1
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)
For the fiscal year ended December 31, 2000
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. 1-14365
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
El Paso Energy Corporation 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 Corporation (herein referred to as the "Company")
1001 Louisiana Street
Houston, Texas 77002
2
REQUIRED INFORMATION
Item 4.
Financial Statements and Exhibits
(a) Financial Statements and Supplemental Schedules for the years
ended December 31, 2000, and 1999:
Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available for Plan Benefits as of
December 31, 2000 and 1999
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2000
Notes to Financial Statements
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes as of December 31, 2000
Schedule H, Line 4j - Schedule of Reportable Transactions for the
year ended December 31, 2000
(b) Exhibits:
Consent of Independent Accountants
2
3
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 Energy Corporation
Retirement Savings Plan
By /s/ Jeffrey I. Beason
-----------------------------
Jeffrey I. Beason
Senior Vice President and Controller
Date: June 29, 2001
4
================================================================================
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
---------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES WITH
REPORT OF INDEPENDENT
ACCOUNTANTS
DECEMBER 31, 2000 AND 1999
================================================================================
5
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH REPORT OF INDEPENDENT ACCOUNTANTS
INDEX
Page
----
Report of Independent Accountants....................................................... 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 2000 and 1999............................................... 3
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2000........................................... 4
Notes to Financial Statements...................................................... 5
Supplemental Schedules:
Schedule H, Line 4i -- Schedule of Assets Held for Investment Purposes as of
December 31, 2000.............................................................. 17
Schedule H, Line 4j -- Schedule of Reportable Transactions for the year ended
December 31, 2000.............................................................. 19
Consent of Independent Accountants ..................................................... 20
6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
El Paso Corporation:
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of the El Paso Energy Corporation Retirement Savings Plan (the "Plan")
at December 31, 2000 and 1999, and the changes in net assets available for
benefits for the year ended December 31, 2000 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 auditing standards
generally accepted in the United States of America, which 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 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. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits 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/ PricewaterhouseCoopers LLP
Houston, Texas
June 25, 2001
7
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(IN THOUSANDS)
December 31,
-------------------
2000 1999
-------- --------
ASSETS
Investments (See Note 3) $804,798 $558,899
Receivables
Interest 181 14
Dividends 1,007 827
Participant contributions 1,207 --
Employer contributions 545 --
Amounts due from others 13,554 3,493
-------- --------
Total receivables 16,494 4,334
-------- --------
Total assets 821,292 563,233
-------- --------
LIABILITIES
Accrued expenses 9 --
-------- --------
Total liabilities 9 --
-------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $821,283 $563,233
======== ========
The accompanying notes are an integral part of these financial statements.
3
8
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
(IN THOUSANDS)
For the
year ended
December 31, 2000
-----------------
ADDITIONS
Dividends $ 17,761
Interest 15,566
Net appreciation in fair value of
investments (See Note 3) 119,678
--------
Net investment income 153,005
Contributions
Employer 14,036
Participants 32,691
--------
Total contributions 46,727
Trustee transfers 141,150
--------
Total additions 340,882
--------
DEDUCTIONS
Benefits paid to participants 82,052
Administrative fees 780
--------
Total deductions 82,832
--------
Net increase 258,050
Net assets available for Plan benefits
Beginning of period 563,233
--------
End of period $821,283
========
The accompanying notes are an integral part of these financial statements.
4
9
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
The following description of the El Paso Energy Corporation Retirement
Savings Plan (the "Plan") provides general information about the Plan's
provisions in effect for the plan year ended December 31, 2000.
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, and 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, as
amended ("ERISA").
Contributions
A participant may elect to make basic contributions from 2 percent to 10
percent of his or her eligible compensation on a before-tax or after-tax
basis. The Company will make matching contributions of Company common
stock, or cash which is initially invested in Company common stock, equal
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 Company
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 and 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.
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 participant's
account balances in that fund.
5
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EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
1. DESCRIPTION OF PLAN (Continued)
Vesting
A participant's interest in the balance credited to his or her account is
fully vested at all times.
Payment of Benefits
Upon separation from service with the Company, a participant whose account
balance has exceeded $5,000 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 $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 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 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. 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. 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 the separation
from service. If the loan is not repaid, it will be automatically treated
as a distribution to the participant.
6
11
EL PASO ENERGY CORPORATION
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 2000. 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 -- invested 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 there will not be a reduction in
principal 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 the underlying bonds. 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 backed 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 -- invested primarily in common stock of
the Company (NYSE:EPG). 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.
3) Equity Index Fund -- invested primarily in an index fund
designed to match the performance of the Standard and Poors (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.
7
12
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
1. DESCRIPTION OF PLAN (Continued)
Investment Options
4) International Equity Fund -- invested primarily 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 -- invested primarily in the
publicly traded mutual fund known as the Fidelity Magellan Fund managed by
Fidelity Management & Research Company.
6) Putnam New Opportunities Fund -- invested primarily in the
publicly traded mutual fund known as the Putnam New Opportunities Fund
(Class A) managed by Putnam Investments, Inc.
7) Small Capitalization Equity Fund -- invested primarily in the
publicly traded mutual fund known as the SSgA Small Cap Fund managed by
State Street Global Advisors.
8) Asset Allocation Fund -- invested primarily in the publicly
traded mutual fund known as the INVESCO Total Return Fund managed by
INVESCO Funds Group Inc.
9) Loan Fund -- invested individually for each borrowing
participant in any loans to the participant.
8
13
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
1. DESCRIPTION OF PLAN (Continued)
The following number of participants were invested in the various funds at
December 31, 2000 and 1999:
Number of
Participants
-------------
Fund 2000 1999
---- ----- -----
Income Fund 3,258 2,555
Company Stock Fund 6,491 4,148
Equity Index Fund 2,677 2,027
International Equity Fund 1,194 900
Large Capitalization Equity Fund 2,946 1,585
Putnam New Opportunities Fund 2,933 1,775
Small Capitalization Equity Fund 666 315
Asset Allocation Fund 1,458 1,027
Loan Fund 991 1,055
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Basis
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Use of Estimates
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 benefits at the date of the financial
statements and the reported changes in net assets available for benefits
during the reporting period. Actual results could differ from those
estimates.
Valuation of Investments
For the Plan years ending December 31, 2000 and 1999, the Plan's investment
contracts with financial institutions and insurance companies are reported
at contract value which approximates estimated fair value. On December 31,
2000 and 1999, the average yield for these investment contracts was 6.63
percent and 6.62 percent, respectively, while the averaging crediting
interest rate was 6.69 percent and 6.46 percent, respectively. Crediting
interest rates are normally reset quarterly for contracts with underlying
investments to reflect the investment experience of that asset. Estimated
fair value for investment contracts is based on discounted cash flows using
current market rates for similar investments with similar terms. 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.
9
14
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investment Income
Dividend and interest income from investments is recorded as earned on an
accrual basis and is allocated to participants' accounts based upon each
participant's proportionate share of assets in each investment fund.
Dividend and interest income is reported in accordance with the Internal
Revenue Service Form 5500 instructions. 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.
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 (Depreciation) in Fair Value of Investments
The Plan presents in the statement of changes in net assets available for
plan benefits the net appreciation (depreciation) 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.
10
15
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
3. INVESTMENTS
Investments representing 5 percent or more of the Plan's net assets are
separately identified as follows:
December 31,
--------------------
(in thousands)
2000 1999
-------- --------
El Paso Corporation common stock,
4,448,332 and 4,005,474 shares, respectively $318,612 $155,462
Barclays Equity Index Fund, 2,101,116 and
2,095,550 shares, respectively 77,637 85,209
Fidelity Magellan Fund, 480,153 and 280,923
shares, respectively 57,282 38,383
Putnam New Opportunities Fund, 1,339,298 and
729,249 shares, respectively 78,510 66,333
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $119,678 (in thousands) as follows:
(in thousands)
Company Stock Fund $ 173,080
Equity Index Fund (8,285)
International Equity Fund (1,137)
Small Capitalization Equity Fund 29
Asset Allocation Fund (1,989)
Large Capitalization Equity Fund (5,281)
Putnam New Opportunities Fund (37,130)
Income Fund 391
---------
Net appreciation in fair value of investments $ 119,678
=========
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EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
4. 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 26
percent and 29 percent of the invested assets of the Plan at December 31,
2000, and 1999, respectively. The Company Stock Fund held approximately 41
percent and 29 percent of the invested assets of the Plan at December 31,
2000, and 1999, respectively. The Company believes that it offers
sufficient investment options to offset any significant concentration of
credit risk.
5. RELATED PARTY TRANSACTIONS
Bankers Trust Company is the trustee for the Plan. As of December 31, 2000,
approximately $62 million of Plan assets were invested with Bankers Trust
Company: (i) $36 million in the BT Pyramid Directed Account Cash Fund and
(ii) $26 million in Bankers Trust Company investment contracts. During
2000, approximately 52 percent and 60 percent of the Plan's purchase and
sale transactions, respectively, were related to these assets.
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 (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 July 2, 1998, 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. However, 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.
7. NEW ACCOUNTING PRONOUNCEMENT
In September 1999, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters. This SOP simplifies disclosures for certain investments
and supercedes AICPA Practice Bulletin 12, Reporting Separate Investment
Fund Option Information of Defined-Contribution Pension Plans.
12
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EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
7. NEW ACCOUNTING PRONOUNCEMENT (Continued)
The SOP amended the AICPA Audit and Accounting Guide Audits of Employee
Benefit Plans to: 1) eliminate the requirement for defined contribution
plans to present investments by general type for participant-directed
investments in the statement of net assets available for plan benefits, 2)
eliminate the requirement for defined contribution plans to disclose
participant-directed investment programs, 3) require defined contribution
plans to identify nonparticipant-directed investments that represent 5
percent or more of net assets available for plan benefits, and 4) eliminate
the requirement for defined contribution plans to disclose
benefit-responsive investment contracts by investment fund option.
This SOP is effective for financial statements for plan years beginning
after December 15, 1999. The Company adopted this pronouncement effective
January 1, 2000.
8. AMENDMENTS
Effective January 1, 2000, an eligible employee becomes a participant in
the Plan immediately upon employment by a participating company.
On January 1, 2000, Sonat Plan participant account balances, approximating
$137 million in market value were transferred to the Plan. Prior to this,
on October 25, 1999, the Company and Sonat Inc. completed a merger, and the
Sonat Savings Plan was merged into and became part of the Plan. Accounts
balances of participants in the Sonat Plan were frozen from participant
activity until year end.
On January 5, 2000, the Company, through a subsidiary, completed an
acquisition of Crystal Gas Storage Inc. The Crystal 401(k) Plan was frozen
from participant activity until March 1, 2000, at which time, it was merged
into the Plan and Crystal participant account balances, approximating $1.6
million, were transferred to the Plan.
On January 18, 2000, Bonneville Pacific Corporation merged with and into a
subsidiary of the Company. On March 1, 2000, all employees transferred out
of the Bonneville Pacific Corporation and became employees of other Company
subsidiaries. Effective May 1, 2000, participant account balances,
approximating $2.6 million, in the Bonneville Pacific Corporation 401(k)
Plan were transferred to the Plan.
13
18
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
9. SUBSEQUENT EVENTS
On January 29, 2001, the Company, through a subsidiary, completed a merger
with The Coastal Corporation ("Coastal"). Coastal maintained The Coastal
Corporation Thrift Plan. Effective March 5, 2001, account balances,
approximating $781 million, of participants in the Coastal Plan were
transferred to the Plan.
10. PLAN TERMINATION
Although the Company has not expressed any intent to do so, the Company
reserves 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
directed by the Retirement Savings Plan 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.
14
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EL PASO ENERGY 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)
2000 1999
-------- --------
Net assets available for Plan benefits
per the financial statements $821,283 $563,233
less: final distributions and participant
withdrawals that have been
processed and approved but
not paid by the Plan 806 485
-------- --------
Net assets available for Plan benefits
per the Form 5500 $820,477 $562,748
======== ========
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
December 31, 2000
-----------------
(in thousands)
Net increase in net assets
available for Plan benefits per the
financial statements $258,050
less: change in distributions and
participant withdrawals that
have been processed and approved
but not paid by the Plan 321
--------
Net increase in net assets
available for Plan benefits per the
Form 5500 $257,729
========
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.
15
20
SUPPLEMENTAL SCHEDULES
16
21
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
EIN: 76-0568816 PLAN: 002
SCHEDULE H, LINE 4i -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
NUMBER OF
SHARES
(UNITS) OR
PRINCIPAL
IDENTITY OF ISSUE, BORROWER, OR AMOUNT OF
SIMILAR PARTY, AND BONDS AND CURRENT
DESCRIPTION OF INVESTMENT NOTES COST VALUE
----------- ------------ ------------
COMPANY STOCK FUND
El Paso Corporation common stock 4,448,332 $205,210,729 $318,611,780
Short-term securities
Bankers Trust Company
BT Pyramid Directed Account Cash Fund 1,876,417 1,876,417 1,835,103
------------ ------------
Total investments - Company Stock Fund 207,087,146 320,446,883
------------ ------------
INCOME FUND
Deposits with financial institutions
Bankers Trust Company (Del)
BASIC # 97-888THT, 7.31%, matures 03/07/03 25,801,557 25,801,557 25,801,557
Bank of America NT & SA
# 99-056, 6.92%, matures 09/15/04 7,428,073 7,428,073 7,428,073
Bank of America
# 99-094, 6.83%, matures 09/15/04 21,917,400 21,917,400 21,917,400
Chase Manhattan Bank
# 401728, 6.67%, matures 12/30/03 10,347,888 10,347,888 10,347,888
CDC Investment Management Corporation
# 163-03, 5.70%, matures 03/20/05 5,008,337 5,008,337 5,008,337
State Street Bank & Trust
# 98263, 5.62%, matures 05/16/05 26,588,978 26,588,978 26,588,978
------------ ------------
Total deposits with financial institutions 97,092,233 97,092,233
------------ ------------
Deposits with insurance companies
Allstate Life Insurance Company
# 31071, 7.62%, matures 10/01/02 1,872,341 1,872,341 1,872,341
Business Men's Assurance
# 1336, 5.75%, matures 11/17/03 3,377,606 3,377,606 3,377,606
Continental Assurance Company
# 630-05647, 6.76%, matures 02/01/06 10,417,220 10,417,220 10,417,220
GE Life & Annuity Assurance Co
# GS-3410, 7.47%, matures 04/30/02 4,215,617 4,215,617 4,215,617
Jackson National Life
# 1362, 7.55%, matures 07/21/03 3,099,115 3,099,115 3,099,115
John Hancock Mutual Life Insurance Company
# 14937, 7.3% matures 06/02/05 1,565,016 1,565,016 1,565,016
# 7436, 6.26%, matures 5/1/07 14,216,476 14,216,476 14,216,476
# 8836, 5.61%, matures 2/01/02 3,017,999 3,017,999 3,017,999
Mass Mutual Life Insurance Company
# 10514, 5.63%, matures 7/5/02 2,403,999 2,403,999 2,403,999
# 10733, 5.48%, matures 11/30/03 2,061,699 2,061,699 2,061,699
Monumental Life Insurance Company
# 0074TR, 7.13%, matures 04/10/07 25,942,271 25,942,271 25,942,271
# 00204TR-1, 6.65%, matures 01/01/01 42,113 42,113 42,113
New York Life Insurance Company
# 06749, 5.70%, matures 03/20/03 183,062 183,062 183,062
# 06749-002, 5.62%, matures 09/20/01 776,445 776,445 776,445
# 30889-002, 5.750%, matures 06/20/01 363,419 363,419 363,419
# 30889, 6.67%, matures 1/31/02 2,208,400 2,208,400 2,208,400
17
22
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
EIN: 76-0568816 PLAN: 002
SCHEDULE H, LINE 4i -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
NUMBER OF
SHARES
(UNITS) OR
PRINCIPAL
IDENTITY OF ISSUE, BORROWER, OR AMOUNT OF
SIMILAR PARTY, AND BONDS AND CURRENT
DESCRIPTION OF INVESTMENT NOTES COST VALUE
----------- ------------ ------------
INCOME FUND (continued)
Deposits with insurance companies (continued)
SunAmerica Life Insurance Company
# 4891, 7.78%, matures 01/02/04 1,117,762 1,117,762 1,117,762
UBS AG
# 5051, 7.18%, matures 04/01/01 5,214,828 5,214,828 5,214,828
------------ ------------
Total deposits with insurance companies 82,095,388 82,095,388
Short-term securities
Bankers Trust Company
BT Pyramid Directed Account Cash Fund 34,712,853 34,712,853 34,591,753
------------ ------------
Total investments - Income Fund 213,900,474 213,779,374
------------ ------------
LOAN FUND
Participant Loans, 7% to 12.5% 17,738,380 -- 17,738,380
------------ ------------
Total investments - Loan Fund -- 17,738,380
------------ ------------
EQUITY INDEX FUND
Barclays Equity Index Fund 2,101,116 58,661,140 77,636,816
------------ ------------
Total investments - Equity Index Fund 58,661,140 77,636,816
------------ ------------
INTERNATIONAL EQUITY FUND
Templeton Foreign Fund-Internat'l Growth Portfolio Mutual Fund 1,316,980 13,511,603 13,617,572
------------ ------------
Total investments - International Equity Fund 13,511,603 13,617,572
------------ ------------
LARGE CAPITALIZATION EQUITY FUND
Fidelity Magellan Portfolio Mutual Fund 480,153 59,309,422 57,282,302
------------ ------------
Total investments - Large Capitalization Equity Fund 59,309,422 57,282,302
------------ ------------
PUTNAM NEW OPPORTUNITIES FUND
Putnam New Opportunities - Portfolio Mutual Fund 1,339,298 97,319,999 78,509,666
------------ ------------
Total investments - Putnam New Opportunities Fund 97,319,999 78,509,666
------------ ------------
SMALL CAPITALIZATION EQUITY FUND
SSgA Small Cap - Portfolio Mutual Fund 257,891 5,267,241 5,413,129
------------ ------------
Total investments - Small Cap Equity Fund 5,267,241 5,413,129
------------ ------------
ASSET ALLOCATION FUND
INVESCO Total Return Manager Mutual Fund 770,863 21,520,934 20,373,906
------------ ------------
Total investments - Asset Allocation Fund 21,520,934 20,373,906
------------ ------------
Total Assets Held For Investment Purposes $676,577,959 $804,798,028
============ ============
18
23
EL PASO ENERGY CORPORATION
RETIREMENT SAVINGS PLAN
EIN: 76-0568816 Plan: 002
SCHEDULE H, LINE 4j -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
NUMBER OF
TRANSACTIONS COST OF
----------------- PURCHASE SELLING SECURITIES NET
SECURITY DESCRIPTION PURCHASES SALES PRICE PROCEEDS SOLD GAIN
-------------------- --------- ----- ------------ ------------- ------------ -------------
Pyramid Directed Account Cash Fund 268 253 $684,377,838 $658,862,548 $658,862,548 $ --
El Paso Corporation Common Stock 75 106 251,761,370 328,544,822 226,967,873 101,576,949
Fidelity Magellan Fund 110 144 20,099,084 13,391,549 12,351,344 1,040,205
Putnam New Opportunities Fund 150 103 95,230,531 45,923,773 38,051,677 7,872,096
J. Hancock Mtl Life #8836 GAC for
El Paso Corporation
5.61% 02/01/2002 19 10 20,125,418 17,111,287 17,111,287 --
Monumental Life Ins Co. Contract
#0074TRx
7.13% 04/10/2007 17 15 14,682,499 14,955,368 14,955,368 --
UBS AG # 5051
7.18% matures 04/01/01 14 4 20,214,829 15,000,000 15,000,000 --
Bank of America #99-094
6.92% 09/15/2004 22 17 45,872,090 23,954,690 23,954,690 --
Caisse Des Depots, CDC Bric 163-03x
5.70% 03/20/2005 16 8 22,685,849 17,677,512 17,677,512 --
19
24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Numbers 333-26813, 333-26823, 333-26831, 33-46519,
33-49956, 33-51851, 33-57553, 333-75781, 333-78949, 333-78951, 333-78979,
333-94717, 333-94719, 33-52100, and 333-31060) of El Paso Corporation of our
report dated June 25, 2001 relating to the financial statements and supplemental
schedules of the El Paso Energy Corporation Retirement Savings Plan, which
appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
June 26, 2001