KERR MCGEE CORP
8-K, 1999-04-30
CRUDE PETROLEUM & NATURAL GAS
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                       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




                                 April 29, 1999
               (Date of Report - Date of earliest event reported)





                             KERR-MCGEE CORPORATION
             (Exact name of registrant as specified in its charter)


    Delaware                         1-3939                 73-0311467     
   (State of                 (Commission File Number)     (IRS Employer
 Incorporation)                                        Identification No.)



          Kerr-McGee Center
       Oklahoma City, Oklahoma                                 73125        
(Address of principal executive offices)                    (Zip Code)



                                 (405) 270-1313
                         (Registrant's telephone number)





Item 5.           Other Events

         On April 29, 1999,  Kerr-McGee  Corporation  issued a press  release to
report the 1999 first quarter earnings. A copy of such press release is attached
as Exhibit 99.1 hereto and incorporated by reference herein.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)      Exhibits

         99.1     Press  Release  dated  April  29, 1999,  reporting  Kerr-McGee
                  Corporation's 1999 first quarter earnings.



                                   SIGNATURES

         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.


                                                KERR-MCGEE CORPORATION


                                          By:   (Deborah A. Kitchens)       
                                                 Deborah A. Kitchens
                                                 Vice President and Controller

Dated: April 30, 1999



                                  EXHIBIT INDEX


Exhibit No.                        Description

     99.1              Press Release dated April 29, 1999, reporting  Kerr-McGee
                       Corporation's 1999 first quarter earnings.






                    Kerr-McGee Reports First-Quarter Earnings

         OKLAHOMA CITY (April 29, 1999) -- Kerr-McGee Corp.  (NYSE: KMG) reports
income from  continuing  operations of $8 million (9 cents per diluted share) in
the 1999 first  quarter,  compared with $16 million (18 cents per diluted share)
in the 1998 first  quarter,  before  recognition of special  charges.  Financial
results  for both  periods  have been  restated  to  reflect  completion  of the
company's  merger  with Oryx Energy  Company on Feb.  26,  1999.  The merger was
accounted for as a pooling of interests.
         Including special charges,  the first-quarter net loss was $111 million
($1.28 per share),  compared with net income of $24 million (27 cents per share)
in the  year-earlier  period.  The 1999  first-quarter  results  include special
after-tax   charges  of  $114   million   ($1.32  per  share)  to  provide   for
merger-related expenses.
         "Severely depressed oil and gas prices experienced during the first two
months of 1999 were  somewhat  mitigated by increased  oil  production  volumes,
price  improvements  in March and  substantially  improved  results for titanium
dioxide  pigment," said Luke R. Corbett,  Kerr-McGee  chief  executive  officer.
"While the recent  improvement in oil and gas prices is  encouraging,  we remain
diligent in our efforts to cut costs.  We are also  confident  in our ability to
achieve the synergies created by the merger with Oryx Energy."
         Operating  profit for the quarter was $54  million,  compared  with $55
million in the 1998 first quarter. 
         Exploration and production operating profit was $25 million,  a decline
of $8 million  from  the  year-earlier quarter. The  decrease resulted primarily
from  oil and  natural gas  price declines  of 22% and 14%, respectively,  and a
decrease  in proprietary gas sales of 3%, compared with the 1998 quarter.  These
price  and gas  volume  declines  were  partially  offset by  lower  exploration
expenses and  higher oil production, primarily in  the North Sea and the Gulf of
Mexico.                                                          
         Chemical  operations  recorded  strong  results  with  an  increase  in
operating  profit  of 32% to $29  million.  The  improvement  was due to  higher
European  sales volumes  associated  with the  acquisition  of Bayer's  European
titanium  dioxide  business in 1998,  lower per-unit  costs,  principally at the
company's Hamilton, Miss., plant, and higher overall average prices.
          Kerr-McGee's  proprietary oil production  averaged 179,900 barrels per
day,  up from  161,400  barrels per day in the 1998 first  quarter.  The average
price of oil sold was $10.89 per barrel, compared with $14.05 a year earlier.
         Proprietary natural gas sales were 570 million cubic feet per day, down
from 585 million  cubic feet per day a year  earlier.  Natural gas sales  prices
averaged  $1.91 per thousand  cubic feet, a 31-cent  decline  compared  with the
prior-year quarter.
         First-quarter  sales were $486  million,  compared with $507 million in
the 1998 first  quarter.  Cash capital  expenditures  in the 1999 first  quarter
were $180 million, compared  with $288 million a year earlier.  The 1998  amount
excludes the European pigment acquisition.
         Kerr-McGee is an Oklahoma  City-based  energy and chemical company with
worldwide operations and assets of $5.5 billion.

         (Forward-looking  statements  in this news  release  depend on  certain
events, risks and uncertainties that may be outside the company's control,  such
as the success of the oil and gas exploration and production program, acceptance
of consumer  products  for which  Kerr-McGee's  chemical  business  supplies raw
materials,  general  economic  conditions  and  other  risks  discussed  in  the
company's  Form 10-K and Form  10-Q,  filed  with the  Securities  and  Exchange
Commission.  Actual results and  developments may differ from those expressed or
implied in this news release.)

CONTACT:          Debbie Schramm
                  (405) 270-2877

99-14

<PAGE>  
<TABLE>

                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                                   (Unaudited)
<CAPTION>

                                                                    Three Months Ended
                                                                          March 31,          % Inc
                                                                  ----------------------
  (Millions of dollars, except per-share amounts)                    1999        1998 (*)     (Dec)
                                                                  ---------    ---------    -------

  <S>                                                             <C>          <C>             <C>
  Consolidated Statement of Income
  Sales                                                           $  485.9     $  506.7         (4)
                                                                  --------     --------
  Costs and Expenses
      Costs and operating expenses                                   225.1        216.8          4
      Selling, general and administrative expenses                    52.7         40.6         30
      Depreciation and depletion                                     131.2        129.7          1
      Exploration, including dry holes and
          amortization of undeveloped leases                          28.8         70.3        (59)
      Taxes, other than income taxes                                  15.3          8.7         76
      Merger costs                                                   155.1            -         NM
      Interest and debt expense                                       44.7         34.8         28
                                                                  --------     --------
              Total Costs and Expenses                               652.9        500.9         30
                                                                  --------     --------
                                                                    (167.0)         5.8         NM
  Other Income                                                        16.4         22.5        (27)
                                                                  --------     --------
  Income (Loss) from Continuing Operations
      before Income Taxes                                           (150.6)        28.3         NM
  Provision (Benefit) for Income Taxes                               (44.1)        12.5         NM
                                                                  --------     --------
  Income (Loss) from Continuing Operations                          (106.5)        15.8         NM
  Income from Discontinued Operations,
      Net of Income Taxes                                                -          8.0         NM
  Cumulative Effect of a Change in Accounting
      Principle, Net of Income Taxes                                  (4.1)           -         NM
                                                                  --------     --------
  Net Income (Loss)                                               $ (110.6)    $   23.8         NM
                                                                  ========     ========

  Earnings (Loss) per Common Share
      Diluted
          Continuing operations excluding special items           $   0.09     $   0.18        (50)
          Continuing operations                                      (1.23)        0.18         NM
          Cumulative effect of a change in accounting principle      (0.05)           -         NM
          Net income                                                 (1.28)        0.27         NM
      Basic
          Continuing operations excluding special items               0.09         0.18        (50)
          Continuing operations                                      (1.23)        0.18         NM
          Cumulative effect of a change in accounting principle      (0.05)           -         NM
          Net income                                              $  (1.28)    $   0.27         NM

  Average Shares Outstanding (thousands)                            86,372       86,843         (1)
  Shares Outstanding at End of Period (thousands)                   86,373       86,903         (1)

  Foreign Currency Gains (Losses)                                 $    8.4     $   (1.5)        NM

  Selected Balance Sheet Information
  Cash                                                               208.5        222.2         (6)
  Current Assets                                                   1,002.8      1,012.0         (1)
  Total Assets                                                     5,513.8      5,586.1         (1)
  Current Liabilities                                                965.2        971.0         (1)
  Short-Term Debt                                                    229.4         47.7         NM
  Long-Term Debt                                                   2,269.5      1,921.6         18
  Stockholders' Equity                                             1,211.1      1,598.2        (24)

  Selected Cash Flow Information
  Cash Provided by Operating Activities                               62.1        186.8        (67)
  Depreciation, Depletion and Amortization                           141.5        143.3         (1)
  Dividends Paid                                                      21.2         21.5         (1)
  Cash Capital Expenditures
      Exploration and production                                     156.0        269.7        (42)
      Chemicals                                                       22.4         12.0         87
                                                                  --------     --------
                                                                     178.4        281.7        (37)
      All other                                                        1.4          5.0        (72)
      Discontinued operations                                            -          1.2         NM
                                                                  --------     --------
              Total                                               $  179.8     $  287.9        (38)
                                                                  ========     ========        
                                                              

(*) Certain prior year amounts have been  reclassified  to conform with
    the current year's presentation.
</TABLE>

<PAGE>

<TABLE>


                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                                   (Unaudited)
<CAPTION>

                                                              Three Months Ended
                                                                   March 31,          % Inc
                                                             -------------------
(Millions of dollars)                                          1999       1998(*)      (Dec)
                                                             --------    -------       -----

<S>                                                          <C>         <C>            <C>
Segment Information
Sales
    Exploration and production                               $ 283.1     $328.4         (14)
    Chemicals                                                  202.7      178.2          14
                                                             --------    -------
                                                               485.8      506.6          (4)
    All other                                                    0.1        0.1           -
                                                             --------    -------
        Total                                                $ 485.9     $506.7          (4)
                                                             ========    =======

Operating Profit
    Exploration and production
       Domestic                                              $  27.6     $ 56.7         (51)
       North Sea                                                24.6       43.4         (43)
       Other International                                       1.6        3.2         (50)
                                                             --------    -------
          Total Production Operations                           53.8      103.3         (48)
       Exploration Expense                                     (29.0)     (70.0)        (59)
       Restructuring Reserve                                       -       (0.5)         NM
                                                             --------    -------
                                                                24.8       32.8         (24)
    Chemicals                                                   28.1       21.9          28
                                                             --------    -------
        Total                                                   52.9       54.7          (3)
Net Interest Expense                                           (42.0)     (31.0)         35
Income from Equity Affiliates                                    2.3        6.5         (65)
Other Expense                                                   (4.0)      (1.9)        111
Merger and Transition Costs                                   (159.8)         -          NM
Taxes on Income                                                 44.1      (12.5)         NM
                                                             --------    -------
Income (Loss) from Continuing Operations                      (106.5)      15.8          NM
Income from Discontinued Operations,
    Net of Income Taxes                                            -        8.0          NM
Cumulative Effect of a Change in Accounting
    Principle, Net of Income Taxes                              (4.1)         -          NM
                                                             --------    -------
Net Income (Loss)                                            $(110.6)    $ 23.8          NM
                                                             ========    =======

Net Operating Profit
    Exploration and production                               $  10.3     $ 18.2         (43)
    Chemicals                                                   17.6       13.1          34
                                                             --------    -------
        Total                                                   27.9       31.3         (11)
Net Interest Expense                                           (24.7)     (19.9)         24
Income from Equity Affiliates                                    1.5        6.5         (77)
Other Income (Expense)                                           2.4       (2.1)         NM
Merger and Transition Costs                                   (113.6)         -          NM
Income from Discontinued Operations,
    Net of Income Taxes                                            -        8.0          NM
Cumulative Effect of a Change in Accounting
    Principle, Net of Income Taxes                              (4.1)         -          NM
                                                             --------    -------
Net Income (Loss)                                            $(110.6)    $ 23.8          NM
                                                             ========    =======

Special Items, Net of Income Taxes
Merger costs                                                 $(110.5)    $    -          NM
Transition costs and other                                      (3.7)         -          NM
                                                             --------    -------
    Total                                                    $(114.2)    $    -          NM
                                                             ========    =======

(*) Certain  prior year  amounts have been  reclassified  to conform
    with the current year's presentation.
</TABLE>
<PAGE>

<TABLE>


                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                                   (Unaudited)
<CAPTION>

                                                                        Three Months Ended
                                                                             March 31,         % Inc
                                                                        -------------------
(Millions of dollars)                                                     1999      1998(*)     (Dec)
                                                                        -------    -------      -----

<S>                                                                    <C>         <C>           <C>
Segment Information Excluding Special Items
Operating Profit
    Exploration and production
       Domestic                                                        $  27.6     $ 56.7        (51)
       North Sea                                                          24.6       43.4        (43)
       Other International                                                 1.6        3.2        (50)
                                                                       --------    -------
          Total Production Operations                                     53.8      103.3        (48)
       Exploration Expense                                               (29.0)     (70.0)       (59)
       Restructuring Reserve                                                 -       (0.5)        NM
                                                                       --------    -------
                                                                          24.8       32.8        (24)
    Chemicals                                                             28.9       21.9         32
                                                                       --------    -------
        Total                                                             53.7       54.7         (2)
Net Interest Expense                                                     (42.0)     (31.0)        35
Income from Equity Affiliates                                              2.3        6.5        (65)
Other Expense                                                             (3.7)      (1.9)        95
Taxes on Income                                                           (2.6)     (12.5)       (79)
                                                                       --------    -------
Income from Continuing Operations
    Excluding Special Items                                                7.7       15.8        (51)
Special Items, Net of Income Taxes                                      (114.2)         -         NM
Income from Discontinued Operations,
    Net of Income Taxes                                                      -        8.0         NM
Cumulative Effect of a Change in Accounting
    Principle, Net of Income Taxes                                        (4.1)         -         NM
                                                                       --------    -------
Net Income (Loss)                                                      $(110.6)    $ 23.8         NM
                                                                       ========    =======

Net Operating Profit
    Exploration and production                                         $  10.3     $ 18.2        (43)
    Chemicals                                                             18.1       13.1         38
                                                                       --------    -------
        Total                                                             28.4       31.3         (9)
Net Interest Expense                                                     (24.7)     (19.9)        24
Income from Equity Affiliates                                              1.5        6.5        (77)
Other Income (Expense)                                                     2.5       (2.1)        NM
Special Items, Net of Income Taxes                                      (114.2)         -         NM
Income from Discontinued Operations,
    Net of Income Taxes                                                      -        8.0         NM
Cumulative Effect of a Change in Accounting
    Principle, Net of Income Taxes                                        (4.1)         -         NM
                                                                       --------    -------
Net Income (Loss)                                                      $(110.6)    $ 23.8         NM
                                                                       ========    =======

Selected Exploration and Production Segment Information
Depreciation and depletion                                             $ 114.0     $113.4          1
Dry hole expense                                                           4.8       37.4        (87)
Production (lifting) cost (**)                                            84.5       93.4        (10)

(*) Certain  prior year  amounts have been  reclassified  to conform
    with  the  current  year's  presentation.  (**)  Includes  operating
    expenses, abandonment provision and production taxes.

</TABLE>

<PAGE>

<TABLE>


                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                                   (Unaudited)
<CAPTION>

                                                              Three Months Ended
                                                                    March 31,          % Inc
                                                           ---------------------
                                                               1999       1998(*)       (Dec)
                                                           ---------    --------       ------

<S>                                                          <C>         <C>              <C>
Crude oil & condensate production
  (thousands of bbls/day)
      Domestic
         Offshore                                              50.2        44.9            12
         Onshore                                               19.1        26.1           (27)
      North Sea                                                94.3        72.7            30
      Other International                                      16.3        17.7            (8)
                                                           ---------    --------
         Total proprietary production                         179.9       161.4            11
      Proportionate interest in equity
         affiliate's production                                 6.9         7.3            (5)
                                                           ---------    --------
            Total                                             186.8       168.7            11
                                                           =========    ========

Average price of crude oil sold (per bbl.)
      Domestic
         Offshore                                            $ 9.73      $13.80           (29)
         Onshore                                              11.23       14.29           (21)
      North Sea                                               11.60       13.85           (16)
      Other International                                      8.83       11.41           (23)
      Average                                                $10.89      $14.05           (22)

Natural gas sold (MMCF/day)
      Domestic
         Offshore                                               347         313            11
         Onshore                                                165         223           (26)
      North Sea                                                  58          49            18
                                                           ---------    --------
         Total proprietary sales                                570         585            (3)
      Proportionate interest in equity
         affiliate's sales                                       80          62            29
                                                           ---------    --------
            Total                                               650         647             -
                                                           =========    ========

Average price of natural gas sold (per MCF)
      Domestic
         Offshore                                            $ 1.67      $ 2.15           (22)
         Onshore                                               1.61        2.13           (24)
      North Sea                                                2.52        2.74            (8)
      Average                                                $ 1.91      $ 2.22           (14)

Industrial and specialty chemical sales
  (thousands of metric tons)                                    105          93            13
Heavy minerals sales
  (thousands of metric tons)                                     10          11            (9)
Treated forest product sales
  (millions of board feet)                                       47          53           (11)

(*) Certain prior year amounts have been reclassified to conform
    with the current year's presentation.
</TABLE>



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