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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-K/A
(AMENDMENT NO. 2)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 1-14365
EL PASO CORPORATION
(FORMERLY EL PASO ENERGY CORPORATION)
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0568816
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
TELEPHONE NUMBER: (713) 420-2600
INTERNET WEBSITE: WWW.ELPASO.COM
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, par value $3 per share New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ].
STATE THE AGGREGATE MARKET VALUE OF THE VOTING AND NON-VOTING COMMON EQUITY
HELD BY NON-AFFILIATES OF THE REGISTRANT.
Aggregate market value of the voting stock (which consists solely of shares
of common stock) held by non-affiliates of the registrant as of June 28, 2002,
computed by reference to the closing sale price of the registrant's common stock
on the New York Stock Exchange on such date: $12,055,450,292.
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
Common Stock, par value $3 per share. Shares outstanding on June 25, 2003:
598,877,054
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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EXPLANATORY NOTE
This Amendment on Form 10-K/A constitutes Amendment No. 2 to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2002, which was
originally filed with the Securities and Exchange Commission (SEC) on March 31,
2003 (Annual Report). Amendment No. 1 to our Annual Report was previously filed
with the SEC on April 30, 2003. We are hereby amending and restating the
disclosure set forth in the Annual Report in Item 14 in its entirety.
This Amendment only amends Item 14 of the Annual Report as specified above.
It does not affect the original financial statements and footnotes filed in the
Annual Report and does not reflect events occurring after the original filing
date of March 31, 2003.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of Controls and Procedures. Under the supervision and with the
participation of management, including our principal executive officer and
principal financial officer, we have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (Disclosure Controls)
and internal controls (Internal Controls) within 90 days of the filing date of
this Annual Report pursuant to Rules 13a-15 and 15d-15 under the Securities
Exchange Act of 1934 (Exchange Act).
Definition of Disclosure Controls and Internal Controls. Disclosure
Controls are our controls and other procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified under the Exchange Act. Disclosure Controls include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure. Internal Controls are procedures
which are designed with the objective of providing reasonable assurance that (1)
our transactions are properly authorized; (2) our assets are safeguarded against
unauthorized or improper use; and (3) our transactions are properly recorded and
reported, all to permit the preparation of our financial statements in
conformity with generally accepted accounting principles.
Limitations on the Effectiveness of Controls. El Paso Corporation's
management, including the principal executive officer and principal financial
officer, does not expect that our Disclosure Controls and Internal Controls will
prevent all errors and all fraud. The design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the company have
been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of
simple errors or mistakes. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events.
Therefore, a control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Our Disclosure Controls and Internal Controls are
designed to provide such reasonable assurances of achieving our desired control
objectives, and our principal executive officer and principal financial officer
have concluded that our Disclosure Controls and Internal Controls are effective
in achieving that level of reasonable assurance.
No Significant Changes in Internal Controls. We have sought to determine
whether there were any "significant deficiencies" or "material weaknesses" in El
Paso Corporation's Internal Controls, or whether the company had identified any
acts of fraud involving personnel who have a significant role in El Paso
Corporation's Internal Controls. This information was important both for the
controls evaluation generally and because the principal executive officer and
principal financial officer are required to disclose that information to our
Board's Audit Committee and our independent auditors and to report on related
matters in this section of the Annual Report. The principal executive officer
and principal financial officer note that, from the date of the controls
evaluation to the date of this Annual Report, there have been no significant
changes in Internal
1
Controls or in other factors that could significantly affect Internal Controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Effectiveness of Disclosure Controls. Based on the controls evaluation,
our principal executive officer and principal financial officer have concluded
that the Disclosure Controls are effective to ensure that material information
relating to El Paso Corporation and its consolidated subsidiaries is made known
to management, including the principal executive officer and principal financial
officer, on a timely basis.
Officer Certifications. The certifications from the principal executive
officer and principal financial officer required under Sections 302 and 906 of
the Sarbanes-Oxley Act of 2002 have been included herein, or as Exhibits to this
Annual Report, as appropriate.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, El Paso Corporation has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
on the 25th day of June 2003.
EL PASO CORPORATION
Registrant
By /s/ D. DWIGHT SCOTT
-----------------------------------
D. Dwight Scott
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
El Paso Corporation and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board, Chief June 25, 2003
----------------------------------------------------- Executive Officer and Director
Ronald L. Kuehn, Jr. (Principal Executive Officer)
/s/ D. DWIGHT SCOTT Executive Vice President and June 25, 2003
----------------------------------------------------- Chief Financial Officer
D. Dwight Scott (Principal Financial Officer)
/s/ JEFFREY I. BEASON Senior Vice President and June 25, 2003
----------------------------------------------------- Controller
Jeffrey I. Beason (Principal Accounting Officer)
* Director June 25, 2003
-----------------------------------------------------
John M. Bissell
* Director June 25, 2003
-----------------------------------------------------
Juan Carlos Braniff
* Director June 25, 2003
-----------------------------------------------------
James L. Dunlap
* Director June 25, 2003
-----------------------------------------------------
Robert W. Goldman
* Director June 25, 2003
-----------------------------------------------------
Anthony W. Hall Jr.
* Director June 25, 2003
-----------------------------------------------------
J. Carleton MacNeil Jr.
* Director June 25, 2003
-----------------------------------------------------
Thomas R. McDade
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SIGNATURE TITLE DATE
--------- ----- ----
* Director June 25, 2003
-----------------------------------------------------
J. Michael Talbert
* Director June 25, 2003
-----------------------------------------------------
Malcolm Wallop
* Director June 25, 2003
-----------------------------------------------------
John L. Whitmire
* Director June 25, 2003
-----------------------------------------------------
Joe B. Wyatt
*By: /s/ PEGGY A. HEEG
------------------------------------------------
Peggy A. Heeg
Attorney-in-fact
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CERTIFICATION
I, Ronald L. Kuehn, Jr., certify that:
1. I have reviewed this annual report on Form 10-K/A of El Paso
Corporation;
2. Based on my knowledge, this annual 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 annual
report;
3. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
4. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
5. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ RONALD L. KUEHN, JR.
--------------------------------------
Ronald L. Kuehn, Jr.
Chairman of the Board and Chief
Executive Officer (Principal Executive
Officer)
El Paso Corporation
Date: June 25, 2003
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CERTIFICATION
I, D. Dwight Scott, certify that:
1. I have reviewed this annual report on Form 10-K/A of El Paso
Corporation;
2. Based on my knowledge, this annual 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 annual
report;
3. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
4. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
5. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ D. DWIGHT SCOTT
--------------------------------------
D. Dwight Scott
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
El Paso Corporation
Date: June 25, 2003
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EL PASO CORPORATION
EXHIBIT LIST
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.A Certification of Principal Executive Officer pursuant to 18
U.S.C. sec. 1350 as adopted pursuant to sec. 906 of the
Sarbanes-Oxley Act of 2002.
99.B Certification of Principal Financial Officer pursuant to 18
U.S.C. sec. 1350 as adopted pursuant to sec. 906 of the
Sarbanes-Oxley Act of 2002.