UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2003
Commission file number 1-16619
KERR-MCGEE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-1612389
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
KERR-MCGEE CENTER, OKLAHOMA CITY, OKLAHOMA 73125
(Address of principal executive offices)
Registrant's telephone number, including area code: (405) 270-1313
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------------------ ------------------------
Common Stock $1 Par Value New York Stock Exchange
Preferred Share Purchase Right
Securities registered pursuant to Section 12(g) of the Act: None
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 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X| No ____
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $4.5 billion computed by
reference to the price at which the common equity was last sold as of June 30,
2003, the last business day of the registrant's most recently completed second
fiscal quarter.
The number of shares of common stock outstanding as of February 27, 2004, was
101,373,405.
EXPLANATORY NOTE
Amendment No. 1 to Kerr-McGee Corporation's Form 10-K for the year ended
December 31, 2003 is being filed to include four exhibits that were
inadvertently omitted from the original 10-K filing submitted on March 12, 2003.
Included in this filing is Part IV, the signature page, the previously omitted
exhibits and certifications required by Securities Exchange Act Rule 15d-14(a).
There have been no changes to the balance of the Form 10-K from the original
filing.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements - See the Index to the Consolidated Financial
Statements included in Item 8. of the Form 10-K.
(a) 2. Financial Statement Schedules - See the Index to the Financial
Statement Schedules included in Item 8. of the Form 10-K.
(a) 3. Exhibits - The following documents are filed under Commission file
numbers 1-16619 and 1-3939 as part of this report.
Exhibit No.
-----------
3.1 Amended and restated Certificate of Incorporation of
Kerr-McGee Corporation, filed as Exhibit 4.1 to the company's
Registration Statement on Form S-4 dated June 28, 2001, and
incorporated herein by reference.
3.2 Amended and restated By Laws of Kerr-McGee Corporation, filed
as Exhibit 3.2 to the company's Form 10-K for the year ended
December 31, 2003, filed on March 12, 2004 and incorporated
herein by reference.
4.1 Rights Agreement dated as of July 26, 2001, by and between
the company and UMB Bank, N.A., filed as Exhibit 4.1 to the
company's Registration Statement on Form 8-A filed on July
27, 2001, and incorporated herein by reference.
4.2 First Amendment to Rights Agreement, dated as of July 30,
2001, by and between the company and UMB Bank, N.A., filed as
Exhibit 4.1 to the company's Registration Statement on Form
8-A/A filed on August 1, 2001, and incorporated herein by
reference.
4.3 Indenture dated as of November 1, 1981, between the company
and United States Trust Company of New York, as trustee,
relating to the company's 7% Debentures due November 1, 2011,
filed as Exhibit 4 to Form S-16, effective November 16, 1981,
Registration No. 2-772987, and incorporated herein by
reference.
4.4 Indenture dated as of August 1, 1982, filed as Exhibit 4 to
Form S-3, effective August 27, 1982, Registration Statement
No. 2-78952, and incorporated herein by reference, and the
first supplement thereto dated May 7, 1996, between the
company and Citibank, N.A., as trustee, relating to the
company's 6.625% notes due October 15, 2007, and 7.125%
debentures due October 15, 2027, filed as Exhibit 4.1 to the
Current Report on Form 8-K filed July 27, 1999, and
incorporated herein by reference.
4.5 The company agrees to furnish to the Securities and Exchange
Commission, upon request, copies of each of the following
instruments defining the rights of the holders of certain
long-term debt of the company: the Note Agreement dated as of
November 29, 1989, among the Kerr-McGee Corporation Employee
Stock Ownership Plan Trust (the Trust) and several lenders,
providing for a loan guaranteed by the company of $125
million to the Trust; the $150 million, 8.375% Note Agreement
entered into by Oryx dated as of July 17, 1996, and due July
15, 2004; the $150 million, 8-1/8% Note Agreement entered
into by Oryx dated as of October 20, 1995, and due October
15, 2005; the amended and restated Revolving Credit Agreement
dated as of January 11, 2002, between the company or certain
subsidiary borrowers and various banks providing for
revolving credit up to $650 million through January 12, 2006;
the $700 million Credit Agreement dated as of November 14,
2003, between the company or certain subsidiary borrowers and
various banks providing for a 364-day revolving credit
facility; and the $200 million variable-interest rate Note
Agreement dated June 26, 2001, and due June 28, 2004. The
total amount of securities authorized under each of such
instruments does not exceed 10% of the total assets of the
company and its subsidiaries on a consolidated basis.
4.6 Kerr-McGee Corporation Direct Purchase and Dividend
Reinvestment Plan filed on September 9, 2001, pursuant to
Rule 424(b)(2) of the Securities Act of 1933 as the
Prospectus Supplement to the Prospectus dated August 31,
2001, and incorporated herein by reference.
4.7 Second Supplement to the August 1, 1982, Indenture dated as
of August 2, 1999, between the company and Citibank, N.A., as
trustee, relating to the company's 5-1/2% exchangeable notes
due August 2, 2004, filed as Exhibit 4.11 to the report on
Form 10-K for the year ended December 31, 1999, and
incorporated herein by reference.
4.8 Fifth Supplement to the August 1, 1982, Indenture dated as of
February 11, 2000, between the company and Citibank, N.A., as
trustee, relating to the company's 5-1/4% Convertible
Subordinated Debentures due February 15, 2010, filed as
Exhibit 4.1 to Form 8-K filed February 4, 2000, and
incorporated herein by reference.
4.9 Indenture dated as of August 1, 2001, between the company and
Citibank, N.A., as trustee, relating to the company's $350
million, 5-3/8% notes due April 15, 2005; $325 million,
5-7/8% notes due September 15, 2006; $675 million, 6-7/8%
notes due September 15, 2011; and $500 million 7-7/8% notes
due September 15, 2031, filed as Exhibit 4.1 to Form S-3
Registration Statement No. 333-68136 Pre-effective Amendment
No. 1, and incorporated herein by reference.
10.1* Kerr-McGee Corporation Deferred Compensation Plan for
Non-Employee Directors as amended and restated effective
January 1, 2003, filed as Exhibit 10.1 to the Form 10-K for
the year ended December 31, 2002, and incorporated herein by
reference.
10.2* Kerr-McGee Corporation Executive Deferred Compensation Plan
as amended and restated effective January 1, 2003, filed as
Exhibit 10.4 to the Form 10-K for the year ended December 31,
2002, and incorporated herein by reference.
10.3* Benefits Restoration Plan as amended and restated effective
May 1, 1999, filed as Exhibit 10.3 to the company's Form 10-K
for the year ended December 31, 2003, filed on March 12, 2004
and incorporated herein by reference.
10.4* First Supplement to Benefits Restoration Plan as amended and
restated effective January 1, 2000, filed as Exhibit 10.4 to
the company's Form 10-K for the year ended December 31, 2003,
filed on March 12, 2004 and incorporated herein by reference.
10.5* Second Supplement to Benefits Restoration Plan as amended and
restated effective January 1, 2001, filed as Exhibit 10.5 to
the company's Form 10-K for the year ended December 31, 2003,
filed on March 12, 2004 and incorporated herein by reference.
10.6* Kerr-McGee Corporation Supplemental Executive Retirement Plan
as amended and restated effective February 26, 1999, filed as
exhibit 10.6 to the report on Form 10-K for the year ended
December 31, 2001, and incorporated herein by reference.
10.7* First Supplement to the Kerr-McGee Corporation Supplemental
Executive Retirement Plan as amended and restated effective
February 26, 1999, filed as exhibit 10.7 to the report on
Form 10-K for the year ended December 31, 2001, and
incorporated herein by reference.
10.8* Second Supplement to the Kerr-McGee Corporation Supplemental
Executive Retirement Plan as amended and restated effective
February 26, 1999, filed as exhibit 10.8 to the report on
Form 10-K for the year ended December 31, 2001, and
incorporated herein by reference.
10.9* The Long Term Incentive Program as amended and restated
effective May 9, 1995, filed as Exhibit 10.5 on Form 10-Q for
the quarter ended March 31, 1995, and incorporated herein by
reference.
10.10* The Kerr-McGee Corporation 1998 Long Term Incentive Plan
effective January 1, 1998, filed as Exhibit 10.4 on Form 10-Q
for the quarter ended March 31, 1998, and incorporated herein
by reference.
10.11* The Kerr-McGee Corporation 2000 Long Term Incentive Plan
effective May 1, 2000, filed as Exhibit 10.4 on Form 10-Q for
the quarter ended March 31, 2000, and incorporated herein by
reference.
10.12* The 2002 Long Term Incentive Plan effective May 14, 2002,
filed as Exhibit 10.1 on Form 10-Q for the quarter ended June
30, 2002, and incorporated herein by reference.
10.13* The 2002 Annual Incentive Compensation Plan effective May 14,
2002, filed as Exhibit 10.1 on Form 10-Q for the quarter
ended June 30, 2002, and incorporated herein by reference.
10.14* Kerr-McGee Corporation Performance Share Plan effective
January 1, 1998, filed as Exhibit 10.19 to the Form 10-K for
the year ended December 31, 2002, and incorporated herein by
reference.
10.15* Oryx Energy Company 1992 Long-Term Incentive Plan, as amended
and restated May 1, 1997, filed as Exhibit 10.15 to the
company's Form 10-K for the year ended December 31, 2003,
filed on March 12, 2004 and incorporated herein by reference.
10.16* Oryx Energy Company 1997 Long-Term Incentive Plan, as amended
and restated May 1, 1997, filed as Exhibit 10.16 to the
company's Form 10-K for the year ended December 31, 2003,
filed on March 12, 2004 and incorporated herein by reference.
10.17* Amended and restated Agreement, restated as of January 11,
2000, between the company and Luke R. Corbett filed as
Exhibit 10.10 on Form 10-K for the year ended December 31,
2000, and incorporated herein by reference.
10.18* Amended and restated Agreement, restated as of January 11,
2000, between the company and Kenneth W. Crouch filed as
Exhibit 10.11 on Form 10-K for the year ended December 31,
2000, and incorporated herein by reference.
10.19* Amended and restated Agreement, restated as of January 11,
2000, between the company and Robert M. Wohleber filed as
Exhibit 10.12 on Form 10-K for the year ended December 31,
2000, and incorporated herein by reference.
10.20* Amended and restated Agreement, restated as of January 11,
2000, between the company and William P. Woodward filed as
Exhibit 10.13 on Form 10-K for the year ended December 31,
2000, and incorporated herein by reference.
10.21* Amended and restated Agreement, restated as of January 11,
2000, between the company and Gregory F. Pilcher filed as
Exhibit 10.14 on Form 10-K for the year ended December 31,
2000, and incorporated herein by reference.
10.22* Form of agreement, amended and restated as of January 11,
2000, between the company and certain executive officers not
named in the Summary Compensation Table contained in the
company's definitive Proxy Statement for the 2001 Annual
Meeting of Stockholders filed as Exhibit 10.15 on Form 10-K
for the year ended December 31, 2000, and incorporated herein
by reference.
10.23 Amended and Restated Gas Purchase Agreement, dated July 1,
1998, among Oryx Gas Marketing Limited Partnership, Sun
Operating Limited Partnership and Producers Energy Marketing,
LLC.
10.24 Amendment to Amended and Restated Gas Purchase Agreement,
dated May 1, 2000, among Oryx Gas Marketing Limited
Partnership, Kerr-McGee Oil & Gas Corporation, Kerr-McGee Oil
and Gas Onshore LP, and Cinergy Marketing & Trading, LLC.
10.25 Amendment No. 2 to Amended and Restated Gas Purchase
Agreement, dated July 1, 2002, among Oryx Gas Marketing
Limited Partnership, Kerr-McGee Oil & Gas Corporation,
Kerr-McGee Oil and Gas Onshore LP, and Cinergy Marketing &
Trading, LLC.
10.26 Letter Agreement, dated May 23, 2003, amending Amended and
Restated Gas Purchase Agreement, dated July 1, 1998, among
Kerr-McGee Oil & Gas Corporation, Kerr-McGee Oil and Gas
Onshore LP, and Cinergy Marketing & Trading, LLC.
12** Computation of ratio of earnings to fixed charges.
14** Code of Ethics.
21** Subsidiaries of the Registrant.
23** Consent of Ernst & Young LLP.
24** Powers of Attorney.
31.1 Certification pursuant to Securities Exchange Act Rule
15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Securities Exchange Act Rule
15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1** Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*These exhibits relate to the compensation plans and arrangements of the
company.
**Previously filed as an exhibit to the company's Form 10-K for the year ended
December 31, 2003.
(b) Reports on Form 8-K -
The Current Reports on Form 8-K filed by the company during the quarter
ended December 31, 2003 are described in the company's Form 10-K for
the year ended December 31, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to the Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
KERR-McGEE CORPORATION
By: Luke R. Corbett*
-----------------------------
Luke R. Corbett,
Chief Executive Officer
March 25, 2004 By: (Robert M. Wohleber)
-------------- -----------------------------
Date Robert M. Wohleber
Senior Vice President and
Chief Financial Officer
By: (John M. Rauh)
-----------------------------
John M. Rauh
Vice President and Controller
and Chief Accounting Officer
* By his signature set forth below, John M. Rauh has signed this Amendment
No. 1 to Annual Report on Form 10-K as attorney-in-fact for the officer
noted above, pursuant to power of attorney filed with the Securities and
Exchange Commission.
By: (John M. Rauh)
-----------------------------
John M. Rauh
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the date
indicated.
By: Luke R. Corbett*
----------------------------------
Luke R. Corbett, Director
By: William E. Bradford*
----------------------------------
William E. Bradford, Director
By: Sylvia A. Earle*
----------------------------------
Sylvia A. Earle, Director
By: David C. Genever-Watling*
----------------------------------
David C. Genever-Watling, Director
March 25, 2004 By: Martin C. Jischke*
-------------- ----------------------------------
Date Martin C. Jischke, Director
By: Leroy C. Richie*
----------------------------------
Leroy C. Richie, Director
By: Matthew R. Simmons*
----------------------------------
Matthew R. Simmons, Director
By: Farah M. Walters*
----------------------------------
Farah M. Walters, Director
By: Ian L. White-Thomson*
----------------------------------
Ian L. White-Thomson, Director
* By his signature set forth below, John M. Rauh has signed this Amendment
No. 1 to Annual Report on Form 10-K as attorney-in-fact for the directors
noted above, pursuant to the powers of attorney filed with the Securities
and Exchange Commission.
By: (John M. Rauh)
----------------------------------
John M. Rauh