KERR MCGEE CORP
11-K, 1999-06-30
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549



                                    FORM 11-K


                                  ANNUAL REPORT



        Pursuant to Section 15(d) of the Securities Exchange Act of 1934

                      For the Year Ended December 31, 1998

                          Commission File Number 1-3939




                 Kerr-McGee Corporation Savings Investment Plan

                            (full title of the Plan)



                             Kerr-McGee Corporation
                                Kerr-McGee Center
                          Oklahoma City, Oklahoma 73102





             (Name of the issuer of the securities held pursuant to
             the Plan and address of its principal executive office)



<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Kerr-McGee Corporation Benefits Committee:


         We have audited the accompanying  Statement of Net Assets Available for
Benefits of the KERR-McGEE  CORPORATION SAVINGS INVESTMENT PLAN (the Plan) as of
December 31, 1998 and 1997,  and the related  Statement of Changes in Net Assets
Available  for Benefits for the year ended  December 31, 1998.  These  financial
statements  and the schedules  referred to below are the  responsibility  of the
Plan's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and schedules based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards. Those standards require that we plan and perform the audits 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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all material  respects,  the net assets available for benefits as of
December  31,  1998 and 1997,  and the changes in the net assets  available  for
benefits for the year ended  December 31, 1998,  in  conformity  with  generally
accepted accounting principles.

         Our audits were  performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental Schedule of Assets
Held for  Investment  Purposes as of December  31,  1998,  and the  supplemental
Schedule of Reportable  Transactions  for the year ended  December 31, 1998, are
presented for purposes 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
Statement of Net Assets  Available  for Benefits and Statement of Changes in Net
Assets  Available for Benefits is presented for purposes of additional  analysis
rather than to present the net assets  available for benefits and the changes in
net assets available for benefits of each fund. The  supplemental  schedules and
fund information have been subjected to the auditing  procedures  applied in the
audits 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.




                                                      (ARTHUR ANDERSEN LLP)
                                                       ARTHUR ANDERSEN LLP


Oklahoma City, Oklahoma,
June 16, 1999

<PAGE>

<TABLE>

                                          KERR-MCGEE CORPORATION SAVINGS INVESTMENT PLAN

                                          STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                                        December 31, 1998
                                                     (Thousands of dollars)

<CAPTION>

                                                                                                    Putnam  Putnam
                                                                  Putnam   Putnam           Putnam  Bal-    Conser-
                                Kerr-           Putnam            Growth   Interna- Putnam  Growth  anced   vative
                                McGee   Putnam  Stable   Putnam      &     tional    S&P    Port-   Port-   Port-
                                Stock   Income  Value    Vista    Income   Growth    500    folio   folio   folio   Loan
                                Fund     Fund    Fund     Fund     Fund     Fund     Fund   Fund    Fund    Fund    Account  Total
                               -------  ------  -------  ------   -------  -------- ------  ------  ------  ------- -------  ------

<S>                            <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>     <C>     <C>
ASSETS:
 Investments, at fair value:
  Kerr-McGee Corporation
   Common Stock                $38,580  $       $        $        $        $        $       $       $       $       $       $ 38,580
  Putnam Income Fund                     1,789                                                                                 1,789
  Putnam Stable Value Fund                       17,486                                                                       17,486
  Putnam Vista Fund                                       26,209                                                              26,209
  Putnam Growth and
   Income Fund                                                     31,255                                                     31,255
  Putnam International
   Growth Fund                                                              4,942                                              4,942
  Putnam S&P 500 Index
   Fund                                                                              8,693                                     8,693
  Putnam Asset Allocation
   Growth Fund                                                                               1,844                             1,844
  Putnam Asset Allocation
   Balanced Fund                                                                                     4,052                     4,052
  Putnam Asset Allocation
   Conservative Fund                                                                                         885                 885
  Loans to participants                                                                                              6,332     6,332
  Short-term investments           162                                                                                           162
                               -------  ------  -------  -------  -------  ------   ------  ------  ------  ----    ------  --------

      Total Investments         38,742   1,789   17,486   26,209   31,255   4,942    8,693   1,844   4,052   885     6,332   142,229

  Dividends receivable             460                                                                                           460
  Receivable from
   investments sale                 35                                                                                            35
  Other assets                      17                                                                                            17
                               -------  ------  -------  -------  -------  ------   ------  ------  ------  ----    ------  --------

       Total Assets             39,254   1,789   17,486   26,209   31,255   4,942    8,693   1,844   4,052   885     6,332   142,741
                               -------  ------  -------  -------  -------  ------   ------  ------  ------  ----    ------  --------


LIABILITIES:
 Purchases pending
  settlement                       158                                                                                           158
                               -------  ------  -------  -------  -------  ------   ------  ------  ------  ----    ------  --------

NET ASSETS AVAILABLE
 FOR BENEFITS                  $39,096  $1,789  $17,486  $26,209  $31,255  $4,942   $8,693  $1,844  $4,052  $885    $6,332  $142,583
                               =======  ======  =======  =======  =======  ======   ======  ======  ======  ====    ======  ========


                                 The accompanying  notes are an integral part of this statement.

</TABLE>

<PAGE>

<TABLE>
                                          KERR-MCGEE CORPORATION SAVINGS INVESTMENT PLAN

                                          STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                                        December 31, 1997
                                                     (Thousands of dollars)

<CAPTION>

                                                                                                    Putnam  Putnam
                                                                  Putnam   Putnam           Putnam  Bal-    Conser-
                                Kerr-           Putnam            Growth   Interna- Putnam  Growth  anced   vative
                                McGee   Putnam  Stable   Putnam      &     tional    S&P    Port-   Port-   Port-
                                Stock   Income  Value    Vista    Income   Growth    500    folio   folio   folio   Loan
                                Fund     Fund    Fund     Fund     Fund     Fund     Fund   Fund    Fund    Fund    Account  Total
                               -------  ------  -------  -------  -------  -------- ------  ------  ------  ------- -------  ------

<S>                            <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>     <C>     <C>
ASSETS:
 Investments, at fair value:
  Kerr-McGee Corporation
   Common Stock                $62,894  $       $        $        $        $        $       $       $       $       $       $ 62,894
  Putnam Income Fund                     1,928                                                                                 1,928
  Putnam Stable Value Fund                       26,758                                                                       26,758
  Putnam Vista Fund                                       29,698                                                              29,698
  Putnam Growth and
   Income Fund                                                     40,193                                                     40,193
  Putnam International
   Growth Fund                                                              5,262                                              5,262
  Putnam S&P 500 Index
   Fund                                                                              4,484                                     4,484
  Putnam Asset Allocation
   Growth Fund                                                                               1,697                             1,697
  Putnam Asset Allocation
   Balanced Fund                                                                                     5,122                     5,122
  Putnam Asset Allocation
   Conservative Fund                                                                                         420                 420
  Loans to participants                                                                                             10,654    10,654
  Short-term investments            17                                                                                            17
                               -------  ------  -------  -------  -------  ------   ------  ------  ------  ----    ------  --------

      Total Investments         62,911   1,928   26,758   29,698   40,193   5,262    4,484   1,697   5,122   420    10,654   189,127

  Dividends receivable             449                                                                                           449
  Receivable from
   investments sale                 30                                                                                            30
  Other assets                       6                                                                                             6
                               -------  ------  -------  -------  -------  ------   ------  ------  ------  ----    ------  --------

       Total Assets             63,396   1,928   26,758   29,698   40,193   5,262    4,484   1,697   5,122   420    10,654   189,612
                               -------  ------  -------  -------  -------  ------   ------  ------  ------  ----    ------  --------


LIABILITIES:
 Purchases pending
  settlement                        19                                                                                            19
                               -------  ------  -------  -------  -------  ------   ------  ------  ------  ----    ------  --------

NET ASSETS AVAILABLE
 FOR BENEFITS                  $63,377  $1,928  $26,758  $29,698  $40,193  $5,262   $4,484  $1,697  $5,122  $420    $10,654 $189,593
                               =======  ======  =======  =======  =======  ======   ======  ======  ======  ====    ======= ========


                                 The accompanying notes are an integral part of this statement.

</TABLE>

<PAGE>

<TABLE>
                                          KERR-MCGEE CORPORATION SAVINGS INVESTMENT PLAN

                                    STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                                               For the Year Ended December 31, 1998
                                                      (Thousands of dollars)

<CAPTION>


                         Nonparti-
                           pant-
                         Directed                                   Participant-Directed
                         -------- -------------------------------------------------------------------------------------------------

                                                                                                             Putnam
                                                                                                     Putnam  Con-
                                                                     Putnam  Putnam          Putnam  Bal-    serva-
                          Kerr-    Kerr-            Putnam           Growth  Interna-        Growth  anced   tive
                          McGee    McGee   Putnam   Stable   Putnam     &    tional  Putnam  Port-   Port-   Port-
                          Stock    Stock   Income   Value    Vista   Income  Growth  S&P 500 folio   folio   folio Loan
                          Fund     Fund     Fund    Fund     Fund      Fund  Fund     Fund   Fund    Fund    Fund  Account   Total
                         -------  -------  ------  -------  ------- -------  ------- ------  ------  ------  ----- ------- --------
<S>                      <C>      <C>      <C>     <C>      <C>     <C>      <C>     <C>     <C>     <C>     <C>   <C>     <C>
Investment income (loss):
 Dividends               $   460  $ 1,363  $  142  $ 1,356  $ 1,922 $ 3,005  $  148  $    -  $   49  $  145  $ 40  $     - $  8,630
 Interest                      -      125      12       43       69      93      37      81      43      40     6        -      549
 Net appreciation
 (depreciation) of
   investments            (6,298) (18,642)    (69)      (2)   2,483   1,598     659   1,653     110     290     3        -  (18,215)
                         -------  -------  ------  -------  ------- -------  ------  ------  ------  ------  ----  ------- --------
  Total investment
   income (loss)          (5,838) (17,154)     85    1,397    4,474   4,696     844   1,734     202     475    49        -   (9,036)

 Employee contributions        -    2,599     305      784    1,968   2,532     965   2,208     922     898   208        -   13,389

 Distributions to
  terminating and
   withdrawing
    participants          (7,487)  (4,600)   (922)  (8,979)  (8,013)(11,088) (1,582) (2,764)   (904) (1,578) (483)  (2,963) (51,363)
 Loans to participants,
  net of repayments            -      (52)     17     (208)      70     212     231     579     216     257    37   (1,359)       -
 Transfers (to) from
  other funds                  -    8,251     376   (2,266)  (1,988) (5,290)   (778)  2,452    (289) (1,122)  654        -        -
                         -------  -------  ------  -------  ------- -------  ------  ------  ------  ------  ----  ------- --------

 Increase (decrease)
  in net assets          (13,325) (10,956)   (139)  (9,272)  (3,489) (8,938)   (320)  4,209     147  (1,070)  465   (4,322) (47,010)

 Net assets available
  for benefits:
   Beginning of year      23,224   40,153   1,928   26,758   29,698  40,193   5,262   4,484   1,697   5,122   420   10,654  189,593
                         -------  -------  ------  -------  ------- -------  ------  ------  ------  ------  ----  ------- --------

   End of year           $ 9,899  $29,197  $1,789  $17,486  $26,209 $31,255  $4,942  $8,693  $1,844  $4,052  $885  $ 6,332 $142,583
                         =======  =======  ======  =======  ======= =======  ======  ======  ======  ======  ====  ======= ========


                                 The accompanying  notes are an integral part of this statement.

</TABLE>

<PAGE>



                 KERR-McGEE CORPORATION SAVINGS INVESTMENT PLAN


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1998 AND 1997


(1)      DESCRIPTION OF THE PLAN

         General -

         The  Kerr-McGee  Corporation  Savings  Investment  Plan (the Plan) is a
         defined  contribution  plan in which  eligible  employees of Kerr-McGee
         Corporation and its affiliated companies  (collectively  referred to as
         the  Company)  may  participate.  The  Plan and the  trust  established
         thereunder  (the Trust) were executed on September 26, 1975, and became
         fully effective on January 1, 1976.

         The  Plan  allows   participants  to  defer  taxable  earnings  through
         contributions  to the Plan as provided for under Section  401(k) of the
         Internal  Revenue  Code (the Code),  and to borrow from their  accounts
         within the Plan.

         The  Plan  is  administered  by  the  Kerr-McGee  Corporation  Benefits
         Committee (the Committee), which is appointed by the Board of Directors
         of the Company. Accounting and administration for the Plan are provided
         by the Company at no cost to the Plan. In addition, all expenses of the
         Trust are borne by the Company.  During 1998,  the Company paid $46,000
         of administrative and trust expenses

         The Company intends to continue the Plan indefinitely, but reserves the
         right to alter, amend, modify, revoke or terminate the Plan at any time
         upon the direction of the Company's Board of Directors.  If the Plan is
         terminated  for  any  reason,   the  Committee  will  direct  that  the
         participants' account balances be distributed as soon as practical. The
         Company  has no  continuing  liability  under the Plan  after the final
         disposition of the assets of the Plan.

         Effective January 1, 1990, all employer matching contributions are made
         to the Employee Stock  Ownership Plan (ESOP),  which was established in
         September 1989. All matching  contributions  are invested in Kerr-McGee
         Corporation common stock. The ESOP is not part of the Plan;  therefore,
         the employer contributions to the ESOP and the ESOP assets and earnings
         are not included in the Plan's accompanying  financial statements.  The
         maximum Company matching  contribution is 6% of salary, and the maximum
         employee  contribution  is 15% of  salary.  Employees  are  allowed  to
         participate in the Plan from their initial date of employment.  Company
         contributions  vest on the  basis  of 20% for  each  completed  year of
         vesting service.  Vesting service is completed years of Company service
         reduced in certain limited situations.

         Prior to January 1, 1990,  employer  matching  contributions  were made
         into the Plan and invested in Kerr-McGee  Corporation common stock. The
         1998   activity   related   to   these   contributions   is   shown  as
         nonparticipant-directed   in  the   Kerr-McGee   Stock   Fund   in  the
         accompanying Statement of Changes in Net Assets Available for Benefits.

         The  participants'  contributions  to the Plan and earnings thereon are
         fully vested at all times.  For both years ended  December 31, 1998 and
         1997, the participants' share of the Company contributions and earnings
         thereon were fully vested. Each participant's  account is credited with
         the  participant's  contributions  and an allocation of Plan  earnings.
         Allocations are based on the rate of return of participant  earnings on
         elected investment options.  With the exception of the Kerr-McGee Stock
         Fund, participants designate how their balances are invested in any one
         or more of several investment options.

         On  termination  of service due to death,  disability,  or  retirement,
         a  participant  or  participant's beneficiary  may elect to receive  an
         amount equal to the value of the participant's account. The normal form
         of  such  distribution is a single lump sum payment;  however,  certain
         eligible  members  may  elect  to  have an  annuity  purchased  from an
         insurance  company   in  lieu  of  a  lump  sum  payment.   Terminating
         participants  with more than $5,000 in the Plan may defer  distribution
         until age 70 1/2.  Investments  relating  to these participants  remain
         in the Trust until  the  terminated  participant requests distribution.
         Participants  who defer distribution continue to share in earnings and
         losses of the Plan.

         The  following is a description  of the  investment  options  available
         under the Plan at December 31, 1998 :

                  Kerr-McGee Stock Fund - common stock of the Company.

                  Income Fund - debt  securities  including both  government and
                  corporate  obligations,  preferred  stocks and dividend paying
                  common stock.

                  Stable Value Fund - primarily  investments in contracts issued
                  by   insurance   companies,   banks  and   similar   financial
                  institutions.

                  Vista Fund - shares of stock in companies believed to have the
                  potential for above-average growth.

                  Growth and Income Fund - primarily  stocks of mature companies
                  that offer long-term growth while providing income.

                  International  Fund - primarily  stocks and bonds of companies
                  and governments outside of the United States.

                  S&P 500 Fund - mirrors  the  performance  and  composition  of
                  Standard & Poor's 500 Composite  Index through  investments in
                  common stocks.

                  Growth Portfolio - asset  allocation for capital  appreciation
                  typically  consisting of 80% domestic and international stocks
                  and 20% bonds and money market investments.

                  Balanced   Portfolio  -  asset  allocation  for  total  return
                  typically  consisting of 65% domestic and international stocks
                  and 35% bonds and money market investments.

                  Conservative   Portfolio  -  asset   allocation   for  capital
                  preservation   typically   consisting   of  35%  domestic  and
                  international   stocks   and  65%  bonds   and  money   market
                  investments.

         The  Kerr-McGee  Stock  Fund  is  the  only  fund  consisting  of  both
         participant-directed  contributions and nonparticipant-directed company
         matching contributions as follows:

                                       Participant-      Company       Total
         (Dollars in thousands)          Directed       Matching        Fund
                                       ------------    ----------    ----------

         1998
         ----
         Market Value                  $ 29,197        $  9,899      $   39,096
         Shares                         753,924         254,700       1,008,624

         1997
         ----
         Market Value                  $ 42,564        $ 20,330      $   62,894
         Shares                         672,273         321,110         993,383

         The  Putnam  Stable  Value  Fund  investment  option  is  a  collective
         investment  trust that invests in various  investment  contracts.  This
         investment  option  is  fully  benefit-responsive  and  is,  therefore,
         recorded at contract value in the accompanying Statements of Net Assets
         Available for Benefits. Contract value represents the principal balance
         of the fund,  plus accrued  interest at the stated  contract rate, less
         payments  received  and  contract  charges  by the  fund  manager.  The
         crediting interest rate is based on the average rates of the underlying
         investment  contracts.  The  average  yield of this  fund for the  year
         ended  December  31, 1998  was  5.8%.  The  crediting  interest rate at
         December 31, 1998, the Putnam Stable Value Fund's fiscal year-end,  was
         6.1%.  The  fair  value  of  the  fund  approximates  contract value at
         December 31, 1998.

         SMART and CAPITAL Savings Programs -

         All  participants  participate  in the Plan under the SMART and CAPITAL
         Savings  Programs.  Participants  may  direct  their  savings,  up to a
         maximum of 15% of salary,  to be invested in 1% increments among one or
         more of the funds  provided for under the Plan. An unlimited  number of
         transfers are allowed between funds.

         Contributions  to the SMART  Savings  Program are from a  participant's
         salary,  before income  taxes.  The  participant's  income taxes on the
         pre-tax   contributions   are  deferred  until  the  contributions  are
         distributed after termination,  at the time of hardship withdrawal,  or
         under  minimum  distribution  rules  at age 70 1/2.  The  annual  SMART
         Savings   Program   contribution   limitation   is  subject  to  annual
         adjustments  for inflation and was $10,000 for 1998 in accordance  with
         the  Code.  Participant  contributions  in excess  of this  amount  are
         considered to be contributions to the CAPITAL Savings Program.

         Contributions  to the CAPITAL  Savings Program are from a participant's
         salary,  after income taxes.  If a participant has authorized less than
         15% of their salary to be  contributed  to the SMART  Savings  Program,
         they may  contribute the remaining  whole  percentages up to 15% to the
         CAPITAL Savings Program.  Participant  contributions may be invested in
         the same proportions and the same funds as outlined above for the SMART
         Savings Program. The maximum  contributions allowed to each program may
         be limited for highly compensated employees, depending upon the balance
         of contributions at all levels.

         Participants  may borrow from the Plan against their  contributions  to
         the SMART  and  CAPITAL  Savings  Programs  and  against  their  vested
         interest  in  Company  matching  contributions,  held  in the  SIP.  By
         administrative  rule  established  by  the  Committee,   new  loans  to
         participants  bear  interest  at a fixed  rate  equal  to the  national
         average  interest  rate  for  five-year  certificates  of  deposit  (as
         published  in The Wall Street  Journal),  plus 1.5%.  Such  interest is
         credited to the  participant's  accounts in the Plan when  repaid.  The
         average interest rate for new loans, which is adjusted  quarterly,  was
         6.7% for 1998. The minimum loan amount,  determined periodically by the
         Committee,  is currently  $1,000.  The maximum amount of all loans to a
         participant  under the Plan and any other plans of any employer may not
         exceed the  lesser of (a)  $50,000,  reduced by an amount  equal to the
         difference between (i) the participant's highest loan balance under the
         Plan during the  one-year  period  ending on the day before the date on
         which such loan is made and (ii) the  outstanding  loan  balance of the
         participant  under the Plan on the date on which  such loan was made or
         (b) one-half the current value of the participant's  vested interest in
         their accounts. Loans must be repaid within five years from the initial
         date  of the  loan,  with  certain  special  provisions  available  for
         military   reservists  called  to  active  duty.  In  the  event  of  a
         participant's  termination of employment and subsequent  default on the
         loan, any  outstanding  balance will be considered a  distribution  and
         will be taxable to the participant as prescribed by the Code.

(2)      SIGNIFICANT ACCOUNTING POLICIES

         Basis of Accounting - The financial statements of the Plan are prepared
         under the accrual method of accounting.

         Use  of  Estimates  -  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 net assets  available  for  benefits  and  changes  therein.
         Actual  results  could  differ  from  those   estimates  as  additional
         information becomes known.

         Investment  Valuation and Income  Recognition - The Plan's  investments
         are stated at fair value except for its  investment  contract  which is
         valued at contract  value  (Note 1).  Shares of  registered  investment
         companies are valued at quoted  market  prices which  represent the net
         asset value of shares held by the Plan at year-end.  The Company  stock
         is valued at its quoted market price.  Loans to participants are valued
         at  cost  which  approximates  fair  value.   Purchases  and  sales  of
         securities  are  recorded on a  trade-date  basis.  Interest  income is
         recorded on the accrual basis.

         Payment of Benefits -  Distributions  to  terminating  and  withdrawing
         participants are recorded when paid.

(3)      TAX STATUS

         The Plan is a qualified plan under  provisions of Section 401(a) of the
         Code and is exempt  from  Federal  income  taxes  under  provisions  of
         Section 501(a) of the Code.  The Plan has been amended since  receiving
         the latest  determination  letter,  dated April 29, 1996. However,  the
         Company is of the opinion that the Plan is currently designed and being
         operated in compliance  with the applicable  requirements  of the Code.
         Therefore,  the Company believes the Plan is qualified and continues to
         be tax-exempt.

         Prior Company  contributions  and employee  contributions  to the SMART
         Savings  Program  are not taxed  until the  receipt  of a  distribution
         pursuant to the terms of the Plan.  Taxes on any income earned  thereon
         are also deferred until the receipt of a distribution.

(4)      LOANS TO PARTICIPANTS

         Loan activity during 1998 and 1997 is set forth below:

         (Thousands of dollars)                         1998            1997
                                                      ---------       --------

         Balance at beginning of year                 $  10,654        $10,090

              New loans                                   3,628          5,807

              Principal repayments                       (4,987)        (4,734)

              Loans included as distributions
                  to terminated participants             (2,963)          (509)
                                                      ---------       --------

         Balance at end of year                       $   6,332        $10,654
                                                      =========        =======

         Interest  income  applicable  to these loans  during 1998 was  $549,000
         which  is  reported  as  interest  income  in  the  funds  to which the
         participants are currently contributing.

(5)      CONTRIBUTIONS

         Contributions to the Plan during 1998 totaled  $13,389,000.  This total
         amount  represents  contributions  made by  employees  to the SMART and
         CAPITAL Savings Programs.

         The Company's  matching  contributions  to the ESOP during 1998 totaled
         $8,535,000.  Common stock of the Company held by the ESOP and allocated
         to participant's  accounts totaled 1,182,879 shares with a market value
         of $45,245,000 at December 31, 1998.

(6)      SUBSEQUENT EVENTS

         In February 1999,  the Company merged with Oryx Energy Company  (Oryx).
         The total  effect of the  merger on the Plan and its net  assets is not
         currently known. Oryx had a defined contribution plan, the Oryx Capital
         Accumulation  Plan (Oryx CAP),  which contained a 401(k)  benefit.  The
         401(k)  benefit of the Oryx CAP will be merged  into the Plan on August
         2, 1999.


         In May 1999,  three new investment  options were added to the plan. The
         Vanguard  U.S.  Growth  Fund,  Vanguard  Windsor  II Fund and  Vanguard
         Balanced Index Fund.  Additionally,  all Company  contributions  to the
         ESOP beginning January 1999 are 100% vested in participants' accounts.


<PAGE>

<TABLE>


                                            KERR-McGEE CORPORATION SAVINGS INVESTMENT PLAN
                                      LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                              (Employer Identification Number 73-0311467)
                                                           (Plan Number 007)
                                                           DECEMBER 31, 1998
                                                        (Thousands of dollars)
<CAPTION>


                    (b)                                        (c)                                                       (e)
           Identity of issue, borrower,       Description of investment including maturity date,            (d)         Current
   (a)*    lessor or similar party            rate of interest, collateral, par or maturity value          Cost          Value
   ----    ----------------------------    ---------------------------------------------------------     ---------      -------

     <S>   <C>                             <C>                                                             <C>          <C>
     *     Kerr-McGee Corporation          Common Stock - 1,008,624 shares                                 $47,742      $38,580
     *     Putnam Investments              Putnam Income Fund - 258,566 shares                               1,816        1,789
     *     Putnam Investments              Putnam Stable Value Fund - 17,486,519 shares                     17,486       17,486
     *     Putnam Investments              Putnam Vista Fund - 2,005,295 shares                             23,335       26,209
     *     Putnam Investments              Putnam Growth & Income Fund - 1,525,384 shares                   30,667       31,255
     *     Putnam Investments              Putnam Asset Allocation Balanced Fund - 337,409 shares            3,892        4,052
     *     Putnam Investments              Putnam International Growth Fund - 256,990 shares                 4,527        4,942
     *     Putnam Investments              Putnam S&P 500 Index Fund - 300,491 shares                        7,268        8,693
     *     Putnam Investments              Putnam Asset Allocation Growth Fund - 135,284 shares              1,759        1,844
     *     Putnam Investments              Putnam Asset Allocation Conservative Fund - 85,227 shares           878          885
     *     Various Participants            Participant loans - interest rates from 5.9% to 8.0%,
                                             maturity dates from January 1999 to September 2004              6,332        6,332
     *     Putnam Investments              Collective Short-term Investment Fund                               162          162



 *Party-in-interest
</TABLE>




<PAGE>

<TABLE>



                                            KERR-McGEE CORPORATION SAVINGS INVESTMENT PLAN
                                            LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
                                              (Employer Identification Number 73-0311467)
                                                           (Plan Number 007)
                                                 FOR THE YEAR ENDED DECEMBER 31, 1998
                                                        (Thousands of dollars)

<CAPTION>


                                                                                             (f)                 (h)
                                                                                           Expense             Current
                                                                                          incurred              value
                                                                (c)       (d)      (e)      with      (g)    of asset on      (i)
          (a)                             (b)                Purchase   Selling   Lease    trans-   Cost of  transaction   Net gain
Identity of party involved      Description of asset           price     price    rental   action    asset       date      or loss
- --------------------------      --------------------         --------   --------  ------  --------  -------  -----------   --------

<S>                            <C>                           <C>        <C>       <C>     <C>       <C>      <C>           <C>
Kerr-McGee Corporation         Common Stock                   $22,481    $     -     -        -     $22,481     $22,481         -

Putnam Investments             Putnam Stable Value Fund        10,080          -     -        -      10,080      10,080         -

Putnam Investments             S&P 500 Fund                     9,482          -     -        -       9,482       9,482         -

Putnam Investments             Putnam Growth & Income Fund      8,836          -     -        -       8,836       8,836         -

Putnam Investments             Putnam Vista Fund                7,276          -     -        -       7,276       7,276         -

Kerr-McGee Corporation         Common Stock                         -     21,857     -        -      20,794      21,857     1,063

Putnam Investments             Putnam Vista Fund                    -     13,251     -        -      12,599      13,251       652

Putnam Investments             Putnam Growth & Income Fund          -     19,373     -        -      19,509      19,373      (136)

Putnam Investments             Putnam Stable Value Fund             -     19,349     -        -      19,349      19,349         -

Putnam Investments             S&P 500 Fund                         -      6,926     -        -       6,528       6,926       398


</TABLE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the Kerr-McGee Corporation Benefits Committee has duly caused this annual report
to be signed by the undersigned thereunto duly authorized.

                 KERR-McGEE CORPORATION SAVINGS INVESTMENT PLAN





                           By          (JOHN C. LINEHAN)
                                        John C. Linehan
                              Chairman of the Kerr-McGee Corporation
                                       Benefits Committee




Date:  June 30, 1999



                                                                        EXHIBIT

Consent of Independent Public Accountants

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation  of our report  dated June 16,  1999,  included in the  Kerr-McGee
Corporation  Savings  Investment Plan 1997 annual report in this Form 11-K, into
the Company's previously filed Form S-8 File No. 333-28235.





                                            (ARTHUR ANDERSEN LLP)
                                             ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma
    June 30, 1999




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