-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8fauNB4c7ksI+Yvxnjq5QNAGNsPMTlE70TMrYQSkGtgM3ER/u4Mp0tnub+gE2MS gMupf3/XfV13GgjVq/Gq1Q== 0000055458-00-000002.txt : 20000203 0000055458-00-000002.hdr.sgml : 20000203 ACCESSION NUMBER: 0000055458-00-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KERR MCGEE CORP CENTRAL INDEX KEY: 0000055458 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730311467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03939 FILM NUMBER: 517118 BUSINESS ADDRESS: STREET 1: KERR MCGEE CTR STREET 2: 123 ROBERT S KERR CITY: OKLAHOMA CITY STATE: OK ZIP: 73125 BUSINESS PHONE: 4052701313 MAIL ADDRESS: STREET 1: P O BOX 25861 CITY: OKLAHOMA CITY STATE: OK ZIP: 73125 FORMER COMPANY: FORMER CONFORMED NAME: KERR MCGEE OIL INDUSTRIES INC DATE OF NAME CHANGE: 19671227 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 27, 2000 (Date of Report - Date of earliest event reported) KERR-MCGEE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-3939 73-0311467 (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) Kerr-McGee Center Oklahoma City, Oklahoma 73125 (Address of principal executive offices) (Zip Code) (405) 270-1313 (Registrant's telephone number) Item 5. Other Events On January 27, 2000, Kerr-McGee Corporation issued a press release reporting its financial and operating results for the fourth quarter and twelve months ended December 31, 1999. The press release is attached hereto as an exhibit and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release dated January 27, 2000. 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 hereunto duly authorized. KERR-MCGEE CORPORATION By: (Deborah A. Kitchens) Deborah A. Kitchens Vice President and Controller Dated: January 28, 2000 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated January 27, 2000. EX-99 2 PRESS RELEASE Exhibit 99.1 Kerr-McGee Reports Earnings OKLAHOMA CITY (Jan. 27, 2000) -- Kerr-McGee Corp. (NYSE: KMG) reports 1999 income from continuing operations before special items of $296 million ($3.42 per diluted share), compared with a $24 million loss (28 cents per share) in 1998. Net income for 1999 was $142 million ($1.64 per share), compared with 1998's net loss of $68 million (78 cents per share). These amounts include $10 million of after-tax foreign currency gains in 1999, compared with after-tax losses of $2 million in 1998. All 1998 amounts have been restated to reflect the merger with Oryx Energy Company in February 1999. For the 1999 fourth quarter, income from continuing operations before special charges was $130 million ($1.51 per share). This compares with a net loss of $21 million (24 cents per share) in the prior-year quarter. Including special charges, fourth-quarter 1999 net income was $110 million ($1.27 per share), compared with a $325 million loss ($3.74 per share) in the 1998 quarter. These results include after-tax foreign currency gains of $4 million in the 1999 quarter. "Kerr-McGee recorded strong earnings while growing our core businesses and reducing unit operating costs," said Luke R. Corbett, Kerr-McGee chairman and chief executive officer. "Our worldwide oil and gas production volumes increased 9% to 108 million barrels of oil equivalent. We replaced 117% of this production at a finding and development cost of approximately $4.90 per barrel of oil equivalent. This excludes the benefit from recently announced discoveries in the deepwater Gulf of Mexico and Bohai Bay, China. We have also achieved our $100 million annualized synergy goal from the merger with Oryx. In January 2000, we added 96 million barrels of proved reserves with the acquisition of Repsol S.A.'s North Sea properties, and announced an offering of our common stock and a convertible debt (more) issuance, which will provide long-term financing for this acquisition and for general corporate purposes. We are pleased with the position of both of our business units as we move into the new millennium." Fourth-Quarter Results Excluding Special Items Operating profit for the 1999 fourth quarter was $252 million. Reflecting robust oil and gas prices, exploration and production operating profit rose to $216 million, compared with a fourth-quarter operating loss of $18 million in 1998. In addition to higher oil and gas prices, both oil and gas volumes increased, and exploration expenses were lower. The chemical quarterly operating profit was $35 million, a 30% increase from the prior-year period. Lower operating costs at all titanium dioxide pigment facilities and higher pigment sales volumes in Europe and the Hamilton, Miss., facility were partially offset by lower sales realizations in Europe and a slight decline in U.S. prices. "Also in 1999, Kerr-McGee completed an expansion that added 38,000 tonnes of annual capacity to our titanium dioxide pigment plant in Hamilton, Mississippi. Pigment sales prices continued to rebound in the first quarter of 2000," Corbett said. "These increases, combined with cost reduction initiatives at all of our pigment manufacturing facilities, indicate a bright outlook for this year." Net nonoperating expenses were $8 million higher in the 1999 fourth quarter than the prior-year period, largely attributable to lower foreign currency gains and lower gains on asset sales. Net interest expense increased by $8 million to $45 million due to lower capitalized interest, increased borrowings primarily associated with merger costs and lower interest income. Fourth-Quarter Special Items In the 1999 fourth quarter, the company had after-tax special charges totaling $21 million, including $12 million of litigation settlements and $9 million of additional costs related to the merger with Oryx and associated transition expenses. (more) 1999 Results Operating profit excluding special items totaled $690 million for the year, compared with 1998 operating profit of $177 million. Exploration and production operating profit of $562 million was boosted by price increases of 37% for oil and 11% for natural gas, higher oil volumes, lower general and administrative costs, and lower exploration expenses. Chemical operating profit was a record $128 million due to successful product cost reduction initiatives and higher titanium dioxide sales volumes, which more than offset lower pigment prices in Europe and lower results from forest products and electrolytic chemicals. The company also recorded a total of $150 million in after-tax special charges in 1999, primarily consisting of $116 million of merger-related expenses, $15 million of transition expenses and litigation expenses of $20 million. Crude Oil, Natural Gas Production and Prices Kerr-McGee's average daily crude oil production for the 1999 fourth quarter was 196,900 barrels, up 15% from 170,900 barrels a year ago. For the year, production averaged 196,900 barrels of oil per day, up from 172,000 barrels in 1998. The increase in oil production resulted primarily from the Baldpate field in the Gulf of Mexico and the Janice field in the U.K. North Sea. Fourth-quarter oil prices averaged $22.75 per barrel, up from $11.39 in the 1998 period. For the year, average oil prices were $17.15 per barrel, compared with $12.52 in 1998. Fourth-quarter daily natural gas sales averaged 601 million cubic feet, up 6% from the prior-year period. For the year, natural gas sales volumes totaled 580 million cubic feet per day, compared with 584 million cubic feet in 1998. Natural gas sales prices averaged $2.56 per thousand cubic feet in the fourth quarter, up from $2.10 in the 1998 period, and $2.35 per thousand cubic feet for the year, compared with $2.12 in 1998. (more) Sales and Capital Expenditures Fourth-quarter sales were $801 million, compared with $537 million in the 1998 fourth quarter. Sales for the full year totaled $2.7 billion in 1999, an increase of 23% from 1998. Fourth-quarter 1999 cash capital expenditures were $170 million, compared with $174 million in the 1998 period. For the year, cash capital expenditures (excluding acquisitions) were $543 million, compared with $981 million in 1998. Kerr-McGee is an Oklahoma City-based energy and chemical company with worldwide operations and $6.5 billion in assets. (Statements in this press release regarding the company's or management's intentions, beliefs or expectations for the future are "forward looking statements" within the meaning of the Securities Litigation Reform Act. Such statements may be affected by various factors and are subject to numerous 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, including Forms 10-K, 10-Q and 8-K/A. Actual results and developments may differ materially from those expressed or implied in this news release.) CONTACT: Debbie Schramm (405) 270-2877 00-07 (more) KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES (Unaudited)
Fourth Quarter Ended Twelve Months Ended December 31, % Inc December 31, % Inc -------------------- ----------------------- (Millions of dollars, except per-share amounts) 1999 1998 (*) (Dec) 1999 1998 (*) (Dec) ------ -------- ----- -------- -------- ----- Consolidated Statement of Income Sales $800.5 $536.5 49 $2,696.1 $2,200.3 23 ------ ------- -------- -------- Costs and Expenses Costs and operating expenses 264.5 282.1 (6) 1,037.5 1,053.2 (1) Selling, general and administrative expenses 49.6 97.4 (49) 205.9 277.4 (26) Depreciation and depletion 159.9 133.7 20 607.4 560.8 8 Asset impairment - 446.0 NM - 446.0 NM Exploration, including dry holes and amortization of undeveloped leases 46.0 65.1 (29) 140.1 215.4 (35) Taxes, other than income taxes 30.5 8.6 NM 85.0 53.2 60 Merger Costs 8.3 - NM 163.4 - NM Interest and debt expense 49.3 42.8 15 190.2 157.0 21 ------ ------- -------- -------- Total Costs and Expenses 608.1 1,075.7 (43) 2,429.5 2,763.0 (12) ------ ------- -------- -------- 192.4 (539.2) NM 266.6 (562.7) NM Other Income (Loss) (23.7) 28.9 NM (9.9) 42.2 NM ------ ------- -------- -------- Income (Loss) from Continuing Operations before Income Taxes 168.7 (510.3) NM 256.7 (520.5) NM Provision (Benefit) for Income Taxes 59.0 (185.6) NM 110.5 (175.5) NM ------ ------- -------- -------- Income (Loss) from Continuing Operations 109.7 (324.7) NM 146.2 (345.0) NM Income from Discontinued Operations, Net of Income Taxes - - NM - 277.4 NM Cumulative Effect of a Change in Accounting Principle, Net of Income Taxes - - NM (4.1) - NM ------ ------- -------- -------- Net Income (Loss) $109.7 $(324.7) NM $ 142.1 $ (67.6) NM ====== ======= ======== ======== Earnings (Loss) per Common Share Basic and Diluted Continuing operations excluding special items $ 1.51 $(0.24) NM $ 3.42 $ (0.28) NM Continuing operations 1.27 (3.74) NM 1.69 (3.98) NM Cumulative effect of a change in accounting principle - - NM (0.05) - NM Net income $ 1.27 $(3.74) NM $ 1.64 $ (0.78) NM Average Shares Outstanding (thousands) 86,476 86,741 - 86,414 86,688 - Shares Outstanding at End of Period (thousands) 86,483 86,367 - Foreign Currency Gains (Losses) $ 5.0 $ 8.1 (38) $ 11.3 $ (2.4) NM Selected Balance Sheet Information Cash 266.6 121.0 120 Current Assets 1,158.7 876.7 32 Total Assets 5,894.1 5,451.3 8 Current Liabilities 838.3 1,050.0 (20) Short-Term Debt 29.1 271.4 (89) Long-Term Debt 2,496.0 1,978.5 26 Stockholders' Equity 1,467.0 1,345.5 9 Selected Cash Flow Information Cash Provided by Operating Activities 379.5 32.6 NM 712.6 385.2 85 Depreciation, Depletion and Amortization 169.8 147.9 15 648.2 614.8 5 Dividends Paid 38.9 21.3 83 138.4 85.7 61 Cash Capital Expenditures Exploration and production (incl. cash dry hole expense) 158.3 175.9 (10) 479.6 962.7 (50) Chemicals - Pigment 21.8 20.3 7 76.3 68.7 11 Chemicals - Other 6.9 4.8 44 14.4 23.4 (38) ------ ------- -------- -------- 187.0 201.0 (7) 570.3 1,054.8 (46) All other 1.8 1.5 20 6.1 8.0 (24) Discontinued operations - - NM - 10.3 NM ------ ------- -------- -------- Total (incl. cash dry hole expense) $188.8 $202.5 (7) $ 576.4 $1,073.1 (46) ====== ======= ======== ======== (*) Prior year amounts have been restated to reflect the merger with Oryx Energy Company.
KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES (Unaudited)
Fourth Quarter Ended Twelve Months Ended December 31, % Inc December 31, % Inc ---------------------- -------------------------- (Millions of dollars) 1999 1998 (*) (Dec) 1999 1998 (*) (Dec) ------- -------- ------ -------- -------- ------ Segment Information Sales Exploration and production $553.9 $298.1 86 $1,769.7 $1,267.4 40 Chemicals - Pigment 189.7 174.9 8 699.6 639.5 9 Chemicals - Other 56.8 63.4 (10) 226.5 293.1 (23) ------ ------- -------- -------- 800.4 536.4 49 2,695.8 2,200.0 23 All other 0.1 0.1 - 0.3 0.3 - ------ ------- -------- -------- Total $800.5 $536.5 49 $2,696.1 $2,200.3 23 ====== ======= ======== ======== Operating Profit (Loss) Exploration and production Domestic $138.7 $ 37.1 NM $385.2 $162.3 137 North Sea 115.9 4.6 NM 296.2 97.6 NM Other International 7.6 5.3 43 20.4 17.5 17 ------ ------- -------- -------- Total Production Operations 262.2 47.0 NM 701.8 277.4 153 Exploration Expense (45.9) (64.8) (29) (139.7) (214.5) (35) Restructuring Reserve - (7.4) NM - (34.5) NM Asset Impairment - (389.0) NM - (389.0) NM Transition Costs (6.0) - NM (20.5) - NM ------ ------- -------- -------- 210.3 (414.2) NM 541.6 (360.6) NM ------ ------- -------- -------- Chemicals Pigment 31.2 (6.3) NM 113.0 56.2 101 Other 4.1 (23.5) NM 13.9 (0.2) NM ------ ------- -------- -------- 35.3 (29.8) NM 126.9 56.0 127 ------ ------- -------- -------- Total 245.6 (444.0) NM 668.5 (304.6) NM Net Interest Expense (43.8) (30.7) 43 (176.2) (118.8) 48 Income (Loss) from Equity Affiliates 4.8 1.0 NM 16.0 (11.6) NM Other Expense (29.6) (36.6) (19) (88.2) (85.5) 3 Merger Costs (8.3) - NM (163.4) - NM Taxes on Income (59.0) 185.6 NM (110.5) 175.5 NM ------ ------- -------- -------- Income (Loss) from Continuing Operations 109.7 (324.7) NM 146.2 (345.0) NM Income from Discontinued Operations, Net of Income Taxes - - NM - 277.4 NM Cumulative Effect of a Change in Accounting Principle, Net of Income Taxes - - NM (4.1) - NM ------ ------- -------- -------- Net Income (Loss) $109.7 $(324.7) NM $142.1 $ (67.6) NM ====== ======= ======== ======== Net Operating Profit (Loss) Exploration and production $130.3 $(279.8) NM $337.6 $ (266.6) NM Chemicals - Pigment 20.9 (3.6) NM 73.3 35.5 106 Chemicals - Other 2.8 (15.2) NM 9.1 (0.1) NM ------ ------- -------- -------- Total 154.0 (298.6) NM 420.0 (231.2) NM Net Interest Expense (27.7) (20.0) 39 (116.6) (76.4) 53 Income (Loss) from Equity Affiliates 3.1 1.0 NM 10.4 (11.6) NM Other Expense (14.2) (7.1) 100 (51.6) (25.8) 100 Merger Costs (5.5) - NM (116.0) - NM Income from Discontinued Operations, Net of Income Taxes - - NM - 277.4 NM Cumulative Effect of a Change in Accounting Principle, Net of Income Taxes - - NM (4.1) - NM ------ ------- -------- -------- Net Income (Loss) $109.7 $(324.7) NM $142.1 $ (67.6) NM ====== ======= ======== ======== Selected Exploration and Production Information Depreciation and depletion $141.2 $117.2 20 $536.8 $486.6 10 Dry hole expense 18.6 34.7 (46) 42.6 100.2 (57) Production (lifting) cost (**) 138.9 118.9 17 432.0 391.3 10 (*) Prior year amounts have been restated to reflect the merger with Oryx Energy Company. (**) Includes operating expenses, abandonment provision and production taxes.
KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES (Unaudited)
Fourth Quarter Ended Twelve Months Ended December 31, % Inc December 31, % Inc --------------------- ---------------------- (Millions of dollars) 1999 1998 (*) (Dec) 1999 1998 (*) (Dec) ------- -------- ----- -------- -------- ----- Segment Information Excluding Special Items Operating Profit Exploration and production Domestic $138.7 $ 37.0 NM $385.2 $ 161.7 138 North Sea 115.9 4.6 NM 296.2 97.6 NM Other International 7.6 5.3 43 20.4 17.5 17 ------ ------- ------- ------- Total Production Operations 262.2 46.9 NM 701.8 276.8 154 Exploration Expense (45.9) (64.8) (29) (139.7) (214.5) (35) ------ ------- ------- ------- 216.3 (17.9) NM 562.1 62.3 NM ------ ------- ------- ------- Chemicals Pigment 31.2 25.2 24 113.0 89.3 27 Other 4.1 2.0 105 14.7 25.8 (43) ------ ------- ------- ------- 35.3 27.2 30 127.7 115.1 11 ------ ------- ------- ------- Total 251.6 9.3 NM 689.8 177.4 NM Net Interest Expense (45.0) (37.2) 21 (177.4) (137.9) 29 Income from Equity Affiliates 4.8 3.0 60 16.0 17.5 (9) Other Expense (10.6) (1.2) NM (56.1) (55.0) 2 Taxes on Income (70.6) 5.2 NM (176.6) (26.4) NM ------ ------- ------- ------- Income (Loss) from Continuing Operations 130.2 (20.9) NM 295.7 (24.4) NM Income from Discontinued Operations, Net of Income Taxes - - NM - 277.4 NM Special Items, Net of Taxes (20.5) (303.8) (93) (149.5) (320.6) (53) Cumulative Effect of a Change in Accounting Principle, Net of Income Taxes - - NM (4.1) - NM ------ ------- ------- ------- Net Income (Loss) $109.7 $(324.7) NM $142.1 $ (67.6) NM ====== ======= ======= ======= Net Operating Profit (Loss) Exploration and production $134.2 $(16.0) NM $351.0 $ 7.9 NM Chemicals - Pigment 20.9 16.9 24 73.3 57.0 29 Chemicals - Other 2.8 1.4 100 9.6 16.9 (43) ------ ------- ------- ------- Total 157.9 2.3 NM 433.9 81.8 NM Net Interest Expense (28.5) (24.2) 18 (117.4) (88.7) 32 Income from Equity Affiliates 3.1 3.0 3 10.4 17.5 (41) Other Expense (2.3) (2.0) 15 (31.2) (35.0) (11) Income from Discontinued Operations, Net of Income Taxes - - NM - 277.4 NM Special Items, Net of Taxes (20.5) (303.8) (93) (149.5) (320.6) (53) Cumulative Effect of a Change in Accounting Principle, Net of Income Taxes - - NM (4.1) - NM ------ ------- ------- ------- Net Income (Loss) $109.7 $(324.7) NM $142.1 $ (67.6) NM ====== ======= ======= ======= Special Items, Net of Income Taxes Income tax settlement $ 1.2 $ 22.0 (95) $ 1.2 $ 41.2 (97) Settlements with insurance carriers - 1.6 NM - 8.0 NM Effect of tax rate change - U.K. - 1.3 NM - 7.8 NM Asset impairment - (299.0) NM - (299.0) NM Merger costs (5.5) - NM (116.0) - NM Noncash charge by equity affiliate - - NM - (27.1) NM Environmental provisions, net - (26.3) NM - (26.5) NM Litigation Reserves (12.3) - NM (19.6) (1.6) NM Transition costs (3.9) - NM (14.5) - NM Restructuring accrual - (4.8) NM (0.6) (25.4) (98) Other - 1.4 NM - 2.0 NM ------ ------- ------- ------- Total $(20.5) $(303.8) (93) $(149.5) $(320.6) (53) ====== ======= ======= ======= (*) Prior year amounts have been restated to reflect the merger with Oryx Energy Company.
KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES (Unaudited)
Fourth Quarter Ended Twelve Months Ended December 31, % Inc December 31, % Inc --------------------- --------------------- 1999 1998 (*) (Dec) 1999 1998 (*) (Dec) -------- -------- ----- --------- --------- ----- Crude oil & condensate production (thousands of bbls/day) Domestic Offshore 67.3 43.7 54 60.7 42.5 43 Onshore 18.6 21.1 (12) 18.6 23.7 (22) North Sea 98.3 89.5 10 102.9 87.4 18 Other International 12.7 16.6 (23) 14.7 18.4 (20) ------ ------ ------ ------ Total 196.9 170.9 15 196.9 172.0 14 ====== ====== ====== ====== Average price of crude oil sold (per bbl.) (per bbl.) Domestic Offshore $21.37 $10.22 109 $16.28 $11.79 38 Onshore 22.71 11.00 106 17.54 12.64 39 North Sea 23.70 10.79 120 17.77 12.33 44 Other International 20.83 8.77 138 14.34 9.90 45 Average $22.75 $11.39 100 $17.15 $12.52 37 Natural gas sold (MMCF/day) Domestic Offshore 347 335 4 353 327 8 Onshore 179 194 (8) 170 214 (21) North Sea 75 37 103 57 43 33 ------ ------ ------ ------ Total 601 566 6 580 584 (1) ====== ====== ====== ====== Average price of natural gas sold (per MCF) (per MCF) Domestic Offshore $ 2.59 $ 1.96 32 $ 2.26 $ 2.06 10 Onshore 2.63 1.98 33 2.30 2.02 14 North Sea 2.01 2.53 (21) 2.12 2.46 (14) Average $ 2.56 $ 2.10 22 $ 2.35 $ 2.12 11 Industrial and specialty chemical sales (thousands of metric tons) 146 135 8 518 481 8 Heavy minerals sales (thousands of metric tons) 16 21 (24) 43 69 (38) Treated forest product sales (millions of board feet) 36 44 (18) 182 225 (19) (*) Prior year amounts have been restated to reflect the merger with Oryx Energy Company.
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