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

______________


FORM 8-K

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

Date of Report (Date of Earliest Event Reported):  October 28, 2009

HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

No. 1-1204

No. 13-4921002

(State or Other
Jurisdiction of
Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1185 Avenue of the Americas
New York, New York   10036

(Address of Principal Executive Offices)   (Zip Code)


Registrant's Telephone Number, Including Area Code:  (212) 997-8500

N/A
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02.  Results of Operations and Financial Condition.  

          On October 28, 2009, Hess Corporation issued a news release reporting its results for the third quarter of 2009.  A copy of this news release is attached hereto as Exhibit 99(1) and is hereby incorporated by reference.  


Item 7.01.  Regulation FD Disclosure.

          Furnished hereunder are the prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer of Hess Corporation at a public conference call held on October 28, 2009.  A copy of his remarks is attached as Exhibit 99(2) and is incorporated herein by reference.


Item 9.01.  Financial Statements and Exhibits.  

(c) Exhibits
 
99(1) News release dated October 28, 2009 reporting results for the third quarter of 2009.
99(2) Prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer.

2

SIGNATURE

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 hereunto duly authorized.

Date: October 28, 2009

HESS CORPORATION

 

 

By:

/s/ John P. Rielly

Name:

John P. Rielly

Title:

Senior Vice President and

Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.

Description

 

99(1)

News release dated October 28, 2009 reporting results for the third quarter of 2009.  

99(2)

Prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer.

4

Exhibit 99(1)

Hess Reports Estimated Results for the Third Quarter of 2009

Third Quarter Highlights:

NEW YORK--(BUSINESS WIRE)--October 28, 2009--Hess Corporation (NYSE: HES) reported net income of $341 million for the third quarter of 2009 compared with net income of $775 million for the third quarter of 2008. The after-tax results by major operating activity were as follows:

  Three Months Ended   Nine Months Ended

September 30, (unaudited)

September 30, (unaudited)

2009   2008 2009   2008
(In millions, except per share amounts)
Exploration and Production $ 397 $ 699 $ 548 $ 2,548
Marketing and Refining 38 161 110 125
Corporate (33 ) (42 ) (108 ) (114 )
Interest expense   (61 )   (43 )   (168 )   (125 )
 
Net income attributable to Hess Corporation $ 341   $ 775   $ 382   $ 2,434  
 
Net income per share (diluted) $ 1.05   $ 2.37   $ 1.17   $ 7.47  
 
Weighted average number of shares (diluted)   326.0     327.4  

 

325.8  

 

325.7  

Exploration and Production earnings were $397 million in the third quarter of 2009 compared with $699 million in the third quarter of 2008. The Corporation’s oil and gas production was 420,000 barrels of oil equivalent per day in the third quarter of 2009, an increase of 16% from the third quarter of 2008. The Corporation’s average worldwide crude oil selling price, including the effect of hedging, was $56.07 per barrel in the third quarter of 2009 compared with $93.36 per barrel in the third quarter of 2008. The Corporation’s average worldwide natural gas selling price was $4.60 per Mcf in the third quarter of 2009 compared with $7.60 per Mcf in the third quarter of 2008.


Marketing and Refining earnings were $38 million in the third quarter of 2009 compared with $161 million in the third quarter of 2008. Refining operations generated a loss of $3 million in the third quarter of 2009 compared with income of $46 million in the third quarter of 2008 as a result of lower refining margins. Marketing earnings were $35 million in the third quarter of 2009 compared with $110 million in the third quarter of 2008, primarily due to lower margins. Trading activities produced income of $6 million in the third quarter of 2009 and $5 million in the third quarter of 2008.

The following table reflects the total after-tax impact of items affecting comparability of earnings between periods (in millions):

  Three Months Ended   Nine Months Ended

September 30,

September 30,

2009   2008 2009   2008
Exploration and Production $ 89 $ - $ 45 $ -
Marketing and Refining 12 - 12 -
Corporate   -   -     (16 )   -  
$ 101 $ -   $ 41   $ -  

In the third quarter of 2009, the Corporation recorded after-tax income of $89 million related to the resolution of a royalty dispute on production from certain leases subject to the U.S. Deep Water Royalty Relief Act. The Corporation also recorded a benefit of $12 million due to an income tax adjustment relating to refining operations.

Net cash provided by operating activities was $534 million in the third quarter of 2009 compared with $1,205 million in the third quarter of 2008. Capital and exploratory expenditures for the third quarter of 2009 amounted to $668 million, of which $646 million related to Exploration and Production operations. Capital and exploratory expenditures for the third quarter of 2008 amounted to $1,368 million, of which $1,338 million related to Exploration and Production operations.


At September 30, 2009, cash and cash equivalents totaled $957 million compared with $908 million at December 31, 2008. Total debt was $4,379 million at September 30, 2009 and $3,955 million at December 31, 2008. The Corporation’s debt to capitalization ratio at September 30, 2009 was 25.2 percent compared with 24.2 percent at the end of 2008.

Hess Corporation will review third quarter financial and operating results and other matters on a webcast at 10 a.m. today. For details on the event, refer to the Investor Relations section of our website at www.hess.com.

Hess Corporation, with headquarters in New York, is a leading global independent energy company engaged in the exploration for and production of crude oil and natural gas, as well as in refining and marketing refined petroleum products, natural gas and electricity. More information on Hess Corporation is available at www.hess.com.

Forward Looking Statements

Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, uncertainties inherent in the measurement and interpretation of geological, geophysical and other technical data.


HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

SUPPLEMENTAL FINANCIAL DATA (UNAUDITED)

(IN MILLIONS OF DOLLARS)

     
Third Third Second
Quarter Quarter Quarter
2009 2008 2009

Income Statement (*)

Revenues and Non-operating Income
Sales (excluding excise taxes) and other operating revenues $ 7,270 $ 11,396 $ 6,751
Equity in income (loss) of HOVENSA L.L.C. (49 ) 52 (75 )
Other, net   163     (62 )   79  
 
Total revenues and non-operating income   7,384     11,386     6,755  
 
Costs and Expenses
Cost of products sold (excluding items shown separately below) 5,069 8,164 4,705
Production expenses 460 503 444
Marketing expenses 240 266 245
Exploration expenses, including dry holes
and lease impairment 167 157 312
Other operating expenses 43 62 43
General and administrative expenses 148 170 136
Interest expense 97 68 95
Depreciation, depletion and amortization   626     497     558  
 
Total costs and expenses   6,850     9,887     6,538  
 
Income before income taxes 534 1,499 217
Provision for income taxes   182     725     115  
 
Net income 352 774 102
Less: Net income (loss) attributable to noncontrolling interests   11     (1 )   2  
Net Income attributable to Hess Corporation $ 341   $ 775   $ 100  
 

Supplemental Income Statement Information

Foreign currency gains (losses), after-tax $ 3 $ (10 ) $ 6
Capitalized interest 1 2 2
 

Cash Flow Information (*)

Net cash provided by operating activities (**) $ 534 $ 1,205 $ 616
 

Capital and Exploratory Expenditures

Exploration and Production
United States $ 198 $ 509 $ 300
International   448     829     470  
 
Total Exploration and Production 646 1,338 770
Marketing, Refining and Corporate   22     30     15  
 
Total Capital and Exploratory Expenditures $ 668   $ 1,368   $ 785  
 
Exploration expenses charged to income included above
United States $ 22 $ 56 $ 52
International   42     35     48  
 
$ 64   $ 91   $ 100  
 
(*) Reflects the retrospective adoption of a new accounting standard for noncontrolling interests in consolidated subsidiaries
(**) Includes changes in working capital

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

SUPPLEMENTAL FINANCIAL DATA (UNAUDITED)

(IN MILLIONS OF DOLLARS)

   
Nine Months
2009 2008

Income Statement (*)

Revenues and Non-operating Income
Sales (excluding excise taxes) and other operating revenues $ 20,936 $ 33,754
Equity in income (loss) of HOVENSA L.L.C. (165 ) 23
Other, net   240     38
 
Total revenues and non-operating income   21,011     33,815
 
Costs and Expenses
Cost of products sold (excluding items shown separately below) 14,956 24,206
Production expenses 1,313 1,421
Marketing expenses 742 766
Exploration expenses, including dry holes
and lease impairment 672 467
Other operating expenses 134 154
General and administrative expenses 444 478
Interest expense 269 200
Depreciation, depletion and amortization   1,670     1,431
 
Total costs and expenses   20,200     29,123
 
Income before income taxes 811 4,692
Provision for income taxes   374     2,255
 
Net income 437 2,437
Less: Net income attributable to noncontrolling interests   55     3
Net Income attributable to Hess Corporation $ 382   $ 2,434
 

Supplemental Income Statement Information

Foreign currency gains (losses), after-tax $ (1 ) $ 2
Capitalized interest 4 4
 

Cash Flow Information (*)

Net cash provided by operating activities (**) $ 1,775 $ 4,120
 

Capital and Exploratory Expenditures

Exploration and Production
United States $ 813 $ 1,645
International   1,362     1,836
 
Total Exploration and Production 2,175 3,481
Marketing, Refining and Corporate   83     97
 
Total Capital and Exploratory Expenditures $ 2,258   $ 3,578
 
Exploration expenses charged to income included above
United States $ 127 $ 162
International   138     134
 
$ 265   $ 296
 
(*) Reflects the retrospective adoption of a new accounting standard for noncontrolling interests in consolidated subsidiaries
(**) Includes changes in working capital

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

SUPPLEMENTAL FINANCIAL DATA (UNAUDITED)

(IN MILLIONS OF DOLLARS)

   

September 30, December 31,
2009 2008

Balance Sheet Information

 
Cash and cash equivalents $ 957 $ 908
Other current assets 5,969 6,424
Investments 975 1,127
Property, plant and equipment – net 16,646 16,271
Other long-term assets   3,890     3,859  
Total assets $ 28,437   $ 28,589  
 
Current maturities of long-term debt $ 136 $ 143
Other current liabilities 6,332 7,587
Long-term debt 4,243 3,812
Other long-term liabilities 4,719 4,656
Total equity excluding other comprehensive income (loss) 14,834 14,399
Accumulated other comprehensive income (loss)   (1,827 )   (2,008 )
Total liabilities and equity $ 28,437   $ 28,589  

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

EXPLORATION AND PRODUCTION EARNINGS (UNAUDITED)

(IN MILLIONS OF DOLLARS)

 

Third Quarter 2009

United    
States International Total
Sales and other operating revenues   $  

499

$ 1,293 $ 1,792

Other, net

      137     8     145  
 
Total revenues and non-operating income       636     1,301     1,937  
Costs and expenses
Production expenses, including related taxes 106 354 460
Exploration expenses, including dry holes
and lease impairment 56 111 167
General, administrative and other expenses 37 28 65
Depreciation, depletion and amortization       176     426     602  
 
Total costs and expenses       375     919     1,294  
 
Results of operations before income taxes 261 382 643
Provision for income taxes       99     147     246  
 
Results of operations attributable to Hess Corporation   $   162   $ 235   $ 397  
 
Third Quarter 2008
United
States International Total
Sales and other operating revenues $ 460 $ 2,201 $ 2,661

Other, net

      (1 )   (70 )   (71 )
 
Total revenues and non-operating income       459     2,131     2,590  
Costs and expenses
Production expenses, including related taxes 96 407 503
Exploration expenses, including dry holes
and lease impairment 82 75 157
General, administrative and other expenses 41 43 84
Depreciation, depletion and amortization       59     420     479  
 
Total costs and expenses       278     945     1,223  
 
Results of operations before income taxes 181 1,186 1,367
Provision for income taxes       71     597     668  
 
Results of operations attributable to Hess Corporation   $   110   $ 589   $ 699  
 
Second Quarter 2009
United
States International Total
Sales and other operating revenues $ 358 $ 1,341 $ 1,699

Other, net

      (3 )   60     57  
 
Total revenues and non-operating income       355     1,401     1,756  
Costs and expenses
Production expenses, including related taxes 109 335 444
Exploration expenses, including dry holes
and lease impairment 139 173 312
General, administrative and other expenses 33 28 61
Depreciation, depletion and amortization       105     433     538  
 
Total costs and expenses       386     969     1,355  
 
Results of operations before income taxes (31 ) 432 401
Provision (benefit) for income taxes       (11 )   197     186  
 
Results of operations attributable to Hess Corporation   $   (20 ) $ 235   $ 215  

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

EXPLORATION AND PRODUCTION EARNINGS (UNAUDITED)

(IN MILLIONS OF DOLLARS)

 
Nine Months 2009
United    
States International Total
Sales and other operating revenues $ 1,024 $ 3,598 $ 4,622

Other, net

  132   78     210  
   
Total revenues and non-operating income   1,156   3,676     4,832  
Costs and expenses
Production expenses, including related taxes 327 986 1,313
Exploration expenses, including dry holes
and lease impairment 306 366 672
General, administrative and other expenses 97 85 182
Depreciation, depletion and amortization   338   1,267     1,605  
 
Total costs and expenses   1,068   2,704     3,772  
 
Results of operations before income taxes 88 972 1,060
Provision for income taxes   35   477     512  
 
Results of operations attributable to Hess Corporation $ 53 $ 495   $ 548  
 
 
 
 
Nine Months 2008
United
States International Total
Sales and other operating revenues $ 1,453 $ 6,890 $ 8,343

Other, net

  9   (11 )   (2 )
 
Total revenues and non-operating income   1,462   6,879     8,341  
Costs and expenses
Production expenses, including related taxes 267 1,154 1,421
Exploration expenses, including dry holes
and lease impairment 227 240 467
General, administrative and other expenses 109 111 220
Depreciation, depletion and amortization   175   1,200     1,375  
 
Total costs and expenses   778   2,705     3,483  
 
Results of operations before income taxes 684 4,174 4,858
Provision for income taxes   263   2,047     2,310  
 
Results of operations attributable to Hess Corporation $ 421 $ 2,127   $ 2,548  

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

EXPLORATION AND PRODUCTION SUPPLEMENTAL OPERATING DATA (UNAUDITED)

     
Third Third Second
Quarter Quarter Quarter
2009 2008 2009

Operating Data

Net Production Per Day (in thousands)

Crude oil - barrels
United States 73 31 58
Europe 83 80 76
Africa 124 121 124
Asia and other   17   12   16
Total   297   244   274
 
Natural gas liquids - barrels
United States 12 9 10
Europe 2 4 3
Asia and other   -   -   1
Total   14   13   14
 
Natural gas - mcf
United States 105 76 92
Europe 120 216 160
Asia and other   429   333   459
Total   654   625   711
Barrels of oil equivalent   420   361   407
 

Average Selling Price

Crude oil - per barrel (including hedging)*
United States $ 63.79 $ 116.14 $ 55.53
Europe 47.34 83.23 47.41
Africa 54.97 91.72 47.16
Asia and other 67.49 105.58 55.84

Worldwide

56.07 93.36 49.27
 
Crude oil - per barrel (excluding hedging)
United States $ 63.79 $ 116.14 $ 55.53
Europe 47.34 83.23 47.41
Africa 67.27 108.49 57.13
Asia and other 67.49 105.58 55.84
Worldwide 61.42 102.80 54.03
 
Natural gas liquids - per barrel
United States $ 36.05 $ 77.50 $ 31.03
Europe 43.53 81.84 36.51
Asia and other 44.74 - 35.92
Worldwide 37.27 78.50 32.97
 
Natural gas - per mcf (including hedging)*
United States $ 2.65 $ 8.57 $ 3.26
Europe 4.38 10.12 4.53
Asia and other 5.12 5.77 4.82
Worldwide 4.60 7.60 4.56
 
Natural gas - per mcf (excluding hedging)
United States $ 2.65 $ 8.57 $ 3.26
Europe 4.38 10.84 4.53
Asia and other 5.12 5.77 4.82
Worldwide 4.60 7.85 4.56
* The after-tax losses from hedging activities were $84 million in the third quarter of 2009, $138 million in the third quarter of 2008 and $83 million in the second quarter of 2009.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

EXPLORATION AND PRODUCTION SUPPLEMENTAL OPERATING DATA (UNAUDITED)

 
Nine Months
2009   2008

Operating Data

Net Production Per Day (in thousands)

Crude oil - barrels
United States 54 34
Europe 82 82
Africa 125 123
Asia and other   16   14
Total   277   253
 
Natural gas liquids - barrels
United States 10 10
Europe 3 4
Asia and other   1   -
Total   14   14
 
Natural gas - mcf
United States 92 84
Europe 153 260
Asia and other   442   346
Total   687   690
Barrels of oil equivalent   406   382
 

Average Selling Price

Crude oil - per barrel (including hedging)*
United States $ 56.02 $ 109.39
Europe 42.80 90.69
Africa 44.98 89.66
Asia and other 56.63 106.09
Worldwide 47.09 93.62
 
Crude oil - per barrel (excluding hedging)
United States $ 56.02 $ 109.39
Europe 42.80 90.69
Africa 56.59 106.91
Asia and other 56.63 106.09
Worldwide 52.35 102.03
 
Natural gas liquids - per barrel
United States $ 32.38 $ 72.79
Europe 37.86 84.77
Asia and other 38.49 -
Worldwide 33.90 75.96
 
Natural gas - per mcf (including hedging)*
United States $ 3.19 $ 9.35
Europe 5.25 9.75
Asia and other 4.88 5.33
Worldwide 4.74 7.48
 
Natural gas - per mcf (excluding hedging)
United States $ 3.19 $ 9.35
Europe 5.25 10.16
Asia and other 4.88 5.33
Worldwide 4.74 7.64
* The after-tax losses from hedging activities were $249 million for the nine months ended September 30, 2009 and $377 million for the nine months ended September 30, 2008.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

MARKETING AND REFINING SUPPLEMENTAL FINANCIAL AND OPERATING DATA (UNAUDITED)

     
Third Third Second
Quarter Quarter Quarter
2009 2008 2009

Financial Information (in millions of dollars)

 

Marketing and Refining Results

Income (loss) before income taxes $ 29 $ 262 $ (56)
Provision (benefit) for income taxes   (9)   101   (26)
Results of operations attributable to Hess Corporation $ 38 $ 161 $ (30)
 

Summary of Marketing and Refining Results

Refining $ (3) $ 46 $ (26)
Marketing 35 110 (13)
Trading   6   5   9
Results of operations attributable to Hess Corporation $ 38 $ 161 $ (30)
 
     
 

Operating Data (barrels and gallons in thousands)

 

Refined Product Sales (barrels per day)

Gasoline 253 249 223
Distillates 113 122 126
Residuals 51 46 65
Other   26   43   41
Total   443   460   455
 

Refinery Throughput (barrels per day)

HOVENSA - Crude runs 384 457 442
HOVENSA - Hess 50% share 192 228 221
Port Reading 65 65 65
 

Refinery Utilization

 

Refinery Capacity

HOVENSA (barrels per day)
Crude 500 76.9% 91.3% 88.4%
FCC 150 82.9% 72.8% 71.2%
Coker 58 78.9% 105.4% 91.2%
Port Reading 70 92.2% 92.4% 93.0%
 

Retail Marketing

Number of retail stations (a) 1,353 1,357 1,355
Convenience store revenue (in millions of dollars) (b) $ 313 $ 279 $ 300
Average gasoline volume per station (gallons per month) (b) 202 215 209

 

(a) Includes company operated, Wilco-Hess, dealer and branded retailer.
(b) Company operated only.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

MARKETING AND REFINING SUPPLEMENTAL FINANCIAL AND OPERATING DATA (UNAUDITED)

 
Nine Months
2009   2008

Financial Information (in millions of dollars)

 

Marketing and Refining Results

Income before income taxes $ 135 $ 198
Provision for income taxes   25   73
Results of operations attributable to Hess Corporation $ 110 $ 125
 

Summary of Marketing and Refining Results

Refining $ (47) $ 46
Marketing 123 102
Trading   34   (23)
Results of operations attributable to Hess Corporation $ 110 $ 125
     
 

Operating Data (barrels and gallons in thousands)

 

Refined Product Sales (barrels per day)

Gasoline 234 236
Distillates 129 140
Residuals 67 54
Other   36   40
Total   466   470
 

Refinery Throughput (barrels per day)

HOVENSA - Crude runs 412 458
HOVENSA - Hess 50% share 206 229
Port Reading 64 63
 

Refinery Utilization

  Refinery Capacity
HOVENSA (barrels per day)
Crude 500 82.4% 91.5%
FCC 150 75.2% 73.4%
Coker 58 83.6% 98.8%
Port Reading 70 91.1% 90.3%
 

Retail Marketing

Number of retail stations (a) 1,353 1,357
Convenience store revenue (in millions of dollars) (b) $ 868 $ 793
Average gasoline volume per station (gallons per month) (b) 203 210

 

(a) Includes company operated, Wilco-Hess, dealer and branded retailer.
(b) Company operated only.

CONTACT:
Hess Corporation
Investors:
Jay Wilson, 212-536-8940
or
Media:
Jon Pepper, 212-536-8550

Exhibit 99(2)


2009 Third Quarter Earnings Conference Call


Thank you Jay and welcome to our third quarter conference call. I will make a few brief comments after which John Rielly will review our financial results.

Net income for the third quarter of 2009 was $341 million versus $775 million a year ago.  Our results were negatively impacted by sharply lower crude oil and natural gas selling prices and lower marketing and refining margins which more than offset the positive impact of higher crude oil production volumes.  

For the third quarter of 2009, Exploration and Production earned $397 million.  Crude oil and natural gas production averaged 420 thousand barrels of oil equivalent per day, which was 16 percent above the year ago quarter.  This increase resulted primarily from higher production from the Shenzi Field in the deepwater Gulf of Mexico and the Malaysia-Thailand JDA and the resumption of production from the Gulf of Mexico that was shut-in during last year’s third quarter due to Hurricanes Gustav and Ike.

- 1 -

As a result of strong year-to-date production performance, we have raised our full year 2009 production forecast to a range of 400 to 410 thousand barrels of oil equivalent per day, versus our previous estimate of 390 to 400 thousand barrels of oil equivalent per day.

With regard to exploration, drilling is continuing on Permit WA-390-P in the Northwest Shelf of Australia, where Hess has a 100% interest.  We have now completed 9 wells and expect to drill the remaining 7 wells of the program by mid-2010.

In Libya, the Stena Forth drillship is expected to arrive soon on location in Area 54, where Hess is the operator and has a 100% working interest.  We intend to perform a drill stem test of our 2008 Arous Al Bahar discovery, which encountered 500 feet of gross hydrocarbon column, and also drill a down dip appraisal well to delineate the prospect.

- 2 -

Turning to Marketing and Refining, we reported a profit of $38 million for the third quarter of 2009.  The weak economy continued to have a negative impact on both margins and volumes.

Refining margins at our Hovensa joint venture refinery were significantly lower than the prior year quarter as a result of lower distillate crack spreads and narrower light / heavy crude differentials.

Marketing results were weaker than the year ago quarter, reflecting lower margins and volumes.  Retail marketing gasoline volumes, on a per site basis, were down 6%, while total convenience store revenue was up 12%.  In Energy Marketing, electricity and fuel oil sales were higher, while natural gas sales volumes declined year over year.

- 3 -

The improvement in crude oil prices and increase in our production volumes during 2009 have enabled us to fund most of our capital and exploratory expenditures with internal cash flow.  We remain committed to maintaining our financial strength so that we have the capability to fund the future growth of our reserves and production.

I will now turn the call over to John Rielly.




- 4 -