El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
3-May-2004
El Paso Corporation Announces Findings of Independent ReviewHOUSTON, TEXAS, May 3, 2004—El Paso Corporation (NYSE:EP)
announced today the findings of the independent review of the Audit
Committee of the company's board of directors concerning revisions to its
oil and natural gas reserves.
On February 17, 2004, El Paso announced that its proved oil and natural
gas reserves were being revised lower by approximately 1.8 trillion cubic
feet of natural gas equivalent (Tcfe). Concurrently, the Audit Committee
initiated an independent review to determine the factors that contributed
to the revisions. The review has been conducted by independent counsel,
Haynes and Boone, LLP, over the last two months. The review was intended to
assess the reasons for the revisions, evaluate and make recommendations on
any improvements in the internal controls associated with the booking of
reserves, and determine if there were any instances of misconduct. The
review has included the completion of more than 200 interviews and the
review of more than 100,000 documents. While a limited number of interviews
and document reviews are still being conducted, the company does not expect
that the findings made as of today will change materially. El Paso will
provide an update if additional material findings arise with the completion
of the review.
The review of Haynes and Boone has found that during the period from the
beginning of 1999 through the end of 2003, certain employees used
aggressive and, at times, unsupportable methods to book proved reserves. In
addition, certain employees provided proved reserve estimates that they
knew or should have known were incorrect at the time they were reported.
The independent review confirms El Paso's previous assessment that the
financial statements for El Paso Corporation, El Paso CGP Company (EPCGP),
and El Paso Production Holding Company (EPPH) should be restated. As
announced earlier, investors should not rely on previously filed reports
for these registrants until further notice from the company. The company
will discuss with the Securities and Exchange Commission (SEC) its plans
for such restatements and will work to file its Form 10-K for 2003 and any
required restated financial statements for prior periods as soon as
possible. Currently, the company plans to restate the financial statements
of El Paso Corporation, EPCGP, and EPPH from 1999 through 2003. The first
quarter 2004 Form 10-Qs for these registrants will be delayed pending the
filing of the Form 10-Ks.
Independent counsel to the Audit Committee also discussed the roles of
current senior executive management in the reserve revisions. Independent
counsel advised the Audit Committee that the current senior executive
management team of El Paso Corporation did not participate in the
inaccurate booking and the resulting overstatement of reserves. Independent
counsel also advised the Audit Committee that the process conducted to
estimate El Paso's proved reserves at December 31, 2003 was sound and that
the reserves the company recently announced were estimated in accordance
with applicable guidelines.
"El Paso's board of directors fully accepts the findings of the
independent review," said Ronald L. Kuehn, Jr., chairman of the board
of El Paso Corporation. "This process is an important milestone for
all stakeholders as we take the necessary steps to ensure the integrity of
the company's reserve reporting process."
The board of directors is actively working to implement controls and
procedures that will ensure the integrity of the company's reserve booking
process. The following controls are either in place or are being
implemented:
(1) formation of an internal committee of the company to routinely review
the company's oil and natural gas reserves, which will be staffed with
appropriate technical, financial reporting, and legal expertise;
(2) continued use of an independent third-party engineering firm that will
be selected by and report annually to the Audit Committee of the board of
directors with a subsequent report by the Audit Committee to the full board
of directors of the company;
(3) formation of a centralized reserve reporting function that is separated
from the operating divisions and reports directly to the president of
Production and Nonregulated Operations;
(4) revisions in the company's documentation procedures and controls for
estimating proved reserves;
(5) improved training regarding SEC guidelines for booking proved reserves;
and
(6) enhanced internal audit reviews.
In addition, there have been significant changes already implemented in
the organization. These changes include the addition of individuals with
extensive exploration and production experience, including five new board
members and three new members of the company's executive management team.
The changes in the company's executive management include the appointment
of Doug Foshee as the president and chief executive officer of El Paso
Corporation, Lisa Stewart as the president of Production and Nonregulated
Operations, and Jeff Sherrick as the senior vice president of the company's
production business in charge of the reserve estimation process.
The company continues to cooperate with the SEC and the U.S. Attorney's
office on the results of these reviews.
El Paso Corporation provides natural gas and related energy products in
a safe, efficient, dependable manner. The company owns North America's
largest natural gas pipeline system and one of North America's largest
independent natural gas producers. For more information, visit
www.elpaso.com.
Note to Editors:
Total proved reserves at December 31, 2003 were estimated to be
approximately 2.6 Tcfe. A copy of the company's February 17, 2004 press
release can be viewed on its web site at http://www.elpaso.com/press/newsquery.asp?sId=4252.
In addition, an audio replay of El Paso's February 17, 2004 webcast along
with charts used during that webcast is available at http://www.elpaso.com/investor/presentations.shtm.
This release includes forward-looking statements and projections,
made in reliance on the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The company has made every reasonable effort
to ensure that the information and assumptions on which these statements
and projections are based are current, reasonable, and complete. However, a
variety of factors could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed in this
release, including, without limitation, any developments arising from
additional reviews of the reserve revisions performed internally or by
independent counsel to the Audit Committee; the extent and time periods
involved in the restatement of our prior years' financial results; the
upcoming discussions with the SEC regarding the company's plan for
restatement of prior years' financial results; the potential impact of the
restatement of financial results on our access to capital (including
borrowings under credit arrangements); the availability of certain
information required to complete some alternative forms of restatement
associated with the reserve revisions; further changes in reserve estimates
based upon internal and third party reserve analyses; uncertainties
associated with the outcome of governmental investigations; outcome of
litigation including shareholder derivative and class actions related to
reserve revisions and restatements; consequences arising from the delay in
filing of our periodic reports; and other factors described in the
company's (and its affiliates') Securities and Exchange Commission filings.
While the company makes these statements and projections in good faith,
neither the company nor its management can guarantee that anticipated
future results will be achieved. Reference must be made to those filings
for additional important factors that may affect actual results. The
company assumes no obligation to publicly update or revise any
forward-looking statements made herein or any other forward-looking
statements made by the company, whether as a result of new information,
future events, or otherwise.
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