UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to ----------- ----------- Commission File No. 1-12905 EEX CORPORATION (Exact name of Registrant as specified in its charter) Texas (State or other jurisdiction of incorporation or organization) 75-2421863 (I.R.S. Employer Identification No.) 2500 CityWest Blvd., Suite 1400, Houston, Texas 77042 (Address of principal executive office) (Zip Code) (713) 243-3100 (Registrant's telephone number, including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares of Common Stock of Registrant outstanding as of August 4, 1998: 127,134,427 PART I. FINANCIAL INFORMATION Item 1. Financial Statements [CAPTION] EEX CORPORATION CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended June 30 June 30 ------------------- --------------- 1998 1997 1998 1997 ------- ------- ------- ------- (In thousands except per share amounts) [S] [C] [C] [C] [C] Revenues Natural gas $ 32,319$ 46,313 $ 77,857 $103,651 Oil and condensate 21,743 24,292 37,852 49,364 Natural gas liquids 724 1,092 1,045 2,791 Cogeneration operations 3,500 2,872 5,964 5,475 Other 275 688 356 783 --------- ------- -------- ------ Total 58,561 75,257 123,074 162,064 --------- ------- -------- ------ Costs and Expenses Production and operating 12,467 12,425 23,554 25,050 Exploration 13,932 20,023 26,255 40,021 Depreciation and amortization 24,032 38,164 55,644 73,749 Loss (gain)on sales of property, plant & equipment (1,761) 4,266 Cogeneration operations 2,785 2,767 4,800 5,158 General, administrative and other 6,092 9,266 12,817 16,654 Taxes, other than income 3,498 4,342 7,391 8,954 --------- ------- ------- -------- Total 61,045 86,987 134,727 169,586 --------- ------- -------- -------- Operating (Loss) (2,484)(11,730) (11,653) (7,522) Other (Expense) - Net (55) (50) (14) (71) Interest Income 271 34 362 86 Interest and Other Financing Costs (4,799) (8,954) (10,024) (16,698) --------- ------- -------- -------- (Loss) Before Income Taxes (7,067)(20,700) (21,329) (24,205) Income Taxes (Benefit) 571 (7,171) 1,572 (8,475) Minority Interest (2,768) (6,532) --------- ------- -------- -------- Net (Loss) $(10,406)$(13,529)$(29,433)$(15,730) ========= ======== ======== ======= Basic and Diluted Net (Loss) Per Share $ (.08) $ (.11) $(.23) $ (.13) ========= ======== ======== ======= Weighted Average Shares Outstanding 126,641 126,641 126,641 126,641 ======== ======== ======== ======== See accompanying Notes. [CAPTION] EEX CORPORATION CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) Six Months Ended June 30 --------------------------- 1998 1997 -------- -------- (In thousands) [S] [C] [C] OPERATING ACTIVITIES Net (loss) $(29,433) $(15,730) Impairment of undeveloped leasehold 27,244 Dry hole cost 10,316 1,534 Depreciation and amortization 55,644 73,761 Deferred income tax (benefit) (10,354) Loss on sales of property, plant and equipment 4,266 Other 302 (1,279) Changes in current operating assets and liabilities Accounts receivable (1,058) 30,588 Other current assets (2,975) 11,218 Accounts payable (51,035) (24,440) Other current liabilities (3,507) 457 --------- --------- Net cash flows from(used in) operating activities (17,480) 92,999 --------- --------- INVESTING ACTIVITIES Additions to property, plant and equipment (96,134) (74,628) Proceeds from disposition of property, plant and equipment 236,481 2,212 Changes in property, plant and equipment accruals 8,542 (10,868) --------- --------- Net cash flows from (used in) investing activities 148,889 (83,284) --------- --------- FINANCING ACTIVITIES Borrowings under bank revolving credit agreement 138,000 40,000 Repayment of borrowings under bank revolving credit agreement (155,000) (65,000) Borrowings under short term financing agreement 101,500 81,400 Repayments under short term financing agreement (106,500) (76,400) Redemption of minority interest in preferred securities of subsidiary (100,000) Change in temporary advances with affiliated companies 15,764 Change in advances under leasing arrangements (697) Payments of capital lease obligations (7,667) (2,551) Issuance of common stock 2 --------- --------- Net cash flows used in financing activities (129,667) (7,482) --------- --------- Net Increase in Cash and Cash Equivalents 1,742 2,233 Cash and Cash Equivalents at Beginning of Period 3,790 1,358 --------- --------- Cash and Cash Equivalents at End of Period $ 5,532 $ 3,591 ========= ========= See accompanying Notes. [CAPTION] EEX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (June 30, 1998 Unaudited) June 30 December 31 1998 1997 ---------- ----------- (In thousands) [S] [C] [C] ASSETS Current Assets Cash and cash equivalents $ 5,532 $ 3,790 Accounts receivable - trade 58,983 57,925 Other 14,520 11,545 ---------- --------- Total current assets 79,035 73,260 ---------- --------- Property, Plant and Equipment (at cost) Oil and gas properties (successful efforts method) 1,226,490 1,882,097 Other 19,958 19,581 ---------- ---------- Total 1,246,448 1,901,678 Less accumulated depreciation and amortization 748,034 1,192,691 ---------- ---------- Net property, plant and equipment 498,414 708,987 ---------- ---------- Deferred Income Tax Benefit 20,238 20,238 ---------- ---------- Other Assets 15,251 5,304 ---------- ---------- Total $ 612,938 $ 807,789 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable - trade $ 66,123 $ 108,616 Short term borrowings 5,000 Current portion of capital lease obligations 10,753 8,418 Other 6,524 10,031 ---------- ---------- Total current liabilities 83,400 132,065 ---------- ---------- Bank Revolving Credit Agreement 8,000 25,000 ---------- ---------- Capital Lease Obligations 223,315 233,317 ---------- ---------- Other Liabilities 52,372 42,744 ---------- ---------- Minority Interest in Preferred Securities of Subsidiary 100,000 ---------- ---------- Common Shareholders' Equity Common stock (400,000 shares authorized; 127,134 and 127,059 shares outstanding) 1,271 1,271 Paid in capital 571,363 570,493 Accumulated deficit (323,205) (293,772) Unamortized restricted stock compensation (3,578) (2,877) Treasury stock (452) ---------- ---------- Common shareholders' equity 245,851 274,663 ---------- ---------- Total $ 612,938 $ 807,789 ========== ========== See accompanying Notes. EEX CORPORATION Notes to Condensed Consolidated Financial Statements 1. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods included herein have been made. Certain items in prior periods have been reclassified to be consistent with the current presentation. 2. Basic net income (loss) per share is based on the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is based on the weighted average number of common shares and all dilutive potential common shares outstanding during the period. 3. In the second quarter of 1998, EEX redeemed at par value, all of the outstanding preferred securities of a subsidiary. 4. EEX has been named a defendant in two lawsuits filed on August 3, 1998, in Federal Court for the Northern and Southern Districts of Texas. According to information in notices of class action published by plaintiff's counsel, the suits are on behalf of certain EEX shareholders and are based upon alleged misrepresentations made prior to August 4, 1997, concerning the value of the Company's assets and reserves. The notices name Enserch Corporation, Texas Utilities Company, Degolyer & MacNaughton and certain present and former officers and directors of EEX as defendants. EEX has not been served in either of the lawsuits. No assessment of the claims can be made at this time. EEX intends to vigorously defend these suits. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Certain statements in this report, including statements of EEX Corporation's ("EEX" or the "Company") and management's expectations, intentions, plans and beliefs, are "forward- looking statements," within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to certain events, risks and uncertainties that may be outside EEX's control. See "Forward Looking Statements- Uncertainties and Risks" below. RESULTS OF OPERATIONS EEX reported a second quarter 1998 net loss of $10 million ($.08 per share), versus a net loss of $14 million ($.11 per share) for the same period in 1997. Second quarter 1998 results included non-recurring amounts for gains on asset sales of $1.8 million and costs associated with the disposition of properties in East Texas included in depreciation and amortization of $1.5 million. Excluding these non-recurring items, second quarter 1998 net loss was $11 million ($.08 per share). For the first six months of 1998, EEX had a net loss of $29 million ($.23 per share), compared to a net loss of $16 million ($.13 per share) in 1997. Excluding non-recurring amounts for losses on asset sales ($4.3 million) and costs associated with the disposition of properties in East Texas included in depreciation and amortization ($6.7 million), net loss for the six months ended June 30, 1998 was $18 million ($.15 per share). In the following comparisons of results of operations, 1998 results have been adjusted to exclude the non-recurring items described above. QUARTERS ENDED JUNE 30, 1998 AND 1997 - Revenues for the second quarter of 1998 were $59 million, a 22% decrease from 1997 primarily due to decreased production resulting from sales of non-core properties. Natural gas revenues decreased $14 million (30%) resulting from lower second quarter 1998 production ($16 million), partially offset by higher second quarter 1998 prices ($1.6 million). The average natural gas sales price per thousand cubic feet ("Mcf") was $2.24 in 1998 compared with $2.13 in 1997. Natural gas production for 1998 was 14.4 billion cubic feet ("Bcf"), down from 21.7 Bcf in 1997. Oil revenues decreased $2.5 million (10%), reflecting a 31% decrease in the average sales price per barrel to $13.07, which was mostly offset by a 30% increase in production primarily due to production from the Mudi field in Indonesia. Crude oil production was 1,663 thousand barrels ("Mbbls") in 1998 compared to 1,282 MBbls in 1997. EEX net production from the Mudi field for the second quarter of 1998 was 722 Mbbls. Costs and expenses from recurring operations were $61 million in 1998, compared to $87 million in 1997, a 29% decrease. Operating expenses (production and operating, general and administrative and taxes other than income) were $22 million in 1998, 15% lower than 1997, resulting from asset sales and the favorable impact from restructuring measures implemented over the last year. Production and operating costs for 1998 included $2.8 million for oil production from the Mudi field. Exploration expenses for 1998 decreased 30% from 1997 due to curtailment of the onshore exploration program, change in focus to offshore and international areas and impact of the offshore exploration joint venture with Enterprise Oil Plc. Exploration expense for the second quarter of 1998 includes $7.6 million for dry holes in both offshore and international drilling activities. Depreciation and amortization was $23 million in 1998, $16 million lower than 1997 due to lower production volumes and the impairment to producing oil and gas properties recognized in 1997. Total interest and other financing costs, including minority interest, were $7.6 million in 1998, a $1.4 million reduction from 1997, due to the reduction in debt with proceeds of asset sales. SIX MONTHS ENDED JUNE 30, 1998 AND 1997 - Revenues for 1998 were $123 million, a 24% decrease from 1997 due to lower production resulting from sales of non-core properties. Natural gas revenues decreased $26 million (25%), resulting from both lower production ($22 million) and sales prices ($3.6 million) The average natural gas sales price per Mcf was $2.35 in 1998 compared with $2.46 in 1997. Natural gas production for 1998 was 33.1 Bcf, down from 42.2 Bcf in 1997. Oil revenues decreased $12 million (23%), reflecting a 27% decrease in the average sales price per barrel to $14.29, which was partially offset by a 9% increase in production primarily from the Mudi field. Crude oil production for 1998 was 2,649 Mbbls compared to 2,429 Mbbls in 1997. Production from the Mudi field was 810 Mbbls. Costs and expenses from recurring operations were $124 million in 1998, compared to $170 million in 1997. Operating expenses (as defined above) were $44 million in 1998, 14% lower than 1997 for the reasons listed above. Production and operating costs for 1998 included $3.7 millon for oil production from the Mudi field. Exploration expenses for 1998 decreased 34% from 1997 due to reasons described above. Exploration expense for 1998 includes $10 million for dry holes. Depreciation and amortization was $49 million in 1998, $25 million lower than 1997 due to lower production volumes and the impairment to producing oil and gas properties recognized in 1997. Total interest and other financing costs, including minority interest, were $17 million, unchanged from 1997. A lower overall debt level in 1998 was offset by the higher dividends and fees associated with the preferred securities of a subsidiary. These preferred securities were redeemed in the second quarter of 1998. HEDGING ACTIVITIES A portion of the risk associated with fluctuations in the price of natural gas and oil is managed through the use of hedging techniques such as oil and gas swaps, collars and futures agreements. EEX fixed the price on second quarter 1998 production volumes of 5.7 Bcf of natural gas (40% of production) at an average price of $2.27 per Mcf and 228 MBbls of oil (14% of production) at an average price of $17.09 per Bbl. For the first six months of 1998, EEX fixed the price on 19 Bcf of natural gas (57% of production) at an average price of $2.47 per Mcf and 964 MBbls of oil (36% of production) at an average price of $19.01 per Bbl. In total oil and gas price hedging activities decreased second quarter 1998 revenues by $.1 million, but increased second quarter 1997 revenues by $2.1 million. For the first six months of 1998 and 1997, oil and gas hedging activities increased revenues by $5.8 million and $1.6 million, respectively. At June 30, 1998, EEX had outstanding swaps, collars and futures agreements that were entered into as hedges extending through December 31, 1999, to exchange payments on 2.2 Bcf of natural gas and 782 MBbls of oil. At June 30, 1998, there were $1.2 million of net unrealized and unrecognized hedging losses based on the difference between the strike price and the New York Mercantile Exchange futures price for the applicable trading month. In addition, there were $.4 million of realized losses on hedging activities which were deferred and will be applied as a decrease in revenues in the third quarter of 1998 in the applicable month of physical sale of production. LIQUIDITY AND CAPITAL RESOURCES Cash Flows For the first six months of 1998, EEX generated sufficient cash flows from asset sales to fund its capital requirements, reduce financings by $30 million, redeem all of the $100 million of preferred securities of a subsidiary and provide funds required by operations. Operating activities for the first six months of 1998 required cash flows of $17 million, compared to $93 million of cash flows provided from operations in 1997. The requirement in 1998 was a result of changes in current operating assets and liabilities. The Company intends to continue to make substantial capital expenditures for the exploration and development of its properties, primarily in the Gulf of Mexico. At present, EEX plans to finance its business plans through internally generated cash flows, the sale of additional non-core assets, borrowings under existing credit facilities, alliances with contractors to assume early capital expenditure requirements and/or offerings in public or private equity or debt markets. Borrowings under EEX's credit facilities may also be used to supplement temporary cash flow needs. EEX does not anticipate paying cash dividends in the foreseeable future. Capital Structure In the second quarter of 1998, EEX redeemed, at par value, all the outstanding preferred securities of a subsidiary. The dividend rate on these preferred securities was based on LIBOR plus a spread of 4% for the quarter ended March 31, 1998, 5% for the quarter ended June 30, 1998 and was to increase by 1% quarterly through December 31, 1998. At June 30, 1998, debt represented 50% of total capitalization, as defined in loan agreements, the same as the level at December 31, 1997. YEAR 2000 ISSUE EEX is continuing its efforts towards addressing the Year 2000 issue as it relates to any potential impact on the Company's operations. Evaluations of the Company's internal systems, primarily focused on the financial systems, have been initiated and will be complete by the end of 1998. To date, preliminary studies have yielded potential problem areas with some applications. Most of these applications which have potential Year 2000 deficiencies are third party applications provided by outside vendors, and in each case the deficiencies are being addressed by the software vendor. Any in-house applications developed by EEX will be modified before the end of 1998 and reviewed by an independent entity with expertise in this area. In all cases the cost of Year 2000 compliance is considered immaterial. During 1998 the Company will be conducting an independent review of operational (field) systems which are the responsibility of third party companies doing business with EEX. This Year 2000 review will include any operational system on which any EEX-sanctioned work is performed, and will include both hardware and software subsystems. Any third party companies doing business with EEX found not to be adequately addressing the Year 2000 issue will be identified in the review, along with the potential impact of non- compliance by the vendor. As such, the Company at this time, cannot adequately assess the extent to which further actions will be required, and cannot at this time make any statements as to whether or not this issue will have a material effect upon future operations. RECENT EVENTS Sale of East Texas Properties On April 24, 1998, EEX completed the previously announced sale of East Texas producing oil and gas properties to Cross Timbers Oil Company for $235 million. These properties represented approximately 220 billion cubic feet of gas equivalent. As a part of the sale, EEX retained a volumetric production payment to satisfy an obligation existing under agreements with Encogen One Partners, Ltd. The effective date of the sale was January 1, 1998. Revenues, costs and expenses and sales volumes from January 1, 1998 through the closing date attributable to the East Texas properties were: Revenues Millions Sales Volume Natural gas $17.3 8.2 Bcf Oil, condensate and liquids 1.5 103 MBbls Costs and Expenses Production 1.6 Depreciation and amortization 15.2 Taxes, other than income 1.6 Second quarter 1998 amounts included above were: natural gas revenues of $4.1 million (2.0 Bcf); oil and liquids revenue of $.3 million (22 MBbls); and production, depreciation and amortization and taxes, other than income of $.5 million, $3.6 million and $.4 million, respectively. Exploration Activities EEX has completed drilling, logging and evaluation of the discovery well on the Llano prospect located on Garden Banks Block 386 in the Gulf of Mexico. Analysis of the logs and other data obtained indicates the presence of several hydrocarbon-bearing sands in the Lower Pliocene and Miocene aged sections. EEX plans to begin appraisal drilling on this prospect in the second half of 1998, and has initiated development planning studies. EEX has two other deepwater prospects drilling and expects to have an additional prospect drilling in the third quarter. The Sheba prospect, located on Green Canyon Block 341, and the Elvis prospect, located on Mississippi Canyon Block 580, are currently drilling. The Gamera prospect, located in Atwater Valley on Blocks 118, 119, 162 and 163, is expected begin drilling during the third quarter. In EEX's international operations, an exploratory well at the Karang Anyar Prospect (located South of the Mudi Field) on the Tuban Block in Indonesia encountered non-commercial accumulations of natural gas and was plugged and abandoned. EEX had a 50% interest in this non-operated well. EEX and block operator, Santa Fe Energy Resources Java, have identified another exploration prospect in the Tuban Block and are in the process of finalizing offset owner support to allow the drilling of this prospect in 1999. This prospect is located to the southwest of the Mudi Field and if successful, could utilize some portion of the Mudi Field facilities to achieve early production. Trade for Shallow Water Properties On August 5, 1998, EEX announced it has agreed to trade substantially all of its Permian Basin properties in West Texas and Eastern New Mexico for the shallow water properties located off the coast of Texas and Louisiana of Energen Resources Corporation, the oil and gas subsidiary of Energen Corporation. In addition to the shelf properties, EEX will receive $9.0 million in cash. In addition to cash, EEX will receive interests in 24 producing blocks and 30 exploratory blocks. Current average daily production from the 24 producing blocks is approximately 21 million cubic feet equivalent and proved reserves approximate 38 billion cubic feet equivalent (Bcfe). Energen will be receiving properties with an average daily production of approximately three thousand barrels equivalent and proved reserves of approximately 58 Bcfe. The transaction is expected to close by September 30, 1998 and has an effective date of January 1, 1998. Legal Proceedings EEX has been named a defendant in two lawsuits filed on August 3, 1998, in Federal Court for the Northern and Southern Districts of Texas. According to information in notices of class action published by plaintiff's counsel, the suits are on behalf of certain EEX shareholders and are based upon alleged misrepresentations made prior to August 4, 1997, concerning the value of the Company's assets and reserves. The notices name Enserch Corporation, Texas Utilities Company, Degolyer & MacNaughton and certain present and former officers and directors of EEX as defendants. EEX has not been served in either of the lawsuits. No assessment of the claims can be made at this time. EEX intends to vigorously defend these suits. Forward Looking Statements -Uncertainties and Risks Certain statements in this report, including statements of EEX's and management's expectations, intentions, plans and beliefs, are "forward-looking statements," within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to certain events, risks and uncertainties that may be outside EEX's control. These forward- looking statements include statements of management's plans and objectives for EEX's future operations and statements of future economic performance; information regarding drilling schedules, expected or planned production, future production levels of international and domestic fields, EEX's capital budget and future capital requirements, EEX's meeting its future capital needs, the level of future expenditures for environmental costs and the outcome of regulatory and litigation matters; and the assumptions described in this report underlying such forward- looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward- looking statements and the risk factors set forth below and described from time to time in EEX's other documents and reports filed with the Securities and Exchange Commission. Exploration Risk. Exploration for oil and gas in the deepwater Gulf of Mexico and unexplored frontier areas have inherent and historically high risk. As described in this report, EEX is focusing on exploration opportunities in offshore and international areas which will increase associated risk. Future reserve increases and production will be dependent on EEX's success in these exploration efforts and no assurances can be given of such success. Estimating Reserves and Future Net Cash Flows. Uncertainties are inherent in estimating quantities and values of reserves and in projecting rates of production, net revenues and the timing of development expenditures. The reserve data represent estimates only of the recovery of hydrocarbons from underground accumulations and are often different from the quantities ultimately recovered. Any downward adjustment in reserve estimates could adversely affect EEX. Operational Risks and Hazards. EEX's operations are subject to the risks and uncertainties associated with finding, acquiring and developing oil and gas properties, and producing, transporting and selling oil and gas. Operations may be materially curtailed, delayed or canceled as a result of numerous factors, such as accidents, weather conditions, compliance with governmental requirements and shortages or delays in the delivery of equipment. Drilling may involve unprofitable efforts, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. Various field operating hazards such as fires, explosions, blow-outs, equipment failures, abnormally pressured formations and environmental accidents may adversely affect production from successful wells. EEX's ability to sell its oil and gas production is dependent on the availability and capacity of gathering systems, pipelines and other forms of transportation. Offshore Risks. EEX's offshore Gulf of Mexico oil and gas reserves include properties located in water depths of 20 to in excess of 7,000 feet where operations are by their nature more difficult than drilling operations conducted on land in established producing areas. Deepwater drilling and operations require the application of more advanced technologies that involve a higher risk of mechanical failure and can result in significantly higher drilling and operating costs. Furthermore, offshore operations require a significant amount of time between the time of discovery and the time the gas or oil is actually marketed, increasing the market risk involved with such operations. Volatility of Oil and Gas Markets. EEX's operations are highly dependent upon the prices of, and demand for, oil and gas. These prices have been, and are likely to continue to be, volatile. Prices are subject to fluctuations in response to a variety of factors that are beyond the control of EEX, such as worldwide economic and political conditions as they affect actions of OPEC and Middle East and other producing countries, and the price and availability of alternative fuels. EEX's hedging activities with respect to some of its projected oil and gas production, which are designed to protect against price declines, may prevent EEX from realizing the benefits of price increases above the levels of the hedges and protect it from incurring the detriments of price decreases below the level of hedges. Because the majority of EEX's reserve base is natural gas on an energy equivalent basis, it is more sensitive to fluctuations in the price of natural gas. Capital Funding. EEX's access to public or private equity or debt markets may be limited by general conditions in or volatility of the markets. No assurances can be given that the Company will be able to secure funds in these markets, or that such funds will be obtained on terms favorable to the Company. Government Regulation. EEX's business is subject to certain federal, state and local laws and regulations relating to the drilling for the production of oil and gas, as well as environmental and safety matters. See "Business -Government Regulation "in EEX's Annual Report on Form 10-K. International Operations. EEX's interests in countries outside the United States are subject to the various risks inherent in foreign operations. These risks may include, among other things, currency restrictions and exchange rate fluctuations, loss of revenue, property and equipment as a result of expropriation, nationalization, war, insurrection and other political risks, risks of increases in taxes and governmental royalties, renegotiations of contracts with governmental entities, changes in laws and policies governing operations of foreign-based companies and other uncertainties arising out of foreign government sovereignty over the Company's international operations. The Company's international operations may also be adversely affected by laws and policies of the United States affecting foreign trade, taxation and investment. In addition, in the event of a dispute arising from foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of the courts of the United States. [CAPTION] EEX CORPORATION SUMMARY OF SELECTED OPERATING DATA FOR OIL & GAS PRODUCING ACTIVITIES (UNAUDITED) Three Months Ended Six Months Ended June 30 June 30 ------------------- ---------------- 1998 1997 1998 1997 ------ ------ ------ ------ [S] [C] [C] [C] [C] Sales Volumes Natural gas (MMcf) 14,396 21,725 33,144 42,151 Oil and condensate (MBbls) 1,663 1,282 2,649 2,429 Natural gas liquids (MBbls) 58 90 102 186 Total volumes (MMcfe) (a) 24,722 29,957 49,650 57,841 Average Sales Price Natural gas (per Mcf) $ 2.24 $ 2.13 $ 2.35 $ 2.46 Oil and condensate (per Bbl) 13.07 18.95 14.29 20.32 Natural gas liquids (per Bbl) 12.48 12.13 10.25 15.01 Total product revenue (per Mcfe) (a) 2.22 2.39 2.35 2.69 Cost and Expenses (per Mcfe) (a) (b) Production and operating (c) $ .50 $ .41 $ .47 $ .43 Exploration .56 .67 .53 .69 Depreciation and amortization .97 1.27 1.12 1.28 General, administration and other .25 .24 .26 .25 Taxes, other than income .14 .14 .15 .15 Net Wells Drilled 5 13 14 29 Productive 3 13 11 24 (a) Oil and natural gas liquids have been converted to Mcf equivalents (Mcfe) on the basis of one barrel equals 6.0 Mcfe. (b) Excludes unusual and non-recurring expenses. (c) Excludes related production, severance and ad valorem taxes. PART II - OTHER INFORMATION Item 1. Legal Proceedings EEX has been named a defendant in two lawsuits filed on August 3, 1998, in Federal Court for the Northern and Southern Districts of Texas. According to information in notices of class action published by plaintiff's counsel, the suits are on behalf of certain EEX shareholders and are based upon alleged misrepresentations made prior to August 4, 1997, concerning the value of the Company's assets and reserves. The notices name Enserch Corporation, Texas Utilities Company, Degolyer & MacNaughton and certain present and former officers and directors of EEX as defendants. EEX has not been served in either of the lawsuits. No assessment of the claims can be made at this time. EEX intends to vigorously defend these suits. Item 4. Submission of Matters to a Vote of Security Holders At the annual meeting of shareholders held on May 12, 1998, the shareholders elected a board of directors of five persons and approved the appointment of Ernst & Young LLP as Independent Auditors for fiscal year 1998. Listed below is the result of the vote. Election of Director ----------------------------------------- Withheld Abstentions and Name For From Vote Broker Nonvotes ---------- ---------- ---------- F. S. Addy(1) 96,275,420 756,439 0 B. A. Bridgewater, Jr.(2) 96,234,543 797,316 0 Michael P. Mallardi(2) 96,303,430 728,429 0 Thomas M Hamilton(3) 96,180,710 851,149 0 Frederick M. Lowther(3) 96,307,436 724,423 0 ________________________ (1)Term expiring 1999 (2)Term expiring 2000 (3)Term expiring 2001 Appointment of Ernst & Young LLP as Independent Auditor -------------------------------------------- Abstentions and For Against Broker Nonvotes ---------- ------- -------- 96,665,974 243,956 1,660 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits EXHIBIT (27) - Financial Data Schedule (b) Reports on Form 8-K Current Report on Form 8-K dated April 24, 1998. Items 2 and 7 concerning sale of East Texas properties. Current Report on Form 8-K dated June 22, 1998. (News release dated June 22, 1998: (1) Completion of sidetrack drilling operations at Llano and (2) Deepwater and International drilling activities.) 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 thereunto duly authorized. EEX CORPORATION (Registrant) Dated August 4, 1998 By /s/R. S. Langdon ------------------------------------- R. S. Langdon Executive Vice President, Finance and Administration, and Chief Financial Officer The above officer of registrant has signed this report as its duly authorized representative and as its principal financial officer