Filed On 6/29/05 5:04pm ET · SEC File 1-14365 · Accession Number 1066107-5-167
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6/29/05 El Paso Corp/DE 11-K 6/28/05 2:28
Annual Report of an Employee Stock Purchase, Savings or Similar Plan · Form 11-K
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Document/Exhibit Description Pages Size
1: 11-K Ep 11-K 06-28-2005 HTML 126K
2: EX-23.1 Consent of Experts or Counsel HTML 6K
11-K · Ep 11-K 06-28-2005
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
11-K
ANNUAL
REPORT
PURSUANT
TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark
One):
|
x
|
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
(NO FEE REQUIRED, EFFECTIVE OCTOBER 7,
1996)
|
OR
|
o
|
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
(NO FEE REQUIRED)
|
For
the transition period from
to
| |
A.
|
Full
title of the plan and the address of the plan, if different from
that of
the issuer named below:
|
EL
PASO CORPORATION
RETIREMENT
SAVINGS PLAN
(Full
title of the Plan)
(herein
referred to as the "Plan")
| |
B.
|
Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
|
EL
PASO CORPORATION
(Name
of the issuer of the securities held pursuant to the Plan)
(herein
referred to as the "Company")
1001
Louisiana Street
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_________________
FINANCIAL
STATEMENTS AND
SUPPLEMENTAL
SCHEDULE WITH
REPORT
OF
INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
RETIREMENT
SAVINGS PLAN
____________
FINANCIAL
STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INDEX
| |
Page
|
| |
|
|
Report
of
Independent Registered Public Accounting Firm
|
2
|
| |
|
|
Financial
Statements:
Statement
of
Net Assets Available for Plan Benefits
|
3
|
| |
|
|
Statement
of
Changes in Net Assets Available for Plan Benefits
|
4
|
| |
|
Notes
to
Financial Statements
|
5
|
| |
|
|
Supplemental
Schedule:
|
|
| |
|
|
Schedule
H,
Line 4i - Schedule of Assets (Held at End of Year)
|
17
|
| |
|
|
Consent
of
Independent Registered Public Accounting Firm
|
19
|
Report
of
Independent Registered Public Accounting Firm
To the
Participants
and Administrator of
The
El Paso
Corporation Retirement Savings Plan:
In
our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available
for benefits present fairly, in all material respects, the net assets
available for benefits of the El Paso Corporation Retirement Savings
Plan (the
“Plan”)
at December
31, 2004 and
2003, and the
changes in net assets available for benefits for the year ended December 31,
2004 in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan’s management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
Our
audits were
conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule listed in the index
on
page 1 is presented for the purpose of additional analysis and is not
a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Houston,
Texas
|
EL
PASO CORPORATION
|
|
RETIREMENT
SAVINGS PLAN
|
| |
|
STATEMENT
OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
|
|
(
In
thousands )
|
| |
| |
| |
| |
|
| |
|
|
|
|
2003
|
| |
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
| |
| |
Investments
(See Note 3)
|
$
|
682,128
|
|
$
|
671,622
|
| |
|
|
|
|
|
|
| |
Receivables
|
|
|
|
|
|
| |
|
Interest
|
|
51
|
|
|
61
|
| |
|
Dividends
|
|
573
|
|
|
776
|
| |
|
Participant
contributions
|
|
1,201
|
|
|
1,611
|
| |
|
Employer
contributions
|
|
12,790
|
|
|
583
|
| |
|
Total
receivables
|
|
14,615
|
|
|
3,031
|
| |
|
|
|
|
|
|
|
| |
|
Total
assets
|
|
696,743
|
|
|
674,653
|
| |
|
LIABILITIES
|
| |
| |
Accrued
expenses
|
|
438
|
|
|
581
|
| |
Amounts
due
to others
|
|
2,281
|
|
|
912
|
|
|
| |
|
Total
liabilities
|
|
2,719
|
|
|
1,493
|
| |
|
NET
ASSETS AVAILABLE FOR PLAN BENEFITS
|
$
|
694,024
|
|
$
|
673,160
|
The
accompanying
notes are an integral part of these financial statements.
|
ELPASO
CORPORATION
|
|
RETIREMENT
SAVINGS PLAN
|
| |
|
STATEMENT
OF CHANGES IN NET ASSETS
|
|
AVAILABLE
FOR PLAN BENEFITS
|
|
(
In
thousands )
|
| |
| |
| |
For
the
|
| |
year
ended
|
| |
|
| |
|
|
|
ADDITIONS
|
|
|
| |
|
|
|
|
| |
Dividends
|
$
|
7,134
|
| |
Interest
|
|
10,180
|
| |
Net
appreciation in fair value of
|
|
|
| |
investments
|
|
56,254
|
| |
|
Net
investment income
|
|
73,568
|
| |
|
|
|
|
| |
Contributions
|
|
|
| |
|
Employer
|
|
28,315
|
| |
|
Participants
|
|
40,972
|
| |
|
Total
contributions
|
|
69,287
|
| |
|
Total
additions
|
|
142,855
|
| |
|
|
|
|
|
DEDUCTIONS
|
|
|
| |
|
|
|
|
| |
Benefits
paid
to participants
|
|
120,629
|
| |
Administrative
fees
|
|
1,362
|
| |
|
Total
deductions
|
|
121,991
|
| |
Net
increase
|
|
20,864
|
| |
|
|
|
|
| |
Net
assets
available for Plan benefits
|
|
|
| |
|
Beginning
of
period
|
|
673,160
|
| |
|
|
|
|
| |
|
End
of
period
|
$
|
694,024
|
The
accompanying
notes are an integral part of these financial statements.
RETIREMENT
SAVINGS PLAN
____________
NOTES
TO FINANCIAL
STATEMENTS
1. DESCRIPTION
OF
PLAN
The
following
description of the El Paso Corporation Retirement Savings Plan (the “Plan”)
provides general information about the Plan’s provisions in effect for the plan
year ended December 31, 2004. Participants should refer to the Plan documents
and summary plan description for a more complete description of the Plan’s
provisions.
General
The
Plan is a
defined contribution plan covering eligible employees of El Paso Corporation
(the “Company”) and its participating employers, except leased employees,
certain nonresident aliens, certain foreign nationals, and members of any unit
covered by a collective bargaining agreement. The Committee for the Retirement
Savings Plan (the “Committee”) is responsible for the general administration of
the Plan as described in the Plan document. Until September 1, 2003,
Deutsche Bank Trust Company Americas (“Deutsche Bank”) was the trustee for the
Plan. Effective September 1, 2003, State Street Bank and Trust Company (“State
Street”) became the trustee of the Plan. Hewitt Associates is the recordkeeper
for the Plan. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”).
Contributions
Prior
to May 1,
2003, a participant could elect to make basic contributions from 2 percent
to
15 percent on a before or after tax basis. Effective May 1, 2003, a
participant may elect to make basic contributions from 2 percent to 25 percent
on a before tax basis and 2 percent to 15 percent on an after tax basis
of
his or her eligible compensation. The Company will make matching contributions
in the same manner as that of participant contributions. Until July 1, 2004,
the
matching contribution was equal to 50 percent of a participant’s basic
contribution up to a maximum level of 6 percent of eligible compensation.
Effective July 1, 2004, the matching contribution was increased to 75 percent
of
a participant’s basic contribution up to a maximum level of 6 percent of
eligible compensation.
In
addition, if a
participant has elected the maximum basic contribution eligible for a matching
contribution, he or she may make after-tax supplemental contributions to the
Plan from 1 percent to 5 percent of his or her eligible compensation.
A
participant may also elect to have the amount of available cash under the
Company’s FlexPlan transferred to the Plan as a flex contribution or may make an
approved rollover contribution of a distribution received or direct transfer
from another qualified retirement plan. There are certain legal limitations,
as
provided by the Plan, applicable to contributions to the Plan. Federal income
taxes on before-tax contributions, company matching contributions, and the
earnings from the investments in the Plan are deferred until amounts are
withdrawn from the Plan by participants.
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
1.
DESCRIPTION
OF
PLAN
(Continued)
Participant
Accounts
Each
participant's
account is credited with the participant's contributions, the Company's matching
contributions, the participant's share of net earnings or losses of his or
her
respective elected investment funds under the Plan and charged with an
allocation of administrative expenses. Net investment gains and losses in a
particular investment fund and administrative expenses are allocated in
proportion to the respective participant account balances in that fund.
Vesting
A
participant’s
interest in the balance credited to his or her account is fully vested at all
times.
Upon
separation
from service with the Company, a participant whose account balance exceeds
$5,000 may elect to receive either a lump-sum or installment distribution equal
to the value of his or her account or to defer the distribution. A deferred
distribution may take the form of either a lump-sum distribution payable within,
or installments payable over, a period that ends on or before April 1 of the
year following the calendar year in which the participant attains age 70-1/2.
A
participant whose account balance does not exceed $5,000 will receive an
immediate lump-sum distribution of the amount equal to his or her account
balance. Certain in-service withdrawals may also be available, as provided
by
the Plan.
Participant
Loans
To
obtain a loan,
the participant must have a total account balance of at least $2,000 excluding
any amounts held in an “IRA Rollover Account” under the Plan. Loan amounts may
be from $1,000 to $50,000 but may not be more than 50 percent of the total
balance in the participant's account, excluding any IRA Rollover Account
balance. The 50 percent limit is reduced by the participant's highest
outstanding loan balance(s) during the prior 12-month period. Each loan is
made
from, and repaid to, the borrowing participant's account so as not to affect
the
accounts of other participants. Loan transactions are treated as a transfer
from
the participant’s account to the Loan Fund. A participant may not obtain more
than one loan during any 12-month period and may not have more than two loans
outstanding. The interest rate on a loan is 1 percent above the prime
rate,
which is determined on the last business day of the month preceding the quarter
in which the loan is taken. The interest rate is fixed for the term of the
loan.
Interest rates on participants’ loans ranged from 5% to 10.5% in 2004 and 2003.
The repayment period may be from 1 to 5 years. When a participant terminates
employment with the Company, the unpaid balance of the participant's loan(s)
will be deducted from any distributions to the participant. If the participant
elects to defer the distributions, the loan must be repaid within 60 days after
separation from service. If the loan is not repaid, it will be automatically
treated as a distribution to the participant.
RETIREMENT
SAVINGS PLAN
____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
1.
DESCRIPTION
OF
PLAN
(Continued)
Investment
Options
With
exceptions as
described below, a participant could direct the investment of his or her
contributions to the Plan or reallocate the existing balance in his or her
account among any one or more of the following investment funds during 2004.
The
diversification of securities within each investment fund is at the discretion
of the fund manager with the exception of the Company Stock Fund. For a more
complete description of the investment objectives, general information and
performance history of the funds, participants should refer to the individual
mutual fund prospectus and the summary plan description.
1)
Income
Fund
- invests
primarily in a diversified portfolio of investment contracts offered by major
insurance companies, banks and other financial institutions. The objective
of
the fund is to provide liquidity and safety of principal while providing a
higher return over time than offered by money market funds. An investment
contract is an agreement whereby the issuing entity promises a specific rate
of
return for a period of time. The contracts provide that a reduction in principal
will not occur due to a change in interest rates. These contracts usually have
maturity dates and interest rates that fluctuate to reflect the investment
performance and activity of bonds that underlie the contract. However,
like
all of the Plan's investment funds, there is an element of risk. Some of the
contracts are direct obligations of the issuing entity. To reduce the risk
of
the fund, most of the investment contracts are collateralized by fixed-income
securities held in a separate account of an insurance company, or in a trust
fund, to protect them from the general creditors of the contract issuer. The
fund may also hold cash or other short-term fixed income securities, although
these are expected to be a small percentage of the Income Fund. PRIMCO Capital
Management, Inc. manages the Income Fund.
2)
Company
Stock Fund
- invests
primarily in common stock of the Company (NYSE:EP). As with investments in
any
single stock, this fund may be more volatile (that is, subject to larger swings
in value, both up and down) than a fund that is diversified among the stocks
of
many companies. Participants who invest in the Company Stock Fund may instruct
the trustee regarding the voting of the Company's common stock allocated to
the
participant's account. The fund may also hold cash or other short-term fixed
income securities, although these are expected to be a small percentage of
the
Stock Fund.
3)
Equity Index
Fund
- invests in an
index fund designed to match the performance of the Standard and Poor’s
(S&P) Index by investing in stock of most of the 500 largest U.S. companies
comprising that Index. This fund currently invests in a commingled fund for
institutional investors known as the Daily Equity Index Fund T managed by
Barclays Global Investors.
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
1.
DESCRIPTION
OF
PLAN
(Continued)
Investment
Options
(Continued)
4)
International Equity Fund
- invests in the
publicly traded mutual fund known as the Templeton Foreign Fund managed by
Templeton Global Advisors Limited. The purpose of this fund is to invest in
companies in locations and businesses around the world where economic conditions
are favorable for growth. Because of global monetary exchange, economic and
political conditions, the risks and returns for this fund can vary significantly
from investments in domestic stocks.
5)
Large
Capitalization Equity Fund
- invests in the
publicly traded mutual fund known as the Fidelity Magellan Fund managed by
Fidelity Management & Research Company.
6)
Mid
Capitalization Equity Fund
- invests in the
publicly traded mutual fund known as the American Funds Growth Fund of America
(Class A) managed by Capital Research and Management Company.
7)
Small
Capitalization Equity Fund
- invests in the
publicly traded mutual fund known as the AIM Small Cap Growth Fund “A” managed
by AIM Capital Management.
8)
Asset
Allocation Fund
- invests in the
publicly traded mutual fund known as the Dodge & Cox Balanced Fund managed
by Dodge & Cox.
9)
Large
Capitalization Value Fund
- invests in the
publicly traded mutual fund known as the Dodge & Cox Large Cap Value Fund
managed by Dodge & Cox.
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
2.
SUMMARY
OF
SIGNIFICANT ACCOUNTING POLICIES
The
financial
statements of the Plan are prepared on the accrual basis of accounting.
The
preparation of
the financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of net assets available for
plan benefits at the date of the financial statements, the reported changes
in
net assets available for plan benefits during the reporting period and
disclosures related to the Plan. Actual results could differ from those
estimates.
Valuation
of
Investments
For
the Plan years
ending December 31, 2004 and 2003, the Plan’s investment contracts with
financial institutions and insurance companies are reported at contract value,
as they are benefit responsive investment contracts. The Income Fund includes
certain guaranteed investment contracts (“GICs”) which are stated at contract
value, which approximates fair value, representing the original cost, plus
interest (based upon the crediting rates of the underlying contracts) reduced
by
administration fees, transfers out, and withdrawals. Short-term securities
and
participant loans are carried at cost which approximates fair value. All other
investments are carried at fair value as determined by quoted market prices.
Purchases and sales of securities are reflected on a trade-date basis. The
basis
of securities sold is determined by average cost.
Amounts
Due To
Others
Amounts
due to
others reflect the unsettled securities bought at year end.
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
2.
SUMMARY
OF
SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Investment
Income
Dividend
income is
recorded on the ex-dividend date. Interest income is recorded as earned on
an
accrual basis. Dividend and interest income are allocated to participants'
accounts based upon each participant's proportionate share of assets in each
investment fund. Dividend income represents income for those funds holding
individual equity securities. Interest income represents income received from
deposits with insurance companies, short-term securities and funds invested
in
commingled equity or mutual funds.
Payment
of
Benefits
Benefits
are
recorded when paid.
Expenses
Administrative
expenses include participant recordkeeping and custodial fees, and certain
professional fees incurred and paid by the Plan. In addition, any expenses
directly relating to the purchase, sale, or transfer of the Plan's investments
are charged to the particular investment fund to which the expense
relates.
Net
Appreciation
in Fair Value of Investments
The
Plan presents
in the statement of changes in net assets available for plan benefits the net
appreciation in the fair value of its investments which consists of the realized
gains or losses and the unrealized appreciation (depreciation) on those
investments.
Risks
and
Uncertainties
The
Plan provides
for various investment options in any combination of stocks, bonds, fixed income
securities, mutual funds, and other investment securities. Investment securities
are exposed to various risks, such as interest rate risk, market risk and credit
risk. Due to the level of risk associated with certain investment securities,
it
is at least reasonably possible that changes in the values of investment
securities will occur in the near term and those changes could materially affect
the amounts reported in the statement of net assets available for plan
benefits.
Since
November
2002, El Paso has undergone a series of credit rating downgrades. However,
on
November 12, 2004 the Company’s credit rating improved with Moody’s Investor
Service increasing the Company’s senior unsecured debt rating to a “Caa1 (stable
outlook)” from a “Caa1 (negative outlook)”. In addition, on March 3, 2005,
Standard and Poor’s Rating Services also increased the Company’s senior
unsecured debt rating to a “CCC+ (stable outlook)” from a “CCC+ (negative
outlook)”.
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
Investments
representing 5 percent or more of the Plan’s net assets are as follows:
| |
December
31,
|
|
| |
(In
thousands)
|
|
| |
2004
|
|
2003
|
|
|
El
Paso Corporation common stock,
|
|
|
|
|
14,593,038
and 19,097,744 shares, respectively
|
$
151,768 |
|
$156,411 |
|
| |
|
|
|
|
|
Barclays
Daily Equity Index Fund T, 1,426,756 and
|
|
|
|
|
1,661,945
shares, respectively
|
51,634
|
|
54,263
|
|
| |
|
|
|
|
|
Fidelity
Magellan Fund, 426,087 and 498,700
|
44,224
|
|
48,743
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Dodge
&
Cox Stock Fund, 317,771 and 216,285
|
41,380
|
|
24,609
|
* |
|
|
|
|
|
|
| |
|
|
|
|
|
American
Funds Growth Fund of America “A”,
|
|
|
|
|
1,574,885
and 1,628,933 shares, respectively
|
43,120
|
|
39,974
|
|
| |
|
|
|
|
|
Dodge
& Cox Balanced Fund, 563,220 and 541,859
|
|
|
|
|
|
|
44,692
|
|
39,577
|
|
| |
|
|
|
|
|
PRIMCO
Income
Fund, 234,081,677 and
|
|
|
|
|
236,370,906
shares, respectively
|
234,082
|
|
236,371
|
|
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
During
2004, the
Plan’s investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated in value by approximately $56,254
thousand as follows:
| |
|
(In
thousands)
|
|
Company
Stock Fund
|
|
$
30,872
|
|
Mid
Capitalization Equity Fund
|
|
4,616
|
|
Equity
Index Fund
|
|
5,193
|
|
Large
Capitalization Equity Fund
|
|
2,695
|
|
Asset
Allocation Fund
|
|
3,625
|
|
International
Equity Fund
|
|
3,457
|
|
Large
Capitalization Value Fund
|
|
4,526
|
|
Small
Capitalization Equity Fund
|
|
1,270
|
| |
|
|
|
Net
appreciation in fair value of investments
|
|
$
56,254
|
The
Plan invests in
a diversified portfolio of investment contracts as described in Note 1. The
contracts are included in the financial statements at contract value as reported
to the Plan by State Street. On December 31, 2004 and 2003, the average yield
for these investment contracts was 4.61 percent and 4.66 percent, respectively,
while the average crediting interest rate was 4.63 percent and 4.65 percent,
respectively. Crediting interest rates are normally reset quarterly for
contracts with underlying investments to reflect the investment experience
of
that asset. There are no reserves against contract value for credit risk of
the
contract issuer or otherwise.
5.
CONCENTRATION
OF
CREDIT RISK
The
Plan invests in
various investment funds, as described in Note 1, based upon participant
instructions. The Income Fund held approximately 34 percent and 35 percent
of
the invested assets of the Plan at December 31, 2004 and 2003, respectively.
The
Company Stock Fund held approximately 23 percent and 24 percent of the invested
assets of the Plan at December 31, 2004 and 2003, respectively. The
Company
believes that it offers sufficient investment options to allow participants
to
avoid any significant concentration of credit risk, although the ultimate
control of investment diversification across the funds is up to the individual
participant.
6.
RELATED
PARTY
TRANSACTIONS
During
the period
January 1, 2004 through December 31, 2004, approximately $148 million and $146
million were purchased and sold, respectively, with State Street Bank and Trust
Company in the State Street Directed Account Cash Fund. During this period,
approximately 47 percent and 40 percent of the Plan's purchase and sale
transactions, respectively, were related to these assets. Fees incurred by
the
Plan for recordkeeping services and Trustee services amounted to $1.3 million
for the year ended December 31, 2004.
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
7.
TAX
STATUS
The
Plan is
intended to be a qualified plan pursuant to Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code") and, accordingly, the trust
established under the Plan to hold the Plan's assets is intended to be exempt
from federal income taxes pursuant to Section 501(a) of the Code. The Company
received a favorable tax determination letter from the IRS on June 20, 2003
stating that the Plan, as designed, was in compliance with the applicable
requirements of the Code. The Plan has been amended since receiving the
determination letter.
At
various times
during the 2000 through 2004 Plan years, Hewitt Associates, as the recordkeeper,
failed to commence payroll deduction loan repayments, or incorrectly suspended
payroll deduction loan repayments for certain participants who had taken
qualified Plan loans. On May 25, 2005, the Plan Administrator submitted
a
request for a compliance statement pursuant to the Voluntary Correction Program
(VCP) procedures of the Employee Plans Compliance Resolution System of the
IRS
with a proposed correction program for the qualification failure that occurred
in the operation of the Plan.
Notwithstanding
the VCP filing,
the Company believes that the Plan is currently designed and being operated
in
compliance with the applicable requirements of the Code. Therefore,
no
provision for income taxes has been included in the Plan's financial
statements.
8.
AMENDMENTS
AND
FILINGS
Effective
March 1,
2003, the Plan was amended to suspend Company matching contributions. On May
14,
2003, the Company announced its intention to reinstate effective July 1, 2003
the Company’s matching contribution in an amount equal to 50 percent of a
participant’s basic contribution up to a maximum level of 6 percent of eligible
compensation.
Effective
May 1,
2003, the Plan was amended to allow for before-tax basic contributions in whole
percentages from 2 percent to 25 percent of eligible compensation. The after-tax
basic contribution limit remained unchanged at 15 percent, and the supplemental
after-tax contribution limit remained unchanged at 5 percent.
Effective
July 1,
2004, the matching contribution was increased to 75 percent of a participant’s
basic contribution up to a maximum level of 6 percent of eligible
compensation.
Effective
February
1, 2005, the Plan was amended to limit the amount of company stock that a
participant can hold in their account. A participant can invest up to a maximum
of 25 percent of new contributions to the Company Stock Fund, and is limited
in
the amount he or she can transfer from other investment funds into the Company
Stock Fund if the transfer would cause the investment in the Company
Stock
Fund to exceed 25 percent of the participant’s total account balance. However,
if on February 1, 2005, a participant has more than 25 percent of their total
account balance in the Company Stock Fund, they will not be required to sell
any
of the stock in the Company Stock Fund.
Effective
April 1,
2005, the Plan was amended to increase the basic after-tax contributions from
15
percent to 25 percent. Also, the automatic cash-out limit was reduced from
$5,000 to $1,000.
Effective
April 1,
2005, the Plan was amended to allow the Company to make additional Company
matching contributions for any plan year for any participant who is eligible,
which may be determined and contributed after the end of such plan year. With
respect to the Company and any affiliate, all determinations required to be
made
regarding any such additional Company matching contributions shall be made
in
the sole discretion of the Board of Directors, or may be made by such party,
committee or other official designated by the Board of Directors. In 2005,
the
Company made an additional matching contribution of approximately $12 million
for the 2004 plan year.
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
9.
PLAN
TERMINATION
The
Company
reserves the right under the Plan to discontinue contributions at any time
and
to terminate the Plan subject to the provisions of ERISA and the Code. Upon
termination, the Plan's assets would be distributed to the participants, as
directed by the Committee in accordance with the Plan and applicable law, on
the
basis of their account balances existing at the date of termination, as adjusted
for investment gains and losses.
10. SUBSEQUENT
EVENT
Effective
September
1, 2005, JPMorgan Retirement Plan Services will become the recordkeeper for
the
Plan.
Effective
September
1, 2005, JPMorgan Chase Bank, N.A. will become the trustee of the
Plan.
EL
PASO
CORPORATION
RETIREMENT
SAVINGS PLAN
_____________
NOTES
TO FINANCIAL
STATEMENTS
(Continued)
11.
RECONCILIATION
WITH FORM 5500
The
following is a
reconciliation of net assets available for Plan benefits per the financial
statements to Form 5500:
| |
December
31,
|
| |
(In
thousands)
|
| |
2004
|
|
2003
|
| |
|
|
|
|
Net
assets
available for Plan benefits per the financial statements
|
$
694,024
|
|
$
673,160
|
less:
final
distributions and participant withdrawals that have
been processed and approved but not paid by the Plan
|
84
|
|
205
|
| |
|
|
|
|
Net
assets
available for Plan benefits per the Form 5500
|
$
693,940
|
|
$
672,955
|
The
following is a
reconciliation of the change in net assets available for Plan benefits per
the
financial statements to Form 5500:
| |
|
For
the year
ended
|
| |
|
|
| |
|
(In
thousands)
|
| |
|
|
|
Net
increase
in net assets available for Plan benefits per the financial
statements
|
|
$
20,864
|
|
add:
change
in distributions and participant withdrawals that have been processed
and
approved but not paid by the Plan
|
|
121
|
|
Net
increase
in net assets available for Plan benefits per the Form
5500
|
|
$
20,985
|
Final
distributions and participant withdrawals that have been processed and approved
but not paid by the Plan are not considered Plan obligations until paid under
generally accepted accounting principles, and therefore, are not presented
as
liabilities or benefits paid in the accompanying financial
statements.
SUPPLEMENTAL
SCHEDULE
SIGNATURE
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the Trustees (or other
persons who administer the plan) have duly caused this annual report to be
signed by the undersigned hereunto duly authorized.
|
|
El
Paso
Corporation
Retirement
Savings Plan
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
By:
|
/s/
D.
Dwight Scott
|
|
|
|
D.
Dwight
Scott
|
|
|
|
Executive
Vice President and
Chief
Financial Officer of El Paso
Corporation
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
23.1
|
|
Consent
of
PricewaterhouseCoopers
LLP.
|
Dates Referenced Herein and Documents Incorporated By Reference
| This 11-K Filing | | Date | | Other Filings |
|---|
| |  |
| | 10/7/96 |
| | 3/1/03 | | 3 |
| | 5/1/03 | | PRER14A |
| | 5/14/03 | | DEFA14A, DFAN14A |
| | 6/20/03 | | 4 |
| | 7/1/03 |
| | 9/1/03 |
| | 12/31/03 | | NT 11-K, NT 10-K, 10-K, 4, 11-K, 5 |
| | 1/1/04 |
| | 6/25/04 | | 8-K |
| | 7/1/04 |
| | 11/12/04 |
| | 12/22/04 |
| | 12/31/04 | | NT 10-K, 4, 10-K/A, 10-K |
| | 2/1/05 | | 8-K, 4 |
| | 3/3/05 |
| | 4/1/05 | | 4/A, 4 |
| | 5/25/05 |
| | 6/27/05 |
| For The Period Ended | | 6/28/05 |
| Filed On / Filed As Of | | 6/29/05 |
| | 9/1/05 |
| |
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