Exhibit 31.1
CERTIFICATION
I, Luke R. Corbett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Kerr-McGee
Corporation (the "company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the company as of, and for, the periods presented in this
quarterly report;
4. The company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company
and we have:
i. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period
in which this quarterly report is being prepared;
ii. evaluated the effectiveness of the company's disclosure controls
and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this quarterly
report based on our evaluation; and
iii. disclosed in this quarterly report any change in the company's
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) that occurred during the
company's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the company's
internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the company's auditors and the audit committee of the company's board
of directors:
i. all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the company's ability to
record, process, summarize and report financial information; and
ii. any fraud, whether or not material, that involves management or
other employees who have a significant role in the company's
internal control over financial reporting.
/s/ Luke R. Corbett
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Luke R. Corbett
Chief Executive Officer
November 11, 2003
Exhibit 31.2
CERTIFICATION
I, Robert M. Wohleber, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Kerr-McGee
Corporation (the "company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the company as of, and for, the periods presented in this
quarterly report;
4. The company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company
and we have:
i. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period
in which this quarterly report is being prepared;
ii. evaluated the effectiveness of the company's disclosure controls
and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this quarterly
report based on our evaluation; and
iii. disclosed in this quarterly report any change in the company's
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) that occurred during the
company's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the company's
internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the company's auditors and the audit committee of the company's board
of directors:
i. all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the company's ability to
record, process, summarize and report financial information; and
ii. any fraud, whether or not material, that involves management or
other employees who have a significant role in the company's
internal control over financial reporting.
/s/ Robert M. Wohleber
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Robert M. Wohleber
Chief Financial Officer
November 11, 2003