UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
or
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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)
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| DELAWARE
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13-4921002 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number) |
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1185 AVENUE OF THE AMERICAS,
NEW YORK, N.Y.
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10036
(Zip Code) |
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(Registrant’s telephone number, including area code, is (212) 997-8500)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
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Name of Each Exchange on Which Registered |
| Common Stock (par value $1.00)
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant submitted electronically and posted on its
Corporate website, 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 þ
No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The aggregate market value of voting stock held by non-affiliates of the Registrant amounted
to $17,579,000,000 computed using the outstanding common shares and closing market price on June
30, 2009.
At December 31, 2009, there were 327,229,488 shares of Common Stock outstanding.
Part III is incorporated by reference from the Proxy Statement for the annual meeting of
stockholders held on May 5, 2010.
TABLE OF CONTENTS
EXPLANATORY NOTE
Hess Corporation (the “Corporation”) is filing this Amendment No. 1 on Form 10-K/A to amend
the letter report of DeGolyer and MacNaughton, an independent petroleum engineering consulting
firm, filed as Exhibit 99(1) to the Corporation’s Annual Report on Form 10-K for the year
ended December 31, 2009, as originally filed with the Securities and Exchange Commission (the
“SEC”) on February 26, 2010 (the “Original Report”). The letter report was amended solely to
(i) remove a statement limiting its use, (ii) include relevant benchmark prices and weighted
average prices used in the audit and (iii) include the percentage difference between the
Corporation’s estimates and those of the independent petroleum engineering consulting firm. We
are also including in this Amendment No. 1 the consent of DeGolyer and MacNaughton in Exhibit
23(2) and the certifications of our Chief Executive Officer and Chief Financial Officer in
Exhibits 31(1) and 31(2).
This Amendment No. 1 is being filed in response to comments received from the staff of the
Division of Corporation Finance of the SEC in connection with the staff’s review of the
Original Report. We have made no attempt in this Amendment No. 1 to modify or update the
disclosures presented in the Original Report other than as noted above. Also, this Amendment
No. 1 does not reflect events occurring after the filing of the Original Report. Accordingly,
this Amendment No. 1 should be read in conjunction with the Original Report and our other
filings with the SEC subsequent to the filing of the Original Report.