<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31,1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO_____________
COMMISSION FILE NO. 1-10053
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAMED BELOW:
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICE:
KERR-MCGEE CORPORATION
KERR-MCGEE CENTER
OKLAHOMA CITY, OK 73125
===============================================================================
<PAGE> 2
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator has duly caused this annual report to be signed by
the undersigned, thereunto duly authorized.
Kerr-McGee Corporation Benefits Committee
Plan Administrator
Oryx Energy Company
Capital Accumulation Plan
By: /s/ Julius Hilburn
----------------------------------------
Julius Hilburn, Member
Kerr-McGee Corporation Benefits Committee
Date: June 15, 1999
<PAGE> 3
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<PAGE> 4
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants F-1
Balance Sheet as of December 31, 1998 F-2
Balance Sheet as of December 31, 1997 F-3
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1998 F-4
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1997 F-5
Statement of Income and Changes in Plan Equity for the Year Ended December 31, 1996 F-6
Notes to Financial Statements F-7
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as of December 31, 1998 F-16
Schedule of Reportable Transactions for the year ended December 31, 1998 F-17
Eligibility:
a. Consent of Independent Accountants
</TABLE>
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
the Oryx Energy Company Capital Accumulation Plan:
In our opinion, the accompanying balance sheets and the related statements of
income and changes in plan equity present fairly, in all material respects, the
financial position of the Oryx Energy Company Capital Accumulation Plan at
December 31, 1998 and 1997, and the results of its operations for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules, Item 27a - schedule of
assets held for investment purposes as of December 31, 1998, and Item 27d -
schedule of reportable transactions for the year ended December 31, 1998, are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund information
in the balance sheets and statements of income and changes in plan equity is
presented for purposes of additional analysis rather than to present the balance
sheets and statements of income and changes in plan equity for each fund. The
supplemental schedules and Fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PRICEWATERHOUSECOOPERS LLP
June 7, 1999
F-1
<PAGE> 6
OPYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1998
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Vanguard Vanguard
Vanguard U.S. Vanguard International
Balanced Vanguard Growth Explorer Growth
ASSETS Index Fund Windsor II Portfolio Fund Portfolio
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash $ -- $ -- $ -- $ -- $ --
Accounts receivable -- -- -- -- --
Investments, at fair value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cash
approximates market value) -- -- -- -- --
Registered investment funds
(cost $74,678) 19,663 35,575 22,608 5,191 6,939
Capital preservation fund (cost $47,573) -- -- -- -- --
Oryx Energy Company common stock
fund participant directed (640,058
shares; cost $9,935) -- -- -- -- --
Oryx Energy Company common stock
fund non-participant directed
(278,921 shares; cost $4,205) -- -- -- -- --
Oryx Energy Company leveraged
ESOP common stock fund
(2,379,270 shares; cost $91,200)
(Note 4) -- -- -- -- --
Participant loans -- -- -- -- --
------------ ------------ ------------ ------------ ------------
TOTAL ASSETS $ 19,663 $ 35,575 $ 22,608 $ 5,191 $ 6,939
============ ============ ============ ============ ============
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 263 $ 468 $ 167 $ 160 $ 26
ESOP Note Payable (Note 4) -- -- -- -- --
Plan Equity (Deficit) 19,400 35,107 22,441 5,031 6,913
------------ ------------ ------------ ------------ ------------
TOTAL LIABILITIES AND PLAN EQUITY $ 19,663 $ 35,575 $ 22,608 $ 5,191 $ 6,939
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------
Vanguard
Stable Bond Oryx
Value Index Participant Stock
ASSETS Fund Fund Loans Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash $ -- $ -- $ -- $ --
Accounts receivable 103 -- -- --
Investments, at fair value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cash
approximates market value) -- -- -- 34
Registered investment funds
(cost $74,678) -- 1,224 -- --
Capital preservation fund (cost $47,573) 47,360 -- -- --
Oryx Energy Company common stock
fund participant directed (640,058
shares; cost $9,935) -- -- -- 8,855
Oryx Energy Company common stock
fund non-participant directed
(278,921 shares; cost $4,205) -- -- -- --
Oryx Energy Company leveraged
ESOP common stock fund
(2,379,270 shares; cost $91,200)
(Note 4) -- -- -- --
Participant loans -- -- 5,583 --
------------ ------------ ------------ ------------
TOTAL ASSETS $ 47,463 $ 1,224 $ 5,583 $ 8,889
============ ============ ============ ============
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 1,336 $ 6 $ -- $ 328
ESOP Note Payable (Note 4) -- -- -- --
Plan Equity (Deficit) 46,127 1,218 5,583 8,561
------------ ------------ ------------ ------------
TOTAL LIABILITIES AND PLAN EQUITY $ 47,463 $ 1,224 $ 5,583 $ 8,889
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Directed
---------------------------
Oryx
Stock LESOP
ASSETS Fund Fund Total
------------ ------------ ------------
<S> <C> <C> <C>
Cash $ -- $ -- $ --
Accounts receivable -- -- 103
Investments, at fair value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cash
approximates market value) -- -- 34
Registered investment funds
(cost $74,678) -- -- 91,200
Capital preservation fund (cost $47,573) -- -- 47,360
Oryx Energy Company common stock
fund participant directed (640,058
shares; cost $9,935) -- -- 8,855
Oryx Energy Company common stock
fund non-participant directed
(278,921 shares; cost $4,205) 3,748 -- 3,748
Oryx Energy Company leveraged
ESOP common stock fund
(2,379,270 shares; cost $91,200)
(Note 4) -- 31,979 31,979
Participant loans -- -- 5,583
------------ ------------ ------------
TOTAL ASSETS $ 3,748 $ 31,979 $ 188,862
============ ============ ============
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 80 $ 117 $ 2,951
ESOP Note Payable (Note 4) -- 90,329 90,329
Plan Equity (Deficit) 3,668 (58,467) 95,582
------------ ------------ ------------
TOTAL LIABILITIES AND PLAN EQUITY $ 3,748 $ 31,979 $ 188,862
============ ============ ============
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-2
<PAGE> 7
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
BALANCE SHEET
DECEMBER 31, 1997
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------
Vanguard Vanguard
Vanguard U.S. Vanguard International
Balanced Vanguard Growth Explorer Growth
ASSETS Index Fund Windsor II Portfolio Fund Portfolio
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash $ 1 $ 8 $ 3 $ 1 $ --
Accounts Receivable -- -- -- -- --
Investments, at fair value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) -- -- -- -- --
Registered investment funds
(cost $66,562) 18,275 33,980 14,114 6,484 6,834
Capital preservation fund (cost $49,741) -- -- -- -- --
Oryx Energy Company common stock
fund participant directed (567,399
shares; cost $4,738) -- -- -- -- --
Oryx Energy Company common stock
fund non-participant directed
(320,776 shares; cost $4,792) -- -- -- -- --
Oryx Energy Company leveraged
ESOP common stock fund
(2,436,853 shares; cost $93,529)
(Note 4) -- -- -- -- --
Participant loans -- -- -- -- --
------------ ------------ ------------ ------------ ------------
TOTAL ASSETS $ 18,276 $ 33,988 $ 14,117 $ 6,485 $ 6,834
============ ============ ============ ============ ============
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 32 $ 39 $ 6 $ 4 $ 17
ESOP Note Payable (Note 4) -- -- -- -- --
Plan Equity (Deficit) 18,244 33,949 14,111 6,481 6,817
------------ ------------ ------------ ------------ ------------
TOTAL LIABILITIES AND PLAN EQUITY $ 18,276 $ 33,988 $ 14,117 $ 6,485 $ 6,834
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------
Stable Oryx
Value Participant Stock
ASSETS Fund Loans Fund
------------ ------------ ------------
<S> <C> <C> <C>
Cash $ 9 $ -- $ 11
Accounts Receivable 7 -- 18
Investments, at fair value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) -- -- 162
Registered investment funds
(cost $66,562) -- -- --
Capital preservation fund (cost $49,741) 49,741 -- --
Oryx Energy Company common stock
fund participant directed (567,399
shares; cost $4,738) -- -- 14,458
Oryx Energy Company common stock
fund non-participant directed
(320,776 shares; cost $4,792) -- -- --
Oryx Energy Company leveraged
ESOP common stock fund
(2,436,853 shares; cost $93,529)
(Note 4) -- -- --
Participant loans -- 5,167 --
------------ ------------ ------------
TOTAL ASSETS $ 49,757 $ 5,167 $ 14,649
============ ============ ============
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ 291 $ -- $ 178
ESOP Note Payable (Note 4) -- -- --
Plan Equity (Deficit) 49,466 5,167 14,471
------------ ------------ ------------
TOTAL LIABILITIES AND PLAN EQUITY $ 49,757 $ 5,167 $ 14,649
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Directed
---------------------------
Oryx
Stock LESOP
ASSETS Fund Fund Total
------------ ------------ ------------
<S> <C> <C> <C>
Cash $ -- $ -- $ 33
Accounts Receivable -- -- 25
Investments, at fair value
(Notes 1 and 2):
Participation in:
Short-term investment fund (cost
approximates market value) -- -- 162
Registered investment funds
(cost $66,562) -- -- 79,687
Capital preservation fund (cost $49,741) -- -- 49,741
Oryx Energy Company common stock
fund participant directed (567,399
shares; cost $4,738) -- -- 14,458
Oryx Energy Company common stock
fund non-participant directed
(320,776 shares; cost $4,792) 8,180 -- 8,180
Oryx Energy Company leveraged
ESOP common stock fund
(2,436,853 shares; cost $93,529)
(Note 4) -- 62,144 62,144
Participant loans -- -- 5,167
------------ ------------ ------------
TOTAL ASSETS $ 8,180 $ 62,144 $ 219,597
============ ============ ============
LIABILITIES AND PLAN EQUITY
Withdrawals and Other Benefits Payable $ -- $ 4 $ 571
ESOP Note Payable (Note 4) -- 95,960 95,960
Plan Equity (Deficit) 8,180 (33,820) 123,066
------------ ------------ ------------
TOTAL LIABILITIES AND PLAN EQUITY $ 8,180 $ 62,144 $ 219,597
============ ============ ============
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-3
<PAGE> 8
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------------
Vanguard Vanguard
Vanguard U.S. Vanguard International Stable
Balanced Vanguard Growth Explorer Growth Value
ASSETS Index Fund Windsor II Portfolio Fund Portfolio Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 575 $ 1,410 $ 888 $ 377 $ 369 $ 2,494
Employer contributions -- -- -- -- -- --
Interfund transfers (501) (1,889) 2,695 (993) (929) 645
Dividend income 633 1,158 371 18 76 13
Interest income -- -- -- -- -- 3,079
Realized gain (loss) on
investments (Note 5) 1,298 5,246 2,981 9 727 --
Unrealized appreciation
(depreciation) of
investments (Note 5) 1,181 (1,122) 2,639 161 538 (213)
Withdrawals and other
benefit payments (2,015) (3,616) (1,229) (1,014) (674) (9,221)
Administrative expense
(Note 2) (15) (29) (15) (8) (11) (136)
Interest expense -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Net Additions (Deductions) 1,156 1,158 8,330 (1,450) 96 (3,339)
Plan Equity (Deficit),
January 1, 1998 18,244 33,949 14,111 6,481 6,817 49,466
------------ ------------ ------------ ------------ ------------ ------------
Plan Equity (Deficit),
December 31, 1998 $ 19,400 $ 35,107 $ 22,441 $ 5,031 $ 6,913 $ 46,127
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Participant Directed Directed
-------------------------------------------- ----------------------------
Vanguard Oryx Oryx
Bond Index Participant Stock Stock LESOP
ASSETS Fund Loans Fund Fund Fund Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 27 $ 21 $ 323 $ -- $ -- $ 6,484
Employer contributions -- -- -- -- 13,634 13,634
Interfund transfers 1,307 28 602 (481) (484) --
Dividend income 38 -- 30 -- -- 2,337
Interest income -- 482 -- -- -- 3,561
Realized gain (loss) on
investments (Note 5) 13 -- 1,134 327 (1,135) 10,600
Unrealized appreciation
(depreciation) of
investments (Note 5) 2 -- (7,156) (3,845) (27,856) (35,671)
Withdrawals and other
benefit payments (168) (115) (818) (513) (803) (20,186)
Administrative expense
(Note 2) (1) -- (25) -- -- (240)
Interest expense -- -- -- -- (8,003) (8,003)
------------ ------------ ------------ ------------ ------------ ------------
Net Additions (Deductions) 1,218 416 (5,910) (4,512) (24,647) (27,484)
Plan Equity (Deficit),
January 1, 1998 -- 5,167 14,471 8,180 (33,820) 123,066
------------ ------------ ------------ ------------ ------------ ------------
Plan Equity (Deficit),
December 31, 1998 $ 1,218 $ 5,583 $ 8,561 $ 3,668 $ (58,467) $ 95,582
============ ============ ============ ============ ============ ============
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-4
<PAGE> 9
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------------------
Vanguard
Vanguard Vanguard Vanguard International Oryx
Balanced Vanguard U.S. Growth Explorer Growth Stable Participant Stock
Index Fund Windsor II Portfolio Fund Portfolio Value Fund Loans Fund
---------- ---------- ----------- --------- ------------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 572 $ 1,309 $ 821 $ 374 $ 410 $ 1,223 $ -- $ 190
Employer contributions -- -- -- -- -- -- -- --
Interfund transfers 1,755 2,167 402 237 209 (1,917) (176) (1,684)
Dividend income 629 705 129 27 85 -- -- --
Interest income -- -- -- -- -- 3,008 291 --
Other receipts
(disbursements) -- -- -- -- -- (1) (393) (34)
Realized gain (loss) on
investments (Note 5) 627 4,127 1,683 1,000 1,115 -- -- (1,712)
Unrealized appreciation of
investments (Note 5) 1,861 3,101 938 (301) (845) -- -- (816)
Withdrawals and other
benefit payments (446) (830) (259) (194) (169) (5,927) -- (510)
Administrative expense
(Note 2) (2) (5) (3) (1) (2) (51) -- (21)
Interest expense -- -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Net Additions (Deductions) 4,996 10,574 3,711 1,142 803 (3,665) (278) (1,163)
Plan Equity (Deficit),
January 1, 1997 13,248 23,375 10,400 5,339 6,014 53,131 5,445 15,634
--------- --------- --------- --------- --------- --------- --------- ---------
Plan Equity (Deficit),
December 31, 1997 $ 18,244 $ 33,949 $ 14,111 $ 6,481 $ 6,817 $ 49,466 $ 5,167 $ 14,471
========= ========= ========= ========= ========= ========= ========= =========
<CAPTION>
Non-Participant Directed
------------------------
Oryx
Stock LESOP
Fund Fund Total
--------- --------- ---------
<S> <C> <C> <C>
Additions (Deductions):
Employee contributions $ -- $ -- $ 4,899
Employer contributions -- 11,455 11,455
Interfund transfers (450) (543) --
Dividend income -- -- 1,575
Interest income 13 -- 3,312
Other receipts
(disbursements) -- -- (428)
Realized gain (loss) on
investments (Note 5) 300 (385) 10,179
Unrealized appreciation of
investments (Note 5) (66) 2,207 6,079
Withdrawals and other
benefit payments (141) (147) (8,623)
Administrative expense
(Note 2) -- -- (85)
Interest expense -- (8,323) (8,323)
--------- --------- ---------
Net Additions (Deductions) (344) 4,264 20,040
Plan Equity (Deficit),
January 1, 1997 8,524 (38,084) 103,026
--------- --------- ---------
Plan Equity (Deficit),
December 31, 1997 $ 8,180 $ (33,820) $ 123,066
========= ========= =========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-5
<PAGE> 10
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31,1996
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------------------
Vanguard
Vanguard Vanguard Vanguard International Oryx
Balanced Vanguard U.S. Growth Explorer Growth Stable Participant Stock
Index Fund Windsor II Portfolio Fund Portfolio Value Fund Loans Fund
---------- ---------- ----------- --------- ------------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions (Deductions):
Employee contributions $ 483 $ 1,025 $ 487 $ 374 $ 391 $ 1,274 $ -- $ 157
Employer contributions -- -- -- -- -- -- -- --
Interfund transfers (465) 2,009 2,552 166 386 (2,111) (317) (1,512)
Dividend income 589 1,654 755 300 259 -- -- 13
Interest income -- -- -- -- -- 3,526 360 --
Other receipts
(disbursements) -- -- -- -- -- 6 (4) --
Realized gain (loss) on
investments (Note 5) 750 1,332 744 337 329 -- -- (2,474)
Unrealized appreciation of
investments (Note 5) 392 1,480 312 31 238 -- -- 10,230
Withdrawals and other
benefit payments (1,507) (1,930) (402) (752) (805) (5,965) -- (750)
Administrative expense
(Note 2) (2) (4) (2) (1) (1) (51) -- (21)
--------- --------- --------- --------- --------- --------- --------- ---------
Net Additions (Deductions) 240 5,566 4,446 455 797 (3,321) 39 5,643
Plan Equity (Deficit),
January 1, 1996 13,008 17,809 5,954 4,884 5,217 56,452 5,406 9,991
--------- --------- --------- --------- --------- --------- --------- ---------
Plan Equity (Deficit),
December 31, 1996 $ 13,248 $ 23,375 $ 10,400 $ 5,339 $ 6,014 $ 53,131 $ 5,445 $ 15,634
========= ========= ========= ========= ========= ========= ========= =========
<CAPTION>
Non-Participant Directed
-------------------------
Oryx
Stock LESOP
Fund Fund Total
--------- --------- ---------
<S> <C> <C> <C>
Additions (Deductions):
Employee contributions $ -- $ -- $ 4,191
Employer contributions 2,550 -- 2,550
Interfund transfers (246) (462) --
Dividend income -- -- 3,570
Interest income -- -- 3,886
Other receipts
(disbursements) -- -- 2
Realized gain (loss) on
investments (Note 5) 248 (985) 281
Unrealized appreciation of
investments (Note 5) 3,291 29,155 45,129
Withdrawals and other
benefit payments (171) (262) (12,544)
Administrative expense
(Note 2) -- -- (82)
--------- --------- ---------
Net Additions (Deductions) 5,672 27,446 46,983
Plan Equity (Deficit),
January 1, 1996 2,852 (65,530) 56,043
--------- --------- ---------
Plan Equity (Deficit),
December 31, 1996 $ 8,524 $ (38,084) $ 103,026
========= ========= =========
</TABLE>
(The accompanying notes are an integral part of these financial statements)
F-6
<PAGE> 11
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION:
The Oryx Energy Company Capital Accumulation Plan (Plan) is a combined
stock bonus and employee stock ownership plan (ESOP) sponsored by Oryx
Energy Company (Oryx Energy or Company) which became effective on
November 1, 1988. The Plan provides an individual account for each
participant. Amounts disbursed to participants or conversions between
funds are based solely upon amounts contributed to each participant's
account adjusted to reflect any withdrawals and distributions,
investment earnings attributable to such fund balances and appreciation
or depreciation of the market value of the fund.
This summary of information about the Plan is qualified in its entirety
by reference to the provisions of the Plan, as amended.
Employee Contributions
In general, an employee may instruct the employer to contribute to the
Plan up to five percent, in whole percentages, of base pay (Earnings)
on either a pre-tax basis or post-tax basis. Earnings exclude such
payments as bonuses, overtime and premium payments. An employee may
also elect to make additional contributions of up to 10 percent of
Earnings. The additional contributions may be on either a pre-tax
basis, post-tax basis or any combination thereof. An employee who
cannot make pre-tax contributions of five percent of Earnings due to
certain limitations imposed by the Internal Revenue Code of 1986, as
amended (Code), as described in Note 3, can nonetheless make post-tax
contributions up to the limits imposed by the Plan, subject to the
additional Code limitations described in Note 3.
Employer Contributions
The first five percent of employee contributions are matched by the
Company at 110 percent up to the first $50,000 of employee Earnings and
at 100 percent thereafter (Employer Contributions). Effective March
1999, six percent of employee contributions are matched by the Company
at 100 percent of employee Earnings. From time to time, the Company
also contributes additional amounts when necessary to meet the loan
repayment requirements on the ESOP Notes described in Note 4.
Vesting Rights
Participants are immediately 100 percent vested in their account
balances derived from Company contributions, employee contributions and
any amounts rolled-over to the Plan from another eligible retirement
plan.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
F-7
<PAGE> 12
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Participant Investment Programs
Employee contributions and certain employer contributions are invested by the
trustee as directed by participants. Participants make investment elections to
have their contributions invested in increments of one percent in any
combination of the eight funds listed below. In addition, participants may
convert past investments into any of the eight funds by making fund transfers.
These fund conversions may be made in one percent increments. A portion of each
fund is maintained in short-term investments for administration of the fund.
Effective October 1, 1997, The Bank of New York replaced Vanguard Fiduciary
Trust Company (Vanguard) as the trustee for investment activity.
Participants have the option of investing their contributions in any of the
following funds:
Vanguard Balanced Index Fund: Employs two investment strategies--balancing and
indexing--in seeking to provide both current income and the potential for
capital growth. The fund attempts to replicate, with respect to 60 percent of
its net assets, the performance of the Wilshire 5000 Index, a broad-based
barometer of the U.S. stock market. With respect to the remaining 40 percent of
its net assets, the fund attempts to replicate the performance of the Lehman
Brothers Aggregate Bond Index, a recognized benchmark of the U.S. bond market.
Vanguard Windsor II: Pursues a growth and income strategy that emphasizes stocks
with price-earnings ratios lower than the market and dividend yields higher than
the market. The fund's advisors employ both fundamental and quantitative
analysis to identify stocks for purchase.
Vanguard U.S. Growth Portfolio: Invests in stocks of seasoned companies based in
the U.S. The portfolio emphasizes growth companies with strong market positions,
reasonable financial strength and relatively low sensitivity to changing
economic conditions.
Vanguard Explorer Fund: Invests in the stock of small or unseasoned
companies--generally with a market value between $75 million and $200
million--that are deemed to offer favorable prospects for growth.
Vanguard International Growth Portfolio: Invests in non-U.S. equity securities
selected for long-term capital appreciation potential. The portfolio tends to be
widely diversified geographically, with assets invested in as many as 30 foreign
stock markets.
Stable Value Fund: Seeks to provide relatively stable returns, current income
and preservation of principal by investing in high credit-quality instruments.
The fund holds investment contracts issued by insurance companies (GICs),
investment contracts backed by U.S. Government obligations and high
credit-quality corporate bonds (including mutual funds that invest in such
obligations).
F-8
<PAGE> 13
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
As of December 31, 1998 the Stable Value Fund was comprised of the
following:
<TABLE>
<CAPTION>
Effective Annual Effective Annual Percent of
Interest Rate (Net Interest Rate (Net Investment
of Expenses)at of Expenses)at Fund Value at Last
December 31, December 31, December 31, Maturity
Company 1997 1998 1998 Date
------- ------------------ ------------------ ------------- --------
<S> <C> <C> <C> <C>
Insurance/Bank Contracts
--------------------------------
John Hancock 6.05 % 6.05 % 5.41% 6/30/00
Morgan Guarantee Trust Company 5.91 % 5.91 % 25.85% 12/08/99
Deutsche Bank 6.40 % 6.40 % 6.10% 6/30/00
Rabobank 5.87 % 5.87 % 12.28% 3/31/99
--------
49.65%
Other
---------------------------------
Vanguard Retirement Savings Trust 5.93 % 5.93 % 50.35% -
--------
100.00%
========
</TABLE>
Vanguard Bond Index Fund - Total Bond Market Portfolio: (Available to
participants as of April 1, 1998). Seeks a high level of interest
income by investing in a sample of bonds from the Lehman Brothers
Aggregate Bond Index, an index of U.S. Treasury, federal agency,
mortgage-backed, and high-quality corporate securities.
Oryx Stock Fund: Invests in Oryx Energy Company common stock, par value
$1 per share (Oryx Common Stock). Cash contributions directed for
investment in this fund are used by The Bank of New York, as trustee,
to purchase Oryx Common Stock on securities exchanges and from Oryx
Energy, individual stockholders, the trustee of the Oryx Energy Company
Retirement Plan or any other bona fide offeror of such Oryx Common
Stock, at the lowest price obtainable at the time.
Investment of Employer Contributions
Employer Contributions may be made in the form of shares of Company
stock. Employer Contributions made in the form of Company stock are
included in the Non-Participant Directed Oryx Stock Fund. During 1996,
all Employer Contributions were made in the form of Company stock.
During 1997, the Company resumed Employer Contributions in cash (see
Note 4).
All Employer Contributions made in cash (Cash Contributions) are
invested in the LESOP Fund, a fund primarily invested in Oryx Common
Stock and held in trust by State Street Bank and Trust Company. Cash
Contributions are made in such amounts as are necessary to fund
quarterly loan payments on the ESOP Notes (no amounts due in 1996, see
Note 4). These Cash Contributions, along with any dividends paid on the
shares acquired with the loan proceeds, are used by the Plan to repay
the principal and interest on the original $110 million ESOP loan. As
loan payments are made, shares held in the unallocated account are
released and allocated (or credited) to individual employee accounts.
The number of shares released after each loan payment is based on the
ratio of the current loan payment to the sum of all future loan
payments. The shares released are allocated proportionally to
individual employee accounts based on the amount of each employee's
Employer Contribution relative to total Employer Contributions.
Participants also receive an allocation of shares representing any
dividends due on shares held in their accounts. For financial reporting
purposes, unallocated shares and shares allocated to the participants
are included in the LESOP fund as non-participant directed (see Note
4).
F-9
<PAGE> 14
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Investment of Fund Earnings
Generally, earnings from dividends and interest on each of the funds
are retained by the trustee and reinvested in the same fund.
Participants may elect to receive any dividends on certain Oryx Common
Stock held in the Oryx Stock Fund from Employer Contributions made
prior to August 1, 1989.
Participant Loans
Participants may obtain loans from their account balances in any of the
Vanguard Funds and/or the Participant Directed Oryx Stock Fund of the
Plan. Participant loans are administered in accordance with the
provisions of Code Section 72(p) and Department of Labor (DOL)
Regulation Section 2550.408b-1. The loan amount may be up to 50 percent
of a participant's available balance, subject to a maximum of $50,000.
The loan bears interest based on the prime rate in effect on the first
day of the month in which the loan is applied for plus one percent.
Personal loans may have a term of up to five years and residential
loans up to 15 years. Both the principal and interest portions of loan
repayments are reinvested in the participant's accounts in accordance
with his current investment elections. Defaults on loan repayments are
treated as distributions.
Investment Program Participants
There were 1,296, 1,356 and 1,414 participants at December 31, 1998,
1997 and 1996, respectively, who participated in one or more of the
funds. Participant accounts in each of the funds at December 31 were as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
------ ----- -----
<S> <C> <C> <C>
Balanced Index Fund 676 690 652
Windsor II 859 882 831
U.S. Growth Portfolio 683 659 586
Explorer Fund 438 497 487
International Growth Portfolio 490 549 573
Stable Value Fund 845 934 995
Bond Index Fund 53 - -
LESOP Fund 868 881 839
Oryx Stock Fund 1,024 1,109 1,167
</TABLE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Plan utilizes the accrual basis of accounting and has a fiscal year
end of December 31.
Investments
The valuation of the Plan's investments in all funds is based on the
market value of the assets held in the funds. The Plan's relative
interest in the investment funds underlying the Vanguard Funds is
determined on a unit-method basis. The valuation of the Vanguard Funds
is based on the closing market price of the assets which comprise the
funds on the last business day of the plan year. Investments in the
Stable Value Fund are carried at contract value (which equals original
cost plus accrued interest less any distributions). The valuation of
common stock in the Oryx Stock Fund and the LESOP Fund is based on the
closing market price as reported on the New York Stock Exchange on the
last business day of the plan year. Purchases and sales of securities
are reflected on the trade-date basis. Dividend income is recognized on
the ex-dividend date.
F-10
<PAGE> 15
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Gains and losses on disposition of investments are determined using
historical average cost. The DOL requires realized and unrealized gains
and losses to be determined using the investment value at the beginning
of the plan year (referred to as the "current value method") rather
than the historical cost basis. Accordingly, the realized gain on
investments and unrealized appreciation (depreciation) of investments
as reported on the Form 5500 Annual Return/Report of Employee Benefit
Plan of $5,500,348 and $(30,571,368), respectively, are different than
those reported on the Statements of Income and Changes in Plan Equity,
of $10,600,092 and $(35,671,112), respectively.
Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures About
Fair Value of Financial Instruments," requires disclosures about fair
value for all financial instruments in the Plan. All instruments, other
than the investment contracts in the Stable Value Fund, are reported at
fair value and require no additional disclosure. The fair values of
investment contracts in the Stable Value Fund as of December 31, 1998
and 1997 are approximately $46,139,137 and $49,722,669, respectively.
Fair values were determined using a discounted cash flow analysis
assuming market rates for similar contracts. However, the fair value
disclosed is not that which would be realized due to restrictions on
early redemption or sale of the contracts. The value of the ESOP note
cannot be estimated because it is a special purpose loan made on
non-standard terms which would have no value if transferred or
exchanged. Participant loans are carried at original loan amounts less
principal reductions. Such loan amounts approximate fair value.
Administrative Expenses
All expenses related to the purchase and sale of securities are paid
out of the respective assets of such funds. All administrative expenses
related to the LESOP Fund are paid by the Company. All other expenses
(other than those paid by the Company) incurred in administering the
Plan are generally charged, on a pro rata basis, to each of the
respective funds.
Statement Presentation
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Benefits Payable
Benefits payable to terminated employees of the Company who have
elected to withdraw from the Plan have been accrued in accordance with
SEC regulations.
Risks and Uncertainties
The Plan provides for various investment options in combinations of
GICs and mutual funds. Investments of this nature are exposed to
various risks, such as interest rate, market and credit risks. Due to
the level of risk associated with these types of securities, it is at
least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits.
F-11
<PAGE> 16
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. CERTAIN FEDERAL TAX MATTERS:
Tax Status of the Plan
The Internal Revenue Service (IRS) issued the most recent favorable
determination letter on May 28, 1994 stating that the Plan constitutes
a qualified plan under Sections 401(a), 401(k) and 501(a) of the Code
and that the Plan qualifies as an ESOP under Section 4975(e)(7). As
such, the assets and investment gains of the Plan are exempt from
Federal income tax under Section 501(a) of the Code. The Company is
entitled to a current deduction on its consolidated Federal income tax
return for its contributions to the Plan on behalf of employees. A
request for the issuance of a new determination letter was submitted to
the IRS on March 29, 1999 (Note 6).
Limits on Employee Contributions
The IRS imposed limitation on employee pre-tax contributions is $10,000
for 1998 and is subject to upward adjustment for any increases in the
cost of living as determined under IRS regulations. The pre-tax
contributions, the combined post-tax contributions and Employer
Contributions allocated to participants who come within the
classification of Highly Compensated Employees (HCEs) as defined in the
Code may not exceed certain technical limits under Sections 401(k) and
401(m) of the Code. Generally, the allowable percentage of such
contributions for the HCEs is dependent upon the percentage of
contributions made by all other employees. These limitations may have
the effect of reducing the level of contributions initially selected by
HCEs. Total Company and employee contributions may also be limited by
Section 415 of the Code.
Tax Effects Upon Participants
The Federal income tax consequences analysis which follows includes
relevant provisions of the Tax Reform Act of 1986. Under existing
income tax law, qualification of the Plan has the following Federal
income tax consequences, in general:
(a) A participant will not be subject to tax on Employer
Contributions, pre-tax contributions or additional employer
contributions contributed to the Plan for his benefit, or
earnings thereon, until such time as such amounts are
distributed to him. Pre-tax contributions are subject to
Social Security tax and are included as earnings to determine
the participant's Social Security benefit. Pre-tax
contributions are also used to determine the participant's
benefit under any qualified retirement plans sponsored by the
Company.
(b) Lump sum distributions of Employer Contributions, pre-tax
contributions, including earnings thereon, and earnings on
post-tax contributions (exclusive of any net unrealized
appreciation described below) consisting of cash or Oryx
common stock, upon a participant's retirement, death,
termination of employment or the occurrence of one of several
other qualifying events will be subject to income tax and
possibly the additional 10 percent Federal tax described in
paragraph (c). Certain large distributions may be partially
subject to an additional Federal tax. Distributions may be
eligible for ten-year or five-year forward averaging and/or
limited capital gains treatment on pre-1974 contributions,
which could significantly reduce the tax on the distributions.
Unless otherwise elected, net realized appreciation on Oryx
common stock distributed as part of a lump sum distribution
will not be taxed upon distribution, but will be taxable when
the recipient subsequently disposes of the Oryx common stock.
A lump sum distribution or a portion thereof, excluding
post-tax contributions, may be rolled over into an eligible
retirement plan (including individual retirement plans),
thereby deferring taxation on the portion rolled over until
distribution
F-12
<PAGE> 17
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
from the eligible retirement plan. At such time, the
distribution will be taxed at ordinary income tax rates if it
is from an individual retirement plan, or possibly, in
accordance with the special tax provisions discussed above if
it is from an eligible retirement plan other than an
individual retirement plan.
If any portion of a payment to a participant is an eligible
rollover distribution, the Plan is required by law to withhold
20 percent of that amount and remit it to the IRS as income
tax withholding. The mandatory 20 percent withholding may be
avoided if the eligible rollover distribution is paid directly
from the Plan to an individual retirement plan or another
eligible retirement plan.
(c) In-service Plan asset (cash or Oryx common stock) withdrawals
of pre-1987 post-tax contributions are not subject to income
tax. Withdrawals of post-1986 post-tax contributions will be
deemed to be withdrawals of both post-1986 post-tax
contributions and earnings thereon with the latter subject to
income tax. Such in-service withdrawals of employer
contributions, including earnings thereon and earnings on
post-tax contributions, will also be subject to income tax
when withdrawn. Taxable amounts will be taxed at ordinary
income tax rates. In addition, with limited exceptions,
taxable withdrawals will be subject to an additional 10
percent Federal tax if received before age 59-1/2, death,
early retirement before age 55 or disability. Certain large
distributions may be partially subject to an additional
Federal tax. Unless the participant elects otherwise, net
unrealized appreciation will be subsequently taxed as
described in paragraph (b).
Oryx Stock Fund dividend distributions paid to participants,
if any, in accordance with Code Section 404(k) are subject to
income tax at ordinary income tax rates but are not subject to
the additional 10 percent Federal tax. Pre-tax contributions,
or earnings thereon, cannot be withdrawn until retirement,
death, termination of employment or the occurrence of one of
several other qualifying events.
(d) If a distribution consists of an annuity, the annuity
generally will not be taxable at the time of distribution, but
amounts received under such annuity will be taxed at ordinary
income tax rates when received to the extent such amounts are
not deemed to be a return of the participant's own post-tax
contributions. If one of the exceptions described in paragraph
(c) does not apply and generally if the payments are not
substantially equal, the taxable amounts would also be subject
to the additional 10 percent Federal tax. If the annuity forms
part of a lump sum distribution, it will affect the tax
payable on the distribution.
4. ESOP NOTES:
On August 1, 1989, the Company borrowed $110 million by privately
placing ESOP Notes. The interest rates on the ESOP Notes range from
8.35 percent to 8.70 percent. The Company made an inside loan to the
Plan equal to the proceeds from the issuance of the ESOP Notes for the
purpose of acquiring Oryx common stock. The terms of the inside loan
were substantially similar to the terms of the ESOP notes of the
Company. In December 1989, the Plan completed the purchase of 2,864,805
shares at an average price of $38.40. This Oryx common stock is held by
the Plan (LESOP Fund) in an unallocated suspense account. Employer
Contributions have been made to the Plan, in cash, to fund quarterly
loan repayments on the inside loan. Shares are released from the
suspense account as the loan is repaid and are allocated to eligible
participants in a non-participant directed account. No participant
contributions will be required or permitted in paying off the loan.
During 1994, Standard & Poor's downgraded the Company's debt rating.
Subsequently, the holders of the ESOP Notes exercised their rights to
require the Company to repay the notes in full at par (plus a make
whole premium).
F-13
<PAGE> 18
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
At December 31, 1998 and 1997, there were 1,831,127 and 1,999,241
shares of Oryx common stock with a market value of $24,605,769 and
$50,980,646, respectively, held in the unallocated suspense account.
There were also 548,143 and 437,612 shares of Oryx common stock with a
market value of $7,373,824 and $11,163,385, respectively, held in the
allocated non-participant directed account. LESOP Fund interest and any
dividend income are used for debt service. Interest expense incurred by
the Plan on debt with the Company was $8,002,920 and $8,323,006 in 1998
and 1997 and nil in 1996. In accordance with a resolution of the
Company's Compensation Committee of the Board of Directors, principal
and interest payments on the inside note were suspended for 1996.
Accordingly, the Plan did not accrue interest expense related to the
ESOP note during such periods.
In March 1996, the Company received a private letter ruling from the
IRS regarding certain items related to the Plan. In response to the IRS
suggestions contained in the private letter ruling, the Compensation
Committee determined that the Company would resume making Employer
Contributions in cash in 1997. Those contributions are used by the Plan
to fund loan repayments on the inside note on a monthly basis.
Maturities on the note during future years are as follows:
<TABLE>
<S> <C>
Year ending December 31:
1999 $ 3,814
2000 4,301
2001 4,790
2002 5,318
2003 5,904
Later years 66,202
--------
$ 90,329
========
</TABLE>
5. SUPPLEMENTAL FUND INFORMATION:
Realized Gain (Loss) on Investments
The realized gain (loss) on investments for each of the three years in
the period ended December 31, 1998, were as follows:
<TABLE>
<CAPTION>
1998 1997
---------------------------------- ----------------------------------
Average Net Realized Average Net Realized
Fund Proceeds Cost Gain (Loss) Proceeds Cost Gain (Loss)
-------------------------- --------- --------- ----------- -------- --------- -----------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
Balanced Index Fund $ 5,083 $ 3,785 $ 1,298 $ 2,727 $ 2,100 $ 627
Windsor II 14,859 9,613 5,246 9,557 5,430 4,127
U.S. Growth Portfolio 11,745 8,764 2,981 7,699 6,016 1,683
Explorer Fund 3,711 3,702 9 4,221 3,221 1,000
International Growth
Portfolio 70,451 69,724 727 15,528 14,413 1,115
Bond Index Fund 2,097 2,084 13 - - -
LESOP Fund 1,165 2,300 1,135 692 1,077 (385)
Oryx Stock Fund 11,128 9,667 1,461 11,380 9,368 2,012
---------- ----------
Total realized gain $ 10,600 $ 10,179
========== ==========
</TABLE>
F-14
<PAGE> 19
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
1996
--------------------------------------
Average Net Realized
Fund Proceeds Cost Gain (Loss)
------------------------- ----------- ----------- -----------
(Thousands of Dollars)
<S> <C> <C> <C>
Balanced Index Fund $ 4,810 $ 4,059 $ 751
Windsor II 7,288 5,956 1,332
U.S. Growth Portfolio 3,949 3,205 744
Explorer Fund 3,517 3,180 337
International Growth Portfolio 2,967 2,638 329
LESOP Fund 723 1,708 (985)
Oryx Stock Fund 16,873 19,100 (2,227)
----------
Total realized gain $ 281
==========
</TABLE>
Unrealized Appreciation (Depreciation) of Investments
The changes in unrealized appreciation (depreciation) of investments
for each of the three years in the period ended December 31, 1998 were
as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------------- ---------------- -----------------
(Thousands of Dollars)
<S> <C> <C> <C>
Beginning of Year $ (8,778) $ (14,857) $ (59,986)
Unrealized Appreciation (Depreciation) for Year (35,671) 6,079 45,129
------------- -------------- ---------------
End of Year End of year $ (44,449) $ (8,778) $ (14,857)
============= ============== ===============
</TABLE>
6. SUBSEQUENT EVENTS:
Effective February 26, 1999, the Company merged with Kerr-McGee
Corporation (Kerr-McGee), and is headquartered in Oklahoma City,
Oklahoma. Kerr-McGee intends to merge the Plan with its existing
defined contribution and employee stock ownership plans to be effective
August 2, 1999. A request for the issuance of a new tax determination
letter, covering the status of the merged plan, was submitted on March
29, 1999.
F-15
<PAGE> 20
ORYX ENERGY COMPANY (EIN 23-1743284)
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN (PN 002)
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
(b) Description of Investment
(a) Identity of Issuer, Borrower, Including Maturity Date, Rate of Interest, (d) Current
Lessor, or Similar Party Collateral, Par or Maturity Value (c) Cost Value
--------------------------------- ----------------------------------------- ------------ ------------
<S> <C> <C> <C>
Vanguard Balanced Index Fund Registered Investment Company $ 14,481,881 $ 19,662,767
Vanguard Windsor II Registered Investment Company 29,642,221 35,574,677
Vanguard U.S. Growth Portfolio Registered Investment Company 17,751,951 22,607,438
Vanguard Explorer Fund Registered Investment Company 4,990,813 5,191,279
Vanguard International Growth Registered Investment Company 6,588,413 6,938,705
Vanguard Bond Index Fund Registered Investment Company 1,221,943 1,223,611
Oryx Stock Fund, Non-Participant Oryx Energy Company, Common 4,205,007 3,748,002
Directed Stock, Par Value $1
Oryx Stock Fund, Participant Oryx Energy Company, Common 9,935,215 8,855,280
Directed Stock, Par Value $1
LESOP Fund Oryx Energy Company, Common 91,200,255 31,979,593
Stock, Par Value $1
Collective Short-Term Registered Investment Company 34,291 34,291
Investment Fund
Stable Value Fund:
Morgan Guaranty Trust Company Benefit Responsive Contract #95-05, 12,298,046 12,298,046
5.91% interest, matures at 12/08/99
Rabobank Basic Contract #ORX019601 5,840,148 5,840,148
5.87% interest, matures 3/31/99
Deutsche Bank Basic Contract , Oryx 1 2,903,979 2,690,886
6.33% interest, matures 6/30/00
John Hancock Group Annuity Contract #8720, 2,575,551 2,575,551
6.40% interest, matures 6/30/00
Vanguard Vanguard Retirement Savings 23,955,404 23,955,404
5.93% interest
Participant loans:
Participant loans Participant loans secured by vested
accrued benefits; 7% - 10%; various
maturity dates - 5,582,688
------------- -------------
$ 227,625,118 $ 188,758,366
============= =============
</TABLE>
F-16
<PAGE> 21
ORYX ENERGY COMPANY (EIN 23-1743284)
ORYX ENERGY COMPANY CAPITAL ACCUMULATION PLAN (PN 002)
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Disposed Acquired
---------------------------------------------------------- -------------------------
Number Number of
Security Description of Sales Cost Proceeds Gain or (Loss) Purchases Cost
------------------------- --------- -------------- -------------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
Vanguard U.S. Growth 104 $ 8,763,852 $ 11,745,330 2,981,478 139 $ 14,454,106
Vanguard Windsor II 130 9,613,210 14,859,361 5,246,151 113 11,894,090
Vanguard International
Growth 139 69,724,347 70,450,959 726,612 101 69,282,527
Vanguard Retirement
Savings 120 82,580,209 82,580,209 - 144 90,890,207
Vanguard Balanced Index 128 3,784,987 5,082,889 1,297,902 105 3,760,166
Oryx Energy Stock Fund D 177 27,222,716 27,222,716 - 296 27,645,271
</TABLE>
F-17
<PAGE> 22
EXHIBIT a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
the Oryx Energy Company Capital Accumulation Plan on Form S-8 (Registration No.
33-24918) of our report dated June 7, 1999 included in this Form 11-K, on our
audits of the financial statements of the Oryx Energy Company Capital
Accumulation Plan as of December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
June 15, 1999
