hes-11k_20171231.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year December 31, 2017

OR

TRANSITION REPORT PURSUANT TO 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

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

Year Ended December 31, 2017 and 2016

 

CONTENTS

 

 

Page

Number

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

Financial Statements

 

 

 

Statements of Net Assets Available for Benefits

2

 

 

Statement of Changes in Net Assets Available for Benefits

3

 

 

Notes to Financial Statements

4

 

 

 

 

Supplemental Schedule

 

 

 

Form 5500 – Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

7

 

 

 

 

Signature

8

 

 

Exhibit Index

9

Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm

 

 

 


 

Report of Independent Registered Public Accounting Firm

Hess Corporation Employee Benefit Plans Committee and

Participants in the Hess Corporation Employees’ Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Hess Corporation Employees’ Savings Plan (“the Plan”) as of December 31, 2017 and 2016, and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2017 and 2016, and the changes in its net assets available for benefits for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.  

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2017, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

 

 

 

/s/ Ernst & Young LLP

 

We have served as the Plan’s auditor since 1973

New York, New York

June 28, 2018

 

 

1

 


 

 

HESS CORPORATION

EMPLOYEES’ SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

Investments, at fair value:

 

 

 

 

 

 

 

 

Mutual funds

 

$

609,015,679

 

 

$

558,002,659

 

Hess Corporation common stock fund

 

 

122,427,002

 

 

 

168,125,263

 

 

 

 

731,442,681

 

 

 

726,127,922

 

Notes receivable from participants

 

 

6,999,766

 

 

 

7,747,768

 

Cash

 

 

 

 

 

1,791,191

 

Interest and dividends receivable

 

 

 

 

 

19,135

 

Prepaid administrative expenses

 

 

853

 

 

 

5,500

 

Total assets

 

 

738,443,300

 

 

 

735,691,516

 

Other liabilities

 

 

(11,270

)

 

 

(83,123

)

Total net assets available for benefits

 

$

738,432,030

 

 

$

735,608,393

 

 

See accompanying notes to financial statements.

 

 

2

 


 

 

HESS CORPORATION

EMPLOYEES’ SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

Year ended

December 31,

 

 

 

2017

 

 

 

 

 

 

Investment income

 

 

 

 

Net appreciation in fair value of investments

 

$

35,438,969

 

Distributions from mutual funds

 

 

17,262,276

 

Dividends on Hess Corporation common stock fund

 

 

2,615,492

 

 

 

 

55,316,737

 

Employee contributions

 

 

23,731,983

 

Employer contributions

 

 

22,316,999

 

Rollovers from other plans

 

 

1,834,681

 

Interest and other income

 

 

326,038

 

Benefit payments

 

 

(100,417,060

)

Administrative expenses

 

 

(285,741

)

Net increase in net assets available for benefits

 

 

2,823,637

 

Total net assets available for benefits at beginning of year

 

 

735,608,393

 

Total net assets available for benefits at end of year

 

$

738,432,030

 

 

 

 

 

 

See accompanying notes to financial statements.

 

3

 


HESS CORPORATION

EMPLOYEES’ SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

1.Description of Plan

The following description of the Hess Corporation (the Company) Employees’ Savings Plan (the Plan) is provided for general information only.  For more information, participants should refer to the summary plan description, which can be obtained from the Company’s Benefits Center.

General:  The Plan is a defined contribution plan covering all eligible United States (U.S.) based employees of the Company.  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).  The Hess Corporation Employee Benefits Plan Committee provides guidance and direction for the Plan’s activities.  Effective February 2017, the Plan changed its trustee to Fidelity Management Trust Company (Trustee) and its recordkeeper to Fidelity Investments Institutional Operations.  Prior to February 2017, the Plan’s trustee was JPMorgan Chase Bank NA, and its recordkeeper was Xerox HR Solutions, LLC.  Effective January 1, 2018, the Plan was amended to provide employees with the option of electing Roth contributions for their deferrals, implemented an automatic enrollment feature for employees and a default investment option.  The amendments also provide that employees can contribute up to 50% of their compensation to the Plan, subject to other limitations.

Contributions:  At the election of each participating employee, pre-tax amounts contributed under the Plan (from 1% to 25% of compensation, subject to IRS limits) and the employer’s matching contributions are invested in one or more of the Plan’s available mutual funds with varying investment objectives or in the Hess Corporation common stock fund.  The Company makes matching contributions equal to 133% of participant contributions up to 6% of eligible compensation.  Prior to January 1, 2012, the Company’s matching contribution rate was 100% of the employee’s contribution up to 6% of eligible compensation.  In the year an employee reaches age 50, and all years thereafter, an employee is eligible to make an additional before-tax “catch-up” contribution to the Plan that is not eligible for matching company contributions.

Vesting:  Participants are immediately fully vested in their contributions and the employer’s matching contributions.

Participant Accounts:  Each participant’s account is credited with the participant’s contributions, allocations of the Company’s contributions and the Plan’s investment earnings.  Contributions are invested in the Plan’s 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.

Hess Corporation Common Stock Fund:  The fund invests in the common stock of Hess Corporation, which is traded on the New York Stock Exchange (NYSE) under the ticker symbol HES.  Approximately 1% of this fund is invested in short-term investment funds to manage short-term liquidity needs of the fund.

Notes Receivable from Participants:  Participants may borrow from their account balance, including their Company matching account, 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 participant’s account balance.  The participant’s account balance serves as collateral for the loans.  There are no allowances for credit losses on participant loans.  Loans are repaid by participants in equal installments 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.  Interest on loans is charged at a rate of 1% above the prime rate determined at the time the loan is made.  A loan set-up fee of $50 is charged to participants when they borrow from the Plan.  If a participant terminates employment with the Company, they may continue to make loan payments through a pre-authorized check agreement.  If the loan is not repaid, it will automatically be treated as a distribution to the participant.

Rollovers from Other Plans:  Employees may deposit an eligible rollover distribution made by a qualified plan of another employer or 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 participant’s 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.

 

4

 


HESS CORPORATION

EMPLOYEES’ SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

Payment of Benefits:  Upon a withdrawal or distribution, the market value of an employee’s investments in the Plan’s mutual funds, reduced for any outstanding loan balances, is paid in cash.  The employee’s investments in the Hess Corporation common stock fund are distributed either in shares of common stock of Hess Corporation (plus the cash equivalent of any fractional shares) or in cash, depending upon the employee’s election.

Voluntary complete or partial withdrawals from before-tax contributions are permitted only after attainment of age 59 ½, 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 59 ½.  Terminated employees may withdraw their entire balance at any time, except for balances of $1,000 or less, which are automatically distributed in a lump sum upon termination of employment.  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.  Distributions from the Plan that are not rolled over are subject to federal income tax withholding at 20% and may be subject to an additional 10% tax.

Expenses:  The Plan’s expenses are costs for the general administration of the Plan and include recordkeeping, legal and accounting services.  Expenses may be paid by either the Plan or the Company.  Administrative fees related to participant-directed transactions such as employee loans and certain investment fund redemptions are charged directly to participant accounts.

Party-in-interest: Funds that qualify as party-in-interest transactions include shares in the money market fund managed by Trustee and the Hess Corporation common stock fund.  All of these transactions are exempt from ERISA’s prohibited transaction rules.

2.Summary of Significant Accounting Policies

Basis of Accounting:  The accompanying financial statements for the Plan have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) on the accrual basis of accounting.

Valuation of Investments:  The Plan’s investments are stated at fair value in accordance with Accounting Standards Codification Topic 820, Fair Value Measurement (ASC 820).  Mutual funds are valued at the quoted market price, which represents the net asset value of shares held by the Plan at year-end.  These mutual funds are registered with Securities and Exchange Commission and are required to publish their daily asset value and to transact at that price.  Hess Corporation common stock values are based on the closing market prices on the NYSE.  See Note 3, Fair Value Measurements.

Notes Receivable from Participants:  Notes receivable from participants are stated at their outstanding principal balances plus any accrued interest.

Interest and Dividend Income:  Interest and dividend income is recorded in participant accounts as earned.  Dividends are recorded on the ex-dividend date.

Sale of Investments:  Purchases and sales of securities are recorded on a trade-date basis.  Net appreciation/depreciation in the fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.  Gains or losses on sales of Hess Corporation common stock and mutual funds in the Plan are based on average cost.

Benefit Payments:  Distributions of benefits to participants are recorded when paid.

Use of Estimates:  The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates that affect the amounts reported in the financial statements, accompanying notes and supplemental schedules.  Actual results could differ from those estimates.

Risks and Uncertainties:  The Plan invests in various mutual funds and Hess Corporation common stock.  Investment securities are exposed to various risks, such as overall market volatility, commodity prices, interest rates, foreign exchange rates, and credit risks.  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 could materially affect participant’s account balances and the amounts reported in the financial statements.

 

5

 


HESS CORPORATION

EMPLOYEES’ SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

3.Fair Value Measurements

The provisions of ASC 820 establish a hierarchy for the inputs used to measure fair value based on the source of the input, that 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 for each financial asset presented below is based on the lowest significant input level within the fair value hierarchy.  Mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan.  Hess Corporation common stock values are based on the closing market prices on the NYSE, which is the primary exchange on which the stock is traded.

The following table provides the fair value hierarchy of the Plan’s financial assets:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

609,015,679

 

 

$

 

 

$

 

 

$

609,015,679

 

Hess Corporation common stock fund

 

 

122,427,002

 

 

 

 

 

 

 

 

 

122,427,002

 

Total assets at fair value

 

$

731,442,681

 

 

$

 

 

$

 

 

$

731,442,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

558,002,659

 

 

$

 

 

$

 

 

$

558,002,659

 

Hess Corporation common stock fund

 

 

168,125,263

 

 

 

 

 

 

 

 

 

168,125,263

 

Total assets at fair value

 

$

726,127,922

 

 

$

 

 

$

 

 

$

726,127,922

 

4.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.  In the event of a plan termination, the net assets of the Plan may be distributed to participants in accordance with the Plan’s provisions and applicable law.

5.Tax Status

The Plan received its most recent determination letter from the Internal Revenue Service dated January 9, 2014, 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.  The Plan was amended and restated subsequent to the receipt of the determination letter.  Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification.  The Plan administrator believes the Plan, as amended and restated, is being operated in compliance with the applicable requirements of the Code, and therefore believes the Plan is qualified and the related trust is tax exempt.

U.S. GAAP requires plan management to evaluate uncertain tax positions taken by the Plan.  The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS.  The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017, there are no uncertain positions taken or expected to be taken.  The Plan is subject to routine audits by regulatory authorities; however, there are currently no open audits for any tax periods. The plan administrator believes the Plan is no longer subject to audit review for years prior to 2014.

 

 

6

 


HESS CORPORATION

EMPLOYEES’ SAVINGS PLAN

EIN 13 – 4921002 PLAN NO. 001

 

AT DECEMBER 31, 2017

 

Form 5500 – SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

Identity of Issuer, Borrower,

Lessor, or Similar Party

 

Description of Investment including

Maturity Date, Rate of Interest,

Collateral, Par or Maturity Value

 

Current

Value

 

Hess Corporation Common Stock Fund:

 

 

 

 

*Hess Corporation

 

Common Stock - 2,553,519 shares

 

$

121,215,547

 

*Fidelity

 

Money Market Fund - 1,211,455 shares

 

 

1,211,455

 

Mutual Funds:

 

 

 

 

 

 

The Vanguard Group

 

Vanguard Institutional Index Fund - 296,959 shares

 

 

72,297,615

 

T. Rowe Price

 

T. Rowe Price Retirement 2025 Fund - 4,447,829 shares

 

 

56,265,036

 

The Vanguard Group

 

Vanguard Mid Cap Index Fund - 1,184,748 shares

 

 

50,138,524

 

T. Rowe Price

 

T. Rowe Price Retirement 2020 Fund - 3,965,249 shares

 

 

48,970,826

 

The Vanguard Group

 

Vanguard Small Cap Index Fund - 581,682 shares

 

 

41,171,452

 

The Vanguard Group

 

Federal Money Market - 40,211,190 shares

 

 

40,211,190

 

T. Rowe Price

 

T. Rowe Price Retirement 2030 Fund - 2,951,911. shares

 

 

38,079,653

 

T. Rowe Price

 

T. Rowe Price Retirement 2035 Fund - 2,733,162 shares

 

 

35,886,414

 

Laudus Funds

 

Laudus U.S. Large Cap Growth Fund - 1,410,274 shares

 

 

27,288,796

 

T. Rowe Price

 

T. Rowe Price Retirement 2040 Fund - 1,755,856 shares

 

 

23,335,328

 

Western Asset

 

Western Asset Core Plus Bond Fund - 1,844,554 shares

 

 

21,821,078

 

Lazard Asset Management

 

Lazard Emerging Markets Fund - 1,047,255 shares

 

 

20,966,054

 

T. Rowe Price

 

T. Rowe Price Retirement 2045 Fund - 1,525,015 shares

 

 

20,374,202

 

T. Rowe Price

 

T. Rowe Price Retirement 2015 Fund - 1,690,439 shares

 

 

20,133,129

 

The Vanguard Group

 

Vanguard Developed Markets Index Fund - 1,236,808 shares

 

 

17,847,133

 

The Vanguard Group

 

Vanguard Total Bond Market Index Fund - 1,272,100 shares

 

 

13,675,074

 

William Blair Funds

 

William Blair International Small Cap Growth Fund - 766,177 shares

 

 

12,051,964

 

Touchstone Investments

 

Touchstone Value Fund - 1,192,415 shares

 

 

11,947,997

 

Voya Funds

 

Voya Small Company Open-End Fund - 648,602 shares

 

 

11,032,727

 

Western Asset

 

Western Asset Inflation Indexed Plus Fund - 580,334 shares

 

 

6,540,362

 

T. Rowe Price

 

T. Rowe Price Retirement Balanced Fund - 549,553 shares

 

 

6,237,429

 

T. Rowe Price

 

T. Rowe Price Retirement 2010 Fund - 482,854 shares

 

 

5,659,047

 

T. Rowe Price

 

T. Rowe Price Retirement 2005 Fund - 217,876 shares

 

 

2,496,861

 

T. Rowe Price

 

T. Rowe Price Retirement 2050 Fund - 134,075 shares

 

 

1,791,242

 

T. Rowe Price

 

T. Rowe Price Retirement 2055 Fund - 117,949 shares

 

 

1,576,982

 

T. Rowe Price

 

T. Rowe Price Retirement 2060 Fund - 92,182 shares

 

 

1,219,564

 

Notes Receivable from Participants

 

Loans to Plan participants (interest rates of 4.25% to 9.25%)

 

 

6,999,766

 

 

 

 

 

 

 

 

Total

 

 

 

$

738,442,447

 

*

Indicates party-in-interest to the Plan.

 

 

 

7

 


 

SIGNATURE

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

 

 

 

 

 

By:

/s/ Brent L. Schwartz

 

 

     Brent L. Schwartz

 

     Director, HR – Benefits and HR Services

 

 

June 28, 2018

 

8

 


 

EXHIBIT INDEX

23.1 – Consent of Independent Registered Public Accounting Firm

9