UNITED
STATES
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
Date
of Report:
April
8, 2005
(Date
of Earliest Event Reported: April 7, 2005)
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816 |
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(State or
other jurisdiction of
incorporation
or organization) |
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(Commission
File Number) |
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(I.R.S.
Employer
Identification
No.) |
El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 4.04
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review.
On April 7, 2005, the Audit Committee of our Board of Directors concluded that previously issued financial statements for El Paso's 2003 fourth quarter and fiscal year ended December 31, 2003 should no longer be relied upon because of an error in those financial statements.
The restatement of
these financial statements is necessary to reclassify a deferred tax benefit
related to our discontinued Canadian exploration and production operations.
These operations were classified as discontinued operations in 2004, and in
accordance with generally accepted accounting principles, the financial
statements for 2003 and 2002 were revised to reclassify revenue and expenses for
these operations from continuing to discontinued operations. This revision
should also have included $82 million of deferred tax benefits associated
with our investment in those operations that was reported as a benefit
to continuing operations in El Paso’s
recently filed 2004 annual report on Form 10-K. The restatement
will not impact 2003 net income, EBIT, or cash flow. Further it has no
impact on the financial statements for 2004 and 2002. The impact of the
restatement is as follows:
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For the Year
Ended |
For
the Quarter Ended | ||||
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December 31,
2003 |
December 31,
2003 | ||||
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As
Reported |
As
Restated |
As
Reported |
As
Restated | ||
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(In Millions
except per common share amounts) | |||||
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Income taxes
(benefit) |
$(551) |
$(469) |
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Loss from
continuing operations |
(523) |
(605) |
$
(84) |
$(166) | |
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Discontinued
operations, net of income taxes |
(1,396) |
(1,314) |
(201) |
(119) | |
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Basic and
diluted loss per share: |
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Loss from continuing operations |
(0.87) |
(1.01) |
(0.14) |
(0.27) | |
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Discontinued operations, net of income taxes |
(2.34) |
(2.20) |
(0.33) |
(0.20) | |
The Audit Committee
of our Board of Directors and certain authorized officers have discussed the
matters described above with PricewaterhouseCoopers LLP, our independent
accountant.
Management has determined that the restatement is related to our
previously reported material weakness regarding Identification, Capture and
Communication of Financial Data Used in Accounting for Non-Routine Transactions
or Activities. Accordingly, the restatement does not constitute an
additional material weakness and has not caused us to modify our previously
issued Report on Internal Control Over Financial Reporting.
Item 8.01
Other Information.
On April 7, 2005,
we announced that we would restate our 2003 fourth quarter and fiscal year ended
December 31, 2003 financial results in order to reclassify the deferred tax
benefit related to the sale of our Canadian exploration and production
properties. A copy of our press release is attached as Exhibit
99.A.
Item 9.01
Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
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Number
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Description
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99.A
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Press Release
dated April 7, 2005 |
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 thereunto duly
authorized.
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EL
PASO CORPORATION | |
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By: |
/s/
Jeffrey I. Beason |
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Jeffrey
I. Beason |
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Senior Vice
President and Controller |
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(Principal Accounting
Officer) |
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Dated: April
8, 2005
EXHIBIT INDEX
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Exhibit
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Number
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Description
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99.A
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Press Release
dated April 7, 2005 |