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El Paso Natural Gas Co – ‘11-K’ for 12/31/93

As of:  Wednesday, 6/29/94   ·   For:  12/31/93   ·   Accession #:  950134-94-751   ·   File #:  1-02700

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/29/94  El Paso Natural Gas Co            11-K       12/31/93    2:44K                                    RR Donnelley

Annual Report of an Employee Stock Purchase, Savings or Similar Plan   —   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Annual Report of an Employee Stock Purchase,          25     94K 
                          Savings or Similar Plan                                
 2: EX-23.1     Consent of Coopers & Lybrand                           1      6K 


11-K   —   Annual Report of an Employee Stock Purchase, Savings or Similar Plan
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Report of Independent Accountants
"Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1993
"Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1992
"Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the year ended December 31, 1993
"Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the six months ended December 31, 1992
"Notes to Financial Statements
"Schedule I
"Schedule II
"Consent of Coopers & Lybrand
24Schedule of Reportable Transactions for the year ended December 31, 1993
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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 (FEE REQUIRED) For the fiscal year ended December 31, 1993 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _______ to _______ Commission File No. 1-2700 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: El Paso Natural Gas Company Retirement Savings 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 Natural Gas Company (herein referred to as the "Company") One Paul Kayser Center 100 North Stanton El Paso, Texas 79901
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REQUIRED INFORMATION Item 4. Financial Statements and Exhibits (a) Financial Statements and Supplemental Schedules for the Year Ended December 31, 1993 and the Six Months Ended December 31, 1992: Report of Independent Accountants Financial Statements: Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1993 Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1992 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year Ended December 31, 1993 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Six Months Ended December 31, 1992 Notes to Financial Statements Supplemental Schedules: Schedule I Schedule of Assets Held for Investment Purposes as of December 31, 1993 Schedule II Schedule of Reportable Transactions for the Year Ended December 31, 1993 (b) Exhibits: Consent of Coopers & Lybrand 1
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INDEX OF FINANCIAL STATEMENTS AND EXHIBITS [Enlarge/Download Table] (a) Financial Statements and Supplemental Schedules for the Year Ended December 31, 1993 and the Six Months Ended December 31, 1992: Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Financial Statements: Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the year ended December 31, 1993 . . . . . . . . . . . . . . . . 5 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the six months ended December 31, 1992 . . . . . . . . . . . . . 6 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Supplemental Schedules: Schedule I - Schedule of Assets Held for Investment Purposes as of December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . 19 (b) Exhibits: Consent of Coopers & Lybrand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 2
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SIGNATURES 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 Natural Gas Company Retirement Savings Plan By /s/ H. BRENT AUSTIN H. Brent Austin Senior Vice President and Chief Financial Officer Date: June 27, 1994
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AND REPORT OF INDEPENDENT ACCOUNTANTS December 31, 1993 and 1992
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AND REPORT OF INDEPENDENT ACCOUNTANTS INDEX [Enlarge/Download Table] Page ---- Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Financial Statements: Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the year ended December 31, 1993 . . . . . . . . . . . . . . . . . . 5 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the six months ended December 31, 1992 . . . . . . . . . . . . . . . 6 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Supplemental Schedules: Schedule I - Schedule of Assets Held for Investment Purposes as of December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . 19 1
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(COOPERS & LYBRAND LOGO) REPORT OF INDEPENDENT ACCOUNTANTS The Board of Directors El Paso Natural Gas Company We have audited the the financial statements of the El Paso Natural Gas Company Retirement Savings Plan (the "Plan") as listed in the index on page 1. These financial statements are the responsibility of the management of El Paso Natural Gas Company. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 1993 and 1992, and the changes in net assets available for plan benefits for the year ended December 31, 1993 and the six months ended December 31, 1992, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic Plan financial statements taken as a whole. The supplemental schedules listed in the index on page 1 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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 Fund Information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is also presented for the purpose of additional analysis and is not a required part of the basic financial statements. The aforementioned supplemental schedules and Fund Information have not been subjected to a separate audit and we express no separate opinion on such information. However, the aforementioned supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ COOPERS & LYBRAND El Paso, Texas June 20, 1994 2
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION DECEMBER 31, 1993 ASSETS [Enlarge/Download Table] Fund Information ---------------- Company BR S&P 500 International OTC Asset Income Stock Stock Index Equity Equity Allocation Fund Fund Fund Fund Fund Fund Fund --------- --------- --------- ---------- ------------- ---------- ---------- Investments, at fair value: Company common stock $19,067,616 BR common stock $3,514,074 Equity interest $14,337,348 $3,317,467 $5,757,561 $8,852,739 Loan Fund Short-term cash investments $ 1,190,328 244,615 Deposits with insurance companies at contract value 164,850,410 ------------ ----------- ---------- ----------- ---------- ---------- ---------- Total investments 166,040,738 19,312,231 3,514,074 14,337,348 3,317,467 5,757,561 8,852,739 ------------ ----------- ---------- ----------- ---------- ---------- ---------- Dividends and interest receivable 951,511 142,345 12,080 120 49 88 281 Employer contributions receivable 1,935 437 249 51 142 203 Participant contributions receivable 2,183 493 281 58 161 229 ------------ ----------- ---------- ----------- ---------- ---------- ---------- Total receivables 955,629 143,275 12,080 650 158 391 713 ------------ ----------- ---------- ----------- ---------- ---------- ---------- Total assets 166,996,367 19,455,506 3,526,154 14,337,998 3,317,625 5,757,952 8,853,452 ------------ ----------- ---------- ----------- ---------- ---------- ---------- Net assets available for Plan benefits $166,996,367 $19,455,506 $3,526,154 $14,337,998 $3,317,625 $5,757,952 $8,853,452 ============ =========== ========== =========== ========== ========== ========== [Download Table] Fund Information ------------------------------- Loan Fund Total ----------- ------------- Investments, at fair value: Company common stock $ 19,067,616 BR common stock 3,514,074 Equity interest 32,265,115 Loan Fund $11,904,356 11,904,356 Short-term cash investments 1,434,943 Deposits with insurance companies at contract value 164,850,410 ----------- ------------ Total investments 11,904,356 233,036,514 ----------- ------------ Dividends and interest receivable 1,106,474 Employer contributions receivable 3,017 Participant contributions receivable 3,405 ----------- ------------ Total receivables -- 1,112,896 ----------- ------------ Total assets 11,904,356 234,149,410 ----------- ------------ Net assets available for Plan benefits $11,904,356 $234,149,410 =========== ============ The accompanying notes are an integral part of these financial statements. 3
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION December 31, 1992 ASSETS [Enlarge/Download Table] Fund Information ---------------- Company BR S&P 500 International OTC Income Stock Stock Index Equity Equity Fund Fund Fund Fund Fund Fund ----------- ---------- --------- ----------- ------------- ----------- Investments, at fair value: Company common stock $13,380,871 BR common stock $8,434,080 Equity interest $10,953,396 $1,158,926 $3,025,439 Loan Fund Short-term cash investments $ 2,713,761 74,521 Deposits with insurance companies at contract value 160,599,007 ------------ ----------- ---------- ----------- ---------- ---------- Total investments 163,312,768 13,455,392 8,434,080 10,953,396 1,158,926 3,025,439 ------------ ----------- ---------- ----------- ---------- ---------- Dividends and interest receivable 1,015,975 102,038 27,769 52 10 28 Employer contributions receivable 554,475 77,848 47,677 9,322 20,067 Participant contributions receivable 591,327 84,953 46,701 8,692 18,550 ------------ ----------- ---------- ----------- ---------- ---------- Total receivables 2,161,777 264,839 27,769 94,430 18,024 38,645 ------------ ----------- ---------- ----------- ---------- ---------- Total assets 165,474,545 13,720,231 8,461,849 11,047,826 1,176,950 3,064,084 ------------ ----------- ---------- ----------- ---------- ---------- Net assets available for Plan benefits $165,474,545 $13,720,231 $8,461,849 $11,047,826 $1,176,950 $3,064,084 ============ =========== ========== =========== ========== ========== [Download Table] Fund Information ---------------- Real Estate Loan Fund Fund Total -------- ----------- ------------- Investments, at fair value: Company common stock $ 13,380,871 BR common stock 8,434,080 Equity interest $211,387 15,349,148 Loan Fund $11,000,126 11,000,126 Short-term cash investments 2,788,282 Deposits with insurance companies at contract value 160,599,007 -------- ----------- ------------ Total investments 211,387 11,000,126 211,551,514 -------- ----------- ------------ Dividends and interest receivable 4 1,145,876 Employer contributions receivable 2,206 711,595 Participant contributions receivable 2,522 752,745 -------- ----------- ------------ Total receivables 4,732 - 2,610,216 -------- ----------- ------------ Total assets 216,119 11,000,126 214,161,730 -------- ----------- ------------ Net assets available for Plan benefits $216,119 $11,000,126 $214,161,730 ======== =========== ============ The accompanying notes are an integral part of these financial statements. 4
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993 [Enlarge/Download Table] Fund Information ---------------- Company BR S&P 500 International OTC Income Stock Stock Index Equity Equity Fund Fund Fund Fund Fund Fund ---------------- ------------- ----------- ------------ ----------- ----------- Dividends $ 546,260 $ 65,135 Interest $ 11,391,093 8,528 16 $ 1,826 $ 28,059 $ 640,987 Net appreciation (depreciation) in the fair value of investments -- 2,328,575 953,842 1,215,936 662,699 (237,510) ---------------- ------------- ----------- ------------ ----------- ----------- Net investment income 11,391,093 2,883,363 1,018,993 1,217,762 690,758 403,477 Contributions: Employer 6,057,303 1,136,097 -- 664,135 116,524 337,232 Participants 6,447,784 1,237,649 -- 707,546 123,490 360,960 Net loan activity 313,590 (708,167) -- 80,604 20,320 61,902 Interfund transfers (9,153,055) 2,511,662 (5,334,096) 916,233 1,267,874 1,815,299 Benefits paid to participants (13,534,893) (1,325,329) (620,592) (296,108) (78,291) (285,002) ---------------- ------------- ----------- ------------ ----------- ----------- Net increase - (decrease) 1,521,822 5,735,275 (4,935,695) 3,290,172 2,140,675 2,693,868 Net assets available for Plan benefits: Beginning of period 165,474,545 13,720,231 8,461,849 11,047,826 1,176,950 3,064,084 ---------------- ------------- ----------- ------------ ----------- ----------- End of period $ 166,996,367 $ 19,455,506 $ 3,526,154 $ 14,337,998 $ 3,317,625 $ 5,757,952 ================ ============= =========== ============ =========== =========== [Enlarge/Download Table] Fund Information ---------------- Asset Real Allocation Estate Loan Fund Fund Fund Total ------------ --------- ------------- ------------- Dividends $ 611,395 Interest $ 244,669 $ (2,117) $ 945,817 13,258,878 Net appreciation (depreciation) in the fair value of investments 64,921 2,371 -- 4,990,834 ------------ --------- ------------- ------------- Net investment income 309,590 254 945,817 18,861,107 Contributions: Employer 149,678 16,289 -- 8,477,258 Participants 151,633 17,033 -- 9,046,095 Net loan activity 19,797 9,552 202,402 -- Interfund transfers 8,223,344 (247,261) -- -- Benefits paid to participants (590) (11,986) (243,989) (16,396,780) ------------ --------- ------------- ------------- Net increase - (decrease) 8,853,452 (216,119) 904,230 19,987,680 Net assets available for Plan benefits: Beginning of period -- 216,119 11,000,126 214,161,730 ------------ --------- ------------- ------------- End of period $ 8,853,452 $ -- $ 11,904,356 $ 234,149,410 ============ ========= ============= ============= The accompanying notes are an integral part of these financial statements. 5
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE SIX MONTHS ENDED DECEMBER 31, 1992 [Enlarge/Download Table] Fund Information ---------------- Company BR S&P 500 International OTC Real Income Stock Stock Index Equity Equity Estate Fund Fund Fund Fund Fund Fund Fund ------ ------- ----- ------- ------------- ------ ------ Dividends $ 195,887 $ 60,007 $ 25,300 $ 273,947 Interest $ 6,143,908 23,483 $ 17,584 1,520 2,739 $ -- Net appreciation (depreciation) in the fair value of investments -- 2,921,427 1,151,286 442,176 (106,837) 181,634 (11,588) ------------ ----------- ----------- ----------- ---------- ---------- -------- Net investment income 6,143,908 3,140,797 1,211,293 459,760 (80,017) 458,320 (11,588) Contributions: Employer 3,715,068 530,329 -- 316,205 62,772 146,857 14,984 Participants 4,169,302 597,145 -- 350,702 69,193 161,958 16,988 Transfer from BR Plan 154,368,303 5,358,573 15,056,475 9,613,336 941,649 2,301,710 215,607 Net loan activity (81,137) (270,941) -- 23,956 (1,128) 1,375 (4,094) Interfund transfers 1,446,889 4,728,930 (7,271,728) 697,578 186,811 226,692 (15,172) Benefits paid to participants (4,287,788) (364,602) (534,191) (413,711) (2,330) (232,828) (606) ------------ ----------- ----------- ----------- ---------- ---------- -------- Net increase 165,474,545 13,720,231 8,461,849 11,047,826 1,176,950 3,064,084 216,119 Net assets available for Plan benefits: Beginning of period -- -- -- -- -- -- -- ------------ ----------- ----------- ----------- ---------- ---------- -------- End of period $165,474,545 $13,720,231 $ 8,461,849 $11,047,826 $1,176,950 $3,064,084 $216,119 ============ =========== =========== =========== ========== ========== ======== [Download Table] Loan Fund Total ---- ----- Dividends $ 555,141 Interest $ 393,191 6,582,425 Net appreciation (depreciation) in the fair value of investments -- 4,578,098 ----------- ------------ Net investment income 393,191 11,715,664 Contributions: Employer -- 4,786,215 Participants -- 5,365,288 Transfer from BR Plan 10,274,966 198,130,619 Net loan activity 331,969 -- Interfund transfers -- -- Benefits paid to participants -- (5,836,056) ----------- ------------ Net increase 11,000,126 214,161,730 Net assets available for Plan benefits: Beginning of period -- -- ----------- ------------ End of period $11,000,126 $214,161,730 =========== ============ The accompanying notes are an integral part of these financial statements. 6
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN The El Paso Natural Gas Company Retirement Savings Plan (the "Plan") was established effective January 1, 1992 and implemented July 1, 1992 in connection with the separation of El Paso Natural Gas Company (the "Company") from the Company's former parent, Burlington Resources Inc. ("BR"). On July 1, 1992, all investments in the BR Retirement Savings Plan ("BR Plan") related to the Company's participant accounts were transferred to the Plan. The Plan is a successor to the defined contribution plan originally established by the Company on January 1, 1961. The following description of the Plan provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering all employees of the Company and controlled group affiliates, except members of any unit covered by a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions Participants may make basic contributions to the Plan on a before-tax or after-tax basis. 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. A participant may elect to make regular monthly basic contributions from two percent to eight percent (in whole percentage amounts) of his or her total eligible compensation. The Company will make matching contributions equal to a participant's basic contributions of up to six percent of eligible compensation where the participant has fewer than ten years of employment with the Company, or up to eight percent of eligible compensation where the participant has ten or more years of employment. In addition, if a participant has elected the maximum basic contribution eligible for a matching company contribution, he or she may make after-tax supplemental contributions to the Plan from one percent to five percent (in whole percentage amounts) of his or her eligible total compensation. A participant may also elect to have all or a portion of the allocation available to him or her under the Company FlexPlan transferred to this Plan as flex contributions and may make an approved rollover contribution of a distribution received from another qualified employee benefit plan. There are certain legal limitations applicable to contributions to the Plan. 7
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EL PASO NATURAL GAS COMPANY 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 contribution and the participant's share of net earnings or losses of his or her respective investment funds elected under the Plan. Net investment gains and losses in a particular investment fund are allocated in proportion to the respective participants' account balances in that fund. The benefit to which a participant is entitled is solely that which can be provided from the participant's account. Vesting A participant's interest in his or her account under the Plan is fully vested at all times. Payment of Benefits Upon separation from service with the Company, a participant whose account balance has exceeded $3,500 may elect to receive either a lump-sum amount 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 which 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 has never been more than $3,500 will receive an immediate lump-sum distribution of the amount equal to his or her account balance. Certain in-service withdrawals may be available, as provided by the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investments Pooled temporary investments and loans are carried at cost which approximates fair value. Deposits with banks or insurance companies are carried at contract value. All other investments are carried at fair value as determined by quoted market prices. 8
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments (Continued) The following table presents the fair values of investments. Investments that represent five percent or more of the Plan's net assets are separately identified: [Download Table] December 31, 1993 December 31, 1992 ----------------- ----------------- Investments at fair value: Equity interest: Company Stock Fund $ 19,067,616 $ 13,380,871 S&P 500 Index Fund 14,337,348 10,953,396 Other 21,441,841 12,829,832 Loan Fund: Participant Loans 11,904,356 11,000,126 Other 1,434,943 2,788,282 ------------------ ------------------ 68,186,104 50,952,507 ------------------ ------------------ Investments at contract value: Deposits with Insurance Companies Bankers Trust Company BASIC #92407, 5.61%, matures 9/30/00 17,155,595 14,091,990 Metropolitan Life Insurance Company #13264, 5.95%, matures 12/30/96 11,903,654 11,213,034 Prudential Insurance Company #GA6697, 8.15%, matures 11/20/00 13,315,089 14,582,699 Other 122,476,072 120,711,284 ------------------ ------------------ 164,850,410 160,599,007 ------------------ ------------------ $ 233,036,514 $ 211,551,514 ================== ================== The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits with Fund Information the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains (losses) and the unrealized appreciation (depreciation) on those investments. Purchases and sales of securities are reflected on a trade-date basis. The basis of securities sold is determined by average cost. Investment Income Dividend and interest income from investments is recorded as earned on an accrual basis and allocated to participants' accounts based upon each participant's proportionate share of assets in each investment fund. 9
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investment Income (Continued) Dividend income is reported in accordance with the Internal Revenue Service ("IRS") Form 5500 instructions. This income represents dividend income for those funds holding equity securities, (i.e., the Company Stock Fund and the BR Stock Fund). Interest income represents income received from deposits with insurance companies, short-term investments and dividends received from funds invested in commingled equity funds. Expenses All administrative expenses and professional fees incurred by the Plan are borne by the Company, other than nominal charges for maintaining deferred accounts. 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. 3. INVESTMENT OF FUNDS A participant can direct the investment of his or her account balance and contributions to any one or more of the following investment funds except as specifically noted: Company Stock Fund- invested entirely in common stock of the Company. As with investments in any single stock, this fund may be more volatile (that is, more subject to larger up and down swings in value) 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 accounts. BR Stock Fund- invested entirely in the common stock of BR which was transferred to the Plan from the BR Plan. This fund is a temporary fund into which no new investment can be made and which will terminate June 30, 1994. At the termination of the fund, the trustee will liquidate any remaining BR common stock and will reinvest the proceeds in the Company Stock Fund, unless another investment election is made by the participant. Income Fund - invested primarily in a diversified portfolio of investment contracts offered by major insurance companies. The contracts may also be placed with banks. Each contract provides for a specified rate of interest for the term of the contract. The contracts provide that there will not be a reduction in principal due to a change in interest rates. However, like all of the Plan's investment funds, there is an element of risk to the participants. Many of the contracts are backed solely by the general credit or claims paying ability of the company issuing the contract. Other contracts provide additional protection because they are invested in securities backed by the United States government. This fund is managed by PRIMCO Capital Management, Inc. 10
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. INVESTMENT OF FUNDS (Continued) S&P 500 Index Fund - one measure of the stock market's performance is the "Standard and Poor's 500 Index," an index that measures the performance of the stocks of 500 large companies. The fund invests primarily in those 500 stocks; consequently its performance should track closely with that index. This fund is managed by Bankers Trust Company. International Equity Fund - invested primarily in the stocks of major companies outside the United States. 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. This fund invests in the publicly traded mutual fund known as the Vanguard World Fund-International Growth Portfolio, managed by Schroder Capital Management International, Inc. for the Vanguard Group Inc. Over-The-Counter ("OTC") Equity Fund- invested primarily in companies whose stock is not traded on one of the major stock exchanges (such as the New York or American Stock Exchange). Many of these, therefore, are smaller and newer companies. The long-range goal of the fund is to achieve substantial growth in the money invested. No emphasis is placed on investing for dividend or interest income. Smaller company stocks may be subject to more erratic swings than stocks of larger companies. The managers of this fund may invest up to 100 percent of the fund's assets in interest-earning securities, such as United States Government bonds, on a temporary basis, when they believe market conditions warrant this type of conservatism. This fund invests in the publicly traded mutual fund known as the Fidelity OTC Portfolio, managed by Fidelity Management & Research Company. Asset Allocation Fund- invested primarily in a portfolio that includes stocks, bonds and short-term instruments in a mixture reflecting the fund manager's determination of an appropriate allocation of fund assets among these securities based on current market conditions and the objective of seeking high total return with reduced risk over the long term. This fund was made available for investment as of October 1, 1993. This fund invests in the publicly traded mutual fund known as the Fidelity Asset Manager, managed by Fidelity Management & Research Company. Real Estate Fund- this fund, which was invested in the PREFER Fund (Prime Real Estate of Employee Retirement) managed by Equitable Real Estate Investment Management, Inc., remained in existence until the close of business on September 30, 1993. All remaining accounts in such fund at that date were transferred to other investment funds in accordance with elections made by participants or default rules that apply in the absence of participant elections. 11
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. INVESTMENT OF FUNDS (Continued) The following number of participants were invested in the various funds at December 31, 1993 and 1992: [Download Table] Number of Fund Participants ---- ------------ 1993 1992 ---- ---- Company Stock Fund 1,227 1,122 BR Stock Fund` 123 274 Income Fund 2,552 2,710 S&P 500 Index Fund 747 596 International Equity Fund 241 136 OTC Equity Fund 458 270 Asset Allocation Fund 428 - Real Estate Fund - 60 Loan Fund - To obtain a loan, the participant must have a total account balance (excluding participant's IRA account) of at least $2,000. Loan amounts may be from $1,000 to $50,000 but which may not be more that 50 percent of the total balance in the participant's account, excluding any Individual Retirement Account ("IRA") balance. The 50 percent limit is reduced by the participant's highest outstanding loan balance during the prior one-year period. Each loan is made from, and repaid to, the borrowing participant's account so as not to affect the accounts of other participants. 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 one percent above the prime rate, which is determined on the first 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. The repayment period may be from one to five years. Loans outstanding are included in the Loan Fund in the accompanying Statement of Net Assets Available for Plan Benefits with Fund Information. 4. MUTUAL BENEFIT LIFE INSURANCE COMPANY The Income Fund had investments in Mutual Benefit Life Insurance Company ("Mutual Benefit") of $6,694,959 and $6,591,098 at December 31, 1993 and 1992, respectively. Mutual Benefit has been in rehabilitation, under the control of the Commissioner of Insurance of the State of New Jersey, since July 16, 1991. 12
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 4. MUTUAL BENEFIT LIFE INSURANCE COMPANY (Continued) On November 10, 1993, the Superior Court of New Jersey confirmed a plan of rehabilitation (the "Rehabilitation Plan") for Mutual Benefit. Under the Rehabilitation Plan, Mutual Benefit offered its contract holders the option either to accept restructured insurance contracts (opt-in), or to surrender their contracts for cash and receive an opt-out value of 55 percent of their account values on July 16, 1991. On March 28, 1994, an election to opt-in was made on behalf of the Plan by PRIMCO Capital Management, Inc., investment manager for the Income Fund. Amounts invested in Mutual Benefit that become due are not available to investors because of the rehabilitation. As a result, Mutual Benefit advised the Plan that the due dates on matured contracts have been extended. The Plan has decided, based on guidance from the rehabilitator, to use an interest rate of three percent for 1993 and 1992 for the extended contracts. Once the Rehabilitation Plan becomes final, interest rates will be adjusted from January 1, 1992, as necessary. Management does not believe that there will be a material loss resulting from the Rehabilitation Plan. 5. CONCENTRATION OF CREDIT RISK The Plan invests in various investment funds, as described in Note 3, based upon participant instructions. The Income Fund held approximately 71 percent and 76 percent of the invested assets of the Plan at December 31, 1993 and December 31, 1992, respectively. Management believes that the funds' investments are well diversified and that no investment in any one company subjects the Plan to any material concentration of credit risk. 6. 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 ("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. Management has submitted to the IRS a request for ruling on the tax-qualified status of the Plan and trust, and expects a favorable determination letter. 7. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon termination, the Plan's assets would be distributed to the participants, as soon as possible and legally permitted, on the basis of their account balances existing at the date of termination as adjusted for investment gains and losses. 13
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EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 8. RECONCILIATION WITH FORM 5500 Net assets shown in Items 31 and 32 of Form 5500 reflect a liability in a total amount of $1,663,545 and $2,349,119 in benefit claims that have been processed and approved but not paid by the Plan as of December 31, 1993 and December 31, 1992, respectively. These amounts are not considered Plan liabilities under generally accepted accounting principles and, therefore, are not presented as liabilities or benefits paid in the accompanying statements of Net Assets Available for Plan Benefits with Fund Information and Changes in Net Assets Available for Plan Benefits with Fund Information. 14
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SUPPLEMENTAL SCHEDULES 15
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SCHEDULE I EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 [Download Table] Number of Shares (Units) or Principal Amount of Bonds and Market Notes Cost Value --------- ------------ ------------ COMMON STOCK FUNDS Company Stock Fund 529,656 $ 14,062,922 $ 19,067,616 BR Stock Fund 82,928 3,130,312 3,514,074 Directed account cash fund 244,615 244,615 244,615 ------------ ------------ Total investments - Common Stock Funds 17,437,849 22,826,305 ------------ ------------ INCOME FUND Deposits with Insurance Companies John Hancock Mutual Life Insurance Company #6433, 6.60%, matures 11/6/2007 2,665,467 2,665,467 2,665,467 Confederation Life Insurance Co. #62667, 8.55%, matures 6/1/94 1,853,762 1,853,762 1,853,762 #62668, 9.54%, matures 1/9/95 1,545,077 1,545,077 1,545,077 #62670, 8.80%, matures 1/16/95 765,529 765,529 765,529 #62671, 8.66%, matures 7/8/96 735,662 735,662 735,662 #62672, 8.88%, matures 7/8/98 736,257 736,257 736,257 #62673, 9.32%, matures 10/2/95 2,165,315 2,165,315 2,165,315 Ohio National Life Insurance Co. #5472, 8.75%, matures 10/26/94 3,586,853 3,586,853 3,586,853 #5473, 8.75%, matures 12/11/94 2,838,564 2,838,564 2,838,564 Canada Life Assurance Company #45637, 8.98%, matures 12/15/94 1,772,219 1,772,219 1,772,219 #45638, 8.60%, matures 3/26/94 3,764,117 3,764,117 3,764,117 #45639, 9.32%, matures 10/2/95 2,164,786 2,164,786 2,164,786 Commonwealth Life Insurance Co. #ADA00303ST, 4.52%, matures 3/31/94 700,064 700,064 700,064 #ADA00444FR, 8.31%, matures 9/1/94 4,276,618 4,276,618 4,276,618 #ADA08804LT, 7.18%, matures 6/29/94 644,345 644,345 644,345 Mutual Benefit Life Insurance Co. #50204003, 3.00%, matures 12/29/03 2,228,908 2,228,908 2,228,908 #50204002, 3.00%, matures 12/29/03 2,687,100 2,687,100 2,687,100 #50204001, 3.00%, matures 12/29/03 1,778,951 1,778,951 1,778,951 Mass Mutual Life Insurance Company #10514, 6.61%, matures 7/5/02 9,192,357 9,192,357 9,192,357 #10733, 5.95%, matures 7/5/00 5,000,792 5,000,792 5,000,792 Bankers Trust Company BASIC #92407, 5.61%, matures 9/30/00 17,155,595 17,155,595 17,155,595 Hartford Life Insurance Company #9498, 5.46%, matures 12/19/94 4,966,061 4,966,061 4,966,061 16
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SCHEDULE I EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED) DECEMBER 31, 1993 [Download Table] Number of Shares (Units) or Principal Amount of Bonds and Market Notes Cost Value --------- ----------- ------------ INCOME FUND (Continued) Deposits with Insurance Companies (Continued) Metropolitan Life Insurance Company #13264, 5.95%, matures 12/30/96 11,903,654 11,903,654 11,903,654 Prudential Insurance Company #GA7481, 5.94%, matures 9/30/98 4,734,976 4,734,976 4,734,976 #GA6697, 8.15%, matures 11/20/00 13,315,089 13,315,089 13,315,089 #GA7325-211, 7.57%, matures 5/1/97 4,795,655 4,795,655 4,795,655 #GA7325-212, 5.38%, matures 9/28/95 3,144,651 3,144,651 3,144,651 Aetna Life Insurance Company #14233-1990-001, 9.77%, matures 12/29/97 4,670,838 4,670,838 4,670,838 #14233-1991-001, 9.71%, matures 9/15/97 4,576,103 4,576,103 4,576,103 #14233-1991-002, 8.44%, matures 3/31/97 4,285,716 4,285,716 4,285,716 Continental Assurance #12800-036, 6.52%, matures 11/21/95 1,617,516 1,617,516 1,617,516 #12800-016, 7.75%, matures 5/24/94 2,574,694 2,574,694 2,574,694 #12800-026, 6.52%, matures 11/21/95 404,379 404,379 404,379 #12800-006, 8.57%, matures 4/1/97 4,454,121 4,454,121 4,454,121 State Mutual Life #1955A01, 9.45%, matures 5/5/94 1,269,646 1,269,646 1,269,646 #1955A02, 8.44%, matures 6/3/96 2,982,334 2,982,334 2,982,334 Provident National Assurance #027-05307, 8.46%, matures 7/15/96 5,260,672 5,260,672 5,260,672 #028-05452, 5.08%, matures 7/31/97 6,948,001 6,948,001 6,948,001 United of Omaha Life #10383, 8.40%, matures 3/4/96 1,140,395 1,140,395 1,140,395 New York Life Insurance Co. #06749-001, 5.70%, matures 3/16/98 3,644,296 3,644,296 3,644,296 #06749-002, 5.62%, matures 5/14/98 3,091,460 3,091,460 3,091,460 #06749-003, 5.75%, matures 6/30/98 4,102,864 4,102,864 4,102,864 Allstate Life Insurance Co. #5529, 5.59%, matures 12/2/98 2,708,951 2,708,951 2,708,951 ----------- ----------- Total Deposits with Insurance Companies 164,850,410 164,850,410 ----------- ----------- Temporary Investments Directed account cash fund 1,190,328 1,190,328 1,190,328 ----------- ----------- Total investments - Income Fund 166,040,738 166,040,738 ----------- ----------- 17
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SCHEDULE I EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Continued) December 31, 1993 [Download Table] Number of Shares (Units) or Principal Amount of Bonds and Market Notes Cost Value --------- ---- ----- LOAN FUND Participant Loans, 7% to 12.5% 11,904,356 11,904,356 11,904,356 ------------ ------------ OTHER EQUITY SECURITIES S&P 500 Index Fund 14,502 9,070,564 14,337,348 International Equity Fund 245,556 2,768,981 3,317,467 OTC Equity Fund 238,507 5,658,561 5,757,561 Asset Allocation Fund 574,853 8,787,818 8,852,739 ------------ ------------ Total equity securities 26,285,924 32,265,115 ------------ ------------ Total investments $221,668,867 $233,036,514 ============ ============ 18
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Schedule II EL PASO NATURAL GAS COMPANY RETIREMENT SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1993 [Enlarge/Download Table] Number of Transactions Cost of ------------ Purchase Selling Securities Net Purchases Sales Price Price Sold Gain/Loss --------- ----- -------- ------- ---------- --------- Description of Securities Bankers Trust Company Pyramid Directed Account Cash Fund 393 275 $80,337,727 $81,691,067 $81,691,067 -- 19
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[Download Table] Exhibit Number Index to Exhibits ------- ----------------- 23.1 Consent of Coopers & Lybrand

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For Period End:12/31/9312410-K
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