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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
THE HOUSTON EXPLORATION COMPANY
401(k) PLAN & TRUST
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
THE HOUSTON EXPLORATION COMPANY
1100 LOUISIANA STREET, SUITE 2000
HOUSTON, TEXAS 77002-5215
(713) 830-6800
(Name of issuer of securities held pursuant to the Plan
and address of its principal executive office)
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THE HOUSTON EXPLORATION COMPANY 401(k) PLAN & TRUST
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2003
Page
----
Report of Independent Registered Public Accounting Firm.........................................................2
Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002 ...............................3
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2003 and 2002................................................................................4
Notes to Plan Financial Statements..............................................................................5
Supplemental Schedule: Schedule H, Part IV, Line 4i - Schedule of Assets Held at End of Year
December 31, 2003 and 2002................................................................................9
Supplemental Schedule: Schedule H, Part IV, Line 4a - Non-Exempt Transactions ................................10
Supplemental Schedule: Schedule H, Part IV, Line 4j - Reportable Transactions ................................11
Index to Exhibits..............................................................................................12
Signatures.....................................................................................................13
Note: All other schedules are omitted since they are not applicable or are
not required based on the disclosure requirements of the Employee
Retirement Income Security Act of 1974 and applicable regulations
issued by the Department of Labor.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Houston Exploration Company:
We have audited the accompanying statements of net assets available for benefits
of The Houston Exploration Company 401(k) Plan & Trust (the "Plan") as of
December 31, 2003 and 2002, and the related statements of changes in net assets
available for benefits for the years then ended. 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 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2003 and 2002, and the changes in its net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
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. The supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Houston, Texas
June 28, 2004
2
THE HOUSTON EXPLORATION COMPANY 401(k) PLAN & TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
DECEMBER 31,
2003 2002
--------------------------------
Investments at fair market value: $ 9,983,704 $ 7,110,861
Other assets at cost, which approximates fair market value:
Contributions receivable 110,053 -
Participant loans 311,011 186,311
------------- -------------
Total other assets at cost 421,064 186,311
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 10,404,768 $ 7,297,172
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The accompanying notes are an integral part of these financial statements.
3
THE HOUSTON EXPLORATION COMPANY 401(k) PLAN & TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31,
2003 2002
------------------------------------
ADDITIONS:
Investment income gain (loss):
Interest, dividends and other realized gains (losses), net $ 168 $ --
Interest from participant loan repayments 17,020 4,179
Net appreciation (depreciation) in market value of investments 1,601,384 (1,160,663)
-------------- --------------
Total investment gain (loss) 1,618,572 (1,156,484)
Contributions:
Employee 1,121,079 921,364
Employer 1,117,471 920,364
Participant rollovers 2,162 125,824
-------------- --------------
Total contributions 2,240,712 1,967,552
-------------- --------------
TOTAL ADDITIONS 3,859,284 811,068
DEDUCTIONS:
Benefits paid to participants 730,993 630,023
Participant loan defaults and other adjustments 18,775 -
Administrative expenses 1,920 1,446
------------- --------------
TOTAL DEDUCTIONS 751,688 631,469
-------------- --------------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 3,107,596 179,599
NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 7,297,172 7,117,573
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 10,404,768 $ 7,297,172
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The accompanying notes are an integral part of these financial statements.
4
THE HOUSTON EXPLORATION COMPANY 401(k) PLAN & TRUST
NOTES TO THE PLAN FINANCIAL STATEMENTS
NOTE 1 -- DESCRIPTION OF THE PLAN
The Houston Exploration Company 401(k) Plan & Trust (the "Plan") is a
tax-qualified defined contribution plan. Contributions are made by employees and
matched by The Houston Exploration Company (the "Company" or "Houston
Exploration"). The following description of the Plan provides only general
information of Plan provisions during the years ended December 31, 2003 and
2002. Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"). Participation in the Plan is voluntary. All employees of
the Company become eligible to participate in the Plan upon reaching 21 years of
age and completing one month of service. Plan entry dates are the first of each
calendar quarter or January 1st, April 1st, July 1st, and October 1st.
Participants may elect to reduce their gross compensation by any percentage
amount between 1% and 12.5% and have this amount deposited into the Plan as
pre-tax contributions. In accordance with Internal Revenue Service ("IRS")
guidelines, employee contributions were limited to $12,000 and $11,000,
respectively, for the years ended December 31, 2003 and 2002.
Beginning in 2002, the limit on elective deferrals by employees increases by
$1,000 each year until the limit reaches $15,000 in 2006. After 2006, the limit
will be subject to cost-of-living increases. In addition, also beginning in
2002, Plan participants who are age 50 or over at the end of the calendar year
are permitted to make a catch-up contribution. The catch-up contribution for was
$2,000 for 2003 and $1,000 for 2002. The catch-up contribution increases by
$1,000 each year until it reaches $5,000 in 2006. The catch-up contribution
cannot exceed the lesser of the catch-up contribution limit or the excess of the
participant's compensation over the elective deferrals that are not catch-up
contributions.
The Company may, at its discretion, make certain matching contributions based on
employee contributions. During 2003 and 2002, the Company elected to match 100%
of employee contributions up to a maximum of 12.5%. In order for the Plan to
satisfy various nondiscrimination tests required under applicable Federal
regulations, certain employees designated as highly compensated employees under
Internal Revenue Code may be limited, from time to time, in the amount they may
contribute to the Plan. For any Plan participant, total annual contributions
(the sum of employee plus employer contributions) may not exceed the lesser of
$40,000 or 100% participant compensation for both 2003 and 2002.
Participants are fully vested in their contributions at the time the
contributions are made. Participants commence vesting in the Company's
contributions and any earnings thereon, upon completion of one year of service
at the rate of 20% per year and become fully vested upon completion of their
fifth year of service. Death or disability of a participating employee results
in immediate full vesting of Company matching contributions. If employment is
terminated for reasons other than death or disability unvested participant
account balances are forfeited back to the Plan. Forfeitures of employer's
matching contributions can be used by the Plan to reduce future employer
contributions. Forfeitures totaled $7,671 and $13,825, respectively during 2003
and 2002, none of which were used to reduce the Company's match.
Funds are available for withdrawal or distribution from the Plan at retirement
(defined by the Plan as age 65), death, disability, hardship (as defined by the
IRS) or termination of employment with the Company. Distributions prior to age
59 1/2 may be subject to an early withdrawal penalty imposed by the IRS of 10%
in addition to Federal withholding tax required on the distributed funds.
Participants are permitted to rollover 401(k) money from previous employer plans
and employees leaving the Company have the option to rollover Plan money into an
Individual Retirement Account ("IRA").
Participant loans are permitted in accordance with the loan provisions in the
Plan document. A participant may borrow up to 50% of their vested account
balance not to exceed a maximum of $50,000. The minimum loan amount is $1,000.
The interest rate charged on participant loans is commensurate with the
prevailing interest rate charged on similar commercial loans. Loans are repaid
through payroll deductions. Upon termination of employment, the participant may
either repay any outstanding loan balance in full or incur a tax liability on
the unpaid balance.
5
It is the intention of the Company that the Plan will continue, although the
Plan may be amended or discontinued at any time subject to the provisions of
ERISA. In the event the Plan is terminated, Plan assets and income will be
distributed (after payment of Plan expenses) exclusively to active and retired
participants.
Plan assets are invested in an unallocated group annuity contract with ING Life
Insurance and Annuity Company ("ILIAC"). ILIAC uses two investment vehicles for
Plan funds:
o an allocated annuity contract which is referred to as a "General or
Fixed Account"; and
o a "Separate Variable Annuity Account D" which is a pooled separate
account established under Connecticut State Insurance law.
Funds held in the General Account earn interest at market rates and funds held
in the Separate Variable Annuity Account D are invested in various mutual funds.
ILIAC is the principal insurance company in the ING Financial Services ("ING")
group of companies controlled by the ING Group ("ING").
Various mutual funds, both third party funds and funds owned and controlled by
ING, together with Houston Exploration common stock, are available as investment
options for Plan contributions. ING purchases shares of the various mutual funds
or common stock and depending on the investment vehicle selected, ING will fund
the investment acquisition through ILIAC's general account or through ILIAC's
pooled separate account D. Plan participants individually direct the investment
of both their contributions and their share of the Company's matching
contributions. See Note 7 -- Investments, for discussion of realized and
unrealized gains and losses on Plan assets.
NOTE 2 -- PLAN SPONSOR, ADMINISTRATOR AND TRUSTEE
Houston Exploration is the Plan Sponsor and Administrator. Houston Exploration
contracts with a third party, a "Third Party Administrator", to provide various
accounting and record keeping services for the Plan. ING serves as the Plan
custodian as the Plan's assets are invested in ILIAC's allocated annuity
contract and its variable annuity separate account D. ING National Trust is the
Plan's trustee and is the Plan's third party administrator providing all
accounting and record keeping services for the Plan. ING Investment Services,
LLC is the Plan's broker to provide brokerage services. With the exception of
brokerage fees, which are built into the unit cost of a fund, all expenses of
administering the Plan are paid by Houston Exploration. See Note 8 - Subsequent
Events for discussion of change in trustee and third party administrator on
January 1, 2004 pursuant to the January 1, 2004 adoption of a new plan
agreement.
NOTE 3 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting. The accounting records of the Plan are maintained on a cash
basis. The financial statements of the Plan are prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.
Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States may require
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual amounts could differ from those
estimates.
Investment Valuation. Investments in the mutual funds are reported at fair
market value as determined by the unit value reported by ING. Participant loans
are stated at fair value. Investments in Houston Exploration common stock are
valued at a quoted market price. Any other assets are reported at cost, which in
the opinion of management approximates fair value.
NOTE 4 -- FEDERAL INCOME TAXES
The IRS issued a determination letter, dated November 7, 2001, stating that the
Plan, as designed, meets the requirements of Section 401 (a) of the Internal
Revenue Code and was exempt from taxation. The Plan Administrator believes the
Plan continues to operate in accordance with IRS regulations and therefore
continues to be tax-exempt.
6
NOTE 5 -- RELATED PARTIES
During 2003 and 2002, the Plan had a total of 20 investment options that
included the follow
o 10 funds controlled by ING Financial Services;
o nine third party mutual funds; and
o the common stock of Houston Exploration, the Plan Sponsor and
Administrator.
NOTE 6 -- OTHER INFORMATION
Prohibited Transactions. As required by ERISA Section 2510.3-102, the Houston
Exploration is required to segregate employee contributions to the Plan from its
general assets as soon as practicable, but in no event more than 15 business
days following the end of the month in which amounts are withheld from wages.
Due to the change in Plan administrator from ING to MFS during the fourth
quarter of 2003 (see Note 8 - Subsequent Events), contributions from the
November 30, 2003 payroll were not able to be transferred to and accepted by the
new Third Party Plan Administrator (MFS) until December 30, 2003, which exceeded
the 15 business day limitation by 7 business days. Total contributions and loan
repayments for the November 30, 2003 pay period were $60,160, of which $28,780
represented employee contributions, $27,681 represented the Company's matching
contributions and $3,699 represented loan repayments. Contributions for this pay
period are considered a prohibited transaction. The Company made an interest
payment of $2,587 to compensate the Plan for lost investment earnings relating
to this prohibited transaction. There were no prohibited transactions during
2002.
The Plan had no lease commitments or leases in default and no loans or fixed
income obligations in default, as defined by ERISA Section 2520.103(b)(3)(E) for
the years ended December 31, 2003 and 2002.
NOTE 7 -- INVESTMENTS
The fair market value of individual investments that represent 5% or more of the
Plan's total net assets as of December 31, 2003 and 2002:
DECEMBER 31,
2003 2002
-----------------------------------
ING non-interest bearing cash (see Note 8) $ 9,983,704 $ -
ING Fixed Account - 2,568,689
Fidelity VIP Growth Portfolio - 1,222,752
ING Growth and Income VP - 668,070
Fidelity VIP Equity-Income Portfolio - 634,868
ING Money Market VP - 406,501
-------------- --------------
Total comprising 5% or more of total Plan assets 9,983,704 5,500,880
All other Plan assets as a group 421,064 1,796,292
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Total Plan assets $ 10,404,768 $ 7,297,172
=============== ===============
For the year ended December 31, 2003, the Plan's investments (including
investments bought, sold, as well as held during the year) appreciated in fair
value by $1,601,384. For the year ended December 31, 2002, the Plan's
investments (including investments bought, sold, as well as held during the
year) depreciated in fair value by $1,160,663.
There are no dividends or realized and unrealized gains with respect to separate
account units of participation. Dividends and realized and unrealized gains and
losses for the underlying funds are factored into the value of the separate
account funds. The value of the separate account unit of participation is
determined by dividing the total value of the separate account by the total
number of units of participation held by the plans invested in the separate
account. The value of the separate account includes the dividends earned and any
realized or unrealized gains or losses associated with the underlying
investments. the table below provides the change in fair value during the
respective year for each of the Plan's investment vehicles. The net appreciation
or (depreciation) in fair value includes both realized and unrealized gains.
7
Year Ended December 31,
2003 2002
----------------------------------
Change in Value during Period
(1) General Account:
ING Fixed Account $ 228,507 $ 111,601
(2) Pooled Separate Accounts:
ING Growth and Income VP 164,087 (259,592)
ING Money Market VP 1,186 3,200
ING Bond VP 14,041 9,885
ING Balanced Fund 55,190 (13,941)
ING Ascent 1,280 (530)
ING Crossroads 2,891 (71)
ING Index Plus Large Cap VP 43,419 (19,610)
ING Value Opportunity VP 47,423 (29,870)
ING Index Plus Mid Cap VP 61,704 (11,545)
JP Morgan Fleming International Portfolio 30,119 (43,708)
ING Salomon Brothers Aggressive Growth Portfolio 80,050 (148,334)
MFS Capital Opportunities 15,118 (9,840)
Fidelity VIP Overseas Portfolio 45,088 (22,271)
Fidelity VIP Equity-Income Portfolio 242,002 (128,878)
Fidelity VIP Growth Portfolio 426,973 (522,667)
Janus Aspen Growth 23,077 (15,577)
Janus Aspen Aggressive Growth 48,405 (21,153)
Janus Aspen Worldwide Growth 36,288 (27,391)
Houston Exploration common stock 34,536 (10,371)
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Net appreciation (depreciation) in Plan assets $ 1,601,384 $(1,160,663)
============ ============
----------
(1) General Account investment vehicle is the ING Fixed Account and is made
available through an annuity contract issued by ILIAC. Amounts allocated to
the Fixed Account are held in ILIACS general account, which supports
insurance and annuity obligations. Investments are guaranteed a minimum
interest rate for the life of the contract.
(2) Pooled Separate Accounts represent investments in mutual funds. As denoted
by the name of the fund, each utilizes various strategies by pooling
stocks, bonds and other securities to achieve separate investment
objectives and employing different levels of risk.
NOTE 8 -- SUBSEQUENT EVENTS
Effective January 1, 2004, Houston Exploration adopted a new Plan agreement with
MFS Retirement Services, Inc., a division of Massachusetts Financial Services
("MFS"). All of the terms and conditions of the new Plan agreement with MFS are
substantially the same as the previous agreement with ING, with the exception of
the investment option of Houston Exploration company stock that was discontinued
with the adoption of the new Plan. In conjunction with the adoption of the new
Plan agreement with MFS, the Company entered into a new trustee agreement with
MFS Heritage Trust Company and a new Third Party Administrator agreement with
MFS Corporate Plan Services. At December 31, 2003, all Plan assets held at ING
were converted to cash in preparation for the transfer to MFS on January 2,
2004. Participant fund balances were "mapped" from ING funds to new MFS funds
and investments in Houston Exploration common stock were liquidated and
reallocated among various other Plan investment options prior to transfer. Plan
assets transferred from ING to MFS on January 2, 2004 totaled $10,294,715 that
included $9,983,704 in cash and $311,011 in participant loans. At December 31,
2003, MFS held Plan assets comprised of contributions from the Company's
November 30 and December 31, 2003 payroll totaling $109,883 plus $170 in
interest and dividends totaling $110,053.
8
THE HOUSTON EXPLORATION COMPANY 401(k) PLAN & TRUST
IRS FORM 5500 - SCHEDULE H, PART IV, LINE 4I
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2003 AND 2002
ISSUER, BORROWER, LESSOR UNITS/SHARES FAIR VALUE
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT DECEMBER 31, DECEMBER 31
------------------------------------------------------
2003 2002 2003 2002
------------------------------------------------------------------------------------------------------------------------------
(1) ING ING non-interest bearing cash account - - $ 9,983,704 $ -
(2) ING ING Fixed Account - -- - 2,568,689
(2) ING ING Growth and Income VP - 44,801 - 668,070
(2) ING ING Money Market VP - 28,093 - 406,501
(2) ING ING Bond VP - 10,724 - 179,702
(2) ING ING Balanced Fund - 13,393 - 261,560
(2) ING ING Ascent - 262 - 3,696
(2) ING ING Crossroads - 136 - 1,947
(2) ING ING Index Plus Large Cap VP - 6,278 - 89,130
(2) ING ING Value Opportunity VP - 8,004 - 111,706
(2) ING ING Index Plus Mid Cap VP - 8,759 - 112,692
JP Morgan JP Morgan Fleming International Portfolio - 10,382 - 126,468
Salomon Brothers Salomon Brothers Aggressive Growth - 17,463 - 206,187
MFS Group MFS Capital Opportunities - 2,960 - 26,561
Fidelity Investments Fidelity VIP Overseas Portfolio - 7,756 - 78,873
Fidelity Investments Fidelity VIP Equity-Income Portfolio - 31,626 - 634,868
Fidelity Investments Fidelity VIP Growth Portfolio - 68,056 - 1,222,752
Janus Funds Janus Aspen Growth - 3,334 - 49,113
Janus Funds Janus Aspen MidCap Growth - 6,587 - 86,468
Janus Funds Janus Aspen Worldwide Growth - 4,926 - 92,913
(2) Employer Houston Exploration common stock - 5,979 - 182,965
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Investments at fair market value 9,983,704 7,110,861
(3) MFS Contributions held at MFS 110,053 -
Employee Participant Loans (rates between 5% - 11%) 311,011 186,311
------------- ----------
Total Investments $ 10,404,768 $7,297,172
============= ==========
----------
(1) All investments that were held with ING during 2003 were liquidated to cash
at December 31, 2003, immediately prior to the transfer of the Plan assets
to MFS, the new Plan Administrator and Trustee. Plan assets were held in a
non-interest bearing account at ING until transfer to MFS on January 2,
2004. See Note 8 - Subsequent Events.
(2) Represents a party in interest.
(3) Represents contributions made by the Company pursuant to the November 30th
and December 31st payrolls during 2003 that were held by MFS prior to the
January 1, 2004 adoption of a new Plan agreement and transfer of all Plan
assets to MFS Retirement Services on January 2, 2004. See Note 8 -
Subsequent Events.
9
THE HOUSTON EXPLORATION COMPANY 401(k) PLAN & TRUST
IRS FORM 5500 - SCHEDULE H, PART IV, LINE 4A
SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
Party Relationship to Plan Description of Transaction Transaction Value
---------------------------------------------------------------------------------------------------------------
Failure to remit participant contributions
and loan repayments withheld from the
The Houston November 15, 2003 payroll within 15 business
Exploration Plan Sponsor and days of the month ending November 30, 2003
Company Administrator (1)
Employee contributions $ 28,780
Loan repayments 3,699
------------
Transaction total $ 32,479
============
----------
(1) Due to the suspension of all Plan activity with ING on prior to the
scheduled change in third party administrator and trustee from ING to MFS
on January 1, 2004, contributions from the Company's November 15, 2003
payroll were not accepted by MFS, the new Plan administrator, until
December 29, 2003, which exceeded the 15 business day requirement by seven
business days. The Company made an interest payment of $2,587 to the Plan
to compensate the Plan for lost investment earnings relating to the late
payment.
10
THE HOUSTON EXPLORATION COMPANY 401(k) PLAN & TRUST
IRS FORM 5500 - SCHEDULE H, PART IV, LINE 4J
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
Relationship Selling Value of Asset
To Price per Units on Transaction Gain or
Party Plan Description of Assets/Fund Share/Unit Sold Date (Loss)
------- ---------------- ----------------------------------- ----------- ---------- ---------------- ----------
ING(1) Plan Trustee ING Fixed Account $ 17.6407 174,241 $ 3,073,740 -
ING(1) Plan Trustee ING Growth and Income VP $ 18.6868 41,464 774,828 -
ING(1) Plan Trustee ING Money Market VP $ 14.5126 32,966 478,425 -
ING(1) Plan Trustee ING Bond VP $ 17.7062 16,340 289,319 -
ING(1) Plan Trustee ING Balanced Fund $ 23.0751 15,964 368,365 -
ING(1) Plan Trustee ING Ascent $ 17.7319 576 10,038 -
ING(1) Plan Trustee ING Crossroads $ 17.0507 3,650 62,231 -
ING(1) Plan Trustee ING Index Plus Large Cap VP $ 17.8017 14,874 264,777 -
ING(1) Plan Trustee ING Value Opportunity VP $ 17.2833 13,749 237,625 -
ING(1) Plan Trustee ING Index Plus Mid Cap VP $ 16.9381 20,051 339,628 -
ING(1) Plan Trustee JP Morgan Fleming International $ 15.6430 10,081 157,690 -
ING(1) Plan Trustee Salomon Brothers Aggressive Growth $ 16.1853 18,807 304,391 -
ING(1) Plan Trustee MFS Capital Opportunities $ 11.4016 7,531 85,870 -
ING(1) Plan Trustee Fidelity VIP Overseas Portfolio $ 14.4418 13,024 188,084 -
ING(1) Plan Trustee Fidelity VIP Equity-Income Portfolio $ 25.9159 39,177 1,015,310 -
ING(1) Plan Trustee Fidelity VIP Growth Portfolio $ 23.6431 76,803 1,815,854 -
ING(1) Plan Trustee Janus Aspen Growth $ 19.2524 5,852 112,660 -
ING(1) Plan Trustee Janus Aspen MidCap Growth $ 17.5923 13,786 242,536 -
ING(1) Plan Trustee Janus Aspen Worldwide Growth $ 23.1986 6,998 162,333 -
------------
Total assets/funds liquidated to cash $ 9,983,704
============
----------
(1) Due to the pending change in Plan Trustee and Third Party Administrator
together with the adoption of a new Plan agreement, effective January 1,
2004, all Plan assets held at ING (with the exception of Participant loans)
were liquidated to cash on December 31, 2003 prior to the transfer of the
Plan assets to the new Plan Trustee and Third Party Administrator, MFS, on
January 2, 2004. See Note 8 - Subsequent Events.
11
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
------- -------------------------------------------------------------
*23.1 -- Consent of Deloitte & Touche LLP.
----------
* Filed herewith.
12
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities
Exchange Act of 1934, The Houston Exploration Company has duly caused this
Annual Report on Form 11-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
THE HOUSTON EXPLORATION COMPANY
401(k) PLAN & TRUST
Dated: June 28, 2004 By:/s/ James F. Westmoreland
-----------------------------
James F. Westmoreland
Plan Administrator
13