-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/s8G6U16HrFhBU3plqOBapjqF6C6gb0mS/nj4ZVP/RJ4DW2H8w3KNT0tBGBiE57 6eFtfKVVFEYwjEghjNGP0Q== 0000916457-05-000052.txt : 20050629 0000916457-05-000052.hdr.sgml : 20050629 20050629171746 ACCESSION NUMBER: 0000916457-05-000052 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 05925829 BUSINESS ADDRESS: STREET 1: 50 WEST SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089955115 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO STREET 2: SUITE 500 CITY: SAN JOSE STATE: CA ZIP: 95113 11-K 1 o62905-11k.txt UNITED STATES 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, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 1-12079 CALPINE CORPORATION RETIREMENT SAVINGS PLAN (EIN 77-0212977 PLAN NUMBER 002) (Full title of the plan) CALPINE CORPORATION 50 WEST SAN FERNANDO STREET SAN JOSE, CALIFORNIA 95113 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) Required Information Financial Statements: - --------------------- Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004 Notes to Financial Statements Other:* Schedule H, Part IV, Line 4i, Form 5500 -- Schedule of Assets (Held at End of Year) at December 31, 2004 * Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 ("ERISA") have been omitted, because they are not applicable. Exhibit 23.1 - Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CALPINE CORPORATION RETIREMENT SAVINGS PLAN Date: June 29, 2005 By: /s/ Peter Cartwright -------------------- Peter Cartwright Chairman of the Board of Directors of Calpine Corporation Calpine Corporation Retirement Savings Plan Financial Statements and Supplemental Schedule December 31, 2004 and 2003 Calpine Corporation Retirement Savings Plan Index to Financial Statements and Supplemental Schedule - --------------------------------------------------------------------------------
Page Report of Independent Registered Public Accounting Firm.................................... 1 Financial Statements Statements of Net Assets Available for Benefits at December 31, 2004 and 2003........... 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004................................................ 3 Notes to Financial Statements........................................................... 4-7 Supplemental Schedule:* Schedule H, Part IV, Line 4i, Form 5500 -- Schedule of Assets (Held at End of Year) at December 31, 2004.......................................................... 8 * Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 ("ERISA") have been omitted, because they are not applicable.
Report of Independent Registered Public Accounting Firm To the Participants and Administrator of Calpine Corporation Retirement Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Calpine Corporation Retirement Savings Plan (the "Plan") at December 31, 2004 and December 31, 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP San Francisco, California June 27, 2005 -1- Calpine Corporation Retirement Savings Plan Statements of Net Assets Available for Benefits - -------------------------------------------------------------------------------- December 31, --------------------------------- 2004 2003 ------------- ------------- Assets Investments, at fair value (Note 3)....... $ 138,889,304 $ 107,827,940 Participant loans......................... 4,107,295 3,090,261 ------------- ------------- Total investments...................... 142,996,599 110,918,201 Non-interest bearing cash.................... 177,456 18,254 ------------- ------------- Total assets........................... 143,174,055 110,936,455 Liabilities Other liabilities............................ 19,890 -- ------------- ------------- Net assets available for benefits...... $ 143,154,165 $ 110,936,455 ============= ============= The accompanying notes are an integral part of these financial statements. -2- Calpine Corporation Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits - -------------------------------------------------------------------------------- For the Year Ended December 31, 2004 ------------- Additions to net assets attributed to investment income Net appreciation in fair value of investments (Note 3)....... $ 3,414,398 Interest and dividends....................................... 262,672 Interest income from participant loans....................... 259,766 ------------- Total investment income................................. 3,936,836 Contributions Participants................................................. 19,852,566 Company...................................................... 12,433,043 Rollovers.................................................... 2,644,189 ------------- Total contributions..................................... 34,929,798 ------------- Total additions......................................... 38,866,634 ------------- Deductions from net assets attributed to Benefits paid to participants................................ 6,561,633 Administrative expenses (Note 4)............................. 87,291 ------------- Total deductions........................................ 6,648,924 ------------- Net increase............................................ 32,217,710 ------------- Net assets available for benefits Beginning of year............................................ 110,936,455 ------------- End of year.................................................. $ 143,154,165 ============= The accompanying notes are an integral part of these financial statements. -3- Calpine Corporation Retirement Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 1. Description of the Plan and Investment Program The following description of the Calpine Corporation Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General Calpine Corporation (the "Company") established the Plan effective January 1, 1987 to supplement employees' retirement income. All active employees, with the exception of collective bargaining employees, are eligible to participate in the Plan from the date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is directly monitored by the Advisory Committee appointed by the Board of Directors. Fidelity Management Trust Company is the Plan trustee. Arnerich Massena & Associates are the investment advisors to the Plan. Participant and Company Contributions The Plan offers participants the option of contributing pre-tax and/or after-tax dollars under Section 401(k) of the Internal Revenue Code. Each year, participants may contribute up to an annual maximum of 15% of eligible compensation on an after-tax basis or an annual maximum of the lesser of 60% of eligible compensation or $13,000 on a pre-tax basis for 2004. Participants who were 50 years of age or older at the end of calendar year 2004 were also eligible to make pre-tax "catch-up contributions" up to $3,000. Employee pre-tax contributions from 1% to 100% can be made on any employer-paid bonus. For each payroll period, the Company makes a matching contribution equal to 4% of the employees' eligible compensation for such payroll period, as defined by the Plan agreement. The Company may, at its discretion, make additional annual profit sharing contributions to the Plan. For the year ended December 31, 2004, the Company did not make any additional profit-sharing contributions. The amount contributed by the employee and on behalf of the employees by the Company for a given year may not exceed the lesser of $40,000 or 100% of the employees' annual compensation. Participant Accounts Each participant has the right to direct the investment of his/her account balance and contributions to various investment options, all of which are managed by Fidelity Investments. The investment options are provided to allow participants a choice as to investment elections. Participants may change the allocation of their contributions on a daily basis. In addition, participants may borrow from their accounts in accordance with the Plan's provisions. Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) plan earnings, and charged with an allocation of administrative expenses, as defined in the Plan document. Vesting Participants are fully vested in their account balances for contributions made to the participant's account by both the Company and by the employee. Participant Loans Participants are allowed to have one loan outstanding at any one time. Loans are limited to the lesser of $50,000 or one-half of the participant's vested balance, and are secured by his/her account balance. Loans must be -4- Calpine Corporation Retirement Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- for a minimum of $1,000. Participants can obtain loans with a term of ten years if the loans are used for the purpose of acquiring their principal residence. The term of all other loans shall not extend beyond five years. Interest rates on the loans outstanding at December 31, 2004 range from 4.5 percent to 9.75 percent. Principal and interest is paid ratably through biweekly payroll deductions. Payments of Benefits Participant accounts are payable upon disability, death or termination of employment with the Company. Upon termination of employment, participants may receive a lump-sum payment of their account balances subject to the vesting provisions described above. Additional optional payment forms, including a qualified joint and survivor annuity, are available at the election of the participant. If the value of the participant's account is less than $5,000, the payment will be made in a lump sum. Any taxable distribution paid by the trustee directly to the participant will be subject to mandatory federal income tax withholding of 20% of the requested distribution. Administrative Expenses Investment management fees, trustee fees, agent fees and brokerage commissions are paid by the Plan and are allocated to the individual participant accounts. Other outside professional and administrative services are paid or provided by the Company to the extent they are not covered by the Plan. 2. Summary of Significant Accounting Policies Basis of Accounting The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Use of Estimates The preparation of 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 assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Investment Valuation and Income Recognition Investments in mutual funds are stated at fair value based on publicly quoted market prices. Calpine Corporation common stock, a publicly traded security, is valued at fair value based upon the last reported sales price on the last business day of the Plan year. Loans to participants are valued at cost, which approximates fair value. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of its investments, which consists of the realized gains or losses and unrealized appreciation or depreciation on those investments. Risks and Uncertainties In general, investment securities are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities could occur in -5- Calpine Corporation Retirement Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- the near term, and such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits and Statement of Changes in Net Assets Available for Benefits. Payment of Benefits Benefits are recorded when paid. 3. Investments The following investments held by the Plan represented 5% or more of the Plan's net assets: December 31, ---------------------------- 2004 2003 ----------- ----------- Calpine Corporation common stock............. $24,477,234 $23,031,642 Fidelity Magellan Fund....................... 15,600,909 13,632,361 Fidelity Overseas Fund....................... 7,299,951 4,288,903 Fidelity Aggressive Growth Fund.............. 10,778,955 8,414,004 Fidelity Balanced Fund....................... 16,583,131 11,380,596 Fidelity Equity Income II Fund............... 11,408,494 7,883,421 Fidelity Retirement Money Market Fund........ 24,868,272 22,135,183 During 2004, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $3,414,398 as follows: Year Ended December 31, 2004 ------------ Mutual funds.................................................... $ 7,592,643 Calpine Corporation common stock................................ (4,178,245) ------------ Net appreciation in fair value of investments................. $ 3,414,398 ============ The Plan invests in Calpine Corporation common stock in a unitized trust fund. 4. Party-In-Interest Transactions The trustee is a party-in-interest according to Section 3(14) of ERISA. The trustee serves as Plan recordkeeper, investment manager and custodian to the Plan. As defined by ERISA, any person or organization that provides these services to the Plan is a party-in-interest. Fees paid by the Plan to the trustee amounted to $87,291 for the year ended December 31, 2004. 5. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event the -6- Calpine Corporation Retirement Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- Plan should terminate, the Plan administrator will facilitate the distribution of account balances under the provisions of the Plan agreement until all assets have been distributed by the trustee. 6. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated December 12, 2001, that the Plan and its related trust are designed in accordance with the applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements. 7. Concentration of Risk A portion of the Plan's assets is invested in the common stock of Calpine Corporation, which represents 17.1% of the Plan's total assets at December 31, 2004. Calpine Corporation common stock held by the Plan decreased in value by $4.2 million for the year ended December 31, 2004. -7- Supplemental Schedule Calpine Corporation Retirement Savings Plan I.R.S. Employer Identification No. 77-0212977 Schedule H, Part IV, Line 4i, Form 5500 -- Schedule of Assets (Held at End of Year) at December 31, 2004 - --------------------------------------------------------------------------------
(a) (b) (c) (d) (e) Identity of Issuer, Borrower, Current Lessor or Similar Party Description of Investment Cost Value ---- ------------------------------------------- -------------------------------------------- ---- ------------ * Calpine Corporation unitized stock fund Cash ** $ 582,668 * Calpine Corporation unitized stock fund 6,212,496 shares of common stock ** 24,477,234 * Fidelity Magellan Fund 150,312 shares of mutual fund investments ** 15,600,909 * Fidelity Aggressive Growth Fund 649,355 shares of mutual fund investments ** 10,778,955 * Fidelity Balanced Fund 930,591 shares of mutual fund investments ** 16,583,131 * Fidelity Overseas Fund 206,330 shares of mutual fund investments ** 7,299,951 * Fidelity Equity Income II Fund 475,156 shares of mutual fund investments ** 11,408,494 * Fidelity Retirement Money Market Fund 24,868,272 shares of mutual fund investments ** 24,868,272 * Fidelity Intermediate Bond Fund 666,781 shares of mutual fund investments ** 7,014,541 Artisan Mid Cap Investment 185,843 shares of mutual fund investments ** 5,493,523 Brown Capital Management Small Company Fund 128,318 shares of mutual fund investments ** 3,823,893 Sterling Capital Small Cap Value Fund 305,255 shares of mutual fund investments ** 5,686,904 Spartan US Equity Index 122,978 shares of mutual fund investments ** 5,270,829 * 591 Participant loans Interest rates, 4.5% to 9.75% ** 4,107,295 ------------- $142,996,599 * Party-in-interest for which a statutory exemption exists. ** Under ERISA, reporting the cost of an asset held for investment purposes is not required for participant-directed investments.
-8- EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-34002 and 333-115487) of Calpine Corporation of our report dated June 27, 2005 relating to the financial statements of Calpine Corporation Retirement Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP San Francisco, California June 27, 2005 -----END PRIVACY-ENHANCED MESSAGE-----