Form 10-Q HESS CORP For: Sep 30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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Form 10-Q

For the quarter ended September 30, 2014

or

For the transition period from �������������������� to ��������������������

Commission File Number 1-1204

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HESS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation or Organization)

13-4921002

(I.R.S. Employer Identification Number)

1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y.

(Address of Principal Executive Offices)

10036

(Zip Code)

(Registrants Telephone Number, Including Area Code is (212) 997-8500)

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��x����No���

Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate web site, 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��x����No���

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.

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

At September 30, 2014, there were 298,968,566 shares of Common Stock outstanding.

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HESS CORPORATION

Form 10-Q

TABLE OF CONTENTS

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PART I  FINANCIAL INFORMATION

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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)

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See accompanying notes to consolidated financial statements.

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PART I  FINANCIAL INFORMATION (CONTD.)

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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED INCOME (UNAUDITED)

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See accompanying notes to consolidated financial statements.

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PART I  FINANCIAL INFORMATION (CONTD.)

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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)

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See accompanying notes to consolidated financial statements.

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PART I  FINANCIAL INFORMATION (CONTD.)

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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)

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See accompanying notes to consolidated financial statements.

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PART I  FINANCIAL INFORMATION (CONTD.)

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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED EQUITY (UNAUDITED)

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See accompanying notes to consolidated financial statements.

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PART I  FINANCIAL INFORMATION (CONTD)

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HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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1. Basis of Presentation

The financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of Hess Corporations (the Corporation or Hess) consolidated financial position at September�30, 2014 and December�31, 2013, and the consolidated results of operations and cash flows for the three and nine month periods ended September�30, 2014 and 2013. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year.

In the first quarter of 2013, the Corporation announced several initiatives to continue its transformation into a focused pure play Exploration and Production (E&P) company. The transformation plan included fully exiting the Corporations Marketing and Refining (M&R) businesses, the sale of mature E&P assets and monetizing Bakken midstream assets in 2015. The M&R businesses to be divested included retail, energy marketing, terminal, energy trading and refining operations, as well as the Corporations interests in two power plant joint ventures. In February 2013, the Corporation permanently ceased its refining operations at the Port Reading facility, completing its exit from all refining operations. In the fourth quarter of 2013, the Corporation completed the sale of its energy marketing and terminal businesses and in the third quarter of 2014, the Corporation completed the sale of its retail business. The Corporations interests in the two power plant joint ventures were sold in 2014. The results of the retail, energy marketing and terminal businesses as well as the Port Reading refining operations have been presented as discontinued operations for all periods in the Statement of Consolidated Income. See also Note 2, Discontinued Operations, Note 4, Dispositions and Note�16, Subsequent Events in the Notes to the Consolidated Financial Statements for additional disclosures related to the divestitures.

These financial statements have been prepared in accordance with the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by U.S. generally accepted accounting principles (GAAP) have been condensed or omitted from these interim financial statements. These statements, therefore, should be read in conjunction with the consolidated financial statements and related notes included in the Corporations Annual Report on Form 10-K for the year ended December�31, 2013. Certain information in the financial statements and notes has been reclassified to conform to the current period presentation.

New Accounting Pronouncements: In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The ASU amends the criteria for reporting discontinued operations to include only disposals representing a strategic shift in operations. The ASU also requires expanded disclosures regarding the assets, liabilities, income, and expenses of discontinued operations. This ASU is effective for the Corporation in the first quarter of 2015 and early adoption is permitted. The Corporation is currently assessing the impact of the ASU on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Accounting Standards Codification (ASC) Topic ASC 606. This ASU is effective for the Corporation beginning in the first quarter of 2017 and early adoption is not permitted. The Corporation is currently assessing the impact of the ASU on its consolidated financial statements.

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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2. Discontinued Operations

Downstream businesses reported as discontinued operations in the Statement of Consolidated Income include the retail, energy marketing and terminal businesses as well as the Port Reading refining operations.

Sales and other operating revenues and Income from discontinued operations were as follows:

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In September 2014, the Corporation completed the sale of its retail business for cash proceeds of approximately $2.8 billion. This transaction resulted in a pre-tax gain of $954 million ($602 million after income taxes) after deducting the net book value of assets, including $115 million of goodwill. The Corporation recorded pre-tax gains of $183 million ($114 million after income taxes) and $228�million ($143�million after income taxes) in the third�quarter of 2014 and 2013, respectively relating to the liquidation of lastin, firstout (LIFO) inventories. In addition, the Corporation recorded charges totaling $173�million pre-tax ($110�million after income taxes) in the third quarter of 2014 and $191�million pretax ($120�million after income taxes) in the third quarter of 2013 for impairment, environmental, severance and exit-related activities associated with the divestiture of downstream operations.

During the nine months ended September 30, 2014 and 2013, the Corporation recognized pre-tax gains of $247 million ($154 million after income taxes) and $446 million pre-tax ($280 million after income taxes), respectively, relating to the liquidation of LIFO inventories. Total charges for impairment, environmental, Port Reading refinery shutdown costs, severance, and exit-related activities associated with the divestiture of downstream operations for the nine month periods ended September�30, 2014 and 2013, were $254�million pre-tax ($161 million after income taxes) and $390�million pre-tax ($245�million after income taxes), respectively. In addition, the Corporation recognized a pre-tax charge of $115�million ($72 million after income taxes) in the second�quarter of 2014, related to the termination of lease contracts and the purchase of 180 retail gasoline stations.

In January 2014, the Corporations retail business acquired its partners 56% interest in WilcoHess, a retail gasoline joint venture, for approximately $290�million and the settlement of liabilities. In connection with this business combination, the Corporation recorded a pre-tax gain of $39�million ($24�million after income taxes) to remeasure the carrying value of the Corporations equity interest in WilcoHess to fair value and recorded goodwill of $115�million. Effective from the acquisition date, Hess consolidated the results of WilcoHess operations, which have been included in the results of the discontinued operations reported above. The assets and liabilities acquired from WilcoHess were included in the sale of the retail business in September�2014.

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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3. Exit and Disposal Costs

The following table provides the components of and changes in the Corporations restructuring accruals:

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The following table provides the classification of costs and expense reversals associated with the Corporations restructuring program:

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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The employee severance charges primarily resulted from the Corporations divestiture program announced in March 2013. The severance charges were based on probable amounts incurred under ongoing severance arrangements or other statutory requirements, plus amounts earned through September 30, 2014 under enhanced benefit arrangements. The expense associated with the enhanced benefits is recognized ratably over the estimated service period required for the employee to earn the benefit upon termination.

The Corporation expects to incur additional enhanced severance benefit charges of approximately $1�million beyond the amounts accrued at September 30, 2014. The Corporations estimate of employee severance costs could change due to a number of factors, including the number of employees that work through the requisite service date and the timing of when each remaining divestiture occurs.

For the accrued employee severance at September 30, 2014 totaling $136�million, the Corporation expects to pay approximately 60% in 2014, 35% in 2015 and the remainder in 2016. For the accrued facility and other exit costs totaling $28�million, the Corporation expects to pay approximately 30% in 2014 and the remainder in 2015 and beyond.

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4. Dispositions

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In the third�quarter of 2014, the Corporation completed the sale of its interest in an exploration asset in the United Kingdom North Sea for $53�million which resulted in a pre-tax gain of $33�million ($33�million gain after income taxes) and its joint venture interest in the Bayonne�Energy complex for $79�million, which did not result in a gain or loss. In June�2014, the Corporation completed the sale of its joint venture interest in an electric generating facility in Newark, New Jersey for cash proceeds of $320�million, resulting in a pre-tax gain of approximately $13�million ($8�million gain after income taxes). Also in the first�six�months of 2014, the Corporation completed the sale of a total of approximately 77,000 net acres in the dry gas area of the Utica shale play including related wells and facilities, for total cash proceeds of approximately $1,075�million and recorded a pre-tax gain of $62�million ($35�million gain after income taxes) after deducting the net book value of assets, including allocated goodwill of $11�million.��In April�2014, the Corporation completed the sale of its E&P interests in Thailand for cash proceeds of approximately $805�million.��This transaction resulted in a pre-tax gain of $706�million ($706�million gain after income taxes) after deducting the net book value of assets, including allocated goodwill of $76�million. In the first quarter of 2014, the Corporation completed the sale of its interest in the Pangkah asset, offshore Indonesia for cash proceeds of approximately $650�million. This transaction resulted in a pre-tax gain of $31�million ($10�million loss after income taxes) after deducting the net book value of assets, including allocated goodwill of $56�million. In addition, the Corporation sold an exploration block in Indonesia for a pre-tax loss of $20�million ($11�million gain after income taxes).

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In the second quarter of 2013, the Corporation sold its Russian subsidiary, Samara-Nafta, for cash proceeds of $2.1�billion after working capital and other adjustments. Net proceeds to Hess were approximately $1.9�billion. This transaction resulted in a pre-tax gain of $1,119�million ($1,119 million gain after income taxes). After reduction of the noncontrolling interest holders share of $168�million, which was reflected in Net income (loss) attributable to noncontrolling interests, the net gain attributable to the Corporation was $951�million. In March�2013, the Corporation sold its interests in the Azeri-Chirag-Guneshli (ACG) fields (Hess 3%), offshore Azerbaijan in the Caspian Sea, and the associated Baku-Tbilisi-Ceyhan (BTC) oil transportation pipeline company (Hess 2%) for cash proceeds of $884�million. The transaction resulted in a pre-tax gain of $360�million ($360 million after income taxes). In January�2013, the Corporation completed the sale of its interests in the Beryl fields and the Scottish Area Gas Evacuation System (SAGE) in the United Kingdom North Sea for cash proceeds of $442�million. The transaction resulted in a pre-tax gain of $328�million ($323 million after income taxes).

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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5. Inventories

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Inventories consisted of the following:

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Inventories related to the E&P segment were $629�million at September 30, 2014 and $599�million at December 31, 2013.

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6. Property, Plant and Equipment

Assets Held for Sale: At December�31, 2013, E&P assets totaling $1,097�million, primarily consisting of the net property, plant and equipment balances as well as allocated goodwill of $76�million, for the Corporations assets in Thailand and the Pangkah Field, offshore Indonesia (Hess 75%) were classified as held for sale and are reported within Other current assets in the Consolidated Balance Sheet. In addition, liabilities related to these properties totaling $286�million, primarily consisting of asset retirement obligations and deferred income taxes, are reported within Accrued liabilities. In 2014, the Corporation completed the sale of its interests in Thailand and Pangkah. See Note�4, Dispositions, in the Notes to the Consolidated Financial Statements.

Capitalized Exploratory Well Costs:��The following table discloses the net changes in capitalized exploratory well costs pending determination of proved reserves for the nine months ended September�30, 2014�(in millions):

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The preceding table excludes exploratory dry hole costs of $61�million which were incurred and subsequently expensed in 2014. Capitalized exploratory well costs charged to expense in the second quarter of 2014 included $169�million to write-off a previously capitalized exploration well in the western half of Green Canyon Block 469 in the Gulf of Mexico as further explained below.

Capitalized exploratory well costs greater than one year old after completion of drilling were $1,737�million at September 30, 2014. Approximately 48% of the capitalized well costs in excess of one year relates to Block WA-390-P, offshore Western Australia, where development planning and commercial activities, including negotiations with potential liquefaction partners, are ongoing. Successful negotiation with a third party liquefaction partner is necessary before the Corporation can negotiate a gas sales agreement and sanction development of the project. Approximately 29% relates to the Stampede Project in the Gulf of Mexico where Hess is operator and owns a 25% working interest. An application to unitize Blocks 468, 512, the western half of 469 and the eastern half of 511 was filed with the Bureau of Safety and Environmental Enforcement in the first quarter of 2014. During the second quarter of 2014, the Corporation received approval to unitize Blocks 468, 512 and the eastern half of 511. As Block 469 was not accepted in the unitized development area, the Corporation expensed the capitalized well on this block in the second quarter.��See also Note�16, Subsequent Events in the Notes to the Consolidated Financial Statements. Approximately 21% relates to offshore Ghana where the Corporation has drilled seven successful exploration wells. Appraisal plans for the seven wells on the block were submitted to the Ghanaian government in June 2013

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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for approval. Four of the plans were approved and discussions continue with the government on the three�remaining appraisal plans. In the third�quarter of 2014, the Corporation completed a three well appraisal program in Ghana.��Well results are being evaluated and development planning is progressing.��The remaining 2% of the capitalized well costs in excess of one year relates to projects where further drilling is planned or development planning and other assessment activities are ongoing to determine the economic and operating viability of the projects.

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7.�Goodwill

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

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The increase in goodwill resulted from the Corporations first quarter 2014 purchase of WilcoHess, which was subsequently disposed of as part of the sale of the Corporations retail business. See Note�2, Discontinued Operations, in the Notes to the Consolidated Financial Statements.

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8.��Asset Retirement Obligations

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The following table describes changes to the Corporations asset retirement obligations for the nine�months ended September 30, 2014 and year ended December 31, 2013:

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The revisions of estimated liabilities in 2014 and 2013 primarily reflect increases in estimated abandonment obligations resulting from changes in the expected scope of operations and changes in estimated service and equipment costs.

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9. Debt

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In June�2014, the Corporation issued $600�million of unsecured, fixed-rate notes ($598�million net of discount) comprising $300�million with a coupon of 1.3% and scheduled to mature in June 2017 as well as $300�million with a coupon of 3.5% and scheduled to mature in July 2024. In the first nine months of 2014, the Corporation repaid $553�million of debt, including $250�million of unsecured, fixed-rate notes, $212�million for the payment of various lease obligations primarily to retire retail gasoline station leases and $74�million assumed in the acquisition of WilcoHess. See also Note�2, Discontinued Operations, in the Notes to the Consolidated Financial Statements.

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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10. Other Non-operating Income

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In the first�quarter of 2014, the Corporation recorded a charge of $84�million ($52�million after income taxes) to reduce to fair value its investment in the Bayonne Energy Center (BEC) joint venture (Hess 50%) based on a Level�3 fair value measurement. This charge was included in Other, net in the Statement of Consolidated Income. During the third quarter of 2014, the Corporation divested its interest in the BEC joint venture. See Note�4, Dispositions, in the Notes to the Consolidated Financial Statements.

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Pre-tax foreign currency gains (losses) included in Other, net in the Statement of Consolidated Income amounted to the following:

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11. Retirement Plans

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Components of net periodic pension cost consisted of the following:

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In 2014, the Corporation expects to contribute approximately $70�million to its funded pension plans. Through September 30, 2014, the Corporation contributed approximately $60�million of this amount.

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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12. Weighted Average Common Shares and Share Repurchase Plan

The net income and weighted average number of common shares used in the basic and diluted earnings per share computations were as follows:

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The Corporation granted 1,073,179�shares of restricted stock, 298,222�performance share units (PSUs) and 162,911�stock options during the nine month�period ended September 30, 2014 and 1,205,569 shares of restricted stock and 279,093�PSUs for the same period in 2013. The weighted average common shares used in the diluted earnings per share calculations exclude the effect of 124,357 and 1,214,422 stock options for the three and nine months ended September 30, 2014, respectively, as well as 3,680,344 and��4,661,606 stock options for the three and nine months ended September 30, 2013, respectively, because their effect would be anti-dilutive.

In March 2013, the Corporation announced a board authorized plan to repurchase up to $4 billion of outstanding common stock using proceeds from its announced asset divestiture program. In May 2014, the Corporation increased its board authorized share repurchase program to $6.5 billion. The share repurchase program commenced in August 2013. During the first nine months of 2014, the Corporation purchased 30.1�million shares for a total cost of $2,669 million, at an average cost of $88.67 per share including transaction fees. As of September�30, 2014, the Corporation has approximately $2.3 billion available under its board authorized plan for purchasing additional common shares.

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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13.��Guarantees and Contingencies

The Corporation, along with many 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 U.S. 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. The majority of the cases asserted against the Corporation have been settled. In March�2014, the Corporation agreed to settle claims against it arising out of an action brought by the State of New Jersey for approximately $35�million. The settlement has been approved by the trial judge and the Corporation has reserves to fully cover this settlement amount. In June�2014, the Commonwealth of Pennsylvania filed a lawsuit in state court in Pennsylvania alleging that Hess Corporation and all major oil companies with operations in Pennsylvania have damaged the ground waters in Pennsylvania by introducing gasoline with MTBE into the Commonwealth. This action has been removed to the Federal court and has been forwarded to the existing MTBE multidistrict litigation pending in the Southern District of New York. An action brought by the Commonwealth of Puerto Rico also remained unresolved at September 30, 2014. The Corporation has recorded reserves for its estimated liabilities for its unresolved MTBE lawsuits, which are not material to the consolidated financial statements.

The Corporation is subject to loss contingencies with respect to various claims, lawsuits and other proceedings. The Corporation cannot predict with certainty if, how or when such claims, lawsuits and proceedings will be resolved or what the eventual relief, if any, may be. Numerous issues may need to be resolved, including through lengthy discovery, conciliation and/or arbitration proceedings, or litigation before a loss or range of loss can be reasonably estimated.� Subject to the foregoing, in managements opinion, based upon currently known facts and circumstances, the outcome of such lawsuits, claims and proceedings is not expected to have a material adverse effect on the financial condition of the Corporation.� However, the Corporation could incur judgments, enter into settlements or revise its opinion regarding the outcome of certain matters, and such developments could have a material adverse effect on its results of operations in the period in which the amounts are accrued and its cash flows in the period in which the amounts are paid.

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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14. Segment Information

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The Corporation has substantially completed its transition to a pure play E&P company.��The results of operations for its retail, energy marketing, terminal and refining businesses have been classified as discontinued operations.��See also Note�1, Basis of Presentation, Note�2, Discontinued Operations and Note 16, Subsequent Events in the Notes to the Consolidated Financial Statements for additional disclosures related to these divestures.��The Corporation currently has one operating segment, Exploration and Production, and a Corporate, Interest and Other segment, which includes its energy trading joint venture, Hess Energy Trading Corporation (HETCO).��In October�2014, the Corporation reached an agreement to sell its interest in HETCO, and as a result, it will be reported as discontinued operations beginning with fourth quarter 2014 reporting.

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The Corporations results by segment were as follows:

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Identifiable assets by operating segment were as follows:

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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15. Financial 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 and natural gas as well as changes in interest rates and foreign currency values.� In the disclosures that follow, risk management activities refer to the mitigation of these risks through hedging activities.��The Corporation is also exposed to commodity price risks primarily related to crude oil, natural gas, refined petroleum products and electricity, as well as foreign currency values from a 50% voting interest in a consolidated energy trading joint venture. See also Note�16, Subsequent Events in the Notes to the Consolidated Financial Statements.

In conjunction with the sale of the energy marketing business in the fourth quarter of 2013, certain derivative contracts, including new transactions following the closing date, (the delayed transfer derivative contracts) were not transferred to the acquirer, Direct Energy, a North American subsidiary of Centrica plc (Centrica), as required customer or regulatory consents had not been obtained. However, the agreement entered into between Hess and Direct Energy on the closing date transferred all economic risks and rewards of the energy marketing business, including the ownership of the delayed transfer derivative contracts, to Direct Energy. The transfer of these remaining contracts was completed during 2014.

The Corporation maintains a control environment for all of its risk management and trading activities under the direction of its chief risk officer and through its corporate risk policy, which the Corporations senior management has approved. Controls include volumetric, term and value at risk limits. The chief risk officer must approve the trading of new instruments and commodities. Risk limits are monitored and reported on a daily basis to business units and senior management. The Corporations risk management department also performs independent price verifications (IPVs) of sources of fair values and validations of valuation models. The Corporations treasury department is responsible for administering foreign exchange rate and interest rate hedging programs using similar controls and processes, where applicable.

The Corporations risk management department, in performing the IPV procedures, utilizes independent sources and valuation models that are specific to the individual contracts and pricing locations to identify positions that require adjustments to better reflect the market. This review is performed quarterly and the results are presented to the chief risk officer and senior management. The IPV process considers the reliability of the pricing services through assessing the number of available quotes, the frequency at which data is available and, where appropriate, the comparability between pricing sources.

The following is a description of the Corporations 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 beginning 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.

Financial Risk Management Activities: Financial risk management activities include transactions designed to reduce risk in the selling prices of crude oil 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 Corporations 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. These forward contracts comprise various currencies, primarily the British Pound and Danish Krone. Interest rate swaps may be used to convert interest payments on certain long-term debt from fixed to floating rates.

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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The gross volumes of the risk management derivative contracts outstanding were as follows:

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In the fourth�quarter of 2013, the Corporation entered into Brent crude oil fixed-price swap contracts to hedge 25,000�barrels of oil per day (bopd) for calendar year 2014. This 2014 hedging program was extended by 5,000�bopd in the first quarter of 2014 and an additional 10,000�bopd in the second quarter of 2014. These Brent crude oil hedges are at an overall average price of $109.17�per barrel. In addition, during the second quarter of 2014 the Corporation entered into West Texas Intermediate (WTI) crude oil fixed-price swap contracts to hedge 20,000�bopd for the remainder of 2014 at an average price of $100.41�per barrel. In 2013, the Corporation had Brent crude oil fixed-price swap contracts to hedge 90,000�bopd of crude oil sales volumes at an average price of approximately $109.70�per barrel.

Realized gains from E&P crude oil hedging activities increased E&P Sales and other operating revenues by $27�million and $24�million for the three and nine months�ended September 30, 2014, respectively ($17�million and $15�million after income taxes, respectively) and $2�million and $36�million for the three and nine months ended September 30, 2013, respectively ($1�million and $23�million after income taxes, respectively). At September 30, 2014, the after-tax deferred gains in Accumulated other comprehensive income (loss) related to crude oil hedges were $36�million, which will be reclassified into Sales and other operating revenues in the Statement of Consolidated Income during the remainder of 2014 as the hedged crude oil sales are recognized in earnings. Gains from ineffectiveness of crude oil hedges, that were recognized immediately in Sales and other operating revenues, were approximately $6�million and $2�million for the three and nine months ended September 30, 2014, respectively, and a loss of $17�million and a gain of $1�million for the three and nine months ended September�30, 2013, respectively.

At September 30, 2014 and December 31, 2013, the Corporation had interest rate swaps with gross notional amounts of $1,300�million and $865�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 three months ended September 30, 2014 and 2013, the Corporation recorded a decrease of approximately $10�million and an increase of $1�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. For the nine months ended September 30, 2014 and 2013, the Corporation recorded decreases of $5�million and $27�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.

Gains or losses on foreign exchange contracts that are not designated as hedges 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 in Financial Risk Management activities and not designated as hedges amounted to the following:

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

�

Trading Activities: Trading activities are conducted through an energy trading joint venture in which the Corporation has a 50%�voting interest. This joint venture generates earnings through various strategies primarily using energy-related commodities, securities and derivatives. The information that follows represents 100% of the energy trading joint venture as well as the Corporations proprietary trading activities, which ceased in 2013.

The gross volumes of derivative contracts outstanding related to trading activities were as follows:

�

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

�

�

Fair Value Measurements: The Corporation generally enters into master netting arrangements to mitigate legal and counterparty credit risk. Master netting arrangements are generally accepted overarching master contracts that govern all individual transactions with the same counterparty entity as a single legally enforceable agreement. The U.S. Bankruptcy Code provide for the enforcement of certain termination and netting rights under certain types of contracts upon the bankruptcy filing of a counterparty, commonly known as the safe harbor provisions. If a master netting arrangement provides for termination and netting upon the counterpartys bankruptcy, these rights are generally enforceable with respect to safe harbor transactions. If these arrangements provide the right of offset and the Corporations intent and practice is to offset amounts in the case of such a termination, the Corporations policy is to record the fair value of derivative assets and liabilities on a net basis.

In the normal course of business, the Corporation relies on legal and credit risk mitigation clauses providing for adequate credit assurance as well as close-out netting, including two-party netting and single counterparty multilateral netting. As applied to the Corporation, two-party netting is the right to net amounts owing under safe harbor transactions between a single defaulting counterparty entity and a single Hess entity, and single counterparty multilateral netting is the right to net amounts owing under safe harbor transactions among a single defaulting counterparty entity and multiple Hess entities. The Corporation is reasonably assured that these netting rights would be upheld in a bankruptcy proceeding in the U.S. in which the defaulting counterparty is a debtor under the U.S. Bankruptcy Code.

19

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

�

The following table provides information about the effect of netting arrangements on the presentation of the Corporations physical and financial derivative assets and (liabilities) that are measured at fair value, with the effect of single counterparty multilateral netting being included in column (v):

�

�

The net assets and liabilities that were offset in the Consolidated Balance Sheet as reflected in column (iv) of the table above were primarily included in Accounts receivable  Trade and Accounts payable, respectively. Included in these net amounts were the assets and liabilities related to the Corporations discontinued operations of approximately $1�million and $4�million, respectively, as of September 30, 2014, and $612�million and $620�million, respectively, as of December 31, 2013.

20

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

�

The table below reflects the gross and net fair values of the risk management and trading derivative instruments and, at December 31, 2013 also includes energy marketing risk management derivative instruments:

�

�

The Corporation determines fair value in accordance with the fair value measurements accounting standard (Accounting Standards Codification 820Fair 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). Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level�2.

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 or interpolation, that result in the most representative prices for instruments with similar characteristics. Multiple inputs may be used to measure fair value,

21

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

�

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.

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

�

22

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

�

�

�

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 September 30, 2014 and December 31, 2013.

23

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

�

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

�

The Corporations 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.

The following table provides changes in physical derivatives and financial assets and (liabilities) primarily related to commodities that are measured at fair value based on Level�3 inputs:

�

�

The significant unobservable inputs used in Level�3 fair value measurements for the Corporations physical commodity contracts and derivative instruments primarily include less liquid delivered locations for physical commodity contracts or volatility assumptions for out-of-the-money options.��The following table provides information about the Corporation's significant recurring unobservable inputs used in the Level�3 fair value measurements.��Natural gas contracts are usually quoted and transacted using basis pricing relative to an active pricing location (e.g. Henry Hub), for which price inputs represent the approximate value of differences in geography and local market conditions.��All other price inputs in the table below represent full contract prices.��Significant changes in any of the inputs, independently or correlated, may result in a different fair value.

24

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

�

�

�

25

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PART I  FINANCIAL INFORMATION (CONTD)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

�

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. As of September 30, 2014, the Corporations net Accounts receivable  Trade related to continuing operations were concentrated with the following counterparty industry segments: Integrated Oil Companies32%, Financial Institutions22%, Trading Companies15%, Refiners12% and Government Entities9%. As of December 31, 2013, the Corporations net Accounts receivableTrade were concentrated as follows: Integrated Oil Companies45%, Refiners18%, Financial Institutions14%, Government Entities8% and Trading Companies7%. 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 September 30, 2014 and December 31, 2013, the Corporation held cash from counterparties of $33�million and $79�million, respectively. The Corporation posted cash to counterparties at September 30, 2014 and December 31, 2013, of $98�million and $168�million, respectively.

The Corporation had outstanding letters of credit totaling $169�million and $410�million at September 30, 2014 and December 31, 2013, respectively. Certain of the Corporations agreements also contain contingent collateral provisions that could require the Corporation to post additional collateral if the Corporations credit rating declines. As of September 30, 2014, the net liability related to both realized and unrealized derivative contracts with contingent collateral provisions was approximately $52�million ($281�million at December 31, 2013). There was no�cash collateral posted on those derivatives at September 30, 2014�($31�million at December 31, 2013). At September 30, 2014 and at December 31, 2013, all three major credit rating agencies that rate the Corporations debt had assigned an investment grade rating. If one�of the three�agencies were to downgrade the Corporations rating to below investment grade, the Corporation would be required to post additional collateral of approximately $52�million at September 30, 2014 and $134�million at December 31, 2013.

�

16.��Subsequent Events

�

In October�2014, the Corporation and its coowners agreed to proceed with the development of the Stampede Field (Hess�25%) located in Green Canyon Blocks 468, 511 and 512 in the Gulf of Mexico.��In October�2014, the Corporation also reached an agreement to sell its interest in its energy trading joint venture, HETCO.��This transaction is expected to close in the first quarter of 2015.

�

�

�

26

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PART IFINANCIAL INFORMATION (CONTD.)

�

�

Overview

�

Hess Corporation (the Corporation or Hess) is a global Exploration and Production (E&P) company that develops, produces, purchases, transports and sells crude oil, natural gas liquids and natural gas. In March 2013, the Corporation announced an asset sales program that included divesting its downstream businesses and, oil and gas properties in Indonesia and Thailand to continue its transformation into a focused pure play E&P company. Other actions announced by the Corporation included returning capital to shareholders. In the third�quarter of 2013, the Corporation increased its quarterly dividend 150% to $0.25�per common share and commenced share repurchases under an authorized $4�billion share repurchase program. In May�2014, the Corporation increased this share repurchase program to $6.5�billion.��From August 2013 through September 30, 2014, Hess purchased 49.4�million common shares at a cost of $4.2�billion.

�

On September�24, 2014, the Corporations wholly owned subsidiary, Hess�Midstream Partners LP, filed a registration statement on Form�S-1 with the U.S. Securities and Exchange Commission (SEC) related to its proposed initial public offering of common units representing limited partner interests in certain Bakken midstream assets. The offering is expected to occur in 2015.

�

Third Quarter Results

�

The Corporation reported net income of $1,008�million in the third quarter of 2014, compared with $420�million in the third quarter of 2013. Excluding items affecting comparability of earnings between periods on page�28, net income was $377�million in the third quarter of 2014 compared with $405�million in the third quarter of 2013, primarily due to lower realized crude oil selling prices and higher Depreciation, depletion and amortization expenses (DD&A). E&P crude oil and natural gas production was 318,000�barrels of oil equivalent per day (boepd) in the third quarter of 2014 compared to 310,000�boepd in the same period in 2013.

�

Exploration and Production

�

E&P earnings were $441�million in the third quarter of 2014 compared with $455�million in the third quarter of 2013. Excluding items affecting comparability of earnings between periods, E&P net income was $412�million and $458�million in the third quarter of 2014 and 2013, respectively. In the third quarter of 2014, the Corporations average worldwide crude oil selling price, including the effect of hedging, was $96.36�per barrel, down from $104.95�per barrel in the third quarter of 2013. The Corporations average worldwide natural gas selling price was $5.59�per thousand cubic feet (mcf) in the third quarter of 2014, compared with $6.52�per mcf in the third quarter of 2013. Pro forma production, which excludes production from assets sold as well as any production from Libya, was 314,000�boepd and 269,000�boepd in the third quarter of 2014 and 2013, respectively. The Corporation expects pro forma production to average between 330,000�boepd and 340,000�boepd for the fourth�quarter of 2014, reflecting continued growth from the Bakken shale play in North Dakota and first production from the Tubular Bells field in the U.S. Gulf of Mexico. The Corporation expects full year 2014 pro forma production to be in the upper end of our guidance range of 305,000�boepd to 315,000�boepd.

�

The following is an update of E&P activities:

�

�

�

27

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PART IFINANCIAL INFORMATION (CONTD.)

Overview (continued)

�

�

Downstream Businesses

�

In September�2014, the Corporation completed the sale of its retail business for net cash proceeds of approximately $2.8�billion. In August�2014, the Corporation completed the sale of its interest in Bayonne Energy Center, a natural gas-fired power plant in Bayonne, New Jersey for cash proceeds of $79 million. In June�2014, the Corporation completed the sale of its 50%�interest in a joint venture constructing an electric generating facility in Newark, New Jersey for cash proceeds of $320�million.��In October 2014, the Corporation also reached an agreement to sell its interest in its energy trading joint venture, Hess Energy Trading Corporation (HETCO).

�

Results of Operations

�

The after-tax income (loss) by major operating activity is summarized below:

�

�

Items Affecting Comparability of Earnings Between Periods

�

The following table summarizes, on an after-tax basis, items of income (expense) that are included in net income and affect comparability of earnings between periods. The items in the table below are explained and the pre-tax amounts are discussed on pages 33 to 36.

�

�

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.

�

28

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PART IFINANCIAL INFORMATION (CONTD.)

Results of Operations (continued)

�

Comparison of Results

�

Exploration and Production

�

Following is a summarized income statement of the Corporations E&P operations:

�

�

Excluding the E&P items affecting comparability of earnings between periods in the table on page�33, the changes in E&P earnings were primarily attributable to the impact of asset sales and changes in selling prices, sales volumes, cost of products sold, cash operating costs, depreciation, depletion and amortization, exploration expenses and income taxes, as described below.

�

Selling Prices: Average realized crude oil selling prices, including the effect of hedging, were 8% lower in the third quarter compared to the same period in 2013 mainly due to lower crude oil prices.��Crude oil selling prices, including hedging, were comparable in the first�nine months of 2014 compared to the same period in 2013.

�

29

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PART IFINANCIAL INFORMATION (CONTD.)

Results of Operations (continued)

�

The Corporations average selling prices were as follows:

�

�

As of September�30, 2014, the Corporation had entered into Brent crude oil fixed-price swap contracts to hedge a total of 40,000�barrels of oil per day (bopd) for the remainder of 2014 at an average price of $109.17�per barrel. In addition, the Corporation entered into West Texas Intermediate (WTI) crude oil fixed-price swap contracts to hedge 20,000�bopd for the remainder of 2014 at an average price of $100.41�per barrel. In 2013, the Corporation had Brent crude oil fixed-price swap contracts to hedge 90,000�bopd of crude oil sales volumes at an average price of approximately $109.70�per barrel.

�

Realized gains from E&P crude oil hedging activities increased E&P Sales and other operating revenues by $27�million and $24�million for the three and nine months ended September 30, 2014, respectively ($17�million and $15�million after income taxes, respectively). Realized gains from E&P crude oil hedging activities increased E&P Sales and other operating revenues by $2�million and $36�million for the three and nine months ended September 30, 2013, respectively ($1�million and $23�million after income taxes, respectively).

30

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PART IFINANCIAL INFORMATION (CONTD.)

Results of Operations (continued)

�

�

Production volumes: The Corporations crude oil and natural gas production was 318,000�boepd in both the third quarter and first�nine months of 2014 compared with 310,000�boepd and 347,000�boepd for the same periods in 2013, respectively. Pro forma production, which excludes assets sold as well as any production from Libya, was 314,000�boepd and 306,000�boepd in the third quarter and first nine months of 2014, respectively, compared with 269,000�boepd and 267,000�boepd in the same periods of 2013, respectively.

�

The Corporations net average daily worldwide production by region was as follows:

�

�

United States: Crude oil, natural gas liquids and natural gas production was higher in the third quarter and first nine months of 2014, compared to the corresponding periods in 2013, as a result of continued development of the Bakken�oil shale

31

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PART IFINANCIAL INFORMATION (CONTD.)

Results of Operations (continued)

�

play, lower downtime and a new production well at the Llano Field, and higher gas production from an active drilling program in the Utica Shale.

�

Europe: Crude oil production was lower in the third quarter of 2014, due to planned maintenance downtime at the Valhall Field, offshore Norway, which was partly offset by higher production in the South Arne Field, offshore Denmark. Crude oil production was lower in the first�nine months of 2014 compared to the same period in 2013, due to the April 2013 sale of the Corporations Russian subsidiary, partially offset by the higher production at the Valhall Field during 2014 following completion of the redevelopment project in 2013.

�

Africa: Crude oil production in Africa was lower in the third quarter and first nine months of 2014 compared with the same periods in 2013, primarily due to the shutdown of Libyan production from the third quarter of 2013, which was caused by civil unrest in the country. Libyan production was 4,000�boepd and 2,000�boepd in the third quarter and first�nine�months of 2014, respectively, compared with 11,000�boepd and 20,000�boepd in the third quarter and first�nine months of 2013, respectively.

�

Asia and other: Crude oil and natural gas production was lower in the third quarter and first�nine months of 2014 compared to the same periods in 2013, mainly due to asset sales. In January�2014, the Corporation sold its interest in the Pangkah asset, offshore Indonesia, which was producing at the rate of 10,000�boepd at the time of sale. This sale was followed by the divestiture of the Corporations Thailand assets in April�2014, which were producing at the rate of 19,000�boepd at the time of sale. In March�2013, the Corporation sold its interests in the Azeri-Chirag-Guneshli (ACG) fields in Azerbaijan, which were producing at the rate of 6,000�boepd at the time of sale, followed by the divesture in December�2013 of the Corporations interest in the Natuna�A Field, offshore Indonesia, which was producing at the rate of 5,500�boepd at the time of sale. Natural gas production was also lower in the third quarter and first�nine months of 2014 primarily due to a planned facility shutdown at the Joint Development Area of Malaysia/Thailand, which more than offset production from the North Malay Basin where production commenced in the fourth�quarter of 2013.

�

Sales volumes:��Higher sales volumes in the third quarter of 2014 compared with the same period in 2013, primarily related to the Bakken oil shale play and first production from the Llano #4 well, offshore United States. These increases were partially offset by asset sales and lower production at the Valhall Field, offshore Norway. Lower sales volumes in the first�nine months of 2014, compared to the same period of 2013, were primarily due to asset sales.

�

The Corporations worldwide sales volumes were as follows:

�

�

Cost of Products Sold: Cost of products sold is mainly comprised of costs relating to the purchases of crude oil, natural gas liquids and natural gas from the Corporations partners in Hess operated wells or other third�parties. The increase in Cost of products sold in the third quarter of 2014 compared with the same period in 2013 principally reflects higher volumes of crude oil purchases from third parties. The decrease in the first�nine months of 2014 compared to the corresponding period in 2013 principally reflects lower volumes of crude oil purchases from third�parties.

�

32

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PART IFINANCIAL INFORMATION (CONTD.)

Results of Operations (continued)

�

Cash Operating Costs: Cash operating costs, consisting of Operating costs and expenses, Production and severance taxes, and E&P general and administrative expenses, decreased by approximately $15�million and $220�million in the third quarter and first�nine months of 2014, respectively, compared with the same periods in 2013, mainly due to asset sales together with lower employee severance charges.

�

Depreciation, Depletion and Amortization: DD&A expenses were higher in the third quarter and first�nine months of 2014, compared with the corresponding periods in 2013, largely due to the mix of production volumes. The 2014 results include the impact of the Bakken�oil shale play, the Valhall�Field, offshore Norway, and the Utica shale play, which each have higher DD&A rates per barrel than the portfolio average. DD&A was also higher in 2014 as a result of higher production from the Llano�Field in the U.S. and new production from the North Malay Basin.

�

Excluding items affecting comparability of earnings between periods, cash operating costs per barrel of oil equivalent (boe) were $21.76 in the third quarter of 2014 compared with $22.84 in the third quarter of 2013 and DD&A costs were $28.48 in the third quarter of 2014 compared with $23.71 in the third quarter of 2013, resulting in total production unit costs of $50.24 and $46.55 per boe in the third quarter of 2014 and 2013, respectively. Excluding items affecting comparability of earnings between periods, cash operating costs per boe were $22.11 in the first�nine months of 2014 compared with $21.86 in the first�nine months of 2013 and DD&A costs were $26.87 in the first�nine months of 2014 compared with $20.73 in the first�nine months of 2013, resulting in total production unit costs of $48.98 and $42.59 per boe in the first�nine months of 2014 and 2013, respectively.

�

For the fourth�quarter of 2014, cash operating costs are estimated to be in the range of $20.50 to $21.50�per boe and DD&A expenses are estimated to be in the range of $29.00�to $30.00 per boe for a range of total production unit costs of $49.50 to $51.50 per boe.

�

Exploration Expenses: Exploration expenses were lower in the third quarter of 2014 compared to the same period in 2013, due to lower dry hole expenses, leasehold impairment expenses, and geological and seismic expenses. Exploration expenses were higher for the nine month period ended September 30, 2014 primarily due to dry hole expenses in the United States, Kurdistan and Malaysia, partially offset by lower geologic and seismic expenses. Exploration expenses during the first nine months of 2014 included $169 million ($105 million after income taxes) to write-off a previously capitalized exploration well in the western half of Block�469 in the Gulf of Mexico and charges totaling $135�million pretax�($68 million after income taxes) to write-off leasehold acreage in the Paris�Basin of France, the Shakrok�Block in Kurdistan and the Corporations interest in a natural gas exploration project, offshore Sabah, Malaysia, all of which have been reported as items affecting comparability of earnings between periods.��For the fourth quarter of 2014 exploration expenses, excluding dry hole costs, are expected to be in the range of $180 million to $200 million.

�

Income Taxes: Excluding items affecting comparability between periods, the effective income tax rate for E&P operations was 41% and 38% in the third�quarter and first�nine months of 2014, respectively, compared to 47% and 44% for the same periods in 2013, primarily reflecting lower crude oil sales from Libya. The fourth�quarter 2014 E&P effective income tax rate is expected to be in the range of 41% to 43%, assuming no sales from Libya.

�

Items Affecting Comparability of Earnings Between Periods:��The following table summarizes, on an after-tax basis, income (expense) items that affect comparability of E&P expenses between periods:

�

�

33

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PART IFINANCIAL INFORMATION (CONTD.)

Results of Operations (continued)

�

Gains on Asset Sales, net: In September�2014, the Corporation completed the sale of an exploration asset in the United Kingdom North Sea, for cash proceeds of $53�million, which resulted in a pre-tax gain of $33 million ($33 million after income taxes). In the first six�months of 2014, the Corporation completed the sale of a total of approximately 77,000 net acres, including related wells and facilities, in the dry gas area of the Utica�shale play, for total cash proceeds of approximately $1,075 million, which resulted in a pre-tax gain of $62 million ($35�million after income taxes). In April 2014, the Corporation completed the sale of its Thailand assets for cash proceeds of approximately $805�million. This transaction resulted in a pre-tax gain of $706�million ($706�million after income taxes). In April�2013, the Corporation completed the sale of its Russian subsidiary, Samara-Nafta, for cash proceeds of $2.1�billion after working capital and other adjustments. Based on the Corporations 90%�interest in Samara-Nafta, after-tax proceeds to Hess were approximately $1.9�billion. This transaction resulted in a pre-tax gain of $1,119 million ($1,119 million after income taxes), which was reduced by $168�million for the noncontrolling interest holders share of the gain, resulting in a net gain attributable to the Corporation of $951�million. In the first quarter of 2013, the Corporation completed the sale of its interests in the Azeri-Chirag-Guneshli (ACG) fields, offshore Azerbaijan in the Caspian Sea, for cash proceeds of $884�million, resulting in a pre-tax gain of $360 million ($360 million after income taxes) and completed the sale of its interests in the Beryl�fields in the United Kingdom North Sea for cash proceeds of $442�million, resulting in a pre-tax gain of $328�million ($323�million after income taxes).

�

Employee Severance and Other Exit Costs: During the third quarter of 2014 and 2013, the Corporation recorded pretax severance and other exit costs of $5 million and $3 million, respectively ($4�million and $3 million after income taxes, respectively), resulting from its transformation to a more focused pure play E&P company. Severance and other exit costs for the first�nine months of 2014 and 2013 were $8 million and $95 million, respectively ($4�million and $88�million after income taxes, respectively).

�

Income Tax Charges: During the first nine months of 2013, the Corporation recorded a non-cash income tax charge of $28�million as a result of an asset divestiture.

�

The Corporations 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. For a more comprehensive description of the risks that may affect the Corporations E&P business, see Item 1A. Risk Factors Related to Our Business and Operations in the Annual Report on Form 10K for the year ended December 31, 2013.

�

Corporate and Interest

�

The following table summarizes Corporate and Interest expenses:

�

�

Corporate expenses were lower in the first�nine months of 2014 compared to the same periods in 2013, reflecting lower employee related costs, contract labor and professional fees. Interest expense, net was lower in the third quarter and first�nine months of 2014 compared to the corresponding periods in 2013, reflecting both lower average outstanding debt and interest rates.��Capitalized interest was also higher in the nine months ended September�30, 2014 compared with the nine�months ended September�30, 2013.

�

34

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PART IFINANCIAL INFORMATION (CONTD.)

Results of Operations (continued)

�

Items Affecting Comparability of Earnings Between Periods:��The following table summarizes, on an after-tax basis, income (expense) items that affect comparability of Corporate expenses between periods:

�

�

Excluding items affecting comparability of earnings, Corporate expenses for the fourth quarter of 2014 are expected to be between $35�million and $40�million after income taxes.��Interest expenses are expected to be in the range of $50�million to $55�million after income taxes.

�

Downstream Businesses

�

The downstream businesses reported income of $647�million and $53 million in the third quarters of 2014 and 2013, respectively and $579�million and $178�million in the first�nine months of 2014 and 2013, respectively.��Excluding items affecting comparability of earnings, downstream businesses earned $43�million in the third quarter of 2014 and $30�million in the third quarter of 2013 reflecting higher retail earnings and improved trading results, partially offset by lower energy marketing earnings resulting from the fourth�quarter 2013 divestiture of the energy marketing business.��For the nine month periods ended September�30, 2014 and 2013, downstream net income excluding items affecting comparability of earnings was $87�million and $146�million, respectively.

�

35

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PART IFINANCIAL INFORMATION (CONTD.)

Results of Operations (continued)

�

Items Affecting Comparability of Earnings Between Periods: The following table summarizes, on an aftertax basis, income (expense) items that affect comparability of earnings of the downstream businesses between periods:

�

�

In September 2014, the Corporation completed the sale of its retail business for cash proceeds of approximately $2.8�billion. This transaction resulted in a pre-tax gain of $954�million ($602�million after income taxes) after deducting the net book value of assets, including $115�million of goodwill. The Corporation recorded pre-tax gains of $183�million ($114�million after income taxes) and $228�million ($143�million after income taxes) in the third quarter of 2014 and 2013, respectively relating to the liquidation of last-in, first-out (LIFO) inventories.��In addition, the Corporation recorded charges totaling $176 million pre-tax ($112 million after income taxes) in the third quarter of 2014 and $191 million pre-tax ($120 million afterincome taxes) in the third quarter of 2013 for impairment, environmental, severance and exit related activities associated with the divestiture of downstream operations.

�

During the nine months ended September 30, 2014 and 2013, the Corporation recognized pre-tax gains of $247�million ($154�million after income taxes) and $446�million pre-tax ($280�million after income taxes), respectively, relating to the liquidation of LIFO inventories.��Total��pre-tax charges for impairment, environmental, Port Reading refinery shutdown costs, severance and exit related activities associated with the divestiture of downstream operations for the nine month periods ended September 30, 2014 and 2013 were $342�million ($216�million after income taxes) and $395�million ($248�million after income taxes), respectively.

�

In addition, the Corporation recognized a pre-tax charge of $115�million ($72�million after income taxes) in the second quarter of 2014, related to the termination of lease contracts and the purchase of 180�retail gasoline stations.

�

In January�2014, the Corporations retail business acquired its partners 56%�interest in WilcoHess, a retail gasoline joint venture, for approximately $290�million and the settlement of liabilities.��As a result of remeasuring the carrying value of the Corporations equity interest in WilcoHess to fair value in connection with this business combination, a pre-tax gain of $39�million ($24�million after income taxes) was recognized and goodwill of $115 million was recorded.��Effective from the acquisition date, Hess consolidated the results of WilcoHess operations, which have been included in the results of the discontinued operations.��The assets and liabilities acquired from WilcoHess were included in the sale of the retail business in September 2014.

�

36

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PART IFINANCIAL INFORMATION (CONTD.)

�

Liquidity and Capital Resources

�

The following table sets forth certain relevant measures of the Corporations liquidity and capital resources:

�

�

Cash Flows

�

The following table summarizes the Corporations cash flows:

�

�

Operating activities: Net cash provided by operating activities was $3,407�million in the first nine months of 2014, compared with $3,320�million in the same period of 2013, reflecting the impact of changes in working capital, partially offset by lower operating earnings primarily as a result of the asset sales.

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Investing activities: Capital expenditures related to continuing operations were $3,710�million in the first nine months of 2014 and $4,389�million in the same period in 2013, mainly due to reduced capital expenditures in the Bakken, reflecting lower well costs and improved capital efficiency. During the first nine months of 2014, the Corporation received total proceeds from asset sales of $2,978�million, primarily from the sale of its dry gas acreage in the Utica shale play ($1,075�million), its assets in Thailand ($805�million), the Pangkah�Field, offshore Indonesia ($650�million), and its interests in two power plant joint ventures ($399 million). During the first nine months of 2013, the Corporation received proceeds of $3,802�million from asset sales, primarily the sale of its interests in the ACG, Beryl and Eagle Ford fields, together with the sale of its interest in its Russian subsidiary, Samara-Nafta.

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Net cash provided by investing activities related to discontinued operations includes proceeds of $2,824 million from the sale of the retail business.��In addition, the Corporation acquired in January�2014, its partners 56% interest in WilcoHess, a retail gasoline joint venture, for approximately $290 million. In June�2014, the Corporation incurred capital expenditures of

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PART IFINANCIAL INFORMATION (CONTD.)

Liquidity and Capital Resources (continued)

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$105�million related to the acquisition of previously leased retail gasoline stations. Both of these transactions were undertaken in connection with the Corporations divestiture of its retail business.

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Financing activities: In the first�nine months of 2014, the Corporation issued $600�million ($598�million net of discount) of unsecured, fixedrate notes and repaid $553�million of debt, including $250�million of unsecured, fixedrate notes, $74�million assumed in the acquisition of WilcoHess, and $212�million for the payment of various lease obligations primarily related to the retirement of the Corporations retail gasoline station leases. See also Note�2, Discontinued Operations, in the Notes to the Consolidated Financial Statements. During the first nine months of 2014, the Corporation purchased $2,638�million of common shares under its board authorized repurchase plan, which was increased to $6.5�billion from $4�billion in the second quarter of 2014. Dividends paid were $232�million in the first nine months of 2014 compared to $154�million in the first nine months of 2013. The dividend was $0.75�per common share during the first nine months of 2014 compared to $0.45 during the first nine months of 2013.

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Future Capital Requirements and Resources

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The Corporation anticipates investing approximately $5.8 billion in capital and exploratory expenditures during 2014 for E&P operations. The Corporation expects to fund the remainder of its 2014 obligations with cash flow from operations and existing cash on-hand. Based on current crude oil prices, the Corporation may experience an operating cash flow deficit in 2015, including capital expenditures, dismantlement obligations, pension contributions, debt repayments, and dividends. The Corporation expects to fund its 2015 operating and capital requirements with existing cash on-hand, cash flows from operations, proceeds from asset sales and, if necessary, short-term borrowings.

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The Corporations board of directors has authorized a plan to repurchase up to $6.5�billion in outstanding Hess common stock. Through September 30, 2014, the Corporation has repurchased a total of approximately $4.2�billion of outstanding common stock, including $2.7�billion repurchased during the first�nine months of 2014.

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The table below summarizes the capacity, usage and available capacity of the Corporations borrowing and letter of credit facilities at September 30, 2014:

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The Corporations $169�million in letters of credit outstanding at September 30, 2014 were primarily issued to satisfy international E&P collateral requirements. See also Note�15, Financial Risk Management and Trading Activities, in the Notes to the Consolidated Financial Statements.

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The Corporation has a $4�billion syndicated revolving credit facility that matures in April 2016. This facility 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 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 Corporations credit rating changes.

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PART IFINANCIAL INFORMATION (CONTD.)

Liquidity and Capital Resources (continued)

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The Corporations longterm debt agreements, including the revolving credit facility, contain financial covenants that restrict the amount of total borrowings and secured debt. These financial covenants do not currently impact the Corporations ability to issue indebtedness to fund its future capital requirements.

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The Corporation also has a shelf registration under which it may issue additional debt securities, warrants, common stock or preferred stock.

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Market Risk Disclosures

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As discussed in Note�15, Financial Risk Management and Trading Activities, in the Notes to the Consolidated Financial Statements, in the normal course of its business, the Corporation is exposed to commodity risks related to changes in the prices of crude oil and natural gas as well as changes in interest rates and foreign currency values. In the disclosures that follow, risk management activities refer to the mitigation of these risks through hedging activities. The Corporation is also exposed to commodity price risks primarily related to crude oil, natural gas, refined petroleum products and electricity, as well as foreign currency values, from its 50% voting interest in a consolidated energy trading joint venture, HETCO.��In October 2014, the Corporation also reached an agreement to sell its interest in HETCO.

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In conjunction with the Corporations sale of its energy marketing business in the fourth�quarter of 2013, certain derivative contracts, including new transactions following the closing date, (the delayed transfer derivative contracts) were not transferred to the acquirer, Direct Energy, a North American subsidiary of Centrica plc (Centrica), as required customer or regulatory consents had not been obtained. However, the agreement entered into between Hess and Direct Energy on the closing date transferred all economic risks and rewards of the energy marketing business, including the ownership of the delayed transfer derivative contracts, to Direct Energy. The transfer of these remaining contracts was completed during the third quarter of 2014.

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Value at Risk: 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 trading strategies change to capture potential market rate movements or hedging levels change in risk management activities. The potential change in fair value based on commodity price risk is presented in the financial risk management and trading activities sections below.

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Financial Risk Management Activities

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Financial risk management activities include transactions designed to reduce risk in the selling prices of crude oil 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 Corporations 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.

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The Corporation estimates that the value at risk for financial risk management activities was approximately $8�million at September 30, 2014 and $13�million at December�31, 2013, which was primarily due to crude oil cash flow hedge positions, as described in Note�15, Financial Risk Management and Trading Activities, in the Notes to the Consolidated Financial Statements. The results may vary from time to time primarily as hedge levels change.

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In the fourth�quarter of 2013, the Corporation entered into Brent crude oil fixed-price swap contracts to hedge 25,000�bopd for calendar year 2014. This 2014 hedging program was extended by 5,000�bopd in the first quarter of 2014 and an additional 10,000�bopd in the second quarter of 2014. These hedges are at an average price of $109.17�per barrel. In addition, during the second quarter of 2014 the Corporation entered into West Texas Intermediate (WTI) crude oil fixedprice swap contracts to hedge 20,000�bopd for the remainder of 2014 at an average price of $100.41�per barrel. The Corporation has outstanding foreign exchange contracts used to reduce its exposure to fluctuating foreign exchange rates for various currencies. The change in fair value of foreign exchange contracts from a�10% strengthening of the U.S. Dollar exchange rate is estimated to be a gain of approximately $118�million at September 30, 2014.

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PART IFINANCIAL INFORMATION (CONTD.)

Market Risk Disclosures (continued)

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The Corporations outstanding long-term debt of $5,996�million, including current maturities, had a fair value of $7,307�million at September 30, 2014. A 15% decrease in the rate of interest would increase the fair value of debt by approximately $165�million at September 30, 2014. A 15% increase in the rate of interest would decrease the fair value of debt by approximately $160�million at September 30, 2014.

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Trading Activities

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Trading activities are conducted through HETCO, an energy trading joint venture in which the Corporation has a 50% voting interest. The joint venture generates earnings through various strategies primarily using energy related commodities, securities and derivatives.

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The Corporation estimates that the value at risk for trading activities, including commodities, was $5�million at September 30, 2014 and $4�million at December 31, 2013.

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The information that follows represents 100% of the energy trading joint venture, as well as the Corporations proprietary trading accounts for 2013. Derivative trading transactions are marked-to-market and unrealized gains or losses are recognized in earnings. Gains or losses from sales of physical products are recorded at the time of sale. Net realized gains and losses from trading activities for the three and nine months ended September 30, 2014 amounted to gains of $132�million and $221�million, respectively, and gains of $12�million and $68�million for the corresponding periods in 2013, respectively.

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The following table provides an assessment of the factors affecting the changes in the fair value of net assets (liabilities) relating to financial instruments and derivative commodity contracts used in trading activities:

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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 Corporations trading activities at September 30, 2014:

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PART IFINANCIAL INFORMATION (CONTD.)

Market Risk Disclosures (continued)

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The following table summarizes the fair values of receivables net of cash margin and letters of credit relating to the Corporations trading activities and the credit ratings of counterparties at September 30, 2014 (in millions):

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Forward-looking Information

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Certain sections of Managements Discussion and Analysis of Financial Condition and Results of Operations, including references to the Corporations future results of operations and financial position, liquidity and capital resources, capital expenditures, asset sales, oil and gas production, tax rates, debt repayment, hedging, derivative, market risk disclosures and off-balance sheet arrangements, 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 Corporations 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.

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PART IFINANCIAL INFORMATION (CONTD.)

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The information required by this item is presented under Item 2, Managements Discussion and Analysis of Financial Condition and Results of OperationsMarket Risk Disclosures.

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Based upon their evaluation of the Corporations disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2014, John B. Hess, Chief Executive Officer, and John P. Rielly, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of September 30, 2014.

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There was no change in internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 in the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

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PART IIOTHER INFORMATION

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The Corporation, along with many 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 U.S. 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. The majority of the cases asserted against the Corporation have been settled. In March�2014, the Corporation agreed to settle claims against it arising out of an action brought by the State of New Jersey for approximately $35�million. The settlement has been approved by the trial judge and the Corporation has reserves to fully cover this settlement amount.��In June�2014, the Commonwealth of Pennsylvania filed a lawsuit in state court in Pennsylvania alleging that Hess Corporation and all major oil companies with operations in Pennsylvania have damaged the ground waters in Pennsylvania by introducing gasoline with MTBE into the Commonwealth. This action has been removed to the Federal court and has been forwarded to the existing MTBE multidistrict litigation pending in the Southern District of New York. An action brought by the Commonwealth of Puerto Rico also remained unresolved at September 30, 2014. The Corporation has recorded reserves for its estimated liabilities for its unresolved MTBE lawsuits, which are not material to the consolidated financial statements.

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The Corporations share repurchase activities for the three�months ended September 30, 2014, were as follows:

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PART�IIOTHER INFORMATION (CONTD.)

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SIGNATURES

Pursuant to the requirements 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.

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Date: November 10, 2014

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Exhibit 31(1)

CERTIFICATIONS

I, John B. Hess, certify that:

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Date: November�10, 2014

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Exhibit 31(2)

I, John P. Rielly, certify that:

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Date: November�10, 2014

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Exhibit 32(1)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hess Corporation (the Corporation) on Form 10-Q for the period ending September�30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John B. Hess, Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section�1350, as adopted pursuant to Section�906 of the Sarbanes-Oxley Act of 2002, that:

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A signed original of this written statement required by Section�906 has been provided to Hess Corporation and will be retained by Hess Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32(2)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hess Corporation (the Corporation) on Form 10-Q for the period ending September�30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John�P.�Rielly, Senior Vice President and Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section�1350, as adopted pursuant to Section�906 of the Sarbanes-Oxley Act of 2002, that:

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A signed original of this written statement required by Section�906 has been provided to Hess Corporation and will be retained by Hess Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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