================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 9, 2002 (Date of Earliest Event Reported: October 9, 2002) EL PASO CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-14365 76-0568816 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) El Paso Building 1001 Louisiana Street Houston, Texas 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 420-2600 ================================================================================ Item 5. Other Events We are filing this Current Report on Form 8-K to update our five-year historical selected financial data which includes operating results data for each of the years in the five-year period ended December 31, 2001, and financial position data as of the end of each fiscal year during that same period. The operating results data and the financial position data were derived from our 2001 Annual Report on Form 10-K and include reclassifications for the following: (1) In June 2002, we adopted several provisions of Emerging Issues Task Force (EITF) Issue No. 02-3, Accounting for Contracts Involved in Energy Trading and Risk Management Activities. EITF Issue No. 02-3 requires that we report all physical sales of energy commodities in our energy trading operations, net of the cost of those products. Previously, these items were reported separately. We included these net sales as a component of revenues. (2) In June 2002, we announced the discontinuance of our coal mining operations. As a consequence, we have reclassified those activities in our historical financial statements as discontinued operations. This selected financial data should be read in conjunction with our 2001 Annual Report on Form 10-K, and our Quarterly Report on Form 10-Q for the period ended June 30, 2002. -2- Item 7. Financial Statements and Exhibits SELECTED FINANCIAL DATA Year Ended December 31, ----------------------------------------------- 2001 2000 1999 1998 1997 ------- ------- ------- ------- ------- (IN MILLIONS, EXCEPT PER COMMON SHARE AMOUNTS) Operating Results Data:(1)(2) Operating revenues(3) $13,699 $13,071 $ 9,902 $ 9,627 $12,856 Restructuring and merger-related costs and asset impairments(4) 1,841 117 557 15 50 Ceiling test charges(5) 135 -- 352 1,035 -- Income from continuing operations before preferred stock dividends 72 1,246 251 176 796 Income from continuing operations available to common stockholders 72 1,246 251 170 779 Basic earnings per common share from continuing operations $ 0.14 $ 2.52 $ 0.51 $ 0.35 $ 1.58 Diluted earnings per common share from continuing operations $ 0.14 $ 2.45 $ 0.51 $ 0.34 $ 1.57 Cash dividends declared per common share $ 0.85 $ 0.82 $ 0.80 $ 0.76 $ 0.73 Basic average common shares outstanding 505 494 490 487 492 Diluted average common shares outstanding 516 513 497 495 497 As of December 31, ----------------------------------------------- 2001 2000 1999 1998 1997 ------- ------- ------- ------- ------- (In millions) Financial Position Data:(2) Total assets(3) $48,171 $46,320 $32,090 $26,759 $26,424 Long-term debt and other financing obligations 12,816 11,603 10,021 7,691 7,067 Non-current notes payable to unconsolidated affiliates 368 343 -- -- -- Company-obligated preferred securities of consolidated trusts 925 925 625 625 -- Preferred stock of consolidated subsidiaries 3,088 2,782 1,819 374 380 Stockholders' equity 9,356 8,119 6,884 6,913 7,203 (1) Our coal mining operations have been reclassified as discontinued operations in all periods presented. During 2001, 2000, 1999, 1998 and 1997, income (loss) from these operations, net of income taxes, was $(5) million, $(10) million, $6 million, less than $1 million and $8 million. (2) Our operating results and financial position data reflect the acquisitions of PG&E's Texas Midstream operations in December 2000 and DeepTech International (the company that owned the general partner of El Paso Energy Partners, L.P.) in August 1998. These acquisitions were accounted for as purchases, and therefore operating results are included in our results prospectively from the purchase date. (3) In June 2002, we adopted the EITF Issue No. 02-3, Accounting for Contracts Involved in Energy Trading and Risk Management Activities, and reported all physical sales of energy commodities in our energy trading activities, net of the cost of these sales as a component of revenues. We applied this guidance to the periods presented in this selected data. Our adoption had no impact on previously reported net income or stockholders' equity. Our operating revenues and total assets reflect the significant growth in our Merchant Energy operations during 2001 and 2000 as well as the consolidation of the U.S. operations of Coastal Merchant Energy in September 2000. (4) Our 2001 costs relate primarily to our merger with The Coastal Corporation, and our 1999 costs relate primarily to our merger with Sonat, Inc. (5) Ceiling test charges are reductions in earnings that result when capitalized costs of natural gas and oil properties exceed the upper limit, or ceiling, on the value of these properties. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EL PASO CORPORATION By: /s/ Jeffrey I. Beason -------------------------------------- Jeffrey I. Beason Senior Vice President and Controller (Principal Accounting Officer) Date: October 9, 2002 -4-