodity derivatives activities in 2011 primarily reflects additional Brent crude oil cash flow hedge positions as described in Note 17, Risk Management and Trading Activities in the notes to the Consolidated Financial Statements.

Trading Activities

Trading activities are conducted principally through a trading partnership in which the Corporation has a 50% voting interest. This consolidated entity intends to generate earnings through various strategies primarily using energy commodities, securities and derivatives. The Corporation also takes trading positions for its own account.

Following is the value at risk for the Corporation’s trading activities:


	2011		2010
	(Millions of dollars)
At December 31	$	4	$	14
Average		11		14
High		16		15
Low		4		12

The information that follows represents 100% of the trading partnership and the Corporation’s proprietary trading accounts. Derivative trading transactions are marked-to-market and unrealized gains or losses are recognized currently in earnings. Gains or losses from sales of physical products are recorded at the time of sale. Net realized gains on trading activities amounted to $44 million in 2011 and $375 million in 2010. The following table provides an assessment of the factors affecting the changes in fair value of financial instruments and derivative commodity contracts used in trading activities:


	2011			2010
	(Millions of dollars)
Fair value of contracts outstanding at January 1	$	94		$	110
Change in fair value of contracts outstanding at the beginning of the year and still outstanding at the end of the year		(69	)		10
Reversal of fair value for contracts closed during the year		9			(233	)
Fair value of contracts entered into during the year and still outstanding		(120	)		207

Fair value of contracts outstanding at December 31	$	(86	)	$	94

The following table summarizes the sources of net asset (liability) fair values of financial instruments and derivative commodity contracts by year of maturity used in the Corporation’s trading activities at December 31, 2011:


	Total			2012			2013			2014			2015 and Beyond
	(Millions of dollars)
Source of fair value
Level 1	$	(45	)	$	(31	)	$	(3	)	$	(1	)	$	(10	)
Level 2		285			276			36			(3	)		(24	)
Level 3		(326	)		(325	)		(60	)		30			29

Total	$	(86	)	$	(80	)	$	(27	)	$	26		$	(5	)

The following table summarizes the receivables net of cash margin and letters of credit relating to the Corporation’s trading activities and the credit ratings of counterparties at December 31:


	2011		2010
	(Millions of dollars)
Investment grade determined by outside sources	$	389	$	314
Investment grade determined internally*		304		272
Less than investment grade		89		48

Fair value of net receivables outstanding at December 31	$	782	$	634

*	Based on information provided by counterparties and other available sources.

Item 8.

Financial Statements and Supplementary Data

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE


	Page Number
Management’s Report on Internal Control over Financial Reporting		44
Reports of Independent Registered Public Accounting Firm		45
Consolidated Balance Sheet at December 31, 2011 and 2010		47
Statement of Consolidated Income for each of the three years in the period ended December 31, 2011		48
Statement of Consolidated Cash Flows for each of the three years in the period ended December 31, 2011		49
Statement of Consolidated Equity and Comprehensive Income for each of the three years in the period ended December 31, 2011		50
Notes to Consolidated Financial Statements		51
Supplementary Oil and Gas Data		85
Quarterly Financial Data		94
Schedule* II — Valuation and Qualifying Accounts		102
Financial Statements of HOVENSA L.L.C. as of December 31, 2011		103

*	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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2011.

The Corporation’s independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2011, as stated in their report, which is included herein.

/s/ John P. Rielly

/s/ John B. Hess

John P. Rielly

Senior Vice President and

Chief Financial Officer

John B. Hess

Chairman of the Board and

Chief Executive Officer

February 27, 2012

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Hess Corporation

We have audited Hess Corporation’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Hess Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Hess Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Hess Corporation and consolidated subsidiaries as of December 31, 2011 and 2010, and the related statements of consolidated income, cash flows, and equity and comprehensive income for each of the three years in the period ended December 31, 2011 of Hess Corporation and consolidated subsidiaries, and our report dated February 27, 2012 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG, LLP

February 27, 2012

New York, New York

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Hess Corporation

We have audited the accompanying consolidated balance sheet of Hess Corporation and consolidated subsidiaries (the “Corporation”) as of December 31, 2011 and 2010, and the related statements of consolidated income, cash flows, and equity and comprehensive income for each of the three years in the period ended December 31, 2011. Our audits also included the financial statement schedule listed in the Index at Item 8. These financial statements and schedule are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hess Corporation and consolidated subsidiaries at December 31, 2011 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Hess Corporation’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2012 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG, LLP

February 27, 2012

New York, New York

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEET


	December 31,
	2011			2010
	(Millions of dollars; thousands of shares)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	351		$	1,608
Accounts receivable
Trade		4,761			4,478
Other		250			240
Inventories		1,423			1,452
Other current assets		1,554			1,002

Total current assets		8,339			8,780

INVESTMENTS IN AFFILIATES		384			443

PROPERTY, PLANT AND EQUIPMENT
Total — at cost		39,710			35,703
Less reserves for depreciation, depletion, amortization and lease impairment		14,998			14,576

Property, plant and equipment — net		24,712			21,127

GOODWILL		2,305			2,408
DEFERRED INCOME TAXES		2,941			2,167
OTHER ASSETS		455			471

TOTAL ASSETS	$	39,136		$	35,396


LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	3,712		$	4,274
Accrued liabilities		3,524			2,567
Taxes payable		812			726
Short-term debt and current maturities of long-term debt		52			46

Total current liabilities		8,100			7,613

LONG-TERM DEBT		6,005			5,537
DEFERRED INCOME TAXES		2,843			2,995
ASSET RETIREMENT OBLIGATIONS		1,844			1,203
OTHER LIABILITIES AND DEFERRED CREDITS		1,752			1,239

Total liabilities		20,544			18,587

EQUITY
Hess Corporation Stockholders’ Equity
Common stock, par value $1.00
Authorized — 600,000 shares
Issued: 2011 — 339,976 shares; 2010 — 337,681 shares		340			338
Capital in excess of par value		3,417			3,256
Retained earnings		15,826			14,254
Accumulated other comprehensive income (loss)		(1,067	)		(1,159	)

Total Hess Corporation stockholders’ equity		18,516			16,689
Noncontrolling interests		76			120

Total equity		18,592			16,809

TOTAL LIABILITIES AND EQUITY	$	39,136		$	35,396

The consolidated financial statements reflect the successful efforts method of accounting for oil and gas exploration and production activities.

See accompanying notes to consolidated financial statements.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED INCOME


	Years Ended December 31,
	2011			2010			2009
	(Millions of dollars, except per share data)
REVENUES AND NON-OPERATING INCOME
Sales (excluding excise taxes) and other operating revenues	$	38,466		$	33,862		$	29,614
Income (loss) from equity investment in HOVENSA L.L.C.		(1,073	)		(522	)		(229	)
Gains on asset sales		446			1,208			—
Other, net		32			65			184

Total revenues and non-operating income		37,871			34,613			29,569

COSTS AND EXPENSES
Cost of products sold (excluding items shown separately below)		26,774			23,407			20,961
Production expenses		2,352			1,924			1,805
Marketing expenses		1,069			1,021			1,008
Exploration expenses, including dry holes and lease impairment		1,195			865			829
Other operating expenses		171			213			183
General and administrative expenses		702			662			647
Interest expense		383			361			360
Depreciation, depletion and amortization		2,406			2,317			2,200
Asset impairments		358			532			54

Total costs and expenses		35,410			31,302			28,047

INCOME BEFORE INCOME TAXES		2,461			3,311			1,522
Provision for income taxes		785			1,173			715

NET INCOME	$	1,676		$	2,138		$	807
Less: Net income (loss) attributable to noncontrolling interests		(27	)		13			67

NET INCOME ATTRIBUTABLE TO HESS CORPORATION	$	1,703		$	2,125		$	740

BASIC NET INCOME PER SHARE	$	5.05		$	6.52		$	2.28
DILUTED NET INCOME PER SHARE	$	5.01		$	6.47		$	2.27
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (DILUTED)		339.9			328.3			326.0

See accompanying notes to consolidated financial statements.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED CASH FLOWS


	Years Ended December 31,
	2011			2010			2009
	(Millions of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,676		$	2,138		$	807
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization		2,406			2,317			2,200
(Income) loss from equity investment in HOVENSA L.L.C.		1,073			522			229
Asset impairments		358			532			54
Exploratory dry hole costs		438			237			267
Lease impairment		301			266			231
Stock compensation expense		104			112			128
Gains on asset sales		(446	)		(1,208	)		—
Provision (benefit) for deferred income taxes		(623	)		(495	)		(438	)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(243	)		(760	)		320
(Increase) decrease in inventories		4			(16	)		(137	)
Increase (decrease) in accounts payable and accrued liabilities		544			1,141			(542	)
Increase (decrease) in taxes payable		46			95			(81	)
Changes in other assets and liabilities		(654	)		(351	)		8

Net cash provided by operating activities		4,984			4,530			3,046

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(7,006	)		(5,492	)		(2,918	)
Proceeds from asset sales		490			183			—
Other, net		(50	)		50			(6	)

Net cash used in investing activities		(6,566	)		(5,259	)		(2,924	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) of debt with maturities of 90 days or less		100			—			(850	)
Debt with maturities of greater than 90 days
Borrowings		422			1,278			1,991
Repayments		(100	)		(180	)		(694	)
Cash dividends paid		(136	)		(131	)		(131	)
Noncontrolling interests, net		(49	)		(46	)		(2	)
Employee stock options exercised, including income tax benefits		88			54			18

Net cash provided by financing activities		325			975			332

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,257	)		246			454
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		1,608			1,362			908

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	351		$	1,608		$	1,362

See accompanying notes to consolidated financial statements.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED EQUITY AND COMPREHENSIVE INCOME


	Common Stock		Capital in Excess of Par			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Hess Stockholders’ Equity			Noncontrolling Interests			Total Equity
	(Millions of dollars)
Balance at January 1, 2009	$	326	$	2,347		$	11,642		$	(2,008	)	$	12,307		$	84		$	12,391
Net income							740						740			67			807
Deferred gains (losses) on cash flow hedges, after-tax
Effect of hedge losses recognized in income										963			963			—			963
Net change in fair value of cash flow hedges										(729	)		(729	)		—			(729	)
Change in postretirement plan liabilities, after-tax										(6	)		(6	)		—			(6	)
Change in foreign currency translation adjustment and other										105			105			(5	)		100

Comprehensive income (loss)													1,073			62			1,135
Activity related to restricted common stock awards, net		1		61			—			—			62			—			62
Employee stock options, including income tax benefits		—		73			—			—			73			—			73
Cash dividends declared		—		—			(131	)		—			(131	)		—			(131	)
Noncontrolling interests, net		—		—			—			—			—			(2	)		(2	)

Balance at December 31, 2009		327		2,481			12,251			(1,675	)		13,384			144			13,528

Net income							2,125						2,125			13			2,138
Deferred gains (losses) on cash flow hedges, after-tax
Effect of hedge losses recognized in income										656			656			—			656
Net change in fair value of cash flow hedges										(198	)		(198	)		—			(198	)
Change in postretirement plan liabilities, after-tax										28			28			—			28
Change in foreign currency translation adjustment and other										30			30			1			31

Comprehensive income (loss)													2,641			14			2,655
Common stock issued for acquisition		9		639			—			—			648			—			648
Activity related to restricted common stock awards, net		1		59			—			—			60			—			60
Employee stock options, including income tax benefits		1		105			—			—			106			—			106
Cash dividends declared		—		—			(132	)		—			(132	)		—			(132	)
Noncontrolling interests, net		—		(28	)		10			—			(18	)		(38	)		(56	)

Balance at December 31, 2010		338		3,256			14,254			(1,159	)		16,689			120			16,809

Net income							1,703						1,703			(27	)		1,676
Deferred gains (losses) on cash flow hedges, after-tax
Effect of hedge losses recognized in income										432			432			—			432
Net change in fair value of cash flow hedges										2			2			—			2
Change in postretirement plan liabilities, after-tax										(246	)		(246	)		—			(246	)
Change in foreign currency translation adjustment and other										(96	)		(96	)		2			(94	)

Comprehensive income (loss)													1,795			(25	)		1,770
Activity related to restricted common stock awards, net		1		52			—			—			53			—			53
Employee stock options, including income tax benefits		1		138			—			—			139			—			139
Cash dividends declared		—		—			(136	)		—			(136	)		—			(136	)
Noncontrolling interests, net		—		(29	)		5			—			(24	)		(19	)		(43	)

Balance at December 31, 2011	$	340	$	3,417		$	15,826		$	(1,067	)	$	18,516		$	76		$	18,592

See accompanying notes to consolidated financial statements.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Summary of Significant Accounting Policies

Nature of Business: Hess Corporation and its subsidiaries (the Corporation) engage in the exploration for and the development, production, purchase, transportation and sale of crude oil and natural gas. These activities are conducted principally in Algeria, Australia, Azerbaijan, Brazil, Brunei, China, Denmark, Egypt, Equatorial Guinea, France, Ghana, Indonesia, the Kurdistan region of Iraq, Libya, Malaysia, Norway, Peru, Russia, Thailand, the United Kingdom and the United States (U.S.). In addition, the Corporation manufactures refined petroleum products and purchases, markets and trades refined petroleum products, natural gas and electricity. The Corporation owns 50% of HOVENSA L.L.C. (HOVENSA), a joint venture in the U.S. Virgin Islands. In January 2012, HOVENSA announced a decision to shut down its refinery and continue to operate the complex as an oil storage terminal. The Corporation also operates a refining facility, terminals and retail gasoline stations, most of which include convenience stores that are located on the East Coast of the United States.

In preparing financial statements in conformity with U.S. generally accepted accounting principles (GAAP), management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the Consolidated Balance Sheet and revenues and expenses in the Statement of Consolidated Income. Actual results could differ from those estimates. Among the estimates made by management are oil and gas reserves, asset valuations, depreciable lives, pension liabilities, legal and environmental obligations, asset retirement obligations and income taxes. Certain information in the financial statements and notes has been reclassified to conform to the current period presentation. In the preparation of these financial statements, the Corporation has evaluated subsequent events through the date of issuance.

Principles of Consolidation: The consolidated financial statements include the accounts of Hess Corporation and entities in which the Corporation owns more than a 50% voting interest or entities that the Corporation controls. The Corporation consolidates the trading partnership in which it owns a 50% voting interest and over which it exercises control. The Corporation’s undivided interests in unincorporated oil and gas exploration and production ventures are proportionately consolidated. Investments in affiliated companies, 20% to 50% owned and where the Corporation has the ability to influence the operating or financial decisions of the affiliate, including HOVENSA, are accounted for using the equity method.

Revenue Recognition: The Corporation recognizes revenues from the sale of crude oil, natural gas, refined petroleum products and other merchandise when title passes to the customer. Sales are reported net of excise and similar taxes in the Statement of Consolidated Income. The Corporation recognizes revenues from the production of natural gas properties based on sales to customers. Differences between Exploration & Production (E&P) natural gas volumes sold and the Corporation’s share of natural gas production are not material. Revenues from natural gas and electricity sales by the Corporation’s marketing operations are recognized based on meter readings and estimated deliveries to customers since the last meter reading.

In its E&P activities, the Corporation engages in crude oil purchase and sale transactions with the same counterparty that are entered into in contemplation of one another for the primary purpose of changing location or quality. Similarly, in its marketing activities, the Corporation enters into refined petroleum product purchase and sale transactions with the same counterparty. These arrangements are reported net in Sales and other operating revenues in the Statement of Consolidated Income.

Derivatives: The Corporation utilizes derivative instruments for both risk management and trading activities. In risk management activities, the Corporation uses futures, forwards, options and swaps, individually or in combination, to mitigate its exposure to fluctuations in prices of crude oil, natural gas, refined petroleum products and electricity, as well as changes in interest and foreign currency exchange rates. In trading activities, the Corporation, principally through a consolidated partnership, trades energy-related commodities and derivatives, including futures, forwards, options and swaps based on expectations of future market conditions.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

in earnings. Derivatives may be designated as hedges of expected future cash flows or forecasted transactions (cash flow hedges) or hedges of firm commitments (fair value hedges). The effective portion of changes in fair value of derivatives that are designated as cash flow hedges is recorded as a component of other comprehensive income (loss) while the ineffective portion of the changes in fair value is recorded currently in earnings. Amounts included in Accumulated other comprehensive income (loss) for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in earnings. Changes in fair value of derivatives designated as fair value hedges are recognized currently in earnings. The change in fair value of the related hedged commitment is recorded as an adjustment to its carrying amount and recognized currently in earnings.

Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments, which are readily convertible into cash and have maturities of three months or less when acquired.

Inventories: Inventories are valued at the lower of cost or market. For refined petroleum product inventories valued at cost, the Corporation uses principally the last-in, first-out (LIFO) inventory method. For the remaining inventories, cost is generally determined using average actual costs.

Exploration and Development Costs: E&P activities are accounted for using the successful efforts method. Costs of acquiring unproved and proved oil and gas leasehold acreage, including lease bonuses, brokers’ fees and other related costs, are capitalized. Annual lease rentals, exploration expenses and exploratory dry hole costs are expensed as incurred. Costs of drilling and equipping productive wells, including development dry holes, and related production facilities are capitalized. In production operations, costs of injected CO₂ for tertiary recovery are expensed as incurred.

The costs of exploratory wells that find oil and gas reserves are capitalized pending determination of whether proved reserves have been found. Exploratory drilling costs remain capitalized after drilling is completed if (1) the well has found a sufficient quantity of reserves to justify completion as a producing well and (2) sufficient progress is being made in assessing the reserves and the economic and operational viability of the project. If either of those criteria is not met, or if there is substantial doubt about the economic or operational viability of a project, the capitalized well costs are charged to expense. Indicators of sufficient progress in assessing reserves and the economic and operating viability of a project include commitment of project personnel, active negotiations for sales contracts with customers, negotiations with governments, operators and contractors, firm plans for additional drilling and other factors.

Depreciation, Depletion and Amortization: The Corporation records depletion expense for acquisition costs of proved properties using the units of production method over proved oil and gas reserves. Depreciation and depletion expense for oil and gas production equipment and wells is calculated using the units of production method over proved developed oil and gas reserves. Provisions for impairment of undeveloped oil and gas leases are based on periodic evaluations and other factors. Depreciation of all other plant and equipment is determined on the straight-line method based on estimated useful lives. Retail gas stations and equipment related to a leased property, are depreciated over the estimated useful lives not to exceed the remaining lease period. The Corporation records the cost of acquired customers in its energy marketing activities as intangible assets and amortizes these costs on the straight-line method over the expected renewal period based on historical experience.

Capitalized Interest: Interest from external borrowings is capitalized on material projects using the weighted average cost of outstanding borrowings until the project is substantially complete and ready for its intended use, which for oil and gas assets is at first production from the field. Capitalized interest is depreciated over the useful lives of the assets in the same manner as the depreciation of the underlying assets.

Asset Retirement Obligations: The Corporation has material legal obligations to remove and dismantle long-lived assets and to restore land or seabed at certain exploration and production locations. The Corporation recognizes a liability for the fair value of legally required asset retirement obligations associated with long-lived assets in the period in which the retirement obligations are incurred. In addition, the fair value of any legally

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

required conditional asset retirement obligations is recorded if the liability can be reasonably estimated. The Corporation capitalizes the associated asset retirement costs as part of the carrying amount of the long-lived assets.

Impairment of Long-lived Assets: The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recovered. If the carrying amounts are not expected to be recovered by undiscounted future cash flows, the assets are impaired and an impairment loss is recorded. The amount of impairment is based on the estimated fair value of the assets generally determined by discounting anticipated future net cash flows. In the case of oil and gas fields, the net present value of future cash flows is based on management’s best estimate of future prices, which is determined with reference to recent historical prices and published forward prices, applied to projected production volumes and discounted at a risk-adjusted rate. The projected production volumes represent reserves, including probable reserves, expected to be produced based on a stipulated amount of capital expenditures. The production volumes, prices and timing of production are consistent with internal projections and other externally reported information. Oil and gas prices used for determining asset impairments will generally differ from the average prices used in the standardized measure of discounted future net cash flows.

Impairment of Goodwill: Goodwill is tested for impairment annually in the fourth quarter or when events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. This impairment test is calculated at the reporting unit level, which for the Corporation’s goodwill is the Exploration and Production operating segment. The Corporation identifies potential impairments by comparing the fair value of the reporting unit to its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the carrying value exceeds the fair value, the Corporation calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, an impairment would be recorded.

Income Taxes: Deferred income taxes are determined using the liability method. The Corporation regularly assesses the realizability of deferred tax assets, based on estimates of future taxable income, the availability of tax planning strategies, the existence of appreciated assets, the available carryforward periods for net operating losses and other factors. If it is more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is recorded to reduce the deferred tax assets to the amount expected to be realized. In addition, the Corporation recognizes the financial statement effect of a tax position only when management believes that it is more likely than not, that based on the technical merits, the position will be sustained upon examination. Additionally, the Corporation has income taxes which have been deferred on intercompany transactions eliminated in consolidation related to transfers of property, plant and equipment remaining within the consolidated group. The amortization of these income taxes deferred on intercompany transactions will occur ratably with the recovery through depletion and depreciation of the carrying value of these assets. The Corporation does not provide for deferred U.S. income taxes for that portion of undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. The Corporation classifies interest and penalties associated with uncertain tax positions as income tax expense.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

non-performance risk and time value of money considerations. Counterparty credit is considered for receivable balances, and the Corporation’s credit is considered for accrued liabilities.

The Corporation also records certain nonfinancial assets and liabilities at fair value when required by GAAP. These fair value measurements are recorded in connection with business combinations, the initial recognition of asset retirement obligations and any impairment of long-lived assets, equity method investments or goodwill.

The Corporation determines fair value in accordance with the fair value measurements accounting standard which established a hierarchy for the inputs used to measure fair value based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using related market data (Level 3). Multiple inputs may be used to measure fair value, however, the level of fair value is based on the lowest significant input level within this fair value hierarchy.

Details on the methods and assumptions used to determine the fair values are as follows:

Fair value measurements based on Level 2 inputs: Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level 2. Measurements based on Level 2 inputs include over-the-counter derivative instruments that are priced on an exchange traded curve, but have contractual terms that are not identical to exchange traded contracts. The Corporation utilizes fair value measurements based on Level 2 inputs for certain forwards, swaps and options. The liability related to the Corporation’s crude oil hedges is classified as Level 2.

Fair value measurements based on Level 3 inputs: Measurements that are least observable are estimated from related market data, determined from sources with little or no market activity for comparable contracts or are positions with longer durations. For example, in its energy marketing business, the Corporation enters into contracts to sell natural gas and electricity to customers and offsets the price exposure by purchasing forward contracts. The fair value of these sales and purchases may be based on specific prices at less liquid delivered locations, which are classified as Level 3. There may be offsets to these positions that are priced based on more liquid markets, which are, therefore, classified as Level 1 or Level 2. Fair values determined using discounted cash flows and other unobservable data are also classified as Level 3.

Retirement Plans: The Corporation recognizes the funded status of defined benefit postretirement plans in the Consolidated Balance Sheet. The funded status is measured as the difference between the fair value of plan assets and the projected benefit obligation. The Corporation recognizes the net changes in the funded status of these plans in the year in which such changes occur. Prior service costs and actuarial gains and losses in excess of 10% of the greater of the benefit obligation or the market value of assets are amortized over the average remaining service period of active employees.

Share-based Compensation: The fair value of all share-based compensation is expensed and recognized on a straight-line basis over the full vesting period of the awards.

Foreign Currency Translation: The U.S. Dollar is the functional currency (primary currency in which business is conducted) for most foreign operations. Adjustments resulting from translating monetary assets and liabilities that are denominated in a non-functional currency into the functional currency are recorded in Other, net in the Statement of Consolidated Income. For operations that do not use the U.S. Dollar as the functional currency, adjustments resulting from translating foreign currency assets and liabilities into U.S. Dollars are recorded in a separate component of equity titled Accumulated other comprehensive income (loss).

Maintenance and Repairs: Maintenance and repairs are expensed as incurred, including costs of refinery turnarounds. Capital improvements are recorded as additions in Property, plant and equipment.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Environmental Expenditures: The Corporation accrues and expenses environmental costs to remediate existing conditions related to past operations when the future costs are probable and reasonably estimable. The Corporation capitalizes environmental expenditures that increase the life or efficiency of property or that reduce or prevent future adverse impacts to the environment.

2.	Acquisitions and Dispositions

2011: In the third quarter of 2011, the Corporation entered into agreements to acquire approximately 85,000 net acres in the Utica Shale play in eastern Ohio for approximately $750 million, principally through the acquisition of Marquette Exploration, LLC (Marquette). This acquisition strengthens the Corporation’s portfolio of unconventional assets. The acquisition of Marquette has been accounted for as a business combination and the assets acquired and the liabilities assumed were recorded at fair value. The estimated fair value was based on a valuation approach using market related data which is a Level 3 measurement. The majority of the purchase price was assigned to unproved properties and the remainder to producing wells and working capital. This transaction is subject to normal post-closing adjustments.

In October 2011, the Corporation completed the acquisition of a 50% undivided interest in CONSOL Energy Inc.’s (CONSOL) nearly 200,000 acres, in the Utica Shale play in eastern Ohio, for $59 million in cash at closing and the agreement to fund 50% of CONSOL’s share of the drilling costs up to $534 million within a 5-year period. This transaction has been accounted for as an asset acquisition.

In February 2011, the Corporation completed the sale of its interests in the Easington Catchment Area (Hess 30%), the Bacton Area (Hess 23%), the Everest Field (Hess 19%) and the Lomond Field (Hess 17%) in the United Kingdom North Sea for cash proceeds of $359 million, after post-closing adjustments. These disposals resulted in pre-tax gains totaling $343 million ($310 million after income taxes). These assets had a productive capacity of approximately 15,000 boepd. The total combined net book value of the disposed assets prior to the sale was $16 million, including allocated goodwill of $14 million.

In August 2011, the Corporation completed the sale of its interests in the Snorre Field (Hess 1%), offshore Norway and the Cook Field (Hess 28%) in the United Kingdom North Sea for cash proceeds of $131 million, after post-closing adjustments. These disposals resulted in non-taxable gains totaling $103 million. These assets were producing at a combined net rate of approximately 2,500 boepd at the time of sale. The total combined net book value of the disposed assets prior to the sale was $28 million, including allocated goodwill of $11 million.

2010: In December, the Corporation acquired approximately 167,000 net acres in the Bakken oil shale play (Bakken) in North Dakota from TRZ Energy, LLC for $1,075 million in cash. In December, the Corporation also completed the acquisition of American Oil & Gas Inc. (American Oil & Gas) for approximately $675 million through the issuance of approximately 8.6 million shares of the Corporation’s common stock, which increased the Corporation’s acreage position in the Bakken by approximately 85,000 net acres. The properties acquired are located near the Corporation’s existing acreage. These acquisitions strengthen the Corporation’s acreage position in the Bakken, leverage existing capabilities and infrastructure and are expected to contribute to future reserve and production growth. Both of these transactions were accounted for as business combinations and the majority of the fair value of the assets acquired was assigned to unproved properties. The total goodwill recorded on these transactions was $332 million after final post-closing adjustments.

In September, the Corporation completed the exchange of its interests in Gabon and the Clair Field in the United Kingdom for additional interests of 28% and 25%, respectively, in the Valhall and Hod fields offshore Norway. This non-monetary exchange was accounted for as a business combination and was recorded at fair value. The transaction resulted in a pre-tax gain of $1,150 million ($1,072 million after income taxes). The total combined carrying amount of the disposed assets prior to the exchange was $702 million, including goodwill of $65 million. The Corporation also acquired, from a different third party, additional interests of 8% and 13% in the Valhall and Hod fields, respectively, for $507 million in cash. This acquisition was accounted for as a

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

business combination. As a result of both of these transactions, the Corporation’s total interests in the Valhall and Hod fields are 64% and 63%, respectively. The primary reason for these transactions was to acquire long-lived crude oil reserves and future production growth. The following table summarizes the fair value of the assets acquired and liabilities assumed in 2010 and adjusted for final post-closing adjustments in both of these transactions:


	Exchange			Acquisition			Total
	(Millions of dollars)
Property, plant and equipment	$	2,020		$	570		$	2,590
Goodwill		688			219			907
Current assets		155			23			178

Total assets acquired		2,863			812			3,675
Current liabilities		(135	)		(32	)		(167	)
Deferred tax liabilities		(688	)		(219	)		(907	)
Asset retirement obligations		(188	)		(54	)		(242	)

Net assets acquired	$	1,852		$	507		$	2,359

For all 2010 acquisitions and the exchange described above, the assets acquired and liabilities assumed are recorded at fair value. The estimated fair value of the property, plant and equipment acquired in the transactions described above was primarily based on an income approach. The significant inputs used in this Level 3 fair value measurement include assumed future production and capital based on anticipated development plans, commodity prices, costs and a risk-adjusted discount rate. The goodwill recorded equals the deferred tax liability recognized for the differences in book and tax bases of the assets acquired. The goodwill is not expected to be deductible for income tax purposes.

In January, the Corporation completed the sale of its interest in the Jambi Merang natural gas development project in Indonesia (Hess 25%) for cash proceeds of $183 million. The transaction resulted in a gain of $58 million, after deducting the net book value of assets including goodwill of $7 million.

2009: The Corporation acquired for $74 million a 50% interest in Blocks PM301 and PM302 in Malaysia, which are adjacent to Block A-18 of the Joint Development Area of Malaysia/Thailand (JDA) and contain an extension of the Bumi Field. The Corporation also acquired 37 previously leased retail gasoline stations, primarily through the assumption of $65 million of fixed-rate notes.

3.	Libyan Operations

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

4.	Inventories

Inventories at December 31 were as follows:


	2011			2010
	(Millions of dollars)
Crude oil and other charge stocks	$	451		$	496
Refined petroleum products and natural gas		1,762			1,528
Less: LIFO adjustment		(1,276	)		(995	)

		937			1,029
Merchandise, materials and supplies		486			423

Total inventories	$	1,423		$	1,452

The percentage of LIFO inventory to total crude oil, refined petroleum products and natural gas inventories was 72% and 65% at December 31, 2011 and 2010, respectively.

5.	HOVENSA L.L.C. Joint Venture

The Corporation has a 50% interest in HOVENSA L.L.C. (HOVENSA), a joint venture with a subsidiary of Petroleos de Venezuela, S.A. (PDVSA), which owns a refinery in the U.S. Virgin Islands. The Corporation’s investment in HOVENSA is accounted for using the equity method. In accordance with Rule 3-09 of Regulation S-X, the Corporation has filed the audited financial statements for HOVENSA in this report on Form 10-K. Summarized financial information for HOVENSA as of December 31 and for the years then ended follows:


	2011			2010			2009
	(Millions of dollars)
Summarized Balance Sheet, at December 31
Cash and cash equivalents	$	42		$	45		$	78
Other current assets		329			668			580
Net fixed assets		—			1,987			2,080
Other assets		10			27			33
Current liabilities, including member support		(1,858	)		(1,001	)		(953	)
Long-term debt		—	*		(706	)		(356	)
Deferred liabilities and credits		(115	)		(135	)		(137	)

Members’ equity	$	(1,592	)	$	885		$	1,325

Carrying value of Hess Corporation’s equity investment	$	—		$	158		$	681

Summarized Income Statement, for the years ended December 31
Sales	$	13,126		$	12,258		$	10,048
Costs and expenses		(15,613	)		(12,696	)		(10,499	)

Net income (loss)	$	(2,487	)	$	(438	)	$	(451	)

Hess Corporation’s income (loss) from equity investment in HOVENSA L.L.C.	$	(1,073	)**	$	(522	)**	$	(229	)

*	Long-term debt of $356 million was classified as a current liability, resulting from HOVENSA’S tender offer in January 2012 to repurchase the debt.

**	The Corporation’s share of HOVENSA’s 2011 loss excludes $300 million previously recorded in 2010 for the partial impairment of the Corporation’s investment.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In December 2010, the Corporation recorded an impairment charge of $300 million before income taxes ($289 million after income taxes) to reduce the carrying value of its equity investment in HOVENSA to its fair value, which was recorded in Income (loss) from equity investment in HOVENSA L.L.C. The investment had been adversely affected by consecutive annual operating losses resulting from continued weak refining margins and refinery utilization and a fourth quarter 2010 debt rating downgrade. As a result of a strategic assessment in 2010, HOVENSA decided to lower crude oil refining capacity to 350,000 from 500,000 barrels per day in 2011. The Corporation performed an impairment analysis and concluded that its investment had experienced an other than temporary decline in value. The fair value was determined based on an income approach using estimated refined petroleum product selling prices and volumes, related costs of product sold, capital and operating expenditures and a market based discount rate (a Level 3 fair value measurement).

In February 2012, HOVENSA completed a tender offer to repurchase its outstanding tax exempt bonds at par.

6.	Property, Plant and Equipment

Property, plant and equipment at December 31 consist of the following:


	2011		2010
	(Millions of dollars)
Exploration and Production
Unproved properties	$	4,064	$	3,796
Proved properties		3,975		3,496
Wells, equipment and related facilities		29,239		26,064

		37,278		33,356
Marketing, Refining and Corporate		2,432		2,347

Total — at cost		39,710		35,703
Less: reserves for depreciation, depletion, amortization and lease impairment		14,998		14,576

Property, plant and equipment — net	$	24,712	$	21,127

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In the fourth quarter of 2011, the Corporation agreed to sell its interests in the Snohvit Field in Norway (Hess 3%) for approximately $135 million, after normal closing adjustments. At December 31, 2011, the Corporation classified this property and another property as assets held for sale. At December 31, 2011, the total carrying amount of these assets of $764 million was reported in Other current assets, including goodwill of $62 million. In addition, related asset retirement obligations and deferred income taxes totaling $556 million were reported in Accrued liabilities. In accordance with GAAP, properties classified as held for sale are not depreciated but are subject to impairment testing.

The following table discloses the amount of capitalized exploratory well costs pending determination of proved reserves at December 31, and the changes therein during the respective years:


	2011			2010			2009
	(Millions of dollars)
Beginning balance at January 1	$	1,783		$	1,437		$	1,094
Additions to capitalized exploratory well costs pending the determination of proved reserves		512			675			433
Reclassifications to wells, facilities, and equipment based on the determination of proved reserves		(171	)		(87	)		(16	)
Capitalized exploratory well costs charged to expense		(90	)		(110	)		(74	)
Dispositions		(12	)		(132	)		—

Ending balance at December 31	$	2,022		$	1,783		$	1,437

Number of wells at end of year		59			77			53

The preceding table excludes exploratory dry hole costs of $348 million, $127 million and $193 million in 2011, 2010 and 2009, respectively, which were incurred and subsequently expensed in the same year. In 2011, capitalized well costs reclassified based on the determination of proved reserves primarily related to the Tubular Bells project in the deepwater Gulf of Mexico, which was sanctioned during the year.

At December 31, 2011, exploratory drilling costs capitalized in excess of one year past completion of drilling were incurred as follows (in millions of dollars):


2010	$	423
2009		448
2008		392
2007		72
2006		168

	$	1,503

The capitalized well costs in excess of one year relate to 11 projects. Approximately 43% of the capitalized well costs in excess of one year relates to the Pony prospect in the deepwater Gulf of Mexico. The Corporation has signed a non-binding agreement with the owners of the adjacent Knotty Head prospect on Green Canyon Block 512 that outlines a proposal to jointly develop the field. Negotiation of a joint operating agreement, including working interest percentages for the partners, and planning for the field development are progressing. The project is now targeted for sanction in 2013. Approximately 30% relates to Block WA-390-P, offshore Western Australia, where further drilling and other appraisal and commercial activities are ongoing. Approximately 18% relates to Area 54, offshore Libya, where force majeure was declared in 2011 following the civil unrest in Libya, see Note 3, Libyan Operations in the notes to the Consolidated Financial Statements. The Corporation expects the force majeure to be lifted in 2012 and commercial negotiations with the Libyan government to resume. The remainder of the capitalized well costs in excess of one year relates to projects where

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

further drilling is planned or development planning and other assessment activities are ongoing to determine the economic and operating viability of the projects.

7.	Goodwill

The changes in the carrying amount of goodwill are as follows:


	2011			2010
	(Millions of dollars)

Beginning balance at January 1	$	2,408		$	1,225
Acquisitions		—			1,255
Dispositions and other		(103	)		(72	)

Ending balance at December 31	$	2,305		$	2,408

8.	Asset Impairments

During 2011, the Corporation recorded impairment charges of $358 million ($140 million after income taxes) related to increases in the Corporation’s estimated abandonment liabilities primarily for non-producing properties which resulted in the book value of the properties exceeding their fair value. See also Note 9, Asset Retirement Obligations in the notes to the Consolidated Financial Statements. The Corporation’s estimated fair values for these properties were determined using a valuation approach based on market related data which is a Level 3 fair value measurement.

During 2010, the Corporation recorded a charge of $532 million ($334 million after income taxes) to fully impair the carrying value of its 55% interest in the West Mediterranean Block 1 concession (West Med Block), located offshore Egypt. This interest was acquired in 2006 and included four natural gas discoveries and additional exploration prospects. The Corporation and its partners subsequently explored and further evaluated the area, made a fifth discovery, conducted development planning, and held negotiations with the Egyptian authorities to amend the existing gas sales agreement. In September 2010, the Corporation and its partners notified the Egyptian authorities of their decision to cease exploration activities on the block and to relinquish a significant portion of the block. As a result, the Corporation fully impaired the carrying value of its interest in the West Med Block. The Corporation’s estimated fair value of the West Med Block was determined using a valuation approach based on market related data (Level 3 fair value measurement).

During 2009, the Corporation recorded total asset impairment charges of $54 million ($26 million after income taxes) to reduce the carrying value of two short-lived fields in the United Kingdom North Sea.

9.	Asset Retirement Obligations

The following table describes changes to the Corporation’s asset retirement obligations:


	2011			2010
	(Millions of dollars)

Asset retirement obligations at January 1	$	1,358		$	1,297
Liabilities incurred		25			255
Liabilities settled or disposed of		(334	)		(282	)
Accretion expense		96			78
Revisions of estimated liabilities		947			(6	)
Foreign currency translation		(21	)		16

Asset retirement obligations at December 31		2,071			1,358
Less: current obligations		227			155

Long-term obligations at December 31	$	1,844		$	1,203

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In 2011, the revisions of estimated liabilities reflect an increase in well abandonment obligations resulting from enhanced cement seal verification procedures, changes in scope and timing due to updated work programs and higher service and equipment costs. In 2010, liabilities incurred mostly related to the acquisition of additional interests in the Valhall and Hod fields. Liabilities settled or disposed of primarily relate to assets held for sale and dispositions.

10.

Long-term Debt

Long-term debt at December 31 consists of the following:


	2011		2010
	(Millions of dollars)

Asset-backed credit facility, weighted average rate 0.8%	$	350	$	—
Short-term credit facility, rate 1.2%		100		—
Fixed-rate public notes:
7.0% due 2014		250		250
8.1% due 2019		998		997
7.9% due 2029		695		695
7.3% due 2031		746		746
7.1% due 2033		598		598
6.0% due 2040		744		744
5.6% due 2041		1,242		1,241

Total fixed-rate public notes		5,273		5,271
Other fixed-rate notes, weighted average rate 8.3%, due through 2023		112		133
Project lease financing, weighted average rate 5.1%, due through 2014		90		102
Pollution control revenue bonds, weighted average rate 5.9%, due through 2034		53		53
Fair value adjustments — interest rate hedging		53		8
Other debt		9		2

		6,040		5,569
Less: current maturities		35		32

Total	$	6,005	$	5,537

The Corporation has a 364-day asset-backed credit facility securitized by certain accounts receivable from its Marketing and Refining operations. Under the terms of this financing arrangement, the Corporation has the ability to borrow or issue letters of credit of up to $1 billion, subject to the availability of sufficient levels of eligible receivables. At December 31, 2011, outstanding borrowings under this facility of $350 million were collateralized by a total of $947 million of accounts receivable, which are held by a wholly-owned subsidiary. These receivables are only available to pay the general obligations of the Corporation after satisfaction of the outstanding obligations under the asset-backed facility. At December 31, 2011, the Corporation classified $350 million of borrowings under the asset-backed credit facility and $100 million of borrowings under a short-term credit facility as long-term debt, based on the available capacity under the $4 billion syndicated revolving credit facility.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In August 2010, the Corporation issued $1,250 million of 30-year fixed-rate public notes with a coupon of 5.6% scheduled to mature in 2041. The proceeds were used to purchase additional acreage in the Bakken and additional interests in the Valhall and Hod fields.

At December 31, 2011, the Corporation’s fixed-rate public notes have a principal amount of $5,300 million ($5,273 million net of unamortized discount). Interest rates on the outstanding fixed-rate public notes have a weighted average rate of 6.9%.

The aggregate long-term debt maturing during the next five years is as follows (in millions of dollars): 2012 — $35; 2013 — $37; 2014 — $349; 2015 — $4 and 2016 — $455.

Outstanding letters of credit at December 31 were as follows:


	2011		2010
	(Millions of dollars)
Revolving credit facility	$	173	$	—
Asset-backed credit facility		—		400
Committed lines*		1,063		1,161
Uncommitted lines*		462		521

Total	$	1,698	$	2,082

*	Committed and uncommitted lines have expiration dates through 2014.

Of the total letters of credit outstanding at December 31, 2011, $67 million relates to contingent liabilities and the remaining $1,631 million relates to liabilities recorded in the Consolidated Balance Sheet.

The total amount of interest paid (net of amounts capitalized) was $383 million, $319 million and $335 million in 2011, 2010 and 2009, respectively. The Corporation capitalized interest of $13 million, $5 million and $6 million in 2011, 2010 and 2009, respectively.

11.

Share-based Compensation

The Corporation awards restricted common stock and stock options under its 2008 Long-term Incentive Plan. Generally, stock options vest in one to three years from the date of grant, have a 10-year term, and the exercise price equals or exceeds the market price on the date of grant. Outstanding restricted common stock generally vests in three years from the date of grant.

Share-based compensation expense consists of the following:


	Before Income Taxes						After Income Taxes
	2011		2010		2009		2011		2010		2009
	(Millions of dollars)
Stock options	$	51	$	52	$	58	$	31	$	32	$	36
Restricted stock		53		60		70		32		37		44

Total	$	104	$	112	$	128	$	63	$	69	$	80

Based on restricted stock and stock option awards outstanding at December 31, 2011, unearned compensation expense, before income taxes, will be recognized in future years as follows (in millions of dollars): 2012 — $71, 2013 — $43 and 2014 — $4.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Corporation’s stock option and restricted stock activity consisted of the following:


	Stock Options					Restricted Stock
	Options			Weighted- Average Exercise Price per Share		Shares of Restricted Common Stock			Weighted- Average Price on Date of Grant
	(Thousands)					(Thousands)
Outstanding at January 1, 2009		9,700		$	52.73		3,161		$	64.78
Granted		3,135			56.44		1,056			56.27
Exercised		(416	)		38.85		—			—
Vested		—			—		(893	)		50.13
Forfeited		(317	)		65.68		(376	)		66.11

Outstanding at December 31, 2009		12,102			53.83		2,948			66.00
Granted		2,792			60.12		952			60.04
Exercised		(1,080	)		42.37		—			—
Vested		—			—		(880	)		55.42
Forfeited		(394	)		65.04		(182	)		65.56

Outstanding at December 31, 2010		13,420			55.73		2,838			67.32
Granted		2,227			82.92		742			82.99
Exercised		(1,716	)		41.40		—			—
Vested		—			—		(970	)		84.81
Forfeited		(361	)		67.64		(163	)		63.71

Outstanding at December 31, 2011		13,570			61.68		2,447			65.38

Exercisable at December 31, 2009		6,636		$	46.11
Exercisable at December 31, 2010		8,079			51.73
Exercisable at December 31, 2011		8,841			57.37

The table below summarizes information regarding the outstanding and exercisable stock options as of December 31, 2011:


Range of Exercise Prices	Outstanding Options						Exercisable Options
Range of Exercise Prices	Options		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price per Share		Options		Weighted- Average Exercise Price per Share
	(Thousands)		(Years)				(Thousands)
$20.00 – $40.00		1,098		3	$	27.52		1,098	$	27.52
$40.01 – $50.00		1,520		4		49.25		1,520		49.25
$50.01 – $60.00		4,304		6		55.17		3,348		54.77
$60.01 – $80.00		2,584		8		60.57		839		60.63
$80.01 – $120.00		4,064		8		83.18		2,036		82.48

		13,570		7		61.68		8,841		57.37

The intrinsic value (or the amount by which the market price of the Corporation’s common stock exceeds the exercise price of an option) at December 31, 2011 totaled $51 million for both outstanding options and exercisable options. At December 31, 2011, the weighted average remaining term of exercisable options was five years.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Corporation uses the Black-Scholes model to estimate the fair value of employee stock options. The following weighted average assumptions were utilized for stock options awarded:


	2011			2010			2009
Risk free interest rate		1.81	%		2.14	%		1.80	%
Stock price volatility		.395			.390			.390
Dividend yield		.49	%		.67	%		.70	%
Expected life in years		4.5			4.5			4.5
Weighted average fair value per option granted	$	27.98		$	20.18		$	18.47

The risk free interest rate is based on the expected life of the options and is obtained from published sources. The stock price volatility is determined from historical stock prices using the same period as the expected life of the options. The expected stock option life is based on historical exercise patterns.

In May 2008, shareholders approved the 2008 Long-term Incentive Plan and in May 2010, approved an amendment to the 2008 Long-term Incentive Plan. The Corporation also has stock options outstanding under a former plan. At December 31, 2011, the number of common shares reserved for issuance under the 2008 Long-term Incentive Plan, as amended, is as follows (in thousands):


Total common shares reserved for issuance			16,006
Less: stock options outstanding			7,603

Available for future awards of restricted stock and stock options			8,403

12.

Foreign Currency

Foreign currency gains (losses) before income taxes recorded in the Statement of Consolidated Income amounted to $(29) million in 2011, $(5) million in 2010 and $20 million in 2009. Foreign currency translation adjustments recorded in Accumulated other comprehensive income (loss) were a reduction to stockholders’ equity of $84 million at December 31, 2011 and an increase to stockholders’ equity of $12 million at December 31, 2010.

13.

Retirement Plans

The Corporation has funded noncontributory defined benefit pension plans for a significant portion of its employees. In addition, the Corporation has an unfunded supplemental pension plan covering certain employees, which provides incremental payments that would have been payable from the Corporation’s principal pension plans, were it not for limitations imposed by income tax regulations. The plans provide defined benefits based on years of service and final average salary. Additionally, the Corporation maintains an unfunded postretirement medical plan that provides health benefits to certain qualified retirees from ages 55 through 65. The measurement date for all retirement plans is December 31.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes the Corporation’s benefit obligations and the fair value of plan assets and shows the funded status of the pension and postretirement medical plans:


	Funded Pension Plans						Unfunded Pension Plan						Postretirement Medical Plan
	Funded Pension Plans						Unfunded Pension Plan						Postretirement Medical Plan
	2011			2010			2011			2010			2011			2010
	(Millions of dollars)
Change in benefit obligation
Balance at January 1	$	1,497		$	1,359		$	192		$	188		$	107		$	84
Service cost		49			41			9			8			6			5
Interest cost		81			78			8			8			5			4
Actuarial (gain) loss		294			75			31			7			9			18
Benefit payments		(51	)		(46	)		(13	)		(2	)		(2	)		(4	)
Plan settlements		–			–			–			(17	)		–			–
Foreign currency exchange rate changes		(4	)		(10	)		–			–			–			–

Balance at December 31		1,866			1,497			227			192			125			107

Change in fair value of plan assets
Balance at January 1		1,365			1,072			–			–			–			–
Actual return on plan assets		(3	)		155			–			–			–			–
Employer contributions		185			192			13			20			2			4
Benefit payments		(51	)		(46	)		(13	)		(20	)		(2	)		(4	)
Foreign currency exchange rate changes		(3	)		(8	)		–			–			–			–

Balance at December 31		1,493			1,365			–			–			–			–

Funded status (plan assets less than benefit obligations) at December 31		(373	)		(132	)		(227	)*		(192	)*		(125	)		(107	)
Unrecognized net actuarial losses		829			460			103			83			39			32

Net amount recognized	$	456		$	328		$	(124	)	$	(109	)	$	(86	)	$	(75	)

*	The trust established by the Corporation for the supplemental plan held assets valued at $7 million at December 31, 2011 and $21 million at December 31, 2010.

Amounts recognized in the Consolidated Balance Sheet at December 31 consist of the following:


	Funded Pension Plans						Unfunded Pension Plan						Postretirement Medical Plan
	2011			2010			2011			2010			2011			2010
	(Millions of dollars)
Accrued benefit liability	$	(373	)	$	(132	)	$	(227	)	$	(192	)	$	(125	)	$	(107	)
Accumulated other comprehensive loss, pre-tax*		829			460			103			83			39			32

Net amount recognized	$	456		$	328		$	(124	)	$	(109	)	$	(86	)	$	(75	)

*	The after-tax reduction to equity recorded in Accumulated other comprehensive income (loss) was $631 million at December 31, 2011 and $385 million at December 31, 2010.

The accumulated benefit obligation for the funded defined benefit pension plans increased to $1,703 million at December 31, 2011 from $1,355 million at December 31, 2010 primarily due to a reduction in the discount rate. The accumulated benefit obligation for the unfunded defined benefit pension plan was $202 million at December 31, 2011 and $176 million at December 31, 2010.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Components of net periodic benefit cost for funded and unfunded pension plans and the postretirement medical plan consisted of the following:


	Pension Plans									Postretirement Medical Plan
	2011			2010			2009			2011		2010		2009
	(Millions of dollars)
Service cost	$	58		$	49		$	40		$	6	$	5	$	3
Interest cost		89			86			83			5		4		4
Expected return on plan assets		(109	)		(86	)		(59	)		—		—		—
Amortization of unrecognized net actuarial losses		47			48			65			2		1		—
Settlement loss		—			8			17			—		—		—

Net periodic benefit cost	$	85		$	105		$	146		$	13	$	10	$	7

The Corporation’s 2012 pension and postretirement medical expense is estimated to be approximately $145 million, of which approximately $85 million relates to the amortization of unrecognized net actuarial losses.

The weighted average actuarial assumptions used by the Corporation’s funded and unfunded pension plans were as follows:


	2011			2010			2009
Weighted average assumptions used to determine benefit obligations at December 31
Discount rate		4.3	%		5.3	%		5.8	%
Rate of compensation increase		4.3			4.4			4.3
Weighted average assumptions used to determine net benefit cost for years ended December 31
Discount rate		5.3			5.8			6.3
Expected return on plan assets		7.5			7.5			7.5
Rate of compensation increase		4.4			4.3			4.4

The actuarial assumptions used by the Corporation’s postretirement medical plan were as follows:


	2011			2010			2009
Assumptions used to determine benefit obligations at December 31
Discount rate		3.9	%		4.8	%		5.4	%
Initial health care trend rate		8.0	%		8.0	%		8.0	%
Ultimate trend rate		5.0	%		5.0	%		4.5	%
Year in which ultimate trend rate is reached		2018			2017			2013

The assumptions used to determine net periodic benefit cost for each year were established at the end of each previous year while the assumptions used to determine benefit obligations were established at each year-end. The net periodic benefit cost and the actuarial present value of benefit obligations are based on actuarial assumptions that are reviewed on an annual basis. The discount rate is developed based on a portfolio of high-quality, fixed income debt instruments with maturities that approximate the expected payment of plan obligations. The overall expected return on plan assets is developed from the expected future returns for each asset category, weighted by the target allocation of pension assets to that asset category.

The Corporation’s investment strategy is to maximize long-term returns at an acceptable level of risk through broad diversification of plan assets in a variety of asset classes. Asset classes and target allocations are

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

determined by the Corporation’s investment committee and include domestic and foreign equities, fixed income, and other investments, including hedge funds, real estate and private equity. Investment managers are prohibited from investing in securities issued by the Corporation unless indirectly held as part of an index strategy. The majority of plan assets are highly liquid, providing ample liquidity for benefit payment requirements. The current target allocations for plan assets are 50% equity securities, 25% fixed income securities (including cash and short-term investment funds) and 25% to all other types of investments. Asset allocations are rebalanced on a periodic basis throughout the year to bring assets to within an acceptable range of target levels.

The following tables provide the fair value of the financial assets of the funded pension plans as of December 31, 2011 and 2010 in accordance with the fair value measurement hierarchy described in Note 1, Summary of Significant Accounting Policies:


	Level 1		Level 2		Level 3		Total
	(Millions of dollars)
December 31, 2011
Cash and short-term investment funds	$	2	$	28	$	—	$	30
Equities:
U.S. equities (domestic)		452		—		—		452
International equities (non-U.S.)		50		118		—		168
Global equities (domestic and non-U.S.)		11		149		—		160
Fixed income:
Treasury and government issued (a)		—		149		1		150
Government related (b)		—		12		2		14
Mortgage-backed securities (c)		—		87		—		87
Corporate		—		96		1		97
Other:
Hedge funds		—		—		211		211
Private equity funds		—		—		58		58
Real estate funds		7		—		44		51
Diversified commodities funds		—		15		—		15

	$	522	$	654	$	317	$	1,493

December 31, 2010
Cash and short-term investment funds	$	5	$	31	$	—	$	36
Equities:
U.S. equities (domestic)		444		—		—		444
International equities (non-U.S.)		53		121		—		174
Global equities (domestic and non-U.S.)		18		140		—		158
Fixed income:
Treasury and government issued (a)		—		98		3		101
Government related (b)		—		14		3		17
Mortgage-backed securities (c)		—		61		—		61
Corporate		—		93		1		94
Other:
Hedge funds		—		—		187		187
Private equity funds		—		—		40		40
Real estate funds		7		—		32		39
Diversified commodities funds		—		14		—		14

	$	527	$	572	$	266	$	1,365

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(a)

Includes securities issued and guaranteed by U.S. and non-U.S. governments.

(b)

Primarily consists of securities issued by governmental agencies and municipalities.

(c)

Comprised of U.S. residential and commercial mortgage-backed securities.

Cash and short-term investment funds consist of cash on hand and short-term investment funds. The short-term investment funds provide for daily investments and redemptions and are valued and carried at a $1 net asset value (NAV) per fund share. Cash on hand is classified as Level 1 and short-term investment funds are classified as Level 2.

Equities consist of equity securities issued by U.S. and non-U.S. corporations as well as commingled investment funds that invest in equity securities. Individually held equity securities are traded actively on exchanges and price quotes for these shares are readily available. Individual equity securities are classified as Level 1. Commingled fund values reflect the NAV per fund share, derived from the quoted prices in active markets of the underlying securities. Equity commingled funds are classified as Level 2.

Fixed income investments consist of securities issued by the U.S. government, non-U.S. governments, governmental agencies, municipalities and corporations, and agency and non-agency mortgage-backed securities. This investment category also includes commingled investment funds that invest in fixed income securities. Individual fixed income securities are generally priced on the basis of evaluated prices from independent pricing services. Such prices are monitored and provided by an independent, third-party custodial firm responsible for safekeeping plan assets. Individual fixed income securities are classified as Level 2 or 3. Commingled fund values reflect the NAV per fund share, derived indirectly from observable inputs or from quoted prices in less liquid markets of the underlying securities. Fixed income commingled funds are classified as Level 2.

Other investments consist of exchange-traded real estate investment trust securities as well as commingled fund and limited partnership investments in hedge funds, private equity, real estate and diversified commodities. Exchange-traded securities are classified as Level 1. Commingled fund values reflect the NAV per fund share and are classified as Level 2 or 3. Private equity and real estate limited partnership values reflect information reported by the fund managers, which include inputs such as cost, operating results, discounted future cash flows, market based comparable data and independent appraisals from third-party sources with professional qualifications. Hedge funds, private equity and non-exchange-traded real estate investments are classified as Level 3.

The following tables provide changes in financial assets that are measured at fair value based on Level 3 inputs that are held by institutional funds classified as:


	Fixed Income*			Hedge Funds			Private Equity Funds		Real Estate Funds		Total


	(Millions of dollars)
Balance at January 1, 2010	$	8		$	143		$	29	$	14	$	194
Actual return on plan assets:
Related to assets held at December 31, 2010		—			6			1		1		8
Related to assets sold during 2010		—			—			—		—		—
Purchases, sales or other settlements		1			38			10		17		66
Net transfers in (out) of Level 3		(2	)		—			—		—		(2	)

Balance at December 31, 2010		7			187			40		32		266

Actual return on plan assets:
Related to assets held at December 31, 2011		—			(5	)		9		2		6
Related to assets sold during 2011		—			2			—		—		2
Purchases, sales or other settlements		(3	)		27			9		10		43
Net transfers in (out) of Level 3		—			—			—		—		—

Balance at December 31, 2011	$	4		$	211		$	58	$	44	$	317

*	Fixed Income includes treasury and government issued, government related, mortgage-backed and corporate securities.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Corporation has budgeted contributions of approximately $150 million to its funded pension plans in 2012.

Estimated future benefit payments by the funded and unfunded pension plans and the postretirement medical plan, which reflect expected future service, are as follows (in millions of dollars):


2012	$	82
2013		95
2014		95
2015		102
2016		118
Years 2017 to 2021		650

The Corporation also contributes to several defined contribution plans for eligible employees. Employees may contribute a portion of their compensation to the plans and the Corporation matches a portion of the employee contributions. The Corporation recorded expense of $28 million in 2011 and $24 million in both 2010 and 2009 for contributions to these plans.

14.

Income Taxes

The provision for (benefit from) income taxes consisted of:


	2011			2010			2009
	(Millions of dollars)
United States Federal
Current	$	202		$	151		$	39
Deferred		(588	)		(309	)		(284	)
State		17			46			(15	)

		(369	)		(112	)		(260	)

Foreign
Current		1,185			1,515			1,143
Deferred		(60	)		(230	)		(168	)

		1,125			1,285			975

Adjustment of deferred tax liability for foreign income tax rate change*		29			—			—

Total provision for income taxes	$	785		$	1,173		$	715

*	Reflects the July 2011 enactment of an increase in the United Kingdom supplementary income tax rate to 32% from 20%.

Income (loss) before income taxes consisted of the following:


	2011		2010			2009
	(Millions of dollars)
United States*	$	211	$	(108	)	$	(711	)
Foreign**		2,250		3,419			2,233

Total income before income taxes	$	2,461	$	3,311		$	1,522

*	Includes substantially all of the Corporation’s interest expense and the results of hedging activities.

**	Foreign income includes the Corporation’s Virgin Islands and other operations located outside of the United States.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

A summary of the components of deferred tax liabilities, deferred tax assets and taxes deferred at December 31 follows:


	2011			2010
	(Millions of dollars)
Deferred tax liabilities
Property, plant and equipment	$	(3,742	)	$	(4,026	)
Other		(125	)		(52	)

Total deferred tax liabilities		(3,867	)		(4,078	)

Deferred tax assets
Net operating loss carryforwards		1,204			896
Tax credit carryforwards		396			244
Property, plant and equipment and investments		2,217			1,852
Investment in HOVENSA		331			—
Accrued compensation and other liabilities		508			391
Asset retirement obligations		438			369
Other		332			302

Total deferred tax assets		5,426			4,054
Valuation allowances*		(1,071	)		(444	)

Total deferred tax assets, net		4,355			3,610

Net deferred tax assets (liabilities)	$	488		$	(468	)

*	The increase in the valuation allowances from 2010 to 2011 is principally attributable to operating loss and tax credit carry forwards and other deductible temporary differences originating in the current year.

At December 31, 2011, the Corporation has recognized a gross deferred tax asset related to net operating loss carryforwards of $1,204 million before application of the valuation allowances. The deferred tax asset is comprised of approximately $920 million attributable to foreign net operating losses, which begin to expire in 2020, $90 million attributable to United States federal operating losses which begin to expire in 2020 and $194 million attributable to losses in various states which begin to expire in 2012. At December 31, 2011, the Corporation has federal, state and foreign alternative minimum tax credit carryforwards of approximately $140 million, which can be carried forward indefinitely and approximately $1 million of other business credit carryforwards. Foreign tax credit carryforwards, which begin to expire in 2016, total $255 million. Included within Property, plant and equipment and investments in the foregoing table are taxes deferred, resulting from intercompany transactions eliminated in consolidation related to transfers of property, plant and equipment remaining within the consolidated group.

In the Consolidated Balance Sheet at December 31, deferred tax assets and liabilities from the preceding table are netted by taxing jurisdiction, combined with taxes deferred on intercompany transactions, and are recorded in the following captions:


	2011			2010
	(Millions of dollars)
Other current assets	$	398		$	386
Deferred income taxes (long-term asset)		2,941			2,167
Accrued liabilities		(8	)		(26	)
Deferred income taxes (long-term liability)		(2,843	)		(2,995	)

Net deferred tax assets (liabilities)	$	488		$	(468	)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The difference between the Corporation’s effective income tax rate and the United States statutory rate is reconciled below:


	2011			2010			2009
United States statutory rate		35.0	%		35.0	%		35.0	%
Effect of foreign operations*		(2.9	)		9.4			15.2
State income taxes, net of Federal income tax		0.4			0.9			(1.2	)
Gains on asset sales		(5.0	)		(10.4	)		—
Effect of equity loss and operations related to HOVENSA		2.8			3.1			—
Other		1.6			(2.6	)		(2.0	)

Total		31.9	%		35.4	%		47.0	%

*	The decrease in the effective income tax rate in 2011 compared with 2010 attributable to the effect of foreign operations relates to a change in the proportion of income earned among foreign jurisdictions, with the suspension of Libyan operations providing the highest impact.

Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits:


	2011			2010
	(Millions of dollars)
Balance at January 1	$	400		$	271
Additions based on tax positions taken in the current year		62			152
Additions based on tax positions of prior years		20			57
Reductions based on tax positions of prior years		(8	)		(2	)
Reductions due to settlements with taxing authorities		(59	)		(77	)
Reductions due to lapse of statutes of limitation		—			(1	)

Balance at December 31	$	415		$	400

At December 31, 2011, the unrecognized tax benefits include $331 million, which if recognized, would affect the Corporation’s effective income tax rate. Over the next 12 months, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by $30 to $40 million due to settlements with taxing authorities and lapsing of statutes of limitation. The Corporation had accrued interest and penalties related to unrecognized tax benefits of approximately $42 million as of December 31, 2011 and approximately $16 million as of December 31, 2010.

The Corporation has not recognized deferred income taxes for that portion of undistributed earnings of foreign subsidiaries expected to be indefinitely reinvested in foreign operations. The Corporation had undistributed earnings from foreign subsidiaries expected to be indefinitely reinvested in foreign operations of approximately $5.2 billion at December 31, 2011. If these earnings were not indefinitely reinvested, a deferred tax liability of approximately $1.8 billion would be recognized, not accounting for the potential utilization of foreign tax credits in the United States.

The Corporation and its subsidiaries file income tax returns in the United States and various foreign jurisdictions. The Corporation is no longer subject to examinations by income tax authorities in most jurisdictions for years prior to 2005.

Income taxes paid (net of refunds) in 2011, 2010 and 2009 amounted to $1,384 million, $1,450 million and $1,177 million, respectively.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

15.

Outstanding and Weighted Average Common Shares

The following table provides the changes in the Corporation’s outstanding common shares:


	2011		2010		2009
	(Thousands of shares)
Balance at January 1		337,681		327,229		326,133
Issued for an acquisition*		—		8,602		—
Activity related to restricted common stock awards, net		579		770		680
Employee stock options		1,716		1,080		416

Balance at December 31		339,976		337,681		327,229

*	See Note 2, Acquisitions and Dispositions in the notes to the Consolidated Financial Statements.

The weighted average number of common shares used in the basic and diluted earnings per share computations for each year is summarized below:

2011

2010

2009

(Thousands of shares)

Common shares — basic

336,901

325,999

323,890

Effect of dilutive securities

Stock options

1,617

829

836

Restricted common stock

1,380

1,449

1,239

Common shares — diluted

339,898

328,277

325,965

The calculation of weighted average common shares excludes the effect of 3,490,000, 5,157,000 and 4,050,000 out-of-the-money stock options for 2011, 2010 and 2009, respectively. Cash dividends on common stock totaled $0.40 per share ($0.10 per quarter) during 2011, 2010 and 2009.

16.

Leased Assets

The Corporation and certain of its subsidiaries lease gasoline stations, drilling rigs, tankers, office space and other assets for varying periods under contractual obligations accounted for as operating leases. Certain operating leases provide an option to purchase the related property at fixed prices. At December 31, 2011, future minimum rental payments applicable to non-cancelable operating leases with remaining terms of one year or more (other than oil and gas property leases) are as follows (in millions of dollars):


2012	$	531
2013		672
2014		523
2015		199
2016		121
Remaining years		1,164

Total minimum lease payments		3,210
Less: income from subleases		47

Net minimum lease payments	$	3,163

Operating lease expenses for drilling rigs used to drill development wells and successful exploration wells are capitalized.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Rental expense was as follows:


	2011		2010		2009
	(Millions of dollars)
Total rental expense	$	348	$	273	$	266
Less: income from subleases		12		13		11

Net rental expense	$	336	$	260	$	255

17.

Risk Management and Trading Activities

In the normal course of its business, the Corporation is exposed to commodity risks related to changes in the prices of crude oil, natural gas, refined petroleum products and electricity, as well as to changes in interest rates and foreign currency values. In the disclosures that follow, risk management activities are referred to as energy marketing and corporate risk management activities. The Corporation also has trading operations, principally through a 50% voting interest in a consolidated partnership, that trades energy-related commodities, securities and derivatives. These activities are also exposed to commodity price risks primarily related to the prices of crude oil, natural gas, refined petroleum products and electricity.

The Corporation maintains a control environment under the direction of its chief risk officer and through its corporate risk policy, which the Corporation’s senior management has approved. Controls include volumetric, term and value at risk limits. The chief risk officer must approve the use of new instruments or commodities. Risk limits are monitored and are reported on a daily basis to business units and senior management. The Corporation’s risk management department also performs independent verifications of sources of fair values and validations of valuation models. These controls apply to all of the Corporation’s risk management and trading activities, including the consolidated trading partnership. The Corporation’s treasury department is responsible for administering and monitoring foreign exchange and interest rate hedging programs.

Following is a description of the Corporation’s activities that use derivatives as part of their operations and strategies. Derivatives include both financial instruments and forward purchase and sale contracts. Gross notional amounts of both long and short positions are presented in the volume tables below. These amounts include long and short positions that offset in closed positions and have not reached contractual maturity. Gross notional amounts do not quantify risk or represent assets or liabilities of the Corporation, but are used in the calculation of cash settlements under the contracts.

Energy Marketing Activities: In its energy marketing activities, the Corporation sells refined petroleum products, natural gas and electricity principally to commercial and industrial businesses at fixed and floating prices for varying periods of time. Commodity contracts such as futures, forwards, swaps and options, together with physical assets such as storage and pipeline capacity, are used to obtain supply and reduce margin volatility or lower costs related to sales contracts with customers.

The table below shows the gross volume of the Corporation’s energy marketing commodity contracts outstanding:


	At December 31,
	2011		2010
Crude oil and refined petroleum products (millions of barrels)		28		30
Natural gas (millions of mcf)		2,616		2,210
Electricity (millions of megawatt hours)		244		301

The changes in fair value of certain energy marketing commodity contracts that are not designated as hedges are recognized currently in earnings. Revenues from the sales contracts are recognized in Sales and other

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

operating revenues in the Statement of Consolidated Income, while supply contract purchases and net settlements from financial derivatives related to these energy marketing activities are recognized in Cost of products sold in the Statement of Consolidated Income. Net realized and unrealized pre-tax gains on derivative contracts not designated as hedges amounted to $65 million in 2011, $247 million in 2010 and $102 million in 2009.

At December 31, 2011, a portion of energy marketing commodity contracts are designated as cash flow hedges to hedge variability of expected future cash flows of forecasted supply transactions. The length of time over which the Corporation hedges exposure to variability in future cash flows is predominantly one year or less. For contracts outstanding at December 31, 2011, the maximum duration was approximately two years. The Corporation records the effective portion of changes in the fair value of cash flow hedges as a component of Accumulated other comprehensive income (loss) in the Consolidated Balance Sheet. Amounts recorded in Accumulated other comprehensive income (loss) are reclassified into Cost of products sold in the Statement of Consolidated Income in the same period that the hedged item is recognized in earnings. The ineffective portion of changes in fair value of cash flow hedges is recognized immediately in Cost of products sold.

The after-tax deferred losses relating to energy marketing activities recorded in Accumulated other comprehensive income (loss) were $64 million and $147 million at December 31, 2011 and 2010, respectively. The Corporation estimates that a loss of approximately $44 million will be reclassified into earnings over the next twelve months. During 2011, 2010 and 2009, the Corporation reclassified after-tax losses from Accumulated other comprehensive income (loss) of $105 million, $318 million and $596 million ($172 million, $527 million and $955 million of pre-tax losses), respectively. The amounts of ineffectiveness were a loss of $4 million in 2011, a gain of $2 million in 2010 and a loss of $2 million in 2009. The pre-tax amount of deferred hedge losses is reflected in Accounts payable and the related income tax benefits are recorded as deferred income tax assets, which are included in Other current assets in the Consolidated Balance Sheet.

Corporate Risk Management: Corporate risk management activities include transactions designed to reduce risk in the selling prices of crude oil, refined petroleum products or natural gas produced by the Corporation or to reduce exposure to foreign currency or interest rate movements. Generally, futures, swaps or option strategies may be used to fix the forward selling price of a portion of the Corporation’s crude oil, refined petroleum products or natural gas production. Forward contracts may also be used to purchase certain currencies in which the Corporation does business with the intent of reducing exposure to foreign currency fluctuations. These forward contracts comprise various currencies including the British Pound and Thai Baht. Interest rate swaps may be used to convert interest payments on certain long-term debt from fixed to floating rates.

The table below shows the gross volume of Corporate risk management derivative contracts outstanding:


	At December 31,
	2011		2010
Commodity, primarily crude oil (millions of barrels)		51		35
Foreign exchange (millions of U.S. Dollars)	$	900	$	1,025
Interest rate swaps (millions of U.S. Dollars)	$	895	$	310

During 2008, the Corporation closed Brent crude oil cash flow hedges covering 24,000 barrels per day through 2012, by entering into offsetting contracts with the same counterparty. As a result, the valuation of those contracts is no longer subject to change due to price fluctuations. The deferred hedge losses as of the date that the hedges were closed are being recorded in earnings as the hedged transactions occur. Hedging activities primarily related to closed Brent crude oil positions decreased Exploration and Production Sales and other operating revenues by $517 million in 2011 and $533 million in both 2010 and 2009 ($327 million, $338 million and $337 million after-taxes, respectively).

During the fourth quarter of 2011, the Corporation entered into Brent crude oil hedges using fixed-price swap contracts to hedge the variability of expected future cash flows from 90,000 barrels per day of forecasted

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

crude oil sales volumes for the full year of 2012. In January 2012, the Corporation entered into additional Brent crude oil hedges of 30,000 barrels per day for the full year of 2012. The average price for these hedges is $107.70 per barrel. The Corporation records the effective portion of changes in the fair value of cash flow hedges as a component of Accumulated other comprehensive income (loss). Amounts recorded in Accumulated other comprehensive income (loss) are reclassified into Sales and other operating revenues in the Statement of Consolidated Income in the same period that the hedged item is recognized in earnings. The ineffective portion of changes in the fair value of cash flow hedges is recognized immediately in Sales and other operating revenues.

The after-tax deferred losses in Accumulated other comprehensive income (loss) related to Brent crude oil hedges were $286 million and $638 million at December 31, 2011 and 2010, respectively. The entire amount of net after-tax deferred losses of $286 million as of December 31, 2011 will be reclassified into earnings during 2012. In 2011, the amount of ineffectiveness from Brent crude oil hedges was a gain of $9 million.

As a result of changes in the fair value of cash flow hedge positions used in the Corporation’s Energy Marketing and Corporate Risk Management Activities, pre-tax deferred losses in Accumulated other comprehensive income (loss) decreased by $5 million in 2011, increased by $324 million in 2010 and $1,148 million in 2009 ($2 million, $198 million and $729 million after-tax, respectively).

At December 31, 2011 and 2010, the Corporation had interest rate swaps with gross notional amounts of $895 million and $310 million, respectively, which were designated as fair value hedges. Changes in the fair value of interest rate swaps and the hedged fixed-rate debt are recorded in Interest expense in the Statement of Consolidated Income. For the years ended December 31, 2011 and 2010, the Corporation recorded increases of $45 million and $8 million (excluding accrued interest), respectively, in the fair value of interest rate swaps and a corresponding adjustment in the carrying value of the hedged fixed-rate debt.

Foreign exchange contracts are not designated as hedges. Gains or losses on foreign exchange contracts are recognized immediately in Other, net in Revenues and non-operating income in the Statement of Consolidated Income.

Net realized and unrealized pre-tax gains (losses) on derivative contracts used for Corporate risk management and not designated as hedges amounted to the following:


	Year Ended December 31,
	2011			2010			2009
	(Millions of dollars)
Commodity	$	1		$	(7	)	$	9
Foreign exchange		(15	)		(7	)		86

Total	$	(14	)	$	(14	)	$	95

Trading Activities: Trading activities are conducted principally through a trading partnership in which the Corporation has a 50% voting interest. This consolidated entity intends to generate earnings through various strategies primarily using energy-related commodities, securities and derivatives. The Corporation also takes trading positions for its own account. The information that follows represents 100% of the trading partnership and the Corporation’s proprietary trading accounts.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below shows the gross volume of derivative contracts outstanding relating to trading activities:


	At December 31,
	2011		2010
Commodity
Crude oil and refined petroleum products (millions of barrels)		2,169		3,328
Natural gas (millions of mcf)		4,203		4,699
Electricity (millions of megawatt hours)		304		79
Foreign exchange (millions of U.S. Dollars)	$	581	$	506
Other
Interest rate (millions of U.S. Dollars)	$	182	$	205
Equity securities (millions of shares)		16		35

Pre-tax unrealized and realized gains (losses) recorded in Sales and other operating revenues in the Statement of Consolidated Income from trading activities amounted to the following:


	Year Ended December 31,
	2011			2010		2009
	(Millions of dollars)
Commodity	$	44		$	88	$	196
Foreign exchange		—			5		23
Other		(28	)		10		17

Total	$	16		$	103	$	236

Fair Value Measurements: The Corporation determines fair value in accordance with the fair value measurements accounting standard (ASC 820 – Fair Value Measurements and Disclosures), which established a hierarchy that categorizes the sources of inputs, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using related market data (Level 3).

When Level 1 inputs are available within a particular market, those inputs are selected for determination of fair value over Level 2 or 3 inputs in the same market. To value derivatives that are characterized as Level 2 and 3, the Corporation uses observable inputs for similar instruments that are available from exchanges, pricing services or broker quotes. These observable inputs may be supplemented with other methods, including internal extrapolation, that result in the most representative prices for instruments with similar characteristics. Multiple inputs may be used to measure fair value, however, the level of fair value for each physical derivative and financial asset or liability presented below is based on the lowest significant input level within this fair value hierarchy.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table provides the Corporation’s net physical derivative and financial assets and (liabilities) that are measured at fair value based on this hierarchy:


	Level 1			Level 2			Level 3			Collateral and counterparty netting			Balance
	(Millions of dollars)
December 31, 2011
Assets
Derivative contracts
Commodity	$	135		$	1,188		$	511		$	(67	)	$	1,767
Interest rate and other		—			66			—			—			66
Collateral and counterparty netting		(33	)		(148	)		(4	)		(121	)		(306	)

Total derivative contracts		102			1,106			507			(188	)		1,527
Other assets measured at fair value on a recurring basis		7			34			—			(2	)		39

Total assets	$	109		$	1,140		$	507		$	(190	)	$	1,566

Liabilities
Derivative contracts
Commodity	$	(191	)	$	(1,501	)	$	(650	)	$	67		$	(2,275	)
Foreign exchange		—			(15	)		—			—			(15	)
Other		—			(18	)		(2	)		—			(20	)
Collateral and counterparty netting		33			148			4			117			302

Total derivative contracts		(158	)		(1,386	)		(648	)		184			(2,008	)
Other liabilities measured at fair value on a recurring basis		—			(52	)		(2	)		2			(52	)

Total liabilities	$	(158	)	$	(1,438	)	$	(650	)	$	186		$	(2,060	)

December 31, 2010
Assets
Derivative contracts
Commodity	$	65		$	1,308		$	883		$	(304	)	$	1,952
Foreign exchange		—			1			—			—			1
Interest rate and other		—			17			—			—			17
Collateral and counterparty netting		(1	)		(274	)		(19	)		(213	)		(507	)

Total derivative contracts		64			1,052			864			(517	)		1,463
Other assets measured at fair value on a recurring basis		20			49			3			—			72

Total assets	$	84		$	1,101		$	867		$	(517	)	$	1,535

Liabilities
Derivative contracts
Commodity	$	(324	)	$	(2,519	)	$	(474	)	$	304		$	(3,013	)
Foreign exchange		—			(12	)		—			—			(12	)
Other		—			(10	)		—			—			(10	)
Collateral and counterparty netting		1			274			19			34			328

Total derivative contracts		(323	)		(2,267	)		(455	)		338			(2,707	)
Other liabilities measured at fair value on a recurring basis		—			—			—			—			—

Total liabilities	$	(323	)	$	(2,267	)	$	(455	)	$	338		$	(2,707	)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table provides changes in physical derivative and financial assets and liabilities that are measured at fair value based on Level 3 inputs:


	Year Ended December 31,
	2011			2010
	(Millions of dollars)
Balance at January 1	$	412		$	84
Unrealized pre-tax gains (losses)
Included in earnings		(52	)		169
Included in other comprehensive income		25			101
Purchases		2,294			1,141
Sales		(2,524	)		(1,090	)
Settlements		(115	)		32
Transfers into Level 3		(114	)		30
Transfers out of Level 3		(69	)		(55	)

Balance at December 31	$	(143	)	$	412

Purchases and sales in the table above primarily represent option premiums paid or received, respectively, during the reporting period. Settlements represent realized gains and losses on derivatives settled during the reporting period.

The following table provides net transfers into and out of each level of the fair value hierarchy:


	Year Ended December 31,
	2011			2010
	(Millions of dollars)
Transfers into Level 1	$	(17	)	$	14
Transfers out of Level 1		297			28

	$	280		$	42

Transfers into Level 2	$	—		$	312
Transfers out of Level 2		(97	)		(329	)

	$	(97	)	$	(17	)

Transfers into Level 3	$	(114	)	$	30
Transfers out of Level 3		(69	)		(55	)

	$	(183	)	$	(25	)

The Corporation’s policy is to recognize transfers in and transfers out as of the end of the reporting period. Transfers between levels result from the passage of time as contracts move closer to their maturities, fluctuations in the market liquidity for certain contracts and/or changes in the level of significance of fair value measurement inputs.

In addition to the financial assets and liabilities disclosed in the tables above, the Corporation had other short-term financial instruments, primarily cash equivalents and accounts receivable and payable, for which the carrying value approximated their fair value at December 31, 2011 and December 31, 2010. Outstanding long-term debt had a carrying value of $6,040 million, compared with a fair value of $7,317 million at December 31, 2011, and a carrying value of $5,569 million, compared with a fair value of $6,353 million at December 31, 2010.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below reflects the gross and net fair values of the Corporation’s risk management and trading derivative instruments:


	Accounts Receivable			Accounts Payable
	(Millions of dollars)
December 31, 2011
Derivative contracts designated as hedging instruments
Commodity	$	181		$	(216	)
Other		61			(3	)

Total derivative contracts designated as hedging instruments		242			(219	)

Derivative contracts not designated as hedging instruments*
Commodity		9,350			(9,823	)
Foreign exchange		6			(21	)
Other		12			(24	)

Total derivative contracts not designated as hedging instruments		9,368			(9,868	)

Gross fair value of derivative contracts		9,610			(10,087	)
Master netting arrangements		(7,962	)		7,962
Cash collateral (received) posted		(121	)		117

Net fair value of derivative contracts	$	1,527		$	(2,008	)

December 31, 2010
Derivative contracts designated as hedging instruments
Commodity	$	225		$	(483	)
Other		10			(2	)

Total derivative contracts designated as hedging instruments		235			(485	)

Derivative contracts not designated as hedging instruments*
Commodity		11,581			(12,383	)
Foreign exchange		7			(19	)
Other		31			(32	)

Total derivative contracts not designated as hedging instruments		11,619			(12,434	)

Gross fair value of derivative contracts		11,854			(12,919	)
Master netting arrangements		(10,178	)		10,178
Cash collateral (received) posted		(213	)		34

Net fair value of derivative contracts	$	1,463		$	(2,707	)

*	Includes trading derivatives and derivatives used for risk management.

The Corporation generally enters into master netting arrangements to mitigate counterparty credit risk. Master netting arrangements are standardized contracts that govern all specified transactions with the same counterparty and allow the Corporation to terminate all contracts upon occurrence of certain events, such as a counterparty’s default or bankruptcy. Where these arrangements provide the right of offset and the Corporation’s intent and practice is to offset amounts in the case of contract terminations, the Corporation records fair value on a net basis.

Credit Risk: The Corporation is exposed to credit risks that may at times be concentrated with certain counterparties, groups of counterparties or customers. Accounts receivable are generated from a diverse domestic and international customer base. The Corporation’s net receivables at December 31, 2011 are concentrated with the

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

following counterparty and customer industry segments: Integrated Oil Companies —29%, Government Entities — 10%, Services —9%, Trading Companies —8%, Real Estate —8% and Manufacturing —7%. The Corporation reduces its risk related to certain counterparties by using master netting arrangements and requiring collateral, generally cash or letters of credit. The Corporation records the cash collateral received or posted as an offset to the fair value of derivatives executed with the same counterparty. At December 31, 2011 and 2010, the Corporation held cash from counterparties of $121 million and $213 million, respectively. The Corporation posted cash to counterparties at December 31, 2011 and 2010 of $117 million and $34 million, respectively.

At December 31, 2011, the Corporation had outstanding letters of credit totaling $1,698 million, primarily issued to satisfy margin requirements. Certain of the Corporation’s agreements also contain contingent collateral provisions that could require the Corporation to post additional collateral if the Corporation’s credit rating declines. As of December 31, 2011, the net liability related to derivatives with contingent collateral provisions was approximately $962 million before cash collateral posted of $3 million. At December 31, 2011, all three major credit rating agencies that rate the Corporation’s debt had assigned an investment grade rating. If two of the three agencies were to downgrade the Corporation’s rating to below investment grade, as of December 31, 2011, the Corporation would be required to post additional collateral of approximately $189 million.

18.

Guarantees and Contingencies

The Corporation has $67 million in letters of credit for which it is contingently liable. The Corporation also has a contingent purchase obligation to acquire the remaining interest in WilcoHess, a retail gasoline station joint venture. This contingent obligation, which expires in April 2014, was approximately $205 million at December 31, 2011.

The Corporation is subject to loss contingencies with respect to various lawsuits, claims and other proceedings, including environmental matters. A liability is recognized in the Corporation’s consolidated financial statements when it is probable a loss has been incurred and the amount can be reasonably estimated. If the risk of loss is probable, but the amount cannot be reasonably estimated or the risk of loss is only reasonably possible, a liability is not accrued; however, the Corporation discloses the nature of those contingencies.

The Corporation, along with many other companies engaged in refining and marketing of gasoline, has been a party to lawsuits and claims related to the use of methyl tertiary butyl ether (MTBE) in gasoline. A series of similar lawsuits, many involving water utilities or governmental entities, were filed in jurisdictions across the United States against producers of MTBE and petroleum refiners who produced gasoline containing MTBE, including the Corporation. The principal allegation in all cases was that gasoline containing MTBE is a defective product and that these parties are strictly liable in proportion to their share of the gasoline market for damage to groundwater resources and are required to take remedial action to ameliorate the alleged effects on the environment of releases of MTBE. In 2008, the majority of the cases against the Corporation were settled. In 2010 and 2011, additional cases were settled including an action brought in state court by the State of New Hampshire. Two cases brought by the State of New Jersey and the Commonwealth of Puerto Rico remain unresolved. In 2007, a pre-tax charge of $40 million was recorded to cover all of the known MTBE cases against the Corporation.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

shut down its refinery, which was announced in January 2012, HOVENSA believes that it will not be required to make material capital expenditures pursuant to this consent decree. The Corporation believes that it will also enter into a consent decree with the EPA in the near future to resolve these matters as they relate to its Port Reading refinery facility, which is not expected to have a material adverse impact on the financial condition, results of operations or cash flows of the Corporation. In addition, many states and localities are adopting requirements that mandate a low sulfur content of fuel oils and restrict the types of fuel sold within their jurisdictions. These proposals could require capital expenditures by the Corporation for its Port Reading refining facility to meet the required sulfur content standards or other changes in the marketing of fuel oils and affect the profitability of that facility.

The United States Deep Water Royalty Relief Act of 1995 (the Act) implemented a royalty relief program that relieves eligible leases issued between November 28, 1995 and November 28, 2000 from paying royalties on deepwater production in Federal Outer Continental Shelf lands. The Act does not impose any price thresholds in order to qualify for the royalty relief. The U.S. Minerals Management Service (MMS, predecessor to the Bureau of Ocean Energy Management, Regulation and Enforcement) created regulations that included pricing requirements to qualify for the royalty relief provided in the Act. During the period from 2003 to 2009, the Corporation accrued the royalties imposed by the MMS regulations. The legality of the thresholds imposed by the MMS was challenged in the federal courts and, in October 2009, the U.S. Supreme Court decided not to review the appellate court’s decision against the MMS. As a result, the Corporation recognized a pre-tax gain of $143 million ($89 million after income taxes) in 2009 to reverse all previously recorded royalties. The pre-tax gain is reported in Other, net in the Statement of Consolidated Income.

19.

Segment Information

The Corporation has two operating segments that comprise the structure used by senior management to make key operating decisions and assess performance. These are (1) Exploration and Production and (2) Marketing and Refining. The Exploration and Production segment explores for, develops, produces, purchases, transports and sells crude oil and natural gas. The Marketing and Refining segment manufactures refined petroleum products and purchases, markets and trades refined petroleum products, natural gas and electricity.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents financial data by segment for each of the three years ended December 31:


	Exploration and Production		Marketing and Refining			Corporate and Interest			Consolidated (a)
			(Millions of dollars)
2011
Operating revenues
Total operating revenues (b)	$	10,646	$	27,936		$	1
Less: Transfers between affiliates		116		1			—

Operating revenues from unaffiliated customers	$	10,530	$	27,935		$	1		$	38,466

Net income (loss) attributable to Hess Corporation	$	2,675	$	(584	)	$	(388	)	$	1,703

Income (loss) from equity investment in
HOVENSA L.L.C.	$	—	$	(1,073	)	$	—		$	(1,073	)
Interest expense		—		—			383			383
Depreciation, depletion and amortization		2,305		88			13			2,406
Asset impairments		358		—			—			358
Provision (benefit) for income taxes		1,313		(273	)		(255	)		785
Investments in affiliates		97		287			—			384
Identifiable assets		32,323		6,302			511			39,136
Capital employed (c)		22,699		2,337			(387	)		24,649
Capital expenditures		6,888		115			3			7,006

2010
Operating revenues
Total operating revenues (b)	$	9,119	$	24,885		$	1
Less: Transfers between affiliates		143		—			—

Operating revenues from unaffiliated customers	$	8,976	$	24,885		$	1		$	33,862

Net income (loss) attributable to Hess Corporation	$	2,736	$	(231	)	$	(380	)	$	2,125

Income (loss) from equity investment in
HOVENSA L.L.C.	$	—	$	(522	)	$	—		$	(522	)
Interest expense		—		—			361			361
Depreciation, depletion and amortization		2,222		82			13			2,317
Asset impairments		532		—			—			532
Provision (benefit) for income taxes		1,417		4			(248	)		1,173
Investments in affiliates		57		386			—			443
Identifiable assets		28,242		6,377			777			35,396
Capital employed (c)		19,803		2,715			(126	)		22,392
Capital expenditures		5,394		82			16			5,492

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


	Exploration and Production		Marketing and Refining			Corporate and Interest			Consolidated (a)
			(Millions of dollars)
2009
Operating revenues
Total operating revenues (b)	$	7,259	$	22,464		$	1
Less: Transfers between affiliates		110		—			—

Operating revenues from unaffiliated customers	$	7,149	$	22,464		$	1		$	29,614

Net income (loss) attributable to Hess Corporation	$	1,042	$	127		$	(429	)	$	740

Income (loss) from equity investment in
HOVENSA L.L.C.	$	—	$	(229	)	$	—		$	(229	)
Interest expense		—		—			360			360
Depreciation, depletion and amortization		2,113		79			8			2,200
Asset impairments		54		—			—			54
Provision (benefit) for income taxes		944		24			(253	)		715
Investments in affiliates		57		856			—			913
Identifiable assets		21,810		6,388			1,267			29,465
Capital employed (c)		14,163		2,979			853			17,995
Capital expenditures		2,800		83			35			2,918

(a)

After elimination of transactions between affiliates, which are valued at approximate market prices.

(b)

Sales and operating revenues are reported net of excise and similar taxes in the Statement of Consolidated Income, which amounted to approximately $2,350 million, $2,200 million and $2,100 million in 2011, 2010 and 2009, respectively.

(c)

Calculated as equity plus debt.

Financial information by major geographic area for each of the three years ended December 31, 2011:


	United States		Europe			Africa		Asia and Other		Consolidated
	(Millions of dollars)
2011
Operating revenues	$	31,813	$	3,137		$	1,782	$	1,734	$	38,466
Property, plant and equipment (net)		11,490		6,826	*		2,355		4,041		24,712
2010
Operating revenues	$	28,066	$	2,109		$	2,271	$	1,416	$	33,862
Property, plant and equipment (net)		8,343		6,764	*		2,573		3,447		21,127
2009
Operating revenues	$	24,611	$	1,771		$	1,898	$	1,334	$	29,614
Property, plant and equipment (net)		5,792		3,930	*		3,617		3,288		16,627

*	Of the total Europe property, plant and equipment (net), Norway represented $5,031 million, $5,002 million and $2,049 million in 2011, 2010 and 2009, respectively.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

20.

Related Party Transactions

The following table presents the Corporation’s related party transactions for the years ended December 31:


	2011		2010		2009
	(Millions of dollars)
Purchases of petroleum products:
HOVENSA*	$	3,806	$	4,307	$	3,659
Sales of petroleum products and crude oil:
WilcoHess		2,898		2,113		1,634
HOVENSA		710		607		530

*	Following the closure of HOVENSA’s refinery in St. Croix as announced in January 2012, the Corporation will no longer purchase 50% of HOVENSA’s production of refined petroleum products, after any sales to unaffiliated parties.

The following table presents the Corporation’s related party accounts receivable (payable) at December 31:


	2011			2010
	(Millions of dollars)

WilcoHess	$	127		$	110
HOVENSA, net		(22	)		(107	)

21.

Subsequent Event

In January 2012, the Corporation completed the sale of its interest in the Snohvit Field (Hess 3%) for proceeds of approximately $135 million, after normal closing adjustments.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

SUPPLEMENTARY OIL AND GAS DATA

(Unaudited)

The Supplementary Oil and Gas Data that follows is presented in accordance with ASC 932, Disclosures about Oil and Gas Producing Activities, and includes (1) costs incurred, capitalized costs and results of operations relating to oil and gas producing activities, (2) net proved oil and gas reserves and (3) a standardized measure of discounted future net cash flows relating to proved oil and gas reserves, including a reconciliation of changes therein.

The Corporation produces crude oil, natural gas liquids and/or natural gas principally in Algeria, Azerbaijan, Denmark, Equatorial Guinea, Gabon (until September 2010), Indonesia, Libya, Malaysia, Norway, Russia, Thailand, the United Kingdom and the United States. Exploration activities are also conducted, or are planned, in additional countries.

Costs Incurred in Oil and Gas Producing Activities


For the Years Ended December 31	Total		United States		Europe (d)		Africa		Asia and Other
	(Millions of dollars)
2011
Property acquisitions (a)
Unproved	$	1,224	$	992	$	—	$	—	$	232
Proved		122		6		116		—		—
Exploration		1,325		525		98		292		410
Production and development capital expenditures (c)		5,645		2,951		1,734		189		771


2010
Property acquisitions (a, b)
Unproved	$	1,887	$	1,849	$	38	$	—	$	—
Proved		1,015		443		572		—		—
Exploration		915		185		58		164		508
Production and development capital expenditures (c)		2,654		1,088		850		289		427


2009
Property acquisitions (a)
Unproved	$	188	$	184	$	2	$	—	$	2
Proved		74		—		—		—		74
Exploration		938		206		69		225		438
Production and development capital expenditures (c)		1,918		807		513		255		343

(a)

Includes wells, equipment and facilities acquired with proved reserves and excludes properties acquired in non-cash property exchanges.

(b)

In 2010, acquisitions include $652 million, representing the non-cash portion of the purchase price for American Oil & Gas Inc., primarily through the issuance of common stock.

(c)

Includes $972 million, $62 million and $(9) million in 2011, 2010 and 2009, respectively, related to the accruals and revisions for asset retirement obligations except obligations acquired in non-cash property exchanges.

(d)

Costs incurred in oil and gas producing activities in Norway, excluding non-monetary exchanges, were as follows for the years ended December 31:


	*2011*		*2010*
	*(Millions of dollars)*
Property acquisitions (a)
Unproved	$	—	$	14
Proved		—		572
Exploration		10		12
Production and development capital expenditures		*741*		469

Capitalized Costs Relating to Oil and Gas Producing Activities


	At December 31,
	2011		2010
	(Millions of dollars)

Unproved properties	$	4,064	$	3,796
Proved properties		3,975		3,496
Wells, equipment and related facilities		29,239		26,064

Total costs		37,278		33,356
Less: reserve for depreciation, depletion, amortization and lease impairment		13,900		13,553

Net capitalized costs	$	23,378	$	19,803

Results of Operations for Oil and Gas Producing Activities

The results of operations shown below exclude non-oil and gas producing activities, primarily gains on sales of oil and gas properties, interest expense, gains and losses resulting from foreign exchange transactions and other non-operating income. Therefore, these results are on a different basis than the net income from Exploration and Production operations reported in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 19, Segment Information in the notes to the Consolidated Financial Statements.

For the Year Ended December 31

Total

United
States

Europe*

Africa

Asia and
Other

(Millions of dollars)

2011

Sales and other operating revenues

Unaffiliated customers

9,931

3,255

3,019

2,081

1,576

Inter-company

116

—

Total revenues

10,047

3,371

3,019

2,081

1,576

Costs and expenses

Production expenses, including related taxes

2,352

660

968

383

341

Exploration expenses, including dry holes and lease impairment

1,195

475

231

413

General, administrative and other expenses

313

190

Depreciation, depletion and amortization

2,305

800

588

502

415

Asset impairments

358

342

—

Total costs and expenses

6,523

2,141

2,030

1,133

1,219

Results of operations before income taxes

3,524

1,230

989

948

357

Provision for income taxes

1,300

473

522

230

Results of operations

2,224

757

467

718

282


For the Years Ended December 31	Total		United States		Europe*		Africa		Asia and Other
	(Millions of dollars)
2010
Sales and other operating revenues
Unaffiliated customers	$	8,601	$	2,310	$	2,251	$	2,750	$	1,290
Inter-company		143		143		—		—		—

Total revenues		8,744		2,453		2,251		2,750		1,290

Costs and expenses
Production expenses, including related taxes		1,924		489		727		455		253
Exploration expenses, including dry holes and lease impairment		865		364		49		143		309
General, administrative and other expenses		281		161		48		20		52
Depreciation, depletion and amortization		2,222		649		463		772		338
Asset impairments		532		—		—		532		—

Total costs and expenses		5,824		1,663		1,287		1,922		952

Results of operations before income taxes		2,920		790		964		828		338
Provision for income taxes		1,425		305		477		580		63

Results of operations	$	1,495	$	485	$	487	$	248	$	275


2009
Sales and other operating revenues
Unaffiliated customers	$	6,725	$	1,501	$	1,827	$	2,193	$	1,204
Inter-company		110		110		—		—		—

Total revenues		6,835		1,611		1,827		2,193		1,204

Costs and expenses
Production expenses, including related taxes		1,805		431		642		480		252
Exploration expenses, including dry holes and lease impairment		829		383		75		159		212
General, administrative and other expenses		255		130		45		22		58
Depreciation, depletion and amortization		2,113		503		419		821		370
Asset impairments		54		—		54		—		—

Total costs and expenses		5,056		1,447		1,235		1,482		892

Results of operations before income taxes		1,779		164		592		711		312
Provision for income taxes		904		64		185		514		141

Results of operations	$	875	$	100	$	407	$	197	$	171

*	Results of operations for oil and gas producing activities in Norway were as follows for the years ended December 31:


	*2011*		*2010*
	*(Millions of dollars)*
Sales and other operating revenues — Unaffiliated customers	$	*996*	$	524
Costs and expenses
Production expenses, including related taxes		*290*		149
Exploration expenses, including dry holes and lease impairment		10		12
General, administrative and other expenses		9		9
Depreciation, depletion and amortization		*232*		133

Total costs and expenses		*541*		303

Results of operations before income taxes		*455*		221
Provision for income taxes		*295*		154

Results of operations	$	*160*	$	67

Oil and Gas Reserves

The Corporation’s proved oil and gas reserves are calculated in accordance with the Securities and Exchange Commission (SEC) regulations and the requirements of the FASB. Proved oil and gas reserves are quantities, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from known reservoirs under existing economic conditions, operating methods and government regulations. The Corporation’s estimation of net recoverable quantities of liquid hydrocarbons and natural gas is a highly technical process performed by internal teams of geoscience professionals and reservoir engineers. Estimates of reserves were prepared by the use of standard engineering and geoscience methods generally recognized in the petroleum industry. The method or combination of methods used in the analysis of each reservoir is based on the maturity of the reservoir, the completeness of the subsurface data available at the time of the estimate, the stage of reservoir development and the production history. Where applicable, reliable technologies may be used in reserve estimation, as defined in the SEC regulations. These technologies, including computational methods, must have been field tested and demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. In order for reserves to be classified as proved, any required government approvals must be obtained and depending on the cost of the project, either senior management or the Board of Directors must commit to fund the development. The Corporation’s proved reserves are subject to certain risks and uncertainties, which are discussed in Item 1A, Risk Factors Related to Our Business and Operations of this Form 10-K.

Internal Controls

The Corporation maintains internal controls over its oil and gas reserve estimation process which are administered by the Corporation’s Senior Vice President of E&P Technology and its Chief Financial Officer. Estimates of reserves are prepared by technical staff that work directly with the oil and gas properties using standard reserve estimation guidelines, definitions and methodologies. Each year, reserve estimates for a selection of the Corporation’s assets are subject to internal technical audits and reviews. In addition, an independent third party reserve engineer reviews and audits a significant portion of the Corporation’s reported reserves (see below). Reserve estimates are reviewed by senior management and the Board of Directors.

Qualifications

The person primarily responsible for overseeing the preparation of the Corporation’s oil and gas reserves is Mr. Scott Heck, Senior Vice President of E&P Technology. Mr. Heck is a member of the Society of Petroleum Engineers and has over 30 years of experience in the oil and gas industry with a BS degree in Petroleum Engineering. His experience includes over 15 years primarily focused on oil and gas subsurface understanding and reserves estimation in both domestic and international areas. The Corporation’s upstream technology organization, which Mr. Heck manages, focuses on oil and gas industry subsurface and reservoir engineering technologies and evaluation techniques. Mr. Heck is also responsible for the Corporation’s Global Reserves group, which is the internal organization responsible for establishing the policies and processes used within the operating units to estimate reserves and perform internal technical reserve audits and reviews.

Reserves Audit

The Corporation engaged the consulting firm of DeGolyer and MacNaughton (D&M) to perform an audit of the internally prepared reserve estimates on certain fields aggregating 81% of 2011 year-end reported reserve quantities on a barrel of oil equivalent basis (76% in 2010). The purpose of this audit was to provide additional assurance on the reasonableness of internally prepared reserve estimates and compliance with SEC regulations. The D&M letter report, dated January 31, 2012, on the Corporation’s estimated oil and gas reserves was prepared using standard geological and engineering methods generally recognized in the petroleum industry. D&M is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world for over 70 years. D&M’s letter report on the Corporation’s December 31, 2011 oil and gas reserves is included as an exhibit to this Form 10-K. While the D&M report should be read in its entirety, the report concludes that for the properties reviewed by D&M, the total net proved reserve estimates prepared by Hess and audited by D&M, in the aggregate, differed by approximately 3% of total audited net proved reserves on a barrel of oil equivalent basis. The report also includes among other information, the qualifications of the technical person primarily responsible for overseeing the reserve audit.

Following are the Corporation’s proved reserves for the three years ended December 31, 2011:


	Crude Oil, Condensate & Natural Gas Liquids															Natural Gas
	United States			Europe (h)			Africa			Asia			Total			United States			Europe (h)			Asia and Africa(i)			Total
	(Millions of barrels)															(Millions of mcf)
Net Proved Developed and Undeveloped Reserves
At January 1, 2009 (g)		227			332			324			87			970			276			639			1,858			2,773
Revisions of previous estimates (a)		22			28			34			(7	)		77			46			66			83			195
Extensions, discoveries and other additions		26			1			—			—			27			23			—			—			23
Improved recovery		—			—			—			—			—			—			—			—			—
Purchases of minerals in place		—			—			—			—			—			—			—			101			101
Sales of minerals in place		—			—			—			—			—			—			(1	)		—			(1	)
Production (f)		(26	)		(31	)		(44	)		(6	)		(107	)		(39	)		(62	)		(169	)		(270	)

At December 31, 2009		249			330			314			74			967	(b)		306			642			1,873			2,821

Revisions of previous estimates (a)		68			14			22			(1	)		103			(7	)		(9	)		(23	)		(39	)
Extensions, discoveries and other additions		3			19			—			1			23			14			15			1			30
Improved recovery		—			—			—			—			—			—			—			—			—
Purchases of minerals in place		16			150			—			—			166			13			129			—			142
Sales of minerals in place		—			(13	)		(25	)		(5	)		(43	)		—			(4	)		(89	)		(93	)
Production (f)		(32	)		(34	)		(41	)		(5	)		(112	)		(46	)		(54	)		(163	)		(263	)

At December 31, 2010		304			466			270			64			1,104	(b)		280			719			1,599			2,598

Revisions of previous estimates (a)		33			59			(1	)		(7	)		84			36			7			69			112
Extensions, discoveries and other additions		70			7			5			—			82			85			—			—			85
Improved recovery		—			—			—			—			—			—			—			—			—
Purchases of minerals in place		—			3			—			—			3			1			6			—			7
Sales of minerals in place		—			(7	)		—			—			(7	)		—			(135	)		—			(135	)
Production (f)		(34	)		(34	)		(24	)		(5	)		(97	)		(42	)		(34	)		(168	)		(244	)

At December 31, 2011		373			494			250			52			1,169	(b)		360	(c)		563			1,500			2,423

Net Proved Developed Reserves (d)
At January 1, 2009		119			192			237			23			571			202			502			727			1,431
At December 31, 2009		154			171			241			27			593			205			417			923			1,545
At December 31, 2010		180			210			215			22			627			199			424			692			1,315
At December 31, 2011		190			212			194			25			621			199			273			740			1,212

Net Proved Undeveloped Reserves (e)
At January 1, 2009		108			140			87			64			399			74			137			1,131			1,342
At December 31, 2009		95			159			73			47			374			101			225			950			1,276
At December 31, 2010		124			256			55			42			477			81			295			907			1,283
At December 31, 2011		183			282			56			27			548			161			290			760			1,211

(a)

Includes the impact of changes in selling prices on the reserve estimates for production sharing contracts with cost recovery provisions. Revisions included reductions to crude oil, condensate and natural gas liquids reserves of 11 million barrels, 11 million barrels and 18 million barrels in 2011, 2010 and 2009, respectively, resulting from higher selling prices. Revisions also included reductions to natural gas reserves of 83 million mcf, 62 million mcf and 102 million mcf in 2011, 2010 and 2009, respectively, resulting from higher selling prices.

(b)

Includes 10 million barrels in 2011, 15 million barrels in 2010 and 17 million barrels in 2009 of crude oil reserves relating to a noncontrolling interest owner of a corporate joint venture.

(c)

Excludes approximately 355 million mcf of carbon dioxide gas for sale or use in company operations.

(d)

Natural gas liquids net proved developed reserves were 56 million barrels, 54 million barrels and 41 million barrels at December 31, 2011, 2010 and 2009, respectively, and 36 million barrels at January 1, 2009.

(e)

Natural gas liquids net proved undeveloped reserves were 57 million barrels, 48 million barrels and 30 million barrels at December 31, 2011, 2010 and 2009, respectively, and 22 million barrels at January 1, 2009.

(f)

Natural gas production includes volumes used for fuel.

(g)

Proved reserves at January 1, 2009 were determined by D&M.

(h)

Proved reserves in Norway were as follows:

Crude Oil, Condensate &
Natural Gas Liquids

Natural Gas

2011

2010

2011

2010

(Millions of barrels)

(Millions of mcf)

At January 1

264

136

404

287

Revisions of previous estimates

(16

)

Purchases of minerals in place

—

150

—

130

Sales of minerals in place

)

—

Production

)

(12

)

(12

)

At December 31

293

264

388

404

Net Proved Developed Reserves at December 31

108

137

157

Net Proved Undeveloped Reserves at December 31

185

167

251

247

(i)

Natural gas reserves in Africa were 71 million mcf in 2011, 63 million mcf in 2010 and 71 million mcf in 2009.

Proved undeveloped reserves

The December 31, 2011 oil and gas reserve estimates disclosed above include 548 million barrels of liquid hydrocarbons and 1,211 million mcf of natural gas, or an aggregate of 750 million barrels of oil equivalent (mmboe), classified as proved undeveloped reserves. Overall volumes of proved undeveloped reserves increased by 59 mmboe compared with year-end 2010. Additions and revisions in proved undeveloped reserves from existing fields amounted to 146 mmboe, primarily in the United States, Norway and the United Kingdom. These increases resulted from ongoing technical assessments, performance evaluations and development activities. In 2011, 85 mmboe were converted from proved undeveloped reserves to proved developed reserves resulting from continuing development activity and new wells mainly in Indonesia, Norway, Russia, the United Kingdom and North Dakota in the United States. The Corporation estimates that capital expenditures of $1,080 million were incurred to convert proved undeveloped reserves to proved developed reserves during 2011. Acquisitions and dispositions of assets in 2011 further reduced proved undeveloped reserves by a net 2 mmboe.

The Corporation is involved in multiple long-term projects that have staged developments. Certain of these projects have proved reserves, which have been classified as undeveloped for a period in excess of five years, totaling 85 mmboe or 5% of total 2011 proved reserves. Substantially all of the proved undeveloped reserves in excess of five years relate to four offshore producing assets. Three natural gas projects in the Joint Development Area of Malaysia/Thailand (JDA) and Indonesia are being developed in phases to satisfy long-term natural gas sales contracts and an oil project in Azerbaijan is continuing to be developed in phases. A summary of the development status of each of the four projects follows:

•

JDA — This natural gas project in the Gulf of Thailand currently has a central processing platform and seven wellhead platforms. Three additional wellhead platforms are currently under construction and the eleventh is in the process of being sanctioned. In addition, a major investment in compression equipment is in the field development plan.

•

Pangkah — This natural gas and oil project offshore Java, Indonesia currently has two producing offshore wellhead platforms and onshore production facilities. In addition, a central processing platform and accommodation utility platform has been installed and utilized from mid-2011. Further development drilling is on-going.

•

Natuna A — This natural gas project offshore Sumatra, Indonesia currently has two wellhead platforms, two central processing facilities and a floating storage and offloading vessel. Additional wellhead platforms and subsea well tie-backs are planned to satisfy gas sales contracts.

•

Azeri-Chirag-Guneshli (ACG) — This oil project offshore Azerbaijan in the Caspian Sea has seven operational platforms that have been completed over multiple phases of development. The operator began construction on another production platform in 2010.

At December 31, 2011, the Corporation had approximately 5 mmboe of proved undeveloped reserves in excess of five years relating to the Snohvit Field, offshore Norway. In January 2012, the Corporation completed the sale of its interest in this field.

Production sharing contracts

The Corporation’s proved reserves include crude oil and natural gas reserves relating to long-term agreements with governments or authorities in which the Corporation has the legal right to produce or has a revenue interest in the production. Proved reserves from these production sharing contracts for each of the three years ended December 31, 2011 are presented separately below, as well as volumes produced and received during 2011, 2010 and 2009 from these production sharing contracts.


	Crude Oil, Condensate & Natural Gas Liquids										Natural Gas
	United States		Europe		Africa		Asia		Total		United States		Europe		Asia and Africa		Total
	(Millions of barrels)										(Millions of mcf)
Production Sharing Contracts
Proved Reserves*
At December 31, 2009		—		—		161		68		229		—		—		1,599		1,599
At December 31, 2010		—		—		108		57		165		—		—		1,316		1,316
At December 31, 2011		—		—		89		46		135		—		—		1,230		1,230
Production
2009		—		—		36		5		41		—		—		136		136
2010		—		—		33		4		37		—		—		130		130
2011		—		—		23		4		27		—		—		136		136

*	Includes natural gas liquids of 5 million barrels in 2011, 7 million barrels in 2010 and 11 million barrels in 2009.

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

Future net cash flows are calculated by applying prescribed oil and gas selling prices used in determining year-end reserve estimates (adjusted for price changes provided by contractual arrangements) to estimated future production of proved oil and gas reserves, less estimated future development and production costs, which are based on year-end costs and existing economic assumptions. Future income tax expenses are computed by applying the appropriate year-end statutory tax rates to the pre-tax net cash flows relating to the Corporation’s proved oil and gas reserves. Future net cash flows are discounted at the prescribed rate of 10%. The discounted future net cash flow estimates do not include exploration expenses, interest expense or corporate general and administrative expenses. The selling prices of crude oil and natural gas are highly volatile. The prices which are required to be used for the discounted future net cash flows do not include the effects of hedges and may not be representative of future selling prices. The future net cash flow estimates could be materially different if other assumptions were used.


At December 31	Total		United States		Europe*		Africa		Asia
	(Millions of dollars)
2011
Future revenues	$	126,874	$	33,225	$	50,876	$	27,299	$	15,474

Less:
Future production costs		31,517		9,220		16,020		3,455		2,822
Future development costs		17,858		5,854		7,751		1,761		2,492
Future income tax expenses		43,008		7,022		16,368		16,933		2,685

		92,383		22,096		40,139		22,149		7,999

Future net cash flows		34,491		11,129		10,737		5,150		7,475
Less: discount at 10% annual rate		14,753		6,190		4,599		1,488		2,476

Standardized measure of discounted future net cash flows	$	19,738	$	4,939	$	6,138	$	3,662	$	4,999


2010
Future revenues	$	91,336	$	21,112	$	36,157	$	21,150	$	12,917

Less:
Future production costs		21,635		6,155		9,536		3,332		2,612
Future development costs		13,554		3,178		6,534		1,269		2,573
Future income tax expenses		30,250		4,423		11,745		12,173		1,909

		65,439		13,756		27,815		16,774		7,094

Future net cash flows		25,897		7,356		8,342		4,376		5,823
Less: discount at 10% annual rate		10,195		3,764		3,361		1,028		2,042

Standardized measure of discounted future net cash flows	$	15,702	$	3,592	$	4,981	$	3,348	$	3,781


2009
Future revenues	$	65,275	$	14,047	$	20,298	$	18,615	$	12,315

Less:
Future production costs		18,336		4,037		7,289		4,154		2,856
Future development costs		11,041		2,532		3,829		1,798		2,882
Future income tax expenses		17,976		2,744		5,114		8,601		1,517

		47,353		9,313		16,232		14,553		7,255

Future net cash flows		17,922		4,734		4,066		4,062		5,060
Less: discount at 10% annual rate		6,521		2,106		1,653		841		1,921

Standardized measure of discounted future net cash flows	$	11,401	$	2,628	$	2,413	$	3,221	$	3,139

*	At December 31, the standardized measure of discounted future net cash flows relating to proved reserves in Norway were as follows:


	*2011*		*2010*
	*(Millions of dollars)*
Future revenues	$	*34,495*	$	23,115
Less:
Future production costs		*10,596*		4,399
Future development costs		*4,270*		3,426
Future income tax expenses		*13,247*		9,908

		*28,113*		17,733

Future net cash flows		*6,382*		5,382
Less: discount at 10% annual rate		*2,755*		2,156

Standardized measure of discounted future net cash flows	$	*3,627*	$	3,226

Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves


For the Years Ended December 31	2011			2010			2009
	(Millions of dollars)
Standardized measure of discounted future net cash flows at January 1	$	15,702		$	11,401		$	6,964

Changes during the year
Sales and transfers of oil and gas produced during the year, net of production costs		(7,695	)		(6,820	)		(5,030	)
Development costs incurred during year		4,673			2,592			1,927
Net changes in prices and production costs applicable to future production		9,233			7,970			7,484
Net change in estimated future development costs		(1,963	)		(1,678	)		(227	)
Extensions and discoveries (including improved recovery) of oil and gas reserves, less related costs		1,040			356			426
Revisions of previous oil and gas reserve estimates		2,587			1,885			1,855
Net purchases (sales) of minerals in place, before income taxes		(398	)		3,193			165
Accretion of discount		3,096			2,011			1,235
Net change in income taxes		(5,234	)		(5,848	)		(4,061	)
Revision in rate or timing of future production and other changes		(1,303	)		640			663

Total		4,036			4,301			4,437

Standardized measure of discounted future net cash flows at December 31	$	19,738		$	15,702		$	11,401

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

QUARTERLY FINANCIAL DATA

(Unaudited)

Quarterly results of operations for the years ended December 31:


	Sales and Other Operating Revenues		Gross Profit (a)		Net Income (Loss) Attributable to Hess Corporation			Diluted Net Income (Loss) per Share
	(Million of dollars, except per share data)
2011
First	$	10,215	$	1,761	$	929	(b)	$	2.74
Second		9,853		1,536		607			1.78
Third		8,665		622		298	(c)		0.88
Fourth		9,733		1,417		(131	)(d)		(0.39	)
2010
First	$	9,259	$	1,395	$	538	(e)	$	1.65
Second		7,732		1,093		375			1.15
Third		7,864		672		1,154	(f)		3.52
Fourth		9,007		1,288		58	(g)		0.18

(a)

Gross profit represents sales and other operating revenues, less cost of products sold, production expenses, marketing expenses, other operating expenses, depreciation, depletion and amortization and asset impairments.

(b)

Includes an after-tax gain of $310 million related to asset sales.

(c)

Includes after-tax gains of $103 million related to asset sales, offset by an after-tax charge of $140 million related to asset impairments and an after-tax expense of $29 million for an increase in the United Kingdom supplementary tax rate.

(d)

Includes an after- tax charge of $525 million related to the shutdown of the HOVENSA L.L.C. (HOVENSA) refinery in St. Croix, U.S. Virgin Islands.

(e)

Includes an after-tax gain of $58 million related to an asset sale, partially offset by an after-tax charge of $7 million related to the repurchase of fixed-rate public notes.

(f)

Includes an after-tax gain of $1,072 million related to an asset exchange, partially offset by after-tax charges of $347 million related to an asset impairment.

(g)

Includes an after-tax charge of $289 million relating to the Corporation’s impairment of its equity investment in HOVENSA and an after-tax charge of $51 million related to dry hole costs.

The results of operations for the periods reported herein should not be considered as indicative of future operating results.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Based upon their evaluation of the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2011, John B. Hess, Chief Executive Officer, and John P. Rielly, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of December 31, 2011.

There was no change in internal controls over financial reporting identified in the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 in the quarter ended December 31, 2011 that has materially affected, or is reasonably likely to materially affect, internal controls over financial reporting.

Management’s report on internal control over financial reporting and the attestation report on the Corporation’s internal controls over financial reporting are included in Item 8 of this annual report on Form 10-K.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

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, 2012.

The Corporation has adopted a Code of Business Conduct and Ethics applicable to the Corporation’s directors, officers (including the Corporation’s principal executive officer and principal financial officer) and employees. The Code of Business Conduct and Ethics is available on the Corporation’s website. In the event that we amend or waive any of the provisions of the Code of Business Conduct and Ethics that relate to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, we intend to disclose the same on the Corporation’s website at www.hess.com.

Information relating to the audit committee is incorporated herein by reference to “Election of Directors” from the registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2012.

Executive Officers of the Registrant

The following table presents information as of February 1, 2012 regarding executive officers of the Registrant:


Name	Age		Office Held*	Year Individual Became an Executive Officer
John B. Hess		57	Chairman of the Board, Chief		1983
			Executive Officer and Director
Gregory P. Hill		50	Executive Vice President and President of Worldwide Exploration and Production and Director		2009
F. Borden Walker		58	Executive Vice President and President		1996
			of Marketing and Refining and Director
Timothy B. Goodell		54	Senior Vice President and General Counsel		2009
Lawrence H. Ornstein		60	Senior Vice President		1995
John P. Rielly		49	Senior Vice President and Chief		2002
			Financial Officer
John J. Scelfo		54	Senior Vice President		2004
Mykel J. Ziolo		59	Senior Vice President		2009
Robert M. Biglin		47	Vice President and Treasurer		2010

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 opposite his name on May 4, 2011. The first meeting of Directors following the next annual meeting of stockholders of the Registrant is scheduled to be held May 2, 2012.

Except for Messrs. Hill and Goodell, 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. Prior to joining the Corporation, Mr. Hill served in senior executive positions in exploration and production operations at Royal Dutch Shell and its subsidiaries, where he was employed for 25 years. Before joining the Corporation in 2009, Mr. Goodell was a partner in the law firm of White & Case LLP.

Item 11.

Executive Compensation

Information relating to executive compensation is incorporated herein by reference to “Election of Directors — Executive Compensation and Other Information,” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2012.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information pertaining to security ownership of certain beneficial owners and management is incorporated herein by reference to “Election of Directors — Ownership of Voting Securities by Certain Beneficial Owners” and “Election of Directors — Ownership of Equity Securities by Management” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2012.

See Equity Compensation Plans in Item 5 for information pertaining to securities authorized for issuance under equity compensation plans.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Information relating to this item is incorporated herein by reference to “Election of Directors” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2012.

Item 14.

Principal Accounting Fees and Services

Information relating to this item is incorporated by reference to “Ratification of Selection of Independent Auditors” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 2, 2012.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

(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 in Item 8, Financial Statements and Supplementary Data.

3. Exhibits


	3(1)			Restated Certificate of Incorporation of Registrant, including amendment thereto dated May 3, 2006 incorporated by reference to Exhibit 3 of Registrant’s Form 10-Q for the three months ended June 30, 2006.

	3(2)			By-laws of Registrant incorporated by reference to Exhibit 3(1) of Form 8-K of Registrant dated February 2, 2011.

	4(1)			Five-Year Credit Agreement dated as of April 14, 2011, among Registrant, certain subsidiaries of Registrant, J.P. Morgan Chase Bank, N.A. as lender and administrative agent, and the other lenders party thereto, incorporated by reference to Exhibit 10(1) of Form 8-K of Registrant dated April 14, 2011.

	4(2)			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(3)			First Supplemental Indenture dated as of October 1, 1999 between Registrant and The Chase Manhattan Bank, as Trustee, relating to Registrant’s 7³/₈% Notes due 2009 and 7⁷/₈% Notes due 2029, incorporated by reference to Exhibit 4(2) to Form 10-Q of Registrant for the three months ended September 30, 1999.

	4(4)			Prospectus Supplement dated August 8, 2001 to Prospectus dated July 27, 2001 relating to Registrant’s 5.30% Notes due 2004, 5.90% Notes due 2006, 6.65% Notes due 2011 and 7.30% Notes due 2031, incorporated by reference to Registrant’s prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933 on August 9, 2001.

	4(5)			Prospectus Supplement dated February 28, 2002 to Prospectus dated July 27, 2001 relating to Registrant’s 7.125% Notes due 2033, incorporated by reference to Registrant’s prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933 on March 1, 2002.

	4(6)			Indenture dated as of March 1, 2006 between Registrant and The Bank of New York Mellon as successor to JP Morgan Chase, as Trustee, including form of Note. Incorporated by reference to Exhibit 4 to Registrant’s Form S-3ASR filed with the Securities and Exchange Commission on March 1, 2006.

	4(7)			Form of 2014 Note issued pursuant to Indenture, dated as of March 1, 2006, among Registrant and The Bank of New York Mellon, as successor to JP Morgan Chase as Trustee. Incorporated by reference to Exhibit 4(1) to Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 4, 2009.

	4(8)			Form of 2019 Note issued pursuant to Indenture, dated as of March 1, 2006, among Registrant and The Bank of New York Mellon, as successor to JP Morgan Chase, as Trustee. Incorporated by reference to Exhibit 4(2) to Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 4, 2009.

	4(9)			Form of 6.00% Note, incorporated by reference to Exhibit 4(1) to the Form 8-K of Registrant filed on December 15, 2009.



4(10)		Form of 5.60% Note incorporated by reference to Exhibit 4(1) to the Form 8-K of Registrant filed on August 12, 2010. Other instruments defining the rights of holders of long-term debt of Registrant and its consolidated subsidiaries are not being filed since the total amount of securities authorized under each such instrument does not exceed 10 percent of the total assets of Registrant and its subsidiaries on a consolidated basis. Registrant agrees to furnish to the Commission a copy of any instruments defining the rights of holders of long-term debt of Registrant and its subsidiaries upon request.

10(1)		Extension and Amendment Agreement between the Government of the Virgin Islands and Hess Oil Virgin Islands Corp. incorporated by reference to Exhibit 10(4) 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 Cash Bonus Plan description incorporated by reference to Item 5.02 of Form 8-K of Registrant filed on February 8, 2011.

10(6)*		Financial Counseling Program description incorporated by reference to Exhibit 10(6) of Form 10-K of Registrant for fiscal year ended December 31, 2004.

10(7)*		Hess Corporation Savings and Stock Bonus Plan incorporated by reference to Exhibit 10(7) of Form 10-K of Registrant for fiscal year ended December 31, 2006.

10(8)*		Performance Incentive Plan for Senior Officers, as amended, as approved by stockholders on May 4, 2011, incorporated by reference to Annex A to the definitive proxy statement of the Registrant dated March 25, 2011.

10(9)*		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)*		Amendment dated December 31, 2006 to Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(10) of Form 10-K of Registrant for fiscal year ended December 31, 2006.

10(11)*		Letter Agreement dated May 17, 2001 between Registrant and John P. Rielly relating to Mr. Rielly’s participation in the Hess Corporation Pension Restoration Plan, incorporated by reference to Exhibit 10(18) of Form 10-K of Registrant for the fiscal year ended December 31, 2002.

10(12)*		Second Amended and Restated 1995 Long-term Incentive Plan, including forms of awards thereunder incorporated by reference to Exhibit 10(11) of Form 10-K of Registrant for fiscal year ended December 31, 2004.

10(13)*		2008 Long-term Incentive Plan, incorporated by reference to Annex B to Registrant’s definitive proxy statement filed on March 27, 2008.

10(14)*		First Amendment dated March 3, 2010 and approved May 5, 2010 to Registrant’s 2008 Long-term Incentive Plan, incorporated by reference to Annex B of Registrant’s definitive proxy statement dated March 25, 2010.


10(15)*		Forms of Awards under Registrant’s 2008 Long-term Incentive Plan incorporated by reference to Exhibit 10(14) of Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

10(16)*		Compensation program description for non-employee directors, incorporated by reference to Item 1.01 of Form 8-K of Registrant filed on January 4, 2007.

10(17)*		Amended and Restated Change of Control Termination Benefits Agreement dated as of May 29, 2009 between Registrant and F. Borden Walker, incorporated by reference to Exhibit 10(1) of Form 10-Q of Registrant for the three months ended June 30, 2009. A substantially identical agreement (differing only in the signatories thereto) was entered into between Registrant and John B. Hess.

10(18)*		Change of Control Termination Benefits Agreement dated as of May 29, 2009 between Registrant and John P. Rielly incorporated by reference to Exhibit 10(17) of Registrant’s Form 10-K for the fiscal year ended December 31, 2009. Substantially identical agreements (differing only in the signatories thereto) were entered into between Registrant and other executive officers (including the named executive officers, other than those referred to in Exhibit 10(17)).

10(19)*		Letter Agreement dated March 18, 2002 between Registrant and F. Borden Walker relating to Mr. Walker’s participation in the Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(16) of Form 10-K of Registrant for the fiscal year ended December 31, 2001.

10(20)*		Agreement between Registrant and Gregory P. Hill relating to his compensation and other terms of employment, incorporated by reference to Item 5.02 of Form 8-K of Registrant filed January 7, 2009.

10(21)*		Agreement between Registrant and Timothy B. Goodell relating to his compensation and other terms of employment incorporated by reference to Exhibit 10(20) of Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

10(22)*		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(23)		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 filed on November 13, 1998.

10(24)		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 filed on November 13, 1998.

21		Subsidiaries of Registrant.

23(1)		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, dated February 27, 2012, to the incorporation by reference in Registrant’s Registration Statements (Form S-3 No. 333-157606, and Form S-8 Nos. 333-43569, 333-94851, 333-115844, 333-150992 and 333-167076), of its reports relating to Registrant’s financial statements.

23(2)		Consent of DeGolyer and MacNaughton dated February 27, 2012.

31(1)		Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).

31(2)		Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).

32(1)		Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).


32(2)		Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

99(1)		Letter report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consulting Firm, dated January 31, 2012, on proved reserves audit as of December 31, 2011 of certain properties attributable to Registrant.

101(INS)		XBRL Instance Document

101(SCH)		XBRL Schema Document

101(CAL)		XBRL Calculation Linkbase Document

101(LAB)		XBRL Labels Linkbase Document

101(PRE)		XBRL Presentation Linkbase Document

101(DEF)		XBRL Definition Linkbase Document

*	These exhibits relate to executive compensation plans and arrangements.

(b) Reports on Form 8-K

During the three months ended December 31, 2011, Registrant filed or furnished the following report on Form 8-K:

1. Filing dated October 26, 2011 reporting under Items 2.02 and 9.01, a news release dated October 26, 2011 reporting results for the third quarter of 2011 and furnishing under Item 7.01 and 9.01 the prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer of Hess Corporation, and John P. Rielly, Senior Vice President and Chief Financial Officer, at a public conference call held October 26, 2011.

100

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 27th day of February 2012.


HESS CORPORATION (Registrant)

By		/S/ JOHN P. RIELLY
		(John P. Rielly) Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ JOHN B. HESS John B. Hess	Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	February 27, 2012

/s/ SAMUEL W. BODMAN Samuel W. Bodman	Director	February 27, 2012

/s/ NICHOLAS F. BRADY Nicholas F. Brady	Director	February 27, 2012

/s/ GREGORY P. HILL Gregory P. Hill	Director	February 27, 2012

/s/ EDITH E. HOLIDAY Edith E. Holiday	Director	February 27, 2012

/s/ THOMAS H. KEAN Thomas H. Kean	Director	February 27, 2012

/s/ RISA LAVIZZO-MOUREY Risa Lavizzo-Mourey	Director	February 27, 2012

/s/ CRAIG G. MATTHEWS Craig G. Matthews	Director	February 27, 2012

/s/ JOHN H. MULLIN John H. Mullin	Director	February 27, 2012

/s/ FRANK A. OLSON Frank A. Olson	Director	February 27, 2012

/s/ JOHN P. RIELLY John P. Rielly	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 27, 2012

/s/ ERNST H. VON METZSCH Ernst H. von Metzsch	Director	February 27, 2012

/s/ F. BORDEN WALKER F. Borden Walker	Director	February 27, 2012

/s/ ROBERT N. WILSON Robert N. Wilson	Director	February 27, 2012

101

Schedule II

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2011, 2010 and 2009


Description	Balance January 1		Additions
Description	Balance January 1		Charged to Costs and Expenses		Charged to Other Accounts		Deductions from Reserves		Balance December 31
	(Millions of dollars)
2011
Losses on receivables	$	58	$	4	$	1	$	8	$	55

Deferred income tax valuation	$	444	$	648	$	—	$	21	$	1,071

2010
Losses on receivables	$	54	$	9	$	1	$	6	$	58

Deferred income tax valuation	$	500	$	135	$	—	$	191	$	444

2009
Losses on receivables	$	46	$	13	$	—	$	5	$	54

Deferred income tax valuation	$	266	$	455	$	—	$	221	$	500

102

Report of Independent Auditors

The Members

HOVENSA L.L.C.

We have audited the accompanying balance sheets of HOVENSA L.L.C. (“the Company”) as of December 31, 2011 and 2010, and the related statements of operations, comprehensive loss and (accumulated deficit) retained earnings, and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HOVENSA L.L.C. at December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2011 in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, the Company’s decision to shut down refining operations and operate as an oil storage terminal raises substantial doubt about its ability to continue as a going concern. The Company’s plans as to these matters are described in Note 1. The 2011 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ERNST & YOUNG, LLP

February 27, 2012

New York, New York

103

HOVENSA L.L.C.

Balance Sheets


	December 31
	2011			2010
	(Dollars in Thousands)
Assets
Current assets:
Cash and cash equivalents	$	42,275		$	45,124
Debt service fund		11,361			11,350
Accounts receivable:
Members and affiliates		36,694			274,678
Trade (less allowance in 2011 of $52,416)		104,776			98,036
Other		228			2,627
Inventories		159,594			260,492
Deposits and prepaid expenses		15,707			20,762

Total current assets		370,635			713,069

Property, plant and equipment:
Land		19,315			19,315
Refinery facilities		3,012,619			2,938,071
Other		108,307			104,352
Construction in progress		29,722			68,852

Total—at cost		3,169,963			3,130,590
Less accumulated depreciation		(3,169,963	)		(1,143,269	)

Property, plant and equipment—net		—			1,987,321

Other assets		10,374			26,793

Total assets	$	381,009		$	2,727,183


Liabilities and members’ equity
Current liabilities:
Accounts payable:
Members and affiliates	$	423,706		$	584,230
Trade		346,917			404,031
Tax-exempt revenue bonds		355,683			—
Payable to members for financial support		654,000			—
Accrued liabilities		76,480			10,710
Taxes payable		1,459			1,968

Total current liabilities		1,858,245			1,000,939
Long-term debt		—			705,683
Other liabilities		115,223			135,666

Total liabilities		1,973,468			1,842,288

Members’ equity:
Members’ initial investment		1,343,429			1,343,429
Accumulated deficit		(2,898,232	)		(410,980	)
Accumulated other comprehensive loss		(37,656	)		(47,554	)

Total members’ equity		(1,592,459	)		884,895

Total liabilities and members’ equity	$	381,009		$	2,727,183

See accompanying notes to financial statements.

104

HOVENSA L.L.C.

Statements of Operations, Comprehensive Loss

and (Accumulated Deficit) Retained Earnings


	Year ended December 31
	2011			2010			2009
	(Dollars in Thousands)
Sales	$	13,126,326		$	12,258,297		$	10,048,271
Operating expenses:
Product costs		12,803,408			11,926,310			9,782,220
Operating expenses		554,516			586,336			548,265
Depreciation and amortization		128,403			142,503			139,854
Asset impairments and shutdown related charges		2,072,600			—			—

Total operating expenses		15,558,927			12,655,149			10,470,339

Operating loss		(2,432,601	)		(396,852	)		(422,068	)

Other non-operating income (expense):
Interest expense		(38,689	)		(25,904	)		(22,299	)
Other expense, net		(15,962	)		(15,173	)		(6,858	)

Net loss	$	(2,487,252	)	$	(437,929	)	$	(451,225	)

Components of comprehensive (loss) income:
Net loss	$	(2,487,252	)	$	(437,929	)	$	(451,225	)
Change in retirement plan liabilities		(9,898	)		1,789			(18,021	)

Comprehensive loss	$	(2,497,150	)	$	(436,140	)	$	(469,246	)

(Accumulated deficit) retained earnings:
Opening balance	$	(410,980	)	$	26,949		$	478,174
Net loss		(2,487,252	)		(437,929	)		(451,225	)

Closing balance	$	(2,898,232	)	$	(410,980	)	$	26,949

See accompanying notes to financial statements.

105

HOVENSA L.L.C.

Statements of Cash Flows


	Year ended December 31
	2011			2010			2009
	(Dollars in Thousands)
Cash flows from operating activities
Net loss	$	(2,487,252	)	$	(437,929	)	$	(451,225	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		128,403			142,503			139,854
Asset impairments and shutdown related charges		2,072,600			—			—
Decrease (increase) in accounts receivable		181,227			(104,173	)		(118,026	)
Decrease in inventories		65,698			16,043			203,224
Increase in deposits and prepaid expenses		(510	)		(55	)		(410	)
Decrease in other assets		16,419			26,695			21,748
(Decrease) increase in accounts payable and accrued liabilities		(218,068	)		47,343			274,546
(Decrease) increase in taxes payable		(509	)		143			124
(Decrease) increase in other liabilities		(25,473	)		(2,798	)		13,926

Net cash provided by (used in) operating activities		(267,465	)		(312,228	)		83,761

Cash flows from investing activities
Capital expenditures		(39,373	)		(70,206	)		(80,700	)

Net cash used in investment activities		(39,373	)		(70,206	)		(80,700	)

Cash flows from financing activities
Increase in restricted cash		(11	)		(17	)		(16	)
(Decrease) increase in long-term debt, net		(350,000	)		350,000			—
Increase in payable to members for financial support		654,000			—			—

Net cash provided by (used in) financing activities		303,989			349,983			(16	)

Net (decrease) increase in cash and cash equivalents		(2,849	)		(32,451	)		3,045
Cash and cash equivalents at beginning of the year		45,124			77,575			74,530

Cash and cash equivalents at end of the year	$	42,275		$	45,124		$	77,575

See accompanying notes to financial statements.

106

HOVENSA L.L.C.

NOTES TO FINANCIAL STATEMENTS

(Dollars in Thousands)

1. Basis of Financial Statements and Significant Accounting Policies

Nature of Business

Background: HOVENSA L.L.C. (the “Company” or “HOVENSA”) was formed as a 50/50 joint venture between subsidiaries of Petroleos de Venezuela, SA. (“PDVSA”) and Hess Corporation (“Hess”), to own and operate the Company’s refinery located in St. Croix, United States (U.S.) Virgin Islands. The Company’s members are PDVSA V.I., Inc., a subsidiary of PDVSA, and Hess Oil Virgin Islands Corp. (“HOVIC”), a subsidiary of Hess. The Company purchases crude oil from PDVSA, Hess and third parties. It manufactures and sells petroleum products primarily to PDVSA and Hess.

HOVENSA operates under a Concession Agreement with the Government of the U.S. Virgin Islands. The original Concession Agreement was entered into on September 1, 1965 and the Third Amendment to the Concession Agreement is due to expire on August 1, 2022. The Concession Agreement can be extended with Virgin Islands government approval which has occurred on two previous occasions.

Recent Events – Shutdown of Refinery: In December 2011, the Company’s members reached agreement to commence the shutdown of refining operations effective January 18, 2012, and operate as an oil storage terminal. As a result of this decision, the Company recorded non-cash charges totaling $2,072,600 in December 2011 to fully impair its property, plant and equipment and recognize certain other expenses related to the shutdown decision. In conjunction with the refinery shutdown, the Company plans to liquidate its refined product inventory, redeem its outstanding debt, and settle or dispose of certain other liabilities.

Basis of Presentation and Going Concern

The accompanying financial statements of HOVENSA have been prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”). These financial statements have been prepared assuming HOVENSA will continue as a going concern. As further explained in Notes 2 and 3 below, the Company has fully impaired its property, plant and equipment and recorded certain refinery shutdown costs at December 31, 2011. Additional financial support from the members will be required to fund expenditures for the refinery shutdown and conversion to an oil storage terminal in 2012. There is no assurance that any or all of the member financial support will be provided by the members. Absent member support it is unlikely HOVENSA’s operations would be able to continue.

Use of Estimates

In preparing financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates. Among the estimates made by management are asset impairments, refinery shutdown costs, inventory and other asset valuations, legal and environmental obligations and pension liabilities.

Revenue Recognition

The Company recognizes revenues from the sale of petroleum products when title passes to the customer, which generally occurs when products are shipped or delivered in accordance with the terms of the respective sales agreements.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments, which are readily convertible into cash and have maturities of three months or less when acquired.

107

HOVENSA L.L.C.

NOTES TO FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands)

Debt Service Fund

The debt service fund is cash held by a trustee representing six months of interest and fees payable on the Company’s outstanding tax-exempt revenue bonds.

Inventories

Inventories of crude oil and refined products are valued at the lower of last-in, first-out (“LIFO”) cost or market. Inventories of materials and supplies are valued at the lower of average cost or market.

Depreciation

Depreciation of refinery facilities is determined principally on the units-of-production method based on estimated production volumes. Depreciation of all other equipment is determined on the straight-line method based on estimated useful lives.

Maintenance and Repairs

Maintenance and repairs are expensed as incurred including costs of refinery turnarounds. Capital improvements are recorded as additions to property, plant and equipment.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The impairment recognized is the amount by which the carrying amount exceeds the estimated fair market value of the assets.

Asset Retirement Obligations (ARO’s)

ARO’s must be recorded at fair value in the period in which it is determined that a legal obligation exists and a reasonable estimate of the fair value of the liability can be made.

Environmental Expenditures

Liabilities for future remediation costs are recorded when environmental assessments or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. The Company capitalizes environmental expenditures that increase the life of property or reduce or prevent environmental contamination.

Income Taxes

The Company is a limited liability company and, as a result, income taxes are the responsibility of the members. Accordingly, no effect of income tax has been recognized in the accompanying financial statements.

Retirement Plans

The Company recognizes on its balance sheet the underfunded status of its defined benefit retirement plans measured as the difference between the fair value of plan assets and the benefit obligations. The benefit obligation is the projected benefit obligation in the case of the non-contributory defined benefit pension plan and

108

HOVENSA L.L.C.

NOTES TO FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands)

the projected post-retirement benefit obligation for the post-retirement medical plan. The Company recognizes the net changes in the plan assets and benefit obligations of its defined benefit retirement plans in the year in which such changes occur.

Prior service costs and gains and losses in excess of 10% of the greater of the benefit obligation or the market value of assets are amortized over the average remaining service period of active employees.

Subsequent Events

Subsequent events have been evaluated through February 27, 2012.

2. Asset Impairment and Refinery Shutdown Related Charges

On January 18, 2012, HOVENSA announced the decision to shut down its refinery operations after recently experiencing substantial operating losses due to global economic conditions and competitive disadvantages versus other refiners. Such losses were incurred despite efforts to improve operating performance by reducing refining capacity to 350,000 from 500,000 barrels per day in the first half of 2011. Operating losses were also projected to continue. The Company prepared an impairment analysis as of December 31, 2011, which indicated that undiscounted future cash flows would not recover the carrying value of its assets. As a result, the Company recorded an impairment charge of $1,900,349 representing the difference between the carrying value and the estimated fair market value of property, plant and equipment at December 31, 2011. Estimated fair value was determined based on discounted future cash flows (a Level 3 fair value measure). In addition, the Company recorded other charges related to the decision to shut down the refinery totaling $172,251, including recognition of legally required employee and contractor severance costs and a reduction in carrying value of warehouse inventory and other assets.

3. Future Refinery Shutdown Expenditures

The Company is expected to incur substantial additional refinery shutdown costs in excess of amounts that can be accrued at December 31, 2011 under US GAAP, including costs related to the cleaning and preservation of refinery process equipment and tanks, tank bottom sludge disposal, enhanced employee and contractor severance and benefits, estimated losses on long-term contracts and other costs. After liquidation of current assets and liabilities, the Company estimates total future cash funding of approximately $900,000 will be required to settle all obligations, with the substantial majority to be incurred in 2012.

4. Related Party Transactions

During 2011, HOVENSA received financial support from its members by delaying the normal timing of payments to PDVSA for crude oil purchases, as well as accelerating payments from Hess for refined product sales. At December 31, 2011, interest bearing financial support from both members totaling $654,000 is recorded as a current liability in the balance sheet.

Through the shutdown of refining operations, the Company had long-term crude oil supply agreements with Petroleum Marketing International (“Petromar”) a subsidiary of PDVSA, under which Petromar agreed to sell to HOVENSA a monthly average of 155,000 barrels per day of Mesa crude oil and 115,000 barrels per day of Merey crude oil. The Company also had a product sales agreement with Hess and Petromar that required Hess

109

HOVENSA L.L.C.

NOTES TO FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands)

and Petromar each to purchase after any sales of refined products by HOVENSA to third parties, 50% of HOVENSA’s gasoline, distillate, residual fuel and other products at market prices.

A summary of all material transactions between the Company, its members and affiliates follows:


	2011		2010		2009
Sale of petroleum products:
Hess	$	3,805,821	$	4,307,112	$	3,658,885
PDVSA		3,937,571		4,254,761		3,753,201
Purchases of crude oil and products:
Hess		709,570		607,040		529,529
PDVSA		6,412,491		6,214,869		5,198,735
Administrative service agreement fee paid to Hess		4,018		6,481		6,686
Marine revenues received from PDVSA and Hess		567		911		1,854
Bareboat charter of tugs and barges paid to HOVIC		2,873		3,161		3,415

5. Inventories

Inventories as of December 31 were as follows:


	2011			2010
Crude oil	$	183,345		$	261,130
Refined and other finished products		657,914			670,684
Less LIFO adjustment		(734,177	)		(759,818	)

		107,082			171,996
Materials and supplies		52,512			88,496

Total	$	159,594		$	260,492

During 2011 and 2010, a reduction of inventory quantities resulted in a liquidation of LIFO inventories carried at below market costs, which decreased net operating losses by approximately $268,397 and $110,432 respectively. During 2012, the Company intends to liquidate its remaining crude oil, refined and other finished products inventory.

6. Tax Exempt Revenue Bonds and Other Long-term Debt

Outstanding borrowings at December 31 consist of the following:


	2011		2010
General Purpose Revolving Credit Facility	$	—	$	350,000
Tax-exempt revenue bonds (issued in 2002) at 6.50%		126,753		126,753
Tax-exempt revenue bonds (issued in 2003) at 6.125%		74,175		74,175
Tax-exempt revenue bonds (issued in 2004) at 5.875%		50,660		50,660
Tax-exempt revenue bonds (issued in 2007) at 4.70%		104,095		104,095

Total long-term debt	$	355,683	$	705,683

On January 23, 2012, the Company commenced a cash tender offer for any and all of the $355,683 outstanding tax-exempt revenue bonds. The terms of the tender offer include a purchase price at par value, plus

110

HOVENSA L.L.C.

NOTES TO FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands)

accrued but unpaid interest up to the purchase date, subject to the terms of the offering document. See Note 10, Subsequent Event, for the results of the tender.

HOVENSA had a 5-year $400,000 revolving credit facility until December 30, 2011, when it repaid outstanding borrowings and terminated the revolving credit facility. There were $350,000 of outstanding borrowings on this facility at December 31, 2010. The agreement was collateralized by the physical assets and certain material contracts of the Company.

7. Environmental Matters

In 2011, the Company signed a Consent Decree with the U.S. Environmental Protection Agency (EPA) which among other things requires the Company to install equipment and implement additional operating procedures to reduce emissions over the next 10 years. The cost of installing this equipment is expected to be approximately $700,000. Since the refining facilities will be shut down in 2012, with subsequent operation as an oil storage terminal, the Company believes it will not be required to make material expenditures as outlined in the Consent Decree. Under the terms of the Consent Decree, the Company paid a penalty of $5,375 in 2011.

In the normal course of its business, the Company records liabilities for future environmental remediation expenditures when such environmental obligations are probable and reasonably estimable.

The Company is required to provide financial assurance to the EPA in connection with various forms of environmental compliance. The required financial assurance totals approximately $48,000 at December 31, 2011 and must be met by establishing a trust fund, posting a letter of credit or similar measures. If the Company is unable to fulfill its financial assurance requirements, it anticipates its members will provide the necessary support.

8. Contingencies

The Company is subject to loss contingencies with respect to various lawsuits, claims and other proceedings, including environmental matters. A liability is recognized in the Company’s financial statements when it is probable a loss has been incurred and the amount can be reasonably estimated. If the risk of loss is probable, but the amount cannot be reasonably estimated or the risk of loss is only reasonably possible, a liability is not accrued; however, the Company discloses the nature of those contingencies. In management’s opinion, based upon currently known facts and circumstances, the outcome of such loss contingencies will not have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

111

HOVENSA L.L.C.

NOTES TO FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands)

9. Retirement Plans

The Company has a funded non-contributory, defined benefit pension plan for substantially all of its employees. The plan provides defined benefits based on years of service and final average salary. At December 31, 2011, the actuarial assumptions for the determination of the projected benefit obligation reflect the pending refinery shutdown. The non-contributory defined benefit pension plan will remain in place and meet future obligations in accordance with terms of the plan, but terminated employees will cease to earn service toward future benefits.

The following table reconciles the projected benefit obligation and fair value of plan assets and shows the funded status of the pension plan:


	2011			2010
Reconciliation of projected benefit obligation:
Benefit obligation at January 1	$	116,572		$	100,703
Service costs		9,243			8,964
Interest costs		6,373			5,683
Actuarial (gain) loss		(1,403	)		3,057
Benefit payments		(2,218	)		(1,835	)

Projected benefit obligation at December 31		128,567			116,572

Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1		72,400			50,971
Actual return on plan assets		1,809			7,444
Employer contributions		12,760			15,820
Benefit payments		(2,218	)		(1,835	)

Fair value of plan assets at December 31		84,751			72,400

Funded status (plan assets less benefit obligation)		(43,816	)		(44,172	)
Unrecognized net actuarial loss		36,367			36,049

Net amount recognized	$	(7,449	)	$	(8,123	)

The accumulated benefit obligation was $124,769 at December 31, 2011 and $93,208 at December 31, 2010.

Components of funded pension expense consist of the following:


	2011			2010			2009
Service cost	$	9,243		$	8,964		$	7,133
Interest cost		6,373			5,684			4,493
Expected return on plan assets		(5,427	)		(4,095	)		(3,180	)
Amortization of unrecognized net actuarial losses		1,896			1,944			2,937

Net periodic benefit cost	$	12,085		$	12,497		$	11,383

112

HOVENSA L.L.C.

NOTES TO FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands)

The actuarial assumptions used in the Company’s pension plan were as follows:


	2011			2010			2009
Assumptions used to determine benefit obligations at December 31:
Discount rate		4.40	%		5.60	%		6.00	%
Rate of compensation increase		4.20			4.20			4.20

Assumptions used to determine net costs for years ended December 31:
Discount rate		5.60			6.00			6.00
Expected return on plan assets		7.00			7.00			7.50
Rate of compensation increase		4.20			4.20			4.20

The assumptions used to determine net periodic benefit cost for each year were established at the end of each previous year while the assumptions used to determine benefit obligations were established at each year-end. The net periodic benefit cost and the actuarial present value of benefit obligations are based on actuarial assumptions that are reviewed on an annual basis. The discount rate is developed based on a portfolio of high-quality fixed-income investments that matches the maturity of the plan obligations. The overall expected return on plan assets is developed from the expected future returns for each asset category, weighted by the expected allocation of pension assets to that asset category. The Company engages an independent investment consultant to assist in the development of expected returns.

The Company’s pension plan assets by category are as follows:


	2011			2010
Asset category
Equity securities		56	%		57	%
Debt securities		44			43

Total		100	%		100	%

The target investment allocations for the plan assets are 55% equity securities and 45% debt securities. Asset allocations are rebalanced on a regular basis throughout the year to bring assets to within a 2-3% range of target levels. Target allocations take into account analyses performed by the Company’s pension consultant to optimize long-term risk/return relationships. All assets are highly liquid and may be readily adjusted to provide liquidity for current benefit payment requirements.

For purposes of valuing pension investments, a hierarchy for the inputs is used to measure fair value based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using related market data (Level 3). The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

113

HOVENSA L.L.C.

NOTES TO FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands)

The following tables provide the fair value hierarchy of the financial assets of the qualified pension plan as of December 31, 2011 and 2010:


	Level 1		Level 2		Level 3
December 31, 2011
Cash and Short-term Investment Funds	$	—	$	329	$	—
U.S. Equities (Domestic)		38,872		—		—
International Equities (Non-U.S.)		8,338		—		—
Debt Securities		37,212		—		—

Total	$	84,422	$	329	$	—

December 31, 2010
Cash and Short-term Investment Funds	$	—	$	482	$	—
U.S. Equities (Domestic)		33,273		—		—
International Equities (Non-U.S.)		7,413		—		—
Debt Securities		31,275		—		—

Total	$	71,961	$	482	$	—

Cash and short-term investment funds consist of cash on hand, which is invested in a short-term investment fund that provides for daily investments and redemptions and is valued and carried at a $1 net asset value (NAV) per fund share.

Equities consist of registered mutual fund investments whose diversified holdings primarily include common stock securities issued by U.S. and non-U.S. corporations, respectively. Mutual fund shares are valued daily, with the NAV per fund share published at the close of each business day. These investments are classified as Level 1.

Fixed income securities consist of registered mutual fund investments whose diversified holdings primarily include U.S. Treasury securities, corporate bonds and mortgage backed securities.

HOVENSA has budgeted contributions of approximately $15,000 to its funded Pension Plan in 2012.

Estimated future pension benefit payments, which reflect expected future service, are as follows:


2012	$	4,041
2013		4,911
2014		5,033
2015		5,115
2016		5,174
Years 2017 to 2021		27,199

The Company also maintains an unfunded post-retirement medical plan that provides health benefits to certain qualified retirees from ages 55 through 65. The projected benefit obligation for this plan was approximately $11,864 as of December 31, 2011 and $19,240 as of December 31, 2010. The decrease in the projected benefit obligation includes a change in actuarial assumptions to reflect the pending refinery shutdown. This plan will also remain in place and meet future obligations in accordance with terms of the plan, but terminated employees will cease to earn service toward future benefits.

10. Subsequent Event

On February 21, 2012, HOVENSA purchased $355,453 of its tax-exempt revenue bonds at par following the close of its previously announced tender offer.

114

EXHIBIT INDEX


3(1)		Restated Certificate of Incorporation of Registrant, including amendment thereto dated May 3, 2006 incorporated by reference to Exhibit 3 of Registrant’s Form 10-Q for the three months ended June 30, 2006.
3(2)		By-laws of Registrant incorporated by reference to Exhibit 3(1) of Form 8-K of Registrant dated February 2, 2011.
4(1)		Five-Year Credit Agreement dated as of April 14, 2011, among Registrant, certain subsidiaries of Registrant, J.P. Morgan Chase Bank, N.A. as lender and administrative agent, and the other lenders party thereto, incorporated by reference to Exhibit 10(1) of Form 8-K of Registrant dated April 14, 2011.
4(2)		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(3)		First Supplemental Indenture dated as of October 1, 1999 between Registrant and The Chase Manhattan Bank, as Trustee, relating to Registrant’s 7³/₈% Notes due 2009 and 7⁷/₈% Notes due 2029, incorporated by reference to Exhibit 4(2) to Form 10-Q of Registrant for the three months ended September 30, 1999.
4(4)		Prospectus Supplement dated August 8, 2001 to Prospectus dated July 27, 2001 relating to Registrant’s 5.30% Notes due 2004, 5.90% Notes due 2006, 6.65% Notes due 2011 and 7.30% Notes due 2031, incorporated by reference to Registrant’s prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933 on August 9, 2001.
4(5)		Prospectus Supplement dated February 28, 2002 to Prospectus dated July 27, 2001 relating to Registrant’s 7.125% Notes due 2033, incorporated by reference to Registrant’s prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933 on March 1, 2002.
4(6)		Indenture dated as of March 1, 2006 between Registrant and The Bank of New York Mellon as successor to JP Morgan Chase, as Trustee, including form of Note. Incorporated by reference to Exhibit 4 to Registrant’s Form S-3ASR filed with the Securities and Exchange Commission on March 1, 2006.
4(7)		Form of 2014 Note issued pursuant to Indenture, dated as of March 1, 2006, among Registrant and The Bank of New York Mellon, as successor to JP Morgan Chase as Trustee. Incorporated by reference to Exhibit 4(1) to Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 4, 2009.
4(8)		Form of 2019 Note issued pursuant to Indenture, dated as of March 1, 2006, among Registrant and The Bank of New York Mellon, as successor to JP Morgan Chase, as Trustee. Incorporated by reference to Exhibit 4(2) to Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 4, 2009.
4(9)		Form of 6.00% Note, incorporated by reference to Exhibit 4(1) to the Form 8-K of Registrant filed on December 15, 2009.
4(10)		Form of 5.60% Note incorporated by reference to Exhibit 4(1) to the Form 8-K of Registrant filed on August 12, 2010. Other instruments defining the rights of holders of long-term debt of Registrant and its consolidated subsidiaries are not being filed since the total amount of securities authorized under each such instrument does not exceed 10 percent of the total assets of Registrant and its subsidiaries on a consolidated basis. Registrant agrees to furnish to the Commission a copy of any instruments defining the rights of holders of long-term debt of Registrant and its subsidiaries upon request.
10(1)		Extension and Amendment Agreement between the Government of the Virgin Islands and Hess Oil Virgin Islands Corp. incorporated by reference to Exhibit 10(4) 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 Cash Bonus Plan description incorporated by reference to Item 5.02 of Form 8-K of Registrant filed on February 8, 2011.
10(6)*		Financial Counseling Program description incorporated by reference to Exhibit 10(6) of Form 10-K of Registrant for fiscal year ended December 31, 2004.
10(7)*		Hess Corporation Savings and Stock Bonus Plan incorporated by reference to Exhibit 10(7) of Form 10-K of Registrant for fiscal year ended December 31, 2006.
10(8)*		Performance Incentive Plan for Senior Officers, as amended, as approved by stockholders on May 4, 2011, incorporated by reference to Annex A to the definitive proxy statement of the Registrant dated March 25, 2011.
10(9)*		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)*		Amendment dated December 31, 2006 to Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(10) of Form 10-K of Registrant for fiscal year ended December 31, 2006.
10(11)*		Letter Agreement dated May 17, 2001 between Registrant and John P. Rielly relating to Mr. Rielly’s participation in the Hess Corporation Pension Restoration Plan, incorporated by reference to Exhibit 10(18) of Form 10-K of Registrant for the fiscal year ended December 31, 2002.
10(12)*		Second Amended and Restated 1995 Long-term Incentive Plan, including forms of awards thereunder incorporated by reference to Exhibit 10(11) of Form 10-K of Registrant for fiscal year ended December 31, 2004.
10(13)*		2008 Long-term Incentive Plan, incorporated by reference to Annex B to Registrant’s definitive proxy statement filed on March 27, 2008.
10(14)*		First Amendment dated March 3, 2010 and approved May 5, 2010 to Registrant’s 2008 Long-term Incentive Plan, incorporated by reference to Annex B of Registrant’s definitive proxy statement dated March 25, 2010.
10(15)*		Forms of Awards under Registrant’s 2008 Long-term Incentive Plan incorporated by reference to Exhibit 10(14) of Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
10(16)*		Compensation program description for non-employee directors, incorporated by reference to Item 1.01 of Form 8-K of Registrant filed on January 4, 2007.
10(17)*		Amended and Restated Change of Control Termination Benefits Agreement dated as of May 29, 2009 between Registrant and F. Borden Walker, incorporated by reference to Exhibit 10(1) of Form 10-Q of Registrant for the three months ended June 30, 2009. A substantially identical agreement (differing only in the signatories thereto) was entered into between Registrant and John B. Hess.
10(18)*		Change of Control Termination Benefits Agreement dated as of May 29, 2009 between Registrant and John P. Rielly incorporated by reference to Exhibit 10(17) of Registrant’s Form 10-K for the fiscal year ended December 31, 2009. Substantially identical agreements (differing only in the signatories thereto) were entered into between Registrant and other executive officers (including the named executive officers, other than those referred to in Exhibit 10(17)).
10(19)*		Letter Agreement dated March 18, 2002 between Registrant and F. Borden Walker relating to Mr. Walker’s participation in the Hess Corporation Pension Restoration Plan incorporated by reference to Exhibit 10(16) of Form 10-K of Registrant for the fiscal year ended December 31, 2001.


10(20)*		Agreement between Registrant and Gregory P. Hill relating to his compensation and other terms of employment, incorporated by reference to Item 5.02 of Form 8-K of Registrant filed January 7, 2009.
10(21)*		Agreement between Registrant and Timothy B. Goodell relating to his compensation and other terms of employment incorporated by reference to Exhibit 10(20) of Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
10(22)*		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(23)		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 filed on November 13, 1998.
10(24)		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 filed on November 13, 1998.
21		Subsidiaries of Registrant.
23(1)		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, dated February 27, 2012, to the incorporation by reference in Registrant’s Registration Statements (Form S-3 No. 333-157606, and Form S-8 Nos. 333-43569, 333-94851, 333-115844, 333-150992 and 333-167076), of its reports relating to Registrant’s financial statements.
23(2)		Consent of DeGolyer and MacNaughton dated February 27, 2012.
31(1)		Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).
31(2)		Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).
32(1)		Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
32(2)		Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
99(1)		Letter report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consulting Firm, dated January 31, 2012, on proved reserves audit as of December 31, 2011 of certain properties attributable to Registrant.
101(INS)		XBRL Instance Document
101(SCH)		XBRL Schema Document
101(CAL)		XBRL Calculation Linkbase Document
101(LAB)		XBRL Labels Linkbase Document
101(PRE)		XBRL Presentation Linkbase Document
101(DEF)		XBRL Definition Linkbase Document

*	These exhibits relate to executive compensation plans and arrangements.