FORM 11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from ___ to ___
Commission file number 1-1204
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
(Full title of the Plan)
HESS CORPORATION
1185 AVENUE OF THE AMERICAS, NEW YORK, N. Y. 10036
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
HESS CORPORATION EMPLOYEES SAVINGS PLAN
|
|
|
|
|
TABLE OF CONTENTS |
|
Page |
|
|
FINANCIAL STATEMENTS: |
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
SUPPLEMENTAL SCHEDULE: |
|
|
|
|
|
|
|
|
|
Form 5500, Part IV, Schedule H, Line 4i Schedule of Assets (Held At End of Year)
as of December 31, 2006 |
|
|
10 |
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
|
14 |
|
All other schedules required by Section 2520.103-10 of the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974
have been omitted because they are not applicable.
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at fair value |
|
|
|
|
|
|
|
|
Mutual and Investment funds |
|
$ |
208,297,271 |
|
|
$ |
174,591,636 |
|
Hess Corporation common stock |
|
|
158,835,069 |
|
|
|
133,677,157 |
|
Short-term investment funds |
|
|
1,282,023 |
|
|
|
901,323 |
|
|
|
|
|
|
|
|
|
|
|
368,414,363 |
|
|
|
309,170,116 |
|
Loans receivable |
|
|
8,536,302 |
|
|
|
7,319,386 |
|
Interest and dividends receivable |
|
|
339,761 |
|
|
|
318,548 |
|
Employee contributions receivable |
|
|
|
|
|
|
25,894 |
|
Employer contributions receivable |
|
|
|
|
|
|
1,279,035 |
|
|
|
|
|
|
|
|
Total assets available for benefits |
|
$ |
377,290,426 |
|
|
$ |
318,112,979 |
|
|
|
|
|
|
|
|
See
notes to financial statements.
1
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
Investment income |
|
|
|
|
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
25,413,490 |
|
|
$ |
47,518,693 |
|
Distributions from mutual and investment funds |
|
|
17,610,765 |
|
|
|
9,825,685 |
|
Dividends on Hess Corporation common stock |
|
|
1,303,969 |
|
|
|
1,275,524 |
|
Interest |
|
|
526,685 |
|
|
|
331,091 |
|
|
|
|
|
|
|
|
|
|
|
44,854,909 |
|
|
|
58,950,993 |
|
Employee contributions |
|
|
22,349,178 |
|
|
|
19,491,777 |
|
Employer contributions |
|
|
15,374,864 |
|
|
|
14,875,637 |
|
Rollovers from other plans |
|
|
1,736,974 |
|
|
|
1,665,413 |
|
Transfers from other plans, net |
|
|
8,027,928 |
|
|
|
29,819 |
|
Administrative fees |
|
|
(74,143 |
) |
|
|
(36,403 |
) |
|
|
|
|
|
|
|
|
|
|
92,269,710 |
|
|
|
94,977,236 |
|
Less withdrawals |
|
|
33,092,263 |
|
|
|
19,960,373 |
|
|
|
|
|
|
|
|
Increase in assets |
|
|
59,177,447 |
|
|
|
75,016,863 |
|
Total assets available for benefits at beginning of year |
|
|
318,112,979 |
|
|
|
243,096,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets available for benefits at end of year |
|
$ |
377,290,426 |
|
|
$ |
318,112,979 |
|
|
|
|
|
|
|
|
See notes to financial statements.
2
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. General
Plan Name: On May 3, 2006, Amerada Hess Corporation changed its name to Hess Corporation (the
Company) and on October 1, 2006, the Plan name was changed from the Amerada Hess Corporation
Employees Savings and Stock Bonus Plan to the Hess Corporation Employees Savings Plan (the
Plan).
Plan Merger: The Amerada Hess Corporation Savings and Stock Bonus Plan for Retail Operations
Employees (the Retail Plan) was merged into the Plan on October 1, 2006. All participants in the
Retail Plan became 100% vested with respect to prior company matching contributions in their
accounts. The Retail Plan assets and participant account balances were
transferred to the Plan following the merger.
Master Trust: The Hess Corporation Master Trust for Employees Savings Plans (the Master
Trust) was established to combine under one agreement the assets of the Plan and the assets of the
Retail Plan. Prior to the merger of the Retail Plan into the Plan, the trustee maintained separate
accounts for each participant to allocate the assets and income of the Master Trust to each of the
plans. The Master Trust was terminated as of the merger date of the two savings plans on October 1,
2006.
Change of Trustee, Investment Funds and Record Keeper: Effective October 1, 2006, the Plans
trustee was changed from the Fidelity Management Trust Company (Fidelity) to The Bank of New
York. At the same time investment options available to plan participants were changed from
Fidelity funds to funds managed by various investment companies. Affiliated Computer Services
(ACS) became the record keeper replacing Fidelity.
2. Summary of Significant Accounting Policies
Basis of Accounting: The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America on the accrual basis
of accounting.
Valuation of Investments: The Plans investments are stated at fair value. Mutual and
investment funds are valued at the quoted market price, which represents the net asset value of
shares held by the Plan at year-end. Hess Corporation common stock values are based on the closing
market prices on the New York Stock Exchange. Short-term investment values are based on redemption
values.
Loans Receivable: Participant loans are stated at the outstanding principal balances, which
approximate fair value.
Interest and Dividend Income: Interest and dividend income is recorded in participant
accounts as earned.
Sale of Investments: Gains or losses on sales of Hess Corporation common stock are based on
actual cost. Gains or losses on sales of the mutual and investment funds in the Plan are based on
average cost.
Use of Estimates: The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ from
those estimates.
Risks and Uncertainties: The Plan invests in various securities including mutual and
investment funds and Hess Corporation common stock. Investment securities are exposed to various
risks, such as interest rate and credit risks and overall market volatility. Due to the level of
risk associated with certain investment securities, it is reasonably possible that changes in the
values of investment securities will occur in the near term and that such changes would materially
affect the amounts reported in the financial statements.
Benefit Payments: Distributions of benefits to participants are recorded when paid.
3
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Description of Plan
The following description of the Plan is provided for general information only. For more
detailed information, participants should refer to the Summary Plan Description or contact the
Benefit Center on-line or by phone.
General: The Plan is a defined contribution plan covering eligible employees of Hess
Corporation and its subsidiaries. Employees are eligible to enroll in the plan upon hire. The Plan
is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: At the election of each participating employee, pre-tax amounts contributed
under the Plan (from 1% to 25% of compensation) are invested in one or more of the available
investment funds with varying investment objectives or in the Hess Corporation Common Stock Fund.
Eligible compensation under the Plan was limited by law to $220,000 in 2006 and to $210,000 in
2005. In 2007 the limit will be $225,000. Before-tax contributions were limited by law to $15,000
in 2006 and $14,000 in 2005. The limit for 2007 will be $15,500.
Employees who attained age 50 by December 31 of the respective year, were eligible to make a
separate before-tax catch-up contribution of $5,000 during 2006 and $4,000 during 2005. Catch-up
contributions are not eligible for matching company contributions and can be made in addition to
regular contributions. In 2007 catch-up contributions up to $5,000 will be allowed for employees
who attain age 50 by the end of the year.
Through 2006, the Company matched the contributions of participants up to 6% of eligible
compensation until participants contributions reached the legal limits ($15,000 and $14,000 in
2006 and 2005, respectively). In 2007, the Company will continue to match the contributions of
participants up to 6% of eligible compensation throughout the calendar year even after the employee
has reached the contribution limit.
Prior to October 1, 2006, employees under age 55 could direct 50% of the employers matching
contributions to any of the Plans investment funds. The remaining 50% was invested in the Hess
Corporation Common Stock Fund. Employees age 55 and older were able to direct 100% of the
employers contributions to any of the investment funds. Beginning on October 1, 2006, all
employees can direct 100% of the employers matching contributions to any of the investment funds.
Participant Accounts: Each participants account is credited with the participants
contributions and allocations of the Companys contributions and Plan earnings. Contributions are
invested in the Plans funds based on the allocation percentages designated by the participant in
increments of 1% of the amount contributed. A participant may change investment designations for
future contributions or reallocate existing investments to different funds on a daily basis.
The Trustee does not receive compensation from the Plan. Such compensation and other
administrative costs are paid by the Company, except for administrative fees on employee loans and
certain redemption fees, which are charged to the participants accounts.
4
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Investment Alternatives: The following funds are the investment choices as of October 1,
2006:
BlackRock Tempfund
BlackRock Core Plus Total Return Portfolio
Western Asset Core Plus Bond Portfolio
Western Asset Inflation Index Plus Bond Portfolio
BlackRock High Yield Bond Portfolio
Vanguard 500 Index Fund
Vanguard Small Cap Index Fund
Alliance Cadence Capital Appreciation Fund
Old Mutual Barrow Hanley Value Fund
Julius Baer International Equity II
Vanguard Mid Cap Index Fund
CRM Mid Cap Value Fund
Principal Real Estate Fund
James Small Cap Fund
Wiliam Blair International Small Cap Growth
Lazard Emerging Markets
T. Rowe Price Retirement Funds (Ten separate life cycle funds based on various retirement
years)
Hess Corporation Common Stock Fund (Approximately 1% is held in short-term investment funds to
facilitate daily transactions.)
The following funds were discontinued on October 1, 2006:
Fidelity Retirement Money Market Portfolio
Fidelity U.S. Bond Index Fund
Fidelity Asset Manager
Fidelity U.S. Equity Index Commingled Pool
Fidelity Growth & Income Portfolio
Fidelity Overseas Fund
Fidelity Aggressive Growth Fund
Fidelity Freedom Funds (Nine separate life cycle funds based on various retirement years)
Fidelity Low-Priced Stock Fund (Closed to new participants as of July 30, 2004)
Descriptions and information concerning the investment objectives and risks of the currently
available funds are included on the Companys benefits center website and in brochures that were
mailed to eligible participants. Employees can also request this information by calling the
Companys benefits center.
Vesting: Interest in the Plan attributable to a participants contributions shall at all
times be vested. Interest in the Plan attributable to the employers contributions vest
immediately.
Participant Loans: Participants may borrow from their account balance, including their
Company matching account, with a minimum of $500 up to a maximum of $50,000. Participants may have
two concurrent loans. The total of the loans cannot exceed the lesser of $50,000 or 50% of the
participants account balance. The participants account balance serves as collateral for the
loans. Loans are amortized in level payments over a period of not more than five years, or not more
than 30 years if borrowed for the purpose of acquiring a principal residence, and are repaid with
interest at 1% above the prime rate determined at the time the loan is made. Currently a $50 loan
set-up fee is charged to participants when they borrow from the Plan. Prior to October 1, 2006, a
$35 loan origination fee and an annual maintenance fee of $15 was charged to the participant.
5
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Rollovers from Other Plans: Employees may deposit an eligible rollover distribution made
by a qualified plan of another employer. They may also rollover a distribution from an individual
retirement account whose assets were derived solely from the rollover from a qualified plan of
another employer. Rollovers are accepted in cash only and are invested according to the
participants current fund elections for contributions. An employee who is not contributing to the
Plan must elect investment options at the time of the rollover. The current market values of
amounts rolled over to the Plan can be withdrawn in whole or in part at any time.
Payment of Benefits: Upon a withdrawal or distribution, an employees investments in the
investment funds are paid in cash. The employees investments in the Hess Corporation Common Stock
Fund are distributed either in whole shares of stock of Hess Corporation (plus the cash equivalent
of any fractional shares) or in cash, depending upon the employees election.
Voluntary complete or partial withdrawals from before-tax contributions are permitted only
after attainment of age 591/2, except in the case of hardship. Generally only employee after-tax
contributions and employer contributions made prior to January 1, 2002 are eligible for withdrawal
by active employees under age 591/2. Terminated employees may withdraw their entire balance at any
time.
Employees may elect direct rollovers of the taxable portion of their distributions to an
individual retirement account, individual retirement annuity or a qualified plan of another
employer. Eligible distributions that are not rolled over are subject to federal income tax
withholding at 20% and may be subject to an additional 10% tax.
4. Investments
The following table presents investments that represent 5 percent or more of the Plans
assets:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
Hess Corporation common stock 3,204,258 and 3,162,210(*)
shares, respectively |
|
$ |
158,835,069 |
|
|
$ |
133,677,157 |
** |
BlackRock TempFund 25,626,271 shares |
|
|
25,626,271 |
|
|
|
|
|
T. Rowe Price Retirement 2015 2,606,020 shares |
|
|
32,236,470 |
|
|
|
|
|
T. Rowe Price Retirement 2020 1,919,516 shares |
|
|
33,303,604 |
|
|
|
|
|
T. Rowe Price Retirement 2025 2,401,217 shares |
|
|
30,879,645 |
|
|
|
|
|
Fidelity Growth & Income Portfolio 1,382,157 shares |
|
|
|
|
|
|
47,546,215 |
|
Fidelity Asset Manager 1,030,975 shares |
|
|
|
|
|
|
16,547,148 |
|
Fidelity U.S. Equity Index Commingled Pool 457,590 shares |
|
|
|
|
|
|
17,955,842 |
|
Fidelity Retirement Money Market Portfolio 24,387,496 shares |
|
|
|
|
|
|
24,387,496 |
|
Fidelity Low- Priced Stock Fund 497,072 shares |
|
|
|
|
|
|
20,300,406 |
|
|
|
|
* |
|
The number of shares reflect the impact of a 3-for-1 split of Hess Corporation common
stock on May 31, 2006. |
|
** |
|
Includes nonparticipant-directed investments. |
6
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
During 2006 and 2005, the value of the Plans investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated (depreciated) as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Hess Corporation common stock |
|
$ |
23,317,899 |
|
|
$ |
48,906,589 |
|
|
|
|
|
|
|
|
|
|
Mutual and investment funds |
|
|
2,095,591 |
|
|
|
(1,387,896 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
25,413,490 |
|
|
$ |
47,518,693 |
|
|
|
|
|
|
|
|
5. Nonparticipant-Directed Investments
As a result of a plan change on October 1, 2006, all investments are now participant directed.
Prior to this plan change, 50% of employer matching contributions were directed to the Hess
Corporation Common Stock fund for participants who were under age 55. Information about the assets
and the components of the changes in assets relating to the nonparticipant-directed investments
(amounts contributed by the employer in the Hess Corporation Common Stock Fund) is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hess Corporation common stock |
|
$ |
|
|
|
$ |
56,432,079 |
|
Short-term investment funds |
|
|
|
|
|
|
380,645 |
|
Interest and dividends receivable |
|
|
|
|
|
|
136,351 |
|
Employer contributions receivable |
|
|
|
|
|
|
9,070 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
56,958,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
Changes in Assets: |
|
|
|
|
|
|
|
|
Investment income (loss)
|
|
|
|
|
|
|
|
|
Net appreciation in fair value of assets |
|
$ |
(1,825,289 |
) |
|
$ |
18,870,239 |
|
Dividend income |
|
|
408,846 |
|
|
|
532,580 |
|
Interest income on participant loans |
|
|
26,062 |
|
|
|
45,155 |
|
|
|
|
|
|
|
|
|
|
|
(1,390,381 |
) |
|
|
19,447,974 |
|
Employer contributions |
|
|
5,030,643 |
|
|
|
5,554,867 |
|
Participant loan repayments |
|
|
200,786 |
|
|
|
336,499 |
|
Administrative fees on employee loans |
|
|
(3,737 |
) |
|
|
(3,079 |
) |
Transfers from (to) other plans, net |
|
|
|
|
|
|
5,339 |
|
|
|
|
|
|
|
|
|
|
|
3,837,311 |
|
|
|
25,341,600 |
|
Transfers to participant-directed investments |
|
|
(57,344,606 |
) |
|
|
(1,596,485 |
) |
Less withdrawals |
|
|
(3,450,850 |
) |
|
|
(2,405,609 |
) |
|
|
|
|
|
|
|
Increase (decrease) in assets |
|
$ |
(56,958,145 |
) |
|
$ |
21,339,506 |
|
Total assets at the beginning of the year |
|
|
56,958,145 |
|
|
|
35,618,639 |
|
|
|
|
|
|
|
|
Total assets at the end of the year |
|
$ |
|
|
|
$ |
56,958,145 |
|
|
|
|
|
|
|
|
7
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
6. Plan Termination
Although it has not expressed any intention to do so, the Company has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA.
7. Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated September
16, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the
Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination
by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to
operate in conformity with the Code to maintain its qualification. The plan administrator believes
the Plan is being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
8. Transfers to and from Other Plans
All plan assets and participant account balances from the Retail Plan were
transferred to the Plan following the merger of the plans on October 1, 2006. Also during 2006 and
2005, certain employee account balances were transferred from or to the Retail Plan and the HOVENSA
Employees Savings Plan due to job changes and job transfers.
9. Class Action Complaint
On October 27, 2003, a class action complaint was filed in the United States District Court
for the District of New Jersey against Hess Corporation (Plan Sponsor) and members of the Employee
Benefit Plans Committee of the Plan Sponsor, as administrator of the Plan, alleging breach of
fiduciary duties under ERISA by the defendants that resulted in losses to participants in the Plan
relating to the value of the Plan Sponsors Common Stock in the Plan since February 9, 2001.
On October 31, 2005, an Agreement of Settlement received court approval. The defendants
agreed to a cash settlement to be paid by the Company and a structural change in the Plan which
allows participants to direct the investment of their Company Matching Contribution Account in the
same manner and among the same investment alternatives as are available for the investment of
employee contributions. At December 31, 2005, the Plan recorded as employer contributions
receivable its portion of the net settlement in the amount of $1,260,894. The net settlement was
distributed to the Plan on May 4, 2006 and was equally distributed to the affected participant
accounts on May 5, 2006. The structural change in the Plan was made on October 1, 2006.
8
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
10. Investments in Master Trust
The Master Trust covered the Plan and the Retail Plan up to the merger of the plans on October
1, 2006. At December 31, 2005, the Plans interest in the assets of the Master Trust was 97.5%.
The changes in the assets of the Master Trust are based on the combined changes in the assets of
the Plan and the Retail Plan. Information about the assets and components of the changes in assets
held in the Master Trust is as follows:
|
|
|
|
|
|
|
|
|
|
|
October 1, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Assets: |
|
|
|
|
|
|
|
|
Investments, at fair value |
|
|
|
|
|
|
|
|
Fidelity Funds |
|
$ |
|
|
|
$ |
178,522,150 |
|
Hess Corporation common stock |
|
|
|
|
|
|
137,341,367 |
|
Short-term investment funds |
|
|
|
|
|
|
926,022 |
|
Loans receivable |
|
|
|
|
|
|
7,543,892 |
|
Interest and dividends receivable |
|
|
|
|
|
|
327,280 |
|
Employee contributions receivable |
|
|
|
|
|
|
36,373 |
|
Employer contributions receivable |
|
|
|
|
|
|
1,629,526 |
|
|
|
|
|
|
|
|
Total assets available for benefits |
|
$ |
|
|
|
$ |
326,326,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from |
|
|
|
|
|
|
January 1 to |
|
|
Year Ended |
|
|
|
October 1, 2006 |
|
|
2005 |
|
Changes in Assets: |
|
|
|
|
|
|
|
|
Investment income |
|
$ |
13,310,047 |
|
|
$ |
11,642,413 |
|
Net appreciation (depreciation) in fair value of investments |
|
|
(6,853,009 |
) |
|
|
48,815,467 |
|
Employee contributions |
|
|
18,387,417 |
|
|
|
19,997,976 |
|
Employer contributions |
|
|
12,731,165 |
|
|
|
15,543,065 |
|
Rollovers from other plans |
|
|
1,530,873 |
|
|
|
1,683,305 |
|
Administrative fees |
|
|
(67,630 |
) |
|
|
(40,308 |
) |
Transfers from other plans, net |
|
|
12,361 |
|
|
|
47,396 |
|
|
|
|
|
|
|
|
|
|
|
39,051,224 |
|
|
|
97,689,314 |
|
Withdrawals |
|
|
(28,129,412 |
) |
|
|
(20,817,647 |
) |
Transfer out of Master Trust |
|
|
(337,248,422 |
) |
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in assets |
|
|
(326,326,610 |
) |
|
|
76,871,667 |
|
Total assets available for benefits at the beginning of the year |
|
|
326,326,610 |
|
|
|
249,454,943 |
|
|
|
|
|
|
|
|
Total assets available for benefits at the end of the year |
|
$ |
|
|
|
$ |
326,326,610 |
|
|
|
|
|
|
|
|
9
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
EIN 134921002 PLAN NO. 001
AT DECEMBER 31, 2006
SCHEDULE H, LINE 4iSCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|
|
|
|
|
|
|
|
Description of investment including |
|
|
Identity of issue, borrower, |
|
maturity date, rate of interest, |
|
Current |
lessor, or similar party |
|
collateral, par or maturity value |
|
value |
Lazard Asset Management
|
|
Lazard Emerging Markets Fund
157,118 shares
|
|
$ |
3,236,632 |
|
William Blair Funds
|
|
William Blair Intl Small Cap Growth
74,202 shares
|
|
|
995,053 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2045
145,477 shares
|
|
|
1,799,547 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement Income
98,312 shares
|
|
|
1,290,833 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2005
267,315 shares
|
|
|
3,103,522 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2010
1,164,351 shares
|
|
|
18,478,255 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2015
2,606,020 shares
|
|
|
32,236,470 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2020
1,919,516 shares
|
|
|
33,303,604 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2025
2,401,217 shares
|
|
|
30,879,645 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2030
880,446 shares
|
|
|
16,367,486 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2035
777,999 shares
|
|
|
10,246,244 |
|
T. Rowe Price
|
|
T. Rowe Price Retirement 2040
331,915 shares
|
|
|
6,223,458 |
|
Allianz Global Investors
|
|
Alliance Cadence Capital Appreciation
Fund 122,355 shares
|
|
|
2,417,743 |
|
Barrow Hanley Advisors
|
|
Old Mutual Barrow Hanley Value
Fund 130,914 shares
|
|
|
1,140,262 |
|
The Vanguard Group
|
|
Vanguard 500 Index Fund
29,686 shares
|
|
|
3,876,674 |
|
CRM Funds
|
|
CRM Midcap Value Fund
76,975 shares
|
|
|
2,296,929 |
|
10
HESS CORPORATION
EMPLOYEES SAVINGS PLAN
EIN 134921002 PLAN NO. 001
AT DECEMBER 31, 2006
SCHEDULE H, LINE 4iSCHEDULE OF ASSETS (HELD AT END OF YEAR)
(continued)
|
|
|
|
|
|
|
|
|
Description of investment including |
|
|
Identity of issue, borrower, |
|
maturity date, rate of interest, |
|
Current |
lessor, or similar party |
|
collateral, par or maturity value |
|
Value |
The Vanguard Group
|
|
Vanguard Mid Cap Index Fund
17,504 shares
|
|
$ |
1,570,600 |
|
James Advantage Funds
|
|
James Small Cap Fund
99,016 shares
|
|
|
2,317,958 |
|
The Vanguard Group
|
|
Vanguard Small Cap Index Fund
42,517 shares
|
|
|
1,387,747 |
|
Julius Baer Funds
|
|
Julius Baer International Equity II
219,842 shares
|
|
|
3,330,625 |
|
BlackRock
|
|
BlackRock Core Plus Total Return
Portfolio 97,462 shares
|
|
|
985,337 |
|
BlackRock
|
|
BlackRock Tempfund
25,626,271 shares
|
|
|
25,626,271 |
|
BlackRock
|
|
BlackRock High Yield Bond Portfolio
150,596 shares
|
|
|
1,225,853 |
|
Western Asset
|
|
Western Asset Core Plus Bond
Portfolio 143,641 shares
|
|
|
1,513,983 |
|
Western Asset
|
|
Western Asset Inflation Index Plus
Bond Portfolio 43,701 shares
|
|
|
447,064 |
|
Principal Financial Group
|
|
Principal Real Estate Fund
76,200 shares
|
|
|
1,999,476 |
|
Hess Corporation
|
|
Common stock
3,204,258 Shares
|
|
|
158,835,069 |
|
*Bank of New York
|
|
Bank of New York Collective Short Term
Investment Fund 1,282,023 shares
|
|
|
1,282,023 |
|
Participant loans
|
|
Interest rates from 5.00% to 10.50%
|
|
|
8,536,302 |
|
|
|
|
|
|
|
|
Total Investments
|
|
|
|
$ |
376,950,665 |
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates party-in-interest to the Plan. |
11
Report of Independent Registered Public Accounting Firm
HESS
CORPORATION EMPLOYEE BENEFIT PLANS COMMITTEE AND PARTICIPANTS IN THE HESS CORPORATION EMPLOYEES SAVINGS PLAN:
We have audited the accompanying statement of assets available for benefits of the Hess Corporation
Employees Savings Plan as of December 31, 2006 and 2005, and the related statements of changes in
assets available for benefits for the years then ended. These financial statements are the
responsibility of the Plans management. Our responsibility is to express an opinion on these
financial statements 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. We
were not engaged to perform an audit of the Plans 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 Plans 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 assets available for benefits of the Plan at December 31, 2006 and 2005, and the
changes in its assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2006 is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
New York, New York
June 11, 2007
12
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Hess
Corporation Employee Benefit Plans Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
HESS CORPORATION |
|
|
|
|
EMPLOYEES SAVINGS PLAN |
|
|
|
|
|
|
|
|
|
/s/ David G. Lutterbach
By: David G. Lutterbach
|
|
|
|
|
Vice President, Global Benefits, Health & Wellness |
|
|
|
|
Hess Corporation |
|
|
|
|
Employee Benefit Plans Committee, Chairperson |
|
|
June 15, 2007
13