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 September 15, 2004 -------------------------------------------------- (Date of Report - Date of earliest event reported) KERR-McGEE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-16619 73-1612389 - -------------- ------------------------ ------------------- (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 2.05 Costs Associated with Exit or Disposal of Activities On September 14, 2004, Kerr-McGee Corporation approved plans to shut down its titanium dioxide pigment sulfate production at its Savannah, Georgia facility by the end of September 2004. The company also plans to end production at the Savannah gypsum plant that uses by-product from the sulfate process to manufacture gypsum. The Savannah facility's workforce of 410 will be reduced by approximately 100 positions. In addition, the facility will decrease its daily contractor workforce by approximately 40 positions. Demand and prices for sulfate anatase pigments, particularly in the paper market, have declined in North America consistently during the past several years. The decreasing volumes, along with unanticipated environmental and infrastructure issues discovered when Kerr-McGee acquired the facility in 2000, created unacceptable financial returns for the Savannah sulfate facility and contributed to the decision. Kerr-McGee expects to recognize the following charges related to its Savannah pigment facilities, which include charges related to the shut down of the sulfate facility as well as charges unrelated to the shut down: Third Total Quarter Expected Description 2004 Charges - -------------------------------------------------------------------------------- Charges associated with shut down: $ in millions - --------------------------------- Write-down of property, plant and equipment and intangible assets $ 67 - $ 70 $ 67 - $ 70 Asset retirement obligation 13 - 14 15 - 16 Inventory adjustment for estimated reduction in net realizable value 11 - 12 11 - 12 Termination benefits 7 - 8 7 - 8 Contract termination costs 7 - 8 7 - 8 Demolition costs - 0 - 10 ----------- ----------- Total costs associated with shut down 105 - 112 107 - 124 Charges not related to shut down: - --------------------------------- Write-down of property, plant and equipment 10 - 18 10 - 18 ----------- ----------- Total charges $115 - $130 $117 - $142 =========== =========== After-tax charge $ 75 - $ 85 $ 76 - $ 92 =========== =========== Future cash expenditures related to the shut down are expected to be between $6 million and $13 million net of taxes. Item 7.01 Regulation FD A copy of the September 15, 2004 press release announcing the shutdown is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated September 15, 2004 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: (John M. Rauh) ----------------------------- John M. Rauh Vice President and Controller Dated: September 15, 2004