Obligation Hess Corp 6% ( US42809HAC16 ) en USD

Hess Corp

104.04 % ▲

Etats-unis

US42809HAC16 ( en USD )

6% par an ( paiement semestriel )

14/01/2040

Prospectus brochure de l'obligation Hess Corp US42809HAC16 en USD 6%, échéance 14/01/2040

2 000 USD

750 000 000 USD

42809HAC1

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

15/07/2024 ( Dans 86 jours )

L'Obligation émise par Hess Corp ( Etats-unis ) , en USD, avec le code ISIN US42809HAC16, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2040

L'Obligation émise par Hess Corp ( Etats-unis ) , en USD, avec le code ISIN US42809HAC16, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Hess Corp ( Etats-unis ) , en USD, avec le code ISIN US42809HAC16, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-157606

Calculation of Registration Fee

Proposed Maximum Proposed Maximum

Title of Each Class of
Amount to be
Offering Price

Aggregate

Amount of
Securities to be Registered

Registered

Per Unit

Offering Price
Registration Fee(1)
6.00% Notes Due 2040
$750,000,000
99.234%
$744,255,000 $41,529.43

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

Prospectus Supplement to Prospectus dated February 27, 2009

$750,000,000
Hess Corporation
6.00% Notes Due 2040

The notes will mature on January 15, 2040. We will pay interest on the notes on January 15
and July 15 of each year. The first such payment will be made on July 15, 2010. The notes will be
issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
We may redeem some or all of the notes in whole or in part at any time. We describe the
redemption prices under the heading "Description of the Notes -- Optional Redemption" on
page S-6.

The notes will be our unsecured and unsubordinated obligations and will rank equally with our
current and future unsecured and unsubordinated indebtedness. The notes will not be listed on any
national securities exchange.

See "Risk Factors", beginning on page S-4 of this prospectus supplement to read about
important facts you should consider before buying the notes.

Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or adequacy of
this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.

Per Note
Total

Initial public offering price
99.234 % $ 744,255,000
Underwriting discount
0.875 % $ 6,562,500

Proceeds, before expenses, to Hess Corporation
98.359 % $ 737,692,500

The initial public offering price set forth above does not include accrued interest, if any. Interest
on the notes will accrue from December 14, 2009 and must be paid by the purchasers if the notes
are delivered after December 14, 2009.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The
Depository Trust Company for the accounts of its participants, including Clearstream Banking,
société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against
payment in New York, New York on or about December 14, 2009.

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Joint Book-Running Managers

Goldman, Sachs & Co.
J.P. Morgan
Morgan Stanley

Prospectus Supplement dated December 9, 2009.
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TABLE OF CONTENTS

Prospectus Supplement
Forward-Looking Information

ii
Summary of the Offering
S-1
Our Company
S-3
Recent Developments
S-3
Risk Factors
S-4
Use of Proceeds
S-5
Ratio of Earnings to Fixed Charges
S-5
Description of the Notes
S-6
United States Federal Income Tax Considerations
S-8
Underwriting
S-11
Legal Matters
S-14
Experts
S-14
Where You Can Find More Information
S-14
Incorporation of Certain Documents by Reference
S-14

Prospectus
About this Prospectus

3
Cautionary Note Regarding Forward-Looking Statements

3
Where You Can Find More Information

3
Incorporation of Certain Documents by Reference

4
Our Company

4
Use of Proceeds

5
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends

5
Description of Securities We May Offer

5
Debt Securities

5
Warrants
15
Common Stock
17
Preferred Stock
18
Depositary Shares
22
Purchase Contracts
26
Units
26
Validity of the Securities
28
Experts
28

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You should rely only on the information incorporated by reference or provided in this
prospectus supplement, the accompanying prospectus or any free writing prospectus
prepared by or on behalf of us. We have not authorized anyone else to provide you with
different information. We are not making an offer of these securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that the information in this
prospectus supplement or the accompanying prospectus is accurate as of any date other
than the date on the front of these documents.

In this prospectus supplement, "we", "us", "our", the "Company" and "Hess" refer to Hess
Corporation and its direct and indirect subsidiaries, as the context requires.

FORWARD-LOOKING INFORMATION

Some statements contained in this prospectus supplement and the accompanying
prospectus, including information incorporated by reference, are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the
safe harbor created by those sections. Words such as "expect(s)", "feel(s)", "believe(s)",
"will", "may", "anticipate(s)", "estimate(s)", "should", "intend(s)" and similar expressions are
intended to identify forward-looking statements. Our forward-looking statements are based
on our current understanding and assessment of relevant factors and reasonable
assumptions about the future. They are subject to risks and uncertainties, including
commodity risks related to the change in price of crude oil, natural gas, refined products and
electricity, as well as to changes in market conditions, interest rates, foreign currency values,
tax rates, government regulations and other factors, including those described in "Risk
Factors" included or incorporated by reference herein, which could cause actual results to
differ materially from future results expressed or implied by those forward-looking
statements.

Given these uncertainties, investors are cautioned not to place undue reliance on our
forward-looking statements. We disclaim any intent or obligation to update publicly any
forward-looking statements set forth in this prospectus supplement, the accompanying
prospectus, or incorporated herein by reference, whether as a result of new information,
future events or otherwise.

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SUMMARY OF THE OFFERING

The following summary may not contain all of the information that may be
important to you. You should read the entire prospectus supplement and the
accompanying prospectus, as well as the documents incorporated by reference in this
prospectus supplement, before making an investment decision.

Issuer Hess
Corporation.

Securities offered
$750,000,000 aggregate principal amount of
6.00% notes due 2040.

Maturity date
January 15, 2040.

Interest payment dates
January 15 and July 15 of each year, commencing
July 15, 2010.

Optional redemption
We may redeem the notes in whole at any time or in
part from time to time, at our option, at a redemption
price equal to accrued and unpaid interest on the
principal amount being redeemed to the redemption
date plus the greater of: (1) 100% of the principal
amount of the notes to be redeemed and (2) the sum
of the present values of the remaining scheduled
payments of principal and interest on the notes to be
redeemed (not including any portion of such payments
of interest accrued to the date of redemption)
discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate, plus
25 basis points. See "Description of the Notes --
Optional Redemption".

Ranking
The notes will be our unsecured and unsubordinated
obligations and will rank equally with all of our current
and future unsecured and unsubordinated
indebtedness, including any borrowings under our
senior credit facility, and senior to all of our future
subordinated debt. The notes will effectively rank junior
to any of our existing and future secured indebtedness
to the extent of the value of the assets securing such
indebtedness. The notes will not be guaranteed by any
of our subsidiaries and will therefore be effectively
subordinated to all existing and future liabilities of our
subsidiaries.

Sinking fund
No sinking fund will be provided with respect to the
notes.

Form and denomination of
notes
The notes will initially be represented by one or more
global notes which will be deposited with a custodian
for, and registered in the name of a nominee of The
Depository Trust Company, or DTC. Indirect holders
trading their beneficial interests in the global notes
through DTC must trade in DTC's same-day funds
settlement system and pay in immediately available
funds. The notes may only be withdrawn from DTC in
the limited situations described in the accompanying
prospectus in the section entitled "Debt Securities --
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Payment and Transfer".

Use of proceeds
The net proceeds of this offering are expected to be
$736,492,500 after deducting the underwriting
discount and

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commissions and other offering expenses payable by
us. We intend to use the net proceeds of this offering
primarily for the purchase of our 6.65% Notes due
2011 that are tendered pursuant to our offer to
purchase dated December 9, 2009, and for working
capital and other general corporate purposes. This
offering is not conditioned upon the successful
completion of such note tender offer. See "Use of
Proceeds".

Further issues
We may from time to time without the consent of the
holders of the notes create and issue additional
securities having the same terms and conditions as the
notes, so that such issue shall be consolidated and
form a single series with the outstanding notes.

Trustee
The Bank of New York Mellon.

Risk factors
See "Risk Factors" before considering an investment in
the notes.
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OUR COMPANY

We are a global integrated energy company engaged in the exploration for and the
production, purchase, transportation and sale of crude oil and natural gas, as well as
the production and sale of refined petroleum products. Exploration and production
activities take place primarily in Algeria, Australia, Azerbaijan, Brazil, Denmark, Egypt,
Equatorial Guinea, Gabon, Ghana, Indonesia, Libya, Malaysia, Norway, Peru, Russia,
Thailand, the United Kingdom and the United States. The majority of our capital
employed is in exploration and production and most of our capital expenditures are
spent in the exploration for, and the development and production of, crude oil and
natural gas.

Refined petroleum products are manufactured at the HOVENSA refinery in
St. Croix, United States Virgin Islands, which is owned jointly with Petróleos de
Venezuela S.A. (PDVSA). The HOVENSA refinery, which is one of the world's largest
with a crude oil processing capacity of approximately 500,000 barrels of oil per day
(BPD), produces high-quality, clean-burning fuel oils, gasoline and other petroleum
products. We also have a 70,000 BPD fluid catalytic cracking facility in Port Reading,
New Jersey which mostly produces gasoline and heating oil. Our strategically placed
terminals provide us with extensive storage capacity on the East Coast of the United
States, through which we distribute HESS products to customers from Massachusetts
to Florida. We market refined petroleum products, natural gas and electricity to
wholesale distributors, industrial and commercial users, other petroleum companies,
governmental agencies and public utilities. We also market refined petroleum products
to the motoring public through approximately 1,350 HESS brand retail gasoline and
convenience store outlets.

We are a Delaware corporation. Our principal executive offices are located at 1185
Avenue of the Americas, New York, New York 10036, and our telephone number is
(212) 997-8500. We maintain a website at http://www.hess.com where general
information about us is available. We are not incorporating the contents of the website
into this prospectus supplement.

To find more information about us, please see the sections entitled "Where You
Can Find More Information" and "Incorporation of Certain Documents by Reference".

RECENT DEVELOPMENTS

On December 9, 2009, we commenced an offer to purchase for cash any and all of
our outstanding 6.65% Notes due 2011, which is expected to expire on December 16,
2009, unless extended or earlier terminated. This offering is not conditioned upon the
successful completion of such note tender offer.
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