HES 10-K Annual Report Dec. 31, 2023 | Alphaminr
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HES 10-K Fiscal year ended Dec. 31, 2023

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HESS CORP
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TABLE OF CONTENTS
Part 1Item 1A. Risk FactorsItem 3. Legal ProceedingsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 4, Hess Midstream LpNote 12, Impairment and OtherNote 1, Nature Of Operations, Basis Of Presentation and Summary Of Accounting PoliciesNote 8, Asset Retirement ObligationsNote 18, Segment InformationPart 1,Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 5. Market For The Registrant S Common Stock, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2(1) Agreement and Plan of Merger, dated as of October 22, 2023, among Chevron Corporation, Yankee Merger Sub Inc. and Hess Corporation. 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. 3(6) Amendment to the By-Laws of Hess Corporation (effective as of October 22, 2023) incorporated by reference to Exhibit 3(1) of Form 8-K of Registrant filed on October 23, 2023. 4(1) Credit Agreement, dated as of July 14, 2022, 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 July 15, 2022. 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 1934 incorporated by reference to Exhibit 4(12) of Form 10-K of Registrant for the year ended December 31, 2019.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 March1, 2023. 10(3)* 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(4)* 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(5)* 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(6)* 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(7)* 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(8)* 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 Barbara Lowery-Yilmaz and John B. Hess). 10(9)* Form of Change in Control Termination Benefits Agreement, dated as of August 3, 2015, between the Registrant and Barbara Lowery-Yilmaz, incorporated by reference to Exhibit 10(2) of Form 10Q of Registrant for the three months ended June 30, 2021. Substantially identical agreements (differing only in the signatories thereto) were entered into between the Registrant and other senior officers. 10(11)* 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(13)* 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(14)* 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. 10(15)* 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. 10(16)* Form of 2021 Performance Award Agreement under the 2017 Long-Term Incentive Plan incorporated by reference to Exhibit 10(1) of Form 10-Q of the Registrant, for the three months ended March 31, 2021. 10(17)* Amendment No. 1 to the Hess Corporation 2017 Long-Term Incentive Plan incorporated by reference to Exhibit 10(1) of Form 8-K of the Registrant, filed on June 3, 2021. 10(18)* Form of 2022 Performance 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, 2022. 10(19)* Form of 2023 Performance 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, 2023. 10(20) Voting and Support Agreement, dated October 22, 2023, by and among Chevron Corporation, Hess Corporation and John B. Hess incorporated by reference to Exhibit 10(1)of Form 8K of Registrant filed on October 23, 2023. 21 Subsidiaries of Registrant. 23(1) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, dated February 26, 2024. 23(2) Consent of DeGolyer and MacNaughton dated February 26, 2024. 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). 97* Registrants Compensation Recovery Policy. 99(1) Letter report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consulting Firm, dated February7, 2024, on proved reserves audit as of December31, 2023of certain properties attributable to Registrant.