HES 10-K Annual Report Dec. 31, 2020 | Alphaminr
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HES 10-K Fiscal year ended Dec. 31, 2020

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HESS CORP
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Stock, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesNote 14, Share Based CompensationItem 6. Selected Financial DataNote 12, ImpairmentNote 4, Hess Midstream LpNote 18, Guarantees, Contingencies and CommitmentsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1, Nature Of Operations, Basis Of Presentation and Summary Of Accounting PoliciesNote 7, DebtNote 19, Segment InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

3(2) Certificate of Amendment to Restated Certificate of Incorporation of Registrant, dated May22, 2013, incorporated by reference to Exhibit3(1) of Form8K of Registrant filed on May22, 2013. 3(3) Certificate of Amendment to Restated Certificate of Incorporation of Registrant, effective May 12, 2014, incorporated by reference to Exhibit 3(1) of Form 8-K of Registrant filed on May 13, 2014. 3(4) Certificate of Elimination of 8.00% Series A Mandatory Convertible Preferred Stock of Registrant,incorporated by reference to Exhibit 3(4) of Form 10-K of Registrant for the year ended December 31, 2019. 3(5) By-Laws of Hess Corporation (as amended effective May 6, 2020) incorporated by reference to Exhibit 3(1) of Form 10-Q of Registrant for the three months ended March 31, 2020. 4(1) Credit Agreement, dated as of April 18, 2019, among Hess Corporation, the subsidiary party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10(1) of Form 8-K of the Registrant, filed on April 23, 2019. 4(7) Form of 6.00% Note due 2040, incorporated by reference to Exhibit4(1) to Form8K of Registrant filed on December 15, 2009. 4(8) Form of 5.60% Note due 2041, incorporated by reference to Exhibit4(1) to Form8K of Registrant filed on August12, 2010. 4(9) Form of 3.50% Note due 2024, incorporated by reference to Exhibit4(3) to Form8K of Registrant filed on June 25, 2014. 4(10) Form of 4.30% Note due 2027, incorporated by reference to Exhibit4(1) to Form8K of Registrant filed on September 28, 2016. 4(11) Form of 5.80% Note due 2047, incorporated by reference to Exhibit4(2) to Form8K of Registrant filed on September 28, 2016. 4(12) Description of Hess Corporations Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934incorporated by reference to Exhibit 4(12) of Form 10-K ofRegistrantforthe year ended December 31, 2019. 4(13) Loan Agreement, dated as of March 16, 2020, among Hess Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10(1) of Form 8-K of the Registrant, filed on March 17, 2020. 4(14) Amendment No. 1 dated as of June 9, 2020 to the Term Loan Agreement dated as of March 16, 2020, among Hess Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10(1) of Form 10-Q of Registrant for the three months ended June 30, 2020.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% of the total assets of Registrant and its subsidiaries on a consolidated basis.Registrant agrees to furnish to the Securities and Exchange Commission a copy of any instruments defining the rights of holders of longterm debt of Registrant and its subsidiaries upon request. 10(1)* Annual Cash Incentive Plan description incorporated by reference to Item 5.02 of Form 8K of Registrant filed on March 6, 2020. 10(2)* Annual Cash Incentive Plan description incorporated by reference toItem 5.02 of Form 8-K of Registrant filed on June 5, 2020. 10(4)* Hess Corporation Savings and Stock Bonus Plan incorporated by reference to Exhibit10(7) of Form10K of Registrant for the fiscal year ended December31, 2006. 10(6)* Amendment, dated December31, 2006, to Hess Corporation Pension Restoration Plan, incorporated by reference to Exhibit10(10) of Form10K of Registrant for the fiscal year ended December31, 2006. 10(7)* Letter Agreement, dated May17, 2001, between Registrant and John P. Rielly relating to Mr. Riellys participation in the Hess Corporation Pension Restoration Plan, incorporated by reference to Exhibit10(18) of Form10K of Registrant for the fiscal year ended December31, 2002. 10(8)* Amended and Restated 2008 Longterm Incentive Plan, incorporated by reference to exhibit 10(1) of Form 8-K of the Registrant filed on May 12, 2015. 10(9)* Forms of Awards under Registrants 2008 Longterm Incentive Plan, incorporated by reference to Exhibit10(14) of Form10K of Registrant for the fiscal year ended December31, 2009. 10(10)* Form of Restricted Stock Award Agreement under Registrants Amended and Restated 2008 Longterm Incentive Plan, incorporated by reference to Exhibit10(2) of Form10-Q of Registrant for the three months ended March31, 2015. 10(12)* Form of Amended and Restated Change in Control Termination Benefits Agreement, dated as of May29, 2009, incorporated by reference to Exhibit10(1) of Form10Q of Registrant for the threemonths ended June30, 2009.A substantially identical agreement (differing only in the signatories thereto) was entered into between Registrant and John B. Hess. 10(13)* Amended and Restated Change in Control Termination Benefits Agreement, dated as of May29, 2009, between Registrant and John P. Rielly, incorporated by reference to Exhibit10(17) of Form10K of Registrant for the fiscal year ended December31, 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 Michael Turner and John B. Hess). 10(14)* Form of Change in Control Termination Benefits Agreement, dated as of August 3, 2015, between the Registrant and Michael R. Turner, incorporated by reference to Exhibit10(3) of Form10Q of Registrant for the threemonths ended June30, 2015.Substantially identical agreements (differing only in the signatories thereto) were entered into between the Registrant and four other senior officers. 10(16)* Agreement between Registrant and Timothy B. Goodell, relating to Mr. Goodells compensation and other terms of employment, incorporated by reference to Exhibit10(20) of Registrants Form10K for the fiscal year ended December31, 2009. 10(18)* Hess Corporation 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10(1) of Form 8-K of Registrant filed on June 13, 2017. 10(19)* Form of Restricted Stock Award Agreement under the 2017 Long-Term Incentive Plan incorporated by reference to Exhibit 10(1) of Form 10-Q of Registrant for the three months ended March 31, 2020. Substantially identical agreements were entered into by the Registrant during 2018 and 2019. 10(20)* Form of Stock Option Award Agreement under the 2017 Long-Term Incentive Plan incorporated by reference to Exhibit 10(2) of Form 10-Q of Registrant for the three months ended March 31, 2020. Substantially identical agreements were entered into by the Registrant during 2018 and 2019. 10(21)* Form of Performance Award Agreement under the 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10(3) of Form 10-Q of Registrant for the three months ended March 31, 2019.Substantially identical agreements were entered into by the Registrant during 2018. 10(22)* Form of 2020 Performance Award Agreement under the 2017 Long-Term Incentive Plan incorporated by reference to Exhibit 10(3) of Form 10-Q of Registrant for the three months ended March 31, 2020. 10(23)* Separation Agreement, dated November 6, 2019, between Registrant and Michael R. Turnerincorporated by reference to Exhibit 10(21) of Form 10-K of Registrant forthe year ended December 31, 2019. 21 Subsidiaries of Registrant. 23(1) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, datedMarch1, 2021. 23(2) Consent of DeGolyer and MacNaughton datedMarch1, 2021. 31(1) Certification required by Rule13a-14(a) (17CFR 240.13a-14(a)) or Rule15d-14(a) (17CFR240.15d-14(a)). 31(2) Certification required by Rule13a-14(a) (17CFR 240.13a-14(a)) or Rule15d-14(a) (17CFR240.15d-14(a)). 32(1) Certification required by Rule13a-14(b) (17CFR 240.13a-14(b)) or Rule 15d-14(b) (17CFR240.15d-14(b)) and Section1350 of Chapter63 of Title18 of the United States Code (18U.S.C. 1350). 32(2) Certification required by Rule13a-14(b) (17CFR 240.13a-14(b)) or Rule15d-14(b) (17CFR240.15d-14(b)) and Section1350 of Chapter63 of Title18 of the United States Code (18U.S.C. 1350). 99(1) Letter report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consulting Firm, dated February3, 2021, on proved reserves audit as of December31, 2020of certain properties attributable to Registrant.