===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the fiscal year ended December 31, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT F 1934
For the transition period from to
Commission File No. 1-14365
El Paso Corporation
Retirement Savings Plan
(Full title of the plan)
El Paso Corporation
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Name of issuer of the securities held pursuant to the plan
and address of its prinipal executive office)
===========================================================================
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
-----------------------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES WITH
REPORT OF INDEPENDENT
ACCOUNTANTS
DECEMBER 31, 2001 AND 2000
EL PASO 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, 2001 and 2000.................... 3
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 2001....... 4
Notes to Financial Statements.......................... 5
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes as of December 31, 2001......... 16
Schedule H, Line 4j - Schedule of Reportable
Transactions for the year ended December 31, 2001... 18
Consent of Independent Accountants....................... 19
Report of Independent Accountants
To the Board of Directors of
El Paso Corporation:
In our opinion, the accompanying statements of net assets
available for plan benefits and the related statements 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 Corporation Retirement Savings Plan (the "Plan") at
December 31, 2001 and December 31, 2000, and the changes in net
assets available for plan benefits for the year ended December
31, 2001 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 21, 2002
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
( In thousands )
December 31,
-----------------
2001 2000
-------- --------
ASSETS
Investments (cost, $1,431,138
and $676,578,
respectively) $1,087,276 $804,798
Receivables
Interest 140 181
Dividends 2,910 1,007
Participant contributions 2,179 1,207
Employer contributions 1,236 545
Amounts due from others - 13,554
--------- -------
Total receivables 6,465 16,494
--------- -------
Total assets 1,093,741 821,292
--------- -------
LIABILITIES
Accrued expenses 48 9
Amounts due to others 411 -
--------- -------
Total liabilities 459 9
--------- -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,093,282 $821,283
========= ========
The accompanying notes are an integral part of these financial statements.
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
( In thousands )
For the
year ended
December 31, 2001
-----------------
ADDITIONS
Dividends $ 14,310
Interest 16,187
Net depreciation in fair value of
investments (408,018)
--------------
Net investment loss (377,521)
Contributions
Employer 30,687
Participants 59,732
--------------
Total contributions 90,419
Trustee transfers 871,640
--------------
Total additions 584,538
DEDUCTIONS
Benefits paid to participants 311,348
Administrative fees 1,191
--------------
Total deductions 312,539
--------------
Net increase 271,999
Net assets available for Plan benefits
Beginning of period 821,283
--------------
End of period $ 1,093,282
==============
The accompanying notes are an integral part of these financial statements.
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, 2001. 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, certain
outlet store employees 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 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.
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.
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 2001. 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 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.
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
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.
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
____________
NOTES TO FINANCIAL STATEMENTS
(Continued)
1.DESCRIPTION OF PLAN (Continued)
-------------------
The following numbers of participants were invested in the
various funds at December 31, 2001 and 2000:
Number of
Fund Participants
---- -------------------
2001 2000
---- ----
Income Fund 5,785 3,258
Company Stock Fund 17,971 6,491
Equity Index Fund 3,869 2,677
International Equity Fund 2,056 1,194
Large Capitalization Equity Fund 4,657 2,946
Mid Capitalization Equity Fund 4,213 2,933
Small Capitalization Equity Fund 1,612 666
Asset Allocation Fund 3,511 1,458
Loan Fund 2,527 991
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, 2001 and 2000, the
Plan's investment contracts with financial institutions
and insurance companies are reported at contract value
which approximates estimated fair value. On December 31,
2001 and 2000, the average yield for these investment
contracts was 6.12 percent and 6.63 percent, respectively,
while the average crediting interest rate was 5.88 percent
and 6.69 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.
EL PASO 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 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.
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)
2001 2000
------ ------
El Paso Corporation common stock,
13,586,383 and 4,448,332 shares, respectively $ 606,088 $ 318,612
Barclays Equity Index Fund, 2,015,202 and
2,101,116 shares, respectively 65,615 77,637
Fidelity Magellan Fund, 542,219 and 480,153
shares, respectively 56,510 57,282
During 2001, the Plan's investments (including gains and
losses on investments bought and sold, as well as held
during the year) depreciated in value by $ 408 thousand as
follows:
(In thousands)
Company Stock Fund $ (366,628)
Mid Capitalization Equity Fund (21,726)
Equity Index Fund (8,860)
Large Capitalization Equity Fund (7,433)
Asset Allocation Fund (1,620)
International Equity Fund (1,512)
Income Fund (228)
Small Capitalization Equity Fund (11)
-------------
Net depreciation in fair
value of investments $ (408,018)
=============
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 20 percent and 26 percent
of the invested assets of the Plan at December 31, 2001,
and 2000, respectively. The Company Stock Fund held
approximately 57 percent and 41 percent of the invested
assets of the Plan at December 31, 2001, and 2000,
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
--------------------------
Bankers Trust Company is the trustee for the Plan. During
the year ended December 31, 2001, approximately $562
million of Plan assets were invested with Bankers Trust
Company: (i) $560 million in the BT Pyramid Directed
Account Cash Fund, and (ii) $2 million in Bankers Trust
Company investment contracts. During 2001, approximately
25 percent and 41 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. 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.
7. AMENDMENTS AND TRANSFERS
------------------------
Effective January 29, 2001, the Company completed a merger
with The Coastal Corporation ("Coastal"). Coastal
maintained The Coastal Corporation Thrift Plan, consisting
of 10,933 employees and $781.1 million in assets, which
was merged into and became part of the Plan.
Effective February 7, 2001, the name of the Plan was
changed to El Paso Corporation Retirement Savings Plan in
connection with the Company name change.
The Engage Retirement Savings Plan, consisting of 291
employees and $7.3 million in assets, was frozen effective
January 1, 2001 pursuant to a merger completed by Engage
Energy US, L.P. and The Coastal Corporation on October 1,
2000. Effective June 7, 2001, this plan was merged into and
became part of the Plan pursuant to The Coastal Corporation
merger with the Company.
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
____________
NOTES TO FINANCIAL STATEMENTS
(Continued)
7.AMENDMENTS AND TRANSFERS (Continued)
------------------------
Effective October 1, 2001, the Panther Creek Fuel Co.
401(k) Plan, consisting of 19 employees and $190 thousand
in assets, was merged into and became part of the Plan.
Prior to this, on June 30, 2001, the Company and Panther
Creek Fuel Co., Inc. completed a merger and the Company
became the employer maintaining the Panther Creek Fuel Co.
401(k) Plan.
During 2001, other individually immaterial balances were
also transferred into the Plan.
8.PLAN TERMINATION
----------------
Although the Company has not expressed any intent to do
so, 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 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.
9.SUBSEQUENT EVENTS
-----------------
On 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 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 Committee also decided 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 "A" Fund, the State Street Global
Advisors (SSgA) Small Cap Fund with the Fidelity Small
Cap Fund and add the Dodge & Cox Large Cap Value Fund as
a large cap value fund option.
At May 31, 2002, the Plan's net assets available for plan
benefits approximated $835 million. Net assets have
declined subsequent to the Plan's year-end by
approximately 23 percent due to depressed market conditions
and disbursements relating to employee terminations.
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)
2001 2000
------------- -------------
Net assets available for Plan benefits
per the financial statements $ 1,093,282 $ 821,283
less: final distributions and
participant withdrawals that
have been processed and
approved but not paid by
the Plan 333 806
------------ -------------
Net assets available for Plan benefits
per the Form 5500 $ 1,092,949 $ 820,477
============ =============
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, 2001
--------------------
(In thousands)
Net increase in net assets
available for Plan benefits per the
financial statements $ 271,999
add: change in distributions and
participant withdrawals that
have been processed and approved
but not paid by the Plan 473
-------------
Net increase in net assets
available for Plan benefits per the
the Form 5500 $ 272,472
=============
Final distributions and participant withdrawals that have
been processed and approved but not paid by the Plan are
not considered Plan obligations until paid under generally
accepted accounting principles, and therefore, are not
presented as liabilities or benefits paid in the
accompanying financial statements.
SUPPLEMENTAL SCHEDULES
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
EIN: 76-0568816 Plan: 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2001
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 13,586,383 $945,495,885 $606,088,546
Short-term securities
Bankers Trust Company
BT Pyramid Directed Account Cash Fund 18,146,262 18,146,262 18,146,262
----------- ----------
Total investments - Company Stock Fund 963,642,147 624,234,808
----------- ----------
INCOME FUND
Deposits with financial institutions
Bank of America NT & SA
# 99-056, 6.92%, matures 09/15/04 7,905,050 7,905,050 7,905,050
Bank of America
# 99-094, 6.83%, matures 09/15/04 16,688,144 16,688,144 16,688,144
Caisse Des Depots
# 153-03 5,007,300 5,007,300 5,007,300
Chase Manhattan Bank
# 401728, 6.18%, matures 12/30/03 8,901,597 8,901,597 8,901,597
CDC Investment Management Corporation
# 1163-01, 5.10%, matures 06/30/05 16,224,067 16,224,067 16,224,067
JPMorgan Chase Bank
# 401728-TH, 6.70%, matures 12/31/10 27,601,885 27,601,885 27,601,885
State Street Bank & Trust
# 98263, 4.58%, matures 05/16/05 23,089,963 23,089,963 23,089,963
------------ ------------
Total deposits with financial institutions 105,418,006 105,418,006
------------- ------------
Deposits with insurance companies
AETNA Life Insurance
# 14683, 5.80%, matures 03/01/05 11,764,472 11,764,472 11,764,472
Business Men's Assurance
# 1336, 5.75%, matures 11/17/03 3,571,818 3,571,818 3,571,818
Continental Assurance Company
# 630-05647, 6.57%, matures 09/01/03 6,847,817 6,847,817 6,847,817
GE Life & Annuity Assurance Co
# GS-3410, 7.47%, matures 04/30/02 4,530,523 4,530,523 4,530,523
Jackson National Life
# 1362, 7.55%, matures 07/21/03 3,333,098 3,333,098 3,333,098
John Hancock Mutual Life Insurance Company
# 14937, 7.3%, matures 06/02/05 1,685,992 1,685,992 1,685,992
# 7436, 6.26%, matures 05/1/07 14,415,049 14,415,049 14,415,049
# 8836, 6.20%, matures 02/01/02 3,017,979 3,017,979 3,017,979
Metropolitan Life
# 28191, 4.99%, matures 07/26/04 2,046,729 2,046,729 2,046,729
Monumental Life Insurance Company
# 0074TR, 7.20%, matures 04/10/07 19,448,992 19,448,992 19,448,992
New York Life Insurance Company
# 06749, 5.70%, matures 03/20/03 183,063 183,063 183,063
# 06749-003, 5.75%, matures 06/30/98 384,316 384,316 384,316
# 30667, 6.78%, matures 01/31/02 2,355,700 2,355,700 2,355,700
EL PASO CORPORATION
RETIREMENT SAVINGS PLAN
EIN: 76-0568816 Plan: 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2001
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, 7.78%, matures 01/02/04 1,204,783 1,204,783 1,204,783
UBS AG
# 5091, 4.82%, matures 03/10/10 19,705,774 19,705,774 19,705,774
UBS AG
# 5051, 7.18%, matures 04/01/01 5,439,492 5,439,492 5,439,492
-------------- -------------
Total deposits with insurance companies 99,935,597 99,935,597
-------------- -------------
Short-term securities
Bankers Trust Company
BT Pyramid Directed Account
Cash Fund 8,683,317 8,683,317 8,683,317
-------------- -------------
Total investments-Income Fund 214,036,920 214,036,920
-------------- -------------
LOAN FUND
Participant Loans, 7% to 12.5% 23,620,745 - 23,620,745
-------------- -------------
Total investments-Loan Fund - 23,620,745
-------------- -------------
EQUITY INDEX FUND
Barclays Equity Index Fund 2,015,202 57,898,281 65,614,998
-------------- -------------
Total investments-Equity Index Fund 57,898,281 65,614,998
-------------- -------------
INTERNATIONAL EQUITY FUND
Templeton Foreign Fund-Internat'l
Growth Portfolio Mutual Fund 1,645,817 16,494,929 15,223,806
-------------- -------------
Total investments-International Equity Fund 16,494,929 15,223,806
-------------- -------------
LARGE CAPITALIZATION EQUITY FUND
Fidelity Magellan Portfolio Mutual Fund 542,219 64,684,373 56,510,041
-------------- -------------
Total investments- Large Cap Equity Fund 64,684,373 56,510,041
-------------- -------------
MID CAPITALIZATION EQUITY FUND
Putnam New Opportunities-Portfolio
Mutual Fund 1,184,548 72,850,446 48,542,762
-------------- -------------
Total investments - Mid Cap Equity Fund 72,850,446 48,542,762
-------------- -------------
SMALL CAPITALIZATION EQUITY FUND
SSgA Small Cap - Portfolio Mutual Fund 416,468 8,426,481 8,650,046
-------------- -------------
Total investments - Small Cap Equity Fund 8,426,481 8,650,046
-------------- -------------
ASSET ALLOCATION FUND
INVESCO Total Return Manager Mutual Fund 1,233,191 33,103,988 30,842,106
-------------- -------------
Total investments - Asset
Allocation Fund 33,103,988 30,842,106
-------------- -------------
Total Assets Held For Investment
Purposes $1,431,137,565 $1,087,276,232
============== ==============
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, 2001
Number of
transactions Cost of
---------------- Purchase Selling securities Net
Security description Purchases Sales price proceeds sold Loss
----------------------- --------- ----- --------- --------- ----------- --------
Pyramid Directed Account
Cash Fund 241 276 $560,096,156 $569,855,847 $569,855,847 $ -
El Paso Corporation
Common Stock 113 123 529,544,400 530,248,462 551,244,311 ($20,995,849)
Putnam New Opportunities
Fund 115 133 32,086,979 40,328,083 56,556,533 ($16,228,450)
Monumental Life Ins Co.
Contract #0074TR
7.20% 04/10/2007 19 19 20,557,304 27,050,583 27,050,583 -
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/ H. Brent Austin
________________________________
Executive Vice President
Chief Financial Officer and
Member of the Benefits Committee
of the El Paso Corporation
Retirement Savings Plan
Dated: June 28, 2002
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
23.1 Consent of PricewaterhouseCoopers LLP