The widespread use of powerful, low-frequency air-gun pulses for seismic seabed exploration has raised concern about their potential negative effects on marine wildlife. Here, we quantify the sound exposure levels recorded on acoustic tags attached to eight sperm whales at ranges between 1.4 and 12.6 km from controlled air-gun array sources operated in the Gulf of Mexico. Due to multipath propagation, the animals were exposed to multiple sound pulses during each firing of the array with received levels of analyzed pulses falling between 131-167 dB re. 1 microPa (pp) [111-147 dB re. 1 microPa (rms) and 100-135 dB re. 1 microPa2 s] after compensation for hearing sensitivity using the M-weighting. Received levels varied widely with range and depth of the exposed animal precluding reliable estimation of exposure zones based on simple geometric spreading laws. When whales were close to the surface, the first arrivals of air-gun pulses contained most energy between 0.3 and 3 kHz, a frequency range well beyond the normal frequencies of interest in seismic exploration. Therefore air-gun arrays can generate significant sound energy at frequencies many octaves higher than the frequencies of interest for seismic exploration, which increases concern of the potential impact on odontocetes with poor low frequency hearing.