UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended June 30, 2018
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
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: (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 ☒ 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At June 30, 2018, there were 299,688,199 shares of Common Stock outstanding.
Form 10-Q
TABLE OF CONTENTS
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Item No. |
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Page Number |
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1. |
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Consolidated Balance Sheet at June 30, 2018, and December 31, 2017 |
2 |
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Statement of Consolidated Income for the Three and Six Months Ended June 30, 2018, and 2017 |
3 |
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4 |
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Statement of Consolidated Cash Flows for the Six Months Ended June 30, 2018, and 2017 |
5 |
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Statement of Consolidated Equity for the Six Months Ended June 30, 2018, and 2017 |
6 |
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7 |
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7 |
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8 |
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11 |
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11 |
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11 |
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11 |
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12 |
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12 |
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12 |
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13 |
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14 |
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16 |
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17 |
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19 |
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2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
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3. |
33 |
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4. |
33 |
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1. |
34 |
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2. |
34 |
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6. |
35 |
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36 |
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Certifications |
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Unless the context indicates otherwise, references to “Hess”, the “Corporation”, “Registrant”, “we”, “us”, “our” and “its” refer to the consolidated business operations of Hess Corporation and its subsidiaries.
PART I - FINANCIAL INFORMATION
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
|
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June 30, |
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December 31, |
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||
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2018 |
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2017 |
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(In millions, |
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|||||
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except share amounts) |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
2,908 |
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$ |
4,847 |
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Accounts receivable: |
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From contracts with customers |
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784 |
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677 |
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Joint venture and other |
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291 |
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347 |
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Inventories |
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231 |
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232 |
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Assets held for sale |
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421 |
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|
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— |
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Other current assets |
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59 |
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54 |
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Total current assets |
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4,694 |
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6,157 |
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Property, plant and equipment: |
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|
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Total — at cost |
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32,040 |
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32,504 |
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Less: Reserves for depreciation, depletion, amortization and lease impairment |
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16,171 |
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16,312 |
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Property, plant and equipment — net |
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15,869 |
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16,192 |
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Goodwill |
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360 |
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|
360 |
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Deferred income taxes |
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18 |
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21 |
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Other assets |
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523 |
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|
|
382 |
|
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Total Assets |
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$ |
21,464 |
|
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$ |
23,112 |
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Liabilities |
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|
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Current Liabilities: |
|
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Accounts payable |
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$ |
363 |
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$ |
435 |
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Accrued liabilities |
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1,446 |
|
|
|
1,337 |
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Taxes payable |
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49 |
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83 |
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Current maturities of long-term debt |
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87 |
|
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|
580 |
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Total current liabilities |
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1,945 |
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2,435 |
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Long-term debt |
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6,352 |
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6,397 |
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Deferred income taxes |
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424 |
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429 |
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Asset retirement obligations |
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773 |
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753 |
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Other liabilities and deferred credits |
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634 |
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|
744 |
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Total Liabilities |
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10,128 |
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10,758 |
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Equity |
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Hess Corporation stockholders’ equity: |
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Preferred stock, par value $1.00; Authorized — 20,000,000 shares |
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Series A 8% Cumulative Mandatory Convertible; $1,000 per share liquidation preference; Issued — 575,000 shares (2017: 575,000) |
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1 |
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1 |
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Common stock, par value $1.00; Authorized — 600,000,000 shares |
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Issued — 299,688,199 shares (2017: 315,053,615) |
|
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300 |
|
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315 |
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Capital in excess of par value |
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5,501 |
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5,824 |
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Retained earnings |
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4,692 |
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5,597 |
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Accumulated other comprehensive income (loss) |
|
|
(522 |
) |
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|
(686 |
) |
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Total Hess Corporation stockholders’ equity |
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9,972 |
|
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11,051 |
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Noncontrolling interests |
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1,364 |
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1,303 |
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Total equity |
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11,336 |
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12,354 |
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Total Liabilities and Equity |
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$ |
21,464 |
|
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$ |
23,112 |
|
See accompanying Notes to Consolidated Financial Statements.
2
PART I - FINANCIAL INFORMATION (CONT’D.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME (UNAUDITED)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2018 |
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2017 |
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2018 |
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2017 |
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(In millions, except per share amounts) |
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Revenues and Non-Operating Income |
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Sales and other operating revenues |
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$ |
1,534 |
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$ |
1,197 |
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$ |
2,880 |
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$ |
2,455 |
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Gains on asset sales, net |
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11 |
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2 |
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18 |
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2 |
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Other, net |
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21 |
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3 |
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58 |
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(1 |
) |
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Total revenues and non-operating income |
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1,566 |
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1,202 |
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2,956 |
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2,456 |
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Costs and Expenses |
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Marketing, including purchased oil and gas |
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450 |
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253 |
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808 |
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|
453 |
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Operating costs and expenses |
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288 |
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374 |
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|
576 |
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732 |
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Production and severance taxes |
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42 |
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30 |
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|
81 |
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61 |
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Exploration expenses, including dry holes and lease impairment |
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62 |
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52 |
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102 |
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|
110 |
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General and administrative expenses |
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129 |
|
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|
95 |
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|
239 |
|
|
|
190 |
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Interest expense |
|
|
98 |
|
|
|
82 |
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|
|
201 |
|
|
|
166 |
|
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Loss on debt extinguishment |
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26 |
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|
|
— |
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|
|
53 |
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|
|
— |
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Depreciation, depletion and amortization |
|
|
444 |
|
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|
741 |
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|
|
861 |
|
|
|
1,478 |
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Total costs and expenses |
|
|
1,539 |
|
|
|
1,627 |
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|
2,921 |
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|
|
3,190 |
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Income (Loss) Before Income Taxes |
|
|
27 |
|
|
|
(425 |
) |
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|
35 |
|
|
|
(734 |
) |
|
Provision (benefit) for income taxes |
|
|
114 |
|
|
|
(8 |
) |
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187 |
|
|
|
(21 |
) |
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Net Income (Loss) |
|
|
(87 |
) |
|
|
(417 |
) |
|
|
(152 |
) |
|
|
(713 |
) |
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Less: Net income (loss) attributable to noncontrolling interests |
|
|
43 |
|
|
|
32 |
|
|
|
84 |
|
|
|
60 |
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|
Net Income (Loss) Attributable to Hess Corporation |
|
|
(130 |
) |
|
|
(449 |
) |
|
|
(236 |
) |
|
|
(773 |
) |
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Less: Preferred stock dividends |
|
|
12 |
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|
|
11 |
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23 |
|
|
|
23 |
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Net Income (Loss) Attributable to Hess Corporation Common Stockholders |
|
$ |
(142 |
) |
|
$ |
(460 |
) |
|
$ |
(259 |
) |
|
$ |
(796 |
) |
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Net Income (Loss) Attributable to Hess Corporation Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Basic |
|
$ |
(0.48 |
) |
|
$ |
(1.46 |
) |
|
$ |
(0.85 |
) |
|
$ |
(2.53 |
) |
|
Diluted |
|
$ |
(0.48 |
) |
|
$ |
(1.46 |
) |
|
$ |
(0.85 |
) |
|
$ |
(2.53 |
) |
|
Weighted Average Number of Common Shares Outstanding (Diluted) |
|
|
297.5 |
|
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314.4 |
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303.5 |
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|
|
314.2 |
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Common Stock Dividends Per Share |
|
$ |
0.25 |
|
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$ |
0.25 |
|
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$ |
0.50 |
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$ |
0.50 |
|
See accompanying Notes to Consolidated Financial Statements.
3
PART I - FINANCIAL INFORMATION (CONT’D.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)
|
|
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Three Months Ended |
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Six Months Ended |
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||||||||||
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June 30, |
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June 30, |
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||||||||||
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2018 |
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2017 |
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2018 |
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2017 |
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||||
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(In millions) |
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|||||||||||||
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|
|
|
|
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|
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Net Income (Loss) |
|
$ |
(87 |
) |
|
$ |
(417 |
) |
|
$ |
(152 |
) |
|
$ |
(713 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
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|
|
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|
|
|
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Derivatives designated as cash flow hedges |
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Effect of hedge (gains) losses reclassified to income |
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49 |
|
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(20 |
) |
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80 |
|
|
|
(20 |
) |
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Income taxes on effect of hedge (gains) losses reclassified to income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
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Net effect of hedge (gains) losses reclassified to income |
|
|
49 |
|
|
|
(20 |
) |
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80 |
|
|
|
(20 |
) |
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Change in fair value of cash flow hedges |
|
|
(13 |
) |
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72 |
|
|
|
(35 |
) |
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|
76 |
|
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Income taxes on change in fair value of cash flow hedges |
|
|
— |
|
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2 |
|
|
|
— |
|
|
|
— |
|
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Net change in fair value of cash flow hedges |
|
|
(13 |
) |
|
|
74 |
|
|
|
(35 |
) |
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|
76 |
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Change in derivatives designated as cash flow hedges, after taxes |
|
|
36 |
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54 |
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45 |
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56 |
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Pension and other postretirement plans |
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(Increase) reduction in unrecognized actuarial losses |
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5 |
|
|
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(2 |
) |
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130 |
|
|
|
5 |
|
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Income taxes on actuarial changes in plan liabilities |
|
|
(1 |
) |
|
|
1 |
|
|
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(31 |
) |
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|
(2 |
) |
|
(Increase) reduction in unrecognized actuarial losses, net |
|
|
4 |
|
|
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(1 |
) |
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99 |
|
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|
3 |
|
|
Amortization of net actuarial losses |
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|
9 |
|
|
|
23 |
|
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21 |
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|
40 |
|
|
Income taxes on amortization of net actuarial losses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
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Net effect of amortization of net actuarial losses |
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|
9 |
|
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23 |
|
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21 |
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|
40 |
|
|
Change in pension and other postretirement plans, after taxes |
|
|
13 |
|
|
|
22 |
|
|
|
120 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Foreign currency translation adjustment |
|
|
— |
|
|
|
73 |
|
|
|
— |
|
|
|
87 |
|
|
Change in foreign currency translation adjustment |
|
|
— |
|
|
|
73 |
|
|
|
— |
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income (Loss) |
|
|
49 |
|
|
|
149 |
|
|
|
165 |
|
|
|
186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss) |
|
|
(38 |
) |
|
|
(268 |
) |
|
|
13 |
|
|
|
(527 |
) |
|
Less: Comprehensive income (loss) attributable to noncontrolling interests |
|
|
43 |
|
|
|
32 |
|
|
|
84 |
|
|
|
60 |
|
|
Comprehensive Income (Loss) Attributable to Hess Corporation |
|
$ |
(81 |
) |
|
$ |
(300 |
) |
|
$ |
(71 |
) |
|
$ |
(587 |
) |
See accompanying Notes to Consolidated Financial Statements.
4
PART I - FINANCIAL INFORMATION (CONT’D.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2018 |
|
|
2017 |
|
||
|
|
|
(In millions) |
|
|||||
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(152 |
) |
|
$ |
(713 |
) |
|
Adjustments to reconcile to net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
(Gains) losses on asset sales, net |
|
|
(18 |
) |
|
|
(2 |
) |
|
Depreciation, depletion and amortization |
|
|
861 |
|
|
|
1,478 |
|
|
Exploratory dry hole costs |
|
|
13 |
|
|
|
— |
|
|
Exploration lease and other impairment |
|
|
20 |
|
|
|
15 |
|
|
Stock compensation expense |
|
|
32 |
|
|
|
44 |
|
|
Noncash (gains) losses on commodity derivatives, net |
|
|
85 |
|
|
|
30 |
|
|
Provision (benefit) for deferred income taxes and other tax accruals |
|
|
(34 |
) |
|
|
(47 |
) |
|
Loss on debt extinguishment |
|
|
53 |
|
|
|
— |
|
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
(Increase) decrease in accounts receivable |
|
|
(68 |
) |
|
|
119 |
|
|
(Increase) decrease in inventories |
|
|
1 |
|
|
|
(52 |
) |
|
Increase (decrease) in accounts payable and accrued liabilities |
|
|
(64 |
) |
|
|
(150 |
) |
|
Increase (decrease) in taxes payable |
|
|
(34 |
) |
|
|
(35 |
) |
|
Changes in other operating assets and liabilities |
|
|
(60 |
) |
|
|
(173 |
) |
|
Net cash provided by (used in) operating activities |
|
|
635 |
|
|
|
514 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment - E&P |
|
|
(793 |
) |
|
|
(786 |
) |
|
Additions to property, plant and equipment - Midstream |
|
|
(100 |
) |
|
|
(84 |
) |
|
Payments for Midstream equity investments |
|
|
(41 |
) |
|
|
— |
|
|
Proceeds from asset sales |
|
|
33 |
|
|
|
179 |
|
|
Other, net |
|
|
(5 |
) |
|
|
— |
|
|
Net cash provided by (used in) investing activities |
|
|
(906 |
) |
|
|
(691 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
|
Net borrowings (repayments) of debt with maturities of 90 days or less |
|
|
— |
|
|
|
4 |
|
|
Debt with maturities of greater than 90 days |
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
— |
|
|
|
— |
|
|
Repayments |
|
|
(591 |
) |
|
|
(77 |
) |
|
Proceeds from issuance of Hess Midstream Partnership LP units |
|
|
— |
|
|
|
366 |
|
|
Common stock acquired and retired |
|
|
(890 |
) |
|
|
— |
|
|
Cash dividends paid |
|
|
(176 |
) |
|
|
(182 |
) |
|
Noncontrolling interests, net |
|
|
(23 |
) |
|
|
(175 |
) |
|
Other, net |
|
|
12 |
|
|
|
1 |
|
|
Net cash provided by (used in) financing activities |
|
|
(1,668 |
) |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
(1,939 |
) |
|
|
(240 |
) |
|
Cash and Cash Equivalents at Beginning of Year |
|
|
4,847 |
|
|
|
2,732 |
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
2,908 |
|
|
$ |
2,492 |
|
See accompanying Notes to Consolidated Financial Statements.
5
PART I - FINANCIAL INFORMATION (CONT’D.)
HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED EQUITY (UNAUDITED)
|
|
|
Mandatory Convertible Preferred Stock |
|
|
Common Stock |
|
|
Capital in Excess of Par |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Total Hess Stockholders' Equity |
|
|
Noncontrolling Interests |
|
|
Total Equity |
|
||||||||
|
|
|
(In millions) |
|
|||||||||||||||||||||||||||||
|
Balance at January 1, 2018 |
|
$ |
1 |
|
|
$ |
315 |
|
|
$ |
5,824 |
|
|
$ |
5,597 |
|
|
$ |
(686 |
) |
|
$ |
11,051 |
|
|
$ |
1,303 |
|
|
$ |
12,354 |
|
|
Cumulative effect of adoption of new accounting standards |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(236 |
) |
|
|
— |
|
|
|
(236 |
) |
|
|
84 |
|
|
|
(152 |
) |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
165 |
|
|
|
165 |
|
|
|
— |
|
|
|
165 |
|
|
Share-based compensation, including income taxes |
|
|
— |
|
|
|
1 |
|
|
|
47 |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
|
|
— |
|
|
|
48 |
|
|
Dividends on preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(23 |
) |
|
|
— |
|
|
|
(23 |
) |
|
|
— |
|
|
|
(23 |
) |
|
Dividends on common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(153 |
) |
|
|
— |
|
|
|
(153 |
) |
|
|
— |
|
|
|
(153 |
) |
|
Common stock acquired and retired |
|
|
— |
|
|
|
(16 |
) |
|
|
(370 |
) |
|
|
(494 |
) |
|
|
— |
|
|
|
(880 |
) |
|
|
— |
|
|
|
(880 |
) |
|
Noncontrolling interests, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(23 |
) |
|
|
(23 |
) |
|
Balance at June 30, 2018 |
|
$ |
1 |
|
|
$ |
300 |
|
|
$ |
5,501 |
|
|
$ |
4,692 |
|
|
$ |
(522 |
) |
|
$ |
9,972 |
|
|
$ |
1,364 |
|
|
$ |
11,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017 |
|
$ |
1 |
|
|
$ |
317 |
|
|
$ |
5,773 |
|
|
$ |
10,147 |
|
|
$ |
(1,704 |
) |
|
$ |
14,534 |
|
|
$ |
1,057 |
|
|
$ |
15,591 |
|
|
Cumulative effect of adoption of new accounting standards |
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
(39 |
) |
|
|
— |
|
|
|
(37 |
) |
|
|
— |
|
|
|
(37 |
) |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(773 |
) |
|
|
— |
|
|
|
(773 |
) |
|
|
60 |
|
|
|
(713 |
) |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
186 |
|||||||||||||