Item 3. Legal Proceedings
For a discussion of contingencies, reference is made to the Environmental Matters section of Management's Discussion and Analysis and Note 16 to the Consolidated Financial Statements in the 2000 Annual Report to Stockholders, which are incorporated by reference in Items 7 and 8, respectively.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None submitted during the fourth quarter of 2000.
Executive Officers of the Registrant
The following is a list of executive officers, their ages, and their positions and offices as of March 1, 2001:
There is no family relationship between any of the executive officers.
FORWARD-LOOKING INFORMATION
This Form 10-K contains forward-looking statements regarding the company's or management's intentions, beliefs or expectations within the meaning of the Securities Litigation Reform Act. Future results and developments discussed in these statements may be affected by numerous factors and risks, such as the accuracy of the assumptions that underlie the statements, the success of the oil and gas exploration and production program, drilling risks, the market value of Kerr-McGee's products, uncertainties in interpreting engineering data, demand for consumer products for which Kerr-McGee's businesses supply raw materials, general economic conditions, and other factors and risks discussed in the company's SEC filings. Actual results and developments may differ materially from those expressed or implied in this Form 10-K.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
Information relative to the market in which the company's common stock is traded, the high and low sales prices of the common stock by quarters for the past two years, and the approximate number of holders of common stock is furnished in Note 33 to the Consolidated Financial Statements in the 2000 Annual Report to Stockholders, which note is incorporated by reference in Item 8.
Quarterly dividends declared totaled $1.80 per share for the years 2000, 1999 and 1998. Cash dividends have been paid continuously since 1941 and totaled $166 million in 2000, $138 million in 1999 and $86 million in 1998.
Item 6.
Item 6. Selected Financial Data
Information regarding selected financial data required in this item is presented in the schedule captioned "Seven-Year Financial Summary" in the 2000 Annual Report to Stockholders and is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Management's Discussion and Analysis" in the 2000 Annual Report to Stockholders is incorporated herein by reference.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosure about Market Risk
For information required under this section, reference is made to the "Market Risks" section of Management's Discussion and Analysis in the 2000 Annual Report to Stockholders, which discussion is incorporated by reference above.
Item 8.
Item 8. Financial Statements and Supplementary Data
The following financial statements and supplementary data included in the 2000 Annual Report to Stockholders are incorporated herein by reference:
Reports of Independent Public Accountants Consolidated Statement of Income Consolidated Statement of Comprehensive Income and Stockholders' Equity Consolidated Balance Sheet Consolidated Statement of Cash Flows Notes to Financial Statements
Item 9.
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
(a) Identification of directors -
For information required under this section, reference is made to the "Director Information" section of the company's proxy statement for 2001 made in connection with its Annual Stockholders' Meeting to be held on May 8, 2001.
(b) Identification of executive officers -
The information required under this section is set forth in the caption "Executive Officers of the Registrant" on pages 22 and 23 of this Form 10-K pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General Instruction G(3) to Form 10-K.
(c) Compliance with Section 16(a) of the 1934 Act -
For information required under this section, reference is made to the "Section 16(a) Beneficial Ownership Reporting Compliance" section of the company's proxy statement for 2001 made in connection with its Annual Stockholders' Meeting to be held on May 8, 2001.
Item 11.
Item 11. Executive Compensation
For information required under this section, reference is made to the "Executive Compensation and Other Information" section of the company's proxy statement for 2001 made in connection with its Annual Stockholders' Meeting to be held on May 8, 2001.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
For information required under this section, reference is made to the "Security Ownership" portion of the "Director Information" section of the company's proxy statement for 2001 made in connection with its Annual Stockholders' Meeting to be held on May 8, 2001.
Item 13.
Item 13. Certain Relationships and Related Transactions
For information required under this section, reference is made to the "Director Information" section of the company's proxy statement for 2001 made in connection with its Annual Stockholders' Meeting to be held on May 8, 2001.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements -
The following consolidated financial statements of Kerr-McGee Corporation and its subsidiary companies, included in the company's 2000 Annual Report to Stockholders, are incorporated by reference in Item 8:
Reports of Independent Public Accountants
Consolidated Statement of Income for the Years Ended December 31, 2000, 1999 and 1998
Consolidated Statement of Comprehensive Income and Stockholders' Equity for the Years Ended December 31, 2000, 1999 and 1998
Consolidated Balance Sheet at December 31, 2000 and 1999
Consolidated Statement of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998
Notes to Financial Statements
(a) 2. Financial Statement Schedules -
Report of Independent Public Accountants on Financial Statement Schedule
Schedule II - Valuation Accounts and Reserves for the Years Ended December 31, 2000, 1999 and 1998
Schedules I, III, IV and V are omitted as the subject matter thereof is either not present or is not present in amounts sufficient to require submission of the schedules in accordance with instructions contained in Regulation S-X.
(a) 3. Exhibits -
The following documents are filed under Commission file number 1-3939 as a part of this report.
Exhibit No.
3.1 Restated Certificate of Incorpora- tion of Kerr-McGee Corporation, filed as Exhibit 3.1 to the report filed on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference.
3.2 Bylaws of Kerr-McGee Corporation as approved January 9, 2001.
4.1 Amended and Restated Rights Agreement dated as of October 14, 1998.
4.2 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.
4.3 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.
4.4 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 Revolving Credit Agreement dated as of March 6, 2000, between Kerr-McGee China Petroleum Ltd., as borrower, and Kerr-McGee Corporation, as guarantor, and several banks providing for revolving credit of up to $100 million through March 3, 2003; the 364-day $20 million Credit Agreement dated as of September 19, 2000, between Kerr-McGee Canada Ltd., as borrower, and Kerr-McGee Corporation, as guarantor, and the Royal Bank of Canada; the $100 million, 8% Note Agreement entered into by Oryx Energy Company (Oryx) dated as of October 20, 1995, and due October 15, 2003; 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 $11 million, 9-1/4% Series A Note Agreement entered into by Oryx and due January 2, 2002; the $2.2 million, 9-1/2% Series A Note Agreement entered into by Oryx and due February 1, 2002; the $150 million, 10% Note Agreement entered into by Oryx dated as of April 10, 1991, and due April 1, 2001; the Revolving Credit Agreement dated as of January 12, 2001, between the company or certain subsidiary borrowers and various banks providing for revolving credit up to $650 million through January 12, 2006; and the $650 million Credit Agreement dated as of January 12, 2001, between the company or certain subsidiary borrowers and various banks providing for a 364-day revolving credit facility. 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.
4.5 Kerr-McGee Corporation Direct Purchase and Dividend Reinvestment Plan filed on Form S-3 effective August 19, 1993, Registration No. 33-66112, and incorporated herein by reference.
4.6 Indenture dated as of May 15, 1989, by and between Oryx Energy Company and Texas Commerce Bank N.A., as trustee, relating to Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014, filed as Exhibit 4.1 to Oryx's Form S-1, effective May 5, 1989, Registration No. 33-28494, and incorporated herein by reference and the First Supplemental Indenture among Oryx Energy Company, Kerr-McGee Corporation and Chase Bank of Texas, N.A., as trustee, dated as of February 26, 1999, and filed as Exhibit 4.1 to Form 8-K filed March 11, 1999, 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.
10.1* Deferred Compensation Plan for Non- Employee Directors as amended and restated effective October 1, 1990, filed as Exhibit 10(1) to the report filed on Form 10-K for the year ended December 31, 1990, and incorporated herein by reference.
10.2* Kerr-McGee Corporation Stock Deferred Compensation Plan for Non-Employee Directors as amended and restated effective August 1, 1995, filed as Exhibit 10.2 to the report filed on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.
10.3* Description of the company's Annual Incentive Compensation Plan, filed as Exhibit 10.3 to the report filed on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.
10.4* The Long Term Incentive Plan 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.
10.5* Benefits Restoration Plan as amended and restated effective September 13, 1989, filed as Exhibit 10(6) to the report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference.
10.6* Kerr-McGee Corporation Executive Deferred Compensation Plan as amended and restated effective January 1, 1996, filed as Exhibit 10.6 to the report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.
10.7* Kerr-McGee Corporation Supplemental Executive Retirement Plan as amended and restated effective May 3, 1994, filed as Exhibit 10.8 on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference.
10.8* The Kerr-McGee Corporation Annual Incentive Compensation Plan effective January 1, 1998, filed as Exhibit 10.3 on Form 10-Q for the quarter ended March 31, 1998, and incorporated herein by reference.
10.9* The Kerr-McGee Corporation 1998 Long Term Incentive Program effective January 1, 1998, filed as Exhibit 10.4 on Form 10-Q for the quarter ended March 31, 1998, and incorpo- rated herein by reference.
10.10* Amended and restated Agreement, restated as of January 11, 2000, between the company and Luke R. Corbett.
10.11* Amended and restated Agreement, restated as of January 11, 2000, between the company and Kenneth W. Crouch.
10.12* Amended and restated Agreement, restated as of January 11, 2000, between the company and Robert M. Wohleber.
10.13* Amended and restated Agreement, restated as of January 11, 2000, between the company and William P. Woodward.
10.14* Amended and restated Agreement, restated as of January 11, 2000, between the company and Gregory F. Pilcher.
10.15* 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.
10.16* Oryx Energy Company Executive Retirement Plan as amended and restated as of January 1, 1995, filed as Exhibit 10.6 on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference; Amendment No. 1 to the Executive Retirement Plan as amended and restated effective January 1, 1995, filed as Exhibit 10.6a on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference; Amendment No. 2 to the Executive Retirement Plan as amended and restated effective January 1, 1995, filed as Exhibit 10.6b on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference; Amendments No. 3 and 4 to the Executive Retirement Plan as amended and restated effective January 1, 1995, filed as Exhibit 10.6c on Form 10-K for the year ended December 31, 1997, and incorporated herein by reference.
12 Computation of ratio of earnings to fixed charges.
13 2000 Annual Report to Stockholders.
21 Subsidiaries of the Registrant.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
*These exhibits relate to the compensation plans and arrangements of the company.
(b) Reports on Form 8-K -
The following Current Reports on Form 8-K were filed by the company during the quarter ended December 31, 2000.
* Current Report dated October 17, 2000, for purposes of reporting under Items 5 and 7.
* Current Report dated October 25, 2000, for purposes of reporting under Items 5 and 7.
* Current Report dated November 9, 2000, for purposes of reporting under Item 5.
* Current Report dated November 27, 2000, for purposes of reporting under Items 5 and 7.
* Current Report dated December 4, 2000, for purposes of reporting under Items 5 and 7.
Report of Independent Public Accountants on Financial Statement Schedule - ------------------------------------------------------------------------
To Kerr-McGee Corporation:
We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in Kerr-McGee Corporation's 2000 Annual Report to Stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 23, 2001. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The Schedule of Valuation Accounts and Reserves is the responsibility of the company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states, in all material respects, the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma, February 23, 2001
SCHEDULE II
KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES VALUATION ACCOUNTS AND RESERVES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
KERR-McGEE CORPORATION
By: Luke R. Corbett* ------------------------ Luke R. Corbett, Chief Executive Officer
March 28, 2001 By: (Robert M. Wohleber) - -------------- -------------------------- Date Robert M. Wohleber Senior Vice President and Chief Financial Officer
By: (Deborah A. Kitchens) ------------------------------ Deborah A. Kitchens, Vice President and Controller and Chief Accounting Officer
* By her signature set forth below, Deborah A. Kitchens has signed this 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: (Deborah A. Kitchens) --------------------- Deborah A. Kitchens
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 28, 2001 By: Martin C. Jischke* - -------------- ----------------------------- Date Martin C. Jischke, Director
By: William C. Morris* ----------------------------- William C. Morris, Director
By: John J. Murphy* ----------------------------- John J. Murphy, 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 her signature set forth below, Deborah A. Kitchens has signed this 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: (Deborah A. Kitchens) --------------------- Deborah A. Kitchens