Kerr-McGee to Call Convertible Subordinated Debentures

Kerr-McGee Corp. (NYSE: KMG) intends to call for redemption on March 4, 2005, all of the $600 million aggregate principal amount of 5.25% convertible subordinated debentures due 2010. Holders of the debentures may convert the debentures into shares of Kerr-McGee Corporation common stock at a conversion price of $61.0763 per share at any time prior to the close of business on March 2, 2005. The agent for the redemption and/or conversion is Citibank, N.A.

In accordance with the terms of the debentures, Kerr-McGee will pay the holders of the debentures the redemption price of 102.625% of the principal amount of each debenture, plus interest accrued and unpaid to, but excluding, the redemption date.

Kerr-McGee expects to redeem the debentures using a combination of proceeds from short-term borrowings under its $1.5 billion revolving credit facility, together with proceeds from a long-term debt offering, if necessary.
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