AMERADA HESS CORP
10-Q, 2000-11-03
PETROLEUM REFINING
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<PAGE>   1

================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                             ----------------------

                                   FORM 10-Q

           [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2000

                                       or

           [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ___________ to ___________


                         COMMISSION FILE NUMBER 1-1204

                             ----------------------

                            AMERADA 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)

     (Registrant's telephone number, including area code is (212) 997-8500)

Indicate by check mark whether the registrant (I) 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
                                                    ----------        ----------

       At September 30, 2000, 88,574,505 shares of Common Stock were
outstanding.

================================================================================

<PAGE>   2


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

             AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                        STATEMENT OF CONSOLIDATED INCOME
                      (IN MILLIONS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                             THREE MONTHS                  NINE MONTHS
                                                          ENDED SEPTEMBER 30            ENDED SEPTEMBER 30
                                                       -----------------------       -----------------------
                                                         2000           1999           2000           1999
                                                       --------       --------       --------       --------
<S>                                                    <C>            <C>            <C>            <C>
REVENUES
  Sales (excluding excise taxes) and
     other operating revenues                          $  2,833       $  1,802       $  8,308       $  4,770
  Non-operating income
     Gains on asset sales                                   - -            165            - -            273
     Equity in income of HOVENSA L.L.C                       24              7             76             24
     Other                                                   30              3             87             95
                                                       --------       --------       --------       --------

               Total revenues                             2,887          1,977          8,471          5,162
                                                       --------       --------       --------       --------


COSTS AND EXPENSES
  Cost of products sold                                   1,768          1,073          5,361          2,935
  Production expenses                                       139            111            401            327
  Marketing expenses                                        157            108            385            288
  Other operating expenses                                   60             52            168            168
  Exploration expenses, including dry holes
     and lease impairment                                    65             45            217            186
  General and administrative expenses                        50             70            152            184
  Interest expense                                           42             39            119            116
  Depreciation, depletion and amortization                  176            159            516            434
                                                       --------       --------       --------       --------

               Total costs and expenses                   2,457          1,657          7,319          4,638
                                                       --------       --------       --------       --------

  Income before income taxes                                430            320          1,152            524
  Provision for income taxes                                173            162            469            217
                                                       --------       --------       --------       --------

NET INCOME                                             $    257       $    158       $    683       $    307
                                                       ========       ========       ========       ========

NET INCOME PER SHARE
     Basic                                             $   2.89       $   1.77       $   7.63       $   3.42
                                                       ========       ========       ========       ========
     Diluted                                           $   2.86       $   1.75       $   7.57       $   3.40
                                                       ========       ========       ========       ========

WEIGHTED AVERAGE NUMBER OF SHARES
     OUTSTANDING                                           89.8           90.5           90.2           90.2

COMMON STOCK DIVIDENDS PER SHARE                       $    .15       $    .15       $    .45       $    .45
</TABLE>



          See accompanying notes to consolidated financial statements.


                                        1



<PAGE>   3
                    PART I - FINANCIAL INFORMATION (CONT'D.)

             AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                            (in millions of dollars)


<TABLE>
<CAPTION>
                                   ASSETS
                                                                                      SEPTEMBER 30,    DECEMBER 31,
                                                                                         2000             1999
                                                                                      ------------     ------------
<S>                                                                                    <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                                            $     259        $      41
  Accounts receivable                                                                      1,848            1,175
  Inventories                                                                                367              373
  Other current assets                                                                       585              239
                                                                                       ---------        ---------
               Total current assets                                                        3,059            1,828
                                                                                       ---------        ---------

INVESTMENTS AND ADVANCES
  HOVENSA L.L.C                                                                              785              710
  Other                                                                                      236              282
                                                                                       ---------        ---------
               Total investments and advances                                              1,021              992
                                                                                       ---------        ---------

PROPERTY, PLANT AND EQUIPMENT
  Total - at cost                                                                         11,621           11,065
  Less reserves for depreciation, depletion,
     amortization and lease impairment                                                     7,423            7,013
                                                                                       ---------        ---------
               Property, plant and equipment - net                                         4,198            4,052
                                                                                       ---------        ---------

NOTE RECEIVABLE                                                                              539              539
                                                                                       ---------        ---------

DEFERRED INCOME TAXES AND OTHER ASSETS                                                       252              317
                                                                                       ---------        ---------

TOTAL ASSETS                                                                           $   9,069        $   7,728
                                                                                       =========        =========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable - trade                                                             $   1,389        $     772
  Accrued liabilities                                                                        923              625
  Taxes payable                                                                              329              159
  Notes payable                                                                                2               18
  Current maturities of long-term debt                                                        57                5
                                                                                       ---------        ---------
               Total current liabilities                                                   2,700            1,579
                                                                                       ---------        ---------

LONG-TERM DEBT                                                                             1,940            2,287
                                                                                       ---------        ---------

DEFERRED LIABILITIES AND CREDITS
  Deferred income taxes                                                                      516              442
  Other                                                                                      370              382
                                                                                       ---------        ---------
               Total deferred liabilities and credits                                        886              824
                                                                                       ---------        ---------

STOCKHOLDERS' EQUITY
  Preferred stock, par value $1.00
     Authorized - 20,000,000 shares for issuance in series
        3% cumulative convertible series
          Authorized -- 330,000 shares
           Issued -- 326,805 shares in 2000 (liquidation preference of $16)                  - -              - -
  Common stock, par value $1.00
     Authorized - 200,000,000 shares
     Issued - 88,574,505 shares at September 30, 2000;
        90,676,405 shares at December 31, 1999                                                89               91
  Capital in excess of par value                                                             825              782
  Retained earnings                                                                        2,769            2,287
  Accumulated other comprehensive income                                                    (140)            (122)
                                                                                       ---------        ---------
               Total stockholders' equity                                                  3,543            3,038
                                                                                       ---------        ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $   9,069        $   7,728
                                                                                       =========        =========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                        2


<PAGE>   4



                    PART I - FINANCIAL INFORMATION (CONT'D.)

             AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                      STATEMENT OF CONSOLIDATED CASH FLOWS
                         Nine Months Ended September 30
                                  (in millions)


<TABLE>
<CAPTION>
                                                                              2000            1999
                                                                             -------        -------
<S>                                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                 $   683        $   307
  Adjustments to reconcile net income to net cash
     provided by operating activities
          Depreciation, depletion and amortization                               516            434
          Exploratory dry hole costs                                              91             34
          Lease impairment                                                        20             23
          Gains on asset sales                                                   - -           (273)
          Provision for deferred income taxes                                    181             45
          Undistributed earnings of affiliates                                   (69)            (6)
                                                                             -------        -------
                                                                               1,422            564
          Changes in operating assets and liabilities and other                    9           (120)
                                                                             -------        -------

               Net cash provided by operating activities                       1,431            444
                                                                             -------        -------


CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                          (610)          (617)
  Proceeds from asset sales and other                                             (2)           413
                                                                             -------        -------

               Net cash used in investing activities                            (612)          (204)
                                                                             -------        -------


CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (decrease) in notes payable                                           (16)            30
  Long-term borrowings                                                           - -            621
  Repayment of long-term debt                                                   (394)          (902)
  Cash dividends paid                                                            (54)           (54)
  Common stock acquired                                                         (188)           - -
  Stock options exercised                                                         51             17
                                                                             -------        -------

               Net cash used in financing activities                            (601)          (288)
                                                                             -------        -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                          - -            - -
                                                                             -------        -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             218            (48)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                    41             74
                                                                             -------        -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $   259        $    26
                                                                             =======        =======
</TABLE>


          See accompanying notes to consolidated financial statements.

                                        3


<PAGE>   5


                     PART I - FINANCIAL INFORMATION (CONTD.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (in millions)


Note 1 - 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 the Corporation's consolidated
         financial position at September 30, 2000 and December 31, 1999, and the
         consolidated results of operations for the three- and nine-month
         periods ended September 30, 2000 and 1999 and the consolidated cash
         flows for the nine-month periods ended September 30, 2000 and 1999. The
         unaudited results of operations for the interim periods reported are
         not necessarily indicative of results to be expected for the full year.

         Certain notes and other information have been condensed or omitted from
         these interim financial statements. Such statements, therefore, should
         be read in conjunction with the consolidated financial statements and
         related notes included in the 1999 Annual Report to Stockholders, which
         have been incorporated by reference in the Corporation's Form 10-K for
         the year ended December 31, 1999.


Note 2 - Inventories consist of the following:

<TABLE>
<CAPTION>
                                           September 30,  December 31,
                                               2000           1999
                                           -------------  ------------
<S>                                        <C>            <C>
Crude oil and other charge stocks              $  119        $   67
Refined and other finished products               469           393
Less: LIFO adjustment                            (310)         (149)
                                               ------        ------
                                                  278           311
Materials and supplies                             89            62
                                               ------        ------
     Total inventories                         $  367        $  373
                                               ======        ======
</TABLE>


Note 3 - The Corporation accounts for its investment in HOVENSA L.L.C. using the
         equity method. Summarized income statement information for HOVENSA
         follows:

<TABLE>
<CAPTION>
                                               Three months                 Nine months
                                            ended September 30          ended September 30
                                          ---------------------       ---------------------
                                            2000         1999          2000          1999
                                          -------       -------       -------       -------
<S>                                       <C>           <C>           <C>           <C>
Total revenues                            $ 1,353       $   873       $ 3,825       $ 2,142
Costs and expenses                          1,304           858         3,671         2,091
                                          -------       -------       -------       -------
        Net income                        $    49       $    15       $   154       $    51
                                          =======       =======       =======       =======

Amerada Hess
        Corporation's share               $    24       $     7       $    76       $    24
                                          =======       =======       =======       =======
</TABLE>



                                       4
<PAGE>   6


                     PART I - FINANCIAL INFORMATION (CONTD.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (in millions)


         In February 2000, HOVENSA reached agreement on a $600 bank financing
         for the construction of a 58 thousand barrel per day delayed coking
         unit and related facilities at its refinery and for general working
         capital requirements. In connection with this financing, the
         Corporation and PDVSA V.I. agreed to amend the note received by the
         Corporation at the formation of the joint venture. PDVSA V.I. deferred
         principal payments on the note until after completion of coker
         construction but not later than February 14, 2003. The interest rate on
         the note increased to 9.46%. In October 2000, PDVSA V.I. exercised its
         option to repay principal in accordance with the original amortization
         schedule and reduced the interest rate to the original rate of 8.46%.


Note 4 - The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
                         Three months              Nine months
                       ended September 30        ended September 30
                      -------------------       -------------------
                       2000         1999         2000         1999
                      ------       ------       ------       ------
<S>                   <C>          <C>          <C>          <C>
Current               $   81       $   84       $  288       $  172
Deferred                  92           78          181           45
                      ------       ------       ------       ------
   Total              $  173       $  162       $  469       $  217
                      ======       ======       ======       ======
</TABLE>


Note 5 - Foreign currency gains (losses), after income tax effects, amounted to
         the following:

<TABLE>
<CAPTION>
                                       Three months                                 Nine months
                                    ended September 30                          ended September 30
                           ------------------------------------        ------------------------------------
                                 2000                1999                    2000                1999
                           ----------------     ---------------        ---------------     ----------------
<S>                        <C>                  <C>                    <C>                 <C>
Foreign currency
   gains (losses)          $            - -     $           (24)       $             3     $             12
                           ================     ===============        ===============     ================
</TABLE>


Note 6 - The weighted average number of common shares used in the basic
         and diluted earnings per share computations are as follows:

<TABLE>
<CAPTION>
                                             Three months               Nine months
                                           ended September 30        ended September 30
                                          -------------------       -------------------
                                           2000         1999         2000         1999
                                          ------       ------       ------       ------
<S>                                       <C>          <C>          <C>          <C>
Common shares - basic                       88.8         89.8         89.5         89.6
Effect of dilutive securities
(equivalent shares)
  Nonvested common stock                      .3           .4           .3           .5
  Stock options                               .5           .3           .3           .1
  Convertible preferred
    stock                                     .2          - -           .1          - -
                                          ------       ------       ------       ------
Common shares - diluted                     89.8         90.5         90.2         90.2
                                          ======       ======       ======       ======
</TABLE>



                                       5
<PAGE>   7


                     PART I - FINANCIAL INFORMATION (CONTD.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (in millions)


Note 7 - The Corporation uses futures, forwards, options and swaps,
         individually or in combination, to reduce the effects of fluctuations
         in crude oil, natural gas and refined product prices. These contracts
         correlate to movements in the value of inventory and the prices of
         crude oil and natural gas, and as hedges, any resulting gains or losses
         are recorded as part of the hedged transaction. After-tax earnings from
         exploration and production activities were reduced by approximately $50
         and $100 for the third quarter and nine months of 2000, due to hedging
         activities. At September 30, 2000, after-tax deferred losses on the
         Corporation's petroleum hedging contracts expiring through 2001 were
         approximately $190, including $145 of unrealized losses.


Note 8 - Interest costs related to certain long-term construction
         projects have been capitalized in accordance with FAS No. 34 as
         follows:

<TABLE>
<CAPTION>
                                            Three months                                 Nine months
                                         ended September 30                          ended September 30
                                ------------------------------------        ------------------------------------
                                      2000                1999                    2000                1999
                                ----------------     ---------------        ---------------     ----------------
<S>                             <C>                  <C>                    <C>                 <C>

Interest capitalized            $            - -     $             3        $             3     $             14
                                ================     ===============        ===============     ================
</TABLE>


Note 9 - Comprehensive income, which includes net income and the
         effects of foreign currency translation recorded directly in
         stockholders' equity, is as follows:

<TABLE>
<CAPTION>
                                                     Three months                                 Nine months
                                                  ended September 30                          ended September 30
                                         ------------------------------------        ------------------------------------
                                               2000                1999                    2000                1999
                                         ----------------     ---------------        ---------------     ----------------
<S>                                      <C>                  <C>                    <C>                 <C>

Comprehensive income                     $            247     $           165        $           665     $            306
                                         ================     ===============        ===============     ================
</TABLE>


Note 10 - On May 15, 2000, the Corporation acquired the 51% of The
          Meadville Corporation's outstanding stock that it did not already own
          for approximately $168 in cash, deferred payments and preferred stock.
          The deferred payments are non-interest bearing and have been
          discounted to $97 using a market interest rate. The Corporation
          accounted for this acquisition using the purchase method. The
          Meadville Corporation owned and operated 178 Merit retail gasoline
          stations located in the northeastern United States. This acquisition
          does not materially affect the Corporation's financial position or
          results of operations.



                                       6
<PAGE>   8


                     PART I - FINANCIAL INFORMATION (CONTD.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (in millions)



Note 11 - The Corporation's results by operating segment were as follows:

<TABLE>
<CAPTION>
                                                   Three months                      Nine months
                                                ended September 30                ended September 30
                                            -------------------------         -------------------------
                                              2000             1999             2000             1999
                                            --------         --------         --------         --------
<S>                                         <C>              <C>              <C>              <C>
Operating revenues
 Exploration and production (1)             $    973         $    766         $  2,893         $  1,984
 Refining, marketing
   and shipping                                2,080            1,166            5,969            3,089
                                            --------         --------         --------         --------
       Total                                $  3,053         $  1,932         $  8,862         $  5,073
                                            ========         ========         ========         ========

Net income (loss)
 Exploration and production (2)             $    238         $     71         $    634         $    179
 Refining, marketing
   and shipping (3)                               62              128              174              240
 Corporate, including interest                   (43)             (41)            (125)            (112)
                                            --------         --------         --------         --------
       Total                                $    257         $    158         $    683         $    307
                                            ========         ========         ========         ========
</TABLE>


         (1) Includes transfers to affiliates of $220 and $554 during the three-
             and nine-month periods ended September 30, 2000, respectively,
             compared to $130 and $303 for the corresponding periods of 1999.

         (2) Includes after-tax gains on asset sales of $30 during the
             nine-months ended September 30, 1999.

         (3) Includes after-tax gains on asset sales of $106 and $146 in the
             three- and nine-month periods ended September 30, 1999,
             respectively.

Note 12 - The Corporation will adopt FAS No. 133, Accounting for Derivative
          Instruments and Hedging Activity, on January 1, 2001. The Corporation
          has not yet determined what the effects of FAS No. 133 will be on its
          income and financial position.



                                       7
<PAGE>   9



                    PART I - FINANCIAL INFORMATION (CONT'D.)


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION.


         RESULTS OF OPERATIONS

                  Operating earnings for the third quarter of 2000 amounted to
         $257 million compared with earnings of $52 million in the third quarter
         of 1999. Operating earnings in the first nine months of 2000 were $683
         million compared with earnings of $131 million in the first nine months
         of 1999.

                  The after-tax results by major operating activity for the
         three- and nine-month periods ended September 30, 2000 and 1999 were as
         follows (in millions, except per share data):

<TABLE>
<CAPTION>
                                              Three months ended            Nine months ended
                                                 September 30                  September 30
                                            ---------------------         ---------------------
                                             2000           1999           2000           1999
                                            ------         ------         ------         ------
<S>                                         <C>            <C>            <C>            <C>

Exploration and production                  $  238         $   71         $  634         $  149
Refining, marketing and shipping                62             22            174             94
Corporate                                      (10)           (11)           (32)           (26)
Interest expense                               (33)           (30)           (93)           (86)
                                            ------         ------         ------         ------

Operating earnings                             257             52            683            131
Gains on asset sales                           - -            106            - -            176
                                            ------         ------         ------         ------

Net income                                  $  257         $  158         $  683         $  307
                                            ======         ======         ======         ======
Net income per share (diluted)              $ 2.86         $ 1.75         $ 7.57         $ 3.40
                                            ======         ======         ======         ======
</TABLE>


                  The net gain from asset sales in the third quarter of 1999
         reflects the sale of the Corporation's Gulf Coast terminals and certain
         retail sites. The net gain from asset sales in the first nine months of
         1999 also includes the sale of southeast pipeline terminals, additional
         retail sites and natural gas properties in California.

         Exploration and Production

                  Operating earnings from exploration and production activities
         increased by $167 million in the third quarter of 2000 and $485 million
         in the first nine months of 2000 over the 1999 periods, reflecting
         higher worldwide crude oil and natural gas selling prices and
         increased sales volumes.



                                       8
<PAGE>   10




                    PART I - FINANCIAL INFORMATION (CONT'D.)


         RESULTS OF OPERATIONS (CONTINUED)

                  The Corporation's average selling prices, including the
         effects of hedging, were as follows:

<TABLE>
<CAPTION>
                                              Three months ended           Nine months ended
                                                 September 30                 September 30
                                            -----------------------     -----------------------
                                               2000         1999          2000          1999
                                            ---------     ---------     ---------     ---------
<S>                                         <C>           <C>           <C>           <C>
Crude oil (per barrel)
     United States                          $   24.40     $   18.93     $   23.84     $   15.10
     Foreign                                    26.55         20.47         25.72         15.64

Natural gas liquids (per barrel)
     United States                          $   23.81     $   14.42     $   21.22     $   11.76
     Foreign                                    24.54         16.44         22.50         12.02

Natural gas (per Mcf)
     United States                          $    3.98     $    2.39     $    3.26     $    2.07
     Foreign                                     2.16          1.60          2.12          1.79
</TABLE>


                  The Corporation's net daily worldwide production was as
         follows (in thousands):

<TABLE>
<CAPTION>
                                                 Three months ended       Nine months ended
                                                    September 30             September 30
                                                 ------------------       -----------------
                                                  2000        1999         2000       1999
                                                 ------      ------       ------     ------
<S>                                              <C>         <C>          <C>        <C>

Crude oil (barrels per day)
     United States                                  56          57          54          53
     United Kingdom                                123         111         116         108
     Norway                                         23          26          24          25
     Denmark                                        26           7          25           2
     Gabon                                           7          10           8          11
     Indonesia and Azerbaijan                        8           4           7           4
                                                   ---         ---         ---         ---
          Total                                    243         215         234         203
                                                   ===         ===         ===         ===

Natural gas liquids (barrels per day)
     United States                                  13          12          13           9
     Foreign                                         8           7           9           7
                                                   ---         ---         ---         ---
          Total                                     21          19          22          16
                                                   ===         ===         ===         ===

Natural gas (Mcf per day)
     United States                                 282         346         292         338
     United Kingdom                                239         219         294         242
     Norway                                         21          31          23          31
     Denmark                                        45         - -          35         - -
     Indonesia and Thailand                         29          12          33           6
                                                   ---         ---         ---         ---
          Total                                    616         608         677         617
                                                   ===         ===         ===         ===

Barrels of oil equivalent                          367         335         369         322
                                                   ===         ===         ===         ===
</TABLE>



                                       9
<PAGE>   11


                    PART I - FINANCIAL INFORMATION (CONT'D.)


         RESULTS OF OPERATIONS (CONTINUED)

                  On a barrel of oil equivalent basis, the Corporation's oil and
         gas production increased by 10% in the third quarter and 15% in the
         first nine months of 2000 compared with the corresponding periods of
         1999. The increase in United Kingdom crude oil production in the third
         quarter and first nine months of 2000 principally reflects production
         from new fields. Production commenced from the South Arne Field in
         Denmark in the third quarter of 1999 and was temporarily interrupted in
         the second quarter of 2000. Production from South Arne resumed in the
         third quarter. Increased natural gas production principally from new
         fields in the United Kingdom, Denmark and Thailand offset lower
         production from natural decline in the United States.

                  Depreciation, depletion, and amortization charges relating to
         exploration and production activities were higher in the third quarter
         and first nine months of 2000 compared with the corresponding periods
         of 1999. The increases reflect higher production volumes and
         development drilling. Production expenses were also higher in the third
         quarter and first nine months of 2000 because of increased production
         volumes and higher workover costs. Exploration expenses were higher in
         the third quarter and nine months of 2000 reflecting increased activity
         in the Gulf of Mexico and international exploration areas outside of
         the North Sea. General and administrative expenses relating to
         exploration and production activities were lower, primarily as a result
         of cost reductions in the United Kingdom. Marketing expenses increased
         as a result of providing a reserve of $10 million for receivables in
         the United Kingdom.

                  The effective income tax rate on exploration and production
         earnings in the first nine months of 2000 was 42%. This rate compares
         to an effective rate of 46% in the first nine months of 1999.

                  In the third quarter of 1999, exploration and production
         earnings included net nonrecurring expenses of $29 million, principally
         reflecting losses on foreign currency translation. In the first nine
         months of 1999 nonrecurring expense of $12 million resulted primarily
         from charges for the renegotiation and termination of long-term
         contracts on drilling rigs and related service vessels, partially
         offset by gains on foreign currency translation. Pre-tax foreign
         currency gains or losses are included in non-operating income on the
         income statement.

                  Crude oil and natural gas selling prices continue to be
         volatile. Exploration and production earnings would be adversely
         affected by lower selling prices in the future.



                                       10
<PAGE>   12


                    PART I - FINANCIAL INFORMATION (CONT'D.)


         RESULTS OF OPERATIONS (CONTINUED)

         Refining, Marketing and Shipping

                  Operating earnings for refining, marketing and shipping
         activities amounted to $62 million and $174 million in the third
         quarter and first nine months of 2000, compared with $22 million and
         $94 million in the corresponding periods of 1999. The Corporation's
         downstream operations include its 50% equity share of HOVENSA, a
         refining joint venture.


                  HOVENSA

                  The Corporation's share of HOVENSA's income was $24 million in
         the third quarter of 2000 compared with $7 million in the third quarter
         of 1999. The Corporation's share of HOVENSA's income in the first nine
         months of 2000 was $76 million compared with $24 million in 1999.
         Refined product margins improved in the third quarter and first nine
         months of 2000, principally reflecting higher selling prices for
         gasoline and distillates. Throughout most of 1999 refined product
         margins were weak. The Corporation's share of HOVENSA's refining runs
         amounted to 209,000 barrels per day in the first nine months of 2000
         compared with 214,000 barrels per day in the first nine months of 1999.
         Income taxes on HOVENSA's results are offset by available loss
         carryforwards.

                  Operating earnings from refining, marketing and shipping
         activities in the first nine months of 2000 and 1999 also include
         interest income of $38 million and $35 million, respectively, on the
         note received from PDVSA V.I. in connection with the formation of the
         joint venture.


                  Retail, energy marketing and other

                  Results from retail gasoline operations were slightly higher
         in the third quarter but lower in the first nine months of 2000,
         compared with the corresponding periods of 1999. Selling prices did not
         generally keep pace with rising product costs. Results of energy
         marketing activities were comparable in the third quarter of each year
         but higher in the first nine months of 2000 due to a period of cold
         weather in the Corporation's marketing area. Total refined product
         sales volumes amounted to 98 million barrels in the first nine months
         of 2000 compared with 93 million barrels in the first nine months of
         1999.

                  Marketing expenses increased in the third quarter and first
         nine months of 2000, reflecting expanded retail operations. Other
         operating expenses were higher in the third quarter of 2000 compared to
         the same period of 1999 because of higher operating expenses on company
         owned vessels chartered to third parties. These costs are more than
         offset by higher operating revenues.



                                       11
<PAGE>   13


                    PART I - FINANCIAL INFORMATION (CONT'D.)


         RESULTS OF OPERATIONS (CONTINUED)

                  The Corporation has a 50% voting interest in a consolidated
         partnership that trades energy commodities. The Corporation also
         periodically takes forward positions on energy contracts in addition to
         its hedging program. The Corporation's results from trading activities,
         including its share of the earnings of the trading partnership which
         was profitable in 2000 and 1999, amounted to a loss of $5 million in
         the first nine months of 2000 compared with income of $28 million in
         the first nine months of 1999. Expenses of the trading partnership are
         included in marketing expenses, including in the third quarter of 2000,
         a provision of $5 million after-tax for a potential loss on a
         receivable from a counterparty.

                  The results of refining, marketing and shipping activities
         will continue to be volatile, reflecting competitive industry
         conditions and supply and demand factors, including the effects of
         weather.


         Corporate

                  Corporate administrative expenses of $32 million for the first
         nine months of 2000 exceeded the comparable 1999 period by $6 million.
         Administrative expenses for the two periods were comparable; however,
         operating earnings of an insurance subsidiary and dividends from
         reinsurers were lower by $12 million pre-tax ($8 million after-tax).


         Consolidated Operating Revenues

                  Sales and other operating revenues increased by approximately
         57% in the third quarter and 74% in the first nine months of 2000
         compared with the corresponding periods of 1999. The increases were
         primarily due to higher crude oil and refined product selling prices
         and sales volumes. The Corporation's cost of products sold also
         increased as a result of higher prices for purchased products.


         LIQUIDITY AND CAPITAL RESOURCES

                  Net cash provided by operating activities, including changes
         in operating assets and liabilities, amounted to $1,431 million in the
         first nine months of 2000 compared with $444 million in the first nine
         months of 1999. Excluding changes in operating assets and liabilities,
         the increase was $858 million and was mainly due to improved operating
         results. The sales of the southeast pipeline operations, Gulf Coast
         terminals, certain retail sites and natural gas properties in
         California generated proceeds of $394 million in the first nine months
         of 1999.



                                       12
<PAGE>   14


                    PART I - FINANCIAL INFORMATION (CONT'D.)


         LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

                  Total debt was $1,999 million at September 30, 2000 compared
         with $2,310 million at December 31, 1999. The debt to capitalization
         ratio decreased to 36% at September 30 compared with 43% at year-end.
         At September 30, 2000, the Corporation had $2 billion of additional
         borrowing capacity available under its revolving credit agreements and
         additional unused lines of credit under uncommitted arrangements with
         banks of $369 million.

                  The Corporation's Board of Directors approved a $300 million
         stock repurchase program in March 2000. Through September 30, 2000,
         2,957,000 shares have been repurchased for approximately $188 million.

                  The Corporation uses futures, forwards, options and swaps to
         reduce the effects of changes in the selling prices of crude oil,
         natural gas and refined products. These instruments fix the selling
         prices of a portion of the Corporation's production and the related
         gains or losses are an integral part of the Corporation's selling
         prices. At September 30, 2000, the Corporation had open hedge positions
         equal to 35% of its estimated worldwide crude oil production over the
         next twelve months and approximately 11% of its production for the
         succeeding twelve months. As market conditions change, the Corporation
         will adjust its hedge positions.

                  The Corporation uses value at risk to estimate the potential
         effects of changes in fair values of derivatives and other instruments
         used in hedging activities and derivatives and commodities used in
         trading activities. The Corporation estimates that at September 30,
         2000, the value at risk was $25 million ($13 million at December 31,
         1999) related to hedging activities and $18 million ($6 million at
         December 31, 1999) on trading activities.

                  The Corporation reduces its exposure to fluctuating foreign
         exchange rates by using forward contracts to fix the exchange rate on a
         portion of the currency required in its North Sea operations. At
         September 30, 2000, the Corporation had $645 million of foreign
         currency exchange contracts outstanding. In addition, the Corporation
         uses interest-rate swaps to balance its exposure to interest rates. At
         September 30, the Corporation had substantially all fixed-rate debt and
         had $225 million of notional value, interest-rate swaps that increased
         its percentage of floating-rate debt to 12%.

                  At September 30, 2000, the Corporation had a remaining reserve
         of $22 million for the decline in market value of drilling service
         fixed-price contracts. During the first nine months of 2000, $33
         million of contract payments reduced the reserve.

                  In May, the Corporation acquired the 51% of The Meadville
         Corporation's outstanding stock that it did not already own for
         approximately $168 million in cash, deferred payments and preferred
         stock. The purchase includes 178 Merit retail gasoline stations located
         in the northeastern United States.



                                       13
<PAGE>   15


                    PART I - FINANCIAL INFORMATION (CONT'D.)


         LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

                  In April, the Corporation reached an agreement with the
         Algerian National Oil Company to form a joint venture, 49% owned by the
         Corporation, to redevelop three Algerian oil fields. The fields
         currently produce 30,000 barrels of crude oil per day and the joint
         venture plans to increase their production. The Corporation will
         invest $55 million in 2000 and up to $500 million over the next five
         years for new wells, workovers of existing wells and water injection
         and gas compression facilities. A significant portion of the $500
         million will be funded by the cash flows from these fields.

                  In July, the Corporation announced an agreement to acquire an
         additional 2.08% interest in three fields in Azerbaijan. The total
         purchase price is $150 million in cash and notes. The purchase is
         subject to the consent of the government of Azerbaijan and to
         preemption rights of co-venturers in the fields. The Corporation
         currently owns a 1.68% interest in these fields.

                  In October, the Corporation announced that it was exploring a
         potential joint venture with a company that owns and operates 120
         gasoline stations and convenience stores and 21 travel centers.

                  Capital expenditures in the first nine months of 2000 amounted
         to $610 million compared with $617 million in the first nine months of
         1999. Capital expenditures for exploration and production activities
         were $492 million in the first nine months of 2000 and $560 million in
         the first nine months of 1999. For the remainder of 2000, capital
         expenditures, excluding acquisitions, are expected to be approximately
         $400 million and will be financed by internally generated funds.


         FORWARD LOOKING INFORMATION

                  Certain sections of Management's Discussion and Analysis of
         Results of Operations and Financial Condition, including references to
         the Corporation's future results of operations and financial position,
         contain forward-looking information. These disclosures are based on the
         Corporation's current assessments and reasonable assumptions about the
         future. Actual results may differ from these disclosures because of
         changes in market conditions, government actions and other factors.



                                       14
<PAGE>   16


                  PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K

                  The Registrant filed no report on Form 8-K during the three
                  months ended September 30, 2000. On October 25, 2000, the
                  Registrant filed a Form 8-K including its third quarter
                  earnings release and information related to its earnings
                  teleconference.



                                       15
<PAGE>   17


                                   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.



                                                AMERADA HESS CORPORATION
                                                (REGISTRANT)





                                                By s/s John B. Hess
                                                  ------------------------------
                                                   JOHN B. HESS
                                                   CHAIRMAN OF THE BOARD AND
                                                   CHIEF EXECUTIVE OFFICER




                                                By s/s John Y. Schreyer
                                                  ------------------------------
                                                   JOHN Y. SCHREYER
                                                   EXECUTIVE VICE PRESIDENT AND
                                                   CHIEF FINANCIAL OFFICER




Date:  November 3, 2000



                                       16


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