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, 2002
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 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
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
----------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES WITH
REPORT OF INDEPENDENT
AUDITORS
DECEMBER 31, 2002 AND 2001
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH REPORT OF INDEPENDENT AUDITORS
INDEX
Page
----
Report of Independent Auditors ....................................................... 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 2002 and 2001 ............................................ 3
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2002 ........................................ 4
Notes to Financial Statements ................................................... 5
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2002 ..................................................... 16
Schedule H, Line 4j - Schedule of Reportable Transactions for the year ended
December 31, 2002 ........................................................... 18
Consent of Independent Accountants ................................................... 19
REPORT OF INDEPENDENT AUDITORS
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
plan benefits of the El Paso Corporation Retirement Savings Plan (the "Plan") at
December 31, 2002 and December 31, 2001, and the changes in net assets available
for plan benefits for the year ended December 31, 2002 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 27, 2003
2
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
( IN THOUSANDS )
December 31,
------------------------------
2002 2001
----------- -----------
ASSETS
Investments (cost, $1,267,083 and
$1,431,138 respectively) $ 579,074 $ 1,087,276
Receivables
Interest 84 140
Dividends 3,633 2,910
Participant contributions 2,049 2,179
Employer contributions 1,166 1,236
----------- -----------
Total receivables 6,932 6,465
----------- -----------
Total assets 586,006 1,093,741
----------- -----------
LIABILITIES
Accrued expenses 210 48
Amounts due to others 1,392 411
----------- -----------
Total liabilities 1,602 459
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 584,404 $ 1,093,282
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
( IN THOUSANDS )
FOR THE
YEAR ENDED
DECEMBER 31, 2002
-----------------
ADDITIONS
Dividends $ 14,691
Interest 14,839
Net depreciation in fair value of
investments (563,127)
-----------------
Net investment loss (533,597)
Contributions
Employer 33,337
Participants 67,040
-----------------
Total contributions 100,377
Trustee transfers 7
-----------------
Total additions (433,213)
DEDUCTIONS
Benefits paid to participants 73,698
Administrative fees 1,967
-----------------
Total deductions 75,665
-----------------
Net decrease (508,878)
Net assets available for Plan benefits
Beginning of period 1,093,282
-----------------
End of period $ 584,404
=================
The accompanying notes are an integral part of these financial statements.
4
EL PASO CORPORATION
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, 2002. 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 Pension Plan, Retirement Savings Plan and Employees'
Benefit Trust (the "Committee") is responsible for the general
administration of the Plan as described in the Plan document. Deutsche Bank
Trust Company Americas, formerly Bankers Trust Company ("Deutsche Bank") is
the trustee for 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
A participant may elect to make basic contributions from 2 percent to 15
percent of his or her eligible compensation on a before-tax or after-tax
basis. The Company will make matching contributions in the same manner as
that of participant contributions, 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 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.
Participant Accounts
Each participant's account is credited with the participant's
contributions, the Company's matching contributions, and the participant's
share of net earnings or losses of his or her respective elected investment
funds under the Plan. Net investment gains and losses in a particular
investment fund are allocated in proportion to the respective participant
account balances in that fund.
5
EL PASO 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 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 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 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. 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 separation from service. If the loan is
not repaid, it will be automatically treated as a distribution to the
participant.
6
EL PASO 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 2002. The diversification of securities
within each investment fund is at the discretion of the fund manager. 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 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 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: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.
3) Equity Index Fund - invested primarily 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.
7
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
1. DESCRIPTION OF PLAN (Continued)
Investment Options (Continued)
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) Mid Capitalization Equity Fund - invested primarily in the
publicly traded mutual fund known as the American Funds Growth Fund (Class
A) managed by Capital Research and Management Company.
7) Small Capitalization Equity Fund - invested primarily in the
publicly traded mutual fund known as the AIM Small Cap Growth Fund "A"
managed by AIM Capital Management.
8) Asset Allocation Fund - invested primarily in the publicly
traded mutual fund known as the Dodge & Cox Balanced Fund managed by Dodge
& Cox.
9) Large Capitalization Value Fund - invested primarily in the
publicly traded mutual fund known as the Dodge & Cox Large Cap Value Fund
managed by Dodge & Cox.
10) Loan Fund - invested individually for each borrowing
participant in any loans to the participant.
8
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
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 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, 2002 and 2001, the Plan's investment
contracts with financial institutions and insurance companies are reported
at contract value which approximates estimated fair value. On December 31,
2002 and 2001, the average yield for these investment contracts was 5.46
percent and 6.12 percent, respectively, while the average crediting
interest rate was 5.19 percent and 5.88 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
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Amounts Due To/From Others
Amounts due to/from others reflect the net unsettled securities bought and
sold at year end.
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 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 Depreciation in Fair Value of Investments
The Plan presents in the statement of changes in net assets available for
plan benefits the net 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.
Since November 2002, El Paso has undergone a series of downgrades of its
credit ratings. The Company's senior unsecured debt is rated a "B" by
Standard and Poor's Rating Services as of February 7, 2003 and "Caa1" by
Moody's Investor Service as of February 11, 2003. We do not believe these
downgrades will impact the Company's ability to perform its obligations as
Plan Sponsor.
10
EL PASO 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)
2002 2001
--------- ---------
El Paso Corporation common stock,
17,235,920 and 13,586,383 shares, respectively $ 119,962 $ 606,088
Barclays Equity Index Fund, 1,719,043 and
2,015,202 shares, respectively 43,647 65,615
Fidelity Magellan Fund, 501,229 and 542,219
shares, respectively 39,577 56,510
American Growth Fund, 1,573,867 and 0
shares, respectively 29,069 --
Dodge & Cox Balanced Fund, 521,156 and 0
shares, respectively 31,660 --
JPMorgan Chase Bank - #401728-TH, *
29,609798 and 27,601,885 shares, respectively 29,610 27,602**
Monument Life Insurance Company - #436TR, *
29,585,912 and 0 shares, respectively 29,586 --
* Non-participant directed investment
** JPMorgan Chase shares denoted less than 5% of Plan assets in 2001
During 2002, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated/(depreciated) in
value by $563 million as follows:
(In thousands)
Company Stock Fund $ (513,575)
Mid Capitalization Equity Fund (11,215)
Equity Index Fund (14,154)
Large Capitalization Equity Fund (14,026)
Asset Allocation Fund (3,943)
International Equity Fund (2,151)
Income Fund 287
Large Capitalization Value Fund (1,290)
Small Capitalization Equity Fund (3,060)
----------
Net depreciation in fair value of investments $ (563,127)
==========
11
EL PASO 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 43
percent and 20 percent of the invested assets of the Plan at December 31,
2002, and 2001, respectively. The Company Stock Fund held approximately 22
percent and 57 percent of the invested assets of the Plan at December 31,
2002, and 2001, 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 is up to the individual participant.
5. RELATED PARTY TRANSACTIONS
During the year ended December 31, 2002, approximately $291 million of Plan
assets were invested with Deutsche Bank in the BT Pyramid Directed Account
Cash Fund. During 2002, approximately 40 percent and 35 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. AMENDMENTS AND FILINGS
Effective January 1, 2002, the Plan was amended to conform to the
provisions of the Economic Growth and Tax Relief Reconciliation
Act of 2001.
Effective January 1, 2002, the Plan was amended to allow for the before-tax
or after-tax basic contribution limit to increase from 10 percent to 15
percent of eligible compensation. The after-tax supplemental contribution
limit remains unchanged.
On February 28, 2002, the Company filed with the IRS, Form 5300,
Application for Determination for Employee Benefit Plan, and related
documents on the amended Plan.
Effective May 1, 2002, the Plan was amended to allow for Company matching
contributions to initially be invested in the same manner as that of
participant contributions. In addition, the Plan was amended to replace the
INVESCO Total Return Fund with the Dodge & Cox Balanced Fund, the Putnam
New Opportunities Fund with the American Funds Growth Fund of America Fund
"A", the State Street Global Advisors (SSgA) Small Cap Fund with the AIM
Small Cap Growth Fund "A" and add the Dodge & Cox Large Cap Value Fund as a
large cap value fund option.
12
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
8. 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.
9. SUBSEQUENT EVENTS
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 remains unchanged at
15 percent and the supplemental after-tax contribution limit remains
unchanged at 5 percent.
13
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
------------
NOTES TO FINANCIAL STATEMENTS
(Continued)
10. 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)
2002 2001
----------- -----------
Net assets available for Plan benefits
per the financial statements $ 584,404 $ 1,093,282
less: final distributions and participant
withdrawals that have been
processed and approved but
not paid by the Plan 454 333
----------- -----------
Net assets available for Plan benefits
per the Form 5500 $ 583,950 $ 1,092,949
=========== ===========
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, 2002
------------------
(In thousands)
Net decrease in net assets
available for Plan benefits per the
financial statements $ (508,878)
add: change in distributions and
participant withdrawals that
have been processed and approved
but not paid by the Plan (121)
-----------------
Net decrease in net assets
available for Plan benefits per
the Form 5500 $ (508,999)
=================
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.
14
SUPPLEMENTAL SCHEDULES
15
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
EIN: 76-0568816 PLAN: 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
NUMBER OF
SHARES
(UNITS) OR
PRINCIPAL
IDENTITY OF ISSUER, BORROWER, OR AMOUNT OF
SIMILAR PARTY, AND BONDS AND CURRENT
DESCRIPTION OF INVESTMENT NOTES COST VALUE
---------------------------------------------------------- --------------- --------------- ---------------
COMPANY STOCK FUND
El Paso Corporation common stock* 17,235,920 $ 798,667,677 $ 119,962,003
Short-term securities
Bankers Trust Company*
BT Pyramid Directed Account Cash Fund 5,303,092 5,303,092 5,303,092
--------------- ---------------
Total investments - Company Stock Fund 803,970,769 125,265,095
--------------- ---------------
INCOME FUND
Deposits with financial institutions
Bank of America NT & SA
# 99-056, 6.81%, matures 09/15/04 13,812,195 13,812,195 13,812,195
Bank of America
# 99-094, 5.79%, matures 09/15/04 20,816,014 20,816,014 20,816,014
Caisse Des Depots
# 163-03 5,005,172 5,005,172 5,005,172
Chase Manhattan Bank
# 401728, 6.18%, matures 12/30/03 9,427,488 9,427,488 9,427,488
CDC Investment Management Corporation
# 1163-01, 5.10%, matures 06/30/05 20,825,865 20,825,865 20,825,865
JPMorgan Chase Bank
# 401728-TH, 6.70%, matures 12/31/10 29,609,798 29,609,798 29,609,798
Rabobank Nederland
# 100201, 2.44%, matures 11/01/07 12,542,247 12,542,247 12,542,247
State Street Bank & Trust
# 98263, 4.58%, matures 05/16/05 17,133,730 17,133,730 17,133,730
--------------- ---------------
Total deposits with financial institutions 129,172,509 129,172,509
--------------- ---------------
Deposits with insurance companies
AETNA Life Insurance
# 14683, 5.80%, matures 03/01/05 9,768,772 9,768,772 9,768,772
Business Men's Assurance
# 1336, 5.75%, matures 11/17/03 3,777,198 3,777,198 3,777,198
Continental Assurance Company
# 630-05647, 6.57%, matures 09/01/03 4,332,934 4,332,934 4,332,934
GE Life & Annuity Assurance Co
# GS-3410, 7.47%, matures 04/30/02 -- -- --
Jackson National Life
# 1362, 7.55%, matures 07/21/03 3,584,747 3,584,747 3,584,747
John Hancock Mutual Life Insurance Company
# 14937, 7.3%, matures 06/02/05 1,816,319 1,816,319 1,816,319
# 7436, 6.26%, matures 05/1/04 15,305,869 15,305,869 15,305,869
# 8836, 6.20%, matures 02/01/02 -- -- --
Metropolitan Life
# 28191, 4.99%, matures 07/26/04 2,157,457 2,157,457 2,157,457
# 28594, 4.85%, matures 04/26/05 2,581,087 2,581,087 2,581,087
Monumental Life Insurance Company
# 0074TR, 7.20%, matures 04/10/07 11,761,700 11,761,700 11,761,700
# 436TR, 4.13%, matures 03/15/10 29,585,912 29,585,912 29,585,912
New York Life Insurance Company
# 06749, 5.70%, matures 03/20/03 183,062 183,062 183,062
# 06749-003, 5.75%, matures 06/30/98 406,414 406,414 406,414
# 30667, 6.78%, matures 01/31/02 2,512,825 2,512,825 2,512,825
* parties in interest
16
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
EIN: 76-0568816 PLAN: 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
NUMBER OF
SHARES
(UNITS) OR
PRINCIPAL
IDENTITY OF ISSUER, 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, 8.36%, matures 01/02/04 1,299,018 1,299,018 1,299,018
UBS AG
# 5091, 4.82%, matures 03/05/10 23,890,899 23,890,899 23,890,899
UBS AG
# 5051, 6.39%, matures 03/16/02 5,544,820 5,544,820 5,544,820
--------------- ---------------
Total deposits with insurance companies 118,509,033 118,509,033
--------------- ---------------
Short-term securities
Bankers Trust Company
BT Pyramid Directed Account Cash Fund 244,990 244,990 244,990
--------------- ---------------
Total investments - Income Fund 247,926,532 247,926,532
--------------- ---------------
LOAN FUND
Participant Loans, 7% to 12.5% 24,287,932 -- 24,287,932
--------------- ---------------
Total investments - Loan Fund -- 24,287,932
--------------- ---------------
EQUITY INDEX FUND
Barclays Equity Index Fund 1,719,043 49,418,768 43,646,510
--------------- ---------------
Total investments - Equity Index Fund 49,418,768 43,646,510
--------------- ---------------
LARGE CAPITALIZATION VALUE FUND
Dodge & Cox Large Cap Value Fund 111,826 10,682,682 9,846,278
--------------- ---------------
Total investments - Large Cap Value Fund 10,682,682 9,846,278
--------------- ---------------
INTERNATIONAL EQUITY FUND
Templeton Foreign Fund-Internat'l Growth Portfolio Mutual
Fund 1,923,442 18,551,778 15,983,805
--------------- ---------------
Total investments - International Equity Fund 18,551,778 15,983,805
--------------- ---------------
LARGE CAPITALIZATION EQUITY FUND
Fidelity Magellan Portfolio Mutual Fund 501,229 56,452,708 39,577,014
--------------- ---------------
Total investments - Large Cap Equity Fund 56,452,708 39,577,014
--------------- ---------------
MID CAPITALIZATION EQUITY FUND
American Growth Fund 'A' 1,573,867 34,153,335 29,069,319
--------------- ---------------
Total investments - Mid Cap Equity Fund 34,153,335 29,069,319
--------------- ---------------
SMALL CAPITALIZATION EQUITY FUND
AIM Small Cap Growth Fund - Portfolio Mutual Fund 639,114 11,897,730 11,810,835
--------------- ---------------
Total investments - Small Cap Equity Fund 11,897,730 11,810,835
--------------- ---------------
ASSET ALLOCATION FUND
Dodge & Cox Balanced Fund 521,156 34,028,594 31,660,205
--------------- ---------------
Total investments - Asset Allocation Fund 34,028,594 31,660,205
--------------- ---------------
Total Assets Held at End of Year $ 1,267,082,896 $ 579,073,525
=============== ===============
17
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
EIN: 76-0568816 PLAN: 002
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
Number of
transactions Cost of
--------------------- Purchase Selling securities Net
Security description Purchases Sales price proceeds sold loss
---------------------------------- --------- -------- -------------- -------------- -------------- --------------
Pyramid Directed Account Cash Fund 250 255 $ 291,423,837 $ 312,950,324 $ 312,950,324 $ --
El Paso Corporation Common Stock 125 129 134,074,289 94,075,978 270,390,035 $ (176,314,057)
Putnam New Opportunities Fund 38 45 6,080,501 49,891,860 78,930,947 $ (29,039,087)
Growth Fund America Inc. 57 115 45,949,886 10,397,145 27,050,583 $ (16,653,438)
18
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/ Dwight Scott
-----------------------------------------
Dwight Scott
Executive Vice President and Chief
Financial Officer of El Paso Corporation,
and Committee of the El Paso Corporation
Retirement Savings Plan
Date: June 27, 2003
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -------------------------------------
23.l Consent of PricewaterhouseCoopers LLP
99.A Certification of Chief Executive Officer pursuant to 18
U.S.C. sec. 1350 as adopted pursuant to sec. 906 of the
Sarbanes-Oxley Act of 2002. A signed original of this
written statement required by sec. 906 has been provided
to El Paso Corporation and will be retained by El Paso
Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.
99.B Certification of Chief Financial Officer pursuant to 18
U.S.C. sec. 1350 as adopted pursuant to sec. 906 of the
Sarbanes-Oxley Act of 2002. A signed original of this
written statement required by sec. 906 has been provided
to El Paso Corporation and furnished to the Securities
and Exchange Commission or its staff upon request.