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, 2003
or
o |
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)
(Registrants telephone number, including area code is (212) 997-8500)
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
At September 30, 2003, 89,876,430 shares of Common Stock were outstanding.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME (UNAUDITED)
(in millions, except per share data)
| Three Months | Nine months | |||||||||||||||
| ended September 30 | ended September 30 | |||||||||||||||
| 2003 | 2002(*) | 2003 | 2002(*) | |||||||||||||
REVENUES AND NON-OPERATING INCOME |
||||||||||||||||
Sales (excluding excise taxes) and other operating revenues |
$ | 3,230 | $ | 2,724 | $ | 10,683 | $ | 8,345 | ||||||||
Non-operating income (expense) |
||||||||||||||||
Gain on asset sales |
| 68 | 39 | 129 | ||||||||||||
Equity in income (loss) of HOVENSA L.L.C |
43 | (6 | ) | 108 | (50 | ) | ||||||||||
Other |
23 | 12 | 42 | 62 | ||||||||||||
Total revenues and non-operating income |
3,296 | 2,798 | 10,872 | 8,486 | ||||||||||||
COSTS AND EXPENSES |
||||||||||||||||
Cost of products sold |
2,194 | 1,650 | 7,423 | 5,175 | ||||||||||||
Production expenses |
207 | 197 | 589 | 522 | ||||||||||||
Marketing expenses |
171 | 144 | 508 | 500 | ||||||||||||
Exploration expenses, including dry holes
and lease impairment |
59 | 103 | 253 | 206 | ||||||||||||
Other operating expenses |
44 | 40 | 144 | 122 | ||||||||||||
General and administrative expenses |
70 | 70 | 252 | 192 | ||||||||||||
Interest expense |
73 | 61 | 224 | 194 | ||||||||||||
Depreciation, depletion and amortization |
253 | 274 | 799 | 853 | ||||||||||||
Asset impairment |
| 318 | | 318 | ||||||||||||
Total costs and expenses |
3,071 | 2,857 | 10,192 | 8,082 | ||||||||||||
Income (loss) from continuing operations before income taxes |
225 | (59 | ) | 680 | 404 | |||||||||||
Provision for income taxes |
79 | 46 | 282 | 249 | ||||||||||||
Income (loss) from continuing operations |
146 | (105 | ) | 398 | 155 | |||||||||||
Discontinued operations |
||||||||||||||||
Net gain from asset sales |
| | 116 | | ||||||||||||
Income (loss) from operations |
| (31 | ) | 53 | (2 | ) | ||||||||||
Cumulative effect of change in accounting principle |
| | 7 | | ||||||||||||
NET INCOME (LOSS) |
$ | 146 | $ | (136 | ) | $ | 574 | $ | 153 | |||||||
BASIC EARNINGS PER SHARE |
||||||||||||||||
Continuing operations |
$ | 1.65 | $ | (1.19 | ) | $ | 4.49 | $ | 1.75 | |||||||
Net income (loss) |
1.65 | (1.54 | ) | 6.48 | 1.74 | |||||||||||
DILUTED EARNINGS PER SHARE |
||||||||||||||||
Continuing operations |
$ | 1.64 | $ | (1.19 | ) | $ | 4.47 | $ | 1.73 | |||||||
Net income (loss) |
1.64 | (1.54 | ) | 6.45 | 1.72 | |||||||||||
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING |
89.1 | 88.3 | 89.1 | 89.3 | ||||||||||||
COMMON STOCK DIVIDENDS PER SHARE |
$ | .30 | $ | .30 | $ | .90 | $ | .90 | ||||||||
| (*) | Reclassified to conform with current period presentation. |
See accompanying notes to consolidated financial statements.
1
PART I FINANCIAL INFORMATION (CONTD.)
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions of dollars, thousands of shares)
| September 30, | |||||||||
| 2003 | December 31, | ||||||||
| (Unaudited) | 2002 | ||||||||
| A S S E T S |
|||||||||
CURRENT ASSETS |
|||||||||
Cash and cash equivalents |
$ | 339 | $ | 197 | |||||
Accounts receivable |
1,502 | 1,972 | |||||||
Inventories |
560 | 492 | |||||||
Other current assets |
137 | 95 | |||||||
Total current assets |
2,538 | 2,756 | |||||||
INVESTMENTS AND ADVANCES |
|||||||||
HOVENSA
L.L.C. |
950 | 842 | |||||||
Other |
98 | 780 | |||||||
Total investments and advances |
1,048 | 1,622 | |||||||
PROPERTY, PLANT AND EQUIPMENT |
|||||||||
Total at cost |
16,384 | 16,149 | |||||||
Less reserves for depreciation, depletion,
amortization and lease impairment |
8,442 | 9,117 | |||||||
Property, plant and equipment net |
7,942 | 7,032 | |||||||
NOTES RECEIVABLE |
302 | 363 | |||||||
GOODWILL |
977 | 977 | |||||||
DEFERRED INCOME TAXES AND OTHER ASSETS |
404 | 512 | |||||||
TOTAL ASSETS |
$ | 13,211 | $ | 13,262 | |||||
| L I A B I L I T I E
S A N D S T O C K H O L
D E R S E Q U I T Y |
|||||||||
CURRENT LIABILITIES |
|||||||||
Accounts payable trade |
$ | 1,098 | $ | 1,401 | |||||
Accrued liabilities |
679 | 830 | |||||||
Taxes payable |
209 | 306 | |||||||
Notes payable |
| 2 | |||||||
Current maturities of long-term debt |
189 | 14 | |||||||
Total current liabilities |
2,175 | 2,553 | |||||||
LONG-TERM DEBT |
4,301 | 4,976 | |||||||
DEFERRED LIABILITIES AND CREDITS |
|||||||||
Deferred income taxes |
1,083 | 1,044 | |||||||
Asset retirement obligations |
464 | | |||||||
Other |
474 | 440 | |||||||
Total deferred liabilities and credits |
2,021 | 1,484 | |||||||
STOCKHOLDERS EQUITY |
|||||||||
Preferred stock, par value $1.00, 20,000 shares authorized |
|||||||||
3% cumulative convertible series |
|||||||||
Authorized - 330 shares |
|||||||||
Issued - 327 shares ($16 million liquidation preference) |
| | |||||||
Common stock, par value $1.00 |
|||||||||
Authorized - 200,000 shares |
|||||||||
Issued - 89,876 shares at September 30, 2003;
89,193 shares at December 31, 2002 |
90 | 89 | |||||||
Capital in excess of par value |
963 | 932 | |||||||
Deferred compensation |
(30 | ) | | ||||||
Retained earnings |
3,975 | 3,482 | |||||||
Accumulated other comprehensive loss |
(284 | ) | (254 | ) | |||||
Total stockholders equity |
4,714 | 4,249 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 13,211 | $ | 13,262 | |||||
See accompanying notes to consolidated financial statements.
2
PART I FINANCIAL INFORMATION (CONTD.)
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Nine months ended September 30
(in millions)
| 2003 | 2002(*) | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 574 | $ | 153 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities Depreciation, depletion and amortization |
799 | 853 | ||||||
Asset impairment |
| 318 | ||||||
Exploratory dry hole costs |
107 | 97 | ||||||
Lease impairment |
47 | 33 | ||||||
Pre-tax gain on asset sales |
(244 | ) | (103 | ) | ||||
Provision (benefit) for deferred income taxes |
170 | (70 | ) | |||||
Undistributed earnings of affiliates |
(121 | ) | 52 | |||||
Non-cash effect of discontinued operations |
46 | 236 | ||||||
Changes in operating assets and liabilities |
(219 | ) | (142 | ) | ||||
Net cash provided by operating activities |
1,159 | 1,427 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Capital expenditures |
(1,015 | ) | (1,207 | ) | ||||
Payment received on note |
61 | 48 | ||||||
Proceeds from asset sales and other |
525 | 363 | ||||||
Net cash used in investing activities |
(429 | ) | (796 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Debt with maturities of 90 days or less decrease |
(2 | ) | (574 | ) | ||||
Debt with
maturities of greater than 90 days Borrowings |
| 602 | ||||||
Repayments |
(478 | ) | (569 | ) | ||||
Cash dividends paid |
(108 | ) | (107 | ) | ||||
Stock options exercised |
| 28 | ||||||
Net cash used in financing activities |
(588 | ) | (620 | ) | ||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
142 | 11 | ||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
197 | 37 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 339 | $ | 48 | ||||
| (*) | Reclassified to conform with current period presentation. |
See accompanying notes to consolidated financial statements.
3
PART I FINANCIAL INFORMATION (CONTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 Corporations consolidated financial position at September 30, 2003 and December 31, 2002, and the consolidated results of operations for the three- and nine-month periods ended September 30, 2003 and 2002 and the consolidated cash flows for the nine-month periods ended September 30, 2003 and 2002. 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. These statements, therefore, should be read in conjunction with the consolidated financial statements and related notes included in the 2002 Annual Report to Stockholders, which have been incorporated by reference in the Corporations Form 10-K for the year ended December 31, 2002, as updated by Form 8-K filed on November 6, 2003. Certain information in the financial statements and notes has been reclassified to conform with current period presentation. | ||||
Note 2 |
- | In the first nine months of 2003, the Corporation took initiatives to reshape its portfolio of exploration and production segment assets to reduce costs, lengthen reserve lives, provide capital for investment and reduce debt. | ||
| In the first quarter of 2003, the Corporation exchanged its crude oil producing properties in Colombia (acquired in 2001 as part of the Triton acquisition), plus $10 million in cash, for an additional 25% interest in natural gas reserves in the joint development area of Malaysia and Thailand. The exchange resulted in a charge to income of $51 million before income taxes, which the Corporation reported as a loss from discontinued operations in the first quarter of 2003. The loss on this exchange included a $43 million pre-tax adjustment of the book value of the Colombian assets to fair value resulting primarily from a revision in crude oil reserves. The loss also included $26 million from the recognition in earnings of the value of related hedge contracts at the time of the exchange. These items were partially offset by pretax earnings in Colombia prior to the exchange of $18 million. At the time of the exchange, the exploration and production segment included the net book value of fixed assets in Colombia of $670 million and a related deferred income tax liability of $142 million. | ||||
| In this exchange transaction, the Corporation acquired the 50% interest in a corporate joint venture that it did not already own. Prior to the exchange, the Corporation accounted for its 50% interest in the corporate joint venture using the equity method. Because of the exchange, the joint venture became a wholly owned subsidiary and now is consolidated. | ||||
| In the second quarter of 2003, the Corporation sold producing properties in the Gulf of Mexico shelf, the Jabung Field in Indonesia and several small United Kingdom fields. The aggregate proceeds from these sales were $445 million and the pre-tax gain from disposition was $248 million. With respect to the assets sold in the second quarter of |
4
PART I FINANCIAL INFORMATION (CONTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2003, the net book value of fixed assets at the time of sale was approximately $295 million and the related dismantlement and deferred tax liabilities were approximately $160 million. Income from operations of these assets prior to sale amounted to $40 million in the first nine months of 2003. | ||||
| Sales and other operating revenues (net of intercompany sales) from discontinued operations were $97 million and $291 million in the first nine months of 2003 and 2002, respectively. The net production from fields sold or exchanged in 2003 at the time of disposition was approximately 45,000 barrels of oil equivalent per day. | ||||
| During the third quarter of 2003, the Corporation completed the exchange of its 25% equity investment in Premier Oil plc for a 23% interest in Natuna Sea, Block A, in Indonesia. | ||||
| On October 1, 2003, the Corporation exchanged 14% interests in the Scott and Telford fields in the United Kingdom for an additional 22.5% interest in the Llano Field in the Gulf of Mexico and $17 million in cash. The exchange increases the Corporations working interest in the Llano Field to 50% and decreases its interest in the Scott Field to 21% and the Telford Field to 17% | ||||
Note 3 |
- | Inventories consist of the following (in millions): |
| At | At | |||||||
| September 30, | December 31, | |||||||
| 2003 | 2002 | |||||||
Crude oil and other charge stocks |
$ | 132 | $ | 99 | ||||
Refined and other finished products |
512 | 497 | ||||||
Less: LIFO adjustment |
(257 | ) | (261 | ) | ||||
| 387 | 335 | |||||||
Materials and supplies |
173 | 157 | ||||||
Total inventories |
$ | 560 | $ | 492 | ||||
5
PART I FINANCIAL INFORMATION (CONTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 |
- | The Corporation accounts for its investment in HOVENSA L.L.C. using the equity method. Summarized financial information for HOVENSA follows (in millions): |
| At | At | |||||||
| September 30, | December 31, | |||||||
| 2003 | 2002 | |||||||
Summarized balance sheet |
||||||||
Current assets |
$ | 732 | $ | 520 | ||||
Net fixed assets |
1,835 | 1,895 | ||||||
Other assets |
37 | 40 | ||||||
Current liabilities |
(310 | ) | (335 | ) | ||||
Long-term debt |
(399 | ) | (467 | ) | ||||
Deferred liabilities and credits |
(68 | ) | (45 | ) | ||||
Partners equity |
$ | 1,827 | $ | 1,608 | ||||
| Three months | Nine months | |||||||||||||||
| ended September 30 | ended September 30 | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Summarized
income statement |
||||||||||||||||
Total revenues |
$ | 1,506 | $ | 1,054 | $ | 4,070 | $ | 2,622 | ||||||||
Costs and expenses |
1,419 | 1,065 | 3,851 | 2,720 | ||||||||||||
Net income (loss) |
$ | 87 | $ | (11 | ) | $ | 219 | $ | (98 | ) | ||||||
Amerada Hess
Corporations share |
$ | 43 | $ | (6 | ) | $ | 108 | $ | (50 | ) | ||||||
Note 5 |
- | During the three- and nine-month periods ended September 30, 2003, the Corporation capitalized interest of $9 million and $31 million, respectively, on major development projects ($26 million and $75 million during the corresponding periods of 2002). | ||
Note 6 |
- | The provision for income taxes from continuing operations consisted of the following (in millions): |
| Three months | Nine months | |||||||||||||||
| ended September 30 | ended September 30 | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Current |
$ | 10 | $ | 107 | $ | 143 | $ | 316 | ||||||||
Deferred |
69 | (61 | ) | 139 | (67 | ) | ||||||||||
Total |
$ | 79 | $ | 46 | $ | 282 | $ | 249 | ||||||||
6
PART I FINANCIAL INFORMATION (CONTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 |
- | Foreign currency gains (losses) amounted to the following (in millions): |
| Three months | Nine months | |||||||||||||||
| ended September 30 | ended September 30 | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Pre-tax foreign currency
gains (losses) |
$ | 2 | $ | 6 | $ | (15 | ) | $ | 25 | |||||||
Note 8 |
- | The Corporation records compensation expense for nonvested common stock awards ratably over the vesting period, which is generally five years. The Corporation uses the intrinsic value method to account for employee stock options. Because the exercise prices of employee stock options equal or exceed the market price of the stock on the date of grant, the Corporation does not recognize compensation expense. | ||
| The Corporation uses the Black-Scholes model to estimate the fair value of employee stock options for pro forma disclosure. Using the fair value method, stock option expense would be recognized over the one-year vesting period. The following pro forma financial information presents the effect on net income and earnings per share as if the Corporation used the fair value method for stock options granted during the previous year (in millions, except per share data): |
| Three months | Nine months | |||||||||||||||
| ended September 30 | ended September 30 | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Net income (loss) |
$ | 146 | $ | (136 | ) | $ | 574 | $ | 153 | |||||||
Add nonvested common
stock compensation
expense included in
net income, net of taxes |
1 | | 5 | 4 | ||||||||||||
Less total stock-based
employee compensation
expense,
net of taxes (*) |
(1 | ) | (4 | ) | (5 | ) | (16 | ) | ||||||||
Pro forma net
income (loss) |
$ | 146 | $ | (140 | ) | $ | 574 | $ | 141 | |||||||
Net income (loss) per
share as reported |
||||||||||||||||
Basic |
$ | 1.65 | $ | (1.54 | ) | $ | 6.48 | $ | 1.74 | |||||||
Diluted |
$ | 1.64 | $ | (1.54 | ) | $ | 6.45 | $ | 1.72 | |||||||
Pro forma net income
(loss) per share |
||||||||||||||||
Basic |
$ | 1.65 | $ | (1.59 | ) | $ | 6.47 | $ | 1.59 | |||||||