EL PASO CORP/DE - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL 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 .

COMMISSION FILE NUMBER 1-14365

EL PASO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 76-0568816
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)

TELEPHONE NUMBER: (713) 420-2600
INTERNET WEBSITE: WWW.ELPASO.COM

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X].

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ].

STATE THE AGGREGATE MARKET VALUE OF THE VOTING AND NON-VOTING COMMON EQUITY
HELD BY NON-AFFILIATES OF THE REGISTRANT.

Aggregate market value of the voting stock (which consists solely of shares
of common stock) held by non-affiliates of the registrant as of June 30, 2003
computed by reference to the closing sale price of the registrant's common stock
on the New York Stock Exchange on such date: $4,838,867,717.

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

Common Stock, par value $3 per share. Shares outstanding on September 24,
2004: 643,441,738

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: None
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EL PASO CORPORATION

TABLE OF CONTENTS

Below is a list of terms that are common to our industry and used
throughout this document:

/d = per day
Bbl = barrels
BBtu = billion British thermal units
BBtue = billion British thermal unit
equivalents
Bcf = billion cubic feet
Bcfe = billion cubic feet of natural gas
equivalents
MBbls = thousand barrels
Mcf = thousand cubic feet
Mcfe = thousand cubic feet of natural gas
equivalents
Mgal = thousand gallons
MMBbls = million barrels
MMBtu = million British thermal units
MMcf = million cubic feet
MMcfe = million cubic feet of natural gas
equivalents
MMWh = thousand megawatt hours
MTons = thousand tons
MW = megawatt
TBtu = trillion British thermal units
Tcfe = trillion cubic feet of natural gas
equivalents

When we refer to natural gas and oil in "equivalents," we are doing so to
compare quantities of oil with quantities of natural gas or to express these
different commodities in a common unit. In calculating equivalents, we use a
generally recognized standard in which one Bbl of oil is equal to six Mcf of
natural gas. Oil includes natural gas liquids unless otherwise specified. Also,
when we refer to cubic feet measurements, all measurements are at a pressure of
14.73 pounds per square inch.

When we refer to "us", "we", "our", "ours", or "El Paso", we are describing
El Paso Corporation and/or our subsidiaries.

i

RESTATEMENT OF HISTORICAL FINANCIAL INFORMATION

In February 2004, we completed the December 31, 2003 reserve estimation
process for the proved natural gas and oil reserves in our Production segment.
The results of this process indicated that a significant downward revision to
our proved reserve estimates was needed. In August 2004, we also determined that
we had not properly accounted for certain derivatives, primarily those
associated with many of the historical hedges of our anticipated natural gas
production. After investigations into the factors that caused these issues, we
determined that a material portion of the downward reserve revisions should be
reflected in historical periods and that the historical accounting for our
production and certain other hedges should be corrected. Accordingly, we
restated our historical financial information for the years from 1999 to 2002
and for the first nine months of 2003.

In the restatement for our reserve revisions, an investigation determined
that certain personnel used aggressive, and at times, unsupportable methods to
book proved reserves. In some instances, certain personnel provided historical
proved reserve estimates that they knew or should have known were incorrect at
the time they were reported. The investigation also found that we did not, in
some cases, maintain adequate documentation and records to support historically
booked proved natural gas reserves.

In the restatement for certain hedges, we determined that we had not
properly applied generally accepted accounting principles for many of our
production hedges, certain other hedge transactions related to pipeline capacity
and hedges of the production owned by one of our pipeline subsidiaries. Most of
these hedging transactions were entered into from 1999 to 2002 under Master
International Swaps and Derivatives Association, or ISDA, swap agreements and
the restatement involved transactions where we entered into an identical,
offsetting trading position at the same time we entered into the hedge. In
reaching the conclusion to restate, we concluded that the business purpose for
the offsetting transactions was not alone sufficient to satisfy the standards
for separate accounting treatment from the hedge transaction. Generally accepted
accounting principles, or GAAP, requires that the objective of the two
transactions is not one that could have been accomplished through a single,
though less efficient, transaction. In addition, we considered two additional
factors in reaching this conclusion. First, we determined that some of the
offsetting transactions had not been completed at market prices. Second, we had
originally concluded that there was separate economic substance in the hedge and
the offsetting transactions, based on our view that there was credit risk
associated with the separate enforcement of the transactions. Upon further
review, we determined that there was insufficient credit risk associated with
enforcing these transactions to support that original conclusion.

As a result of these conclusions, we restated our historical proved natural
gas and oil reserve estimates, the financial information derived from those
estimates, and financial information related to our historical accounting for
certain hedges for the periods from 1999 through 2002, and for the first nine
months of 2003. The total cumulative impact of the restatement was a reduction
of our previously reported stockholders' equity as of September 30, 2003 of
approximately $2.4 billion. Of this amount, approximately $1.7 billion related
to the restatement of our historical reserve estimates and approximately $0.7
billion related to the restatement of our historical accounting for hedges.
These restated amounts have been reflected only in this Annual Report on Form
10-K, and we did not revise our historically filed reports for the impacts of
the restatements. Consequently, you should not rely on historical information
contained in those prior filings since this filing replaces and revises those
historically reported amounts.

For a further discussion of the impact of the restatements on our selected
financial information, see Part II, Item 6, Selected Financial Data; for a more
detailed discussion of the factors leading to the restatements, the restatement
methods used and the financial impacts of the restatements, see Item 8,
Financial Statements and Supplementary Data, Note 1; and for a discussion of
control weaknesses that contributed to these issues and changes we have made or
are in the process of making to our control procedures, see Item 9A, Controls
and Procedures.

1

PART I

ITEM 1. BUSINESS

We are an energy company originally founded in 1928 in El Paso, Texas. For
many years, we served as a regional pipeline company conducting business mainly
in the western United States. From 1996 through 2001, we expanded to become an
international energy company through a number of mergers and acquisitions as
well as internal growth initiatives. By 2001, our operations extended from
natural gas production to power generation, and included many new ventures and
businesses, in addition to our traditional natural gas businesses. During this
period, our total assets grew from approximately $7 billion at December 31, 1995
to over $44 billion following the completion of The Coastal Corporation merger
in January 2001. During this same time period, we incurred substantial amounts
of debt and other obligations.

In the latter part of 2001 and in 2002, our industry and business were
adversely impacted by a number of significant events, including (i) the
bankruptcy of a number of energy sector participants, (ii) the general decline
in the energy trading industry, (iii) performance in some areas of our business
that did not meet our expectations, (iv) credit rating downgrades of us and
other industry participants and (v) regulatory and political pressures arising
out of the western energy crisis of 2000 and 2001.

These events adversely affected our operating results, our financial
condition and our liquidity, requiring us to re-prioritize our businesses
throughout 2002 and 2003. Over this two year period, we refocused on our natural
gas assets, and divested or otherwise sold our interests in a significant number
of assets, generating proceeds in excess of $6 billion. As a result of these
sales activities and the performance of our businesses during this time period,
we have also experienced significant losses.

In 2003, we appointed a new chief executive officer. Following an
assessment period by our executive management team, we publicly announced our
2003 Long-Range Plan (Long-Range Plan) in December 2003. This Long-Range Plan
establishes the roadmap for the future direction and focus of our company. The
Long-Range Plan, among other things:

- defines our core businesses;

- establishes timetables for debt reduction; and

- sets a timeline for exiting from non-core businesses and assets.

BUSINESS SEGMENTS

For the years ended December 31, 2003, we operated through four business
segments -- Pipelines, Production, Field Services and Merchant Energy. Through
these segments, we provided the following energy related services:

CONTINUING OPERATIONS

Interstate Natural Gas Our interstate pipeline system is the largest in the
Transmission and Storage U.S., and owns or has interests in approximately
58,000 miles of pipeline and approximately 430 Bcf of
storage capacity. We provide customers with interstate
natural gas transmission and storage services from a
diverse group of supply regions to major markets
around the country, serving many of the largest market
areas.

Production Our production business holds interests in
approximately 8.1 million net developed and
undeveloped acres and had over 2.6 Tcfe of proved
natural gas and oil reserves worldwide at the end of
2003. During 2003, our production averaged
approximately 1.1 Bcfe/d. During the first eight
months of 2004, daily production averaged 855 MMcfe/d.

2

Midstream Services Our midstream business owns a 50 percent interest in
the general partner of a large publicly traded master
limited partnership, GulfTerra Energy Partners, L.P.
(GulfTerra), as well as a significant limited partner
interest in GulfTerra. GulfTerra provides onshore and
offshore midstream services to a diverse base of
customers. Our midstream businesses also provide
gathering and processing services, primarily in south
Texas and south Louisiana. We sold a substantial
portion of our limited and general partnership
interests in GulfTerra and our south Texas gathering
and processing assets in 2004.

Energy Marketing and Our energy marketing and trading business markets our
Trading natural gas and oil production and is managing and/or
liquidating our historical energy trading portfolio.

Power Generation and Supply Our power businesses own or manage almost 15,000 MW of
gross generating capacity in 16 countries. Our plants
serve customers under long-term and market-based
contracts or sell to the open market in spot market
transactions. This business also manages power supply
arrangements with electric utility customers to meet
their peak electricity requirements. We have sold or
expect to sell substantially all of our domestic power
business in 2004.

DISCONTINUED OPERATIONS

Petroleum Markets Our petroleum markets business owns and operates
refineries in the northeastern U.S. and in Aruba, with
a capacity to refine over 430,000 Bbls of oil per day.
We completed the sale of substantially all of this
business in early 2004.

Our Long-Range Plan did not impact our segment structure as of December 31,
2003, but will impact our reported segments going forward. Under our Long-Range
Plan, we will provide natural gas and related energy products and services
through two primary business lines: a regulated business line and an unregulated
business line. Below is a chart that outlines the composition of those business
lines:

(CHART)
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(1) In the long-term, we intend to dispose of substantially all of our assets
and investments in our international power business, except in Brazil.

3

Our long-term strategy will focus on:

Below is a description of each of our existing business segments. Our
current business segments of Pipelines, Production, Field Services and Merchant
Energy are strategic business units that provide a variety of energy products
and services. We managed each segment separately through the end of 2003 and
into early 2004, and each segment requires different technology and marketing
strategies. As we implement our Long-Range Plan, these segments will change to
reflect the way our operations will be managed in the future. For additional
discussion of our business segments, see Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations. For
our segment operating results and identifiable assets, see Part II, Item 8,
Financial Statements and Supplementary Data, Note 26, which is incorporated
herein by reference.

REGULATED BUSINESS -- PIPELINES SEGMENT

Our Pipelines segment provides natural gas transmission, storage and
related services and owns or has interests in approximately 58,000 miles of
interstate natural gas pipelines in the U.S. and internationally. In the U.S.,
our systems connect the nation's principal natural gas supply regions to the six
largest consuming regions in the U.S.: the Gulf Coast, California, the
Northeast, the Midwest, the Southwest and the Southeast. These pipelines
represent the largest integrated coast-to-coast mainline natural gas
transmission system in the U.S. Our U.S. pipeline systems also own or have
interests in approximately 430 Bcf of storage capacity used to provide a variety
of flexible services to our customers and a liquefied natural gas (LNG) terminal
at Elba Island, Georgia. Our international pipeline operations include access to
systems in Canada and Mexico and until June 2004, interests in three operating
natural gas transmission systems in Australia, two of which were sold in June
2004. The remaining Australian investment was placed into receivership in the
second quarter of 2004.

Our Pipelines segment conducts its business activities primarily through
seven wholly owned and five partially owned interstate transmission systems
along with five underground natural gas storage entities and the entity that
owns the Elba Island LNG terminalling facility. The tables below detail our
wholly owned and partially owned interstate transmission systems:

Wholly Owned Interstate Transmission Systems

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(1) Includes throughput transported on behalf of affiliates.

(2) This capacity reflects winter-sustainable west-flow capacity (including 320
MMcf/d due to the completion of our Line 2000 compression added in 2004) and
800 MMcf/d of east-end delivery capacity.

5

We also have six pipeline expansion projects underway as of September 2004
that have been approved by the Federal Energy Regulatory Commission (FERC):

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(1) Looping is the installation of a pipeline, parallel to an existing pipeline,
with tie-ins at several points along the existing pipeline. Looping
increases the transmission system's capacity.
(2) Placed in service in August 2004.

Partially Owned Interstate Transmission Systems

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(1) These systems are accounted for as equity investments.
(2) Volumes represent the systems' total design capacity and average throughput
and are not adjusted for our ownership interest.
(3) We have an investment in Citrus Corporation, which owns this system.
(4) We sold our equity interest in the Portland Natural Gas Transmission System
in the fourth quarter of 2003.

6

(5) Our investment in this system was placed in receivership in the second
quarter of 2004.
(6) Our interests in these systems were sold in June 2004.

In addition to the storage capacity on our transmission systems, we own or
have interests in the following natural gas storage entities:

Underground Natural Gas Storage Entities

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(1) Includes a total of 133 Bcf contracted to affiliates. Storage capacity is
under long-term contracts and is not adjusted for our ownership interest.

(2) These systems were accounted for as equity investments as of December 31,
2003.

In addition to our pipeline systems and storage facilities, we own an LNG
receiving terminal located on Elba Island, near Savannah, Georgia. The facility
is capable of achieving a peak sendout of 675 MMcf/d and a base load sendout of
446 MMcf/d. The terminal was placed in service and began receiving deliveries in
December 2001. The capacity at the terminal was initially contracted with our
affiliate, El Paso Merchant Energy L.P. (EPME), under a contract that extends
through 2023. This contract was assigned by EPME to a subsidiary of British Gas,
BG LNG Services, LLC in December 2003. In 2003, the FERC approved our plan to
expand the peak sendout capacity of the Elba Island facility by 540 MMcf/d and
the base load sendout by 360 MMcf/d (for a total peak sendout capacity once
completed of 1,215 MMcf/d and a base load sendout of 806 MMcf/d). The expansion
is estimated to cost approximately $159 million and has a planned in-service
date of February 2006.

Regulatory Environment

Our interstate natural gas transmission systems and storage operations are
regulated by the FERC under the Natural Gas Act of 1938 and the Natural Gas
Policy Act of 1978. Each of our pipeline systems and storage facilities operates
under FERC-approved tariffs that establish rates, terms and conditions for
services to our customers. Generally, the FERC's authority extends to:

- rates and charges for natural gas transportation, storage, terminalling
and related services;

- certification and construction of new facilities;

- extension or abandonment of facilities;

- maintenance of accounts and records;

- relationships between pipeline and energy affiliates;

- terms and conditions of service;

- depreciation and amortization policies;

- acquisition and disposition of facilities; and

- initiation and discontinuation of services.

The fees or rates established under our tariffs are a function of our costs
of providing services to our customers, including a reasonable return on our
invested capital. Our revenues from transportation, storage and related services
(transportation services revenues) consist of reservation revenues and usage
revenues.
7

Reservation revenues are from customers (referred to as firm customers) whose
contracts (which are for varying terms) reserve capacity on our pipeline systems
or storage facilities. These firm customers are obligated to pay a monthly
reservation or demand charge, regardless of the amount of natural gas they
transport or store, for the term of their contracts. Usage revenues are from
both firm customers and interruptible customers (those without reserved
capacity) who pay usage charges based on the volume of gas actually transported,
stored, injected or withdrawn. In 2003, approximately 84 percent of our
transportation services revenues were attributable to charges paid by firm
customers. The remaining 16 percent of our transportation services revenues were
attributable to usage charges paid by both firm and interruptible customers. Due
to our regulated nature, our financial results have historically been relatively
stable. However, these results can be subject to volatility due to factors such
as weather, changes in natural gas prices and market conditions, regulatory
actions, competition and the creditworthiness of our customers.

Our interstate pipeline systems are also subject to federal, state and
local pipeline and LNG plant safety and environmental statutes and regulations.
Our systems have ongoing programs designed to keep our facilities in compliance
with pipeline safety and environmental requirements, and we believe that our
systems are in material compliance with the applicable requirements.

Markets and Competition

We provide natural gas services to a variety of customers including natural
gas producers, marketers, end-users and other natural gas transmission,
distribution and electric generation companies. In performing these services, we
compete with other pipeline service providers as well as alternative energy
sources such as coal, nuclear and hydroelectric power for power generation and
fuel oil for heating.

Other Matters Impacting Our Markets

Electric power generation is the fastest growing demand sector of the
natural gas market. The potential consequences of proposed and ongoing
restructuring and deregulation of the electric power industry are currently
unclear. Restructuring and deregulation potentially benefit the natural gas
industry by creating more demand for natural gas turbine generated electric
power, but this effect is offset, in varying degrees, by increased generation
efficiency and more effective use of surplus electric capacity as a result of
open market access. In addition, in several regions of the country, new capacity
additions have exceeded load growth and transmission capabilities out of those
regions. This may inhibit owners of new power generation facilities from signing
firm contracts with pipelines and may impair their creditworthiness.

Imported LNG is one of the fastest growing supply sectors of the natural
gas market. Terminals and other regasification facilities can serve as important
sources of supply for pipelines, enhancing the delivery capabilities and
operational flexibility and complementing traditional supply and market areas.
These LNG delivery systems also may compete with pipelines for transportation of
gas into market areas.

Our existing contracts mature at various times and in varying amounts of
throughput capacity. As our pipeline contracts expire, our ability to extend our
existing contracts or re-market expiring contracted capacity is dependent on the
competitive alternatives, the regulatory environment at the federal, state and
local levels and market supply and demand factors at the relevant dates these
contracts are extended or expire. The duration of new or re-negotiated contracts
will be affected by current prices, competitive conditions and judgments
concerning future market trends and volatility. Subject to regulatory
constraints, we attempt to re-contract or re-market our capacity at the maximum
rates allowed under our tariffs, although we, at times, discount these rates to
remain competitive. The level of discount varies for each of our pipeline
systems.

8

The following table details the markets we serve and the competition on
each of our wholly owned pipeline systems as of December 31, 2003:

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(1) Approximately 1,567 MMcf/d currently under contract is subject to early
termination in August 2006 provided shippers give timely notice of an intent
to terminate. If all of these rights were exercised, the weighted average on
the remaining contract terms would decrease to approximately three years.

9

UNREGULATED BUSINESSES -- PRODUCTION SEGMENT

Our Production segment is engaged in the exploration for, and the
acquisition, development and production of natural gas, oil and natural gas
liquids, primarily in North America. In the U.S., we controlled over 3 million
net acres of leasehold acreage through our onshore and coal seam operations in
20 states, including New Mexico, Louisiana, Texas, Oklahoma, Alabama and Utah,
and through our offshore operations in federal and state waters in the Gulf of
Mexico. As of December 31, 2003, we have international exploration and
production rights in Australia, Bolivia, Brazil, Canada, Hungary, Indonesia and
Turkey. During 2003, daily production averaged 1.1 Bcfe/d, and our proved
natural gas and oil reserves at December 31, 2003, were approximately 2.6 Tcfe.

Our December 31, 2003 proved reserve estimates reflect a 1.8 Tcfe downward
revision to our proved natural gas and oil reserves. Following an investigation
into the factors that caused this significant revision, we determined that a
material portion of these revisions should be reflected in prior years and, as a
result, we restated our historical proved reserve estimates and our historical
financial information derived from these proved reserve estimates. In August
2004, we also determined that we had not properly applied the accounting related
to many of our historical hedges, primarily those associated with hedges of our
anticipated natural gas production. Following an investigation into this matter,
we concluded that our historical financial statements should be further
restated. See Part II, Item 6, Selected Financial Data and Item 8, Financial
Statements and Supplementary Data, Note 1 for a further discussion of these
restatements.

As part of our Long-Range Plan, our strategy in this segment will focus on
developing production opportunities from our asset base in the U.S. and Brazil.
We will continue to divest our non-core assets, including international
properties in Canada, Hungary and Indonesia. As of September 2004, we have sold
substantially all of our production operations in Canada and Indonesia.

In June 2004, we announced a back-to-basics plan for our business. This
plan emphasizes strict capital discipline designed to improve capital efficiency
through the use of standardized risk analysis, a heightened focus on cost
control, and a rigorous process for booking proved natural gas and oil reserves.
This back-to-basics approach is designed to stabilize production by improving
the production mix across our operating areas, thereby generating more
predictable income and cash flows in this business.

Our U.S. operations are divided into the following areas: onshore, offshore
and coal seam. The onshore area includes operations in three regions: Texas
Onshore, Central and Rocky Mountains. The Texas Onshore region includes our
operations along the Texas Gulf Coast, the Central region includes primarily our
operations in north Louisiana and the Rocky Mountain region includes our
interests in Utah. The offshore area includes our interests in the Gulf of
Mexico primarily in state and federal waters along the coast of Texas and
Louisiana. Our coal seam area consists of operations in the Black Warrior Basin
in Alabama, the Arkoma Basin in Oklahoma and the Raton Basin in New Mexico. In
each of our domestic operating areas, we have extensive acreage and/or seismic
holdings, which allow us to be competitive.

11

In Brazil, our operations are concentrated in the Camamu, Santos, and
Potiguar Basins. We have been successful with our drilling programs in the
Santos and Camamu Basins and are seeking a strategic partner with a strong
interest in Brazil to contribute near-term development capital in these two
basins. Through our UnoPaso Ltda., or UnoPaso, investment, in which we owned a
50 percent interest at December 31, 2003, we continue to work with Petrobras,
the Brazilian national oil company, in growing our presence in the Potiguar
Basin with increased production and planned exploratory activity. In July 2004,
we acquired the remaining 50 percent interest in UnoPaso.

Natural Gas and Oil Reserves

The tables below provide information on our proved reserves at December 31,
2003. Reserve information in these tables is based on the reserve report dated
January 1, 2004, prepared internally by us. Ryder Scott Company and Huddleston &
Co., Inc., independent petroleum engineering firms, performed independent
reserve estimates for 90 percent and 10 percent of our properties, respectively.
The total estimate of proved reserves prepared independently by Ryder Scott
Company and Huddleston & Co., Inc. was within five percent of our internally
prepared estimates. This information is consistent with estimates of reserves
filed with other federal agencies, except for differences of less than five
percent resulting from actual production, acquisitions, property sales,
necessary reserve revisions and additions to reflect actual experience. The
tables below exclude reserve information related to our equity ownership
interests in UnoPaso; the Merchant Energy segment's interests in Sengkang in
Indonesia and Aguaytia in Peru; and the Field Services segment's interest in
GulfTerra. Combined proved reserve balances for these equity investment
interests were 255,278 MMcf of natural gas and 7,105 MBbls of oil or natural gas
equivalents of 297,909 MMcfe, all net to our ownership interests. Our estimated
proved reserves as of December 31, 2003, and our 2003 production, by area, are
as follows:

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(1) Net proved reserves exclude royalties and interests owned by others
(including net profits interests) and reflects contractual arrangements and
royalty obligations in effect at the time of the estimate.
(2) Includes oil, condensate and natural gas liquids.
(3) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.
(4) Includes international operations in Hungary and Indonesia.

There are considerable uncertainties inherent in estimating quantities of
proved reserves and in projecting future rates of production and the timing of
development expenditures, including many factors beyond our control,
particularly where such reserves are not currently producing or developed. The
reserve data represents only estimates. Reservoir engineering is a subjective
process of estimating underground accumulations of natural gas and oil that
cannot be measured in an exact manner. The accuracy of any reserve estimate is a
function of the quality of available data and of engineering and geological
interpretations and judgment. As a result, estimates of different engineers
often vary. Estimates are subject to revision based upon a number of factors,
including reservoir performance, prices, economic conditions and government
restrictions. In addition, results of drilling, testing and production
subsequent to the date of an estimate may justify revision of that estimate.
Reserve estimates are often different from the quantities of natural gas and oil
that are ultimately recovered. The meaningfulness of reserve estimates is highly
dependent on the accuracy of the assumptions on which they were based. In
general, the volume of production from the natural gas and oil properties we own
declines as reserves are depleted. Except to the extent we conduct successful
exploration and development drilling or acquire additional properties containing
proved reserves, or both, our proved reserves will decline as reserves are
produced.

13

In addition, during 2003, we sold reserves totaling over 500 Bcfe to
various third parties. The reserves sold were primarily located in Oklahoma, New
Mexico, Texas, Louisiana, the Gulf of Mexico and western Canada. See Part II,
Item 8, Financial Statements and Supplementary Data, Note 30, for a further
discussion of our reserves.

Acreage and Wells

The following table details our gross and net interest in developed and
undeveloped onshore, offshore, coal seam and international lease and mineral
acreage at December 31, 2003. Any acreage in which our interest is limited to
owned royalty, overriding royalty and other similar interests is excluded.

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(1) Gross interest reflects the total acreage we participated in, regardless of
our ownership interests in the acreage.
(2) Net interest is the aggregate of the fractional working interest that we
have in our gross acreage.
(3) In April 2004, we announced the sale of 174,679 gross and net acres
associated with our Brazilian offshore operations.
(4) As of September 2004, we have sold our production operations in Canadian and
substantially all of our operations in Indonesia.

The U.S. net developed acreage is concentrated primarily in the Gulf of
Mexico (47 percent), Utah (15 percent), Texas (9 percent), Louisiana (8
percent), and Oklahoma (8 percent). The domestic net undeveloped acreage is
concentrated primarily in the Gulf of Mexico (25 percent), New Mexico (21
percent), and Louisiana (11 percent). Approximately 20 percent, 14 percent and 7
percent of our total U.S. net undeveloped acreage is held under leases that have
minimum remaining primary terms expiring in 2004, 2005 and 2006, respectively.
During 2003, we sold approximately 956,513 net acres primarily located in
Oklahoma, New Mexico, Texas, Louisiana, the Gulf of Mexico and western Canada.

14

The following table details our gross and net interests in productive
onshore, offshore, coal seam and international natural gas and oil wells and the
number of wells being drilled at December 31, 2003:

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(1) Gross interest reflects the total number of wells we participated in,
regardless of our ownership interests in the wells.
(2) Net interest is the aggregate of the fractional working interest that we
have in our gross wells.
(3) As of September 2004, we have sold our production operations in Canada.

During 2003, we sold approximately 715 net productive wells located
primarily in Oklahoma, New Mexico, Texas, Louisiana, the Gulf of Mexico and
western Canada. At December 31, 2003, we operated 2,774 of the 2,900 net
productive wells.

The following table details our net exploratory and development wells
drilled for each of the three years ended December 31. As a result of the
restatement of our proved natural gas and oil reserves, some wells drilled that
were previously reported as development wells have been reclassified as
exploratory wells in 2002 and 2001. See Part II, Item 8, Financial Statement and
Supplementary Data, Note 1 for a further discussion of this restatement.

- ---------------

(1) Net interest is the aggregate of the fractional working interest that we
have in our gross wells drilled.
(2) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.
(3) Includes international operations in Australia, Hungary, Turkey and
Indonesia.

The information above should not be considered indicative of future
drilling performance, nor should it be assumed that there is any correlation
between the number of productive wells drilled and the amount of natural gas and
oil that may ultimately be recovered.

Net Production, Sales Prices, Transportation and Production Costs

The following table details our net production volumes, average sales
prices received, average transportation costs, average production costs and
average production taxes associated with the sale of natural gas and oil for
each of the three years ended December 31. See our Production segment in Part
II, Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations for a further discussion of volumes, prices and production
costs.

- ---------------

(1) As of September 2004, we have sold our production operations in Canada.
(2) Prices are stated before transportation costs.
(3) These amounts have been restated as a result of our determination that a
number of our hedges in historical periods did not qualify as hedges for
consolidated reporting purposes.
(4) Production costs include lease operating costs and production related taxes
(including ad valorem and severance taxes).

17

Acquisition, Development and Exploration Expenditures

The following table details information regarding the costs incurred in our
acquisition, development and exploration activities for each of the three years
ended December 31. As a result of the restatement of our proved natural gas and
oil reserves, some costs that were previously reported as development costs have
been reclassified as exploratory drilling costs for the years 2002 and 2001. See
Part II, Item 8, Financial Statements and Supplementary Data, Notes 1 and 30,
for a further discussion of this restatement.

- ---------------

(1) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.
(2) Includes international operations in Australia, Hungary, Indonesia and
Turkey.

The following table details approximate amounts spent to develop proved
undeveloped reserves that were included in our reserve report for each of the
three years:

Regulatory and Operating Environment

Our natural gas and oil production activities are regulated at the federal,
state and local levels, as well as internationally by the countries around the
world where we do business. These regulations include, but are not limited to,
the drilling and spacing of wells, conservation, forced pooling and protection
of correlative rights among interest owners. We are also subject to governmental
safety regulations in the jurisdictions in which we operate.

Our domestic operations under federal natural gas and oil leases are
regulated by the statutes and regulations of the U.S. Department of the Interior
that currently impose liability upon lessees for the cost of environmental
impacts resulting from their operations. Royalty obligations on all federal
leases are regulated by the Minerals Management Service, which has promulgated
valuation guidelines for the payment of royalties by producers. Our
international operations are subject to environmental regulations administered
by foreign governments, which include political subdivisions and international
organizations. These domestic and international laws and regulations relating to
the protection of the environment affect our natural gas and oil operations
through their effect on the construction and operation of facilities, drilling
operations, production or the delay or prevention of future offshore lease
sales. We believe that our operations are in material compliance with the
applicable requirements. In addition, we maintain insurance on our production
business for sudden and accidental spills and oil pollution liability.

Our production business has operating risks normally associated with the
exploration for and production of natural gas and oil, including blowouts,
cratering, pollution and fires, each of which could result in damage to life or
property. In addition, offshore operations may encounter usual marine perils,
including hurricanes and other adverse weather conditions, damage from
collisions with vessels, governmental regulations and interruption or
termination by governmental authorities based on environmental and other
considerations. Customary with industry practices, we maintain insurance
coverage on behalf of our production activities with respect to potential losses
resulting from these operating hazards.

19

Markets and Competition

We primarily sell our natural gas and oil to third parties through our
Merchant Energy segment at spot market prices, subject to customary adjustments.
As part of our Long-Range Plan, we will continue to sell our natural gas and oil
production to this segment. We sell our natural gas liquids at market prices
under monthly or long-term contracts, subject to customary adjustments. We also
engage in hedging activities on a portion of our natural gas and oil production
to stabilize our cash flows and reduce the risk of downward commodity price
movements on sales of our production.

The natural gas and oil business is highly competitive in the search for
and acquisition of additional reserves and in the sale of natural gas, oil and
natural gas liquids. Our competitors include major and intermediate sized
natural gas and oil companies, independent natural gas and oil operators and
individual producers or operators with varying scopes of operations and
financial resources. Competitive factors include price and contract terms.
Ultimately, our future success in the production business will be dependent on
our ability to find or acquire additional reserves at costs that allow us to
remain competitive.

UNREGULATED BUSINESSES -- FIELD SERVICES SEGMENT

Our Field Services segment conducts our midstream activities which includes
gathering and processing of natural gas. Our Field Services assets principally
consist of our consolidated processing assets in south Texas and south
Louisiana, and our general and limited partner holdings of GulfTerra, a publicly
traded master limited partnership in which our subsidiary serves as the general
partner. GulfTerra provides services that include gathering, transportation,
separation, handling, processing, fractionation and storage of natural gas, oil
and natural gas liquids.

Until the fourth quarter of 2003, we owned 100 percent of the general
partner of GulfTerra. In December 2003, we sold 50 percent of this ownership
interest to Enterprise Products Partners, L.P. (Enterprise) as discussed below.
We will sell our remaining interest in the general partner to Enterprise upon
the completion of the merger described below for $370 million in cash and a 9.9
percent interest in the general partner of the combined entity.

Gathering and Processing Operations

Our gathering and processing operations provide gathering and processing
services to natural gas producers, primarily in the south Texas and south
Louisiana production areas. The following tables provide information regarding
operational capacity and volumes of these gathering and processing facilities:

- ---------------

(1) Substantially all of these assets will be sold in 2004 as part of the
Enterprise transaction discussed below.

20

During 2002 and 2003, we completed a number of sales of our midstream
assets, including the sale of our San Juan Basin gathering, treating and
processing assets and our Texas and New Mexico midstream assets, including the
intrastate natural gas pipeline system we acquired from Pacific Gas & Electric
Company in 2000, to GulfTerra. Under our Long-Range Plan, we intend to divest
the remaining processing assets or manage them as part of our unregulated
businesses.

Investment in GulfTerra

We currently serve as the managing member of GulfTerra's general partner.
As the managing member of the general partner, we manage the partnership's daily
operations and perform all of GulfTerra's administrative and operational
activities under a general and administrative services agreement or, in some
cases, separate operational agreements. The following table provides information
on the facilities of GulfTerra:

- ---------------

(1) All volumetric information reflects 100 percent of GulfTerra's interest.

As of December 31, 2003, we owned 17.8 percent, or 10,384,245, of
GulfTerra's voting common units and a 50 percent ownership interest in
GulfTerra's one percent general partner. We also owned all 10,937,500 of the
partnership's outstanding Series C units, which are non-voting but are
convertible into common units. Until October 2003, we owned all of the Series B
preference units of the partnership, which GulfTerra redeemed for $156 million
at that time. The remaining 82.2 percent of the partnership's common units are
owned by public unit holders (including small amounts owned by management and
employees of the general partner), none of which exceeds a 10 percent ownership
interest.

GulfTerra Merger with Enterprise

In December 2003, Enterprise and GulfTerra announced that they had executed
definitive merger agreements to form the second largest publicly traded energy
partnership in the United States. The general partner of the combined
partnership was to be jointly owned by us and affiliates of privately held
Enterprise Products Company, with each owning a 50 percent interest. In 2004, we
amended our agreement with Enterprise Products Company whereby we will sell our
remaining interest in the general partner of GulfTerra, in exchange for an
additional payment to us of $370 million and a 9.9 percent interest in the
general partner of the combined entity. In conjunction with the merger, we will
also sell to Enterprise a portion of our common units, all of our Series C units
in GulfTerra and substantially all of our south Texas gathering and processing
assets. Following the completion of these transactions, our Field Services
segment will own a 9.9 percent interest in the general partner of Enterprise,
approximately four percent of Enterprise's common units and processing plants
located primarily in south Louisiana.

The combined partnership, which will retain the name Enterprise Products
Partners L.P., will provide transportation, gathering, processing, and treating
services in the largest producing basins of natural gas, crude oil and natural
gas liquids (NGL) in the U.S., including the Gulf of Mexico, Rocky Mountains,
San Juan Basin, Permian Basin, south Texas, east Texas, Mid-Continent, Louisiana
Gulf Coast and, through connections with third-party pipelines, Canada's western
sedimentary basin. The partnership will also serve the largest consuming regions
for natural gas, crude oil and NGL on the U.S. Gulf Coast.

21

In July 2004, the unitholders of both Enterprise and GulfTerra approved the
merger and related transactions. The merger and related transactions are
discussed more fully in Part II, Item 8, Financial Statements and Supplementary
Data, Note 28.

Regulatory Environment

Some of our operations, owned directly or through equity investments, are
subject to regulation by the FERC in accordance with the Natural Gas Act of 1938
and the Natural Gas Policy Act of 1978. Each entity subject to the FERC's
regulation operates under separate FERC approved tariffs with established rates,
terms and conditions of service.

Some of our operations, owned directly or through equity investments, are
also subject to regulation by the Railroad Commission of Texas under the Texas
Utilities Code and the Common Purchaser Act of the Texas Natural Resources Code.
Field Services files the appropriate rate tariffs and operates under the
applicable rules and regulations of the Railroad Commission.

In addition, some of our operations, owned directly or through equity
investments, are subject to the Natural Gas Pipeline Safety Act of 1968, the
Hazardous Liquid Pipeline Safety Act of 1979 and various environmental statutes
and regulations. Each of our pipelines has continuing programs designed to keep
the facilities in compliance with pipeline safety and environmental
requirements, and we believe that these systems are in material compliance with
the applicable requirements.

Markets and Competition

We compete with major interstate and intrastate pipeline companies in
transporting natural gas and NGL's. We also compete with major integrated energy
companies, independent natural gas gathering and processing companies, natural
gas marketers and oil and natural gas producers in gathering and processing
natural gas and NGL's. Competition for throughput and natural gas supplies is
based on a number of factors, including price, efficiency of facilities,
gathering system line pressures, availability of facilities near drilling
activity, service and access to favorable downstream markets.

UNREGULATED BUSINESSES -- MERCHANT ENERGY SEGMENT

Our Merchant Energy segment consists of a Global Power division, an Energy
Marketing and Trading division and an LNG division.

Global Power

Our Global Power division includes the ownership and operation of domestic
and international power generation facilities as well as the management of
restructured power contracts. As of December 31, 2003, we owned or had interests
in 68 power facilities in 16 countries with a total generating capacity of
14,898 gross MW. Our commercial focus has historically been either to develop
projects in which new long-term power purchase agreements allow for an
acceptable return on capital, or to acquire projects with existing above-market
power purchase agreements. During 2003, we actively pursued the sale of most of
our domestic plants and in December 2003, our Board of Directors authorized a
plan that included the sale of substantially all of our domestic power
generation plants. As of September 2004, we have sold 23 domestic power plants
with a total generating capacity of 2,480 gross MW. Following these sales, we
anticipate that we will continue to own interests in several domestic plants and
own several power purchase and supply contracts related to our power
restructuring business discussed below. We will also continue to seek
opportunities to sell or otherwise divest these remaining domestic assets and
some of our international assets, such that our long-term focus will be on
maximizing the value of our international power assets primarily in Brazil.

22

Domestic Power. As of December 31, 2003, we owned or had direct investment
interests in the following domestic power plants:

- ---------------

(1) These power facilities are reflected as investments in unconsolidated
affiliates in our financial statements.

(2) These power facilities (referred to as merchant plants) do not have
long-term power purchase agreements with third parties. Our energy marketing
and trading division sells the power that a majority of these facilities
generate to the wholesale power market.

(3) Represents our ownership interest in the Juniper holding company. This
company owns equity interests in 10 domestic power facilities.

(4) In December 2003, our Board approved a plan for selling these power
facilities.

(5) This power facility is currently being leased to a third party who has an
option to purchase in 2005.

Prior to 2003, we conducted a significant portion of our domestic power
activity through our ownership in Chaparral, an unconsolidated joint venture
formed for the purpose of investing in the domestic power industry. During the
first six months of 2003, we acquired our joint venture partner's interest and
began consolidating Chaparral effective January 1, 2003.

In addition to our domestic power plants above, we were involved in
activities in 2001 and 2002 that we have referred to as our power restructuring
business. These activities involved restructuring above-market, long-term power
purchase agreements with utilities that were originally tied to older power
plants built under the Public Utility Regulatory Policies Act of 1978 (PURPA).
These PURPA facilities were typically less efficient and more costly to operate
than newer power generation facilities. Our power restructuring activities
included restructuring the contracts held by our consolidated power plants such
as our Eagle Point power facility, and restructuring of contracts at plants
owned by Chaparral, such as Chaparral's Newark Bay, Bayonne and Camden power
facilities. In a restructuring, the contracts were amended so that the power
sold to the utilities did not have to be provided from the specific power plant,
but could be obtained in the

23

wholesale power market. While we are no longer actively seeking to restructure
additional power purchase contracts, we continue to manage the physical purchase
and sale of electricity as required under the following previously restructured
power contracts:

- ---------------

(1) We sold these restructured power contracts in 2004.

International Power. As of December 31, 2003, we owned or had a direct
investment in the following international power plants (only significant assets
and investments are listed):

- ---------------

(1) These power facilities are reflected as investments in unconsolidated
affiliates in our financial statements.

(2) This facility's power sales contract is currently in arbitration.

(3) Although a majority of the power generated by this power facility is sold to
the wholesale power markets, Petrobras provides a minimum level of capacity
and revenue under its contract until 2007.

From November 2001 to April 2003, several of our power facilities in Brazil
were owned and managed by Gemstone, an unconsolidated joint venture formed for
the purpose of investing in the Brazilian power industry. In April 2003, we
acquired our joint venture partner's interest and began consolidating Gemstone.

24

In addition to the international power plants above, our Global Power
division also has investments in the following international pipelines:

- ---------------

(1) Volumes represent the pipeline's total design capacity and average
throughput and are not adjusted for our ownership interest.

As discussed above, we are actively divesting substantially all of our
domestic power plants, with 23 power plants sold as of September 2004, another 8
power plants currently under sales contracts and most of the remaining domestic
plants approved by our Board of Directors for sale. Several of the power plants
under sales contracts are subject to rights of existing partners to purchase our
interest in such plants and many of the power plants require consents from third
parties prior to consummating the sale of the plants. Internationally, our
long-term focus is to integrate our Brazilian businesses to better unify our
efforts and economies of scale in Brazil. We intend to sell substantially all of
our other international power operations, our domestic restructured power
contracts and our other domestic power plants as opportunities arise.

Regulatory Environment. Our domestic power generation activities are
regulated by the FERC under the Federal Power Act with respect to the rates,
terms and conditions of service of these regulated plants. In addition, exports
of electricity outside of the U.S. must be approved by the Department of Energy.
Our cogeneration power production activities are regulated by the FERC under
PURPA with respect to rates, procurement and provision of services and operating
standards. Our power generation activities are also subject to federal, state
and local environmental regulations.

Our international power generation activities are regulated by numerous
governmental agencies in the countries in which these projects are located. Many
of the countries in which we conduct business have recently developed or are
developing new regulatory and legal structures to accommodate private and
foreign-owned businesses. These regulatory and legal structures and their
interpretation and application by administrative agencies are relatively new,
are sometimes limited and are at risk to change, which may affect our
contractual arrangements. Many detailed rules and procedures are yet to be
issued, and we expect that the interpretation and modification of existing rules
in these jurisdictions will evolve over time.

Markets and Competition. Many of our domestic power generation facilities
sell power pursuant to long-term power purchase agreements with investor-owned
utilities in the U.S. The terms of the power purchase agreements for our
facilities are such that our revenues from these facilities are not
significantly impacted by competition from other sources of generation. The U.S.
power generation industry continues to evolve and regulatory initiatives have
been adopted at the federal and state levels aimed at increasing competition in
the power generation business. As a result, it is likely that when the power
purchase agreements expire, these facilities will be required to compete in the
same market as our other power facilities without power purchase agreements, in
which operating efficiency and other economic factors determine success. We are
likely to face intense competition from generation companies as well as from the
wholesale power markets.

Many of our international power generation facilities sell power under
long-term power purchase agreements primarily with power transmission and
distribution companies owned by the local governments where the facilities are
located. When these long-term contracts expire, these facilities will be subject
to regional market and competitive risks.

Energy Marketing and Trading

During 2001 and 2002, we entered into a variety of physical and financial
transactions in the commodity markets. As a result of the deterioration of the
energy trading environment in late 2001 and 2002 and the reduced availability of
credit to us, we announced in November 2002 that we would reduce our involvement
in the energy trading business and pursue an orderly liquidation of our trading
portfolio. As part of our

25

Long-Range Plan, we announced that our historical energy trading operations
would become a marketing and trading business focused on the marketing and
physical trading of the natural gas and oil from our Production segment. As of
December 31, 2003, we had executed contracts with third parties, primarily fixed
for floating swaps, that effectively hedged 38.9 TBtu of our Production
segment's anticipated natural gas production through 2012. The volumes as of
December 31, 2003 have been adjusted for a restatement of the accounting
treatment for these hedging activities. See Part II, Item 8, Financial
Statements and Supplementary Data, Note 1, for a further discussion of this
restatement. In May 2004, we entered into additional hedges for 5.5 TBtu of our
Production segment's anticipated natural gas production through 2007. In
addition, in August 2004, we entered into hedges for 1.1 MMBbls of our
Production segment's anticipated oil production in Brazil through 2007. As of
September 2004, we continued to have a number of transactions from our
historical trading portfolio that we are actively working to liquidate.

Our Energy Marketing and Trading division's portfolio is grouped into
several categories. Each of these categories includes contracts with third
parties and contracts with affiliates that require physical delivery of a
commodity or financial settlement. The types of contracts used in this division
are as follows:

Natural gas. These contracts include long-term obligations to deliver
natural gas to power plants. We currently have seven significant physical
natural gas contracts with power plants. These contracts have various
expiration dates ranging from 2007 to 2028, with expected obligations under
individual contracts with third parties ranging from 30,000 MMBtu/d to
142,000 MMBtu/d. Also included in our natural gas portfolio are other
contracts that we use to manage the risk associated with our long-term
supply obligations and those historically associated with our merchant LNG
business.

Power. These contracts include long-term obligations to provide power
to our Global Power division for their restructured domestic power
contracts. We currently have four power supply contracts with the largest
of these being a contract with Morgan Stanley for approximately 1.7 MMWh
per year extending through 2016. We also have other contracts that require
the physical delivery of power or that are used to manage the risk
associated with our obligations to supply power.

Tolling. These contracts provide us with the right to require a
counterparty to convert natural gas into electricity. Under these
arrangements, we supply the natural gas used in the underlying power plants
and sell the electricity produced by the power plant. In exchange for this
right, we pay a monthly fixed fee and a variable fee based on the quantity
of electricity produced. We currently have two unaffiliated physical
tolling contracts, the largest of which is our contract on the Cordova
power project in the Midwest, which has an expiration date of 2019.

Transportation. These contracts give us the right to transport
natural gas using pipeline capacity for a fixed demand charge plus variable
transportation costs. Our natural gas transportation contracts have 1.7
Bcf/d of capacity as of December 31, 2003 and have contractual expiration
dates through 2028. Our ability to utilize our transportation capacity is
dependent on several factors including the difference in natural gas prices
at receipt and delivery locations along the pipeline system and the amount
of capital required to support credit demands from our gas suppliers.

Storage. These contracts give us the ability to inject, withdraw and
store natural gas in various locations. Through these contracts, we
currently have access to storage capacity totaling 22 Bcf as of December
31, 2003 with contractual terms that currently extend through 2007.

Markets and Competition. Our Energy Marketing and Trading division
operates in a highly competitive environment. Our primary competitors include:

- affiliates of major oil and natural gas producers;

- large domestic and foreign utility companies;

- affiliates of large local distribution companies;

- affiliates of other interstate and intrastate pipelines; and

26

- independent energy marketers and power producers with varying scopes of
operations and financial resources.

Our Energy Marketing and Trading division competes on the basis of price,
operating efficiency, technological advances, experience in the marketplace and
counterparty credit. Each market served is influenced directly or indirectly by
energy market economics.

LNG

Our merchant LNG terminalling and transportation business (which does not
include the Elba Island facility owned by our Pipelines segment) contracted for
LNG terminalling and regasification capacity and coordinated short and long-term
LNG supply deliveries. Our merchant LNG terminalling and transportation business
owned several terminals under development in Baja, Altimira and the Bahamas. We
also held a patent on our Energy Bridge technology and several long-term charter
arrangements on ships that employed this technology. This technology involved
using ships to liquify and then regasify natural gas for delivery to pipeline
offtakers. In 2003, we announced our intent to exit this business because of the
significant capital and credit requirements of this business. We have either
sold or are in the process of selling all of our merchant LNG terminals,
including the remaining assets and intellectual property rights related to our
Energy Bridge technology. We are also terminating our remaining obligations
under the long-term ship charters related to this technology.

OTHER OPERATIONS AND ASSETS

We currently have a number of other assets and businesses that are either
included as part of our corporate activities or as discontinued operations.

Corporate Activities

Through our corporate group, we perform management, legal, accounting,
financial, tax, consulting, administrative and other services for our operating
business segments. The costs of providing these services are allocated to our
business segments. Our remaining telecommunications business and a retail
business (which was sold in 2001 and 2002) and our discontinued operations,
which include our petroleum markets and coal businesses, are also included in
our corporate activities.

Telecommunications

Our telecommunications business focuses on providing Texas-based metro
transport services and collocation and cross-connect services in Chicago. Our
Texas metro transport business provides bandwidth transport services to
wholesale and commercial customers in Austin, San Antonio, Dallas, Ft. Worth and
Houston. Our collocation and cross-connect services are available through our
Chicago telecommunications facility, the Lakeside Technology Center. This
facility provides space for telecommunication carriers that is designed for
their unique equipment needs and provides access to multiple network connections
of various telecommunication carriers. As of December 31, 2003, we had
approximately $160 million of remaining assets in our telecommunications
business, primarily consisting of our Texas metro transport business and our
Lakeside Technology Center. In April 2004, we sold a 28 percent interest in our
Texas metro transport business to Genesis Park, L.P., a third party investment
partnership, and the name of that business was changed to Alpheus
Communications.

Discontinued Operations

Our discontinued operations consist of our petroleum markets and coal
mining businesses.

Petroleum Markets. In 2003, we announced our intent to sell our petroleum
markets business since it was not core to our primary natural gas business.
During 2003 and 2004, we sold substantially all of our petroleum markets assets.
As of December 31, 2003, our petroleum markets business owned or had interests
in two crude oil refineries and two chemical production facilities and had
petroleum terminalling and related

27

marketing operations. Our refineries operated at 74 percent of their combined
daily capacity in 2003, at 66 percent in 2002 and at 71 percent in 2001. The
aggregate sales volumes at our wholly owned refineries were approximately 118
MMBbls in 2003, 110 MMBbls in 2002 and 131 MMBbls in 2001. Of our total refinery
sales in 2003, 24 percent was gasoline, 38 percent was middle distillates, such
as jet fuel, diesel fuel and home heating oil, and 38 percent was heavy
industrial fuels and other products. The following table presents information on
our wholly owned refineries as of and for the years ended December 31:

- ---------------

(1) In March 2004, we completed the sale of our Aruba refinery to Valero Energy
Corporation.
(2) In January 2004, we completed the sale of our Eagle Point refinery to Sunoco
Corporation.
(3) In July 2003, we sold our Mobile refinery to Trigeant EP. Ltd. These volumes
only reflect those produced prior to the sale of the refinery.

Our chemical plants produce gasoline additives and paraxylene at our
facilities in Wyoming and Montreal. The following table provides information on
sales volumes from our wholly owned chemical facilities in the U.S. for each of
the three years ended December 31:

- ---------------

(1) In December 2003, we sold our chemical facilities that produced
nitrogen-based industrial and agricultural products to Dyno Nobel, Inc. We
expect to sell our remaining chemical facilities in the fourth quarter of
2004.

(2) Removed from service in October 2003.

Our petroleum markets business is subject to federal, state and local
environmental regulations and its customers are principally independent energy
marketers and retailers.

Coal Mining. Prior to its discontinuance in 2002, our coal mining business
controlled reserves totaling 524 million recoverable tons and produced
high-quality bituminous coal from reserves in Kentucky, Virginia and West
Virginia. The extracted coal was primarily sold under long-term contracts to
power generation facilities in the eastern U.S. During late 2002 and early 2003,
these operations were sold.

ENVIRONMENTAL

A description of our environmental activities is included in Part II, Item
8, Financial Statements and Supplementary Data, Note 22, and is incorporated
herein by reference.

EMPLOYEES

As of September 24, 2004, we had approximately 7,574 full-time employees,
of which 34 are subject to collective bargaining arrangements.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers as of September 10, 2004, are listed below. Prior to
August 1, 1998, all references to El Paso refer to positions held with El Paso
Natural Gas Company.

Douglas L. Foshee has been President, Chief Executive Officer, and a
Director of El Paso since September 2003. Mr. Foshee became Executive Vice
President and Chief Operating Officer of Halliburton Company in 2003, having
joined that company in 2001 as Executive Vice President and Chief Financial
Officer. Prior to that, Mr. Foshee was President, Chief Executive Officer, and
Chairman of the Board at Nuevo Energy Company. From 1993 to 1997, Mr. Foshee
served Torch Energy Advisors Inc. in various capacities, including Chief
Operating Officer and Chief Executive Officer. He held various positions in
finance and new business ventures with ARCO International Oil and Gas Company
and spent seven years in commercial banking, primarily as an energy lender.

D. Dwight Scott has been Executive Vice President and Chief Financial
Officer of El Paso since October 2002. Mr. Scott served as Senior Vice President
of Finance and Planning for El Paso from July 2002 to September 2002. Mr. Scott
was Executive Vice President of Power for El Paso Merchant Energy from December
2001 to June 2002, and he served as Chief Financial Officer of El Paso Global
Networks from October 2000 to November 2001. From January 1999 to October 2000,
he served as a managing director in the energy investment banking practice of
Donaldson, Lufkin and Jenrette.

John W. Somerhalder II has been an Executive Vice President of El Paso
since April 2000, and President of the Pipeline Group since January 2001. He has
been Chairman of the Board of Tennessee Gas Pipeline Company, El Paso Natural
Gas Company and Southern Natural Gas Company since January 2000 and Chairman of
the Board of ANR Pipeline Company and Colorado Interstate Gas Company since
January 2001. He was President of Tennessee Gas Pipeline Company from December
1996 to January 2000, President of El Paso Energy Resources Company from April
1996 to December 1996 and Senior Vice President of El Paso from August 1992 to
April 1996.

Robert W. Baker has been Executive Vice President and General Counsel of El
Paso since January 2004. From February 2003 to December 2003, he served as
Executive Vice President of El Paso and President of El Paso Merchant Energy. He
was Senior Vice President and Deputy General Counsel of El Paso from January
2002 to February 2003. Prior to that time he held various positions in the legal
department of Tenneco Energy and El Paso since 1983.

Robert G. Phillips has been President of El Paso Field Services since June
1997. He was President of El Paso Energy Resources Company from December 1996 to
June 1997, President of El Paso Field Services from April 1996 to December 1996
and was Senior Vice President of El Paso from September 1995 to April 1996.
Prior to that period, Mr. Phillips was Chief Executive Officer of Eastex Energy,
Inc. Mr. Phillips is the Chairman of the Board of Directors of GulfTerra Energy
Company, L.L.C., the general partner of GulfTerra Energy Partners, L.P.

Lisa A. Stewart has been President of El Paso Production and Non-Regulated
Operations since February 2004. Ms. Stewart was Executive Vice President of
Business Development and Exploration and Production Services for Apache
Corporation from 1995 to February 2004. From 1984 to 1995, Ms. Stewart worked in
various positions for Apache Corporation.

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AVAILABLE INFORMATION

Our website is http://www.elpaso.com. We make available, free of charge on
or through our website, our annual, quarterly and current reports, and any
amendments to those reports, as soon as is reasonably possible after these
reports are filed with the Securities and Exchange Commission (SEC). Each of our
Board's standing committee charters, our Corporate Governance Guidelines and our
Code of Business Conduct are also available, free of charge, through our
website. Information contained on our website is not part of this report.

ITEM 2. PROPERTIES

A description of our properties is included in Item 1, Business, and is
incorporated herein by reference.

We believe that we have satisfactory title to the properties owned and used
in our businesses, subject to liens for taxes not yet payable, liens incident to
minor encumbrances, liens for credit arrangements and easements and restrictions
that do not materially detract from the value of these properties, our interests
in these properties, or the use of these properties in our businesses. We
believe that our properties are adequate and suitable for the conduct of our
business in the future.

ITEM 3. LEGAL PROCEEDINGS

More details on the cases listed below and a description of our legal
proceedings are included in Part II, Item 8, Financial Statements and
Supplementary Data, Note 22, and is incorporated herein by reference.

The purported shareholder class actions filed in the U.S. District Court
for the Southern District of Texas, Houston Division, are: Marvin Goldfarb, et
al v. El Paso Corporation, William Wise, H. Brent Austin, and Rodney D. Erskine,
filed July 18, 2002; Residuary Estate Mollie Nussbacher, Adele Brody Life
Tenant, et al v. El Paso Corporation, William Wise, and H. Brent Austin, filed
July 25, 2002; George S. Johnson, et al v. El Paso Corporation, William Wise,
and H. Brent Austin, filed July 29, 2002; Renneck Wilson, et al v. El Paso
Corporation, William Wise, H. Brent Austin, and Rodney D. Erskine, filed August
1, 2002; and Sandra Joan Malin Revocable Trust, et al v. El Paso Corporation,
William Wise, H. Brent Austin, and Rodney D. Erskine, filed August 1, 2002; Lee
S. Shalov, et al v. El Paso Corporation, William Wise, H. Brent Austin, and
Rodney D. Erskine, filed August 15, 2002; Paul C. Scott, et al v. El Paso
Corporation, William Wise, H. Brent Austin, and Rodney D. Erskine, filed August
22, 2002; Brenda Greenblatt, et al v. El Paso Corporation, William Wise, H.
Brent Austin, and Rodney D. Erskine, filed August 23, 2002; Stefanie Beck, et al
v. El Paso Corporation, William Wise, and H. Brent Austin, filed August 23,
2002; J. Wayne Knowles, et al v. El Paso Corporation, William Wise, H. Brent
Austin, and Rodney D. Erskine, filed September 13, 2002; The Ezra Charitable
Trust, et al v. El Paso Corporation, William Wise, Rodney D. Erskine and H.
Brent Austin, filed October 4, 2002. The purported shareholder class actions
relating to our reserve restatement filed in the U.S. District Court for the
Southern District of Texas, Houston Division, which have now been consolidated
with the above referenced purported shareholder class actions, are: James Felton
v. El Paso Corporation, Ronald Kuehn, Jr., Douglas Foshee and D. Dwight Scott;
Sinclair Haberman v. El Paso Corporation, Ronald Kuehn, Jr., and William Wise;
Patrick Hinner v. El Paso Corporation, Ronald Kuehn, Jr., Douglas Foshee, D.
Dwight Scott and William Wise; Stanley Peltz v. El Paso Corporation, Ronald
Kuehn, Jr., Douglas Foshee and D. Dwight Scott; Yolanda Cifarelli v. El Paso
Corporation, Ronald Kuehn, Jr., Douglas Foshee and D. Dwight Scott; Andrew W.
Albstein v. El Paso Corporation, William Wise; George S. Johnson v. El Paso
Corporation, Ronald Kuehn, Jr., Douglas Foshee, and D. Dwight Scott; Robert
Corwin v. El Paso Corporation, Mark Leland, Brent Austin; Ronald Kuehn, Jr., D.
Dwight Scott and William Wise; Michael Copland v. El Paso Corporation, Ronald
Kuehn, Jr., Douglas Foshee and D. Dwight Scott; Leslie Turbowitz v. El Paso
Corporation, Mark Leland, Brent Austin, Ronald Kuehn, Jr., D. Dwight Scott and
William Wise; David Sadek v. El Paso Corporation, Ronald Kuehn, Jr., Douglas
Foshee, D. Dwight Scott; Stanley Sved v. El Paso Corporation, Ronald Kuehn, Jr.,
and William Wise; Nancy Gougler v. El Paso Corporation, Ronald Kuehn, Jr.,
Douglas Foshee and D. Dwight Scott; William Sinnreich v. El Paso Corporation,
Ronald Kuehn, Jr., Douglas Foshee, D. Dwight Scott and William Wise; Joseph
Fisher v. El Paso Corporation, Ronald Kuehn, Jr., Douglas Foshee, D. Dwight
Scott and William Wise; and Glickenhaus & Co.

30

v. El Paso Corporation, Rod Erskine, Ronald Kuehn, Jr., Brent Austin, William
Wise, Douglas Foshee and D. Dwight Scott; Haberman v. El Paso Corporation et al
and Thompson v. El Paso Corporation et al. The purported shareholder action
filed in the Southern District of New York is IRA F.B.O. Michael Conner et al v.
El Paso Corporation, William Wise, H. Brent Austin, Jeffrey Beason, Ralph Eads,
D. Dwight Scott, Credit Suisse First Boston, J.P. Morgan Securities, filed
October 25, 2002.

The shareholder derivative actions filed in Houston are Grunet Realty Corp.
v. William A. Wise, Byron Allumbaugh, John Bissell, Juan Carlos Braniff, James
Gibbons, Anthony Hall Jr., Ronald Kuehn Jr., J. Carleton MacNeil Jr., Thomas
McDade, Malcolm Wallop, Joe Wyatt and Dwight Scott, filed August 22, 2002. The
consolidated shareholder derivative action filed in Houston is John Gebhart and
Marilyn Clark v. El Paso Natural Gas, El Paso Merchant Energy, Byron Allumbaugh,
John Bissell, Juan Carlos Braniff, James Gibbons, Anthony Hall Jr., Ronald
Kuehn, Jr., J. Carleton MacNeil, Jr., Thomas McDade, Malcolm Wallop, William
Wise, Joe Wyatt, Ralph Eads, Brent Austin and John Somerhalder filed in November
2002. The shareholder derivative lawsuit filed in Delaware is Stephen Brudno et
al v. William A. Wise et al filed in October 2002.

The ERISA Class Action Suit is William H. Lewis III v. El Paso Corporation,
H. Brent Austin et al. It is pending in the U.S. District Court for the Southern
District of Texas, Houston Division.

The following is a description of environmental proceedings to which a
governmental authority is a party and potential monetary sanctions are $100,000
or more.

Kentucky PCB Project. In November 1988, the Kentucky environmental agency
filed a complaint in a Kentucky state court alleging that TGP discharged
pollutants into the waters of the state and disposed of PCBs without a permit.
The agency sought an injunction against future discharges, an order to remediate
or remove PCBs and a civil penalty. TGP entered into interim agreed orders with
the agency to resolve many of the issues raised in the complaint. The relevant
Kentucky compressor stations are being remediated under a 1994 consent order
with the Environmental Protection Agency (EPA). Despite TGP's remediation
efforts, the agency may raise additional technical issues or seek additional
remediation work and/or penalties in the future.

Toca Air Permit Violation. In June 2003, SNG notified the Louisiana
Department of Environmental Quality (LDEQ) that it had discovered possible
compliance issues with respect to operations at its Toca Compressor Station. In
response to a request from LDEQ, SNG submitted a detailed report to LDEQ in
September 2003, documenting that there had been unpermitted emissions from nine
condensate storage tanks and a tank truck loading station. In December 2003,
LDEQ issued a Consolidated Compliance Order and Notice of Potential Penalty
requiring SNG to complete certain tasks to correct the existing operating permit
and achieve compliance with federal and state laws and regulations. SNG's Toca
Compressor Station will invest an estimated $6 million to upgrade the station's
environmental controls by 2005. SNG filed a revised permit application and plan
for compliance in January 2004. On May 6, 2004, LDEQ and SNG agreed to settle
the enforcement matter for a penalty of $66,000.

Shoup Natural Gas Processing Plant. On December 16, 2003, El Paso Field
Services, L.P. received a Notice of Enforcement (NOE) from the Texas Commission
on Environmental Quality (TCEQ) concerning alleged Clean Air Act violations at
its Shoup, Texas plant. The NOE included a draft Agreed Order assessing a
penalty of $365,750 for the cited violations. The alleged violations pertained
to exceeding the emission limit, testing, reporting, and recordkeeping issues in
2001. We have responded to the NOE disputing the alleged violation and the
proposed penalty.

Corpus Christi Refinery Air Violations. On March 18, 2004, the Texas
Commission on Environmental Quality (TCEQ) issued an "Executive Director's
Preliminary Report and Petition" seeking $645,477 in penalties relating to air
violations alleged to have occurred at our former Corpus Christi, Texas refinery
from 1996 to 2000. We have filed a hearing request to protect our procedural
rights and have initiated negotiations with the TCEQ.

Coastal Eagle Point. The Coastal Eagle Point Oil Company received several
Administrative Orders and Notices of Civil Administrative Penalty Assessment
from the New Jersey Department of Environmental
31

Protection (DEP). The Orders alleged noncompliance with the New Jersey Air
Pollution Control Act, primarily pertaining to excess emissions reported since
1998 by the Eagle Point refinery in Westville, New Jersey. On February 24, 2003,
EPA Region 2 issued a Compliance Order based on a 1999 EPA inspection of the
refinery's leak detection and repair (LDAR) program. Alleged violations include
a failure to monitor all components and failure to timely repair leaking
components. The Eagle Point refinery resolved the claims of the U.S. and the
State of New Jersey in a Consent Decree on September 30, 2003, pursuant to the
EPA's refinery enforcement initiative. The Consent Decree was entered on
December 2, 2003. We paid a civil penalty of $1.25 million to the U.S. and $1.25
million to New Jersey. We contributed $1.0 million to an environmentally
beneficial project near the refinery. The Eagle Point refinery will invest an
estimated $3 to $7 million to upgrade the plant's environmental controls by
2008. The Eagle Point Refinery was sold in January 2004. We will share certain
future costs associated with implementation of the Consent Decree pursuant to
the Purchase and Sale Agreement. On April 1, 2004, the DEP issued an
Administrative Order and Notice of Civil Administrative Penalty Assessment
seeking $183,000 in penalties for excess emission events that occurred during
the fourth quarter of 2003 at the refinery, prior to the sale. We are reviewing
the information behind the excess emission events and have filed an
administrative appeal contesting the penalty.

St. Helens. On November 11, 2003, our St. Helens, Oregon chemical plant
discovered a release of ammonia at the facility and reported the release to the
National Response Center and state and local contacts on November 12, 2003. The
EPA has alleged violations of the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA) and the Emergency Planning and Community
Right-to-Know Act (EPCRA) reporting requirements associated with the reporting
of the release. On December 3, 2003, the St. Helens plant was sold to Dyno
Nobel, Inc. On April 21, 2004, the EPA issued a demand to El Paso Merchant
Energy -- Petroleum Company for penalties for the alleged violations. We
responded to the EPA's demand, and we have resolved the alleged violations by
agreeing to a penalty of $50,345 and by agreeing to conduct a supplemental
project costing $59,581.

Natural Buttes. On May 19, 2003, we met with the EPA to discuss potential
"prevention of significant deterioration" violations due to a de-bottlenecking
modification at Colorado Interstate Gas Company's facility. The EPA issued an
Administrative Compliance Order and we are in negotiations with the EPA as to
the appropriate penalty.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

32

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the New York Stock Exchange under the symbol
EP. As of September 24, 2004, we had 51,553 stockholders of record, which does
not include beneficial owners whose shares are held by a clearing agency, such
as a broker or bank.

The following table reflects the quarterly high and low sales prices for
our common stock based on the daily composite listing of stock transactions for
the New York Stock Exchange and the cash dividends we declared in each quarter:

On July 16, 2004, we declared quarterly dividends of $0.04 per share of our
common stock, payable on October 4, 2004, to shareholders of record as of
September 3, 2004. Future dividends will be dependent upon business conditions,
earnings, our cash requirements and other relevant factors.

Equity Security Units

In June 2002, we issued 11.5 million, 9% equity security units. Equity
security units consist of two securities: i) a purchase contract on which we pay
quarterly contract adjustment payments at an annual rate of 2.86% and that
requires its holder to buy our common stock on a stated settlement date of
August 16, 2005, and ii) a senior note due August 16, 2007, with a principal
amount of $50 per unit, and on which we pay quarterly interest payments at an
annual rate of 6.14%. The senior notes we issued had a total principal value of
$575 million and are pledged to secure the holders' obligation to purchase
shares of our common stock under the purchase contracts. In December 2003, we
completed a tender offer to exchange 6,057,953 of the outstanding equity
security units, which represented approximately 53 percent of the total units
outstanding. For each unit tendered, the holder received 2.5063 shares of common
stock and cash in the amount of $9.70 per equity security unit. In the exchange,
we issued a total of 15,182,972 shares of our common stock that had a total
market value of $119 million, and paid $59 million in cash. The common stock was
issued under Section 3(a)(9) of the Securities Act of 1933.

Odd-lot Sales Program

We have an odd-lot stock sales program available to stockholders who own
fewer than 100 shares of our common stock. This voluntary program offers these
stockholders a convenient method to sell all of their odd-lot shares at one time
without incurring any brokerage costs. We also have a dividend reinvestment and
common stock purchase plan available to all of our common stockholders of
record. This voluntary plan provides our stockholders a convenient and
economical means of increasing their holdings in our common

33

stock. Neither the odd-lot program nor the dividend reinvestment and common
stock purchase plan have a termination date; however, we may suspend either at
any time. You should direct your inquiries to Fleet National Bank, care of
EquiServe, our exchange agent at 1-877-453-1503.

A description of our equity compensation plan information is included in
Part III, Item 12, Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters, and is incorporated herein by
reference.

ITEM 6. SELECTED FINANCIAL DATA

The information for the years from 1999 until 2002 and for the first nine
months of 2003 has been restated. For a further discussion of this restatement
and the 2003, 2002 and 2001 restatement amounts, see Item 8, Financial
Statements and Supplementary Data, Note 1. See the notes to the table below for
the impact of this restatement on 2000 and 1999. The following historical
selected financial data excludes our petroleum markets and coal mining
businesses, which are presented as discontinued operations in our financial
statements for all periods. The selected financial data below should be read
together with Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations and Item 8, Financial Statements and
Supplementary Data included in this Annual Report on Form 10-K. These selected
historical results are not necessarily indicative of results to be expected in
the future.

- ---------------

(1) In February 2004, we completed an assessment of our December 31, 2003 proved
natural gas and oil reserve estimates. The assessment indicated a downward
revision to our proved reserve estimates of 1.8 Tcfe was needed. Upon
completion of an investigation into the factors that caused this revision,
we determined that a material portion of the revision should be reflected in
all of the historical periods included in this Annual Report on Form 10-K.
As a result, we restated our historical financial statements for all periods
to reflect the impacts of the revised reserve estimates on the financial
statement amounts. In August 2004, we also determined that we had not
properly applied generally accepted accounting principles related to many of
our historical hedges, primarily those associated with hedges of our
anticipated natural gas production. After an investigation into this matter,
we determined that a further restatement of our financial statements would
be required. The cumulative impact of the restatements on total
stockholders' equity as of September 30, 2003 (the most recent balance sheet
filed) was a reduction of approximately $2.4 billion. Of this amount, $1.7
billion related to our restatement for reserves and $0.7 billion related to
the restatement for certain hedges. The cumulative impact includes a
reduction to beginning stockholders' equity as of January 1, 2001 of
approximately $2.0 billion, of which $1.3 billion relates to our restatement
for reserves and $0.7 billion relates to the restatement for certain hedges.
See Item 8, Financial Statements and Supplementary Data, Note 1, for a
further discussion of our restatement processes as well as

34

the financial impacts of the restatements on 2001, 2002 and 2003. The
financial impacts on 1999 and 2000 of the restatements were as follows:

The restated stockholders' equity at December 31, 1999 includes an increase
in 1999 income of $215 million, net of tax, due to a reduced ceiling test
charge, lower depletion expense and the recognition of income that was
previously deferred on hedges of our natural gas production. It also
includes a reduction to beginning retained earnings of $1.5 billion for
charges that would have occurred in periods prior to January 1, 1999 as a
result of our revised reserve levels. As discussed in Item 8, Financial
Statements and Supplementary Data, Note 1, we revised our reserve estimates
for the periods from December 31, 2000 to September 30, 2003 using a reserve
reconstruction approach. For each quarter from December 31, 1998 through the
third quarter of 2000, we estimated reserves using an approach that involved
the use of a "reserve over production ratio" based on the reconstructed
December 31, 2000 reserve estimates. The reserve over production ratio
provided the estimated life of reserves based on production levels. We
applied that ratio to the actual historical period production levels to
calculate estimated historical reserves for each period. In determining the
reserve over production ratio to use for each period, historical prices at
the end of each quarter were considered, since at different pricing levels,
more or less reserves are economical to produce, which also impacts capital
cost, operating cost and revenue assumptions in determining cash flows that
will be derived from reserves. These overall quarterly reserve levels were
then used to recalculate the associated net future cash flows for each
quarter during those periods. Ceiling test charges and depreciation,
depletion and amortization rates were then determined based on these
restated estimated reserve levels and related net future cash flows.
Finally, we assessed the reasonableness of our initial adjustment as of
December 31, 1998 based on historical prices and our historical capitalized
costs prior to that time. Based on that assessment, we believe the amount
recorded as a retained earnings adjustment on January 1, 1999 reasonably
reflects the financial statement impact of our restated reserve levels that
would have occurred prior to that time. We believe the approach used to
reconstruct our historical reserves estimates was reasonable in light of the
information available to us and the circumstances surrounding our
restatement. See Item 8, Financial Statements and Supplementary Data, Note
1, for a further discussion of the methodologies used to restate our natural
gas and oil reserves and the reasons for the differences in the methods used
in computing our restated reserves.

(2) The impacts of the historical restatements for the years ended December 31,
2000 and 1999 have not been audited.

(3) In 2003, we entered into an agreement in principle to settle claims
associated with the western energy crisis of 2000 and 2001. This settlement
resulted in charges of $104 million in 2003 and $899 million in 2002, both
before income taxes. We also incurred losses in 2003 of $1.2 billion and in
2002 of $0.9 billion related to impairments of assets and equity investments
as well as restructuring charges related to industry changes and the related
realignment of our businesses in response to those changes. In addition, we
incurred ceiling test charges (restated) of $76 million, $128 million and
$2,143 million in 2003, 2002 and 2001 on our full cost natural gas and oil
properties. During 2001, we merged with The Coastal Corporation and incurred
costs and asset impairments related to this merger that totaled
approximately $1.5 billion. In 1999, we incurred $557 million of merger
related and asset impairment charges primarily related to our merger with
Sonat Inc. and incurred $121 million of ceiling test charges (restated). For
further discussions of events affecting comparability of our results in
2003, 2002 and 2001, see Item 8, Financial Statements and Supplementary
Data, Notes 5 through 9.

(4) Cash dividends declared per share of common stock represent the historical
dividends declared by El Paso for all periods presented.

(5) The increase in total assets during 2000 was a result of the consolidation
of Engage Energy US, LP into Coastal Merchant Energy and the growth of our
Merchant Energy segment in 2000.

(6) The increases in total long-term financing obligations in 2002 and 2003 was
a result of the consolidations of our Chaparral and Gemstone power
investments, the restructuring of other financing transactions, and the
reclassification of securities of subsidiaries as a result of our adoption
of Statement of Financial Accounting Standards (SFAS) No. 150, Accounting
for Certain Financial Instruments with Characteristics of both Liabilities
and Equity, during 2003.

35

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Our Management's Discussion and Analysis includes forward-looking
statements that are subject to risks and uncertainties. Actual results may
differ substantially from the statements we make in this section due to a number
of factors that are discussed beginning on page 78. The historical financial
information in this section has been restated, as further discussed in Item 8,
Financial Statements and Supplementary Data, Note 1. The information contained
in this discussion also presents our petroleum markets and our coal mining
businesses as discontinued operations for all periods.

OVERVIEW

Our business purpose is to provide natural gas and related energy products
in a safe, efficient and dependable manner. We own North America's largest
natural gas pipeline system and are a large independent natural gas producer. We
also own and operate midstream assets and investments, a domestic and
international power business, an energy marketing and trading business, a small
telecommunications business and currently have for sale or have sold petroleum,
coal and liquified natural gas businesses. Since the end of 2001, our business
activities have largely been focused on maintaining our core businesses of
pipelines and production, while attempting to liquidate or otherwise divest of
those businesses and operations that were not core to our long-term objectives,
or that were not performing consistently with the expectations we had for them
at the time we made the investment. Our overall objective during this period has
been to reduce debt and improve liquidity, while at the same time invest in our
core business activities. In 2002 and 2003, we spent 87 percent and 91 percent,
respectively, of our capital investment dollars in our pipeline, midstream and
production businesses.

We have liquidated or divested our interests in many of our non-core
assets. Coupled with declines in value of some of our business ventures, these
sales have resulted in sales prices that are well below the carrying values of
these businesses and assets, resulting in significant recorded losses.

The year ended December 31, 2003 was a year of significant change in our
business strategy and our financial condition. In 2003:

- We completed the sale of a number of assets and investments including
production properties, 50 percent of the general partner interest in
GulfTerra, a significant portion of our worldwide petroleum markets
operations, a portion of our domestic power generation operations and our
merchant LNG business. Total proceeds from these sales were approximately
$3.3 billion;

- We completed a number of financial transactions that allowed us to
maintain our access to needed capital to meet our cash requirements,
simplify our capital structure, and eliminate a significant amount of
off-balance sheet obligations and preferred securities;

- We implemented a cost-reduction program that identified $445 million of
cost reductions in our business over 2003 and 2004 and initiated a
program targeting an additional $150 million of savings by 2006;

- We completed the Western Energy Settlement which became effective in June
2004, resolving a substantial uncertainty arising from the California
energy crisis in 2001; and

- We announced our Long-Range Plan that, among other things, defines our
core businesses, establishes a timeline for debt reduction, sets a
timetable for exiting non-core businesses and assets and sets financial
goals for the company.

Many of the changes we experienced in 2003 resulted in significant losses
and declining operating cash flows produced by our businesses. Furthermore, in
February 2004, we completed the December 31, 2003 reserve estimation process for
the proved natural gas and oil reserves in our Production segment. The results
of this process indicated that a significant downward revision to those reserve
estimates was needed. In August 2004, we also determined that we had not
properly applied generally accepted accounting principles related to

36

many of our historical hedges, primarily those associated with hedges of our
anticipated natural gas production. After investigations into these issues, we
determined that a restatement of our historical financial information was
required. Accordingly, we restated our historical financial statements to
reflect the financial impact of these revised proved reserve estimates and to
revise our historical accounting for these derivatives. See Item 8, Financial
Statements and Supplementary Data, Note 1, for a discussion of these
restatements.

The events described above increased the risk involved in owning our
securities. Despite the reductions in our credit ratings to well below
investment grade, we believe that the Long-Range Plan that we have outlined will
allow us to manage these increased risks in an acceptable manner and allow us to
again become a strong natural gas company in North America. In the following
sections of our Management's Discussion and Analysis, we address these events,
our outlook and our Long-Range Plan in greater detail.

CAPITAL STRUCTURE

During 2003, we took steps intended to simplify our financial and capital
structure, refinance shorter term obligations and reduce guarantees and other
"off-balance sheet" obligations, replacing them with direct financial
obligations. These actions included entering into a new $3 billion revolving
credit facility, acquiring and consolidating a number of entities with existing
debt, refinancing shorter-term obligations with longer-term borrowings and
redeeming and eliminating preferred interests in our subsidiaries as follows (in
millions):

Short-term financing obligations, including current
maturities................................................ $ 2,075
Notes payable to affiliates................................. 390
Long-term financing obligations............................. 16,106
Securities of subsidiaries.................................. 3,420
-------
Total debt and securities of subsidiaries as of
December 31, 2002................................ 21,991
-------
Principal amounts borrowed(1)............................... 4,250
Repayments of principal(1).................................. (3,982)
Other changes in debt:
Acquisition of Chaparral and Gemstone(2).................. 2,578
Operating leases and refinanced securities of
subsidiaries........................................... 1,018
Reclassifications of preferred interests as long-term
financing obligations(3)............................... 625
Sales of entities(4)...................................... (710)
Exchange of equity security units(5)...................... (303)
Elimination of affiliated obligations..................... (326)
Redemptions and eliminations of securities of
subsidiaries(6)........................................... (2,973)
Other....................................................... 11
-------
Total debt and securities of subsidiaries as of
December 31, 2003................................ $22,179(7)
=======

- ---------------

(1) Includes $500 million of borrowings and $1,150 million of repayments under
our $3 billion revolving credit facility.
(2) Approximately $1.6 billion of this amount relates to non-recourse project
financing or contract debt and includes $75 million related to Macae which
was consolidated as a consequence of our acquisition of Gemstone in April
2003.
(3) Relates to our adoption of SFAS No. 150. See Item 8, Financial Statements
and Supplementary Data, Notes 2, 20 and 21.
(4) Includes $571 million in debt obligations related to the sale of East Coast
Power and $139 million related to the sale of Mohawk River Funding I.
(5) See Item 8, Financial Statements and Supplementary Data, Note 24.
(6) Redemptions and eliminations represent preferred interests of consolidated
subsidiaries that were either repaid or refinanced as debt.
(7) Does not include $370 million of long-term debt, which was retired in March
2004, related to our Aruba refinery that is classified as discontinued
operations and $174 million of debt related to power assets that are
classified as held for sale.

For a further discussion of our long-term debt and other financing
obligations, and other credit facilities, see Item 8, Financial Statements and
Supplementary Data, Note 20.

37

CAPITAL RESOURCES AND LIQUIDITY

We rely on cash generated from our internal operations as our primary
source of liquidity, as well as available credit facilities, project and bank
financings, proceeds from asset sales and the issuance of long-term debt,
preferred securities and equity securities. From time to time, we have also used
structured financing transactions that are sometimes referred to as off-balance
sheet arrangements. We expect that our future funding for working capital needs,
capital expenditures, long-term debt repayments, dividends and other financing
activities will continue to be provided from some or all of these sources,
although we do not expect to use off-balance sheet arrangements to the same
degree in the future. Each of our existing and projected sources of cash are
impacted by operational and financial risks that influence the overall amount of
cash generated and the capital available to us. For example, cash generated by
our business operations may be impacted by changes in commodity prices or
demands for our commodities or services due to weather patterns, competition
from other providers or alternative energy sources. Collateral demands or
recovery of cash posted as collateral are impacted by natural gas prices,
hedging levels and the credit quality of us and our counterparties. Cash
generated by future asset sales may depend on the overall economic conditions of
the industries served by these assets, the condition and location of the assets
and the number of interested buyers. In addition, our future liquidity will be
impacted by our ability to access capital markets which may be restricted due to
our credit ratings, general market conditions, and by limitations on our ability
to access our shelf registration statement as further discussed in Item 8,
Financial Statements and Supplementary Data, Note 20. For a further discussion
of risks that can impact our liquidity, see our risk factors beginning on page
78. The following is a summary of our cash flow activities between January 1,
2004 and June 30, 2004.

Financing Activities
Reduction in debt (including discontinued
operations)(2)......................................... $(1,347)
Issuance of common stock.................................. 73
Dividends................................................. (49)
Other..................................................... (16)
-------
Net cash used in financing activities..................... (1,339)
-------
Change in cash......................................... $ (17)
=======

- ---------------

(1) In 2004, we made payments under the Western Energy Settlement of
approximately $602 million, which included $468 million held in escrow as of
December 31, 2003. The $602 million payment of this liability is shown as an
operating cash outflow and the decrease in restricted cash related to the
release of escrowed funds is shown as a cash inflow from investing
activities.

(2) Relates primarily to proceeds from the sale of our Aruba refinery.

38

For the first half of 2004, our discretionary and maintenance capital needs
were met primarily through operating cash flows. For the next twelve months, we
anticipate that our discretionary and maintenance capital needs will continue to
be met primarily through operating cash flows, supplemented by continued
recovery of cash provided as collateral to various counterparties and by project
financings for our Cheyenne Plains project. Our estimated cash flow and cash
requirements may change significantly, and our analysis is intended to provide a
better understanding our liquidity outlook.

The following tables reflect our available liquidity as of June 30, 2004
and our estimated sources and uses of funds for the period from July 2004
through June 2005 (in billions):

Sources as of June 30, 2004
Available cash............................................ $1.0
Available capacity under our $3 billion revolving credit
facility(1)............................................ 1.2
----
Net available liquidity..................................... $2.2
====

Estimated cash sources
Announced asset sales(2).................................. $1.8
Other asset sales......................................... 0.3
----
Anticipated cash sources............................. $2.1
====
Estimated cash needs
Debt maturities........................................... $1.5
Revolving credit facility maturity(3)..................... 0.6
Dividends................................................. 0.1
----
Anticipated cash needs............................... $2.2
====

- ---------------

(1) Upon the close of the Enterprise transaction, which includes the sale of the
Series A and Series C units in GulfTerra that collateralize our revolver,
our borrowing capacity under our revolver will decrease by approximately
$0.5 billion.

(2) Includes approximately $1.0 billion expected to be received upon completion
of the Enterprise transaction and $0.8 billion to be received upon
completion of our remaining announced power plant and other asset sales.

(3) Does not reflect $1.1 billion of letters of credit issued pursuant to the $3
billion revolving credit facility. We are in the process of refinancing this
facility which matures on June 30, 2005.

Our net available liquidity above includes our $3 billion revolving credit
facility that matures on June 30, 2005. The facility is collateralized by our
equity interests in TGP, EPNG, ANR, CIG, Southern Gas Storage Company, ANR
Storage Company and our Series A common units and Series C units in GulfTerra.
We are in the process of negotiating the refinancing of this facility and
currently expect to be successful in obtaining this refinancing. In the event we
are unable to refinance our existing $3 billion revolving credit facility by
June 30, 2005, we would be obligated to repay the outstanding amounts, and make
alternative arrangements for the letters of credit issued pursuant to this
credit facility. As of June 30, 2004, we had borrowed $600 million and issued
approximately $1.1 billion of letters of credit under this credit facility.

Although we expect to successfully refinance all or a portion of our
existing $3 billion revolving credit facility, if we were unsuccessful, we
believe we could adjust our planned capital expenditures and increase our
planned asset sales to meet any shortfall in liquidity, and at the same time
provide for the operations of the company. Further, if we were required to repay
our obligations under the $3 billion revolving credit facility, many of the
assets that currently collateralize this facility, including our equity
interests in TGP, EPNG, ANR, CIG, Southern Gas Storage Company, ANR Storage
Company and some of our Series A common units in GulfTerra, would become
available to support new financing transactions. Although we cannot guarantee
the outcome of future events, we believe that this available collateral would be
adequate to provide financing sufficient to meet our liquidity needs.

In February 2004, we completed the December 31, 2003 reserve estimation
process for the proved natural gas and oil reserves in our Production segment.
As a result of this review, we announced that we were significantly reducing our
proved natural gas and oil reserve estimates. In August 2004, we also determined
39

that we had not properly accounted for certain derivatives, primarily those
related to hedges of our anticipated natural gas production. After
investigations into these matters, we concluded that a restatement of our
historical financial statements for both of these matters was required.

We believe that the material restatements of our financial statements as
discussed in Item 8, Financial Statements and Supplementary Data, Note 1 would
have constituted events of default under our $3 billion revolving credit
facility and various other financing transactions, specifically under the
provisions of these arrangements related to representations and warranties on
the accuracy of our historical financial statements and on our debt to total
capitalization ratio. During 2004, we received several waivers on our $3 billion
revolving credit facility and various other financing transactions to address
these issues. These waivers continue to be effective. We also received an
extension of time with various lenders until November 30, 2004 to file our first
and second quarter 2004 Forms 10-Q, which we expect to meet. If we are unable to
file these Forms 10-Q by that date and are not able to negotiate an additional
extension of the filing deadline, our $3 billion revolving credit facility and
various other transactions could be accelerated. As part of obtaining these
waivers, we also amended various provisions of the $3 billion revolving credit
facility, including provisions related to events of default, and limitations on
our ability as well as the ability of our subsidiaries to repay indebtedness
scheduled to mature after June 30, 2005. Based upon a review of the covenants
contained in our indentures and the financing agreements of our other
outstanding indebtedness, the acceleration of our $3 billion revolving credit
facility could constitute an event of default under some of our other debt
agreements. In addition, three of our subsidiaries have indentures associated
with their public debt that contain $5 million cross-acceleration provisions.

Various other financing arrangements entered into by us and our
subsidiaries, including El Paso CGP Company (El Paso CGP) and El Paso Production
Holding Company, include covenants that require us to file financial statements
within specified time periods. Non-compliance with these covenants does not
constitute an automatic event of default. Instead, such agreements are subject
to acceleration when the indenture trustee or the holders of at least 25 percent
of the outstanding principal amount of any series of debt provides notice to the
issuer of non-compliance under the indenture. In that event, the non-compliance
can be cured by filing financial statements within specified periods of time
(between 30 and 90 days after receipt of notice depending on the particular
indenture) to avoid acceleration of repayment. The holders of El Paso Production
Holding Company's debt obligations waived its financial filing requirements
through December 31, 2004. The filing of the first and second quarter 2004 Forms
10-Q for these subsidiaries will cure the events of non-compliance resulting
from the failure to file financial statements on these subsidiaries. In
addition, neither we nor any of our subsidiaries have received a notice of the
default caused by our failure, or the failure of our subsidiaries to file
financial statements. In the event of an acceleration, we may be unable to meet
our payment obligations with respect to the related indebtedness.

Furthermore, the material restatement of our financial statements for the
period ended December 31, 2001 could cause a default under the financing
agreements entered into in connection with our $950 million Gemstone notes due
October 31, 2004. Currently, $748 million of Gemstone notes are outstanding.
However, we currently expect to repay these notes in full upon their maturity on
October 31, 2004.

Our subsidiaries are a significant potential source of liquidity to us, and
they participate in our cash management program to the extent they are permitted
under their financing agreements and indentures. Under the cash management
program, depending on whether a participating subsidiary has short-term cash
surpluses or requirements, we either provide cash to it or it provides cash to
us. If we were to incur an event of default under our credit facilities, we
would be unable to obtain cash from our pipeline subsidiaries, which are the
primary source of cash under this program. Currently, one of our subsidiaries,
CIG, is not advancing funds to us via our cash management program due to its
expected cash needs. In addition, our ownership interests in a number of our
subsidiaries and investments serve as collateral under our revolving credit
facility and our other borrowings. If the lenders under the credit facility or
those other borrowings were to exercise their rights to this collateral, we
could be required to liquidate these investments.

40

If, as a result of the events described above, we were subject to voluntary
or involuntary bankruptcy proceedings, our creditors could attempt to make
claims against our subsidiaries, including claims to substantively consolidate
those subsidiaries. We believe that claims to substantively consolidate our
subsidiaries would be without merit. However, there is no assurance that our
creditors would not advance such a claim in a bankruptcy proceeding. If our
creditors were able to substantively consolidate our subsidiaries in a
bankruptcy proceeding, it could have a material adverse effect on our financial
condition and our liquidity.

Despite the events described above, we believe we will be able to meet our
liquidity and cash needs for the remainder of 2004 and through June 2005 through
a combination of sources, including cash on hand, cash generated from our
operations, borrowings under our $3 billion revolving credit facility, proceeds
from asset sales, reduction of discretionary capital expenditures and the
possible issuance of long-term debt, preferred and/or equity securities.
However, a number of factors could influence our liquidity sources, as well as
the timing and ultimate outcome of our ongoing efforts and plans. These factors
are discussed in detail beginning on page 78.

Overview of Cash Flow Activities for 2003

For the years ended December 31, 2003 and 2002, our cash flows are
summarized as follows:

- ---------------

(1) Only individual line items in cash flows from operating activities have been
restated. Total cash flows from continuing operating activities, investing
activities, and financing activities, as well as discontinued operations
were unaffected by our restatements.

41

We generated cash from several sources, including our principal continuing
operations as well as through our discontinued operations, sales of assets and
issuances of long-term debt. We used a major portion of that cash to fund our
capital expenditures, purchase additional investments in subsidiaries, retire
long-term debt and make payments on amounts outstanding under the revolving
credit facilities and redeem preferred interests in several of our subsidiaries
held by minority interest owners. Overall, our cash sources and uses during 2003
are summarized as follows (in billions):

Cash inflows
Cash flows from continuing operating activities........... $ 2.4
Net proceeds from the sale of assets and investments...... 2.5
Net proceeds from the issuance of long-term debt.......... 3.6
Borrowings under revolving credit facility................ 0.5
Proceeds from the issuance of common stock................ 0.1
Net discontinued operations activity...................... 0.4
-----
Total cash inflows..................................... 9.5
-----
Cash outflows
Additions to property, plant and equipment................ 2.5
Net cash paid to acquire Chaparral and Gemstone........... 1.1
Net payments of restricted cash........................... 0.5
Payments to redeem preferred interests of consolidated
subsidiaries........................................... 1.3
Payments to retire long-term debt......................... 2.8
Payments on revolving credit facilities................... 1.2
Dividends paid to common stockholders..................... 0.2
Other..................................................... 0.1
-----
Total cash outflows.................................... 9.7
-----
Net decrease in cash................................. $(0.2)
=====

Cash From Continuing Operating Activities

Overall, cash generated from continuing operating activities was $2.4
billion during 2003 versus $0.7 billion in 2002. The $1.7 billion year-over-year
increase in operating cash flow was due primarily to the timing of cash receipts
and payments related to our energy marketing and trading operations. During
2002, increases in natural gas prices and our credit rating downgrades caused us
to use approximately $0.9 billion of operating cash flow to meet margin calls on
our trading positions. In late 2002, we began actively liquidating the positions
in our trading portfolio, in part to recover this cash and as part of the
reduction of our involvement in energy trading activities. In 2003, we generated
operating cash flow of approximately $0.5 billion primarily from the settlement
of positions in our trading portfolio. Since the beginning of 2003, we have
recovered $0.1 billion of cash posted for collateral and margin call
requirements through the overall reduction in transactions requiring collateral.
We have also recovered cash totalling $0.6 billion from our margin calls in 2003
by substituting letters of credit under our $3 billion revolving credit
facilities for actual cash on deposit. As a result, our overall margin activity
in 2003 was a source of cash of approximately $0.7 billion.

Our cash margin positions are significantly impacted by our credit quality
and the credit quality of our counterparties, commodity prices and the
availability of letter of credit or other non-cash collateral. Following our
credit rating downgrades, credit extended to us by our counterparties was
lowered requiring us to post additional margins. Many of our counterparties also
posted letters of credit with us requiring us to return their margin deposits.
In addition, the impact on our operating cash flows from changes in commodity
prices depends on whether the prices of our derivative instruments are above or
below market prices at the time. When these prices are below market, as they
were in 2002 and 2003, we are required to make margin deposits. However, these
margin deposits will be recovered when we sell the underlying commodities and
settle the positions or when natural gas prices decrease. At December 31, 2003,
we held $0.2 billion of cash and $0.3 billion of letters of credit as collateral
from third parties related to our price risk management activities

42

and have posted as collateral $0.2 billion of cash and $0.9 billion letters of
credit to third parties related to those activities.

Partially offsetting this overall increase in operating cash flow was a
year-over-year $0.4 billion increase in interest payments on our long-term
financing obligations, which resulted from the issuance and consolidation of
debt in 2003.

Cash From Continuing Investing Activities

Net cash used in our continuing investing activities was $1.6 billion for
the year ended December 31, 2003. Our continuing investing activities consisted
primarily of capital expenditures and equity investments of $3.6 billion and
additions to restricted cash of $0.5 billion, which were offset by net proceeds
from sales of assets and investments of $2.5 billion. Our 2003 capital
expenditures and net additions to equity investments included the following (in
billions):

Production exploration, development and acquisition
expenditures(1)........................................... $1.6
Pipeline expansion, maintenance and integrity projects...... 0.8
Investments in and net advances to unconsolidated
affiliates(2)............................................. 1.1
Other (primarily power projects)............................ 0.1
----
Total capital expenditures and net additions to
equity investments................................. $3.6
====

- ---------------

(1) Amounts include $0.2 billion of capital expenditures paid in 2003 related to
projects started and costs accrued in prior years.

(2) Amount is primarily related to purchases of third party investment interests
in Chaparral and Gemstone (see Item 8, Financial Statements and
Supplementary Data, Note 3).

As indicated above, we currently expect to reduce our total capital
expenditures in our Production segment from approximately $1.4 billion in 2003
to approximately $850 million in 2004. In October 2003, we entered into
agreements with two separate third parties whereby they agreed to contribute
capital for the drilling and completion of two specific packages of wells in
exchange for a net profits interest in each well. In 2003, we received funds of
approximately $130 million from these third parties under these agreements which
supplemented our overall capital program. Additional wells will be drilled under
these agreements in 2004, and while one party has elected to cease further
investment in one of the specific packages of wells, additional funds will be
received in 2004 under these agreements to supplement our 2004 capital program.
See Item 8, Financial Statements and Supplementary Data, Note 30, for a further
discussion of these agreements.

43

Cash received from our continuing investing activities includes $2.5
billion from the sale of assets and investments. Our asset sales proceeds
primarily relate to sales of natural gas and oil properties in western Canada,
New Mexico, Texas, Louisiana, Oklahoma and the Gulf of Mexico for $0.7 billion,
the sale of an equity investment in CE Generation for $0.2 billion, the sale of
East Coast Power for $0.4 billion, the sale of other pipelines, power and
processing assets for $0.6 billion, and the sale of our 50 percent interest in
the general partner of GulfTerra and other interests in GulfTerra for $0.6
billion. By segment, sales completed in 2003 and 2002 and those announced to
date or completed in 2004 are as follows:

- ---------------

(1) Excludes proceeds from sales of discontinued operations of $128 million in
2002, $747 million in 2003 and $905 million in 2004.

We will continue to divest our non-core assets based on the strategic
direction outlined in our Long-Range Plan (see Item 1, Business for a further
discussion of our Long-Range Plan, and Item 8, Financial Statements and
Supplementary Data, Notes 4 and 12, for a further discussion of these
divestitures and asset divestitures of our discontinued operations).

Cash From Continuing Financing Activities

Net cash used in our continuing financing activities was $0.9 billion for
the year ended December 31, 2003. Cash provided from our financing activities
included the net proceeds from the issuance of long-term debt of $3.6 billion,
$0.4 billion of cash contributed by our discontinued operations and cash
generated from the issuance of common stock of $0.1 billion. Cash used in our
financing activities included net repayments of $0.7 billion on revolving credit
facilities and $2.8 billion of payments made to retire third party long-term
debt. We also paid $1.3 billion to fully redeem our Trinity River, Clydesdale
and Coastal Securities preferred securities transactions and paid dividends to
common stockholders of $0.2 billion. See Item 8, Financial Statements and
Supplementary Data, Note 20, for a detail of our financing activities.

Cash Flows of Discontinued Operations

During 2003, our discontinued operations generated $0.4 billion of cash
through sales of inventories at our refineries and through asset sales which
raised a combined $0.6 billion, offset by capital expenditures of $0.2 billion.
These net cash inflows were distributed to our continuing operations.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

In the course of our business activities, we enter into a variety of
financing arrangements and contractual obligations. The following discusses
those contingent obligations, often referred to as off-balance sheet
arrangements. We also present aggregated information on our contractual cash
obligations, some of which are reflected in our financial statements, such as
short and long-term debt and other accrued liabilities. Other obligations such
as operating leases and capital commitments are not reflected in our financial
statements.

44

OFF-BALANCE SHEET ARRANGEMENTS AND RELATED LIABILITIES

Guarantees

We are involved in various joint ventures and other ownership arrangements
that sometimes require additional financial support that results in the issuance
of financial and performance guarantees. In a financial guarantee, we are
obligated to make payments if the guaranteed party fails to make payments under,
or violates the terms of, the financial arrangement. In a performance guarantee,
we provide assurance that the guaranteed party will execute on the terms of the
contract. If they do not, we are required to perform on their behalf. For
example, if the guaranteed party is required to deliver natural gas to a third
party and then fails to do so, we would be required to either deliver that
natural gas or make payments to the third party equal to the difference between
the contract price and the market value of the natural gas. As of December 31,
2003, we had approximately $277 million of both financial and performance
guarantees not otherwise reflected in our financial statements.

We also periodically provide indemnification arrangements related to assets
or businesses we have sold. These arrangements include indemnifications for
income taxes, the resolution of existing disputes, environmental matters, and
necessary expenditures to ensure the safety and integrity of the assets sold. In
these cases, we evaluate at the time the guaranty is entered into and in each
period thereafter whether a liability exists and, if so, if it can be estimated.
We record accruals when both these criteria are met. As of December 31, 2003, we
had accrued $78 million related to these arrangements.

Other Arrangements

During 2003, we completed the consolidation and/or repayment of our
remaining off-balance sheet obligations including Chaparral, Gemstone, and
residual value guarantees related to two operating leases for our Lakeside
Technology Center telecommunications facility and our Aruba refinery.

CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations as of December
31, 2003, for each of the years presented (all amounts are undiscounted):

- ---------------

(1) See Item 8, Financial Statements and Supplementary Data, Note 20.

(2) See Item 8, Financial Statements and Supplementary Data, Note 6. As of
December 31, 2003, we held deposits of $468 million in an escrow account to
fund a portion this obligation. In June 2004, we paid approximately $602
million related to the obligation.

(3) Includes contractual, environmental and other obligations included in other
noncurrent liabilities in our balance sheet. Excludes expected
contributions to our pension and other postretirement benefit plans of $65
million in 2004 and $229 million for the four year period ended December
31, 2008, because these expected contributions are not contractually
required.

(4) See Item 8, Financial Statements and Supplementary Data, Note 22.

45

(5) Other contractual commitments and purchase obligations are defined as
legally enforceable agreements to purchase goods or services that have fixed
or minimum quantities and fixed or minimum variable price provisions, and
that detail approximate timing of the underlying obligations.

(6) These are commitments for demand charges on our tolling arrangements and for
firm access to natural gas transportation and storage capacity.

(7) Includes purchase commitments for natural gas and power.

(8) Includes commitments for drilling and seismic activities in our production
operations and various other maintenance, engineering, procurement and
construction contracts used by our other operations.

COMMODITY-BASED DERIVATIVE CONTRACTS

We utilize derivative financial instruments in hedging activities, power
contract restructuring activities and in our historical energy trading
activities. In the tables below, derivatives designated as hedges primarily
consist of instruments used to hedge natural gas production. Derivatives from
power contract restructuring activities relate to power purchase and sale
agreements that arose from our activities in that business and other
commodity-based derivative contracts relate to our historical energy trading
activities.

The following table details the fair value of our commodity-based
derivative contracts by year of maturity and valuation methodology as of
December 31, 2003:

- ---------------

(1) Includes $189 million of intercompany derivatives that eliminate in
consolidation, and have no impact on our consolidated assets and liabilities
from price risk management activities. During 2004, we have sold power
contract derivatives representing $942 million of the total assets from
power contract restructuring derivatives as of December 31, 2003.

(2) Exchange-traded positions are traded on active exchanges such as the New
York Mercantile Exchange, the International Petroleum Exchange and the
London Clearinghouse.

46

Below is a reconciliation of our commodity-based derivatives for the years
ended December 31, 2003 and 2002. These amounts reflect the restatement of
derivatives historically accounted for as hedges that have been determined to
not qualify for hedge accounting. In August 2004, we determined we had
incorrectly accounted for certain of our historical hedges, primarily associated
with our natural gas production. See Item 8, Financial Statements and
Supplementary Data, Note 1 for a discussion of this restatement.

The fair value of contract settlements during the period represents the
estimated amounts of derivative contracts settled through physical delivery of a
commodity or by a claim to cash as accounts receivable or payable. The fair
value of contract settlements also includes physical or financial contract
terminations due to counterparty bankruptcies and the sale or settlement of
derivative contracts through early termination or through the sale of the
entities that own these contracts.

The initially recorded value of new contracts includes the fair value of
origination transactions at the inception of the transaction. In 2002, the
initially recorded value of new contracts includes a $59 million gain related to
the completion of our Snohvit LNG supply contract in our other commodity-based
derivatives and a $898 million gain related to our Eagle Point power contract
restructuring transaction.

The change in fair value of contracts during the year represents the change
in value of contracts from the beginning of the period, or the date of their
origination or acquisition, until their settlement or, if not settled, until the
end of the period.

During 2003, in conjunction with our acquisition of Chaparral, we
consolidated derivative contracts that had a fair value of approximately $1.2
billion on the date acquired. The majority of the value of these contracts was
for power purchase agreements and power supply agreements related to power
contract restructuring activities conducted by Chaparral.

47

RESULTS OF OPERATIONS

OVERVIEW

Since 2001, we have experienced tremendous change in our businesses. Prior
to this time, we had grown through mergers and acquisitions and internal growth
initiatives, and at the same time had incurred significant amounts of debt and
other obligations. In late 2001, driven by the bankruptcy of a number of energy
sector participants, followed by increased scrutiny of our debt levels and
credit rating downgrades of our debt and the debt of many of our competitors,
our focus changed to improving liquidity, paying down debt, resolving
substantial contingences and returning to our core natural gas businesses.
Accordingly, our operating results during this three year period have been
substantially impacted by a number of significant events, such as asset sales,
significant legal settlements and ongoing business restructuring efforts as part
of this change in focus.

In February 2004, we completed the December 31, 2003 reserve estimation
process for our proved natural gas and oil reserve estimates. The results of
this process indicated that a 1.8 Tcfe downward revision in our proved reserves
was needed. After an investigation into the factors that caused this revision,
we determined that a material portion of these reserve revisions should be
reflected in the historical periods in this Annual Report on Form 10-K. In
August 2004, we also determined that we had not properly applied the accounting
related to many of our historical hedges, primarily those associated with hedges
of our anticipated natural gas production. Following an investigation into this
matter, we concluded that our historical financial statements should be further
restated. Accordingly, our historical financial results for 1999 through 2002
and for the first three quarters of 2003 were restated for these matters. See
Item 8, Financial Statements and Supplementary Data, Note 1, for a further
discussion of these restatements.

As of December 31, 2003, our operating business segments were Pipelines,
Production, Field Services and Merchant Energy. These segments provide a variety
of energy products and services. They are managed separately and each requires
different technology, operational and marketing strategies. Under our Long-Range
Plan announced in December 2003, our businesses will be divided into two primary
business lines: regulated and unregulated. Our regulated business will include
our existing Pipelines segment, while our unregulated business will include our
existing Production, Field Services and Merchant Energy segments.

Our management uses EBIT to assess the operating results and effectiveness
of our business segments. We define EBIT as net income (loss) adjusted for (i)
items that do not impact our income (loss) from continuing operations, such as
extraordinary items, discontinued operations and the impact of accounting
changes, (ii) income taxes, (iii) interest and debt expense and (iv)
distributions on preferred interests of consolidated subsidiaries. Our
businesses consist of consolidated operations as well as investments in
unconsolidated affiliates. We exclude interest and debt expense and
distributions on preferred interests of consolidated subsidiaries so that
investors may evaluate our operating results without regard to our financing
methods or capital structure. We believe EBIT is helpful to our investors
because it allows them to more effectively evaluate the operating performance of
both our consolidated businesses and our unconsolidated investments using the
same performance measure analyzed internally by our management. EBIT may not be
comparable to measurements used by other companies. Additionally, EBIT should be
considered in conjunction with net income and other performance measures such as
operating income or operating cash flow.

48

Below is a reconciliation of our EBIT (by segment) to our consolidated net
loss for each of the three years ended December 31:

Our earnings in each period were impacted both favorably and unfavorably by
a number of factors affecting our businesses that are enumerated in the table
below. The discussion that follows summarizes these factors and their impact on
our operating segments and our corporate and other operations. For a more
detailed discussion of these factors and other items impacting our financial
performance, see the individual segment and other results included in Item 8,
Financial Statements and Supplementary Data, Notes 5 through 10, and 28.

- ---------------

(1) Includes net impairments of cost-based investments included in other income
and expense.

(2) Includes $51 million of accretion expense and $15 million of other charges
included in operation and maintenance expense associated with the Western
Energy Settlement.

(3) Includes $182 million of charges related to changes in accounting estimates
in 2001 associated with additional environmental remediation liabilities,
accrued legal obligations and usability of spare parts inventories.

49

As indicated in the tables above, our EBIT during the past three years has
been impacted by a number of significant developments and events in our business
and industry. In addition to the items described above, two of our operating
segments have experienced significant earnings volatility during this period.
Much of this volatility occurred in our Merchant Energy segment. Beginning in
2002, Merchant Energy began a process of exiting its trading business. At the
same time, the overall energy trading industry declined following the financial
collapse of Enron in late 2001. The combination of these actions and events
resulted in substantial losses in Merchant Energy in 2002 and 2003 compared with
2001. We expect that this segment will continue to experience losses in 2004 as
it continues the liquidation of its trading business.

Our Production segment also experienced earnings volatility from 2001 to
2003 and in 2003 benefited from a favorable pricing environment that allowed for
improved results. However, during that three-year period, our Production segment
sold a significant number of natural gas and oil properties which, coupled with
generally disappointing drilling results and mechanical failures on certain
wells, produced a steady decline in production volumes during that timeframe.
The favorable pricing environment will continue to provide benefits to the
segment during 2004, although its future results will largely be impacted by its
ability to grow its existing reserve base through a successful drilling program
and/or acquisitions.

Finally, during 2001, 2002 and 2003, we incurred approximately $1.8 billion
(including $1.4 billion during 2003) in pretax losses in exiting our petroleum
markets, coal and chemicals businesses, which are classified as discontinued
operations.

Below is a further discussion of the year over year results of each of our
business segments, our corporate activities, interest and debt expense,
distributions on preferred interests of consolidated subsidiaries, income taxes
and the results of our discontinued operations.

INDIVIDUAL SEGMENT RESULTS

The results for 2002 and 2001, as well as for the nine months ended
September 30, 2003 of our Pipelines, Production and Merchant Energy segments
presented and discussed below have been restated for adjustments to our natural
gas reserve estimates and for the manner in which we accounted for many of our
historical hedges, primarily those associated with hedges of our anticipated
natural gas production. See Item 8, Financial Statements and Supplementary Data,
Note 1 for a further discussion of the restatements and the manner in which our
segments were affected. In addition the Merchant Energy segment has been
restated to reflect the reclassification of our historical coal mining and
petroleum markets businesses as discontinued operations.

REGULATED BUSINESSES -- PIPELINES SEGMENT

Our Pipelines segment consists of interstate natural gas transmission,
storage and related services, primarily in the U.S. Our interstate natural gas
transportation systems face varying degrees of competition from other pipelines,
as well as from alternative energy sources used to generate electricity, such as
hydroelectric power, nuclear, coal and fuel oil. In addition, some of our
customers have shifted from a traditional dependence solely on long-term
contracts to a portfolio approach which balances short-term opportunities with
long-term commitments. This shift has impacted the volatility of our revenues,
and is due to changes in market conditions and competition driven by state
utility deregulation, local distribution company mergers, new supply sources,
volatility in natural gas prices, demand for short-term capacity and new markets
in power plants.

We are regulated by the FERC, which regulates the rates we can charge our
customers. These rates are a function of the costs of providing services to our
customers, including a reasonable return on our invested capital. As a result,
our revenues have historically been relatively stable. However, they can be
subject to volatility due to factors such as weather, changes in natural gas
prices and market conditions, regulatory actions, competition and the
credit-worthiness of our customers. In addition, our ability to extend existing
customer contracts or re-market expiring contracted capacity is dependent on the
competitive alternatives, the regulatory environment at the federal, state and
local levels and market supply and demand factors at the

50

relevant dates these contracts are extended or expire. The duration of new or
renegotiated contracts will be affected by current prices, competitive
conditions and judgments concerning future market trends and volatility. Subject
to regulatory constraints, we attempt to re-contract or re-market our capacity
at the maximum rates allowed under our tariffs, although, at times, we discount
these rates to remain competitive. The level of discount varies for each of our
pipeline systems. In addition, the FERC has issued various orders related to the
allocation of capacity on the EPNG system, one of our pipeline systems. These
orders impacted our 2003 Pipeline segment revenues and will continue to impact
its future results. In addition, we expect lower annual revenues of
approximately $22 million due to the expiration of certain other risk sharing
provisions on the EPNG system.

Below are the operating results and analysis of these results for our
Pipelines segment for each of the three years ended December 31:

- ---------------

(1) Within our revenues and operating expenses are amounts recorded under a
number of natural gas purchase and sale agreements. These contracts are
based on market prices and impact our revenues and operating expenses with
little impact on operating income or EBIT. For the years ended December 31,
2003, 2002 and 2001, revenues on these contracts were $70 million, $56
million and $91 million, and operating expenses were $68 million, $53
million and $90 million.

(2) Throughput volumes excludes volumes related to our equity investments in the
Alliance Pipeline and Portland Natural Gas Transmission systems which were
sold. Throughput volumes exclude intrasegment activities. Prior period
volumes have been restated to reflect current year presentation which
includes billable transportation throughput volume for storage injection and
withdrawal.

Our segment results have been restated in 2002 and 2001 to reflect
adjustments for non-qualifying cash flow hedges of production owned by CIG. For
a further discussion of the restatement, see Item 8, Financial Statements and
Supplementary Data, Note 1.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

For the year ended December 31, 2003, our EBIT was $418 million higher than
in 2002. Reduced operating expenses of $238 million, higher non-operating income
of $143 million and improved revenues of $37 million in 2003 contributed to our
improved EBIT performance.

Our 2003 operating expense reductions resulted primarily from the impact of
the Western Energy Settlement reached in 2003. EPNG was a party to that
settlement and recorded a charge in its 2002 operating expenses of $412 million
for its share of the expected settlement amounts. This charge represented the
value of El Paso stock and cash that EPNG would pay to the settling parties. In
the second quarter of 2003, the settlement was finalized and EPNG recorded an
additional net pretax charge of $127 million. Also during 2003, accretion
expense and other miscellaneous charges of $13 million were recorded and
included in

51

operating expenses. Year over year, the difference in recorded charges on the
Western Energy Settlement resulted in a positive operating expense impact of
$272 million.

The $143 million increase in other income resulted primarily from
impairment charges in 2002 related to our equity investment in EPIC Energy
Australia Trust (EPIC). In 2002, we recorded impairments of our Australian
investment of $153 million due to an unfavorable regulatory environment,
increased competition and operational complexities in Australia. During the
second quarter of 2004, we substantially exited our investments in Australian
operations. Partially offsetting these impairment charges were lower equity
earnings of $20 million from our investment in the Alliance Pipeline, which we
sold in the first quarter of 2003.

Our 2003 EBIT was also favorably impacted by our re-application of
Statement of Financial Accounting Standards (SFAS) No. 71, Accounting for the
Effects of Certain Types of Regulation, by our CIG and WIC systems, resulting in
an $18 million one-time increase in other income. This income resulted from
recording the regulatory assets of these systems. SFAS No. 71 allows a company
to capitalize items that will be considered in future rate proceedings and this
income resulted from the capitalization of those items that we believe will be
considered in CIG's and WIC's future rate cases. At the same time CIG and WIC
re-applied SFAS No. 71, they adopted the FERC depreciation rate for their
regulated plant and equipment. This change will result in depreciation expense
increases in the future of approximately $9 million annually. Based on our
estimates, we anticipate that the overall annual EBIT impact as a result of our
re-application of SFAS No. 71 will be an annual reduction of EBIT of
approximately $10 million.

The $37 million increase in our revenues was the result of a number of
revenue items, the more significant of which are discussed below. In 2003, we
experienced higher revenues of $57 million due to higher volumes and prices on
natural gas retained on our regulated systems in excess of amounts we used in
our pipeline operations. In addition, completed system expansions and new
transportation contracts increased revenues by $41 million, which, when
considering the operating expense impact of these expansions, increased EBIT by
$37 million. Offsetting these revenue increases was the impact of expiring
capacity contracts which EPNG was prohibited from remarketing due to the FERC
orders and other capacity that EPNG was required to make available to its former
full requirements (FR) customers related to its Line 2000 Power-up project. The
impact of these orders was a decrease in revenues of $35 million. With the
completion of Phases I and II of its Line 2000 Power-up project in February and
April of 2004, EPNG's requirement to dedicate capacity to its FR customers was
terminated. Also contributing to lower revenues was CIG's sale of its Panhandle
field and other production properties in July 2002, which reduced revenues by
$50 million and, when considering related operating expense reductions, resulted
in an EBIT decline of $29 million.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Our EBIT for 2002 decreased $216 million from 2001. This decrease primarily
resulted from a $153 million impairment charge recorded in other income on our
investment in Australia and a $99 million increase in 2002 in operating
expenses. These operating expenses included a $412 million charge in 2002
associated with our Western Energy Settlement and $313 million of merger related
and asset impairment charges in 2001 related to our merger with Coastal. Also
impacting the EBIT decrease were $49 million of lower revenues from capacity
sold under short-term contracts and lower throughput from reduced electric
demand and milder weather in our market areas, a $59 million decrease in
revenues from lower natural gas prices which impacts the income we recognize
from natural gas recovered under our tariffs in excess of the amounts used in
our pipeline operations, and a $49 million reduction in revenues and a $27
million decrease in EBIT as a result of CIG's sale of its Panhandle field in
July 2002. Partially offsetting these EBIT reductions were $27 million of lower
general, administrative and operating costs as a result of cost efficiencies
achieved following the Coastal merger, $49 million of other operating cost
reductions due to lower electrical prices, natural gas imbalance pricing changes
and lower allocated overhead, environmental and legal costs. Further offsetting
these EBIT reductions were the favorable impact of system expansions completed
in 2001 and 2002 as well as a full year of operations at our Elba Island LNG
facility, which increased revenues by $83 million, operating expenses by $33
million and EBIT by $50 million.

52

UNREGULATED BUSINESSES -- PRODUCTION SEGMENT

Our Production segment results have been restated for revisions to our
natural gas and oil reserve estimates and for our accounting for many of our
historical hedges, primarily those associated with hedges of our anticipated
natural gas production. Our Production segment conducts our natural gas and oil
exploration and production activities. Our operating results are driven by a
variety of factors including the ability to locate and develop economic natural
gas and oil reserves, extract those reserves with minimal production costs and
sell the products at attractive prices. Consistent with our Long-Range Plan
announced in December 2003, our long-term strategy includes developing our
production opportunities primarily in the U.S. and Brazil, while prudently
divesting of production properties outside of these regions. As of September
2004, we have sold our production operations in Canada and substantially all of
our operations in Indonesia. Our operations in Canada included activities in
Nova Scotia where, in the first quarter of 2004, we drilled an exploratory well
that was not commercially viable and recorded a $24 million ceiling test charge.
Also in 2004, we acquired the remaining 50 percent interest in our investment in
UnoPaso to increase our production operations in Brazil.

In June 2004, we announced a back-to-basics plan for our production
business. This plan emphasizes strict capital discipline designed to improve
capital efficiency through the use of standardized risk analysis, a heightened
focus on cost control, and revised controls for booking proved natural gas and
oil reserves. This back-to-basics approach is expected to stabilize production
by improving the production mix across our operating areas and generate more
predictable returns.

Reserves and Costs

In February 2004, we completed our estimates of our proved natural gas and
oil reserves as of December 31, 2003. These estimates were prepared internally
by us. Ryder Scott Company and Huddleston & Co., Inc., independent petroleum
engineering firms, performed independent reserve estimates of our proved
reserves for 90 percent and 10 percent of our properties. The total estimate of
proved reserves prepared by these engineers is within five percent of our
internally prepared estimates.

The proved reserve estimate as of December 31, 2003 indicated a 1.8 Tcfe
downward revision of our proved natural gas and oil reserves was needed. The
downward revisions related primarily to our Coal Seam, Texas onshore and
offshore Gulf of Mexico regions. Due to the significance of the reserve
revision, the Audit Committee of the Board of Directors engaged a law firm to
conduct an independent investigation into the reasons for the revisions. The
investigation concluded that a material portion of these revisions related to
prior periods, and as a result we have restated our historical reserve estimates
and our historical financial information derived from these estimates. The
reserve restatement involved utilizing the reserve estimate prepared as of
December 31, 2003 and then reconstructing historical reserve data using actual
historical production data and re-engineered sales of proved reserves. Following
this reserve reconstruction and the recalculation of the discounted future net
cash flows, ceiling test calculations, depletion rates, and gains and losses on
asset sales were recomputed for each period restated. See Item 8, Financial
Statements and Supplementary Data, Notes 1, 9 and 30 for a discussion of our
ceiling test calculation and the restatement of our natural gas and oil
reserves. The restatement will result in a lower depletion rate and reduced
exposure to ceiling test charges in the future than would have been the case
absent the restatement.

Since December 31, 2001, we have sold approximately 1.3 Tcfe of proved
reserves in multiple sales transactions with various third parties. The sale of
these reserves, combined with the normal production declines, mechanical
failures on certain producing wells and disappointing drilling results, have
resulted in our total equivalent production levels declining each quarter since
the first quarter of 2002. For 2003, our total equivalent production has
declined approximately 165 Bcfe or 28 percent as compared to 2002. In addition,
since our depletion rate is determined under the full cost method of accounting,
we expect a higher depletion rate as a result of higher finding and development
costs experienced this year, coupled with a significantly lower reserve base.
After taking into consideration the restatement of our natural gas and oil
reserves for prior periods and the impacts on our restatement of production and
other hedges discussed above, our unit of production depletion rate was
approximately $1.58 per Mcfe and $1.64 per Mcfe for the first and second
quarters of 2004. We expect this rate to be approximately $1.74 per Mcfe for the
third quarter of 2004. See

53

Item 8, Financial Statements and Supplementary Data, Note 30, for a discussion
of our natural gas and oil reserves. For the first eight months of 2004, daily
production has averaged approximately 855 MMcfe/d; however, for the month of
August 2004, daily production averaged approximately 810 MMcfe/d. Our future
trends in production and our depreciation, depletion and amortization rates will
be dependent upon the amount of capital allocated to our Production segment, the
level of success in our drilling programs and future sales activities relating
to our proved reserves.

Production Hedging

We have historically hedged a portion of our anticipated natural gas
production by entering into affiliated hedge transactions with our Merchant
Energy segment, which would then enter into identical transactions with third
parties to complete the hedge. During August 2004, we determined that we had not
properly applied the accounting rules related to many of the historical hedges
of our anticipated natural gas production. Specifically, we determined that many
of the hedges put in place by Merchant Energy did not qualify as hedges for
consolidated reporting purposes, as, in many cases, Merchant Energy had entered
into an offsetting trading transaction. Consequently, we restated our accounting
for these hedges and have not reflected these transactions as hedges in our
segment results or the information presented below.

We primarily conduct our hedging activities through natural gas and oil
derivatives on our natural gas and oil production to stabilize cash flows and
reduce the risk of downward commodity price movements on our sales. Because this
hedging strategy only partially reduces our exposure to downward movements in
commodity prices, our reported results of operations, financial position and
cash flows can be impacted significantly by movements in commodity prices from
period to period. During 2003, we did not add additional hedges on our future
production. Below are the hedging positions on our anticipated natural gas
production as of December 31, 2003:

In May 2004, we entered into the following additional hedges on our future
natural gas production:

In August 2004, we entered into the following hedges on our future oil
production in Brazil:

54

Operating Results

Below are the operating results and analysis of these results for our
Production segment for each of the three years ended December 31:

- ---------------

(1) Amounts restated include operating revenues, depreciation, depletion, and
amortization and ceiling test and other charges as well as related subtotals
and totals. Additionally, average realized prices including hedges and unit
of production depletion costs have been restated.

(2) Production costs include lease operating costs and production related taxes
(including ad valorem and severance taxes).

(3) Includes ceiling test charges, restructuring and merger-related costs, asset
impairments, gain (loss) on long-lived assets and changes in accounting
estimates.

(4) Transportation costs are included in operating expenses on our consolidated
statements of income.

(5) Prices are stated before transportation costs.

55

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

For the year ended December 31, 2003, EBIT was $259 million higher than in
2002. The increase was primarily due to higher revenues resulting from higher
realized natural gas prices, partially offset by lower production volumes as a
result of asset sales, normal production declines and disappointing drilling
results.

Operating Revenues. The following table describes the variance in revenue
between 2003 and 2002 due to: (i) changes in average realized market prices
excluding hedges, (ii) changes in production volumes, and (iii) the effects of
hedges on our revenues.

Our 2003 operating revenues increased $226 million as compared to 2002
primarily due to higher market prices for natural gas and oil offset by lower
production volumes and an unfavorable impact from our hedging program. The
decline in our natural gas volumes was due to the sale of properties in New
Mexico, Oklahoma, Texas, Utah, offshore Gulf of Mexico and western Canada,
normal production declines, mechanical failures in several of our producing
wells and disappointing drilling results. Our production declines and mechanical
failures were primarily in our Texas onshore and offshore Gulf of Mexico
regions. Our 2003 oil, condensate and liquids volume declines were also
primarily due to asset sales, and production declines and mechanical failures in
certain producing wells in our offshore Gulf of Mexico region.

Average realized natural gas prices in 2003, excluding hedges, were $2.32
per Mcf higher than in 2002, an increase of 73 percent. However, partially
offsetting the revenue increase were $36 million of hedging losses in 2003 as
compared to $83 million of hedging gains in 2002 relating to our natural gas
hedge positions. These hedging losses and gains represent the difference between
our hedge price and the market price at the time the hedge positions were
settled. We expect to continue to incur hedge losses in 2004 based on current
market prices for natural gas relative to the prices at which our natural gas
production is hedged.

Operating Expenses. Total operating expenses were $3 million lower in 2003
as compared to 2002 primarily due to a lower depreciation, depletion and
amortization expenses as a result of asset sales and lower production costs,
offset by higher ceiling test and other charges and general and administrative
costs.

Total depreciation, depletion, and amortization expense decreased by $16
million in 2003 as compared to 2002 primarily due to lower production volumes
partially offset by higher unit of production depletion rates. Lower production
volumes in 2003 due to the asset sales, normal production declines and
mechanical failures discussed above reduced our depreciation, depletion and
amortization expenses by $168 million. Partially offsetting lower production
volumes were higher depletion rates that contributed an increase of $130 million
in our depreciation, depletion, and amortization expense. The higher depletion
rate was due to higher finding and development costs in 2003 as a result of
disappointing drilling results and a lower reserve base due to asset sales. Also
offsetting the overall decrease in 2003 was $23 million incurred in 2003 for the
accretion of our liability for asset retirement obligations.

Production costs decreased by $65 million in 2003 as compared to 2002 due
to the asset sales discussed above. However, our production cost per equivalent
unit in 2003 increased by 10 percent or $0.05 per Mcfe primarily as a result of
higher production taxes in 2003 due to higher natural gas and oil prices and
higher tax credits taken in 2002 on high cost natural gas wells.

Ceiling test and other charges increased by $45 million in 2003, compared
to 2002. In 2003, we incurred $76 million in non-cash full cost ceiling test
charges for our Canadian full cost pool and other international properties,
primarily in Brazil and Australia, and a $75 million impairment of the goodwill
associated with our Canadian operations. Also in 2003 we recorded $18 million in
asset impairments net of gains on non-full cost

56

pool asset sales, and $6 million in restructuring costs. In 2002, we recorded
non-cash full cost ceiling test charges of $128 million related to our Canadian
full cost pool and other international properties, primarily in Brazil,
Indonesia, Turkey and Australia.

General and administrative expenses were $35 million higher than in 2002,
or an increase of $0.17 per Mcfe. The increase was primarily due to higher
corporate overhead allocations and lower capitalized costs. Also contributing to
the per unit increase were lower production volumes due to asset sales discussed
above. Our total general and administrative expenses have decreased primarily
due to staff reductions in the first quarter of 2004. Additionally, El Paso
announced plans to reduce its corporate expenses as part of its Long-Range Plan,
which is expected to reduce our corporate overhead allocations.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

For the year ended December 31, 2002, EBIT was $1.8 billion higher than in
2001. The increase was primarily due to lower operating expenses in 2002 from
lower ceiling test and other charges, partially offset by the impacts of lower
natural gas prices and lower natural gas volumes due to asset sales.

Operating Revenues. The following table describes the variance in revenue
between 2002 and 2001 due to: (i) changes in average realized market prices
excluding hedges, (ii) changes in production volumes, and (iii) the effects of
hedges on our revenues.

Our 2002 operating revenues decreased by $483 million as compared to 2001
primarily due to lower natural gas prices and lower production volumes. The
decline in our natural gas volumes was primarily due to the sale of properties
in Colorado, Utah, and Texas.

Average realized natural gas prices in 2002, excluding hedges, were $1.07
per Mcf lower than in 2001, a decrease of 25 percent. Partially offsetting these
reductions were $83 million of hedging gains in 2002 versus $247 million of
hedging losses in 2001 relating to our natural gas hedge positions. These hedge
losses and gains represent the difference between our hedge price and the market
price at the time the hedge positions were settled.

Operating Expenses. Total operating expenses were $2.3 billion lower in
2002 as compared to 2001 primarily due to lower non-cash full cost ceiling test
and other charges and depreciation, depletion and amortization expense.

Ceiling test and other charges for the year ended December 31, 2002, were
$2.1 billion lower than in 2001. In 2002, we incurred $128 million in non-cash
full cost ceiling test charges for our Canadian full cost pool and other
international properties, primarily in Brazil, Indonesia, Turkey and Australia,
as compared to charges of $2.1 billion in 2001 on our domestic and international
properties, primarily in Canada, Brazil, Indonesia and Turkey. In addition, in
2001, we incurred merger-related and other costs of $73 million related to
combining our production operations following the Coastal merger.

Total depreciation, depletion and amortization expense decreased in 2002 by
$175 million as compared to 2001 primarily due to lower production volumes as a
result of asset sales, and lower unit of production depletion rates. The lower
production volumes in 2002 reduced our depreciation, depletion and amortization
expense by $71 million and the lower depletion rates contributed to a decrease
of $106 million.

Production costs decreased by $32 million in 2002 as compared to 2001
primarily due to lower production volumes as a result of the asset sales
mentioned above. However, our production costs per equivalent unit were

57

relatively flat in 2002 as compared to 2001. A decrease of 43 percent, or $0.06
per Mcfe, in production taxes was largely offset by an increase in lease
operating costs of $0.05 per Mcfe due to higher labor and workover expenses.
Lower production taxes were primarily due to lower natural gas and oil prices
and tax credits taken in 2002 related to high cost natural gas wells.

General and administrative expenses increased by $32 million from 2001, or
an increase of $0.06 per Mcfe primarily due to higher corporate overhead
allocations and lower production volumes.

UNREGULATED BUSINESSES -- FIELD SERVICES SEGMENT

Our Field Services segment conducts our midstream activities which include
gathering and processing of natural gas. For the majority of 2003, our assets
principally consisted of our general and limited partner holdings of GulfTerra,
a publicly traded master limited partnership in which our subsidiary serves as
the general partner and our consolidated processing assets in south Texas and
south Louisiana. For a discussion of our ownership interests in GulfTerra and
our activities with the partnership, see Item 8, Financial Statements and
Supplementary Data, Note 28. Prior to 2003, our Field Services segment owned
gathering, processing and fractionation assets.

Investment in GulfTerra

We recognize earnings and receive cash from GulfTerra in several ways,
including through a share of the partnership's cash distributions and through
our ownership of limited, preferred and general partner interests. During 2003,
the primary source of earnings in our Field Services segment was from our equity
investment in GulfTerra. Our sale of an effective 50 percent interest in
GulfTerra's general partner in December 2003 as well as the expected completion
of the sale in 2004 of our remaining interest in the general partner of
GulfTerra (upon which we will receive cash and a 9.9 percent interest in the
general partner of GulfTerra and Enterprise) will result in lower equity
earnings in 2004. We also receive management fees under an agreement to provide
operational and administrative services to the partnership. These management
fees have increased as a result of GulfTerra's asset acquisitions in 2002 and
2003, but will terminate at the time of the merger of GulfTerra and Enterprise.
In addition, we are reimbursed for costs paid directly by us on the
partnership's behalf. For the years ended December 31, 2003 and 2002 and 2001,
we were reimbursed approximately $91 million, $60 million, and $33 million for
expenses incurred on behalf of the partnership. During 2003, our equity
investment earnings and cash distributions received from GulfTerra were as
follows:

In addition to our equity investment earnings above, we realized other
income and losses in the fourth quarter of 2003 related to our investment in
GulfTerra as follows:

- a realized loss of $11 million on the redemption by GulfTerra of all of
our Series B units for total proceeds of $156 million;

- a realized gain of $8 million related to our sale of GulfTerra common
units; and

- a net realized gain of $269 million related to the sale of our effective
50 percent interest in the general partner to Enterprise for net proceeds
of $421 million as discussed below.

The sale of one-half of our general partner interest to Enterprise was the
first step in a series of transactions in which GulfTerra will merge with
Enterprise to form one of the largest energy master limited

58

partnerships in the U.S. The merger and related transactions, which are
discussed more fully in Item 8, Financial Statements and Supplementary Data,
Note 28, are subject to customary approvals and is expected to be completed in
the third quarter of 2004.

From 2001 to 2003, we entered into a number of asset sales transactions
with GulfTerra. In 2003, we exchanged communications assets for a release of our
obligation to repurchase the Chaco cryogenic natural gas processing plant in
2021. We recognized a net gain on this transaction of $67 million. In 2002, we
sold assets to GulfTerra for total proceeds of $1.5 billion, including
gathering, processing and transmission assets and substantially all our assets
in the San Juan Basin. Total net gains recognized on the assets sold in 2002
were approximately $210 million. In 2001, we sold assets to GulfTerra for total
proceeds of $255 million, including processing and NGL transportation and
fractionation assets, as well as an investment in Deepwater Holdings, an entity
that owned several pipeline gathering systems in the Gulf of Mexico. The
majority of these assets had been acquired by us one year earlier in a purchase
transaction and accordingly had been recorded at their fair value. As a result,
these sales resulted in no gains or losses. In conjunction with the 2002 sales,
we agreed to reimburse GulfTerra for a portion of its future pipeline integrity
costs related to these assets through 2006. At the time of these sales, we were
unable to estimate the liability associated with this obligation as we and
GulfTerra were in the early stages of our pipeline integrity programs. In
December 2003, we amended this agreement to clarify the types and amounts of
reimbursable costs, and also began reviewing GulfTerra's pipeline integrity
results. This review has continued during 2004. Based on those results, and on
our experience to date related to our own pipeline integrity projects, we
determined that the obligation was both probable and could be estimated. As a
result, we recognized a $74 million loss on this agreement in 2003.

Other Asset Sales

In addition to the sales to GulfTerra discussed above, during 2003 we sold
our gathering systems located in Wyoming to Western Gas Resources, Inc. We also
sold our midstream assets in the Mid-Continent and north Louisiana regions to
Regency Gas Services LLC, an investment of Charlesbank Capital Partners, LLC.
Our Mid-Continent assets primarily included our Greenwood, Hugoton, Keyes and
Mocane natural gas gathering systems, our Sturgis, Mocane and Lakin processing
plants and our processing arrangements at three additional processing plants.
Our north Louisiana assets primarily included our Dubach processing plant and
Gulf States interstate natural gas transmission system.

Gathering and Processing Operations

By the end of 2003, our remaining gathering and processing assets consisted
primarily of south Texas gathering and processing assets and south Louisiana
processing assets. Our south Texas processing plants will be sold to Enterprise
in 2004 as part of the merger between Enterprise and GulfTerra. At that point,
most of our gathering and processing business will be conducted through our
ownership interests in the merged partnership.

We attempt to balance earnings in our gathering and processing business
through a combination of fixed fee-based and market-based services. A majority
of our gathering operations earn margins from fixed fee-based services. However,
some of these operations earn margins from market-based rates. Revenues from
these market-based rate services are the product of the market price, usually
related to the monthly natural gas price index and the volume gathered. Our
processing operations earn a margin based on fixed-fee contracts,
percentage-of-proceeds contracts and make-whole contracts.
Percentage-of-proceeds contracts allow us to retain a percentage of the product
as a fee for the service provided. Make-whole contracts allow us to retain the
extracted liquid products and return to the producer a Btu equivalent amount of
natural gas. Under our percentage-of-proceeds contracts and make-whole
contracts, we may have more sensitivity to price changes during periods when
natural gas and NGL prices are volatile.

59

Below are the operating results and analysis of these results for our Field
Services segment for each of the three years ended December 31:

- ---------------

(1) Gross margins consist of operating revenues less cost of products sold. We
believe this measurement is more meaningful for understanding and analyzing
our Field Services operating results because commodity costs play such a
significant role in the determination of profit from our midstream
activities.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

For the year ended December 31, 2003, our EBIT was $156 million lower than
2002. Our asset sales in 2003 and 2002 contributed a year over year decrease in
our EBIT of $119 million. We also had $191 million of additional impairments in
2003 compared to 2002. Throughout 2003, natural gas prices were higher relative
to NGL prices, which further reduced EBIT at our processing plants by $11
million. Partially offsetting these declines were $71 million of year over year
net gains realized on the sale of assets in 2003 and 2002, as well as higher
equity earnings of $83 million from our investment in GulfTerra.

The decrease in our gathering and processing gross margins was primarily
the combined result of asset sales and the impact of higher natural gas prices
relative to NGL prices. Our asset sales decreased 2003 gathering margins by $154
million and our 2003 processing margins by $46 million. On our processing and
gathering assets, we experienced higher natural gas prices during 2003 which
reduced our margin per unit at these plants and also minimized the amount of
NGLs extracted, both resulting in lower realized margins and EBIT in 2003 of $11
million.

Our higher operating expenses in 2003 were the result of a $74 million loss
related to our pipeline integrity agreement with GulfTerra in 2003, impairments
on our south Texas gathering and processing assets based on our planned sale of
these assets to Enterprise along with an impairment on our Altonah processing
facility both of which totaled $171 million in 2003, compared with $66 million
of impairments in 2002 on our north Louisiana facilities resulting from the
decision to sell those facilities. We also realized net gains on sales of assets
of $74 million in 2003 compared with $245 million in 2002. The increase in
impairments in 2003 and higher realized gains in 2002 resulted in a year over
year increase in operating expenses of $276 million. Partially offsetting these
increases were higher reimbursements from GulfTerra of $17 million for
administrative and other services and lower operating expenses of $81 million
related to asset sales.

The $310 million increase in other income was primarily due to the $269
million net gain on our sale of an effective 50 percent interest in the general
partner of GulfTerra to Enterprise, as well as an increase in earnings from our
investment in the partnership of $83 million in 2003. Also contributing to the
year over year increase was a loss in 2002 on our investment in the Aux Sable
NGL plant and our Black Forks natural gas processing plant of $50 million and a
gain of $8 million on the sale of a portion of our interest in GulfTerra's
common

60

units in 2003. Partially offsetting these increases were impairments in 2003 on
our investments in Dauphin Island Gathering Partners and Mobile Bay Processing
Partners of $86 million and an $11 million loss on the redemption of our Series
B units in GulfTerra.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

For the year ended December 31, 2002, our EBIT was $93 million higher than
2001. During 2002, lower margins of $134 million from the sales of midstream
assets to GulfTerra along with a decrease in processing margins of $58 million
due to lower NGL prices, were offset by lower 2002 operating costs of $361
million. In our operating expenses, we recognized a net gain in 2002 on the
sales of our San Juan Basin assets, our Natural Buttes and Ouray systems and our
Dragon Trail processing plant of $245 million. We also experienced lower
operating costs in 2002 as a result of asset sales of $83 million and from the
favorable impact on operating expenses from 2001 merger charges of $46 million
incurred related to El Paso's merger with Coastal (see Item 8, Financial
Statements and Supplementary Data, Note 5, for a discussion of these merger
charges). Partially offsetting these lower operating costs were 2002 impairment
charges of $66 million on our north Louisiana facilities.

During 2002, equity earnings from our investments were $54 million lower
than 2001. The decrease was primarily due to $50 million of losses during 2002,
on the sales of our investments in the Aux Sable NGL plant and our Black Forks
natural gas processing plant.

61

UNREGULATED BUSINESSES -- MERCHANT ENERGY SEGMENT

Our Merchant Energy segment consists of a Global Power division, an Energy
Marketing and Trading division and a LNG division. Historically, it also had a
petroleum markets division. In 2003, our Board of Directors approved the sale of
these petroleum markets operations and, as a result, we reclassified that
division as discontinued operations for all periods presented. The Energy
Marketing and Trading division of the Merchant Energy segment has historically
entered into transactions with third parties to accomplish hedges for the
Production segment, for a subsidiary in our Pipelines segment and on its own
behalf for capacity it held on natural gas pipelines. This division also
conducted non-hedging transactions on its own behalf. In August 2004, we
determined that we had not properly applied the accounting related to many of
our historical hedges, primarily those associated with hedges of our anticipated
natural gas production. As a result, we were required to restate our historical
financial information to revise this accounting, which included the restatement
of the historical financial statements of the Energy Marketing and Trading
division. For a further discussion of this restatement, see Item 8, Financial
Statements and Supplementary Data, Note 1. Below are the restated operating
results and analysis of these results for our Merchant Energy segment for the
three years ended December 31 (in millions):

- ---------------

(1) Gross margin for our Global Power division consists of revenues from our
power plants and the initial net gains and losses incurred in connection
with the restructuring of power contracts, as well as the subsequent
revenues, cost of electricity purchases and changes in fair value of those
contracts. The cost of fuel used in the power generation process is included
in operating expenses. Gross margin for our energy marketing and trading
division consists of revenues from commodity trading and origination
activities less the costs of commodities sold, including changes in the fair
value of our derivative contracts.

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GLOBAL POWER DIVISION

Our Global Power division has three primary business activities: domestic
power plant operations, domestic power contract restructuring activities and
international power plant operations. Since December 31, 2003, we have sold a
substantial portion of our domestic power plant operations and our domestic
power contract restructuring activities for proceeds of approximately $537
million and the assumption by the buyer of approximately $926 million of debt.
Each activity is further discussed below.

Below are the operating results of these activities within our Global Power
division for the three years ended December 31. We have evaluated our operating
results using EBIT due to several significant consolidations and transactions
that affect year-to-year comparability and because our operations include both
equity and consolidated investments.

- ---------------

(1) Other consists of the indirect expenses and general and administrative costs
associated with our domestic and international operations, including legal,
finance, and engineering costs and the effects of our financial services
business and power turbine inventory on our operations. Direct general and
administrative expenses of our domestic and international operations are
included in EBIT of those operations.

Domestic Power Plant Operations

Overview. Our domestic operations relate to the ownership and operation of
power plant assets in the U.S. We own two types of domestic plants -- contracted
power operations and merchant power operations. Our contracted power operations
include power plants that have dedicated power contracts with customers
(generally electric utilities) for the generation and sale of power. Since the
long-term sales contracts and long-term fuel contracts in these operations
generally contain fixed prices, operating results in this business are fairly
stable. However, some of our contracted operations have derivative fuel supply
contracts that are recorded at fair value and are subject to changes in fair
value, generally driven by changing prices in the fuels used to fire the plants
(primarily natural gas). Operating results at these plants may vary from period
to period.

Our merchant power operations include plants that operate during peak
periods without dedicated power contracts. Generally, these plants operate when
there is demand for their power and when the market price of power exceeds the
plant's variable costs of generating power. Many of our merchant plants have
contractual obligations, such as transportation capacity contracts, that
represent fixed costs for the plant. Our ability to recover these fixed
operating costs depends largely on electricity demand and the volume of power
generated as well as the margins that can be realized.

Historically, we conducted a significant portion of our domestic power
operations through Chaparral, an unconsolidated joint venture. In 2003, we
acquired the remaining joint venture partner's interest in Chaparral and
consolidated its operations effective January 1, 2003. As a result, our 2003
operating results include the consolidated revenues, expenses and equity
earnings from each of Chaparral's power plants while our 2001 and 2002 operating
results only include the equity earnings and management fees we earned from
Chaparral.

EBIT Analysis. Our 2003 EBIT loss in domestic power plant operations of
$383 million was primarily due to $419 million of asset impairments on our
domestic power plants and our Chaparral investment. The

63

plant impairments resulted from the anticipated sale of most of our domestic
power plants in 2004 as well as operational and contractual issues at several of
our domestic plants. The impairment of Chaparral was the result of declines in
the investment's value that were considered to be other than temporary. See Item
8, Financial Statements and Supplementary Data, Notes 2 and 3, for more
information on these impairments. In 2004, we may record additional impairments
on our power plants as a result of ongoing negotiations related to sales of our
domestic power plants and an ongoing operational and contractual issue at one of
our domestic plants. See Note 28 for a further discussion of this matter. In
2003, we also recorded an $88 million loss primarily due to the write-off of
receivables as a result of the transfer of our interest in the Milford power
facility to the plant's lenders. See Item 8, Financial Statements and
Supplementary Data, Note 28, for a further description of the Milford transfer.
Also contributing to these losses was a $21 million operating loss at our Eagle
Point power plant. Partially offsetting these losses was $105 million of
operating income generated by the power plants from Chaparral that we
consolidated in January 2003.

In December 2003, our Board of Directors approved the sale of substantially
all of our domestic power plant operations, which we expect to complete in 2004.
The majority of plants we sold in 2003 and 2004 or expect to sell in 2004 are
contracted plants that generated EBIT (before realized gains and losses and
impairments) in 2003 of $160 million. By comparison, our merchant plants that we
sold or expect to sell in 2004 generated EBIT losses (also before realized gains
and losses and impairments) in 2003 of $47 million. Our 2004 operating results
will be impacted by the timing and nature of the plants sold.

For the year ended December 31, 2002, our domestic power plant operations
generated EBIT of $80 million. This EBIT was primarily generated by the equity
earnings and management fees we received from Chaparral of $124 million in 2002.
As described above, Chaparral was consolidated in 2003. Also contributing to
EBIT was $20 million of operating income generated by our Eagle Point plant
before the restructuring of its power sales contract in March 2002 (see power
restructuring discussion below). Following the restructuring, the Eagle Point
plant's operating income decreased. Partially offsetting these increases was a
$74 million impairment of our CE Generation power plant in 2002, which resulted
from the anticipated sale of this plant in early 2003. This plant generated
operating income of $22 million in 2002.

For the year ended December 31, 2001, our domestic power plant operations
generated EBIT of $317 million. This EBIT was primarily generated by the equity
earnings and management fees we received from Chaparral of $222 million in 2001.
Also contributing to our 2001 EBIT was $22 million of operating income earned by
our Eagle Point power plant in 2001 before the restructuring of its power sales
contract in 2002. Our CE Generation power plant, which we sold in early 2003,
also generated operating income of $29 million in 2001.

Domestic Power Contract Restructuring Business

Overview. In 2001 and 2002, we and Chaparral restructured several
above-market, long-term power sales contracts with regulated utilities that were
originally tied to older power plants built under PURPA. These contracts were
amended so that the power sold to the utilities was not required to be delivered
from the specified power generation plant, but could be obtained in the
wholesale power market. For a further discussion of our power restructuring
activities, see Item 8, Financial Statements and Supplementary Data, Note 15.

As a result of our credit rating downgrades and economic changes in the
power market, we are no longer pursuing additional power contract restructuring
activities. In 2003, our power restructuring business related solely to the
management of our existing restructured power contracts. In 2001 and 2002, our
results included the impact of power contract restructuring transactions we
completed in those years, in addition to the results of managing these
contracts. On an ongoing basis, the results of our power restructuring business
will consist of the physical sales and purchases of electricity and changes in
fair value of the derivative contracts. Changes in the discount rate used to
calculate the fair value of our power restructuring derivatives, which are based
in part on the credit ratings of our counterparties, can significantly impact
our earnings. See Item 7A, Quantitative and Qualitative Disclosures About Market
Risk for a further discussion of this discount rate risk.

64

Our domestic restructured power contracts currently face a number of risks
that may impact our operating results in the future. We have been actively
divesting the entities that hold our domestic restructured power contracts.
These entities hold power supply and power purchase agreements and have debt.
The power agreements are derivatives carried at fair value while the debt is
recorded based on its original issuance cost. The proceeds we received in past
sale transactions and may receive in future transactions generally differs from
the net assets of these entities, resulting in losses. Reasons for the
differences can include the use of different assumptions by the buyer in
determining the fair value of these instruments. We experienced this when we
sold Utility Contract Funding (UCF) at a loss of approximately $100 million in
2004 and Mohawk River Funding I and IV at a loss of approximately $15 million in
2003, and based on a pending sale of Cedar Brakes I and II that has been
approved by our Board of Directors, we could incur significant additional losses
in the future.

We own restructured power contracts with a fair value of $1.5 billion that
are with a single counterparty, Public Service Electric and Gas (PSEG). PSEG is
currently rated "investment grade" by Moody's Investor's Services and Standard &
Poor's. Changes in the creditworthiness of PSEG could materially impact the fair
value of these contracts and our results of operations. This risk was reduced in
June 2004 when we sold UCF to Bear Stearns. We also have a restructured power
contract held by Mohawk River Funding III with U.S. Gen New England. U.S. Gen
filed for bankruptcy in 2003, and increases or decreases in the amount
recoverable from our bankruptcy claims may significantly impact our future
operating results.

EBIT Analysis. For the year ended December 31, 2003, our domestic power
contract restructuring business generated EBIT of $150 million. The restructured
power contracts we acquired from Chaparral in 2003 increased in fair value by
$75 million and our UCF and other restructured power contracts increased in fair
value by $65 million. These increases resulted primarily from the accretion of
the discounted value of these contracts. Partially offsetting this EBIT was $15
million of losses and impairments related to the sale of two of our power
contract restructuring entities, Mohawk River Funding I and IV.

For the year ended December 31, 2002, our domestic power contract
restructuring business generated EBIT of $341 million. In 2002 we restructured
the power sales contracts at our Eagle Point (also known as UCF) and Mount
Carmel power plants, which resulted in net gains of $501 million, net of
minority interest. Partially offsetting these gains was a $90 million contract
termination fee we paid in 2002 to terminate a steam contract between our Eagle
Point power plant and the Eagle Point refinery (which is included in
discontinued operations). Also offsetting these gains was a $80 million loss on
a power supply agreement that we entered into with our energy marketing and
trading division in 2002 associated with the Eagle Point power contract
restructuring transaction. The $90 million and $80 million losses were
eliminated from El Paso's consolidated results.

For the year ended December 31, 2001, our domestic power contract
restructuring business generated EBIT of $31 million. In 2001 we restructured
the power sales contract at our CDECCA power plant (also known as Mohawk River
Funding IV), which resulted in a net gain of $31 million.

International Power Plant Operations

Overview. Our international operations primarily include contracted plants
and pipelines located in South America, Central America, Asia, and Europe. From
November 2001 to April 2003, we conducted a majority of our power plant
operations in Brazil through Gemstone, an unconsolidated joint venture. In the
second quarter of 2003, we acquired our joint venture partner's interest in
Gemstone and began consolidating Gemstone's debt and its investments in the
Macae, Porto Velho and Araucaria power plants. As a result, our consolidated
operating results beginning in April 2003 include the revenues, expenses and
equity earnings from Gemstone's assets. Our 2001 and 2002 operating results only
include the equity earnings we earned from Gemstone. Due to deteriorating
economic conditions in several South American, Central American and Asian
countries, we have recorded impairments on our international power plants in
2001 and 2002. For a further discussion of these impairments, see Item 8,
Financial Statements and Supplementary Data, Note 28.

65

As part of our Long-Range Plan, we announced our intent to dispose of a
majority of our international power operations over the next several years, with
the exception of our Brazilian power operations. The future operating results of
our global power division will be impacted by the timing of these sales.

EBIT Analysis-Brazil. For the year ended December 31, 2003, our Brazilian
power operations generated EBIT of $177 million. This EBIT was primarily
generated from operating income of $156 million at our Macae power plant, which
operated at its full operational capacity throughout 2003. Our Macae power
plant's power sales contract expires in 2007, at which time the plant will
convert into a merchant plant that can enter into new bilateral power contracts.
Also contributing to EBIT was $28 million of earnings from our interest in the
Porto Velho power plant, which reached full commercial operations in the third
quarter of 2003.

For the year ended December 31, 2002, our Brazilian power operations
generated EBIT of $78 million. This EBIT was primarily generated from our equity
earnings of $109 million from Gemstone, which was created in November 2001. As
described above, we consolidated Gemstone and its interests in the Macae and
Porto Velho power plants in 2003. The operations of these two power plants were
the primary contributors to Gemstone's equity earnings. Partially offsetting
these earnings was a $19 million fee we paid related to the cancellation of a
turbine purchase order.

For the year ended December 31, 2001, our Brazilian power operations
generated EBIT of $114 million. This EBIT was primarily generated from $75
million of fees that we earned for engineering, construction management and
other services for the Macae power project before Gemstone acquired Macae. Also
contributing to this EBIT was $23 million of operating income at our Rio Negro
power plant.

In 2002 and 2003, Rio Negro's power purchaser disputed and did not pay some
of its billings, which significantly decreased the power plant's operating
income in those years. The power purchase agreements for the Manaus and Rio
Negro Plants expire in 2005 and 2006. Based on the anticipated results of
negotiations for the renewal of these contracts we recorded a $135 million
impairment charge in the first quarter of 2004. See Item 8, Financial Statements
and Supplementary Data, Note 22 for a description of these matters.

EBIT Analysis-Other International. For the year ended December 31, 2003,
our other international power operations generated EBIT of $119 million. This
EBIT was primarily generated from operating income of $49 million at our 15
Asian power plants. Also contributing to this EBIT was a $28 million gain on the
sale of two of our Argentinean power plants. Our remaining EBIT was primarily
generated by our Central American and European power plants.

For the year ended December 31, 2002, the EBIT loss from our other
international power plant operations was $246 million. This loss was primarily
due to the $342 million impairment of our Argentinean power plants and the $48
million impairment of our Chinese and Indian power plants due to deteriorating
economic conditions in those countries. Partially offsetting these losses was a
$77 million net gain we recorded on the restructuring and termination of a power
contract at our Nejapa power plant in El Salvador. Also offsetting these losses
was operating income of $46 million at our Asian power plants.

For the year ended December 31, 2001, our other international power
operations generated EBIT of $9 million. This EBIT was primarily generated from
operating income of $52 million at our Asian power plants and $21 million of
operating income earned by our Nejapa power plant before the restructuring of
its power sales contract. Also contributing to this EBIT was operating income of
$12 million at our Samalayuca power plant in Mexico, which we sold in 2002.
Partially offsetting this income was $74 million impairment of our East Asia and
Fife power plants in 2001 due to deteriorating economic conditions in the
countries where those power plants are located.

Other Global Power Operations

For the year ended December 31, 2003, the EBIT loss from our other global
power operations was $70 million. This loss was primarily due to a $22 million
settlement charge in 2003 associated with the cancellation of purchase
obligations on two power turbines and an $11 million impairment of our
capitalized turbine costs. The remaining EBIT loss was primarily due to general
and administrative costs in our global

66

power division, which have remained relatively consistent in 2002 and 2003. We
expect these costs to decrease in 2004 as we sell our domestic power assets,
partially offset by increased severance due to the asset sales.

For the year ended December 31, 2002, the EBIT loss from our other global
power operations was $259 million. This loss was primarily due to a $162 million
impairment of our capitalized domestic and international turbine costs and a $44
million goodwill impairment charge on our financial services business that we
recorded in 2002 due to our reduced capital expenditure plans related to future
power and financial services investments. The remaining EBIT loss was primarily
due to general and administrative costs in our global power division.

For the year ended December 31, 2001, the EBIT loss from our other global
power operations was $10 million. This loss was primarily due to general and
administrative costs in our global power division.

ENERGY MARKETING AND TRADING DIVISION

Our Energy Marketing and Trading division's operations primarily center
around the management of its trading portfolio and marketing of our natural gas
and oil production. As mentioned previously, the information related to this
division has been restated to correct the manner in which we accounted for many
of the hedges of our anticipated natural gas production and certain other
derivative transactions. As a result of the deterioration of the energy trading
environment in late 2001 and 2002, we announced in November 2002 that we would
reduce our involvement in the energy marketing and trading business and pursue
an orderly liquidation of our trading portfolio.

As a part of our Long-Range Plan, we announced that our historical energy
trading operations would become a marketing and trading business focused
principally on the physical marketing of natural gas and oil produced in our
Production segment. At this time, we do not anticipate the early liquidation of
all the transactions in our trading portfolio before the end of their contract
term. We may retain contracts because (i) they are either uneconomical to sell
or terminate in the current environment due to their contractual terms or credit
concerns of the counterparty, (ii) a sale would require an acceleration of cash
demands, or (iii) they represent hedges associated with activities reflected in
other segments of our business including our Production segment and our global
power division. Changes to our liquidation strategy may impact the cash flows
and the financial results of this division.

Our trading portfolio contains derivative and non-derivative contracts. Our
derivative contracts primarily impact our gross margin through changes in their
fair value each period. The fair value of our derivative contracts fluctuates
monthly because of a variety of market factors that impact commodity prices,
which are difficult to estimate or predict. For a discussion on our methodology
of determining the fair value of our derivative contracts, see Item 8, Financial
Statements and Supplementary Data, Note 15. Our non-derivative contracts
primarily relate to obligations under our long-term pipeline transportation and
natural gas storage contracts. In 2003, demand charges on these contracts were
$177 million. The transportation contracts impact our gross margin as delivery
or service under the contract occurs, and income or loss is based on the
difference between the demand charge and the locational price difference for the
delivery points under the contract.

During 2003, our trading business operated in a challenging environment
with reduced liquidity, lower credit standing of participants and a general
decline in the number of trading counterparties. Additionally, in the fourth
quarter of 2002, we implemented new accounting rules (Emerging Issues Task Force
(EITF) Issue No. 02-3, Issues Related to Accounting for Contracts Involved in
Energy Trading and Risk Management Activities) that significantly impacted the
carrying value of our portfolio. Many contracts which were accounted for as
derivative contracts in 2002 are now accounted for as non-derivative contracts.
All of these factors reduce the comparability of our operating results between
periods.

67

Below are the operating results and analysis of these results for our
Energy Marketing and Trading division for each of the three years ended December
31:

Year Ended December 31, 2003

For the year ended December 31, 2003, we had an EBIT loss of $809 million.
During 2003, we experienced a $424 million decrease in the fair value of our
derivatives, primarily our natural gas contracts. We sell natural gas at a fixed
price in many of these contracts. With the significant increase in natural gas
prices during 2003, the difference between the fixed prices in these contracts
and the market prices continued to increase and, as a result, the fair value of
these derivatives decreased resulting in losses. Also contributing to this loss
was $47 million of gross margin losses from the early termination of our
derivative and non-derivative contracts that resulted from the ongoing
liquidation of our trading portfolio in 2003. We also recorded a $32 million net
reduction in the carrying value of bankruptcy claims on three of our trading
counterparties, NRG Power Marketing, Mirant Corporation and Enron Corporation,
which is included in gross margin. Our non-derivative contracts had settlement
losses of $165 million in 2003, which were primarily due to demand charges we
could not recover on our transportation contracts. In 2003, price differentials
at the contractual delivery points were not wide enough to recover our demand
charges under these contracts. Partially offsetting these losses was a $30
million gross margin gain on the sale of several LNG contracts and a $78 million
increase in the fair value of our Midwest derivative tolling agreement. This
tolling contract is sensitive to changes in forecasted power prices relative to
natural gas prices in the Midwest. These forecasted power prices increased
significantly relative to natural gas prices at the end of 2003, which increased
the fair value of this contract by $52 million in the fourth quarter of 2003. We
expect the fair value of this contract will be volatile over its entire contract
term, which extends through 2019. In 2003, we also recorded $26 million of
accretion expense, net of adjustments, on our portion of the Western Energy
Settlement, and $28 million of bad debt expense associated with a fuel supply
agreement we have with the Berkshire power plant in operating expenses. See Item
8, Financial Statements and Supplementary Data, Note 28 for a further discussion
of Berkshire. Our remaining 2003 operating expenses of $129 million included
general and administrative expenses, which decreased from 2002 to 2003 due to
decreases in employee headcount in 2003. We anticipate that these costs will
continue to decline as a result of previous and future employee headcount and
other cost reductions in this division through 2004.

Year Ended December 31, 2002

For the year ended December 31, 2002, we had an EBIT loss of approximately
$2 billion. This loss was primarily the result of a $1.2 billion decrease in the
fair value of our derivative positions, which are included in gross margin. In
2002, we experienced general market declines in energy trading resulting from
lower price volatility in the natural gas and power markets and a generally
weaker trading and credit environment in 2002. Additionally, in the fourth
quarter of 2002, many of the participants in the trading industry, including us,
publicly announced their intention to discontinue or significantly reduce
trading operations, which we believe, along with other factors caused a
deterioration of the market valuations of trading and marketing assets. The
decrease in the fair value of our derivatives was primarily related to the
reduced option value, with the remainder of the decrease resulting from
volatility of forward prices and reductions in creditworthiness of our
counterparties. Additionally, because of these issues, we significantly reduced
our origination activities in 2002 compared to 2001. Also contributing to the
loss was a decrease in gross margin of $25 million that resulted from the early
termination of several of our non-derivative transportation contracts that
resulted from the

68

ongoing liquidation of our trading portfolio in 2002. Partially offsetting these
losses was a $59 million gain we recorded in the second quarter of 2002 on a
long-term LNG supply contract with Snohvit, which was subsequently sold in the
fourth quarter of 2002. Also contributing to this loss was a $487 million charge
related to the Western Energy Settlement, which is included in operating
expenses. Our remaining 2002 operating expenses of $190 million include general
and administrative expenses, which increased from 2001 to 2002 due to an
expansion of our trading operations in 2002 before the decision to liquidate our
trading portfolio in late 2002.

Year Ended December 31, 2001

For the year ended December 31, 2001, we had EBIT of approximately $1.7
billion. This EBIT was primarily due to a $1.6 billion increase in the fair
value of our derivatives in 2001 from increases in trading volumes and price
volatility of our trading portfolio, net of reserves established for the
bankruptcy of Enron in 2001. In addition, we sell natural gas at a fixed price
in many of our natural gas derivative contracts. With the significant decrease
in natural gas prices during 2001, the difference between the fixed prices in
these contracts and the market prices continued to improve and, as a result, the
fair value of these derivatives increased resulting in mark-to-market gains. We
also originated several power, natural gas and transportation contracts in 2001
that generated gross margin of $211 million. Partially offsetting this EBIT was
2001 operating expenses of $137 million. These operating expenses include
general and administrative expenses, which steadily increased before the
decision to liquidate our trading portfolio in late 2002.

LNG DIVISION

In 2001 and 2002, our LNG division included the development of LNG
terminals and our Energy Bridge technology and holding the long-term charter
arrangements on ships that employed this technology. In 2003, we announced our
intent to exit this business because of the significant capital and credit
requirements associated with this business. We have either sold or are in the
process of selling all of our LNG operations.

Results of our LNG division were as follows for each of the three years
ended December 31:

Year Ended December 31, 2003

We reported an EBIT loss of $185 million for the year ended December 31,
2003. This loss primarily resulted from a $119 million loss on the sale of the
assets and intellectual property rights related to our Energy Bridge technology,
as well as the termination our obligations under the long-term ship charters
related to this technology. Also contributing to this loss were $33 million of
other asset impairments of our capitalized terminal development and testing
facility costs. Our realized and unrealized losses were included as part of our
operating expenses.

Years Ended December 31, 2002 and 2001

We reported an EBIT loss of $35 million and $25 million for the years ended
December 31, 2002 and 2001 related primarily to our operating expenses. These
operating expenses related to environmental and engineering costs we incurred
related to the development of our terminals and testing the regasification
process used by our Energy Bridge technology.

69

CORPORATE AND OTHER EXPENSES, NET

Our Corporate and Other operations include general and administrative
functions as well as the operations of our telecommunications and other
miscellaneous businesses. During 2001, there was a significant downturn in the
telecommunications market. As a result, we refocused our telecommunications
strategy and reduced our capital investment in this business. We currently
provide wholesale metropolitan transport services in Texas and collocation
services through a facility in Chicago. In April 2004, we sold 28 percent of our
interest in our Texas metro transport business to Genesis Park, L.P., a third
party investment partnership, and changed the name to Alpheus Communications.

In December 2002, we decided to exit our long-haul and metro dark fiber
business because of the minimal contribution and high cost of maintaining this
business. Under these circumstances, we reduced the carrying value of our
inventory to $5 million by recording an impairment of $153 million. The market
value was determined by an independent appraiser who evaluated the dark fiber
value based on market conditions existing in the fourth quarter of 2002 and
recent liquidation values for dark fiber. In addition, because of the continuing
decline of economic conditions in the telecommunications industry, we
periodically evaluated the fair value of our Texas-based assets. During 2003, we
recognized a $163 million goodwill impairment based on our evaluations of the
amounts we would recover from this business.

Our collocation and cross-connect services are available through our
Lakeside Technology Center, a Chicago-based telecommunications facility. The
building design, which is beneficial for the needs of a telecommunications
provider, has limited alternative uses. Due to the ongoing decline in the
industry and the loss of a significant tenant in the building in 2002, we
recorded a contingent loss totaling $113 million, of which $11 million was
recognized immediately. The remaining $102 million was being recorded as a
quarterly charge until the end of the lease in 2006. In 2003, upon the
consolidation of the lessor, to whom we provided a full guarantee of repayment,
we recognized an additional impairment of $127 million.

In May 2004, we announced we would consolidate our Houston-based operations
into one location. We anticipate the consolidation will be substantially
complete by the end of 2004. As a result, we have established or will establish
an accrual to record a liability for our obligations under the terms of the
leases in the period that the space is vacated and available for subleasing. We
currently lease approximately 912,000 square feet of office space in the
buildings we are vacating under various leases with lease terms expiring in 2004
through 2014. We estimate the total accrual for the relocation will be
approximately $80 million to $100 million. Expenses related to the relocation
will be expensed in the period that they are incurred.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Corporate and other net expenses for the year ended December 31, 2003, were
$368 million higher than in 2002. During 2003, we recorded impairment charges of
$396 million, including an impairment of goodwill of $163 million in our
telecommunications business and the losses recorded on our Lakeside Technology
Center, both of which are discussed above. In 2002, we recorded $153 million of
valuation adjustments of our dark fiber inventory and a $15 million impairment
of our right-of-way assets in our telecommunications business. In 2003, we also
incurred $42 million of employee severance costs and a $37 million loss compared
with a $21 million gain in 2002 on early debt extinguishments. These actions
were part of our continuing efforts to reduce debt and lower our costs. We
expect to incur additional employee severance costs in 2004 as these cost
reduction efforts continue. In 2002, we recorded $51 million of restructuring
related costs. See Item 8, Financial Statements and Supplementary Data, Note 5,
for a further discussion of these charges. Finally, we recorded $112 million of
net foreign currency losses in 2003 versus $90 million of net losses in 2002,
primarily related to our Euro-denominated debt.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Corporate and other net expenses for the year ended December 31, 2002, were
$1.1 billion lower than in 2001. In 2001, we recorded $1.2 billion in
merger-related and asset impairment charges related to our merger with Coastal.
We also recognized additional 2001 costs of $144 million related to increased
estimates of environmental remediation costs, legal obligations and reductions
in the fair value of spare parts inventories to
70

reflect changes in usability of spare parts inventories based on an ongoing
evaluation of our operating standards and plans following the Coastal merger. In
2002, we recorded a $168 million valuation adjustment of our dark fiber
inventory and right-of-way assets as discussed above, $90 million of net foreign
currency losses and various incremental costs related to our 2002 restructuring
activities.

INTEREST AND DEBT EXPENSE

Over the past three years, our interest and debt expense increased. During
this period, we issued debt to finance the growth of our business segments and
consolidated several "off-balance sheet" financing obligations in order to
simplify our balance sheet. During this period, our overall debt balances
increased from approximately $16 billion in 2001 to $22 billion by December 31,
2003. During this growth period, we have raised funds in both domestic and
international capital markets, the majority of which was fixed rate debt. In the
future, our ability to access the capital markets and issue debt securities will
be a function of market conditions and our credit ratings at that time. Based on
a number of rating actions since the latter part of 2002, we anticipate that we
will incur higher interest rates on any future debt issuances. Furthermore,
since some of our debt offerings have been in foreign markets, currency
fluctuations can impact the cost of that debt. In December 2003, we announced
under our Long-Term Plan that we would reduce our long-term debt. As we continue
to repay our debt obligations, our interest expense will decline in 2004 and
beyond. For a further discussion of changes in our debt instruments, see Item 8,
Financial Statements and Supplementary Data, Note 20. Below is an analysis of
our interest and debt expense for each of the three years ended December 31 (in
millions):

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Interest expense on long-term debt for the year ended December 31, 2003,
was $475 million higher than in 2002. The increase was due to higher average
debt balances in 2003 compared with 2002. We consolidated Chaparral, Gemstone
and Lakeside in 2003, which increased our debt by $2.1 billion as of December
31, 2003 and increased our interest expense by $236 million in 2003. In
addition, our debt and other financing obligations increased by another $1.0
billion in 2003 associated with other debt issuances and consolidations. We also
consolidated approximately $1.5 billion of debt in early 2003 that we paid off
in late 2003. These two changes in debt increased our interest expense by
approximately $219 million in 2003. Also contributing to the increase was $20
million due to the reclassification of $625 million of preferred securities as a
result of the adoption of SFAS No. 150. Additionally, our interest expense
increased in 2003 due to debt issuances and debt consolidations in 2003 at
higher average interest rates than debt retired during the period.

Interest expense on revolving credit facilities for the year ended December
31, 2003, was $105 million higher than in 2002 due to the higher borrowings
under these facilities in 2003. Our average revolving credit balances, which
were based on daily ending balances, were approximately $1.5 billion, with an
average interest rate of 3.97% during 2003.

Interest expense on commercial paper for the year ended December 31, 2003,
was $26 million lower than in 2002 due to the discontinuance of commercial paper
activities in the fourth quarter of 2002.

Other interest for the year ended December 31, 2003, was $58 million lower
than in 2002. The decrease was primarily due to a $23 million reduction in
interest expense from the retirement of other financing obligations, a $16
million reduction in affiliated interest expense on notes we had with Chaparral
and Gemstone which were eliminated as a result of the consolidation of these
investments in the second quarter of

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2003, and a $19 million decrease due to the discontinuance of factoring
activities in 2003. These decreases were partially offset by a $7 million
increase as a result of the write-off of unamortized financing costs due to the
retirement of the Trinity River financing arrangement in 2003.

Capitalized interest for the year ended December 31, 2003, was $2 million
higher than in 2002 primarily due to higher average interest rates in 2003 than
in 2002.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Interest expense on long-term debt for the year ended December 31, 2002,
was $204 million higher than in 2001. The increase was due to a higher average
debt balance. During 2002, we issued long-term debt of approximately $4.4
billion that had an average interest rate of 7.9%. These issuances increased
interest on long-term debt by approximately $233 million. During the same year,
we retired approximately $1.5 billion of long-term debt that had an average
interest rate of 5.19%, resulting in a decrease to interest expense from these
retirements of approximately $35 million. The remaining increase was primarily
due to various debt issuances during 2001 that were outstanding for the entire
year in 2002.

Interest expense on revolving credit facilities for the year December 31,
2002, was $12 million lower than in 2001 due to the lower borrowings under these
facilities in 2002. Our average revolving credit balances, which were based on
daily ending balances, were approximately $144 million, with an average interest
rate of 3.36% during 2002.

Interest expense on commercial paper for the year ended December 31, 2002,
was $44 million lower than in 2001 primarily due to lower average short-term
interest rates on commercial paper activities in 2002.

Other interest for the year ended December 31, 2002, was $15 million lower
than in 2001. The decrease was primarily due to an $8 million decrease in
interest resulting from retirement of our other financing obligations, an $8
million decrease in interest related to a decline of receivable factoring, and
an $8 million decrease in interest due to termination of a marketing sales
contract during 2002. These decreases were partially offset by a $9 million
increase in interest from the debt securities issued to Gemstone in November
2001.

Capitalized interest for the year ended December 31, 2002, was $31 million
lower than in 2001 primarily due to the lower interest rates in 2002 than in
2001.

DISTRIBUTIONS ON PREFERRED INTERESTS OF CONSOLIDATED SUBSIDIARIES

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Distributions on preferred interests of consolidated subsidiaries for the
year ended December 31, 2003, were $107 million lower than in 2002 due to the
redemptions of the preferred stock on two of our subsidiaries, Trinity River and
Coastal Securities, the consolidation of Gemstone which had a preferred interest
of $300 million in one of our subsidiaries, the refinancing and redemption of
our Clydesdale financing arrangement and the reclassification of our Capital
Trust I and Coastal Finance I mandatorily redeemable preferred securities to
long-term financing obligations as a result of the adoption of SFAS No. 150. As
a result of this reclassification, we began recording the preferred returns on
these securities as interest expense rather than as distributions of preferred
interests.

As a result of our actions in 2003, our remaining preferred interests
outstanding as of December 31, 2003 only consist of $300 million of preferred
stock of El Paso Tennessee Pipeline Co. and a number of smaller interests in
other consolidated subsidiaries.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Distributions on preferred interests of consolidated subsidiaries for the
year ended December 31, 2002, were $58 million lower than in 2001 primarily due
to the redemptions of the preferred interests related to El Paso Oil & Gas
Resources, El Paso Oil & Gas Associates, Coastal Limited Ventures, Capital Trust
IV and the partial redemption of our Clydesdale financing arrangement. The
decrease was also due to lower interest rates in 2002. Most of the preferred
returns were based on variable short-term rates, which were lower on

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average in 2002 than in 2001. Partially offsetting these decreases were higher
returns on preferred interests issued as part of our Gemstone investment
completed in November 2001.

For a further discussion of our borrowings and other financing activities
related to our consolidated subsidiaries, see Item 8, Financial Statements and
Supplementary Data, Note 21.

INCOME TAXES

Income tax benefits for the years ended December 31, 2003, 2002 and 2001
were $584 million, $649 million and $70 million resulting in effective tax rates
of 49 percent, 33 percent and 15 percent. Of the 2003 amount, $139 million
related to tax benefits recorded on abandonments and sales of certain of our
foreign investments. The effective tax rate for 2003 absent these benefits would
have been 37 percent. Included in the 2001 tax benefit was a tax charge of $115
million related to non-deductible merger charges and changes in our estimate of
additional tax liabilities. Taxes on the majority of these estimated additional
liabilities were paid in 2001. The effective tax rate for 2001 absent these
charges would have been 40 percent. Differences in our effective tax rates from
the statutory tax rate of 35 percent in all years were primarily a result of the
following factors:

- state income taxes;

- earnings from unconsolidated affiliates where we anticipate receiving
dividends;

- non-deductible portion of merger-related costs and other tax adjustments
to provide for revised estimated liabilities;

- foreign income taxed at different rates;

- abandonments and sales of foreign investments;

- valuation allowances;

- deferred credit on loss carryovers;

- non-deductible dividends on the preferred stock of a subsidiary;

- non-conventional fuel tax credits;

- goodwill impairment; and

- depreciation, depletion and amortization.

For a reconciliation of the statutory rate to our effective tax rate, as
well as matters that could impact our future tax expense, see Item 8, Financial
Statements and Supplementary Data, Note 11.

Included in our deferred tax assets (excluding valuation allowances) as of
December 31, 2003 was $400 million related to the Western Energy Settlement.
Proposed tax legislation has been introduced in the U.S. Senate which would
disallow deductions for certain settlements made to or on behalf of governmental
entities. If enacted, this tax legislation could impact the deductibility of the
expenses related to the Western Energy Settlement and could result in a
write-off of some or all of the associated deferred tax assets. In such event,
our tax expense would increase. For a discussion of valuation allowances based
on our ability to utilize state tax benefits from deduction of the charge we
took related to the Western Energy Settlement, see Item 8, Financial Statements
and Supplementary Data, Note 11.

DISCONTINUED OPERATIONS

In 2002 and 2003, we made the decision to eliminate our involvement in
several businesses and to sell the related assets and liabilities, and, as a
result, we reported the following operations as discontinued operations as of
December 31, 2003 and 2002 and for the years ended December 31, 2003, 2002, and
2001.

Petroleum Markets Operations

During 2003, our Board of Directors authorized the sale of substantially
all of our petroleum markets operations. Based on our intent to dispose of these
operations, we adjusted these assets to their estimated fair value and
recognized pre-tax charges during 2003 totaling approximately $1.5 billion,
which included $1.1 billion related to our Aruba refinery and $264 million
related to the impairment of our Eagle Point

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refinery. In 2003, we completed the sales of $664 million of these assets and
completed an additional $905 million in early 2004. We completed the sale of
substantially all of our remaining petroleum markets assets in 2004.

Coal Mining Operations

In late 2002 and the first quarter of 2003, we sold our coal mining
operations. These operations consisted of fifteen active underground and two
surface mines located in Kentucky, Virginia and West Virginia. Following the
authorization of the sale by our Board of Directors, we recorded impairment
charges of $185 million in our loss from discontinued operations during 2002. We
have now fully exited our coal operations.

For each of the three years ended December 31, the after-tax income (loss)
related to our discontinued operations was as follows (in millions):

For the year ended December 31, 2003, we reported a loss from our
discontinued operations of $1.3 billion. This was primarily due to impairments
of long-lived assets of $1.5 billion, including $1.1 billion related to our
Aruba refinery and $264 million related to our Eagle Point refinery. In
addition, our Aruba refinery continued to generate operating losses of
approximately $82 million. These losses resulted from lower throughput at Aruba
due primarily to operational difficulties following a fire at the facility in
April 2001 and scheduled turnaround maintenance activities. Our losses were
partially offset by operating income at our Eagle Point refinery of
approximately $42 million. This income resulted from higher margins at Eagle
Point due to a widening difference between the price of the crude oil inputs
used by the refinery and the prices we sold the refined products produced. This
loss was also partially offset by $90 million of gains recorded on the sale of
our Florida terminalling and transportation assets, asphalt facilities and
chemical facilities in 2003 and $65 million of business interruption and
property damage insurance recoveries related to the Aruba facility fire in 2001.

For the year ended December 31, 2002, we reported a loss from discontinued
operations of $365 million. This was primarily due to operating losses of
approximately $129 million at our Aruba refinery, resulting from operational
difficulties following the fire at the facility. Also contributing to this loss
was a $185 million impairment of our coal mining operations and a $91 million
impairment of our MTBE chemical processing plant. Our losses were partially
offset by operating income at our Eagle Point refinery of approximately $97
million, resulting from higher throughput at Eagle Point during 2002 due to a
widening difference between the price of the crude oil input used by the
refinery and the prices at which we sold the products produced. This loss was
also partially offset by $46 million of insurance recoveries in 2002 related to
the assets destroyed in the Aruba fire.

For the year ended December 31, 2001, we reported a loss from discontinued
operations of $85 million. This loss included $262 million of merger-related
costs, asset impairments and other charges associated with our merger with
Coastal in 2001. See Item 8, Financial Statements and Supplementary Data, Notes
5 and 7 for a discussion of these merger-related costs and asset impairments.
Also contributing to the loss was an operating loss of $87 million at the Eagle
Point refinery as a result of lower margins and throughput. Partially offsetting
these losses was $97 million of insurance recoveries related to the fire at the
Aruba refinery, operating income of $126 million from our refined product and
crude oil marketing activities and $23 million of other income which includes
equity earnings and income from the lease of our Corpus Christi refinery to
Valero.

COMMITMENTS AND CONTINGENCIES

For a discussion of our commitments and contingencies, see Item 8,
Financial Statements and Supplementary Data, Note 22, incorporated herein by
reference.

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CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are those accounting policies that involve
the use of complicated processes, assumptions and/or judgments in the
preparation of our financial statements. We have discussed the development and
selection of our critical accounting policies and related disclosures with the
audit committee of our Board of Directors and have identified the following
critical accounting policies for the current year.

Price Risk Management Activities. We record the derivative instruments
used in our price risk management activities at their fair values in our balance
sheet. We estimate the fair value of our derivative instruments using exchange
prices, third-party pricing data and valuation techniques that incorporate
specific contractual terms, statistical and simulation analysis and present
value concepts. One of the primary assumptions used to estimate the fair value
of our derivative instruments is pricing. Our pricing assumptions are based upon
price curves derived from actual prices observed in the market, pricing
information supplied by a third-party valuation specialist and independent
pricing sources and models that rely on this forward pricing information. Other
significant assumptions that we use in determining the fair value of our
derivative instruments are those related to time value, anticipated market
liquidity and credit risk of our counterparties. The assumptions and
methodologies that we use to determine the fair values of our derivatives may
differ from those used by our derivative counterparties. These differences can
be significant and could impact our future operating results as we settle these
derivative positions.

Accounting for Natural Gas and Oil Producing Activities. We use the full
cost method to account for our natural gas and oil producing activities. Under
this accounting method, we capitalize substantially all of the costs incurred in
connection with the acquisition, development and exploration of natural gas and
oil reserves in full cost pools maintained by geographic areas, regardless of
whether reserves are actually discovered.

The process of estimating natural gas and oil reserves, particularly proved
undeveloped and proved non-producing reserves, is very complex, requiring
significant judgment in the evaluation of all available geological, geophysical,
engineering and economic data. As of December 31, 2003, of our total proved
reserves, 34 percent were undeveloped and 12 percent were developed, but
non-producing. In addition, the data for a given field may also change
substantially over time as a result of numerous factors, including additional
development activity, evolving production history and a continual reassessment
of the viability of production under changing economic conditions. As a result,
material revisions to existing reserve estimates occur from time to time.
Although every reasonable effort is made to ensure that reserve estimates
reported represent the most accurate assessments possible, the subjective
decisions and variances in available data for various fields increases the
likelihood of significant changes in these estimates. If all other factors are
held constant, an increase in estimated proved reserves decreases our unit of
production depletion rate. Higher reserves can also reduce the likelihood of
ceiling test impairments. For further discussions of our reserves as well as the
restatement of our historical financial statements as a result of downward
revisions to our reserve estimates, see Part I, Item 1, Business, under
Production segment and Item 8, Financial Statements and Supplementary Data,
Notes 1 and 30.

Under the full cost accounting method, we are required to conduct quarterly
impairment tests of our capitalized costs in each of our full cost pools. This
impairment test is referred to as a ceiling test. Our total capitalized costs,
net of related income tax effects, are limited to a ceiling based on the present
value of future net revenues using end of period spot prices, discounted at 10
percent, plus the lower of cost or fair market value of unproved properties, net
of related income tax effects. If these discounted revenues are not equal to or
greater than total capitalized costs, we are required to write-down our
capitalized costs to this level. Our ceiling test calculations include the
effects of derivative instruments we have designated as, and that qualify as,
cash flow hedges of our anticipated future natural gas and oil production. As a
result of determining that we had not properly applied the accounting rules for
hedges of our natural gas production, we recorded additional ceiling test
charges in 2001. See a further discussion of the restatement for the manner in
which we historically accounted for natural gas hedges in Item 8, Financial
Statements and Supplementary Data, Note 1.

75

The ceiling test calculation assumes that the price in effect on the last
day of the quarter is held constant over the life of the reserves, even though
actual prices of natural gas and oil are volatile and change from period to
period. We attempt to realize more determinable cash flows through the use of
hedges, but a decline in commodity prices can impact the results of our ceiling
test and may result in writedowns.

Asset Impairments. The asset impairment accounting rules require us to
continually monitor our businesses and the business environment to determine if
an event has occurred indicating that a long-lived asset or investment may be
impaired. If an event occurs, which is a determination that involves judgment,
we then assess the expected future cash flows against which to compare the
carrying value of the asset group being evaluated, a process which also involves
judgment. We ultimately arrive at the fair value of the asset which is
determined through a combination of estimating the proceeds from the sale of the
asset, less anticipated selling costs (if we intend to sell the asset), or the
discounted estimated cash flows of the asset based on current and anticipated
future market conditions (if we intend to hold the asset). The assessment of
project level cash flows requires us to make projections and assumptions for
many years into the future for pricing, demand, competition, operating costs,
legal and regulatory issues and other factors and these variables can, and often
do, differ from our estimates. These changes can have either a positive or
negative impact on our impairment estimates. We recorded impairments of our
long-lived assets of $880 million, $444 million and $75 million during the years
ended December 31, 2003, 2002 and 2001. We recorded impairments of our
discontinued operations of $1.5 billion, $290 million and $103 million during
the years ended December 31, 2003, 2002 and 2001. Future changes in the economic
and business environment can impact our original and ongoing assessments of
potential impairments.

Accounting for Environmental Reserves. We accrue environmental reserves
when our assessments indicate that it is probable that a liability has been
incurred or an asset will not be recovered, and an amount can be reasonably
estimated. Estimates of our liabilities are based on currently available facts,
existing technology and presently enacted laws and regulations taking into
consideration the likely effects of societal and economic factors, and include
estimates of associated onsite, offsite and groundwater technical studies, and
legal costs. Actual results may differ from our estimates, and our estimates can
be, and often are, revised in the future, either negatively or positively,
depending upon actual outcomes or changes in expectations based on the facts
surrounding each exposure.

As of December 31, 2003, we had accrued approximately $412 million for
environmental matters. Our reserve estimates range from approximately $412
million to approximately $632 million. Our accrual represents a combination of
two estimation methodologies. First, where the most likely outcome can be
reasonably estimated, that cost has been accrued ($94 million). Second, where
the most likely outcome cannot be estimated, a range of costs is established
($318 million to $538 million) and the lower end of the range has been accrued.

Accounting for Pension and Other Postretirement Benefits. Our accruals
related to our pension and other postretirement benefits are based on actuarial
calculations. In performing these calculations, our actuaries must use
assumptions, including those related to the return that we expect to earn on our
plan assets, discount rates used in calculating benefit obligations, the rate at
which we expect the compensation of our employees to increase over the plan
term, the cost of health care when benefits are provided under our plans and
other factors.

Actual results may differ from the assumptions included in these actuarial
calculations, and as a result our estimates associated with our pension and
other postretirement benefits can be, and often are, revised in the future, with
either a negative or positive effect on the costs we recognize and the accruals
we make. The following table shows the impact of a one percent change in the
primary assumptions used in our actuarial

76

calculations associated with our pension and other postretirement benefits for
the year ended December 31, 2003 (in millions):

- ---------------

(1) If the actual return on plan assets was one percent lower than the expected
return on plan assets, our expected cash contributions to our pension and
other postretirement benefit plans would not significantly change.

Our discount rate assumptions reflect the rates of return on the
investments we expect to use to settle our pension and other postretirement
obligations in the future. We combined current and expected rates of return on
investment grade corporate bonds to develop the discount rates used in our
benefit expense and obligation estimates as of September 30, 2003.

Our estimates for our net benefit expense (income) are partially based on
the expected return on pension plan assets. We use a market-related value of
plan assets to determine the expected return on pension plan assets. In
determining the market-related value of plan assets, differences between
expected and actual asset returns are deferred and recognized over three years.
Due to losses in our pension plan assets during 2002, the fair value of plan
assets used to determine the 2003 net benefit expense (income) was less than the
market-related value of plan assets. If we used the fair value of our plan
assets instead of the market-related value of plan assets in determining the
expected return on pension plan assets, our net benefit income would have been
$108 million lower for the year ended December 31, 2003.

We have not recorded an additional pension liability for our primary
pension plan because the fair value of plan assets exceeded the accumulated
benefit obligation in that plan by approximately $202 million and $362 million
as of September 30, 2003 and December 31, 2003. If the accumulated benefit
obligation exceeded plan assets under this primary pension plan as of September
30, 2003, we would have recorded a pre-tax additional pension liability of
approximately $960 million, plus an amount equal to the excess of the
accumulated benefit obligation over plan assets of the primary pension plan. We
would have also recorded an amount equal to this additional pension liability to
accumulated other comprehensive loss, net of taxes, in our balance sheet.

NEW ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT YET ADOPTED

See Item 8, Financial Statements and Supplementary Data, Note 2 under New
Accounting Pronouncements Issued But Not Yet Adopted which is incorporated
herein by reference.

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RISK FACTORS AND CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains or incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Where any forward-looking statement includes a statement of the
assumptions or bases underlying the forward-looking statement, we caution that,
while we believe these assumptions or bases to be reasonable and in good faith,
assumed facts or bases almost always vary from the actual results, and
differences between assumed facts or bases and actual results can be material,
depending upon the circumstances. Where, in any forward-looking statement, we or
our management express an expectation or belief as to future results, that
expectation or belief is expressed in good faith and is believed to have a
reasonable basis. We cannot assure you, however, that the statement of
expectation or belief will result or be achieved or accomplished. The words
"believe," "expect," "estimate," "anticipate" and similar expressions will
generally identify forward-looking statements. All of our forward-looking
statements, whether written or oral, are expressly qualified by these cautionary
statements and any other cautionary statements that may accompany such
forward-looking statements. In addition, we disclaim any obligation to update
any forward-looking statements to reflect events or circumstances after the date
of this report.

With this in mind, you should consider the risks discussed elsewhere in
this report and other documents we file with the SEC from time to time and the
following important factors that could cause actual results to differ materially
from those expressed in any forward-looking statement made by us or on our
behalf.

RISKS RELATED TO OUR LIQUIDITY

WE HAVE SIGNIFICANT DEBT AND BELOW INVESTMENT GRADE CREDIT RATINGS, WHICH HAVE
IMPACTED AND WILL CONTINUE TO IMPACT OUR FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND LIQUIDITY.

We have significant debt of approximately $22 billion as of December 31,
2003 and have significant debt service and debt maturity obligations. The
ratings assigned to our senior unsecured indebtedness are below investment
grade, currently rated Caa1 by Moody's (with a negative outlook and under review
for a possible downgrade) and CCC+ by Standard & Poor's (with a negative
outlook). These ratings have increased our cost of capital and our operating
costs, particularly in our trading operations, and could impede our access to
capital markets. Moreover, we must retain greater liquidity levels to operate
our business than if we had investment grade credit ratings. Our expected debt
maturities as of December 31, 2003 for 2004, 2005 and 2006 are $1,409 million,
$1,585 million and $1,769 million, respectively. If our ability to generate or
access capital becomes significantly restrained, our financial condition and
future results of operations could be significantly adversely affected. See Item
8, Financial Statements and Supplementary Data, Note 20, for a further
discussion of our debt.

WE MAY NOT ACHIEVE ALL OF THE OBJECTIVES SET FORTH IN OUR LONG-RANGE PLAN IN A
TIMELY MANNER OR AT ALL.

Our ability to achieve the objectives of our Long-Range Plan, as well as
the timing of their achievement, if at all, is subject, in part, to factors
beyond our control. These factors include (1) our ability to raise cash from
asset sales, which may be impacted by our ability to locate potential buyers in
a timely fashion and obtain a reasonable price or by competing asset sale
programs by our competitors, (2) our ability to recover working capital, (3) our
ability to generate additional cash by improving the performance of our pipeline
and production operations, (4) our ability to exit the power, trading and LNG
businesses in the manner and within the time period we expect, (5) our ability
to significantly reduce debt, and (6) our ability to preserve sufficient cash
flow to service our debt and other obligations. If we fail to achieve in a
timely manner the targets of our Long-Range Plan, our liquidity or financial
position could be materially adversely affected. In addition, it is possible
that any of the asset sales contemplated by our Long-Range Plan could be at
prices that are below our current book value for the assets, which could result
in recorded losses that could be substantial.

78

A BREACH OF THE COVENANTS APPLICABLE TO OUR DEBT AND OTHER FINANCING
OBLIGATIONS COULD AFFECT OUR ABILITY TO BORROW FUNDS AND COULD ACCELERATE OUR
DEBT AND OTHER FINANCING OBLIGATIONS AND THOSE OF OUR SUBSIDIARIES.

Our debt and other financing obligations contain restrictive covenants and
cross-acceleration provisions. A breach of any of these covenants could preclude
us or our subsidiaries from issuing letters of credit and from borrowing under
our $3 billion revolving credit facility, and could accelerate our long-term
debt and other financing obligations and that of our subsidiaries. If this were
to occur, we may not be able to repay such debt and other financing obligations
upon such acceleration.

As discussed in Item 8, Financial Statements and Supplementary Data, Note
1, we have restated our historical financial statements to reflect a reduction
in our historically reported proved natural gas and oil reserves and to revise
the manner in which we accounted for certain hedges primarily associated with
our anticipated natural gas production.

We believe that the material restatements of our financial statements as
discussed in Item 8, Financial Statements and Supplementary Data, Note 1 would
have constituted events of default under our $3 billion revolving credit
facility and various other financing transactions; specifically under the
provisions of these arrangements related to representations and warranties on
the accuracy of our historical financial statements and on our debt to total
capitalization ratio. During 2004, we received several waivers on our $3 billion
revolving credit facility and various other financing transactions to address
these issues. These waivers continue to be effective. We also received an
extension with various lenders until November 30, 2004 to file our first and
second quarter 2004 Forms 10-Q, which we expect to meet. If we are unable to
file these Forms 10-Q by that date and are not able to negotiate an additional
extension of the filing deadline, our $3 billion revolving credit facility and
various other transactions could be accelerated. As part of obtaining these
waivers, we also amended various provisions of the $3 billion revolving credit
facility, including provisions related to events of default and limitations on
our ability as well as that of our subsidiaries, to repay indebtedness scheduled
to mature after June 30, 2005. Based upon a review of the covenants contained in
our indentures and the financing agreements of our other outstanding
indebtedness, the acceleration of our $3 billion revolving credit facility could
constitute an event of default under some of our other debt agreements. In
addition, three of our subsidiaries have indentures associated with their public
debt that contain $5 million cross-acceleration provisions.

Various other financing arrangements entered into by us and our
subsidiaries, including El Paso CGP and El Paso Production Holding Company,
include covenants that require us to file financial statements within specified
time periods. Non-compliance with such covenants does not constitute an
automatic event of default. Instead, such agreements are subject to acceleration
when the indenture trustee or the holders of at least 25 percent of the
outstanding principal amount of any series of debt provides notice to the issuer
of non-compliance under the indenture. In that event, the non-compliance can be
cured by filing financial statements within specified periods of time (between
30 and 90 days after receipt of notice depending on the particular indenture) to
avoid acceleration of repayment. The holders of El Paso Production Holding
Company's debt obligations waived the financial filing requirements through
December 31, 2004. The filing of our first and second quarter 2004 Forms 10-Q
for these subsidiaries will cure the event of non-compliance resulting from our
failure to file financial statements on these subsidiaries. In addition, neither
we nor any of our subsidiaries have received notice of the default caused by our
failure to file our financial statements or the financial statements of our
subsidiaries also impacted by the restatement. In the event of an acceleration,
we may be unable to meet our payment obligations with respect to the related
indebtedness.

Furthermore, material restatements of our financial statements for the
period ended December 31, 2001 could cause a default under the financing
agreements entered into in connection with our $950 million Gemstone notes due
October 31, 2004. Currently, $748 million of Gemstone notes are outstanding.
However, we currently expect to repay these notes in full upon their maturity on
October 31, 2004.

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OUR ABILITY TO ACCESS CAPITAL MARKETS UNDER OUR EXISTING SHELF REGISTRATION
STATEMENT MAY BE LIMITED AS A RESULT OF THE RESTATEMENT OF OUR HISTORICAL
FINANCIAL RESULTS.

In March 2004, we announced that a downward revision of our natural gas and
oil reserves would result in a restatement of our historical financial
statements. In August 2004, we announced that we would be required to further
restate our historical financial statements for the manner in which we applied
the accounting rules related to our hedges of our natural gas production and
certain other derivatives. As a result of the time required to complete these
revisions, our annual report on this Form 10-K was not filed in a timely manner
which, for a period of 12 months from the date of this filing, will restrict our
ability to access approximately $1 billion of capacity under our shelf
registration statement without filing additional disclosure information with the
SEC, which may be subject to a full review. The additional disclosure
requirements, and any related review by the SEC, could be expensive and impede
our ability to access capital in a timely fashion. If our ability to access
capital becomes significantly restrained, our financial condition and future
results of operations could be significantly adversely affected.

WE ARE SUBJECT TO FINANCING AND INTEREST RATE EXPOSURE RISKS.

Our future success depends on our ability to access capital markets and
obtain financing at cost effective rates. Our ability to access financial
markets and obtain cost-effective rates in the future are dependent on a number
of factors, many of which we cannot control, including changes in:

- our credit ratings;

- interest rates;

- the structured and commercial financial markets;

- market perceptions of us or the natural gas and energy industry;

- changes in tax rates due to new tax laws;

- our stock price; and

- changes in market prices for energy.

RISKS RELATED TO LEGAL AND REGULATORY MATTERS

ONGOING LITIGATION AND INVESTIGATIONS RELATED TO OUR FINANCIAL STATEMENTS
ASSOCIATED WITH OUR RESERVE ESTIMATES AND HEDGES COULD SIGNIFICANTLY ADVERSELY
AFFECT OUR BUSINESS.

In May 2004, we completed an independent investigation of the reason for or
cause of the significant revisions to our natural gas and oil reserves.
Following this investigation, we announced that we would reduce our proved
natural gas and oil reserve estimates as of December 31, 2003 by approximately
1.8 Tcfe and, as a result, restate our historical financial statements. In
August 2004, we announced that we would be required to further restate our
historical financial statements for the manner in which we applied the
accounting rules related to many of our historical hedges, primarily those
associated with hedges of our anticipated natural gas production, and conducted
an additional investigation into the reasons for this restatement. As a result
of our reduction in reserve estimates, several class action lawsuits were filed
against us and several of our subsidiaries. The reserve revisions are also the
subject of investigations by the SEC and the U.S. Attorney and the hedging
matters are also the subject of an investigation by the U.S. Attorney and may
become the subject of a separate inquiry by the SEC, any of which could result
in significant fines against us. These investigations and lawsuits, and possible
future claims based on these same facts, may further negatively impact our
credit ratings and place further demands on our liquidity. We cannot provide
assurance at this time that the effects and results of these or other
investigations or of the class action lawsuits will not be material to our
financial conditions, results of operations and liquidity.

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IF WE ARE UNABLE TO CERTIFY THE EFFECTIVENESS OF OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING, WE COULD SUFFER A LOSS OF PUBLIC CONFIDENCE IN OUR
INTERNAL CONTROLS, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR FINANCIAL
PERFORMANCE AND THE MARKET VALUE OF OUR COMMON STOCK.

Item 308 of Regulation S-K, which was promulgated pursuant to Section 404
of the Sarbanes-Oxley Act of 2002, requires us, as of December 31, 2004, to
provide an annual report on our internal controls over financial reporting,
including an assessment as to whether or not our internal controls over
financial reporting are effective. We are also required to have our auditors
attest to our assessment and to individually opine on the effectiveness of our
internal controls over financial reporting. In connection with our ongoing
efforts to assess the effectiveness of the design and operation of our internal
controls, we have identified several deficiencies that collectively constitute a
material weakness in our internal controls. We have taken or are taking
significant steps to remediate these deficiencies. For more information
regarding our evaluation of our internal controls, the identified deficiencies
therein and our remediation efforts related thereto, see Item 9A, Controls and
Procedures. If we timely complete our assessment of our internal controls, but
we do not adequately address known material weaknesses or we discover other
material weaknesses, this will be disclosed in management's assessment of our
internal controls in our periodic filings. If our auditor either disagrees with
our assessment or otherwise concludes that our internal controls are not
effective, this will be disclosed in the auditor's report on internal controls
in our periodic filings. Furthermore, if we or our auditors are unable to timely
complete an assessment of our internal controls or our auditors' review of our
assessment efforts, we would be deficient in our reporting obligations under the
Securities Exchange Act of 1934, which may restrict our access to the capital
markets and would result in non-compliance with the filing obligations in a
significant portion of our financing documents, which could result in an event
of default under one or more of those documents. Under any of these
circumstances, we could be subjected to additional regulatory scrutiny and
suffer a loss of public confidence in our internal controls, which could have a
negative impact on our financial performance and the market value of our common
stock.

THE AGENCIES THAT REGULATE OUR PIPELINE BUSINESSES AND THEIR CUSTOMERS AFFECT
OUR PROFITABILITY.

Our pipeline businesses are regulated by the FERC, the U.S. Department of
Transportation, and various state and local regulatory agencies. Regulatory
actions taken by those agencies have the potential to adversely affect our
profitability. In particular, the FERC regulates the rates our pipelines are
permitted to charge their customers for their services. If our pipelines' tariff
rates were reduced in a future proceeding, if our pipelines' volume of business
under their currently permitted rates was decreased significantly, or if our
pipelines were required to substantially discount the rates for their services
because of competition or because of regulatory pressure, the profitability of
our pipeline businesses could be reduced.

In addition, increased regulatory requirements relating to the integrity of
our pipelines requires additional spending in order to maintain compliance with
these requirements. Any additional requirements that are enacted could
significantly increase the amount of these expenditures.

Further, state agencies that regulate our pipelines' local distribution
company customers could impose requirements that could impact demand for our
pipelines' services.

COSTS OF ENVIRONMENTAL LIABILITIES, REGULATIONS AND LITIGATION COULD EXCEED
OUR ESTIMATES.

Our operations are subject to various environmental laws and regulations.
These laws and regulations obligate us to install and maintain pollution
controls and to clean up various sites at which regulated materials may have
been disposed of or released. Some of these sites have been designated as
Superfund sites by the EPA under the Comprehensive Environmental Response,
Compensation and Liability Act. We are also party to legal proceedings involving
environmental matters pending in various courts and agencies.

Compliance with environmental laws and regulations can require significant
costs, such as costs of clean-up and damages arising out of contaminated
properties, and the failure to comply with environmental

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laws and regulations may result in fines and penalties being imposed. It is not
possible for us to estimate reliably the amount and timing of all future
expenditures related to environmental matters because of:

- the uncertainties in estimating clean up costs;

- the discovery of new sites or information;

- the uncertainty in quantifying liability under environmental laws that
impose joint and several liability on all potentially responsible
parties;

- the nature of environmental laws and regulations; and

- the possible introduction of future environmental laws and regulations.

Although we believe we have established appropriate reserves for
liabilities, including clean up costs, we could be required to set aside
additional reserves in the future due to these uncertainties, and these amounts
could be material. For additional information concerning our environmental
matters, see Part I, Item 3, Legal Proceedings, and Item 8, Financial Statements
and Supplementary Data, Note 22.

COSTS OF OTHER LITIGATION MATTERS COULD EXCEED OUR ESTIMATES.

We are involved in various lawsuits in which we or our subsidiaries have
been sued. Although we believe we have established appropriate reserves for
these liabilities, we could be required to set aside additional reserves in the
future and these amounts could be material. For additional information
concerning our litigation matters, see Part I, Item 8, Financial Statements and
Supplementary Data, Note 22.

RISKS RELATED TO OUR BUSINESS

OUR OPERATIONS ARE SUBJECT TO OPERATIONAL HAZARDS AND UNINSURED RISKS.

Our operations are subject to the inherent risks normally associated with
those operations, including pipeline ruptures, explosions, pollution, release of
toxic substances, fires and adverse weather conditions, and other hazards, each
of which could result in damage to or destruction of our facilities or damages
to persons and property. In addition, our operations face possible risks
associated with acts of aggression on our domestic and foreign assets. If any of
these events were to occur, we could suffer substantial losses.

While we maintain insurance against many of these risks to the extent and
in amounts that we believe are reasonable, our financial condition and
operations could be adversely affected if a significant event occurs that is not
fully covered by insurance.

THE SUCCESS OF OUR PIPELINE BUSINESS, IN PART, DEPENDS ON FACTORS BEYOND OUR
CONTROL.

Most of the natural gas and natural gas liquids we transport and store are
owned by third parties. As a result, the volume of natural gas and natural gas
liquids involved in these activities depends on the actions of those third
parties, and is beyond our control. Further, the following factors, most of
which are beyond our control, may unfavorably impact our ability to maintain or
increase current throughput, to renegotiate existing contracts as they expire,
or to remarket unsubscribed capacity on our pipeline systems:

- future weather conditions, including those that favor alternative energy
sources such as hydroelectric power;

- price competition;

- drilling activity and supply availability of natural gas;

- expiration and/or turn back of significant contracts;

- service area competition;

- changes in regulation and action of regulatory bodies;

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- credit risk of our customer base;

- increased cost of capital;

- opposition to energy infrastructure development, especially in
environmentally sensitive areas;

- adverse general economic conditions;

- expiration and/or renewal of existing interests in real property
associated with a pipeline subsidiary; and

- unfavorable movements in natural gas and liquids prices.

THE REVENUES OF OUR PIPELINE BUSINESSES ARE GENERATED UNDER CONTRACTS THAT
MUST BE RENEGOTIATED PERIODICALLY.

Substantially all of our pipeline subsidiaries' revenues are generated
under contracts which expire periodically and must be renegotiated and extended
or replaced. We cannot assure that we will be able to extend or replace these
contracts when they expire or that the terms of any renegotiated contracts will
be as favorable as the existing contracts. For example, Southern California Gas
Company, EPNG's largest customer, requested, and in September 2004 received, the
approval of the California Public Utilities Commission to give notice to
terminate certain of its transportation agreements with us by February 25, 2005,
with the intent of negotiating to reduce its capacity holdings on that pipeline
system as part of an effort to diversify its capacity holdings. For a further
discussion of these matters, see Part I, Item I, Business -- Regulated
Businesses -- Pipelines Segment, Markets and Competition.

In particular, our ability to extend and/or replace contracts could be
adversely affected by factors we cannot control, including:

- competition by other pipelines, including the proposed construction by
other companies of additional pipeline capacity or LNG terminals in
markets served by our interstate pipelines;

- changes in state regulation of local distribution companies, which may
cause them to negotiate short-term contracts or turn back their capacity
when their contracts expire;

- reduced demand and market conditions in the areas we serve;

- the availability of alternative energy sources or gas supply points; and

- regulatory actions.

If we are unable to renew, extend or replace these contracts or if we renew
them on less favorable terms, we may suffer a material reduction in our revenues
and earnings.

FLUCTUATIONS IN ENERGY COMMODITY PRICES COULD ADVERSELY AFFECT OUR PIPELINE
BUSINESSES.

Revenues generated by our transmission, storage, and processing contracts
depend on volumes and rates, both of which can be affected by the prices of
natural gas and natural gas liquids. Increased prices could result in a
reduction of the volumes transported by our customers, such as power companies
who, depending on the price of fuel, may not dispatch gas fired power plants.
Increased prices could also result from industrial plant shutdowns or load
losses to competitive fuels as well as local distribution companies' loss of
customer base. The success of our transmission, storage and processing
operations is subject to continued development of additional oil and natural gas
reserves and our ability to access additional suppliers from interconnecting
pipelines to offset the natural decline from existing wells connected to our
systems. A decline in energy prices could precipitate a decrease in these
development activities and could cause a decrease in the volume of reserves
available for transmission, storage and processing through our systems or
facilities. If natural gas prices in the supply basins connected to our pipeline
systems are higher on a delivered basis to our off-system markets than delivered
prices from other natural gas producing regions, our ability to compete with
other

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transporters may be negatively impacted. Fluctuations in energy prices are
caused by a number of factors, including:

- regional, domestic and international supply and demand;

- availability and adequacy of transportation facilities;

- energy legislation;

- federal and state taxes, if any, on the sale or transportation of natural
gas and natural gas liquids;

- abundance of supplies of alternative energy sources; and

- political unrest among oil producing countries.

NATURAL GAS AND OIL PRICES ARE VOLATILE. A SUBSTANTIAL DECREASE IN NATURAL GAS
AND OIL PRICES OR CHANGES IN BASIS DIFFERENTIALS COULD ADVERSELY AFFECT THE
FINANCIAL RESULTS OF OUR EXPLORATION AND PRODUCTION BUSINESS.

Our future financial condition, revenues, results of operations, cash
flows, future rate of growth and the carrying value of our natural gas and oil
properties depend primarily upon the prices we receive for our natural gas and
oil production. Natural gas and oil prices historically have been volatile and
are likely to continue to be volatile in the future, especially given current
world geopolitical conditions. The prices for natural gas and oil are subject to
a variety of additional factors that are beyond our control. These factors
include:

- the level of consumer demand for, and the supply of, natural gas and oil;

- commodity processing, gathering and transportation availability;

- the level of imports of, and the price of, foreign natural gas and oil;

- the ability of the members of the Organization of Petroleum Exporting
Countries to agree to and maintain oil price and production controls;

- domestic governmental regulations and taxes;

- the price and availability of alternative fuel sources;

- weather conditions;

- market uncertainty;

- political conditions or hostilities in natural gas and oil producing
regions;

- worldwide economic conditions; and

- decreased demand for the use of natural gas and oil because of market
concerns about global warming or changes in governmental policies and
regulations due to climate change initiatives.

Further, because approximately 83 percent of our proved reserves at
December 31, 2003 were natural gas reserves, we are substantially more sensitive
to changes in natural gas prices than we are to changes in oil prices. Declines
in natural gas and oil prices would not only reduce revenue, but could reduce
the amount of natural gas and oil that we can produce economically and, as a
result, could adversely affect the financial results of our production business.
Changes in natural gas and oil prices can have a significant impact on the
calculation of our full cost ceiling test. A significant decline in natural gas
and oil prices could result in a downward revision of our reserves and a
write-down of the carrying value of our natural gas and oil properties which
could be substantial, and would negatively impact our net income and
stockholders' equity.

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THE SUCCESS OF OUR NATURAL GAS AND OIL EXPLORATION AND PRODUCTION BUSINESSES IS
DEPENDENT, IN PART, ON FACTORS THAT ARE BEYOND OUR CONTROL.

In addition to prices, the performance of our natural gas and oil
exploration and production businesses is dependent, in part, upon a number of
factors that we cannot control, including:

- the results of future drilling activity, including exploratory programs
that recently have not been successful;

- our ability to identify and precisely locate prospective geologic
structures and to drill and successfully complete wells in those
structures in a timely manner;

- our ability to expand our leased land positions in desirable areas, which
often are subject to intensely competitive conditions;

- increased competition in the search for and acquisition of reserves;

- future drilling, production and development costs, including drilling rig
rates and oil field services costs;

- future tax policies, rates, and drilling or production incentives by
state, federal, or foreign governments;

- increased federal or state regulations, including environmental
regulations, that limit or restrict the ability to drill natural gas or
oil wells, reduce operational flexibility, or increase capital and
operating costs;

- decreased demand for the use of natural gas and oil because of market
concerns about global warming or changes in governmental policies and
regulations due to climate change initiatives;

- declines in production volumes, including those from the Gulf of Mexico;
and

- continued access to sufficient capital to fund drilling programs to
develop and replace a reserve base with rapid depletion characteristics.

OUR NATURAL GAS AND OIL DRILLING AND PRODUCING OPERATIONS INVOLVE MANY RISKS
AND MAY NOT BE PROFITABLE.

Our operations are subject to all the risks normally incident to the
operation and development of natural gas and oil properties and the drilling of
natural gas and oil wells, including well blowouts, cratering and explosions,
pipe failure, fires, formations with abnormal pressures, uncontrollable flows of
natural gas, oil, brine or well fluids, release of contaminants into the
environment and other environmental hazards and risks. The nature of the risks
is such that some liabilities could exceed our insurance policy limits, or, as
in the case of environmental fines and penalties, cannot be insured. As a
result, we could incur substantial costs that could adversely affect our future
results of operations, cash flows or financial condition.

In addition, in our drilling operations we are subject to the risk that we
will not encounter commercially productive reservoirs as evidenced by our lack
of success in recent exploratory programs. New wells drilled by us may be
unproductive, or we may not recover all or any portion of our investment in
those wells. Drilling for natural gas and oil can be unprofitable, not only
because of dry holes but also due to wells that are productive but do not
produce sufficient net reserves to return a profit at then realized prices after
deducting drilling, operating and other costs.

ESTIMATING OUR RESERVES, PRODUCTION AND FUTURE NET CASH FLOW IS DIFFICULT.

Estimating quantities of proved natural gas and oil reserves is a complex
process that involves significant interpretations and assumptions. It requires
interpretations of available technical data and various estimates, including
estimates based upon assumptions relating to economic factors, such as future
commodity prices, production costs, severance and excise taxes, capital
expenditures and workover and remedial costs, and the assumed effect of
governmental regulation. As a result, our reserve estimates are inherently
imprecise. Also, the use of a 10 percent discount factor for estimating the
value of our reserves, as prescribed by the SEC, may not necessarily represent
the most appropriate discount factor, given actual interest rates and risks to
which our production business or the natural gas and oil industry, in general,
are subject. Any significant variations
85

from the interpretations or assumptions used in our estimates or changes of
conditions could cause the estimated quantities and net present value of our
reserves to differ materially.

The reserve data included in this report represents estimates. You should
not assume that the present values referred to in this report represent the
current market value of our estimated natural gas and oil reserves. The timing
of the production and the expenses from development and production of natural
gas and oil properties will affect both the timing of actual future net cash
flows from our proved reserves and their present value. Changes in the present
value of these reserves could cause a write-down in the carrying value of our
natural gas and oil properties, which could be substantial, and would negatively
affect our net income and stockholders' equity.

As of December 31, 2003, approximately 34 percent of our estimated proved
reserves were undeveloped. Recovery of undeveloped reserves requires significant
capital expenditures and successful drilling operations. The reserve data
assumes that we can and will make these expenditures and conduct these
operations successfully, but future events, including commodity price changes,
may cause these assumptions to change. In addition, estimates of undeveloped
reserves and proved but non-producing reserves are subject to greater
uncertainties than estimates of producing reserves.

THE SUCCESS OF OUR POWER GENERATION ACTIVITIES, IN PART, DEPENDS ON MANY
FACTORS BEYOND OUR CONTROL.

The success of our remaining domestic and international power projects
could be adversely affected by factors beyond our control, including:

- alternative sources and supplies of energy becoming available due to new
technologies and interest in self generation and cogeneration;

- increases in the costs of generation, including increases in fuel costs;

- uncertain regulatory conditions resulting from the ongoing deregulation
of the electric industry in the U.S. and in foreign jurisdictions;

- our ability to negotiate successfully and enter into, advantageous power
purchase and supply agreements;

- the possibility of a reduction in the projected rate of growth in
electricity usage as a result of factors such as regional economic
conditions, excessive reserve margins and the implementation of
conservation programs;

- risks incidental to the operation and maintenance of power generation
facilities;

- the inability of customers to pay amounts owed under power purchase
agreements;

- the increasing price volatility due to deregulation and changes in
commodity trading practices; and

- over-capacity of generation in markets served by the power plants we own
or in which we have an interest.

OUR USE OF DERIVATIVE FINANCIAL INSTRUMENTS COULD RESULT IN FINANCIAL LOSSES.

Some of our subsidiaries use futures, swaps and option contracts traded on
the New York Mercantile Exchange, over-the-counter options and price and basis
swaps with other natural gas merchants and financial institutions. To the extent
we have unhedged positions or hedging procedures do not work as planned,
fluctuating commodity prices could cause our sales, net income, and cash
requirements to be volatile.

We could incur financial losses in the future as a result of volatility in
the market values of the energy commodities we trade, or if one of our
counterparties fails to perform under a contract. The valuation of these
financial instruments involves estimates. Changes in the assumptions underlying
these estimates can occur, changing our valuation of these instruments and
potentially resulting in financial losses. To the extent we hedge our commodity
price exposure and interest rate exposure, we forego the benefits we would
otherwise experience if commodity prices were to increase, or interest rates
were to change. The use of derivatives also
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requires the posting of cash collateral with our counterparties which can impact
our working capital (current assets and liabilities) when commodity prices or
interest rates change. For additional information concerning our derivative
financial instruments, see Item 7A, Quantitative and Qualitative Disclosures
About Market Risk and Item 8, Financial Statements and Supplementary Data, Note
14.

OUR FOREIGN OPERATIONS AND INVESTMENTS INVOLVE SPECIAL RISKS.

Our activities in areas outside the U.S., including a material
concentration and investment exposure in our international power, pipeline and
production projects of approximately $1.6 billion located in Brazil and
approximately $0.3 billion in Pakistan, are subject to the risks inherent in
foreign operations, including:

- loss of revenue, property and equipment as a result of hazards such as
expropriation, nationalization, wars, insurrection and other political
risks;

- the effects of currency fluctuations and exchange controls, such as
devaluation of foreign currencies and other economic problems; and

- changes in laws, regulations and policies of foreign governments,
including those associated with changes in the governing parties.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to several market risks in our normal business activities.
Market risk is the potential loss that may result from market changes associated
with an existing or forecasted financial or commodity transaction. The types of
market risks we are exposed to and examples of each are:

- Commodity Price Risk

- Natural gas prices change, impacting the forecasted sale of natural
gas in our Production segment;

- Price spreads between natural gas and natural gas liquids change,
making the natural gas liquids we produce in our Field Services
segment less valuable;

- Locational price differences in natural gas change, affecting our
ability to optimize pipeline transportation capacity contracts held in
our Merchant Energy segment; and

- Electricity and natural gas prices change, affecting the value of our
natural gas contracts, power contracts and tolling contracts held in
our Merchant Energy segment.

- Interest Rate Risk

- Changes in interest rates affect the interest expense we incur on our
variable-rate debt and the fair value of our fixed-rate debt; and

- Changes in interest rates used in the estimation of the fair value of
our derivative positions can result in increases or decreases in the
unrealized value of those positions.

- Foreign Currency Exchange Rate Risk

- Weakening or strengthening of the U.S. dollar relative to the Euro can
result in an increase or decrease in the value of our Euro-denominated
debt obligations and the related interest costs associated with that
debt; and

- Changes in foreign currencies exchange rates where we have
international investments may impact the value of those investments
and the earnings and cash flows from those investments.

Each segment manages these risks by frequently entering into contractual
commitments involving physical or financial settlement that attempts to limit
the amount of risk or opportunity related to future market movements. Our risk
management activities typically involve the use of the following types of
contracts:

- Forward contracts, which commit us to purchase or sell energy commodities
in the future, involving the physical delivery of an energy commodity,
and energy related contracts including transportation, storage,
transmission and power tolling arrangements;

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- Futures contracts, which are exchange-traded standardized commitments to
purchase or sell a commodity or financial instrument, or to make a cash
settlement, at a specific price and future date;

- Options, which convey the right to buy or sell a commodity, financial
instrument or index at a predetermined price;

- Swaps, which require payments to or from counterparties based upon the
differential between two prices for a predetermined contractual
(notional) quantity; and

- Structured contracts, which may involve a variety of the above
characteristics.

Many of the contracts we utilize in our risk management activities are
derivative financial instruments. Discussions of our accounting policies for
derivative instruments are included in Item 8, Financial Statements and
Supplementary Data, Notes 2 and 15.

COMMODITY PRICE RISK

We are exposed to a variety of commodity price risks in the normal course
of our business activities. The nature of these market price risks varies by
segment.

Merchant Energy

Our Merchant Energy segment attempts to mitigate its exposure to commodity
price risk through the use of various financial instruments, including forwards,
swaps, options and futures. We measure risks from Merchant Energy's commodity
and energy-related contracts on a daily basis using a Value-at-Risk simulation.
This simulation allows us to determine the maximum expected one-day unfavorable
impact on the fair values of those contracts due to adverse market movements
over a defined period of time within a specified confidence level, and monitors
our risk in comparison to established thresholds. We use what is known as the
historical simulation technique for measuring Value-at-Risk. This technique
simulates potential outcomes in the value of our portfolio based on market-based
price changes. Our exposure to changes in fundamental prices over the long-term
can vary from the exposure using the one-day assumption in our Value-at-Risk
simulations. We supplement our Value-at-Risk simulations with additional
fundamental and market-based price analyses, including scenario analysis and
stress testing to determine our portfolio's sensitivity to its underlying risks.

Our maximum expected one-day unfavorable impact on the fair values of our
commodity and energy-related contracts as measured by Value-at-Risk based on a
confidence level of 95 percent and a one-day holding period was $34 million as
of December 31, 2003 and 2002. Our highest, lowest and average of the month end
values for Value-at-Risk during 2003 was $48 million, $23 million and $37
million. Actual losses in fair value may exceed those measured by Value-at-Risk.
The amounts for 2002 have been restated to reflect a change in our accounting
for hedges of our anticipated natural gas production and certain other
derivatives. In August 2004, we determined that these hedges did not qualify as
cash flow hedges at a consolidated reporting level and, as a result, were
required to be recorded as mark-to-market contracts that are subject to the same
commodity price risk as our other trading contracts. Our Value-at-Risk was
restated to reflect the derivatives that no longer qualified for hedge
accounting.

After the restatement, our Merchant Energy segment's primary exposure to
commodity price risk relates to its natural gas positions and its derivative
tolling contract in the Midwest. These positions have been sensitive to the
price changes in natural gas and power that occurred in 2003. This has caused
significant fluctuations in our earnings and our Value-at-Risk from period to
period.

Production

Our Production segment attempts to mitigate commodity price risk and to
stabilize cash flows associated with its forecasted sales of our natural gas and
oil production through the use of derivative natural gas and oil swap contracts.
The table below presents the hypothetical sensitivity to changes in fair values
arising from immediate selected potential changes in the quoted market prices of
the derivative commodity instruments we use to mitigate these market risks that
were outstanding at December 31, 2003 and 2002. This information has

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also been restated to reflect only derivative commodity instruments that qualify
for accounting purposes as hedges of anticipated natural gas production. Any
gain or loss on these derivative commodity instruments would be substantially
offset by a corresponding gain or loss on the hedged commodity positions, which
are not included in the table.

The derivatives described above do not hedge all of our commodity price
risk related to our forecasted sales of our natural gas production and as a
result, we are subject to commodity price risks on our remaining forecasted
natural gas production. In addition, we entered into new hedges in 2004 for 5.5
TBtu of our anticipated natural gas production at an average price of $5.64 per
MMBtu and 1.1 MMBbls of our anticipated crude oil production at an average price
of $35.15 per Bbl.

Field Services

Our Field Services segment does not significantly utilize financial
instruments to mitigate our exposure to the natural gas liquids it retains in
its processing operations since this overall exposure is not material to our
overall operations.

INTEREST RATE RISK

Debt

Many of our debt-related financial instruments and project financing
arrangements are sensitive to changes in interest rates. The table below shows
the maturity of the carrying amounts and related weighted-average interest rates
on our interest-bearing securities, by expected maturity dates and the fair
values of those securities. As of December 31, 2003 and 2002, the carrying
amounts of short-term borrowings are representative of fair values because of
the short-term maturity of these instruments. The fair value of the long-term
securities has been estimated based on quoted market prices for the same or
similar issues.

Derivatives from Power Contract Restructuring Activities

Derivatives associated with our power contract restructuring business in
the global power division of our Merchant Energy segment are valued using
estimated future market power prices and a discount rate that considers the
appropriate U.S. Treasury rate plus a credit spread specific to the contract's
counterparty. We make adjustments to this discount rate when we believe that
market changes in the rates result in changes in value that can be realized in a
current transaction between willing parties. Since September 30, 2002, in order

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to provide for market risk, we have not reflected the increase in value that
would result from decreases in U.S. Treasury rates because we believe the
resulting increase in the value of these non-trading derivatives could not be
realized in a current transaction between willing parties. Had we reflected the
actual U.S. Treasury yields as of December 31, 2003 in our valuation, the value
of our third party non-trading derivatives would have been higher by
approximately $125 million. To the extent there is commodity price risk
associated with these derivative contracts, it is included in our Value-at-Risk
calculation discussed above, but our exposure to changes in interest rates and
credit spreads has not been included in our Value-at-Risk calculation. As of
December 31, 2003, a ten percent increase or decrease in the discount rate used
to value third party positions would result in an increase (decrease) in the
fair value of these derivative contracts of $(56) million and $59 million. As a
result of the sale of UCF in 2004, and our pending sale of Cedar Brakes I and II
in 2004, our sensitivity to interest rate changes in these derivatives will
decrease.

FOREIGN CURRENCY EXCHANGE RATE RISK

Debt

Our exposure to foreign currency exchange rates relate primarily to changes
in foreign currency rates on our Euro-denominated debt obligations. As of
December 31, 2003, we have Euro-denominated debt with a principal amount of
E1,050 million of which E550 million matures in 2006, and E500 matures in 2009.
As of December 31, 2003 and 2002 we had entered into hedge transactions to
effectively convert E625 million and E275 million of debt into $645 million and
$255 million. In 2004, we entered into cross currency hedge transactions that
convert E100 million fixed rate debt into $121 million floating rate debt. The
remaining principal at December 31, 2003 and 2002 of E425 million and E775
million was subject to foreign currency exchange risk. For a sensitivity
analysis, a hypothetical ten percent increase or decrease in the Euro/USD
exchange rate of 1.2595, with all other variables held constant, at December 31,
2003, would increase or decrease the carrying value of our unhedged
Euro-denominated debt by approximately $54 million.

Power Contracts

Several of our international power plants in Asia, Central America and
Europe have long-term power sales contracts that are denominated in the local
country's currencies. As a result, we are subject to foreign currency exchange
risk related to these power sales contracts. We do not believe that this
exposure is material to our operations and have not chosen to mitigate this
exposure.

90

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Below is an index to the financial statements and notes contained in Item
8, Financial Statements and Supplementary Data.

91

EL PASO CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS, EXCEPT PER COMMON SHARE AMOUNTS)

See accompanying notes.
92

EL PASO CORPORATION

CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE AMOUNTS)

See accompanying notes.
93

EL PASO CORPORATION

CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
(IN MILLIONS, EXCEPT SHARE AMOUNTS)

See accompanying notes.
94

EL PASO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)

- ---------------

(1) Only individual line items in cash flows from operating activities have been
restated. Total cash flows from continuing operating, investing and
financing activities, as well as discontinued operations, were unaffected.
See accompanying notes.
95

EL PASO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(IN MILLIONS)

- ---------------

(1) Only individual line items in cash flows from operating activities have been
restated. Total cash flows from continuing operating, investing and
financing activities, as well as discontinued operations, were unaffected.

See accompanying notes.
96

EL PASO CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS OF SHARES AND MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

See accompanying notes.
97

EL PASO CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN MILLIONS)

See accompanying notes.
98

EL PASO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. RESTATEMENT OF HISTORICAL FINANCIAL STATEMENTS AND LIQUIDITY

During 2004, we identified several issues that resulted in a restatement of
the amounts we had previously reported in our historical financial statements
for the periods from 1999 to 2002 and for the first nine months of 2003. These
restatements related to revisions to our historical estimates of proved natural
gas reserves and for the manner in which we accounted for certain derivatives,
primarily those related to hedges of our natural gas production. Each of these
restatements is discussed below.

RESTATEMENT OF HISTORICAL FINANCIAL STATEMENTS

Reserve Revisions. In February 2004, we completed the December 31, 2003
reserve estimation process for the proved natural gas and oil reserves in our
Production segment. At the same time, our independent reserve engineers
completed their estimates of our proved reserves. Overall, our internally
prepared reserve estimates were within 5 percent of the total of the estimates
of our independent reserve engineers. The proved reserve estimates as of
December 31, 2003 indicated a 1.8 Tcfe or approximate 41 percent downward
revision in our proved natural gas and oil reserves was needed. Given the size
of this revision, the Audit Committee of our Board of Directors initiated an
independent investigation to be conducted by an outside law firm to determine
the factors that contributed to this significant downward revision. The scope of
the investigation included (1) assessing the reasons for the downward revisions,
(2) evaluating the internal controls associated with the booking of reserves,
(3) suggesting any recommendations with regard to improvements in internal
controls and processes and (4) recommending any remedial actions that may be
required. The investigation included the completion of more than 200 interviews
and the review of more than 100,000 documents. Based on the investigation
results, we concluded that a material portion of the negative reserve revisions
should have been reflected in periods prior to 2003 and would require a revision
of the historical reserve estimates included in our supplemental natural gas and
oil operations data. Quantities of proven natural gas and oil reserves are used
in determining financial statement amounts, including ceiling test charges,
depletion expense and gains and losses on property sales. The revision of our
historical reserve estimates required the restatement of the financial statement
information derived from these estimates. The investigation found that certain
personnel used aggressive, and at times, unsupportable methods to book proved
reserves. In some instances, certain personnel provided historical proved
reserve estimates that they knew or should have known were incorrect at the time
they were reported. The investigation also found that we did not, in some cases,
maintain adequate documentation and records to support historically booked
reserves. Based on the results of the investigation, we (a) reviewed
alternatives with respect to the method or methods to be used to restate our
reserve amounts in prior periods and (b) assessed and implemented remedial
actions related to our management structure, internal control environment and
internal control processes.

Accounting for Certain Derivatives. In August 2004, we evaluated the
manner in which we historically accounted for hedges of our anticipated natural
gas production and certain other hedging transactions related primarily to
pipeline capacity held on pipelines and hedges of anticipated production owned
by one of our pipeline subsidiaries. We entered into a significant number of
hedge transactions from 1999 until 2002. In these hedge transactions, certain of
our subsidiaries would enter into affiliated derivative positions with our
Merchant Energy segment (usually fixed for floating swaps). Our Merchant Energy
segment would then enter into an identical transaction with a third party to
complete an accounting hedge for consolidated reporting purposes (the "hedge
transaction"). To accomplish its own portfolio management objectives, the
Merchant Energy segment would, in many cases, then enter into an offsetting
transaction with that same third party. Most of the transactions with third
parties to create the hedge and complete the offsetting transactions were
implemented under Master ISDA swap agreements. A total of 457 hedging
transactions took place during this timeframe, and 110, or approximately 24
percent involved the use of an offsetting transaction. However, approximately 79
percent of the volumes hedged during that period involved the use of an
offsetting

99

transaction. In applying the accounting treatment for these transactions in
prior periods, we originally concluded that the hedge and offsetting transaction
had economic substance separate and apart from each other. This conclusion was
based upon several factors including (i) all of the hedges and the offsetting
transactions were entered into at market prices, (ii) that our Merchant Energy
segment had a valid business purpose for entering into the offsetting
transaction (i.e. to permit the Company to manage the overall price risk
exposure of the trading portfolio on a more efficient basis), and (iii) the view
that there was credit risk associated with the separate enforcement of the
hedges and offsetting transactions. In reaching the conclusion to restate our
historical accounting related to these hedging transactions, we determined that
we had not properly applied generally accepted accounting principles, or GAAP.
First, we reviewed the factors that supported our original accounting
determinations, which took into consideration the underlying business purpose
for entering into the offsetting transactions, the pricing of the transactions,
and the economic substance of the offsetting transactions. Upon our review of
these factors, when considered in aggregate, we determined that the hedge and
the offsetting transaction did not meet the requirements to be treated as
separate transactions under GAAP. Principally, we determined that our business
purpose for the offsetting transaction was not alone sufficient to satisfy the
standards for separate accounting treatment from the hedge transaction. GAAP
requires that the objective of the two transactions is not one that may be
accomplished in a single transaction. Our production and other hedge objectives
could have been accomplished through a single, though less efficient,
transaction. In addition, we considered two additional factors in reaching this
conclusion. First, we found that some of the offsetting transactions were not
entered into within a range of the then current market prices. Second, we
determined that there was not, as a general matter, sufficient credit risk
associated with the separate enforcement of these transactions to support our
original conclusion that the transactions had economic substance. Based on these
conclusions, we determined that a restatement of our historical financial
statements was required. Following our determination that a restatement was
needed, we conducted an investigation into (a) the reasons for the restatement
and (b) remedial actions, if any, that should be taken.

Restatement Methodologies

Reserve Revisions. Because of concerns over our historical documentation
supporting reserves and the aggressive, and sometimes unsupportable methods that
were used by personnel in booking proved reserves, the methodology we adopted to
restate our reserves for the years ended December 31, 2001 and 2002 and the nine
months ended September 30, 2003, was a reserve reconstruction approach. Under
this method, we utilized the estimated proved reserves as of December 31, 2003
that were derived from our review completed in February 2004, and then
determined historical reserves by adjusting these reserves for actual historical
production data and other known data to determine the reconstructed estimates of
reserves at each period end. The basic assumption underlying our methodology was
that the December 31, 2003 reserve report represented the most recent, reliable
and available information and was our best estimate of proved reserves. That
report, therefore, became the basis of our historical reserve reconstruction. We
then created a reconstruction process by adding actual production volumes in
prior periods, on a well by well basis, with adjustments for assets sold (the
more significant sales were re-evaluated by one of our independent reserve
engineers since the proved reserves that were sold were not in the December 31,
2003 reserve report and needed to be re-evaluated given the findings in the
investigation) and other known information during the period such as cost and
capital spending during the restatement period.

We applied the approach described above back to December 31, 2000. However,
for periods prior to December 31, 2000, which were necessary to determine the
impact of the reserve restatement on beginning stockholders' equity as of
January 1, 2001, we did not have access to the necessary detailed electronic
records to apply this methodology. This was due, in part, to some of the
documentation issues identified in the investigation, and numerous changes to
our personnel immediately following our past mergers, which impacted our ability
to locate that historical documentation. As a result, we used our December 31,
2000 reserve levels determined by the reconstruction approach described above as
the foundation for estimating reserves and related future cash flows (for
ceiling test purposes) for periods prior to December 31, 2000. This estimation
approach involved the use of a "reserve over production ratio" based on the
reconstructed December 31, 2000 reserve estimates. The reserve over production
ratio provided the estimated life of reserves based on production levels. We
applied that ratio to the actual historical period production levels to
calculate
100

estimated historical reserves for each period. In determining the reserve over
production ratio to use for each period, historical prices were considered since
at different pricing levels, varying levels of reserves are economical to
produce, which also impacted capital cost, operating cost and revenue
assumptions in determining cash flows that would be derived from reserves.

Overall, our restatement approach allowed us to recalculate reasonable
proved reserve estimates at the end of each quarter over the last five years.
Once we determined the historical reserve levels, we then calculated our
estimated future net cash flows at the end of each quarter. These revised
quarterly proved reserves and the resulting discounted net cash flows were then
used to perform the ceiling test, calculate our depreciation, depletion and
amortization rate, income taxes and evaluate gain or loss recognition on asset
sales for each quarter. Finally, we assessed the adequacy of our overall
approach based on historical prices and historically capitalized costs leading
up to the earliest period in which our restatement was performed. Based on that
assessment, we believe the amount recorded as a retained earnings adjustment on
January 1, 1999 reasonably reflects the financial statement impact of our
restated reserve levels that would have occurred prior to that time.

We believe the approach used to restate our historical reserves is a
reasonable approach and is appropriate in these circumstances. It is based on a
current, thoroughly reviewed and well documented reserve study and reflects
actual historical data. However, it does have some limitations. First, the
restated reserve levels and reported earnings do not incorporate normal positive
or negative revisions in reserves that could have resulted for reasons such as
mechanical failures, changes in estimates or the impact of actual drilling
results on proved undeveloped reserves. These are normally occurring changes to
reserves estimates that, because of the methodology we used, will not be
reflected during the year they actually occurred. Rather, they will be part of
our beginning retained earnings adjustments. Overall, we believe their effects
on our reported results would be similar. Second, because we had to use a
variation of the methodology for the years 1999 and 2000, to determine the
impact on our retained earnings at January 1, 2001, the restated reserves for
these periods may not be comparable to the reserve amounts that would have
resulted from an actual reconstruction and none of the periods would be
identical to a completely re-engineered approach. Overall, however, we believe
our approach, given the results of the investigation and documentation issues
discussed above, provides a reasonable approach to revising our historical
reserve data that presents our related historical financial results in
accordance with generally accepted accounting principles.

We also considered other restatement methodologies such as re-engineering
specific production and reserve areas to determine, in hindsight, where previous
estimates should have been adjusted in specific periods. We rejected this
approach for several reasons. First, this method would not have produced, in our
view, a more accurate result than the method we adopted, particularly given our
concerns with respect to the timing of when the reserves were originally
recorded. Second, it was very difficult to make reasonable assessments of how
specific reserves should have been booked at a particular time without being
influenced by subsequent data, especially in light of the assumptions that had
already been made in the reserve estimation process. Third, the investigation
identified that (a) a large number of personnel were responsible for making
reserve estimates and that there was not a consistent or centralized approach
used in the reserve estimation process, including the assumptions used in the
process or the documentation generated in support of these assumptions and (b)
there was a lack of controls over inputs into the reserve data base. As a result
of such factors, the integrity of the data could not be reasonably relied upon
for a detailed re-engineering of reserves. Finally, the findings of the
independent investigation identified that there was inadequate detailed
historical, technical documentation to support the booking of certain reported
reserves. Consequently, without such detailed documentation, it would be
extremely difficult, and in some cases impossible, to determine with precision
the appropriate time that specific reserves should have been removed from the
proved reserves category.

101

Our reserve restatement methodology resulted in the following revisions to
our proved natural gas and oil reserves (Bcfe) (Unaudited):

The restatement of our proved reserves also impacted previously reported
items in our supplemental information on our natural gas and oil activities,
including the classification of costs incurred in natural gas and oil activities
between exploration or development cost. For a further discussion of our natural
gas and oil reserves, see Note 30, Supplemental Natural Gas and Oil Operations.

Production and Certain Other Hedges. As stated above, we entered a series
of derivative transactions related to a substantial portion of our anticipated
natural gas production and certain other derivative transactions. These
transactions included: (i) our Production and Pipeline segment affiliated hedges
with our Merchant Energy segment; (ii) Merchant Energy's identical transaction
with a third party (the hedge transaction); and (iii) Merchant Energy's
offsetting transaction with the same third party (the offsetting transaction).
Our historical accounting for derivative transactions (i) and (ii) above was to
defer their income statement impacts until settlement of the underlying
transactions. The impacts of Merchant Energy's offsetting transactions (positive
or negative) were reflected in our income statement on a mark-to-market basis.
Over the period from 1999 to September 30, 2003, we recognized a total of
approximately $499 million, before taxes, of mark-to-market income related to
the offsetting transactions while deferring a similar loss in accumulated other
comprehensive income on the hedges. To restate our historical results, we
reversed amounts deferred in accumulated other comprehensive income related to
the hedges and reflected them on a mark-to-market basis in our income statement
for each period. On a consolidated level, the effect of reversing these amounts
out of accumulated other comprehensive income and into the income statement in
each period did not have a material impact in that reported period's
consolidated stockholders' equity. However, it did affect reported income or
loss in each period. In addition, the loss of hedge accounting in historical
periods affected our ceiling test calculations in those periods, resulting in
additional losses. For a further discussion of the impacts of this restatement,
see discussion below.

On our business segments, we evaluated whether the affected segments should
reflect the affiliated transaction between Production and Merchant Energy in
their individual segment results or whether we should conclude that since these
derivatives did not qualify as hedges at a consolidated reporting level, they
should not be reported as hedges at the individual segment level. We concluded
that had we known the original transactions would not have qualified as hedges
for consolidated reporting purposes, we would not have entered into the original
transactions. Accordingly, for presenting our individual segment results, we
reversed the impacts of the transactions that did not qualify as hedges for
consolidated purposes. See Note 26 for a presentation of restated historical
segment results.

102

Financial Impact of Restatement

The total cumulative impact of the restatements that affected our
stockholders' equity as of September 30, 2003 was a reduction of approximately
$2.4 billion, which includes a reduction in beginning stockholders' equity as of
January 1, 2001 of approximately $2.0 billion.

The overall financial increase/(decrease) on stockholders' equity of these
restatements as of each year end was as follows (in billions):

- ---------------

(1) The adjustments as of December 31, 2000 represent our opening retained
earnings adjustment on January 1, 2001. As to the reserve restatement, this
amount represents the impact of reserve revisions in 2000 and prior years,
while the adjustment for hedges relates primarily to mark to market losses
during 2000.

As to the individual financial statement line items, our historical
financial statements for the years ended December 31, 2002 and 2001, for each of
the quarters in those years and for each quarter and the first nine months of
2003 reflect the effects of the restatement on (i) the calculation of our
historical depletion expense and its effect on our cumulative effect of
accounting changes for our asset retirement obligations, (ii) the amount of our
quarterly full cost ceiling test charges on amounts capitalized in our natural
gas and oil full cost pools, (iii) the amounts of gains or losses recorded on
long-lived assets sold, (iv) the amount of mark-to-market income recognized as
revenues in each period, and (v) the impact of income taxes. We did not amend
our annual report on Form 10-K for the years ended December 31, 2002 and 2001,
or our quarterly reports on Form 10-Q for any periods prior to December 31,
2003, and the financial statements and related financial information contained
in those reports should no longer be relied upon. A summary of the effects of
the restatements on reported amounts for the years ended December 31, 2002 and
2001, and for the quarterly periods during the three year periods ended December
31, 2003 is presented below. The quarterly period information for 2001 is being
provided for supplemental purposes only. Also, the information in the quarterly
data below represents only those income statement and balance sheet line items
affected by the restatement. For additional supplemental quarterly information,
see Note 29, Supplemental Selected Quarterly Financial Information (Unaudited).

103

- ---------------

(1) Ceiling test charges for each period were calculated based on a comparison
of the overall capitalized costs to the estimated future cash flows from
reserves using our restated reserve levels at then current prices and
adjusting these cash flows for the impact of qualifying hedges. These
calculations were performed quarterly for each period restated.

(2) The impact on stockholders' equity for the year ended December 31, 2001
includes the restatement impacts on operating revenues, depreciation,
depletion and amortization, ceiling test charges and accumulated other
comprehensive income (loss) during that year, as well as the adjustment to
opening retained earnings for the effects of the restatement on years prior
to 2001.

(3) The cumulative effect of transition adjustment recorded to accumulated other
comprehensive income (loss) associated with the adoption of SFAS No. 133 on
January 1, 2001 was originally reported as $1,280 million and is reported in
these restated financial statements as $647 million.

- ---------------

(1) Our "as reported" depreciation, depletion and amortization, operating income
(loss), income taxes (benefit), net loss and basic and diluted loss per
common share from continuing operations differ from those amounts originally
included in our March 31, 2003 Form 10-Q by $(1) million, $257 million,
$(28) million and $0.38 per share due to reclassifications of our petroleum
markets business as discontinued operations and other minor
reclassifications, which had no impact on previously reported net income or
stockholders' equity.

104

The restatement of our historical reserve estimates, our historical
financial information derived from those estimates and the restatement
associated with our production hedges and certain other derivative transactions
resulted in a delay in the filing of our annual financial statements for the
year ended December 31, 2003, and resulted or will result in a delay in the
filing of our Forms 10-Q for the quarterly periods ended March 31, 2004, June
30, 2004 and September 30, 2004. Furthermore, these restatements, and ongoing
reviews and investigations by the SEC, the U.S. Attorney and other regulators
into these restatements, could further limit or delay our ability to quickly
access the capital markets in the near term. Finally, two of our wholly owned
subsidiaries, El Paso CGP Company and El Paso Production Holding Company, were
also impacted by the restatement for reserve revisions and their historical
results were also restated and El Paso Production Holding Company was restated
for certain of the derivative transactions.

The restatement will result in a lower depletion rate and reduced exposure
to ceiling test charges in the future than would have been the case absent the
restatement. In addition, the restatement did not have any impact on our
consolidated cash flows.

LIQUIDITY

Business Update

The year ended December 31, 2003 was a year of significant change in our
business strategy and our financial condition. In late 2002, we designed a plan
to realign our businesses and to take advantage of our core competencies, to
significantly reduce our outstanding liabilities and to improve our liquidity.
While our credit ratings continued to be below investment grade throughout 2003,
we made significant progress in the areas outlined in that plan by:

- completing or announcing sales of assets and investments of approximately
$6.6 billion in 2003 and into 2004 (see Note 4);

- completing financing transactions of approximately $3.8 billion as of
December 31, 2003 (see Note 20);

- retiring or refinancing approximately $7.0 billion of maturing debt,
other obligations and preferred securities ($5.8 billion as of December
31, 2003), including:

- retiring long-term debt of $3.7 billion ($2.8 billion as of December
31, 2003) (see Note 20);

- repaying $900 million of outstanding amounts under our $3 billion
revolving credit facility (net repayments of $650 million as of
December 31, 2003) (see Note 20);

- redeeming $980 million of obligations under our Trinity River
financing arrangement with proceeds from a $1.2 billion term loan, and
then refinancing that term loan to eliminate its 2004 and 2005
amortization requirements (see Note 21);

105

- eliminating a $1 billion financial obligation through the purchase and
consolidation of the third-party equity interests in our Gemstone and
Chaparral power investments (see Note 3);

- redeeming preferred interests in Coastal Securities Company Limited
for $100 million (see Note 21);

- exchanging common stock and cash for 53 percent of our outstanding
equity security units which reduced our outstanding debt balances by
approximately $303 million (see Note 24); and

- finalizing the Western Energy Settlement, which substantially resolved
our principal exposure relating to the western energy crisis and raising
funds to satisfy a significant portion of our obligations under this
settlement (see Notes 6 and 22).

In mid-2003, we began to work on a Long-Range Plan, which we publicly
presented on December 15, 2003. This plan, among other things, defined our core
businesses, established a timeline for further debt reductions and sales of
non-core businesses and assets and set financial goals for the future.

Liquidity Update

As discussed above, we restated our historical financial statements to
reflect a reduction in our historically reported proved natural gas and oil
reserves and to revise the manner in which we accounted for certain hedges
primarily associated with our anticipated natural gas production.

We believe that a material restatement of our financial statements would
have constituted events of default under our $3 billion revolving credit
facility and various other financing transactions; specifically under the
provisions of these arrangements related to representations and warranties on
the accuracy of our historical financial statements and on our debt to total
capitalization ratio. During 2004, we received several waivers on our $3 billion
revolving credit facility and various other financing transactions to address
these issues. These waivers continue to be effective. We also received an
extension with various lenders until November 30, 2004 to file our first and
second quarter 2004 Forms 10-Q, which we expect to meet. If we are unable to
file these Forms 10-Q by that date and are not able to negotiate an additional
extension of the filing deadline, our $3 billion revolving credit facility and
various other transactions could be accelerated. As part of obtaining these
waivers, we also amended various provisions of the $3 billion revolving credit
facility, including provisions related to events of default and limitations on
our ability as well as that of our subsidiaries, to repay indebtedness scheduled
to mature after June 30, 2005. Based upon a review of the covenants contained in
our indentures and the financing agreements of our other outstanding
indebtedness, the acceleration of our $3 billion revolving credit facility could
constitute an event of default under some of our other debt agreements. In
addition, three of our subsidiaries have indentures associated with their public
debt that contain $5 million cross-acceleration provisions.

We have a $3 billion revolving credit facility that matures on June 30,
2005. The facility is collateralized by our equity interests in TGP, EPNG, ANR,
CIG, Southern Gas Storage Company, ANR Storage Company and our Series A common
units and Series C units in Gulf Terra. We are in the process of negotiating the
refinancing of this facility and currently expect to be successful in obtaining
this refinancing. Our cash sources as of June 30, 2004 include our available
capacity under our revolving credit facility. In the event we are unable to
refinance our existing $3 billion revolving credit facility by June 30, 2005, we
would be obligated to repay the outstanding amounts, and make alternative
arrangements for the letters of credit issued pursuant to this credit facility.
As of June 30, 2004, we had borrowed $600 million and had approximately $1.1
billion of letters of credit issued under this credit facility.

Although we expect to successfully refinance all or a portion of our
existing $3 billion revolving credit facility, if we were unsuccessful, we
believe we could adjust our planned capital expenditures and increase our
planned asset sales to meet any shortfall in liquidity and at the same time
provide for the operations of El Paso. Further, if we were required to repay our
obligations under the $3 billion revolving credit facility, some of the assets
that currently collateralize this facility, including our equity interests in
TGP, EPNG, ANR, CIG, Southern Gas Storage Company, ANR Storage Company and some
of our Series A common units in GulfTerra, would become available to support new
financing transactions. Although we cannot guarantee the
106

outcome of future events, we believe that this available collateral would be
adequate to provide financing sufficient to meet our liquidity needs.

Various other financing arrangements entered into by us and our
subsidiaries, including El Paso CGP and El Paso Production Holding Company,
include covenants that require us to file financial statements within specified
time periods. Non-compliance with such covenants does not constitute an
automatic event of default. Instead, such agreements are subject to acceleration
when the indenture trustee or the holders of at least 25 percent of the
outstanding principal amount of any series of debt provides notice to the issuer
of non-compliance under the indenture. In that event, the non-compliance can be
cured by filing financial statements within specified periods of time (between
30 and 90 days after receipt of notice depending on the particular indenture) to
avoid acceleration of repayment. The holders of El Paso Production Holding
Company's debt obligations waived the financial filing requirements through
December 31, 2004. The filing of our first and second quarter 2004 Forms 10-Q
for these subsidiaries will cure the events of non-compliance resulting from our
failure to file financial statements on these subsidiaries. In addition, neither
we nor any of our subsidiaries have received a notice of the default caused by
our failure to file our financial statements or the financial statements of our
subsidiaries also impacted by the restatement. In the event of an acceleration,
we may be unable to meet our payment obligations with respect to the related
indebtedness.

Furthermore, a material restatement of our financial statements for the
period ended December 31, 2001 could cause a default under the financing
agreements entered into in connection with our $950 million Gemstone notes due
October 31, 2004. Currently, $748 million of Gemstone notes are outstanding.
However, we currently expect to repay these notes in full upon their maturity on
October 31, 2004.

Our subsidiaries are a significant potential source of liquidity to us, and
they participate in our overall cash management program to the extent they are
permitted under their financing agreements and indentures. Under the cash
management program, depending on whether a participating subsidiary has
short-term cash surpluses or requirements, we either provide cash to it or it
provides cash to us. If we were to incur an event of default under our credit
facilities, we would be unable to obtain cash from our pipeline subsidiaries,
which are the primary source of cash under this program. Currently, one of our
subsidiaries, CIG, is not advancing funds to us via our cash management program
due to its expected cash needs. In addition, our ownership in a number of our
subsidiaries and investments serve as collateral under our revolving credit
facility and our other borrowings. If the lenders under the credit facility or
those other borrowings were to exercise their rights to this collateral, we
could be required to liquidate these investments.

If, as a result of the events described above, we were subject to voluntary
or involuntary bankruptcy proceedings, our creditors could attempt to make
claims against our subsidiaries, including claims to substantively consolidate
those subsidiaries. We believe that claims to substantively consolidate our
subsidiaries would be without merit. However, there is no assurance that our
creditors would not advance such a claim in a bankruptcy proceeding. If our
creditors were able to substantively consolidate our subsidiaries in a
bankruptcy proceeding, it could have a material adverse effect on our financial
condition and our liquidity.

Despite the events described above, we believe we will be able to meet our
liquidity and cash needs for the remainder of 2004 and through June 2005 through
a combination of sources, including cash on hand, cash generated from our
operations, borrowings under our $3 billion revolving credit facility, proceeds
from asset sales, reduction of discretionary capital expenditures and the
possible issuance of long-term debt, and common or preferred equity securities.
However, a number of factors could influence our liquidity sources, as well as
the timing and ultimate outcome of our ongoing efforts and plans.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our consolidated financial statements include the accounts of all
majority-owned, controlled subsidiaries after the elimination of all significant
intercompany accounts and transactions. Our results for all periods presented
reflect our petroleum markets and coal mining businesses as discontinued
operations. Additionally,

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our financial statements for prior periods include reclassifications that were
made to conform to the current year presentation. Those reclassifications did
not impact our reported net income or stockholders' equity.

Principles of Consolidation

We consolidate entities when we have the ability to control the operating
and financial decisions and policies of that entity. Where we can exert
significant influence over, but do not control, those policies and decisions, we
apply the equity method of accounting. We use the cost method of accounting
where we are unable to exert significant influence over the entity. The
determination of our ability to control or exert significant influence over an
entity involves the use of judgment of the extent of our control or influence
and that of the other equity owners or participants of the entity. Discussed in
New Accounting Pronouncements Issued But Not Yet Adopted is a standard that,
once effective, will impact our consolidation principles.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the U.S. requires the use of estimates and
assumptions that affect the amounts we report as assets, liabilities, revenues
and expenses and our disclosures in these financial statements. Actual results
can, and often do, differ from those estimates.

Accounting for Regulated Operations

Our interstate natural gas pipelines and storage operations are subject to
the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and
the Natural Gas Policy Act of 1978. Of our regulated pipelines, TGP, EPNG, SNG
and MPC follow the regulatory accounting principles prescribed under Statement
of Financial Accounting Standards (SFAS) No. 71, Accounting for the Effects of
Certain Types of Regulation. ANR, CIG and WIC discontinued the application of
SFAS No. 71 in 1996. The accounting required by SFAS No. 71 differs from the
accounting required for businesses that do not apply its provisions.
Transactions that are generally recorded differently as a result of applying
regulatory accounting requirements include the capitalization of an equity
return component on regulated capital projects, postretirement employee benefit
plans, and other costs included in, or expected to be included in, future rates.
In the fourth quarter of 2003, CIG and WIC began re-applying the provisions of
SFAS No. 71 (see Note 17 for a further discussion).

We perform an annual review to assess the applicability of the provisions
of SFAS No. 71 to our financial statements, the outcome of which could result in
the re-application of this accounting in some of our regulated systems or the
discontinuance of this accounting in others.

Cash and Cash Equivalents

We consider short-term investments with an original maturity of less than
three months to be cash equivalents.

We maintain cash on deposit with banks and insurance companies that is
pledged for a particular use or restricted to support a potential liability. We
classify these balances as restricted cash in other current or non-current
assets in our balance sheet based on when we expect this cash to be used. As of
December 31, 2003, we had $590 million of restricted cash in current assets and
$349 million in other non-current assets and as of December 31, 2002, we had
$124 million of restricted cash in current assets and $212 million in other
non-current assets. Of the 2003 amounts, $468 million was related to funds
escrowed for our Western Energy Settlement discussed in Note 6.

Allowance for Doubtful Accounts

We establish provisions for losses on accounts and notes receivable and for
natural gas imbalances due from shippers and operators if we determine that we
will not collect all or part of the outstanding balance. We

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regularly review collectibility and establish or adjust our allowance as
necessary using the specific identification method.

Inventory

Our inventory consists of spare parts, natural gas in storage, optic fiber
and power turbines. We classify all inventory as current or non-current based on
whether it will be sold or used in the normal operating cycle of the assets, to
which it relates, which is typically within the next twelve months. We use the
average cost method to account for our inventories. We value all inventory at
the lower of its cost or market value.

Property, Plant and Equipment

Our property, plant and equipment is recorded at its original cost of
construction or, upon acquisition, at the fair value of the assets acquired. We
capitalize direct costs, such as labor and materials, and indirect costs, such
as overhead, interest and in our regulated businesses that apply the provisions
of SFAS No. 71, an equity return component. We capitalize the major units of
property replacements or improvements and expense minor items. Included in our
pipeline property balances are additional acquisition costs, which represent the
excess purchase costs associated with purchase business combinations allocated
to our regulated interstate systems. These costs are amortized on a
straight-line basis, and we do not recover these excess costs in our rates. The
following table presents our property, plant and equipment by type, depreciation
method and depreciable lives:

- ---------------

(1) For our regulated interstate systems that apply SFAS No. 71, we use the
composite (group) method to depreciate property, plant and equipment. Under
this method, assets with similar useful lives and other characteristics are
grouped and depreciated as one asset. We apply the depreciation rate
approved in our rate settlements to the total cost of the group until its
net book value equals its salvage value. We re-evaluate depreciation rates
each time we redevelop our transportation rates when we file with the FERC
for an increase or decrease in rates.

When we retire regulated property, plant and equipment accounted for under
SFAS No. 71, we charge accumulated depreciation and amortization for the
original cost, plus the cost to remove, sell or dispose, less its salvage value.
We do not recognize a gain or loss unless we sell an entire operating unit. We
include gains or losses on dispositions of operating units in income. When we
retire regulated property, plant and equipment not accounted for under SFAS No.
71 and non-regulated properties, we reduce property, plant and equipment for its
original cost, less accumulated depreciation and salvage value, with any
remaining gain or loss recorded in income.

We capitalize a carrying cost on funds invested in our construction of
long-lived assets. This carrying cost consists of (i) an interest cost on the
investment financed by debt, which applies to both regulated and non-regulated
transmission businesses and (ii) a return on the investment financed by equity,
which only applies to regulated transmission businesses that apply SFAS No. 71.
The debt portion is calculated based on the average cost of debt. Interest cost
on debt amounts capitalized during the years ended December 31, 2003, 2002 and
2001, were $34 million, $32 million and $63 million. These amounts are included
as a reduction of interest expense in our income statements. The equity portion
is calculated using the most recent FERC

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approved equity rate of return. Equity amounts capitalized during the years
ended December 31, 2003, 2002 and 2001 were $19 million, $8 million and $8
million. These amounts are included as other non-operating income on our income
statement. Capitalized carrying costs for debt and equity-financed construction
are reflected as an increase in the cost of the asset on our balance sheet.

Asset Impairments

We apply the provisions of SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, to account for asset impairments. Under this
standard, we evaluate an asset for impairment when events or circumstances
indicate that its carrying value may not be recovered. These events include
market declines, changes in the manner in which we intend to use an asset,
decisions to sell an asset and adverse changes in the legal or business
environment such as adverse actions by regulators. When an event occurs, we
evaluate the recoverability of the asset's carrying value based on its ability
to generate future cash flows on an undiscounted basis. When we decide to exit
or sell a long-lived asset or group of assets, we adjust the carrying value of
these assets downward, if necessary, to the estimated sales price, less costs to
sell. Our fair value estimates are continually updated and are generally based
on market data obtained through the sales process and an analysis of expected
discounted cash flows. The magnitude of any impairments are impacted by a number
of factors, including the nature of the assets to be sold and our established
time frame for completing the sales, among other factors. We also reclassify the
asset or assets as either held-for-sale or as discontinued operations, depending
on, among other criteria, whether we will have any continuing involvement in the
cash flows of those assets after they are sold.

Natural Gas and Oil Properties

We use the full cost method to account for our natural gas and oil
properties. Under the full cost method, substantially all productive and
nonproductive costs incurred in connection with the acquisition, development and
exploration of natural gas and oil reserves are capitalized. These capitalized
amounts include the costs of all unproved properties, internal costs directly
related to acquisition, development and exploration activities, asset retirement
costs and capitalized interest. This method differs from the successful efforts
method of accounting for these activities. The primary differences between these
two methods are the treatment of exploratory dry hole costs. These costs are
generally expensed under successful efforts when the determination is made that
measurable reserves do not exist. Geological and geophysical costs are also
expensed under the successful efforts method. Under the full cost method, both
dry hole costs and geological and geophysical costs are capitalized into the
full cost pool, which is then periodically assessed for recoverability as
discussed below.

We amortize capitalized costs using the unit of production method over the
life of our proved reserves. Capitalized costs associated with unproved
properties are excluded from the amortizable base until these properties are
evaluated. Future development costs and dismantlement, restoration and
abandonment costs, net of estimated salvage values, are included in the
amortizable base. Beginning January 1, 2003, we began capitalizing asset
retirement costs associated with proved developed natural gas and oil reserves
into our full cost pool, pursuant to the adoption of SFAS No. 143, Accounting
for Asset Retirement Obligations as discussed below.

Our capitalized costs, net of related income tax effects, are limited to a
ceiling based on the present value of future net revenues using end of period
spot prices discounted at 10 percent, plus the lower of cost or fair market
value of unproved properties, net of related income tax effects. If these
discounted revenues are not equal to or greater than total capitalized costs, we
are required to write-down our capitalized costs to this level. We perform this
ceiling test calculation each quarter. Any required write-downs are included in
our income statement as a ceiling test charge. Our ceiling test calculations
include the effects of derivative instruments we have designated as, and that
qualify as, cash flow hedges of our anticipated future natural gas and oil
production.

When we sell or convey interests (including net profits interests) in our
natural gas and oil properties, we reduce our reserves for the amount
attributable to the sold or conveyed interest. We do not recognize a gain or
loss on sales of our natural gas and oil properties, unless those sales would
significantly alter the relationship

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between capitalized costs and proved reserves. We treat sales proceeds on
non-significant sales as an adjustment to the cost of our properties.

Goodwill and Other Intangible Assets

Our intangible assets consist of goodwill resulting from acquisitions and
other intangible assets. We apply SFAS No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets, to account for these intangibles.
Under these standards, we recognize goodwill separately from other intangible
assets. In addition, goodwill and intangibles that have indefinite lives are not
amortized. Also, goodwill and indefinite lived intangible assets are
periodically tested for impairment, at least annually, and whenever an event
occurs that indicates that an impairment may have occurred. We adopted these
standards on January 1, 2002 and stopped amortizing goodwill, and reported a
pretax and after-tax gain of $154 million as a cumulative effect of accounting
change in 2002 for the elimination of negative goodwill.

The net carrying amounts of our goodwill as of December 31, 2003 and 2002,
and the changes in the net carrying amounts of goodwill for the years ended
December 31, 2003 and 2002 for each of our segments are as follows:

In May 2003, our Merchant Energy segment recorded $22 million of goodwill
in connection with the acquisition of Chaparral. In December 2003, our Board of
Directors approved the sale of a significant number of Chaparral's power plants,
and based on the bids received we determined that the goodwill recorded on
Chaparral was not recoverable and we fully impaired the related $22 million of
goodwill. In this segment, we also disposed of $42 million of goodwill related
to the sale of our financial services businesses. During 2002, Merchant Energy
impaired $44 million of goodwill associated with its financial services
businesses. This impairment resulted from the combined effects of weak industry
conditions and our decision not to invest further capital in those businesses.

We also impaired $163 million of goodwill in 2003 related to our
telecommunications business in our corporate activities due to weak industry
conditions. Our Production segment also impaired $75 million of goodwill in 2003
which resulted from its decision to reduce its involvement in its Canadian
production operations.

Our other intangible assets consist of customer lists, our general
partnership interest in GulfTerra and other miscellaneous intangible assets. We
amortize all intangible assets on a straight-line basis over their estimated
useful life excluding our excess investment in our general partnership interest
in GulfTerra which

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has been determined to have an indefinite life. The following are the gross
carrying amounts and accumulated amortization of our other intangible assets as
of December 31:

Amortization expense of our intangible assets subject to amortization was
$9 million for each of the years ended December 31, 2003 and 2002. For the year
ended December 31, 2001, amortization of all intangible assets, including
goodwill, was $55 million. Based on the current amount of intangible assets
subject to amortization, our estimated amortization expense is approximately $1
million for each of the next five years. These amounts may vary as a result of
future acquisitions, dispositions and any recorded impairments.

The following table presents our loss before extraordinary items and the
cumulative effect of accounting changes, net income and basic and diluted
earnings per common share for the year ended December 31, 2001, as if goodwill
and other indefinite-lived intangibles had not been amortized during that year
compared to results as actually reported:

Pension and Other Postretirement Benefits

We maintain several pension and other postretirement benefit plans. These
plans require us to make contributions to fund the benefits to be paid out under
the plans. These contributions are invested until the benefits are paid out to
plan participants. We record benefit expense related to these plans in our
income statement. This benefit expense is a function of many factors including
benefits earned during the year by plan participants (which is a function of the
employee's salary, the level of benefits provided under the plan,

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actuarial assumptions, and the passage of time), expected return on plan assets
and recognition of certain deferred gains and losses as well as plan amendments.

We compare the benefits earned, or the accumulated benefit obligation, to
the plan's fair value of assets on an annual basis. To the extent the plan's
accumulated benefit obligation exceeds the fair value of plan assets, we record
a minimum pension liability in our balance sheet equal to the difference in
these two amounts. We do not record an additional minimum liability if it is
less than the liability already accrued for the plan. If this difference is
greater than the pension liability recorded on our balance sheet, however, we
record an additional liability and an amount to other comprehensive loss, net of
income taxes, on our financial statements.

Revenue Recognition

Our business segments provide a number of services and sell a variety of
products. Our revenue recognition policies by segment are as follows:

Pipelines revenues. Our Pipelines segment derives revenues primarily from
transportation and storage services. We also derive revenue from sales of
natural gas. For our transportation and storage services, we recognize
reservation revenues on firm contracted capacity over the contract period
regardless of the amount that is actually used. For interruptible or volumetric
based services and for revenues under natural gas sales contracts, we record
revenues when we complete the delivery of natural gas to the agreed upon
delivery point and when natural gas is injected or withdrawn from the storage
facility. Revenues in all services are generally based on the thermal quantity
of gas delivered or subscribed at a price specified in the contract or tariff.
We are subject to FERC regulations and, as a result, revenues we collect may be
refunded in a final order of a pending or future rate proceeding or as a result
of a rate settlement. We establish reserves for these potential refunds.

Production revenues. Our Production segment derives revenues primarily
through physical sales of natural gas, oil and natural gas liquids produced.
Revenues from sales of these products are recorded upon the passage of title
using the sales method, net of any royalty interests or other profit interests
in the produced product. When actual natural gas sales volumes exceed our
entitled share of sales volumes, an overproduced imbalance occurs. To the extent
the overproduced imbalance exceeds our share of the remaining estimated proved
natural gas reserves for a given property, we record a liability. Costs
associated with the transportation and delivery of production are included in
cost of sales.

Field Services revenues. Our Field Services segment derives revenues
primarily from gathering and processing services and through the sale of
commodities that are retained from providing these services. There are two
general types of services: fee-based and make-whole. For fee-based services we
recognize revenues at the time service is rendered based upon the volume of gas
gathered, treated or processed at the contracted fee. For make-whole services,
our fee consists of retainage of natural gas liquids and other by-products that
are a result of processing, and we recognize revenues on these services at the
time we sell these products, which generally coincides with when we provide the
service.

Merchant Energy revenues. Our Merchant Energy segment derives revenues
from physical sales of natural gas and power and the management of its
derivative contracts. Our derivative transactions are recorded at their fair
value, and changes in their fair value are reflected in operating revenues. See
a discussion of our income recognition policies on derivatives below under Price
Risk Management Activities. Revenues on physical sales are recognized at the
time the commodity is delivered and are based on the volumes delivered and the
contractual or market price.

Corporate. Revenue producing activities in our corporate operations
primarily consist of revenues from our telecommunications business. We recognize
revenues for our metro transport, collocation and cross-connect services in the
month that the services are actually used by the customer.

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Environmental Costs and Other Contingencies

We record liabilities when our environmental assessments indicate that
remediation efforts are probable, and the costs can be reasonably estimated. We
recognize a current period expense for the liability when clean-up efforts do
not benefit future periods. We capitalize costs that benefit more than one
accounting period, except in instances where separate agreements or legal or
regulatory guidelines dictate otherwise. Estimates of our liabilities are based
on currently available facts, existing technology and presently enacted laws and
regulations taking into consideration the likely effects of other societal and
economic factors, and include estimates of associated legal costs. These amounts
also consider prior experience in remediating contaminated sites, other
companies' clean-up experience and data released by the EPA or other
organizations. These estimates are subject to revision in future periods based
on actual costs or new circumstances and are included in our balance sheet in
other current and long-term liabilities at their undiscounted amounts. We
evaluate recoveries from insurance coverage or government sponsored programs
separately from our liability and, when recovery is assured, we record and
report an asset separately from the associated liability in our financial
statements.

We recognize liabilities for other contingencies when we have an exposure
that, when fully analyzed, indicates it is both probable that an asset has been
impaired or that a liability has been incurred and the amount of impairment or
loss can be reasonably estimated. Funds spent to remedy these contingencies are
charged against a reserve, if one exists, or expensed. When a range of probable
loss can be estimated, we accrue the most likely amount or at least the minimum
of the range of probable loss.

Price Risk Management Activities

Our price risk management activities consist of the following activities:

- derivatives entered into to hedge the commodity, interest rate and
foreign currency exposures primarily on our natural gas and oil
production and our long-term debt;

- derivatives related to our power contract restructuring business; and

- derivatives related to our trading activities that we historically
entered into with the objective of generating profits from exposure to
shifts or changes in market prices.

We account for all derivative instruments under SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities. Under SFAS No. 133,
derivatives are reflected in our balance sheet at their fair value as assets and
liabilities from price risk management activities. We classify our derivatives
as either current or non-current assets or liabilities based on their
anticipated settlement date. We net derivative assets and liabilities for
counterparties where we have a legal right of offset. On January 1, 2001, we
adopted SFAS No. 133 and recorded a cumulative-effect adjustment of $647 million
(restated -- see Note 1), net of income taxes, in accumulated other
comprehensive income (loss) to recognize the fair value of all derivatives
designated as hedging instruments on that date. The majority of the initial
cumulative-effect adjustment related to cash flow hedges on anticipated sales of
natural gas. During the year ended December 31, 2001, $602 million
(restated -- see Note 1), net of income taxes, of this initial adjustment was
reclassified to earnings as a result of completed sales and purchases during
that year. See Note 15 for a further discussion of our price risk management
activities.

Prior to 2002, we also accounted for other non-derivative contracts, such
as transportation and storage capacity contracts and physical natural gas
inventories and exchanges, that were used in our energy trading business at
their fair values under Emerging Issues Task Force (EITF) Issue No. 98-10,
Accounting for Contracts Involved in Energy Trading and Risk Management
Activities. In 2002, we adopted EITF Issue No. 02-3, Issues Related to
Accounting for Contracts Involving Energy Trading and Risk Management
Activities. As a result, we adjusted the carrying value of these non-derivative
instruments to zero and now account for them on an accrual basis of accounting.
We also adjusted the physical natural gas inventories used in our historical
trading business to their cost (which was lower than market) and our physical
natural gas exchanges to their expected settlement amounts and reclassified
these amounts to inventory and accounts receivable and payable on our balance
sheet. Upon our adoption of EITF Issue No. 02-3, we recorded a loss of
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$343 million ($222 million net of income taxes) as a cumulative effect of an
accounting change in our income statement, of which $118 million was the
adjustment to our natural gas inventories and exchanges and $225 million which
was the adjustment for our other non-derivative instruments.

Our income statement treatment of changes in fair value and settlements of
derivatives depends on the nature of the derivative instrument. Derivatives used
in our hedging activities are reflected as either revenues or expenses in our
income statements based on the nature and timing of the hedged transaction.
Derivatives related to our power contract restructuring activities are reflected
as either revenues (for settlements and changes in the fair values of the power
sales contracts) or expenses (for settlements and changes in the fair values of
the fuel supply agreements). The income statement presentation of our derivative
contracts used in our historical energy trading activities is reported in
revenue on a net basis (revenues net of the expenses of the physically settled
purchases). Net presentation of these historical trading activities began on
July 1, 2002 with our adoption of EITF Issue No. 02-3 and all periods reflect
this presentation. Prior to its adoption, we reflected these activities on a
gross basis (physically settled revenues separate from physically settled
expenses). Upon its adoption, revenues and costs for the year ended December 31,
2001 were revised as follows (in millions):

Gross operating revenues.................................... $ 38,100
Costs reclassified.......................................... (27,886)
--------
Net operating revenues reported in the income statement... $ 10,214
========

In our cash flow statement, cash inflows and outflows associated with the
settlement of our derivative instruments are recognized in operating cash flows,
and any receivables and payables resulting from these settlements are reported
as trade receivables and payables in our balance sheet.

During 2002, we also adopted Derivatives Implementation Group (DIG) Issue
No. C-16, Scope Exceptions: Applying the Normal Purchases and Sales Exception to
Contracts that Combine a Forward Contract and Purchased Option Contract. DIG
Issue No. C-16 requires that if a fixed-price fuel supply contract allows the
buyer to purchase, at their option, additional quantities at a fixed-price, the
contract is a derivative that must be recorded at its fair value. One of our
unconsolidated affiliates, the Midland Cogeneration Venture Limited Partnership,
recognized a gain on one fuel supply contract upon adoption of these new rules,
and we recorded our proportionate share of this gain of $14 million, net of
income taxes, as a cumulative effect of an accounting change in our income
statement.

Income Taxes

We report current income taxes based on our taxable income, and we provide
for deferred income taxes to reflect estimated future tax payments and receipts.
Deferred taxes represent the tax impacts of differences between the financial
statement and tax bases of assets and liabilities and carryovers at each year
end. We account for tax credits under the flow-through method, which reduces the
provision for income taxes in the year the tax credits first become available.
We reduce deferred tax assets by a valuation allowance when, based on our
estimates, it is more likely than not that a portion of those assets will not be
realized in a future period. The estimates utilized in recognition of deferred
tax assets are subject to revision, either up or down, in future periods based
on new facts or circumstances.

We maintain a tax accrual policy to record both regular and alternative
minimum taxes for companies included in our consolidated federal and state
income tax returns. The policy provides, among other things, that (i) each
company in a taxable income position will accrue a current expense equivalent to
its federal and state income taxes, and (ii) each company in a tax loss position
will accrue a benefit to the extent its deductions, including general business
credits, can be utilized in the consolidated returns. We pay all consolidated
U.S. federal and state income taxes directly to the appropriate taxing
jurisdictions and, under a separate tax billing agreement, we may bill or refund
our subsidiaries for their portion of these income tax payments.

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Foreign Currency Transactions and Translation

We record all currency transaction gains and losses in income. These gains
or losses are classified in our income statement based upon the nature of the
transaction that gives rise to the currency gain or loss. For sales and
purchases of commodities or goods, these gains or losses are included in
operating revenue or expense. These gains and losses were insignificant in 2003,
2002 and 2001. For gains and losses arising through equity investees, we record
these gains or losses as equity earnings. For gains or losses on foreign
denominated debt, we include these gains or losses as a component in other
expense. For the years ended December 31, 2003, 2002 and 2001, we recorded net
foreign currency losses of $100 million, $91 million and $10 million primarily
related to currency losses on our Euro-denominated debt. The U.S. dollar is the
functional currency for the majority of our foreign operations. For foreign
operations whose functional currency is deemed to be other than the U.S. dollar,
assets and liabilities are translated at year-end exchange rates and included as
a separate component of accumulated other comprehensive income (loss) in
stockholders' equity. The cumulative currency translation gain (loss) recorded
in accumulated other comprehensive income (loss) was $44 million and $(115)
million at December 31, 2003 and 2002. Revenues and expenses are translated at
average exchange rates prevailing during the year.

Treasury Stock

We account for treasury stock using the cost method and report it in our
balance sheet as a reduction to stockholders' equity. Treasury stock sold or
issued is valued on a first-in, first-out basis. Included in treasury stock at
both December 31, 2003, and 2002, were approximately 1.7 million shares of
common stock held in a trust under our deferred compensation programs.

Stock-Based Compensation

We account for our stock-based compensation plans using the intrinsic value
method under the provisions of Accounting Principles Board Opinion (APB) No. 25,
Accounting for Stock Issued to Employees, and its related interpretations. We
have both fixed and variable compensation plans, and we account for these plans
using fixed and variable accounting as appropriate. Compensation expense for
variable plans, including restricted stock grants, is measured using the market
price of the stock on the date the number of shares in the grant becomes
determinable. This measured expense is amortized into income over the period of
service in which the grant is earned. Our stock options are granted under a
fixed plan at the market value on the date of grant. Accordingly, no
compensation expense is recognized. Had we accounted for our stock option grants
using SFAS No. 123, Accounting for Stock-Based Compensation, rather than APB No.
25, the income (loss) and per share impacts of stock-based compensation on our
financial statements would have been different. The following shows the impact
on net loss and loss per share had we applied SFAS No. 123:

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Accounting for Asset Retirement Obligations

On January 1, 2003, we adopted SFAS No. 143, which requires that we record
a liability for retirement and removal costs of long-lived assets used in our
business. This liability is recorded at its estimated fair value, with a
corresponding increase to property, plant and equipment. This increase in
property, plant and equipment is then depreciated over the remaining useful life
of the long-lived asset to which that liability relates. An ongoing expense is
also recognized for changes in the value of the liability as a result of the
passage of time, which we record in depreciation, depletion and amortization
expense in our income statement. In the first quarter of 2003, we recorded a
charge as a cumulative effect of accounting change of approximately $9 million,
net of income taxes, related to our adoption of SFAS No. 143. We also recorded
property, plant and equipment of $208 million and asset retirement obligations
of $222 million as of January 1, 2003. These amounts have been restated to
reflect the impact of our reserve revisions on the timing of the settlement of
our asset retirement obligations, as described in Note 1. Our asset retirement
obligations are associated with our natural gas and oil wells and related
infrastructure in our Production segment and our natural gas storage wells in
our Pipelines segment. We have obligations to plug wells when production on
those wells is exhausted, and we abandon them. We currently forecast that these
obligations will be met at various times, generally over the next ten years,
based on the expected productive lives of the wells and the estimated timing of
plugging and abandoning those wells. The net asset retirement liability as of
January 1, 2003 and December 31, 2003, reported in other current and non-current
liabilities in our balance sheet, and the changes in the net liability for the
year ended December 31, 2003, were as follows (in millions):

Net asset retirement liability at January 1, 2003........... $222
Liabilities settled in 2003................................. (50)
Accretion expense in 2003................................... 23
Liabilities incurred in 2003................................ 12
Changes in estimate......................................... 13
----
Net asset retirement liability at December 31, 2003.... $220
====

Our changes in estimate represent changes to the expected amount and timing
of payments to settle our asset retirement obligations. These changes primarily
result from obtaining new information about the timing of our obligations to
plug our natural gas and oil wells and the costs to do so. Had we adopted SFAS
No. 143 as of January 1, 2001, our aggregate current and non-current retirement
liabilities on that date would have been approximately $180 million and our
income from continuing operations and net income for the years ended December
31, 2002 and 2001, would have been lower by $13 million in each year. Basic and
diluted earnings per share for the years ended December 31, 2002 and 2001, would
not have been materially affected.

Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity

In May 2003, the Financial Accounting Standards Board (FASB) issued SFAS
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity. This statement provides guidance on the
classification of financial instruments as equity, as liabilities, or as both
liabilities and equity. In particular, the standard requires that we classify
all mandatorily redeemable securities as liabilities in the balance sheet. On
July 1, 2003, we adopted the provisions of SFAS No. 150, and reclassified $625
million of our Capital Trust I and Coastal Finance I preferred interests from
preferred interests of consolidated subsidiaries to long-term financing
obligations in our balance sheet. We also began classifying dividends accrued on
these preferred interests as interest and debt expense in our income statement.
For the year ended December 31, 2003, total dividends were $40 million, of which
$20 million were recorded in interest expense and $20 million were recorded as
distributions on preferred interests in our income statement.

New Accounting Pronouncements Issued But Not Yet Adopted

As of December 31, 2003, there were several accounting standards and
interpretations that had been issued, but not yet adopted by us. Below is a
discussion of a significant standard that will impact us.

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Consolidation of Variable Interest Entities. In January 2003, the FASB
issued Financial Interpretation (FIN) No. 46, Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51. This interpretation defines a
variable interest entity as a legal entity whose equity owners do not have
sufficient equity at risk and/or a controlling financial interest in the entity.
This standard requires a company to consolidate a variable interest entity if it
is allocated a majority of the entity's losses and/or returns, including fees
paid by the entity. In December 2003, the FASB issued FIN No. 46-R, which
amended FIN No. 46 to extend its effective date until the first quarter of 2004
for all types of entities except special purpose entities. In addition, FIN No.
46-R also limited the scope of FIN No. 46 to exclude certain joint ventures or
other entities that meet the characteristics of businesses.

On January 1, 2004, we adopted this standard. Upon adoption, we
deconsolidated a previously consolidated entity, EMA Power Limited, a company
that owns a power generation facility in Hungary, and consolidated Blue Lake Gas
Storage Company, an equity investment that owns the Blue Lake natural gas
storage facility, and several other minor entities. The overall impact of these
consolidations and deconsolidation is described in the following table:

3. ACQUISITIONS AND CONSOLIDATIONS

Acquisitions

During 2003, we acquired the remaining third party interests in our
Chaparral and Gemstone investments and began consolidating them in the first and
second quarters of 2003, respectively. We historically accounted for these
investments using the equity method of accounting. Each of these acquisitions is
discussed below.

Chaparral. We entered into our Chaparral investment in 1999 to expand our
domestic power generation business. Chaparral owned or had interests in 34 power
plants in the United States that have a total generating capacity of 3,470
megawatts (based on Chaparral's interest in the plants). These plants were
primarily concentrated in the Northeastern and Western United States. Chaparral
also owned several companies that own long-term derivative power agreements.

At December 31, 2002, we owned 20 percent of Chaparral and the remaining 80
percent was owned by Limestone Electron Trust (Limestone). During 2003, we paid
$1,175 million to acquire Limestone's 80 percent interest in Chaparral.
Limestone used $1 billion of these proceeds to retire notes that were previously
guaranteed by us. We have reflected Chaparral's results of operations in our
income statement as though we acquired it on January 1, 2003. Had we acquired
Chaparral effective January 1, 2002, the net increases (decreases) to our income
statement for the year ended December 31, 2002, would have been as follows (in
millions):

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During 2003, we recorded an impairment of our investment in Chaparral of
$207 million before income taxes as further discussed in Note 28.

The following table presents our allocation of the purchase price of
Chaparral to its assets and liabilities prior to its consolidation and prior to
the elimination of intercompany transactions. This allocation reflects the
allocation of (i) our purchase price of $1,175 million; (ii) the carrying value
of our initial investment of $252 million; and (iii) the impairment of $207
million (in millions):

Total assets
Current assets............................................ $ 312
Assets from price risk management activities, current..... 190
Investments in unconsolidated affiliates.................. 1,366
Property, plant and equipment, net........................ 519
Assets from price risk management activities,
non-current............................................ 1,089
Goodwill.................................................. 22
Other assets.............................................. 467
------
Total assets......................................... 3,965
------
Total liabilities
Current liabilities....................................... 908
Liabilities from price risk management activities,
current................................................ 19
Long-term debt, less current maturities(1)................ 1,433
Liabilities from price risk management activities,
non-current............................................ 34
Other liabilities......................................... 351
------
Total liabilities.................................... 2,745
------
Net assets.................................................. $1,220
======

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(1) This debt is recourse only to the project, contract or plant to which it
relates.

Our allocation of the purchase price was based on valuations performed by
an independent third party consultant, which were finalized in December 2003
with no significant changes to the initial purchase price allocation. These
valuations were derived using discounted cash flow analyses and other valuation
methods. These valuations indicated that the fair value of the net assets
purchased from Chaparral was less than the purchase price we paid for Chaparral
by $22 million, which we recorded as goodwill in our financial statements. See
Note 2 for a discussion of the subsequent impairment of this goodwill.

Gemstone. We entered into the Gemstone investment in 2001 to finance five
major power plants in Brazil. Gemstone had investments in three power projects
(Macae, Porto Velho and Araucaria) and also owned a preferred interest in two of
our consolidated power projects, Rio Negro and Manaus. In 2003, we acquired the
third-party investor's (Rabobank) interest in Gemstone for approximately $50
million. Gemstone's results of operations have been included in our consolidated
financial statements since April 1, 2003. Had we acquired Gemstone effective
January 1, 2003, our net income and basic and diluted earnings per share for the
year ended December 31, 2003 would not have been affected, but our revenues and
operating income would have been higher by $58 million and $41 million (amounts
unaudited). Had the acquisition been effective January 1, 2002, our 2002 net
income and our basic and diluted earnings per share would not have been
affected, but our revenues and operating income would have been higher by $187
million and $134 million (amounts unaudited).

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Our allocation of the purchase price to the assets acquired and liabilities
assumed upon our consolidation of Gemstone was as follows (in millions):

Fair value of assets acquired
Note and interest receivable.............................. $ 122
Investments in unconsolidated affiliates.................. 892
Other assets.............................................. 3
------
Total assets........................................... 1,017
------

Fair value of liabilities assumed
Note and interest payable................................. 967
------
Total liabilities...................................... 967
------
Net assets acquired......................................... $ 50
======

Our allocation of the purchase price was based on valuations performed by
an independent third party consultant, which were finalized in December 2003
with no significant changes to the initial purchase price allocation. These
valuations were derived using discounted cash flow analyses and other valuation
methods.

Prior to our acquisitions of Chaparral and Gemstone, we had other balances,
including loans and notes with Chaparral and Gemstone, which were eliminated
upon consolidation. As a result, the overall impact on our consolidated balance
sheet from acquiring these investments was different than the individual assets
and liabilities acquired. The overall impact of these acquisitions on our
consolidated balance sheet was an increase in our consolidated assets of $2.1
billion, an increase in our consolidated liabilities of approximately $2.4
billion (including an increase in our consolidated debt of approximately $2.2
billion) and a reduction of our preferred interests in consolidated subsidiaries
of approximately $0.3 billion.

Consolidations

During the second quarter of 2003, we amended several financing and other
agreements in connection with our new $3 billion revolving credit agreement (see
Note 20). These amendments were completed to (i) simplify our capital structure
by eliminating several "off-balance sheet" obligations and replace them with
direct obligations, and (ii) strengthen the overall collateral package available
to our financial lenders. These amendments are discussed below:

Lakeside. We amended an operating lease agreement at our Lakeside
Technology Center to add a guarantee benefiting the party who had invested in
the lessor and to allow the third party and certain lenders to share in the
collateral package that was provided to the banks under our new $3 billion
revolving credit facility. This guarantee reduced the investor's risk of loss of
its investment, resulting in our controlling the lessor. As a result, we
consolidated the lessor. The consolidation of Lakeside Technology Center
resulted in an increase in our property, plant and equipment of approximately
$275 million and an increase in our long-term debt of approximately $275
million. Additionally, upon its consolidation, we recorded an asset impairment
charge of approximately $127 million representing the difference between the
facility's estimated fair value and the residual value guarantee under the
lease. Prior to its consolidation, this difference was being periodically
expensed as part of operating lease expense over the term of the lease.

Aruba. We amended an operating lease at our Aruba facility to provide a
full guarantee to the parties who invested in the lessor and to allow the third
party and certain lenders to share in the collateral package that was provided
to the banks under our new credit facility. This guarantee reduced the
investor's risk of loss of its investment, resulting in our controlling the
lessor. As a result, we consolidated the lessor, increasing our total property,
plant and equipment by $370 million (prior to an impairment charge we recorded
on these assets of $50 million) and increasing our long-term debt by $370
million. As a result of our intent to exit substantially all of our petroleum
markets operations, these leased assets and associated debt were reclassified as
discontinued operations. The sale of the Aruba refinery closed in March 2004 and
the $370 million obligation was repaid with proceeds from the sale.

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Clydesdale. In 2003, we modified our Clydesdale financing arrangement to
convert a third-party investor's (Mustang Investors, L.L.C.) preferred ownership
interest in one of our consolidated subsidiaries into a term loan that matures
in equal quarterly installments through 2005. We also acquired a $10 million
preferred interest in Mustang and guaranteed all of Mustang's equity holder's
obligations. As a result, we consolidated Mustang which increased our long-term
debt by $743 million and decreased our preferred interests of consolidated
subsidiaries by $753 million. The $10 million preferred interest we acquired in
Mustang was eliminated upon its consolidation. In December 2003, we repaid the
remaining Clydesdale debt obligation (see Notes 20 and 21).

4. DIVESTITURES

During 2002, 2003 and 2004, we completed or announced the sale of a number
of assets and investments in each of our business segments as follows:

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(1) Amounts on sales that have been announced or are under contract for sale are
estimates, subject to customary regulatory approvals, final sale
negotiations and other conditions.
(2) These sales were completed in 2004.
(3) The sales of 17 of these plants were completed in 2004.
(4) We sold our ownership interests in UCF in 2004 for $21 million in cash to an
affiliate of Bear Stearns, which also assumed $815 million of UCF debt. We
incurred a loss of approximately $100 million on this sale in 2004.

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(1) Includes $20 million of costs incurred in preparing assets for disposal,
returns of invested capital and cash transferred with the assets sold.

(2) Includes $84 million of proceeds related to the sale of our asphalt
facilities, which includes $39 million of cash, $27 million of accounts and
notes receivable, and the release of $18 million of previously outstanding
liabilities. In December 2003, we recorded a valuation allowance of $17
million on these receivables, reducing them to their net realizable value.
We continue to evaluate the financial condition of the purchaser in order to
determine whether an additional valuation allowance on the receivables is
necessary.

- ---------------

(1) Includes the receipt of $350 million of Series C units, a non-voting class
of the limited partnership interest in GulfTerra, from the sale of assets in
our Field Services segment and $27 million of costs incurred in preparing
assets for disposal, returns of invested capital and cash transferred with
the assets sold.

During the years ended December 31, 2003, 2002 and 2001, our asset
impairments and net realized gain and loss on long-lived assets were $949
million, $185 million and $77 million, and our impairments and net realized loss
on sales of investments were $176 million, $624 million and $46 million. These
gains, losses and asset impairments are discussed in Notes 7 and 28.

For the year ended December 31, 2001, we sold our Midwestern Gas
Transmission system, our Gulfstream pipeline project, our 50 percent interest in
the Stingray and U-T Offshore pipeline systems, and our investments in the
Empire State and Iroquois pipeline systems. Net proceeds from these sales were

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approximately $279 million, and we recognized extraordinary net gains of
approximately $26 million, net of income taxes of approximately $27 million.
These gains were treated as extraordinary since they resulted from a Federal
Trade Commission (FTC) order in connection with our merger in 2001 with Coastal.

Under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, we classify assets being disposed of that have received appropriate
approvals by our management and/or Board of Directors and that have met other
criteria as held for sale or, if appropriate, discontinued operations. As of
December 31, 2003 and 2002, we had $903 million and $31 million of net assets
and liabilities held for sale reflected in our balance sheet. Of the net assets
and liabilities held for sale as of December 31, 2003, $710 million was related
to the announced sales of our domestic power plants and $193 million was related
to the announced sale of our south Texas processing plants and the remaining
domestic power assets that were approved by our Board of Directors for sale in
2003. Our assets held for sale at December 31, 2002 related to $31 million of
gathering assets in our Field Services segment all of which were sold during
2003. The following table details the items that have been reflected as current
assets and liabilities held for sale in our balance sheets as of December 31:

We continue to evaluate assets we may sell or otherwise divest of in the
future. As specific assets are identified for divestiture, we will be required
to record them at the lower of fair value, less selling costs, or historical
cost. This will require us to assess them for possible impairment. These
impairment charges, if any, will generally be based on their estimated fair
value as determined by market data obtained through the divestiture process or
by assessing the probability-weighted cash flows of the asset. For a discussion
of impairment charges incurred on our long-lived assets, see Note 7; for
impairments on discontinued operations, see Note 12; and for impairments on our
investments in unconsolidated affiliates, see Note 28.

5. RESTRUCTURING AND MERGER-RELATED COSTS

Restructuring Costs. As part of our balance sheet and liquidity
enhancement actions taken in 2002 and 2003, we incurred certain organizational
restructuring costs included in operation and maintenance expense. On January 1,
2003, we adopted the provisions of SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities, and recognized restructuring costs applying
the provisions of that standard. Prior to this date, we had recognized
restructuring costs according to the provisions of EITF Issue No. 94-3,
Liability

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Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity. By segment, our restructuring costs in 2003 and 2002 were as follows:

The 2003 restructuring costs were incurred as part of our ongoing liquidity
enhancement and cost reduction efforts. Employee severance costs included
severance payments and costs for pension benefits settled and curtailed under
existing benefit plans. During 2003, we eliminated approximately 900 full-time
positions from our continuing businesses and approximately 1,800 positions
related to businesses we discontinued. Of the $76 million employee severance
costs in our continuing businesses, $54 million were paid as of December 31,
2003. In addition, substantially all of the costs related to our discontinued
operations, which totaled $12 million, were paid as of December 31, 2003. As of
June 30, 2004, we incurred an additional $33 million of employee severance costs
as part of our ongoing liquidity enhancement and cost reduction efforts. Our
contract termination and other costs included charges of approximately $44
million related to amounts paid for cancelling or restructuring our obligations
to charter a fifth ship to transport LNG from supply areas to domestic and
international market centers.

During 2002, we completed an employee restructuring across all of our
operating segments which resulted in a reduction of approximately 900 full-time
positions through terminations. As a result of these actions, we incurred $37
million of employee severance and termination costs, which have been paid. We
also incurred and paid fees of $40 million to eliminate stock price and credit
rating triggers related to our Chaparral and Gemstone investments.

Merger-Related Costs. During 2001, we incurred merger-related costs in
connection with our Coastal merger as follows:

Employee severance, retention and transition costs include direct payments
to, and benefit costs for, severed employees and early retirees that occurred as
a result of our merger-related workforce reduction and consolidation. Following
the Coastal merger, we completed an employee restructuring across all of our
operating segments, resulting in the reduction of 3,285 full-time positions
through a combination of early retirements and terminations. As a result of
these actions, employee severance, retention and transition costs for 2001 were
approximately $822 million, which included $214 million of pension and
post-retirement benefits which will be paid over the applicable benefit periods
of the terminated and retired employees and a charge of $278 million resulting
from the issuance of approximately 4 million shares of common stock on the date
of the Coastal merger in exchange for the fair value of Coastal employees' and
directors' stock options

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and restricted stock. A total of 339 employees and 11 directors received these
shares. All other costs were expensed and paid as incurred.

Transaction costs include investment banking, legal, accounting, consulting
and other advisory fees incurred to obtain federal and state regulatory
approvals and take other actions necessary to complete our mergers. All of these
costs were expensed and paid as incurred.

Business and operational integration costs include charges to consolidate
facilities and operations of our business segments. Total charges in 2001 were
$383 million, which primarily included: (i) $153 million related to a charge
from a mark-to-market loss on an energy-related contract for transportation
capacity on the Alliance Pipeline, (ii) $15 million of incremental fees under
software and seismic license agreements which were recorded in our Production
segment, (iii) $222 million of estimated lease-related costs to relocate our
pipeline operations from Detroit, Michigan to Houston, Texas and from El Paso,
Texas to Colorado Springs, Colorado. The lease-related costs were accrued at the
time we completed our relocations and closed these offices and will be paid over
the term of the applicable non-cancelable lease agreements. All other costs were
expensed and paid as incurred.

Other costs include payments made in satisfaction of obligations arising
from the FTC approval of our merger with Coastal and other miscellaneous
charges. As part of the FTC order related to our merger with Coastal, GulfTerra
was required to sell its interests in seven natural gas pipeline systems, a
dehydration facility and two offshore platforms. Proceeds from the sales of
these assets were approximately $135 million and resulted in a loss to the
partnership of approximately $25 million. As consideration for these sales, we
committed to pay GulfTerra a series of payments totaling $29 million, and were
required to contribute $40 million to a trust related to one of the assets sold
by GulfTerra. We expensed this commitment.

6. WESTERN ENERGY SETTLEMENT

In June 2003, we entered into two definitive agreements (referred to as the
Western Energy Settlement) with a number of public and private claimants,
including the states of California, Washington, Oregon and Nevada, to resolve
the principal litigation, claims and regulatory proceedings against us and our
subsidiaries relating to the sale or delivery of natural gas and electricity
from September 1996 to the date of the settlement. These agreements modified an
agreement in principle entered into on March 20, 2003. Subject to court and
regulatory approvals, which have now been received, the settlement includes
payments of cash, proceeds from the issuance of common stock and the reduction
in prices under a power supply contract. Below is an analysis of our obligations
on a discounted basis under the definitive settlement agreements as of December
31, 2003:

Upon the initial agreement in principle, we recorded an initial pretax
charge and discounted obligation of $899 million ($1,690 million undiscounted)
in December 2002. Upon entering the definitive agreements and during the
remainder of 2003, we recorded an increase in this obligation and a pretax
charge of $104 million. The adjustment was primarily a result of changes in the
timing of settlement payments and changes in the value of the common stock to be
issued in connection with the definitive settlement agreements. During 2003, we
also recorded $66 million of additional charges, including $51 million of
accretion expense on the discounted Western Energy Settlement obligation and
other charges of $15 million, all of which were included as part of operation
and maintenance expense in our income statement. As of December 31, 2003, $10
million of the total obligation had been satisfied. For issues regarding the
potential tax deductibility of our Western Energy Settlement charges, see Note
11.

125

We established an escrow account for amounts funded by us until final
approval of the settlement agreements was received. As of December 31, 2003,
total amounts in this account were $468 million, which were reflected as
restricted cash in our balance sheet and as an investing activity in our
statement of cash flows. We funded $322 million of this account with a majority
of the net proceeds from the issuance of senior notes in July 2003 by EPNG, our
subsidiary, and through the issuance of a total of 17.6 million shares of our
common stock for $121 million in 2003. In 2004, we made additional deposits into
the escrow account, including proceeds from the issuance of the remaining 8.8
million shares under our stock obligation for approximately $74 million. As
noted below, upon final approval of the settlement in June 2004, the amounts in
escrow were released and will be reflected as an addition to our cash flows from
investing activities.

The settlement became effective in June 2004, upon which approximately $602
million was released to the California claimants, which included $568 million of
previously escrowed funds and a $12 million prepayment of a portion of our 20
year obligation. Upon release of these amounts, we reduced our liability which
will be reflected as a reduction in our cash flow from operations in the second
quarter of 2004. As of June 30, 2004, our remaining obligation consisted of $75
million under a power supply contract over its remaining term and our remaining
20-year cash payment obligation for approximately $876 million. In connection
with the settlement, we provided collateral in the form of natural gas and oil
properties to secure our remaining 20 year payment obligation of approximately
$44 million per year. The initial collateral requirement was approximately $592
million and will be reduced as payments are made under the 20-year obligation.
For further information on the Western Energy Settlement, see Note 22.

7. LOSS ON LONG-LIVED ASSETS

Loss on long-lived assets from continuing operations consists of realized
gains and losses on sales of long-lived assets and impairments of long-lived
assets including goodwill and other intangibles. During each of the three years
ended December 31, our loss on long-lived assets were as follows:

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Net Realized (Gain) Loss

Our 2003 net realized loss was primarily related to a $74 million loss on
an agreement to reimburse GulfTerra for a portion of future pipeline integrity
costs on previously sold assets (see Note 28, Investments in and Advances to
Unconsolidated Affiliates), a $67 million gain on the release of our purchase
obligation for the Chaco facility, and a $14 million gain on the sale of our
north Louisiana and Mid-Continent midstream assets in our Field Services segment
as well as a $75 million loss on and the termination of our Energy Bridge
contracts and a $10 million loss on the sale of Mohawk River Funding I in our
Merchant Energy segment. Our 2002 net realized gain was primarily related to
$245 million of net gains on the sales of our San Juan gathering assets, our
Natural Buttes and Ouray gathering systems, our Dragon Trail gas processing
plant and our Texas and New Mexico assets in our Field Services segment. See
Note 4 for a further discussion of these divestitures. Our 2001 net realized
losses related to miscellaneous asset sales across all our segments.

Asset Impairments

Our impairment charges for the years ended December 31, 2003, 2002 and
2001, were recorded primarily based on our intent to dispose of, or reduce our
involvement in, a number of assets as part of our liquidity enhancement efforts.
Our corporate telecommunications charge includes an impairment of our investment
in the wholesale metropolitan transport services, primarily in Texas, of $269
million in 2003 (including a writedown of goodwill of $163 million) and a 2003
impairment of our Lakeside Technology Center facility of $127 million based on
probability-weighted scenarios of what the asset could be sold for in the
current market. In 2002, we incurred $168 million of corporate telecommunication
charges related to the impairment of our long-haul fiber network and
right-of-way assets. Our Production charges include the writedown of $75 million
of goodwill in 2003. Our ability to recover this amount was impaired based on
our decision to reduce our involvement in our Canadian production operations.
Our Field Services charges include an impairment of our south Texas processing
facilities of $167 million in 2003 based on our planned sale of these facilities
to Enterprise (see Note 28) and a $66 million impairment that resulted from our
decision to sell our north Louisiana gathering facilities in 2002. Our 2003 and
2002 Merchant Energy charges were primarily a result of our plan to reduce our
involvement in the LNG business and our planned sale of domestic power assets
(including our turbines classified in long-term assets).

For additional asset impairments on our discontinued operations and
investments in unconsolidated affiliates, see Notes 12 and 28. For additional
discussion on goodwill and other intangibles, see Note 2.

8. ACCOUNTING CHANGES

Changes in Accounting Principle

During the years ended December 31, 2003 and 2002, we recorded the
following cumulative effect of accounting changes due to the adoption of new
accounting pronouncements (in millions):

For a discussion of each of the accounting principles we adopted during
2003 and 2002, see Note 2.

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Changes in Accounting Estimate

During 2001, we incurred approximately $316 million in costs related to
changes in accounting estimates, which consist of $232 million in additional
environmental remediation liabilities, $47 million of additional accrued legal
obligations and a $37 million charge to reduce the value of our spare parts
inventories to reflect changes in the usability of these parts in our worldwide
operations. Of the overall pre-tax amount, approximately $182 million of these
costs were included in our continuing operation and maintenance costs and $134
million were related to our discontinued petroleum markets and coal businesses
included as part of discontinued operations. Our changes in estimates reduced
our overall net income by approximately $215 million, of which $124 million was
related to continuing operations and $91 million was related to discontinued
operations.

The change in our estimated environmental remediation liabilities was due
to a number of events, including the sale of a majority of our retail gas
stations, the closure of our Gulf Coast Chemical and Midwest refining
operations, the lease of our Corpus Christi refinery to Valero, and conforming
Coastal's methods of environmental identification, assessment and remediation
strategies and processes to our historical practices following our merger with
Coastal.

9. CEILING TEST CHARGES

See Note 1 for a discussion of the restatement of our historical reserves
and Note 30 for a discussion of our natural gas and oil reserves and reserve
revisions.

During the years ended December 31, 2003, 2002 and 2001, we incurred
ceiling test charges in the following full cost pools:

We use financial instruments to hedge against the volatility of natural gas
and oil prices. The impact of qualifying cash flow hedges was considered in
determining our ceiling test charges, and will be factored into future ceiling
test calculations. The charges for our international cost pools would not have
materially changed had the impact of our hedges not been included in calculating
our ceiling test charges since we do not significantly hedge our international
production activities. Our 2001 U.S. charge was incurred during the third
quarter of that year. Had the impact of qualifying cash flow hedges been
excluded, our domestic charge would have increased by $330 million.

128

10. OTHER INCOME AND OTHER EXPENSES

The following are the components of other income and other expenses from
continuing operations for each of the three years ended December 31:

- ---------------
(1) Amounts in 2003 and 2002 were primarily related to net foreign currency
losses on our Euro-denominated debt.

(2) We impaired our investment in our Costanera power plant in 2002 and various
telecommunication investments in 2001.

11. INCOME TAXES

Our pretax loss from continuing operations is composed of the following for
each of the three years ended December 31:

129

The following table reflects the components of income tax expense (benefit)
included in loss from continuing operations for each of the three years ended
December 31:

Our income tax benefit, included in loss from continuing operations,
differs from the amount computed by applying the statutory federal income tax
rate of 35 percent for the following reasons for each of the three years ended
December 31:

The following are the components of our net deferred tax liability related
to continuing operations as of December 31:

130

Upon review of the classification of our deferred tax assets, we determined
that deferred tax assets associated with our current liability for
commodity-based derivatives that had historically been classified in long-term
deferred income taxes should have been classified as a current asset in our
consolidated balance sheet. Accordingly, we revised our consolidated balance
sheets to reflect this change in classification. These revisions had no impact
on our consolidated statements of income, cash flows, comprehensive income or
changes in stockholders' equity. See Note 1 for a further discussion of the
restatement.

Included in our deferred tax assets are amounts related to the Western
Energy Settlement. Proposed tax legislation has been introduced in the U.S.
Senate which would disallow deductions for certain settlements made to or on
behalf of governmental entities. If enacted, this tax legislation could impact
the deductibility of the expenses related to the Western Energy Settlement and
could result in a write-off of some or all of the associated deferred tax
assets. In such event, our tax expense would increase.

Also included in our deferred tax assets as of December 31, 2003 are
amounts related to abandonments and sales of certain of our foreign investments,
that have occurred in 2003, or are anticipated to occur in 2004.

At December 31, 2003, the portion of the cumulative undistributed earnings
of our foreign subsidiaries and foreign corporate joint ventures on which we
have not recorded U.S. income taxes was approximately $835 million. Since these
earnings have been or are intended to be indefinitely reinvested in foreign
operations, no provision has been made for any U.S. taxes or foreign withholding
taxes that may be applicable upon actual or deemed repatriation. If a
distribution of these earnings were to be made, we might be subject to both
foreign withholding taxes and U.S. income taxes, net of any allowable foreign
tax credits or deductions. However, an estimate of these taxes is not
practicable. For these same reasons, we have not recorded a provision for U.S.
income taxes on the foreign currency translation adjustment recorded in
accumulated other comprehensive income (loss).

The tax effects associated with our employees' non-qualified dispositions
of employee stock purchase plan stock, the exercise of non-qualified stock
options and the vesting of restricted stock, as well as restricted stock
dividends, increased taxes payable by $26 million in 2003 and reduced taxes
payable by $15 million in 2002 and $31 million in 2001. These tax effects are
included in additional paid-in capital in our balance sheets.

131

As of December 31, 2003, we have alternative minimum tax credits of $279
million that carryover indefinitely and $2 million of general business credit
carryovers for which the carryover periods end at various times in the years
2009 through 2021. The table below presents the details of our federal and state
net operating loss carryover periods as of December 31, 2003:

We also had $52 million of foreign net operating loss carryovers that
carryover indefinitely. Usage of our U.S. federal carryovers is subject to the
limitations provided under Sections 382 and 383 of the Internal Revenue Code as
well as the separate return limitation year rules of IRS regulations.

We record a valuation allowance to reflect the estimated amount of deferred
tax assets which we may not realize due to the uncertain availability of future
taxable income or the expiration of net operating loss and tax credit
carryovers. As of December 31, 2003, we maintained a valuation allowance of $5
million related to our estimated ability to realize state tax benefits from the
deduction of the charge we took related to the Western Energy Settlement, $2
million related to U.S. federal and state net operating loss carryovers, $1
million related to foreign tax assets for ceiling test charges and $1 million
related to a general business credit carryover. As of December 31, 2002, we
maintained valuation allowances of $22 million related to foreign net operating
loss carryovers, $34 million related to foreign deferred tax assets for ceiling
test charges, $9 million related to state tax benefits from the Western Energy
Settlement, $6 million related to U.S. federal and state net operating loss
carryovers, and $1 million related to a general business credit carryover. The
change in our valuation allowances from December 31, 2002 to December 31, 2003
is primarily related to a partial reversal of a state tax valuation allowance
related to the Western Energy Settlement and a reversal of the valuation
allowances on certain foreign ceiling test charges, a foreign impairment and a
foreign net operating loss carryover.

12. DISCONTINUED OPERATIONS

Petroleum Markets Operations

In June 2003, our Board of Directors authorized the sale of our petroleum
markets operations, including our Aruba refinery, our Unilube blending
operations, our domestic and international terminalling facilities and our
petrochemical and chemical plants. The Board's actions were in addition to
previous actions approving the sales of our Eagle Point refinery, our asphalt
business, our Florida terminal, tug and barge business and our lease crude
operations. Based on our intent to dispose of these operations, we were required
to adjust these assets to their estimated fair value. As a result, we recognized
pre-tax charges during 2003 totaling $1.5 billion related to impairment of our
petroleum markets assets, which included $1.1 billion related to our Aruba
refinery and $264 million related to our Eagle Point refinery. These impairments
were based on a comparison of the carrying value of our petroleum markets assets
to their estimated fair value, less selling costs. In the first quarter of 2004,
we completed the sales of our Aruba and Eagle Point refineries for $883 million
and used a portion of the proceeds to repay $370 million of debt associated with
these operations. The magnitude of these charges was impacted by a number of
factors, including the nature of the assets to be sold, and our established time
frame for completing the sales, among other factors. We also recognized $90
million of realized gains primarily on the sale of our Florida terminalling and
transportation assets, asphalt facilities and chemical facilities in 2003.
During 2003 and 2004 we sold substantially all of our petroleum markets assets.

Coal Mining Operations

In June 2002, our Board of Directors authorized the sale of our coal mining
operations. These operations, consisted of fifteen active underground and two
surface mines located in Kentucky, Virginia and West Virginia. Following this
approval, we compared the carrying value of the underlying assets to our
estimated sales proceeds, net of estimated selling costs, based on bids received
in the sales process. Because this carrying

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value was higher than our estimated net sales proceeds, we recorded an
impairment charge of $185 million during 2002.

In December 2002, we sold substantially all of our reserves and properties
in West Virginia, Virginia and Kentucky to an affiliate of Natural Resources
Partners, L.P. for $57 million in cash. In January 2003, we sold our remaining
coal operations, which consisted of mining operations, businesses, properties
and reserves in Kentucky, West Virginia and Virginia for $59 million which
included $35 million in cash and $24 million in notes receivable. We did not
record a significant gain or loss on these sales in 2002 and 2003.

Our petroleum markets operations and our coal mining operations are
classified as discontinued operations in our financial statements for all of the
historical periods presented. All of the assets and liabilities of the remaining
discontinued businesses are classified as current assets and liabilities as of
December 31, 2003. The summarized financial results and financial position data
of our discontinued operations were as follows:

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(1) These amounts include intercompany activities between our discontinued
petroleum markets operations and our continuing operating segments.

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13. EARNINGS PER SHARE

Our basic and diluted earnings (loss) per share were the same in each
period presented because we had net losses from continuing operations. We
calculated basic and diluted earnings (loss) per share amounts as follows for
each of the three years ended December 31:

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For the year ended December 31, 2003 and 2002, there were less than 1
million shares related to our stock options, approximately 8.5 million shares
related to our convertible debentures and approximately 7.8 million shares
related to our trust preferred securities which were excluded from the
determination of average common shares outstanding because we had net losses in
these periods. Additionally, in 2003 approximately 8.8 million shares related to
our remaining stock obligation under our Western Energy Settlement were excluded
also due to net losses in 2003 (see Note 6 for further information).

14. FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair values
of our financial instruments as of December 31, 2003 and 2002. The 2002 amounts
for commodity-based price risk management activities have been restated to
reflect the impact of our hedge revisions on our price risk management
activities, as described in Note 1.

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(1) These were reclassified as long-term financing obligations upon our adoption
of SFAS No. 150 in 2003.

As of December 31, 2003 and 2002, our carrying amounts of cash and cash
equivalents, short-term borrowings, and trade receivables and payables
represented fair value because of the short-term nature of these instruments.
The fair value of long-term debt with variable interest rates approximates its
carrying value because of the market-based nature of the interest rate. We
estimated the fair value of debt with fixed interest rates based on quoted
market prices for the same or similar issues. See Note 15 for a discussion of
our methodology of determining the fair value of the derivative instruments used
in our price risk management activities.

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Credit Risk

We are subject to credit risk related to our financial instrument assets.
Credit risk relates to the risk of loss that we would incur as a result of
non-performance by counterparties pursuant to the terms of their contractual
obligations. We measure credit risk as the estimated replacement costs for
commodities we would have to purchase or sell in the future, plus amounts owed
from counterparties for delivered and unpaid commodities. These exposures are
netted where we have a legally enforceable right of setoff. We maintain credit
policies with regard to our counterparties in our price risk management
activities to minimize overall credit risk. These policies require (i) the
evaluation of potential counterparties' financial condition (including credit
rating), (ii) collateral under certain circumstances (including cash in advance,
letters of credit, and guarantees), (iii) the use of margining provisions in
standard contracts, and (iv) the use of master netting agreements that allow for
the netting of positive and negative exposures of various contracts associated
with a single counterparty.

We use daily margining provisions in our financial contracts, most of our
physical power agreements, and our master netting agreements, which require a
counterparty to post cash or letters of credit when the fair value of the
contract exceeds the daily contractual threshold. The threshold amount is
typically tied to the published credit rating of the counterparty. Our margining
collateral provisions also allow us to terminate a contract and liquidate all
positions if the counterparty is unable to provide the required collateral.
Under our margining provisions, we are required to return collateral if the
amount of posted collateral exceeds the amount of collateral required.
Collateral received or returned can vary significantly from day to day based on
the changes in the market values and our counterparty's credit ratings.
Furthermore, the amount of collateral we hold may be more or less than the fair
value of our derivative contracts with that counterparty at any given period.

The following table presents a summary of our counterparties in which we
have net financial instrument asset exposure as of December 31, 2003 and 2002.
The 2002 amounts have been restated to reflect the impact of our hedge revisions
on our net exposure from financial instrument assets related to our price risk
management activities.

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(1) "Investment Grade" and "Below Investment Grade" are determined using
publicly available credit ratings. "Investment Grade" includes
counterparties with a minimum Standard & Poor's rating of BBB- or Moody's
rating of Baa3. "Below Investment Grade" includes counterparties with a
public credit rating that do not meet the criteria of "Investment Grade".
"Not Rated" includes counterparties that are not rated by any public rating
service.

(2) Net asset exposure from financial instrument assets primarily relates to our
assets and liabilities from price risk management activities. These
exposures have been prepared by netting assets against liabilities on
counterparties where we have a contractual right to offset. The positions
netted include both current and non-current amounts and do not include
amounts already billed or delivered under the derivative contracts, which
would be netted against these exposures.

We have approximately 100 counterparties, most of which are energy
marketers. Although most of our counterparties are not currently rated as below
investment grade, if one of our counterparties fails to perform, such as in the
case of U.S. Gen New England, Mirant and Enron (see Note 22), we may recognize
an immediate loss in our earnings, as well as additional financial impacts in
the future delivery periods to the extent a replacement contract at the same
prices and quantities cannot be established.

One electric utility customer, Public Service Electric and Gas Company
(PSEG), comprised 66 percent and 49 percent of our net financial instrument
asset exposure as of December 31, 2003 and 2002. PSEG was rated as investment
grade by Moody's Investor's Services and Standard & Poor's, and we have not
required any collateral from them as of December 31, 2003 and 2002. We also had
one other customer, Duke Energy Trading and Marketing LLC, that comprised six
percent of our net financial instrument asset exposure by counterparty as of
December 31, 2003. Duke was also rated as investment grade as of December 31,
2003. In early 2004, Duke's rating was lowered to "below investment grade" by
Moody's and Standard & Poor's, at which time Duke provided us a letter of
credit. This concentration of counterparties may impact our overall exposure to
credit risk, either positively or negatively, in that the counterparties may be
similarly affected by changes in economic, regulatory or other conditions.

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15. PRICE RISK MANAGEMENT ACTIVITIES

In the table below, derivatives designated as hedges consist of instruments
used to hedge our natural gas and oil production as well as instruments to hedge
our interest rate and currency risks on long-term debt. Derivatives from power
contract restructuring activities relate to power purchase and sale agreements
that arose from our activities in that business and other commodity-based
derivative contracts relate to our historical energy trading activities. The
following table summarizes the carrying value of the derivatives used in our
price risk management activities as of December 31, 2003 and 2002. The 2002
amounts for commodity-based price risk management activities have been restated
to reflect the impact of our hedge revisions on our derivatives, as described in
Note 1.

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(1) Includes $983 million of net assets from derivative contracts we acquired in
connection with our acquisition of a controlling interest in Chaparral in
2003.

(2) Included in both current and non-current assets and liabilities on the
balance sheet.

Our derivative contracts are recorded in our financial statements at fair
value. The best indication of fair value is quoted market prices. However, when
quoted market prices are not available, we estimate the fair value of those
derivatives. Due to major industry participants exiting or reducing their
trading activities in 2002 and 2003, the availability of reliable commodity
pricing data from market-based sources that we used in estimating the fair value
of our derivatives was significantly limited for certain locations and for
longer time periods. Consequently, we now use an independent pricing source for
a substantial amount of our forward pricing data beyond the current two-year
period. For forward pricing data within two years, we use commodity prices from
market-based sources such as the New York Mercantile Exchange. For periods
beyond two years, we use a combination of commodity prices from market-based
sources and other forecasted settlement prices from an independent pricing
source to develop price curves, which we then use to estimate the value of
settlements in future periods based on the contractual settlement quantities and
dates. Finally, we discount these estimated settlement values using a LIBOR
curve, except as described below for our restructured power contracts.
Additionally, contracts denominated in foreign currencies are converted to U.S.
dollars using market-based, foreign exchange spot rates.

We record valuation adjustments to reflect uncertainties associated with
the estimates we use in determining fair value. Common valuation adjustments
include those for market liquidity and those for the credit-worthiness of our
contractual counterparties. To the extent possible, we use market-based data
together with quantitative methods to measure the risks for which we record
valuation adjustments and to determine the level of these valuation adjustments.

The above valuation techniques are used for valuing derivative contracts
that have historically been accounted for as trading activities, as well as for
those that are used to hedge our natural gas production. We have adjusted this
method to determine the fair value of our restructured power contracts. Our
restructured power derivatives use the same methodology discussed above for
determining the forward settlement prices but are discounted using a risk free
interest rate, adjusted for the individual credit spread for each counterparty
to the contract. Additionally, no liquidity valuation adjustment is provided on
these derivative contracts since they are intended to be held through maturity.

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Derivatives Designated as Hedges

We engage in two types of hedging activities: hedges of cash flow exposure
and hedges of fair value exposure. Hedges of cash flow exposure, which primarily
relate to our natural gas and oil production hedges and foreign currency and
interest rate risks on our long-term debt, are designed to hedge forecasted
sales transactions or limit the variability of cash flows to be received or paid
related to a recognized asset or liability. Hedges of fair value exposure are
entered into to protect the fair value of a recognized asset, liability or firm
commitment. When we enter into the derivative contract, we designate the
derivative as either a cash flow hedge or a fair value hedge. Our hedges of our
foreign currency exposure are designated as either cash flow hedges or fair
value hedges based on whether the interest on the underlying debt is converted
to either a fixed or floating interest rate. Changes in derivative fair values
that are designated as cash flow hedges are deferred in accumulated other
comprehensive income (loss) to the extent that they are effective and are not
included in income until the hedged transactions occur and are recognized in
earnings. The ineffective portion of a cash flow hedge's change in value is
recognized immediately in earnings as a component of operating revenues in our
income statement. Changes in the fair value of derivatives that are designated
as fair value hedges are recognized in earnings as offsets to the changes in
fair values of the related hedged assets, liabilities or firm commitments.

We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objectives, strategies for
undertaking various hedge transactions and our methods for assessing and testing
correlation and hedge ineffectiveness. All hedging instruments are linked to the
hedged asset, liability, firm commitment or forecasted transaction. We also
assess whether these derivatives are highly effective in offsetting changes in
cash flows or fair values of the hedged items. We discontinue hedge accounting
prospectively if we determine that a derivative is no longer highly effective as
a hedge or if we decide to discontinue the hedging relationship.

A discussion of each of our hedging activities is as follows:

Cash Flow Hedges. A majority of our commodity sales and purchases are at
spot market or forward market prices. We use futures, forward contracts and
swaps to limit our exposure to fluctuations in the commodity markets with the
objective of realizing a fixed cash flow stream from these activities. We also
have fixed rate foreign currency denominated debt that exposes us to changes in
exchange rates between the foreign currency and U.S. dollar. We use currency
swaps to convert the fixed amounts of foreign currency due under foreign
currency denominated debt to U.S. dollar amounts. As of December 31, 2003 and
2002, we have converted approximately 275 million euros of our debt to $255
million. A summary of the impacts of our cash flow hedges included in
accumulated other comprehensive loss, net of income taxes, as of December 31,
2003 and 2002 follows. The 2002 amounts have been restated to reflect the impact
of our hedge revisions on our accumulated other comprehensive income(loss), as
described in Note 1.

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(1) Reclassifications occur upon the physical delivery of the hedged commodity
and the corresponding expiration of the hedge.

139

(2) In May 2002, we announced the plan to reduce the volumes of natural gas
hedged for our Production segment, and, as a result, we removed the hedging
designation on these derivatives.

(3) During 2004, we entered into hedges for 5.5 TBtu of our future natural gas
production at an average price of $5.64 per MMBtu and for 1.1 MMBbls of our
Production segment's anticipated oil production at an average price of
$35.15 per Bbl.

(4) In December 2002, we reduced the amount of foreign currency exchange risk
that we have hedged for our Euro-denominated debt, and, as a result, we
removed the hedging designation on these derivatives.

(5) Accumulated other comprehensive income (loss) also includes $44 million and
$(115) million of currency translation adjustments and $(24) million and
$(35) million of additional minimum pension liability as of December 31,
2003 and 2002.

For the years ended December 31, 2003, 2002 and 2001, we recognized a net
loss of $2 million, a net loss of $4 million and a net gain of $2 million, net
of income taxes, in our loss from continuing operations related to the
ineffective portion of all cash flow hedges.

Fair Value Hedges. We have fixed rate U.S. dollar and foreign currency
denominated debt that exposes us to paying higher than market rates should
interest rates decline. We use interest rate swaps to effectively convert the
fixed amounts of interest due under the debt agreements to variable interest
payments based on LIBOR plus a spread. We have derivatives with a fair value
loss of $19 million as of December 31, 2003 that converted the interest rate on
$350 million of our U.S. dollar denominated debt to a floating weighted average
interest rate of LIBOR plus 4.2%. We also have derivatives with a fair value of
$52 million as of December 31, 2003 that converted approximately 350 million
euros of our debt to $390 million and also converted the interest rate on this
debt to a floating weighted average interest rate of LIBOR plus 3.7%. We have
recorded the fair value of those derivatives as a component of long-term debt
and the related accrued interest. For the years ended December 31, 2002 and
2001, the financial statement impact of our fair value hedges was immaterial. In
2004, we entered into new hedges that converted the interest rate on an
additional $90 million of our U.S. dollar denominated debt to a floating
interest rate of LIBOR plus 4.3% and new hedges that converted another 100
million euros of debt to $121 million and converted the interest rate on this
debt from a fixed rate to a floating interest rate of LIBOR plus 4.5%.

In December 2002, we reduced the volumes of foreign currency exchange risk
that we have hedged for our debt, and we removed the hedging designation on
derivatives that had a net fair value gain of $6 million and $8 million at
December 31, 2003 and 2002. These amounts, which are reflected in long-term
debt, will be reclassified to income as the interest and principal on the debt
are paid through 2009.

Power Contract Restructuring Activities

During 2001 and 2002, we conducted power contract restructuring activities
that involved amending or terminating power purchase contracts at existing power
facilities. In a restructuring transaction, we would eliminate the requirement
that the plant provide power from its own generation to the customer of the
contract (usually a regulated utility) and replace that requirement with a new
contract that gave us the ability to provide power to the customer from the
wholesale power market. In conjunction with these power restructuring
activities, Merchant Energy's energy marketing and trading division generally
entered into additional market-based contracts with third parties to provide the
power from the wholesale power market, which effectively "locked in" our margin
on the restructured transaction as the difference between the contracted rate in
the restructured sales contract and the wholesale market rates on the purchase
contract at the time.

Prior to a restructuring, the power plant and its related power purchase
contract were accounted for at their historical cost, which was either the cost
of construction or, if acquired, the acquisition cost. Revenues and expenses
prior to the restructuring were, in most cases, accounted for on an accrual
basis as power was generated and sold from the plant.

Following a restructuring, the accounting treatment for the power purchase
agreement changed since the restructured contract met the definition of a
derivative. In addition, since the power plant no longer had the exclusive
obligation to provide power under the original, dedicated power purchase
contract, it operated as a peaking merchant facility, generating power only when
it was economical to do so. Because of this significant change in its use, the
plant's carrying value was typically written down to its estimated fair value.
These changes also often required us to terminate or amend any related fuel
supply and/or steam agreements, and enter into other third party and
intercompany contracts such as transportation agreements, associated with

140

operating the merchant facility. Finally, in many cases power contract
restructuring activities also involved contract terminations that resulted in
cash payments by the customer to cancel the underlying dedicated power contract.

In 2002, we completed a power contract restructuring on our consolidated
Eagle Point power facility and applied the accounting described above to that
transaction. We also employed the principles of our power contract restructuring
business in reaching a settlement of a dispute under our Nejapa power contract
which included a cash payment to us. We recorded these payments as operating
revenues. We also terminated a power contract at our consolidated Mount Carmel
facility in exchange for a $50 million cash payment. As of and for the year
ended December 31, 2002, our consolidated power restructuring activities had the
following effects on our consolidated financial statements (in millions):

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(1) In our restructuring activities, third-party owners also held ownership
interests in the plants and were allocated a portion of the income or loss.

During 2003, no new power restructuring transactions were completed and, as
a result, our consolidated financial statements for the year ended December 31,
2003 only reflect the change in value of the above restructured contracts and
power supply contracts, and the related purchases and sales under these
contracts. As a result of our credit downgrade and economic changes in the power
market, we are no longer pursuing additional power contract restructuring
activities and are actively seeking to sell or otherwise dispose of our existing
restructured power contracts. In June 2004, we completed the sale of UCF (which
is the restructured Eagle Point power contract).

Other Commodity-Based Derivatives

Our other commodity-based derivatives primarily relate to our historical
trading activities, which include the services we provide in the energy sector
that we entered into with the objective of generating profits on or benefiting
from movements in market prices, primarily related to the purchase and sale of
energy commodities. Our derivatives in our trading portfolio had a fair value
liability of $488 million and $525 million as of December 31, 2003 and 2002.

16. INVENTORY

We have the following current inventory as of December 31:

141

We also have the following non-current inventory that is included in other
assets in our balance sheets as of December 31:

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(1) In 2003 and 2002, we recorded an impairment charge related to these turbines
(see Note 7).

17. REGULATORY ASSETS AND LIABILITIES

Our regulatory assets and liabilities are included in other current and
non-current assets and liabilities in our balance sheets. These balances are
presented in our balance sheets on a gross basis. During 2003, CIG and WIC met
the requirements to re-apply the provisions of SFAS No. 71. As a result of
applying this standard, we recorded $18 million in regulatory assets and a
pre-tax benefit of $18 million in our 2003 income statement. In addition, $2
million of other assets and $10 million of other liabilities were reclassified
as regulatory assets/liabilities upon re-application of SFAS No. 71. Below are
the details of our regulatory assets and liabilities, which represent our
regulated interstate systems that apply the provisions of SFAS No. 71, as of
December 31:

- ---------------

(1) Some of these amounts are not included in our rate base on which we earn a
current return.

142

18. OTHER ASSETS AND LIABILITIES

Below is the detail of our other current and non-current assets and
liabilities on our balance sheets as of December 31:

143

19. PROPERTY, PLANT AND EQUIPMENT

At December 31, 2003 and 2002, we had approximately $1.1 billion and $1.4
billion of construction work-in-progress included in our property, plant and
equipment.

As of December 31, 2003 and 2002, TGP, EPNG and ANR have excess purchase
costs associated with their acquisition. Total excess costs on these pipelines
were approximately $5 billion and accumulated depreciation was approximately $1
billion. These excess costs are being amortized over the life of the related
pipeline assets, and our amortization expense during the three years ended
December 31, 2003, 2002, and 2001 was approximately $74 million, $71 million and
$58 million. The adoption of SFAS No. 142 did not impact these amounts since
they were included as part of our property, plant and equipment, rather than as
goodwill. We do not currently earn a return on these excess purchase costs from
our rate payers.

20. DEBT, OTHER FINANCING OBLIGATIONS AND OTHER CREDIT FACILITIES

Our debt and other credit facilities consist of both short and long-term
borrowings with third parties and notes with our affiliated companies. During
2003, we entered into a new $3 billion revolving credit facility, acquired and
consolidated a number of entities with existing debt, refinanced shorter-term
obligations with longer-term borrowings and redeemed and eliminated preferred
interests in our subsidiaries. A summary of our actions is as follows (in
millions):

Debt obligations as of December 31, 2002.................... $18,571
Principal amounts borrowed(1)............................... 4,250
Repayment of principal(1)................................... (3,982)
Other changes in debt:
Clydesdale restructuring (Note 21)........................ 743
Gemstone and Chaparral acquisition(2)..................... 2,578
Consolidation of debt on Lakeside Technology Center lease
(Note 3)............................................... 275
Reclassifications of preferred interests as long-term
financing obligations(3)............................... 625
Sale of entities(4)....................................... (710)
Exchange of equity security units (Note 24)............... (303)
Elimination of affiliate obligations...................... (326)
Other....................................................... 11
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Total debt as of December 31, 2003..................... $21,732
=======

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(1) Includes $500 million of borrowings and $1,150 million of repayments under
our $3 billion revolving credit facility.

(2) These amounts were consolidated as a consequence of our acquisition of
Chaparral and Gemstone as further discussed in Note 3. Of this amount,
approximately $1,640 million is non-recourse project financing or contract
debt.

(3) Relates to our adoption of SFAS No. 150. See Note 2.

(4) Includes $571 million in debt related to the sale of East Coast Power and
$139 million related to the sale of Mohawk River Funding I.

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Short-Term Financing Obligations

We had the following short-term borrowings and other financing obligations
as of December 31:

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(1) Our weighted-average interest rate on our short-term credit facilities was
2.69% at December 31, 2002.

Long-Term Financing Obligations

Our long-term financing obligations outstanding consisted of the following
as of December 31:

145

During 2003 and to date in 2004, we had the following changes in our debt
financing obligations:

146

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(1) Net proceeds were primarily used to repay maturing long-term debt, redeem
preferred interests of consolidated subsidiaries, repay short-term
borrowings and other financing obligations and for other general corporate
and investment purposes.

(2) Amount excludes $500 million of borrowings, $1,150 million of repayments in
2003 under our $3 billion revolving credit facility, which is classified as
long-term debt, and $250 million of repayments in January 2004, which was
classified as long-term debt.

(3) In conjunction with the redemption of our Trinity River financing (see Note
21), we obtained a $1.2 billion two year term loan based on LIBOR. This term
loan was subsequently refinanced with the proceeds from our El Paso
Production Holding senior note issuance.

(4) These amounts were consolidated as a consequence of our acquisition of
Chaparral and Gemstone as further discussed in Note 3. The Chaparral and
Macae debt obligations are non-recourse debt financings.

(5) In order to simplify our balance sheet and improve liquidity, we acquired,
consolidated, or divested of various entities with debt obligations, among
other actions which affected our debt balance. For a further discussion of
these changes, see Notes 3, 4, 21, and 28.

(6) This debt related to the exchange of our equity security units to common
stock.

Aggregate maturities of the principal amounts of long-term financing
obligations for the next 5 years and in total thereafter are as follows (in
millions):

2004........................................................ $ 1,409
2005........................................................ 1,585
2006........................................................ 1,769
2007........................................................ 981
2008........................................................ 776
Thereafter.................................................. 15,313
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Total long-term financing obligations, including current
maturities............................................. $21,833
=======

Included in the "thereafter" line of the table above are $895 million of
zero coupon convertible debentures. These debentures have a maturity value of
$1.8 billion, are due 2021 and have a yield to maturity of 4%. The holders can
cause us to repurchase these at their option in years 2006, 2011 and 2016, at
which time we can elect to settle in cash or common stock. These debentures are
convertible into 8,456,589 shares of our common stock, which is based on a
conversion rate of 4.7872 shares per $1,000 principal amount at maturity. This
rate is equal to a conversion price of $94.604 per share of our common stock.

Also included in the "thereafter" line are $675 million of other debentures
that holders have an option to redeem prior to their stated maturity. Of the
total amount, $75 million can be redeemed in 2005 and $600 million can be
redeemed in 2007.

Credit Facilities

In April 2003, we entered into a new $3 billion revolving credit facility,
with a $1.5 billion letter of credit sublimit, which matures on June 30, 2005.
This $3 billion revolving credit facility has a borrowing cost of LIBOR plus 350
basis points, letter of credit fees of 350 basis points and commitment fees of
75 basis points

147

on the unused amounts of the facility. This $3 billion revolving credit facility
replaced our previous $3 billion revolving credit facility. We also had a $1
billion revolving credit facility that matured in August 2003. Other financing
arrangements (including the leases discussed in Notes 3 and 12, letters of
credit and other facilities) were also amended to conform the provisions of
those obligations to the new facility. The $3 billion revolving credit facility
and those other financing arrangements are collateralized by our ownership in
EPNG, TGP, ANR, CIG, WIC, ANR Storage Company, Southern Gas Storage Company and
our Series A common units and Series C units in GulfTerra. The combined book
value of this collateral was approximately $8.2 billion as of December 31, 2003.
The total potential exposure under the financing transactions these assets
collateralize was $3.3 billion as of September 15, 2004. As of December 31,
2003, there were $850 million of borrowings outstanding and $1.2 billion of
letters of credit issued under the $3 billion revolving credit facility. Amounts
outstanding under the $3 billion revolving credit facility as of December 31,
2003, are classified as non-current in our balance sheet, based on the
facility's maturity date which is June 30, 2005. In January 2004, we repaid $250
million of the outstanding debt on the $3 billion revolving credit facility. As
of September 15, 2004, our borrowing availability under this facility was $1.2
billion.

The availability of borrowings under our $3 billion revolving credit
facility and other borrowing agreements is subject to various conditions as
described beginning on page [150.] These conditions include compliance with the
financial covenants and ratios required by those agreements, absence of default
under the agreements, and continued accuracy of the representations and
warranties contained in the agreements.

Capital Trust I. In March 1998, we formed El Paso Energy Capital Trust I,
a wholly owned subsidiary, which issued 6.5 million of 4.75% trust convertible
preferred securities for $325 million. We own all of the Common Securities of
Trust I. Trust I exists for the sole purpose of issuing preferred securities and
investing the proceeds in 4.75% convertible subordinated debentures we issued
due 2028, their sole asset. Trust I's sole source of income is interest earned
on these debentures. This interest income is used to pay the obligations on
Trust I's preferred securities. We provide a full and unconditional guarantee of
Trust I's preferred securities.

Trust I's preferred securities are non-voting (except in limited
circumstances), pay quarterly distributions at an annual rate of 4.75%, carry a
liquidation value of $50 per security plus accrued and unpaid distributions and
are convertible into our common shares at any time prior to the close of
business on March 31, 2028, at the option of the holder at a rate of 1.2022
common shares for each Trust I preferred security (equivalent to a conversion
price of $41.59 per common share). During 2003, the outstanding amounts of these
securities were reclassified as long-term debt from preferred interests in our
subsidiaries as a result of a new accounting standard (see Note 21).

Coastal Finance I. Coastal Finance I is an indirect wholly owned business
trust formed in May 1998. Coastal Finance I completed a public offering of 12
million mandatory redemption preferred securities for $300 million. Coastal
Finance I holds subordinated debt securities issued by our wholly owned
subsidiary, El Paso CGP, that it purchased with the proceeds of the preferred
securities offering. Cumulative quarterly distributions are being paid on the
preferred securities at an annual rate of 8.375% of the liquidation amount of
$25 per preferred security. Coastal Finance I's only source of income is
interest earned on these subordinated debt securities. This interest income is
used to pay the obligations on Coastal Finance I's preferred securities. The
preferred securities are mandatorily redeemable on the maturity date, May 13,
2038, and may be redeemed at our option on or after May 13, 2003. The redemption
price to be paid is $25 per preferred security, plus accrued and unpaid
distributions to the date of redemption. El Paso CGP provides a guarantee of the
payment of obligations of Coastal Finance I related to its preferred securities
to the extent Coastal Finance I has funds available. We have no obligation to
provide funds to Coastal Finance I for the payment of or redemption of the
preferred securities outside of our obligation to pay interest and principal on
the subordinated debt securities. During 2003, the amounts outstanding of these
securities were reclassified as long-term debt from preferred interests in our
subsidiaries as a result of a new accounting standard (see Note 21).

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Equity Security Units

In June 2002, we issued 11.5 million, 9% equity security units. Equity
security units consist of two securities: i) a purchase contract on which we pay
quarterly contract adjustment payments at an annual rate of 2.86% and that
requires its holder to buy our common stock on a stated settlement date of
August 16, 2005, and ii) a senior note due August 16, 2007, with a principal
amount of $50 per unit, and on which we pay quarterly interest payments at an
annual rate of 6.14%. The senior notes we issued had a total principal value of
$575 million and are pledged to secure the holders' obligation to purchase
shares of our common stock under the purchase contracts. In December 2003, we
completed a tender offer to exchange 6,057,953 of the outstanding equity
security units, which represented approximately 53 percent of the total units
outstanding. For each unit tendered, the holder received 2.5063 shares of common
stock and cash in the amount of $9.70 per equity security unit. In the exchange,
we issued a total of 15,182,972 shares of our common stock that had a total
market value of $119 million, and paid $59 million in cash. Upon completion of
the tender offer and comparison of the fair value of financial instruments
exchanged to their respective book values, we recorded (i) a net loss of $12
million in other income in our income statement associated with the debt
component of the equity security units; (ii) $45 million in common stock and
$189 million in additional paid-in-capital associated with the equity component
of the units; and (iii) $22 million of other asset and liability changes
associated with the exchange.

When the remaining purchase contracts are settled in 2005, we will issue
common stock. At that time, the proceeds will be allocated between common stock
and additional paid-in capital. The number of common shares issued will depend
on the prior consecutive 20-trading day average closing price of our common
stock determined on the third trading day immediately prior to the stock
purchase date. We will issue a minimum of approximately 11 million shares and up
to a maximum of approximately 14 million shares on the settlement date,
depending on our average stock price. At the time the security units were
issued, we recorded approximately $43 million of other non-current liabilities
to reflect the present value of the quarterly contract adjustment payments that
we are making on these units with an offsetting reduction in additional paid-in
capital. As of December 31, 2003, the remaining amount of this liability was $10
million. The quarterly contract adjustment payments are allocated between the
liability recognized at the date of issuance and interest expense based on a
constant rate over the term of the purchase contracts. Accretion of the
quarterly contract adjustment payments is recorded as interest expense.

Restrictive Covenants

We and our subsidiaries have entered into debt instruments and guaranty
agreements that contain covenants such as restrictions on debt levels,
restrictions on liens securing debt and guarantees, restrictions on mergers and
on the sales of assets, capitalization requirements, dividend restrictions and
cross-payment default and cross-acceleration provisions. A breach of any of
these covenants could result in acceleration of our debt and other financial
obligations and that of our subsidiaries.

Under our $3 billion revolving credit facility, the significant debt
covenants and cross defaults are:

(a) the ratio of consolidated debt and guarantees to capitalization
(as defined in the $3 billion revolving credit facility) cannot exceed 75
percent. For purpose of this calculation, we are allowed to add back to
capitalization non-cash impairments of long-lived assets, including ceiling
test charges, and exclude the impact of accumulated other comprehensive
income (loss), among other items. Additionally, in determining debt under
these agreements, we are allowed to exclude certain non-recourse project
finance debt, among other items;

(b) EPNG, TGP, ANR, and CIG, our subsidiaries, cannot incur
incremental debt if the incurrence of this incremental debt would cause
their debt to EBITDA ratio (as defined in the new $3 billion revolving
credit facility agreement) for that particular company to exceed 5 to 1.
Additionally, the proceeds from the issuance of debt by the pipeline
company borrowers can only be used for maintenance and expansion capital
expenditures or investments in other FERC-regulated assets, to fund working
capital requirements, or to refinance existing debt; and

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(c) the occurrence of an event of default and after the expiration of
any applicable grace period, with respect to debt (other than excluded
items) in an aggregate principal amount of $200 million or more.

In addition to the above restrictions, we and/or our subsidiaries are
subject to a number of additional restrictions and covenants. These restrictions
and covenants include limitations of additional debt at some of our
subsidiaries; limitations on the use of proceeds from borrowings at some of our
subsidiaries; limitations, in some cases, on transactions with our affiliates;
limitations on the incurrence of liens; potential limitations on the abilities
of some of our subsidiaries to declare and pay dividends and potential
limitations on some of our subsidiaries to participate in our cash management
program.

As discussed in Note 1 above, we restated our historical financial
statements to reflect a reduction in our historically reported proved natural
gas and oil reserves and to revise the manner in which we accounted for certain
hedges, primarily associated with our anticipated natural gas production.

We believe that a material restatement of our financial statements would
have constituted events of default under our $3 billion revolving credit
facility and various other financing transactions; specifically under the
provisions of these arrangements related to representations and warranties on
the accuracy of our historical financial statements and on our debt to total
capitalization ratio. During 2004, we received several waivers on our $3 billion
revolving credit facility and various other financing transactions to address
these issues. These waivers continue to be effective. We also received an
extension with various lenders until November 30, 2004 to file our first and
second quarter 2004 Forms 10-Q, which we expect to meet. If we are unable to
file these Forms 10-Q by that date and are not able to negotiate an additional
extension of the filing deadline, our $3 billion revolving credit facility and
various other transactions could be accelerated. As part of obtaining these
waivers, we also amended various provisions of the $3 billion revolving credit
facility, including provisions related to events of default and limitation, on
our ability as well as that of our subsidiaries, to repay indebtedness scheduled
to mature after June 30, 2005. Based upon a review of the covenants contained in
our indentures and the financing agreements of our other outstanding
indebtedness, the acceleration of our $3 billion revolving credit facility could
constitute an event of default under some of our other debt agreements. In
addition, three of our subsidiaries have indentures associated with their public
debt that contain $5 million cross-acceleration provisions.

Various other financing arrangements entered into by us and our
subsidiaries, including El Paso CGP and El Paso Production Holding Company,
include covenants that require us to file financial statements within specified
time periods. Non-compliance with such covenants does not constitute an
automatic event of default. Instead, such agreements are subject to acceleration
when the indenture trustee or the holders of at least 25 percent of the
outstanding principal amount of any series of debt provides notice to the issuer
of non-compliance under the indentures. In that event, the non-compliance can be
cured by filing financial statements within specified periods of time (between
30 and 90 days after receipt of notice depending on the particular indenture) to
avoid acceleration of repayment. The holders of El Paso Production Holding
Company's debt obligations waived the financial filing requirements through
December 31, 2004. The filing of our first and second quarter 2004 Forms 10-Q
for these subsidiaries will cure the events of non-compliance resulting from our
failure to file financial statements on these subsidiaries. In addition, neither
we nor any of our subsidiaries have received a notice of the default caused by
our failure to file our financial statements or the financial statements of our
subsidiaries also impacted by the restatements. In the event of an acceleration,
we may be unable to meet our payment obligations with respect to the related
indebtedness.

We have also issued various guarantees securing financial obligations of
our subsidiaries and unconsolidated affiliates with similar covenants as in the
above facilities.

Furthermore, a material restatement of our financial statements for the
period ended December 31, 2001 could cause a default under the financing
agreements entered into in connection with our $950 million Gemstone notes due
October 31, 2004. Currently, $748 million of Gemstone notes are outstanding.
However, we currently expect to repay these notes in full upon their maturity on
October 31, 2004.

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With respect to guarantees issued by our subsidiaries, the most significant
debt covenant, in addition to the covenants discussed above, is that El Paso CGP
must maintain a minimum net worth of $850 million. If breached, the amounts
guaranteed by its guaranty agreements could be accelerated. The guaranty
agreements also have a $30 million cross-acceleration provision. El Paso CGP's
net worth at December 31, 2003, was approximately $3.3 billion.

In addition, three of our subsidiaries have indentures associated with
their public debt that contain $5 million of cross-acceleration provisions.
These indentures state that should an event of default occur resulting in the
acceleration of other debt obligations of such subsidiaries in excess of $5
million, the long-term debt obligations containing such provisions could be
accelerated. The acceleration of our debt would adversely affect our liquidity
position and in turn, our financial condition.

Available Capacity Under Shelf Registration Statements

We maintain a shelf registration statement with the SEC that allows us to
issue up to $3 billion in securities. Under this registration statement, we can
issue a combination of debt, equity and other instruments, including trust
preferred securities of two wholly owned trusts, El Paso Capital Trust II and El
Paso Capital Trust III. If we issue securities from these trusts, we will be
required to issue full and unconditional guarantees on these securities. As of
December 31, 2003, we had $999 million remaining capacity under this shelf
registration statement. However, in order to access this capacity, we will be
required to increase the level of disclosure in our shelf registration statement
due to the non-timely filing of our annual financial statements. This increased
disclosure could be subject to review by the Securities and Exchange Commission
which could result in delays in accessing this capacity.

Letters of Credit

We enter into letters of credit in the ordinary course of our operating
activities. As of December 31, 2003, we had outstanding letters of credit of
approximately $1.4 billion versus $869 million as of December 31, 2002. Of the
$1.4 billion outstanding letters of credit, approximately $1.2 billion was
outstanding under our $3 billion revolving credit facility. Included in this
amount were $0.6 billion of letters of credit securing our recorded obligations
related to price risk management activities and $0.2 billion of letters of
credit associated with our Eagle Point and Aruba refineries that were sold in
2004. Of the outstanding letters of credit, $65 million was supported with cash
collateral.

Notes Payable to Affiliates

At December 31, 2002, our notes payable to affiliates was $390 million,
which included $248 million of Chaparral debt securities and $123 million of
Gemstone debt securities. We consolidated and/or retired all of these securities
during 2003.

21. PREFERRED INTERESTS OF CONSOLIDATED SUBSIDIARIES

In the past, we entered into financing transactions that have been
accomplished through the sale of preferred interests in consolidated
subsidiaries. Total amounts outstanding under these programs at December 31 were
as follows (in millions):

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Summarized below are our actions during 2003 related to our preferred
interests of consolidated subsidiaries (in millions):

Balance as of December 31, 2002............................. $3,255
Redemption of Trinity River............................... (980)
Refinancing and redemptions of Clydesdale................. (950)
Elimination of Gemstone preferred interest................ (300)
Redemption of Coastal Securities preferred stock.......... (100)
Reclassification of Capital Trust I and Coastal Finance
I(1)................................................... (625)
------
Balance as of December 31, 2003............................. $ 300
======

- ---------------

(1) These amounts were reclassified to long-term financing obligations as a
result of our adoption of SFAS No. 150. See Note 20.

Trinity River. In 1999, we entered into the Trinity River financing
arrangement to generate funds for investment and general operating purposes. As
of December 31, 2002, approximately $980 million was outstanding under this
arrangement. In the first quarter of 2003, we redeemed the entire $980 million
of the outstanding preferred interests under the arrangement with a portion of
the proceeds from the issuance of a $1.2 billion two-year term loan (see Note
20).

Clydesdale. In 2000, we entered into the Clydesdale financing arrangement
to generate funds for investment and general operating purposes. As of December
31, 2002, approximately $950 million was outstanding under this arrangement.
Prior to April 2003, we retired approximately $197 million of the third party
member interests in Clydesdale. In April 2003, we restructured the Clydesdale
arrangement whereby the remaining unredeemed preferred member interests of $753
million were converted to a term loan. The term loan was being amortized in
equal quarterly amounts of $100 million through 2005. We also purchased $10
million of preferred equity of the third party investor in Clydesdale, Mustang
Investors, L.L.C., which along with a financial guarantee of repayment by us,
resulted in the consolidation of Mustang in the second quarter of 2003. This
consolidation resulted in an increase in our long-term debt of approximately
$743 million and a reduction in our preferred interests of consolidated
subsidiaries of approximately $753 million. In December 2003, we repaid the
remaining amount outstanding on the Clydesdale term loan.

Gemstone. As of December 31, 2002, Gemstone owned $300 million in
preferred securities in two of our consolidated subsidiaries. In the second
quarter of 2003, we acquired a 100 percent interest in the holder of these
preferred interests and began consolidating this equity holder. As a result of
this consolidation, we eliminated this preferred interest (see Note 3).

Coastal Securities Company Preferred Stock. In 1996, Coastal Securities
Company Limited, our wholly owned subsidiary, issued 4 million shares of
preferred stock for $100 million to Cannon Investors Trust, which is an entity
comprised of a consortium of banks, to generate funds for investment and general
operating purposes. In December 2003, we redeemed the entire $100 million of the
outstanding preferred interests and paid the accrued and unpaid dividends.

El Paso Tennessee Preferred Stock. In 1996, El Paso Tennessee Pipeline
Co., our subsidiary, issued 6 million shares of publicly registered 8.25%
cumulative preferred stock with a par value of $50 per share for $300 million.
The preferred stock is redeemable, at our option, at a redemption price equal to
$50 per share, plus accrued and unpaid dividends, at any time. El Paso Tennessee
Pipeline Co. indirectly owns Tennessee Gas Pipeline Company, our marketing and
trading businesses and substantially all of our domestic and

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international power businesses. While not required, the following financial
information is intended to provide additional information on El Paso Tennessee
Pipeline Co. to its preferred security holders:

22. COMMITMENTS AND CONTINGENCIES

Legal Proceedings and Government Investigations

Western Energy Settlement. In June 2003, we announced that we had executed
a Master Settlement Agreement or MSA to resolve the principal litigation
relating to the sale or delivery of natural gas and/or electricity to or in the
Western United States. The MSA became effective in June 2004. The MSA, along
with separate settlement agreements, settled California lawsuits in the state
courts, the California Public Utilities Commission (CPUC) proceeding at the
FERC, and the California Attorney General investigation discussed herein.
Parties to the settlement agreements include private class action litigants in
California; the governor and lieutenant governor of California; the attorneys
general of California, Washington, Oregon and Nevada; the CPUC; the California
Electricity Oversight Board; the California Department of Water Resources;
Pacific Gas and Electric Company (PG&E), Southern California Edison Company,
five California municipalities and six non-class private plaintiffs. For a
discussion of the charges taken in connection with the Western Energy Settlement
as well as amounts released to the settling parties and our remaining
obligations under the settlement, see Note 6.

In the MSA, we agreed to the following terms:

- We made cash payments totaling $95.5 million for the benefit of the
parties to the definitive settlement agreements subsequent to the signing
of these agreements. This amount represents the originally announced $102
million cash payment less credits for amounts that have been paid to
other settling parties;

- We paid amounts equal to the proceeds from the issuance of approximately
26.4 million shares of our common stock on behalf of the settling
parties. The proceeds from such sales in 2003 and 2004 totalling
approximately $195 million were deposited into an escrow account for the
benefit of the settling parties;

- We deposited approximately $250 million in escrow for the benefit of the
settling parties within 180 days of the signing of the definitive
settlement agreements;

- We will pay $45 million in cash per year in semi-annual payments over a
20-year period. This long-term payment obligation is a direct obligation
of El Paso Corporation and El Paso Merchant Energy, L.P. (EPME) and will
be guaranteed by our subsidiary, EPNG. We were required to provide

153

collateral for this obligation in the form of natural gas and oil
reserves. We posted oil and gas collateral to collateralize these payment
obligations in June 2004 upon the effectiveness of the MSA; and

- EPME agreed to receive reduced payments due under a power supply
transaction with the California Department of Water Resources by a total
of $125 million, pro rated on a monthly basis over the remaining 30 month
term of the transaction. The difference between the current payments and
the reduced payments prior to the effectiveness of the MSA was placed
into escrow for the benefit of the settling parties on a monthly basis.
Upon effectiveness, the actual payments to EPME for delivered power were
made at the reduced amounts.

The MSA is in addition to the Joint Settlement Agreement or JSA announced
earlier in June 2003 where we agreed to provide structural relief to the
settling parties. In the JSA, we agreed to do the following:

- Subject to the conditions in the settlement; (1) make 3.29 Bcf/d of
primary firm pipeline capacity on our EPNG system available to California
delivery points during a five year period from the date of settlement,
but only if shippers sign firm contracts for 3.29 Bcf/d of capacity with
California delivery points; (2) maintain facilities sufficient to deliver
3.29 Bcf/d to the California delivery points; and (3) not add any firm
incremental load to our EPNG system that would prevent it from satisfying
its obligation to provide this capacity;

- Construct a new 320 MMcf/d, Line 2000 Power-Up expansion project and
forego recovery of the cost of service of this expansion until EPNG's
next rate case before the FERC;

- Clarify the rights of Northern California shippers to recall some of
EPNG's system capacity (Block II capacity) to serve markets in PG&E's
service area; and

- With limited exceptions, bar any of our affiliated companies from
obtaining additional firm capacity on our EPNG pipeline system during a
five year period from the effective date of the settlement.

In June 2003, in anticipation of the execution of the MSA, El Paso, the
CPUC, PG&E, Southern California Edison Company, and the City of Los Angeles
filed the JSA described above with the FERC in resolution of the CPUC complaint
proceeding discussed below. In November 2003, the FERC approved the JSA with
minor modifications. Our east of California shippers filed requests for
rehearing, which were denied by the FERC on March 30, 2004. Certain shippers
have appealed the FERC's ruling to the U.S. Court of Appeals for the District of
Columbia.

We are a defendant in a number of additional lawsuits, pending in several
Western states, relating to various aspects of the 2000-2001 Western energy
crisis. We do not believe these additional lawsuits, either individually or in
the aggregate, will have a material impact on us.

Shareholder Class Action Suits. Beginning in July 2002, twelve purported
shareholder class action lawsuits alleging violations of federal securities laws
have been filed against us and several of our former officers. Eleven of these
lawsuits are now consolidated in federal court in Houston before a single judge.
The twelfth lawsuit, filed in the Southern District of New York, was dismissed
in light of similar claims being asserted in the consolidated suits in Houston.
The lawsuits generally challenge the accuracy or completeness of press releases
and other public statements made during 2001 and 2002. Two shareholder
derivative actions have also been filed which generally allege the same claims
as those made in the consolidated shareholder class action lawsuits. One, which
was filed in federal court in Houston in August 2002, has been consolidated with
the shareholder class actions pending in Houston, and has been stayed. The
second shareholder derivative lawsuit, filed in Delaware State Court in October
2002, generally alleges the same claims as those made in the consolidated
shareholder class action lawsuit and also has been stayed. Two other shareholder
derivative lawsuits are now consolidated in state court in Houston. Both
generally allege that manipulation of California gas supply and gas prices
exposed us to claims of antitrust conspiracy, FERC penalties and erosion of
share value. Our costs and legal exposure related to these lawsuits and claims
are not currently determinable.

Beginning in February 2004, seventeen purported shareholder class action
lawsuits alleging violations of federal securities laws were filed against us
and several individuals in federal court in Houston. The lawsuits generally
allege that our reporting of natural gas and oil reserves was materially false
and misleading. Each of
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these lawsuits recently has been consolidated into the shareholder lawsuits
described in the immediately preceding paragraph. An amended complaint in this
consolidated securities lawsuit was filed on July 2, 2004.

In September 2004, a new derivative lawsuit was filed in federal court in
Houston against certain of El Paso's current and former directors and officers.
The claims in this new derivative lawsuit are for the most part the same claims
made in the June 2004 consolidated amended complaint in the securities lawsuit.
The one distinction is that the derivative lawsuit includes a claim for
disgorgement under Sarbanes-Oxley Act of 2002 against certain of the
individually named defendants.

ERISA Class Action Suit. In December 2002, a purported class action
lawsuit was filed in federal court in Houston alleging generally that our direct
and indirect communications with participants in the El Paso Corporation
Retirement Savings Plan included misrepresentations and omissions that caused
members of the class to hold and maintain investments in El Paso stock in
violation of the Employee Retirement Income Security Act (ERISA). That lawsuit
recently was amended to include allegations relating to our reporting of natural
gas and oil reserves. Our costs and legal exposure related to this lawsuit are
not currently determinable; however, we believe this matter will be covered by
insurance.

CPUC Complaint Proceeding Docket No. RP00-241-000. In April 2000, the CPUC
filed a complaint under Section 5 of the Natural Gas Act (NGA) with FERC
alleging that EPNG's sale of approximately 1.2 Bcf of capacity to its affiliate,
EPME, raised issues of market power and was a violation of the FERC's marketing
affiliate regulations and asked that the contracts be voided. In the spring and
summer of 2001, hearings were held before an ALJ to address the market power
issue and the affiliate issue. On November 19, 2003, the FERC approved the JSA,
which is part of the Western Energy Settlement and vacated the ALJ's initial
decisions. That decision was upheld by the FERC in an order issued on March 30,
2004. On April 9, 2004, certain shippers appealed both FERC orders on this
matter to the U.S. Court of Appeals for the District of Columbia Circuit.

Governmental and Other Reviews. In October 2003, we announced that the SEC
had authorized the Staff of the Fort Worth Regional Office to conduct an
investigation of certain aspects of our periodic reports filed with the SEC. The
investigation appears to be focused principally on our power plant contract
restructurings and the related disclosures and accounting treatment for the
restructured power contracts, including in particular the Eagle Point
restructuring transaction completed in 2002. We are cooperating with the SEC
investigation.

Wash Trades. In June 2002, we received an informal inquiry from the SEC
regarding the issue of round trip trades. Although we do not believe any round
trip trades occurred, we submitted data to the SEC in July 2002. In July 2002,
we received a federal grand jury subpoena for documents concerning round trip or
wash trades. We have complied with those requests. We are also cooperating with
the U.S. Attorney regarding an investigation of specific transactions executed
in connection with our production hedges.

Price Reporting. In October 2002, the FERC issued data requests regarding
price reporting of transactional data to the energy trade press. We provided
information to the FERC, the Commodity Futures Trading Commission (CFTC) and the
U.S. Attorney in response to their requests. In the first quarter of 2003, we
announced a settlement between EPME and the CFTC of the price reporting matter
providing for the payment by EPME of a civil monetary penalty of $20 million,
$10 million of which is payable in 2006, without admitting or denying the CFTC
holdings in the order. We are continuing to cooperate with the U.S. Attorney's
investigation of this matter.

Reserve Revisions. In March 2004, we received a subpoena from the SEC
requesting documents relating to our reserve revisions. We have also received
federal grand jury subpoenas for documents with regard to the reserve revisions.
We are cooperating with the SEC and the U.S. Attorney investigations into the
matter.

CFTC Investigation. In April 2004, our affiliates elected to voluntarily
cooperate with the CFTC in connection with the CFTC's industry-wide
investigation of activities affecting the price of natural gas in the fall of
2003. Specifically, our affiliates provided information relating to storage
reports provided to the Energy

155

Information Administration for the period of October 2003 through December 2003.
On August 30, 2004, the CFTC announced they had completed the investigation and
found no evidence of wrongdoing.

Iraq Oil Sales. In September 2004, the Coastal Corporation (now El Paso
CGP Company) received a subpoena from the grand jury of the U.S. District Court
for the Southern District of New York to produce records regarding the United
Nation's Oil for Food Program governing sales of Iraqi oil. The subpoena seeks
various records relating to transactions in oil of Iraqi origin during the
period from 1995 to 2003. Others in the energy industry have received similar
subpoenas.

Carlsbad. In August 2000, a main transmission line owned and operated by
EPNG ruptured at the crossing of the Pecos River near Carlsbad, New Mexico.
Twelve individuals at the site were fatally injured. On June 20, 2001, the U.S.
Department of Transportation's Office of Pipeline Safety issued a Notice of
Probable Violation and Proposed Civil Penalty to EPNG. The Notice alleged five
violations of DOT regulations, proposed fines totaling $2.5 million and proposed
corrective actions. EPNG has fully accrued for these fines. In October 2001,
EPNG filed a response with the Office of Pipeline Safety disputing each of the
alleged violations. In December 2003, the matter was referred to the Department
of Justice.

After a public hearing conducted by the National Transportation Safety
Board (NTSB) on its investigation into the Carlsbad rupture, the NTSB published
its final report in April 2003. The NTSB stated that it had determined that the
probable cause of the August 2000 rupture was a significant reduction in pipe
wall thickness due to severe internal corrosion, which occurred because EPNG's
corrosion control program "failed to prevent, detect, or control internal
corrosion" in the pipeline. The NTSB also determined that ineffective federal
preaccident inspections contributed to the accident by not identifying
deficiencies in EPNG's internal corrosion control program.

On November 1, 2002, EPNG received a federal grand jury subpoena for
documents related to the Carlsbad rupture and cooperated fully in responding to
the subpoena. That subpoena has since expired. In December 2003 and January
2004, eight current and former employees were served with testimonial subpoenas
issued by the grand jury. Six individuals testified in March 2004. On April 2,
2004, we and EPNG received a new federal grand jury subpoena requesting
additional documents. We have responded fully to this subpoena. Two additional
employees testified before the grand jury in June 2004.

A number of personal injury and wrongful death lawsuits were filed against
EPNG in connection with the rupture. All of these lawsuits have been settled,
with settlement payments fully covered by insurance. In connection with the
settlement of the cases, EPNG contributed $10 million to a charitable foundation
as a memorial to the families involved. The contribution was not covered by
insurance.

Parties to four of the settled lawsuits have since filed an additional
lawsuit titled Diane Heady et al. v. EPEC and EPNG in Harris County, Texas on
November 20, 2002, seeking additional sums based upon their interpretation of
earlier settlement agreements. An agreement in principle has been reached which
will resolve all issues with these parties. In addition, a lawsuit entitled
Baldonado et. al. v. EPNG was filed on June 30, 2003 in state court in Eddy
County, New Mexico on behalf of 23 firemen and EMS personnel who responded to
the fire and who allegedly have suffered psychological trauma. This case was
dismissed by the trial court. The appeals court initially issued a notice
dismissing all claims. This decision was appealed and the appeals court has
agreed to hear this matter. Briefs will be filed by the end of this year. We
believe that decision may be appealed. Our costs and legal exposure related to
the Baldonado lawsuit are not currently determinable, however we believe this
matter will be fully covered by insurance.

Grynberg. A number of our subsidiaries were named defendants in actions
filed in 1997 brought by Jack Grynberg on behalf of the U.S. Government under
the False Claims Act. Generally, these complaints allege an industry-wide
conspiracy to underreport the heating value as well as the volumes of the
natural gas produced from federal and Native American lands, which deprived the
U.S. Government of royalties. The plaintiff in this case seeks royalties that he
contends the government should have received had the volume and heating value
been differently measured, analyzed, calculated and reported, together with
interest, treble damages, civil penalties, expenses and future injunctive relief
to require the defendants to adopt allegedly appropriate gas measurement
practices. No monetary relief has been specified in this case. These matters
have

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been consolidated for pretrial purposes (In re: Natural Gas Royalties Qui Tam
Litigation, U.S. District Court for the District of Wyoming, filed June 1997).
Discovery is proceeding. Our costs and legal exposure related to these lawsuits
and claims are not currently determinable.

Will Price (formerly Quinque). A number of our subsidiaries are named as
defendants in Will Price, et al. v. Gas Pipelines and Their Predecessors, et
al., filed in 1999 in the District Court of Stevens County, Kansas. Plaintiffs
allege that the defendants mismeasured natural gas volumes and heating content
of natural gas on non-federal and non-Native American lands and seek to recover
royalties that they contend they should have received had the volume and heating
value of natural gas produced from their properties been differently measured,
analyzed, calculated and reported, together with prejudgment and postjudgment
interest, punitive damages, treble damages, attorneys' fees, costs and expenses,
and future injunctive relief to require the defendants to adopt allegedly
appropriate gas measurement practices. No monetary relief has been specified in
this case. Plaintiffs' motion for class certification of a nationwide class of
natural gas working interest owners and natural gas royalty owners was denied on
April 10, 2003. Plaintiffs were granted leave to file a Fourth Amended Petition,
which narrows the proposed class to royalty owners in wells in Kansas, Wyoming
and Colorado and removes claims as to heating content. A second class action has
since been filed as to the heating content claims. Our costs and legal exposure
related to these lawsuits and claims are not currently determinable.

MTBE. In compliance with the 1990 amendments to the Clean Air Act, we use
the gasoline additive, methyl tertiary-butyl ether (MTBE), in some of our
gasoline. We have also produced, bought, sold and distributed MTBE. A number of
lawsuits have been filed throughout the U.S. regarding MTBE's potential impact
on water supplies. We and our subsidiaries are currently one of several
defendants in over 50 such lawsuits nationwide, which have been consolidated for
pre-trial purposes in multi-district litigation in the U.S. District Court for
the Southern District of New York. The plaintiffs generally seek remediation of
their groundwater, prevention of future contamination, a variety of compensatory
damages, punitive damages, attorney's fees, and court costs. Our costs and legal
exposure related to these lawsuits and claims are not currently determinable.

In addition to the above matters, we and our subsidiaries and affiliates
are named defendants in numerous lawsuits and governmental proceedings that
arise in the ordinary course of our business. There are also other regulatory
rules and orders in various stages of adoption, review and/or implementation,
none of which we believe will have a material impact on us.

For each of our outstanding legal matters, we evaluate the merits of the
case, our exposure to the matter, possible legal or settlement strategies and
the likelihood of an unfavorable outcome. If we determine that an unfavorable
outcome is probable and can be estimated, we establish the necessary accruals.
As this information becomes available, or other relevant developments occur, we
will adjust our accrual amounts accordingly. While there are still uncertainties
related to the ultimate costs we may incur, based upon our evaluation and
experience to date, we believe our current reserves are adequate. As of December
31, 2003, we had approximately $1.2 billion accrued for all outstanding legal
matters, which includes the accruals related to our Western Energy Settlement.

Environmental Matters

We are subject to federal, state and local laws and regulations governing
environmental quality and pollution control. These laws and regulations require
us to remove or remedy the effect on the environment of the disposal or release
of specified substances at current and former operating sites. As of December
31, 2003, we had accrued approximately $412 million, including approximately
$400 million for expected remediation costs and associated onsite, offsite and
groundwater technical studies, and approximately $12 million for related
environmental legal costs, which we anticipate incurring through 2027. Of the
$412 million accrual, $179 million was reserved for facilities we currently
operate, and $233 million was reserved for non-operating sites (facilities that
are shut down or have been sold) and superfund sites.

Our reserve estimates range from approximately $412 million to
approximately $632 million. Our accrual represents a combination of two
estimation methodologies. First, where the most likely outcome can be
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reasonably estimated, that cost has been accrued ($94 million). Second, where
the most likely outcome cannot be estimated, a range of costs is established
($318 million to $538 million) and the lower end of the range has been accrued.
By type of site, our reserves are based on the following estimates of reasonably
possible outcomes.

Below is a reconciliation of our accrued liability as of December 31, 2003
(in millions):

Balance as of January 1, 2003............................... $389
Additions/adjustments for remediation activities............ 8
Payments for remediation activities......................... (52)
Other changes, net.......................................... 67
----
Balance as of December 31, 2003............................. $412
====

For 2004, we estimate that our total remediation expenditures will be
approximately $68 million. In addition, we expect to make capital expenditures
for environmental matters of approximately $86 million in the aggregate for the
years 2004 through 2008. These expenditures primarily relate to compliance with
clean air regulations.

Internal PCB Remediation Project. Since 1988, TGP, our subsidiary, has
been engaged in an internal project to identify and address the presence of
polychlorinated biphenyls (PCBs) and other substances, including those on the
EPA List of Hazardous Substances (HSL), at compressor stations and other
facilities it operates. While conducting this project, TGP has been in frequent
contact with federal and state regulatory agencies, both through informal
negotiation and formal entry of consent orders. TGP executed a consent order in
1994 with the EPA, governing the remediation of the relevant compressor
stations, and is working with the EPA and the relevant states regarding those
remediation activities. TGP is also working with the Pennsylvania and New York
environmental agencies regarding remediation and post-remediation activities at
its Pennsylvania and New York stations. In May 2003 we finalized a new estimate
of the cost to complete the PCB/HSL Project. Over the years there have been
developments that impacted various individual components, but our ability to
estimate a more likely outcome for the total project has not been possible until
recently. The new estimate identified a $31 million reduction in our estimated
cost to complete the project.

PCB Cost Recoveries. In May 1995, following negotiations with its
customers, TGP filed an agreement with the FERC that established a mechanism for
recovering a substantial portion of the environmental costs identified in its
internal remediation project. The agreement, which was approved by the FERC in
November 1995, provided for a PCB surcharge on firm and interruptible customers'
rates to pay for eligible remediation costs, with these surcharges to be
collected over a defined collection period. TGP has received approval from the
FERC to extend the collection period, which is now currently set to expire in
June 2006. The agreement also provided for bi-annual audits of eligible costs.
As of December 31, 2003, TGP had pre-collected PCB costs by approximately $119
million. This pre-collected amount will be reduced by future eligible costs
incurred for the remainder of the remediation project. To the extent actual
eligible expenditures are less than the amounts pre-collected, TGP will refund
to its customers the difference, plus carrying charges incurred up to the date
of the refunds. As of December 31, 2003, TGP has recorded a regulatory liability
(included in other non-current liabilities on its balance sheet) of $87 million
for estimated future refund obligations.

CERCLA Matters. We have received notice that we could be designated, or
have been asked for information to determine whether we could be designated, as
a Potentially Responsible Party (PRP) with respect to 62 active sites under the
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or
state equivalents. We have sought to resolve our liability as a PRP at these
sites through

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indemnification by third-parties and settlements which provide for payment of
our allocable share of remediation costs. As of December 31, 2003, we have
estimated our share of the remediation costs at these sites to be between $32
million and $44 million. Since the clean-up costs are estimates and are subject
to revision as more information becomes available about the extent of
remediation required, and because in some cases we have asserted a defense to
any liability, our estimates could change. Moreover, liability under the federal
CERCLA statute is joint and several, meaning that we could be required to pay in
excess of our pro rata share of remediation costs. Our understanding of the
financial strength of other PRPs has been considered, where appropriate, in
estimating our liabilities. Accruals for these issues are included in the
previously indicated estimates for Superfund sites.

It is possible that new information or future developments could require us
to reassess our potential exposure related to environmental matters. We may
incur significant costs and liabilities in order to comply with existing
environmental laws and regulations. It is also possible that other developments,
such as increasingly strict environmental laws and regulations and claims for
damages to property, employees, other persons and the environment resulting from
our current or past operations, could result in substantial costs and
liabilities in the future. As this information becomes available, or other
relevant developments occur, we will adjust our accrual amounts accordingly.
While there are still uncertainties relating to the ultimate costs we may incur,
based upon our evaluation and experience to date, we believe our current
reserves are adequate.

Other

Enron Bankruptcy. In December 2001, Enron Corp. and a number of its
subsidiaries, including Enron North America Corp. (ENA) and Enron Power
Marketing, Inc. (EPMI) filed for Chapter 11 bankruptcy protection in New York.
We had various contracts with Enron marketing and trading entities, and most of
the trading-related contracts were terminated due to the bankruptcy. In October
2002, we filed proofs of claims against the Enron trading entities totaling
approximately $317 million. We sold $244 million of the original claims to a
third party. Enron also maintained that El Paso Merchant Energy-Petroleum owed
it approximately $3 million, and that EPME owed EPMI $46 million, each due to
the termination of petroleum and physical power contracts. In both cases, we
maintained that due to contractual setoff rights, no money was owed to the Enron
parties. Additionally, EPME maintained that EPMI owed EPME $30 million due to
the termination of the physical power contract, which is included in the $317
million of filed claims. EPMI filed a lawsuit against EPME and its guarantor, El
Paso Corporation, based on the alleged $46 million liability. On June 24, 2004,
the Bankruptcy Court approved a settlement agreement with Enron that resolved
all of the foregoing issues as well as most other trading or merchant issues
between the parties. Our European trading businesses also asserted $20 million
in claims against Enron Capital and Trade Resources Limited, which are subject
to separate proceedings in the United Kingdom, in addition to a corresponding
claim against Enron Corp. based on a corporate guarantee. After considering the
valuation and setoff arguments and the reserves we have established, we believe
our overall exposure to Enron is $3 million.

In addition, various Enron subsidiaries had transportation contracts on
several of our pipeline systems. Most of these transportation contracts have now
been rejected, and our pipeline subsidiaries have filed proofs of claim totaling
approximately $137 million. EPNG filed the largest proof of claim in the amount
of approximately $128 million, which included $18 million for amounts due for
services provided through the date the contracts were rejected and $110 million
for damage claims arising from the rejection of its transportation contracts.
EPNG expects that Enron will vigorously contest these claims. Given the
uncertainty of the bankruptcy process, the results are uncertain. We have fully
reserved for the amounts due through the date the contracts were rejected, and
we have not recognized any amounts under these contracts since the rejection
date.

Duke Litigation. Citrus Trading Corporation (CTC), a direct subsidiary of
Citrus Corp. (Citrus) has filed suit against Duke Energy LNG Sales, Inc (Duke)
and PanEnergy Corp., the holding company of Duke, seeking damages of $185
million for breach of a gas supply contract and wrongful termination of that
contract. Duke sent CTC notice of termination of the gas supply contract
alleging failure of CTC to increase the amount of an outstanding letter of
credit as collateral for its purchase obligations. Duke has filed in federal
court an amended counter claim joining Citrus and a cross motion for partial
summary judgment, requesting
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that the court find that Duke had a right to terminate it gas sales contract
with CTC due to the failure of CTC to adjust the amount of the letter of credit
supporting its purchase obligations. CTC filed an answer to Duke's motion, which
is currently pending before the court.

Economic Conditions of Brazil. We own and have investments in power,
pipeline and production assets in Brazil with an aggregate exposure, including
financial guarantees, of approximately $1.6 billion. During 2002, Brazil
experienced a significant decline in its financial markets due largely to
concerns over the refinancing of its foreign debt and the presidential elections
which were completed in late November 2002. These concerns contributed to
significantly higher interest rates in 2002 on local debt for the government and
private sectors, significantly decreased the availability of funds from lenders
outside of Brazil and decreased the amount of foreign investment in the country.
In addition, the government may impose or attempt to impose changes that could
affect our investments, including imposing price controls on electricity and
fuels, attempting to force renegotiation of power purchase agreements (PPA's)
which provide for partial protection from local currency devaluation or
attempting to impose other concessions. These developments have delayed and may
continue to delay the implementation of project financings planned and underway
in Brazil (although we have raised $420 million of non-recourse debt on our
Macae power project through February 2004). We currently believe that the
economic difficulties in Brazil will not have a material adverse effect on our
investment in the country, but we continue to monitor the economic situation and
potential changes in governmental policy, and are working with the
state-controlled utilities in Brazil that are counterparties under our projects'
PPA's to attempt to maintain the economic returns we anticipated when we made
our investments. Some of the specific difficulties we are experiencing in Brazil
are discussed below.

We own a 60 percent interest in a 484 MW gas-fired power project known as
the Araucaria project located near Curitiba, Brazil. The project company in
which we have an ownership interest has a 20-year PPA with a regional utility
that is currently in international arbitration and in litigation in Curitiba
courts. A Curitiba court has ruled that the arbitration clause in the PPA is
invalid, and has enjoined the project company from prosecuting its arbitration
under penalty of approximately $173,000 in daily fines. The project company is
appealing this ruling, and has obtained a stay order in any imposition of daily
fines pending the outcome of the appeal. Our investment in the Araucaria project
was $181 million at December 31, 2003. Based on the future outcome of our
dispute under the PPA, we could be required to write down the value of our
investment.

We own two projects located in Manaus, Brazil. The first project is a 238
MW fuel-oil fired plant known as the Manaus Project, which has a net book value
of $104 million at December 31, 2003 and the second project is a 158 MW fuel-oil
fired plant known as the Rio Negro Project with a net book value of plant
equipment of $108 million at December 31, 2003. The Manaus Project's PPA
currently expires in January 2005 and the Rio Negro Project's PPA currently
expires in January 2006. In the first quarter of 2003, the Manaus Project began
experiencing delays in payment from the purchaser of our power, Manaus Energia
S.A. In the fourth quarter of 2003, all of the contractual issues were resolved
and a payment schedule was established and is being followed for all payments in
arrears. These past due payments were collected as of March 2004. As of December
31, 2003, our accounts receivable on the Manaus Project is $19 million. In
addition, we have filed a lawsuit in the Brazilian courts against Manaus Energia
on the Rio Negro Project regarding a tariff dispute related to power sales from
1999 to 2003 and have an additional long-term receivable of $32 million which is
a subject of this lawsuit. As a result of changes in the Brazilian political
environment in early 2004, Manaus Energia issued a request for power supply
proposals for 450 MW to 525 MW of net generating capacity from 2005 to 2006. The
bid qualifications issued by Manaus Energia may prohibit us from supplying power
from our Manaus and Rio Negro projects. We have filed both administrative and
legal challenges to these bid qualifications and intend to submit a bid. A
non-governmental organization has obtained a preliminary injunction enjoining
Manaus Energia from proceeding with the bid process until a decision on the
merits of their complaint is made. Based on the expected results of the bid
process and its impact on the future outcome of any negotiations to extend the
term of the PPA's, we recorded an impairment charge of approximately $135
million in the first quarter of 2004. Based on the future outcome of the lawsuit
related to the $32 million receivable, we could be required to provide an
allowance for the receivable discussed above.

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We own a 50 percent interest in a 404 MW dual-fuel-fired power project
known as the Porto Velho Project, located in Porto Velho, Brazil. The Porto
Velho Project has two PPA's. The first PPA has a term of ten years and relates
to the first phase of the project. The second PPA has a term of 20 years and
relates to the second 345 MW phase of the project. We are negotiating certain
provisions of both PPA's with EletroNorte, including the amount of installed
capacity, energy prices, take or pay levels, the term of the first PPA and other
issues. Although the current terms of the PPA's and the proposed amendments do
not indicate an impairment of our investment, which was $283 million at December
31, 2003, we may be required to write down the value of our investment if these
negotiations are resolved unfavorably.

While the outcome of these matters cannot be predicted with certainty we
believe we have established appropriate reserves for these matters. However, it
is possible that new information or future developments could require us to
reassess our potential exposure related to these matters, and adjust our
accruals accordingly. The impact of these changes may have a material effect on
our results of operations, our financial position, and our cash flows in the
periods these events occur.

Commitments and Purchase Obligations

Operating Leases. We maintain operating leases in the ordinary course of
our business activities. These leases include those for office space and
operating facilities and office and operating equipment, and the terms of the
agreements vary from 2004 until 2053. As of December 31, 2003, our total
commitments under operating leases were approximately $488 million. Minimum
annual rental commitments under our operating leases at December 31, 2003, were
as follows:

Aggregate minimum commitments have not been reduced by minimum sublease
rentals of approximately $16 million due in the future under noncancelable
subleases. Rental expense on our operating leases for the years ended December
31, 2003, 2002 and 2001 was $72 million, $146 million, and $94 million.

In May 2004, we announced we would consolidate our Houston-based operations
into one location. We anticipate the consolidation will be substantially
complete by the end of 2004. As a result, we have established or will establish
an accrual to record a liability for our obligations under the terms of the
leases in the period that the space is vacated and available for subleasing. We
currently lease approximately 912,000 square feet of office space in the
buildings we are vacating under various leases with lease terms expiring in 2004
through 2014. We estimate the total accrual for the space will be approximately
$80 million to $100 million. Expenses related to the relocation will be expensed
in the period that they are incurred.

Guarantees. We are involved in various joint ventures and other ownership
arrangements that sometimes require additional financial support that results in
the issuance of financial and performance guarantees. In a financial guarantee,
we are obligated to make payments if the guaranteed party fails to make payments
under, or violates the terms of, the financial arrangement. In a performance
guarantee, we provide assurance that the guaranteed party will execute on the
terms of the contract. If they do not, we are required to perform on their
behalf. As of December 31, 2003, we had approximately $277 million of financial
and performance guarantees not otherwise reflected in our financial statements.

We also periodically provide indemnification arrangements related to assets
or businesses we have sold. These arrangements include, indemnification for
income taxes, the resolution of existing disputes,

161

environmental matters, and necessary expenditures to ensure the safety and
integrity of the assets sold. In these cases, we evaluate at the time the
guaranty is entered into and in each period thereafter whether a liability
exists and, if so, if it can be estimated. We record accruals when both these
criteria are met. As of December 31, 2003, we had accrued $78 million related to
these arrangements.

Other Commercial Commitments. We have various other commercial commitments
and purchase obligations that are not recorded on our balance sheet. At December
31, 2003, we had firm commitments under tolling, transportation and storage
capacity contracts of $1.8 billion, commodity purchase commitments of $361
million and other purchase and capital commitments (including maintenance,
engineering, procurement and construction contracts) of $429 million. Included
in other purchase and capital commitments is our purchase obligation, entered
into during 2003, to acquire pipe and other equipment to be used in our Cheyenne
Plains Pipeline project totaling $136 million, which will be paid during 2004.

23. RETIREMENT BENEFITS

Pension Benefits

Our primary pension plan is a defined benefit plan that covers
substantially all of our U.S. employees and provides benefits under a cash
balance formula. Certain employees who participated in the prior pension plans
of El Paso, Sonat or Coastal receive the greater of cash balance benefits or
transition benefits under the prior plan formulas. Transition benefits reflect
prior plan accruals for these employees through December 31, 2001, December 31,
2004 and March 31, 2006. We do not anticipate making any contributions to this
pension plan in 2004.

In addition to our primary pension plan, we maintain a Supplemental
Executive Retirement Plan (SERP) that provides benefits to selected officers and
key management. The SERP provides benefits in excess of certain IRS limits that
essentially mirror those in the primary pension plan. We also maintain two other
pension plans that are closed to new participants which provide benefits to
former employees of our previously discontinued coal and convenience store
operations. The SERP and the frozen plans together are referred to below as
other pension plans. We also participate in one multi-employer pension plan for
the benefit of our employees who are union members. Our contributions to this
plan during 2003, 2002 and 2001 were not material. We expect to contribute $6
million to the SERP in 2004. We do not anticipate making any contributions to
our other pension plans in 2004.

In 2001, we offered an early retirement incentive program associated with
our pension plans for eligible employees of Coastal. This program offered
enhanced pension benefits to individuals who elected early retirement. Net
charges incurred in connection with this program were approximately $137 million
in 2001. During 2003, we had $11 million in charges in our primary pension plan
that resulted from employee terminations and our internal reorganization.

Retirement Savings Plan

We maintain a defined contribution plan covering all of our U.S. employees.
Prior to May 1, 2002, we matched 75 percent of participant basic contributions
up to 6 percent, with the matching contribution being made to the plan's stock
fund which participants could diversify at any time. After May 1, 2002, the plan
was amended to allow for company matching contributions to be invested in the
same manner as that of participant contributions. Effective March 1, 2003, we
suspended the matching contribution, but reinstituted it again at a rate of 50
percent of participant basic contributions up to 6 percent on July 1, 2003.
Effective July 1, 2004, we increased the matching contribution to 75 percent of
participant basic contributions up to 6 percent. As a result of El Paso not
being current on its SEC filings, the Plan Committee temporarily suspended
participants from making future contributions to or transferring other
investment funds to the El Paso Corporation Stock Fund effective June 25, 2004.
This temporary suspension does not affect the participant's ability to maintain
or transfer the investment that they may currently have in the El Paso
Corporation Stock Fund. Participants may continue to sell stock currently held
in the El Paso Corporation Stock Fund at their discretion (subject to any
insider trading restrictions). As soon as El Paso completes its required SEC
filings and is in compliance with the SEC requirements, participants will be
able to invest in the
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El Paso Corporation Stock Fund again. Amounts expensed under this plan were
approximately $14 million, $28 million and $30 million for the years ended
December 31, 2003, 2002 and 2001.

Other Postretirement Benefits

We provide postretirement medical benefits for closed groups of retired
employees and limited postretirement life insurance benefits for current and
retired employees. Other postretirement employee benefits (OPEB) are prefunded
to the extent such costs are recoverable through rates. To the extent actual
OPEB costs for our regulated pipeline companies differ from the amounts
recovered in rates, a regulatory asset or liability is recorded. We expect to
contribute $59 million to these postretirement plans in 2004. Medical benefits
for these closed groups of retirees may be subject to deductibles, co-payment
provisions, and other limitations and dollar caps on the amount of employer
costs, and we reserve the right to change these benefits. In 2001, we offered a
one-time election to continue benefits in our postretirement medical and life
plans through an early retirement incentive program for eligible employees of
Coastal. Net charges incurred with the Coastal program were approximately $65
million.

On December 8, 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 was signed into law. Benefit obligations and costs
reported that are related to prescription drug coverage do not reflect the
impact of this legislation. Current accounting standards that are effective in
2004 may require changes to previously reported benefit information.

Below is our projected benefit obligation, accumulated benefit obligation,
fair value of plan assets as of September 30, our plan measurement date, and
related balance sheet accounts for our pension plans as of December 31:

Below is information for our pension plans that have accumulated benefit
obligations in excess of plan assets for the year ended December 31:

We are required to recognize an additional minimum liability for pension
plans with an accumulated benefit obligation in excess of plan assets. We
recorded other comprehensive income (loss) of $18 million in 2003 and $(55)
million in 2002 related to the change in this additional minimum liability.

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Below is the change in projected benefit obligation, change in plan assets
and reconciliation of funded status for our pension and other postretirement
benefit plans. Our benefits are presented and computed as of and for the twelve
months ended September 30.

- ---------------

(1) Our unrecognized net actuarial loss as of September 30, 2003, and for the
year ended December 31, 2003, was primarily the result of a decrease in the
discount rate used in the actuarial calculation and lower actual returns on
plan assets compared to our expected return during 2002. We recognize the
difference between the actual return and our expected return over a three
year period as permitted by SFAS No. 87.

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The portion of our other postretirement benefit obligation included in
current liabilities was $45 million and $35 million as of December 31, 2003 and
2002. For each of the years ended December 31, the components of net benefit
cost (income) are as follows:

- ---------------

(1) As permitted, the amortization of any prior service cost is determined using
a straight-line amortization of the cost over the average remaining service
period of employees expected to receive benefits under the plan.

Projected benefit obligations and net benefit cost are based on actuarial
estimates and assumptions. The following table details the weighted-average
actuarial assumptions used in determining the projected benefit obligation and
net benefit cost of our pension and other postretirement plans for 2003, 2002
and 2001:

- ---------------

(1) The expected return on plan assets is a pre-tax rate (before a tax rate of
27 percent on other postretirement benefits) that is primarily based on an
expected risk-free investment return, adjusted for historical risk premiums
and specific risk adjustments associated with our debt and equity
securities. These expected returns were then weighted based on our target
asset allocations of our investment portfolio. For 2004, the assumed
expected return on assets for pension benefits will be reduced to 8.50%.

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Actuarial estimates for our other postretirement benefit plans assumed a
weighted-average annual rate of increase in the per capita costs of covered
health care benefits of 10.0 percent in 2003, gradually decreasing to 5.5
percent by the year 2008. Assumed health care cost trends have a significant
effect on the amounts reported for other postretirement benefit plans. A
one-percentage point change in assumed health care cost trends would have the
following effects as of September 30:

Plan Assets

The following table provides the target and actual asset allocations in our
pension and other postretirement benefit plans as of September 30:

- ---------------

(1) Actuals for our pension plans include $33 million (1.5 percent of total
assets) and $39 million (1.8 percent of total assets) of our common stock at
September 30, 2003 and September 30, 2002.

The primary investment objective of our plans is to ensure, that over the
long-term life of the plans, an adequate pool of sufficiently liquid assets to
support the benefit obligations to participants, retirees and beneficiaries
exists. In meeting this objective, the plans seek to achieve a high level of
investment return consistent with a prudent level of portfolio risk. Investment
objectives are long-term in nature covering typical market cycles of three to
five years. Any shortfall of investment performance compared to investment
objectives is the result of general economic and capital market conditions.

In late 2003, we modified our target asset allocations for our other
postretirement benefit plans to increase our equity allocation to 65 percent of
total plan assets and as a result, the actual assets as of September 30, 2003
had not yet been adjusted to reflect this allocation change. For 2004, we
modified our target and actual asset allocations for our pension plans to reduce
our equity allocation to 60 percent of total plan assets. Correspondingly, our
2004 assumption related to the expected return on plan assets will be reduced
from 8.80% to 8.50% to reflect this change.

24. CAPITAL STOCK

Common Stock

In November and December 2003, we issued 17.6 million shares of common
stock for approximately $121 million in partial satisfaction of our Western
Energy Settlement obligation. In January 2004, we issued 8.8 million shares of
common stock for $74 million to satisfy the remaining stock obligation under
that settlement.

We also issued approximately 15 million shares as part of an offer to
exchange our equity security units in December 2003 for common stock (for a
further discussion, see Note 20).

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Dividend

For the year ended December 31, 2003, we paid dividends of $203 million to
common stockholders. To date in 2004, we have paid dividends of $74 million on
our common stock. On July 16, 2004, we declared quarterly dividends of $0.04 per
share on our common stock, payable on October 4, 2004, to the shareholders of
record as of September 3, 2004.

El Paso Tennessee Pipeline Co., our subsidiary, paid dividends in 2003 of
approximately $25 million on its Series A cumulative preferred stock, which is
8.25% per annum (2.0625% per quarter). To date in 2004, EPTP has paid dividends
of approximately $12 million and declared its quarterly dividend on September 7,
2004 payable on September 30, 2004.

25. STOCK-BASED COMPENSATION

We grant stock awards under various stock option plans. We account for our
stock option plans using Accounting Principles Board Opinion No. 25 and its
related interpretations. Under our employee plans, we may issue incentive stock
options on our common stock (intended to qualify under Section 422 of the
Internal Revenue Code), non-qualified stock options, restricted stock, stock
appreciation rights, phantom stock options, and performance units. Under our
non-employee director plan, we may issue deferred shares of common stock. We
have reserved approximately 68 million shares of common stock for existing and
future stock awards, including deferred shares. As of December 31, 2003,
approximately 29 million shares remained unissued.

Non-qualified Stock Options

We granted non-qualified stock options to our employees in 2003, 2002 and
2001. Our stock options have contractual terms of 10 years and generally vest
after completion of one to five years of continuous employment from the grant
date. We also granted options to non-employee members of the Board of Directors
at fair market value on the grant date that are exercisable immediately except
in special circumstances. A summary of our stock option transactions, stock
options outstanding and stock options exercisable as of December 31 is presented
below:

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(1) Includes the conversion into common stock and cash of stock options at no
cost to employees based upon achievement of certain performance targets and
lapse of time. These options had an original stated exercise of
approximately $42 per share.

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The following table summarizes the range of exercise prices and the
weighted-average remaining contractual life of options outstanding and the range
of exercise prices for the options exercisable at December 31, 2003.

The fair value of each stock option granted used to complete pro forma net
income disclosures (see Note 2) is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:

Restricted Stock

Under our stock-based compensation plans, a limited number of shares of
restricted common stock may be granted to our officers and employees. These
shares carry voting and dividend rights; however, sale or transfer of the shares
is restricted. These restricted stock awards vest over a specific period of time
and/or if we achieve established performance targets. Restricted stock awards
representing 0.4 million, 1.4 million, and 2.3 million shares were granted
during 2003, 2002 and 2001 with a weighted-average grant date fair value of
$7.46, $38.45 and $62.10 per share. At December 31, 2003, 2.3 million shares of
restricted stock were outstanding. The value of restricted shares subject to
performance vesting is determined based on the fair market value on the date
performance targets are achieved, and this value is charged to compensation
expense ratably over the required service or restriction period. The value of
time vested restricted shares is determined at their issuance date and this cost
is amortized to compensation expense over the period of service. For 2003, 2002
and 2001, these charges totaled $64 million, $73 million and $67 million.
Included in deferred compensation at December 31, 2003 is $23 million related to
options that will be converted automatically into common stock at the end of
their vesting period.

Performance Units

In the past, we awarded eligible officers performance units that are
payable in cash or stock at the end of the vesting period. The final value of
the performance units may vary according to the plan under which they are
granted, but is usually based on our common stock price at the end of the
vesting period or total shareholder return during the vesting period relative to
our peer group. The value of the performance units is charged ratably to
compensation expense over the vesting period with periodic adjustments to
account for the fluctuation in the market price of our stock or changes in
expected total shareholder return. Amounts recorded to compensation expense in
2002 and 2001 were ($11) million and $64 million. Our 2001 expense includes a
$51 million charge to pay out all of our outstanding phantom stock options. In
2002 we reduced our performance unit liability by $21 million due to a reduction
in our expected total shareholder return. In July 2003, all outstanding
performance units vested at the "Below Threshold" level and the Compensation
Committee of our Board of Directors determined that there would be no payout for
the performance units. Accordingly, we reversed the remaining liability for
these units and recorded income of $16 million.

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Employee Stock Purchase Program

In October 1999, we implemented an employee stock purchase plan under
Section 423 of the Internal Revenue Code. The plan allowed participating
employees the right to purchase our common stock on a quarterly basis at 85
percent of the lower of the market price at the beginning or at the end of each
calendar quarter. Five million shares of common stock are authorized for
issuance under this plan. For the years ended December 31, 2002 and 2001, we
sold 1.4 million, and 0.3 million shares of our common stock to our employees.
Effective January 1, 2003, we suspended our employee stock purchase program.

26. SEGMENT INFORMATION

We segregate our business activities into four operating segments:
Pipelines, Production, Field Services and Merchant Energy. These segments are
strategic business units that provide a variety of energy products and services.
They are managed separately as each business unit requires different technology
and marketing strategies. Our Pipelines, Production and Merchant Energy segment
information for the years ended December 31, 2002 and 2001 has been restated as
further discussed in Note 1, Restatement of Historical Financial Statements. In
2002 and 2003, we reclassified our petroleum markets and coal mining operations
from our Merchant Energy segment to discontinued operations in our financial
statements. Merchant Energy's operating results for all periods reflect this
change.

Our Pipelines segment provides natural gas transmission, storage, and
related services, primarily in the U.S. We conduct our activities primarily
through seven wholly owned and five partially owned interstate transmission
systems along with five underground natural gas storage entities and an LNG
terminalling facility.

Our Production segment is engaged in the exploration for and the
acquisition, development and production of natural gas, oil and natural gas
liquids, primarily in North America. In the U.S., Production has onshore and
coal seam operations and properties in 20 states and offshore operations and
properties in federal and state waters in the Gulf of Mexico. Internationally,
we have exploration and production rights in Australia, Bolivia, Brazil, Canada,
Hungary, Indonesia and Turkey.

Our Field Services segment owns or has interests in 22 processing plants
and related gathering facilities located in the south Texas and south Louisiana,
as well as an ownership interest in GulfTerra.

Our Merchant Energy segment owns and has interests in domestic and
international power assets, conducts energy marketing and trading activities and
held a developing merchant LNG business. Through these business activities, we
buy, sell and trade natural gas, power, crude oil, and other energy commodities
throughout the world, and own or have interests in 68 power plants in 16
countries.

We had no customers whose revenues exceeded 10 percent of our total
revenues in 2003, 2002 and 2001.

We use EBIT to assess the operating results and effectiveness of our
business segments. We define EBIT as net income (loss) adjusted for (i) items
that do not impact our income (loss) from continuing operations, such as
extraordinary items, discontinued operations and the impact of accounting
changes, (ii) income taxes, (iii) interest and debt expense and (iv)
distributions on preferred interests of consolidated subsidiaries. Our business
operations consist of both consolidated businesses as well as substantial
investments in unconsolidated affiliates. We believe EBIT is useful to our
investors because it allows them to more effectively evaluate the performance of
all of our businesses and investments. Also, we exclude interest and debt
expense and distributions on preferred interests of consolidated subsidiaries so
that investors may evaluate our operating results without regard to our
financing methods or capital structure. EBIT may not be comparable to measures
used by other companies. Additionally, EBIT should be considered in conjunction
with net income

169

and other performance measures such as operating income or operating cash flow.
Below is a reconciliation of our EBIT to our loss from continuing operations for
each of the three years ended December 31:

The following tables reflect our segment results as of and for each of the
three years ended December 31:

- ---------------

(1) Includes our Corporate and telecommunication activities and eliminations of
intercompany transactions. Our intersegment revenues, along with our
intersegment operating expenses, were incurred in the normal course of
business between our operating segments. We record an intersegment revenue
and operation and maintenance expense elimination, which is included in the
"Corporate and Other" column, to remove intersegment transactions. Losses
reflected in our Corporate activities include approximately $396 million
related to the impairment of our telecommunication business in the second
quarter of 2003, inclusive of a write-down of goodwill of $163 million. See
Note 2 for an additional discussion of this impairment.

(2) Revenues from external customers include gains and losses related to our
hedging of price risk associated with our natural gas and oil production.
Intersegment revenues represent sales to our marketing affiliate EPME, which
is responsible for marketing our production.

(3) Relates to intercompany activities between our continuing operating segments
and our discontinued petroleum markets operations.

(4) Excludes assets of discontinued operations of $1.4 billion (see Note 12).

170

(5) Amounts are net of third party reimbursements of our capital expenditures
and returns of invested capital. Our Merchant Energy segment includes $1
billion to acquire remaining interest in Chaparral and Gemstone (see Note
3).

- ---------------

(1) Includes our Corporate and telecommunication activities and eliminations of
intercompany transactions. Our intersegment revenues, along with our
intersegment operating expenses, were incurred in the normal course of
business between our operating segments. We record an intersegment revenue
and operation and maintenance expense elimination, which is included in the
"Corporate and Other" column, to remove intersegment transactions.

(2) Revenues from external customers include gains and losses related to our
hedging of price risk associated with our natural gas and oil production.
Intersegment revenues represent sales to our marketing affiliate EPME, which
is responsible for marketing our production.

(3) Relates to intercompany activities between our continuing operating segments
and our discontinued petroleum markets operations.

(4) Excludes assets of discontinued operations of $4.1 billion (see Note 12).

(5) Amounts are net of third party reimbursements of our capital expenditures
and returns of invested capital.

171

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(1) Includes our Corporate and telecommunication activities and eliminations of
intercompany transactions. Our intersegment revenues, along with our
intersegment operating expenses, were incurred in the normal course of
business between our operating segments. We record an intersegment revenue
elimination, which is the only elimination included in the "Corporate and
Other" column, to remove intersegment transactions.

(2) Revenues from external customers include gains and losses related to our
hedging of price risk associated with our natural gas and oil production.
Intersegment revenues represent sales to our marketing affiliate EPME, which
is responsible for marketing our production.

(3) Relates to intercompany activities between our continuing operating segments
and our discontinued petroleum markets operations.

(4) Excludes assets of discontinued operations of $4.8 billion.

(5) Amounts are net of third party reimbursements of our capital expenditures
and returns of invested capital.

172

27. SUPPLEMENTAL CASH FLOW INFORMATION

The following table contains supplemental cash flow information from
continuing operations for each of the three years ended December 31:

Below is a detail of our short-term and long-term borrowings and repayments
for each of the three years ended December 31:

173

28. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

We hold investments in various unconsolidated affiliates which are
accounted for using the equity method of accounting. Our principal equity method
investees are international pipelines, interstate pipelines, power generation
plants, and gathering systems. Our investment balance was greater than our
equity in the net assets of these investments by $6 million as of December 31,
2003, and by $230 million as of December 31, 2002. These differences primarily
relate to unamortized purchase price adjustments, net of asset impairment
charges. Our net ownership interest, investments in and advances to our
unconsolidated affiliates are as follows as of December 31:

- ---------------

(1) Our ownership interest as of December 31, 2003 consists of an effective 50
percent interest in the one percent general partner of GulfTerra,
approximately 17.8 percent of the partnership's common units and all of the
outstanding Series C units. For a further discussion of GulfTerra, see page
178.
(2) LP represents Limited Partnership.
(3) Our ownership interest consists of a 38.1 percent general partner interest
and 5.4 percent limited partner interest.
(4) Includes a 46 percent general partner interest in Great Lakes Gas
Transmission Limited Partnership and a 4 percent limited partner interest
through our ownership in Great Lakes Gas Transmission Company.
(5) LLC represents Limited Liability Company.
(6) GP represents General Partnership.
(7) We sold 100 percent of our interest in 2003.
(8) Consolidated on January 1, 2003.
(9) Included in Diamond Power (Gemstone) prior to the consolidation of Gemstone
in April 2003.
(10) Consolidated in April 2003.
(11) In June 2004, we completed the sale of our interest in this investment.
(12) In July 2004, we purchased the remaining 50 percent interest in UnoPaso and
began consolidating these operations.

174

Earnings (losses) from our unconsolidated affiliates are as follows for
each of the three years ended December 31:

- ---------------

(1) We sold our interest in these investments in 2002 and 2003.
(2) Consolidated in January 2003.
(3) Consolidated in April 2003.
(4) Consolidated in January 2002.
(5) Acquired in January 2003 as a part of the consolidation of Chaparral and
sold in October 2003.
(6) In July 2004, we purchased the remaining 50 percent interest in UnoPaso and
began consolidating these operations.
(7) We sold our interest in the power plant portion of this investment in
December 2002.

175

Our impairment charges and gains and losses on sales of equity investments
during 2003, 2002 and 2001 consisted of the following:

- ---------------

(1) In 2003, we sold 50 percent of the equity of our consolidated subsidiary
that holds our 1 percent general partner interest. This was recorded as
minority interest in our balance sheet. See further discussion of GulfTerra
on page 178.

(2) In December 2003, we transferred our ownership interest in Milford to its
lenders in order to terminate all of our obligations associated with
Milford.

176

Below is summarized financial information of our proportionate share of
unconsolidated affiliates. This information includes affiliates in which we hold
a less than 50 percent interest as well as those in which we hold a greater than
50 percent interest. We received distributions and dividends of $398 million and
$258 million in 2003 and 2002, which includes $53 million and $24 million of
returns of capital, from our investments. Our proportional shares of the
unconsolidated affiliates in which we hold a greater than 50 percent interest
had net income of $119 million, $26 million and $40 million in 2003, 2002 and
2001 and total assets of $1,108 million and $389 million as of December 31, 2003
and 2002.

The following table shows revenues and charges resulting from transactions
with our unconsolidated affiliates:

177

Chaparral and Gemstone

As of December 31, 2002, we held equity investments in Chaparral and
Gemstone. During the first and second quarters of 2003, we acquired the
remaining third party equity interests and all of the voting rights in both of
these entities. As discussed in Note 3, we consolidated Chaparral effective
January 1, 2003 and Gemstone effective April 1, 2003. The following tables
summarize our overall investments in Chaparral and Gemstone as of December 31,
2002.

GulfTerra

A subsidiary in our Field Services segment serves as the general partner of
GulfTerra, a publicly traded master limited partnership. We had the following
interests in GulfTerra as of December 31:

- ---------------

(1) We have $181 million of indefinite-lived intangible assets related to our
general partner interest (see Note 2) as of December 31, 2003 and 2002. We
also have $96 million recorded as minority interest related to the effective
general partner interest acquired by Enterprise in December 2003. This
reduced our effective ownership interest in the general partner to 50
percent.

(2) The remaining units are owned by public holders, including the partnership
employees and management, none of which individually own more than 10
percent.

(3) In October 2003, GulfTerra redeemed all of the Series B preference units
that we owned for $156 million. We recorded a $11 million loss on this
redemption.

(4) We own all of the Series C units of GulfTerra.

As the owner of the managing member interest and a 50 percent ownership
interest in the general partner, Field Services manages GulfTerra's daily
operations and performs all of GulfTerra's administrative and operational
activities under a general and administrative services agreement or, in some
cases, separate operational agreements. GulfTerra contributes to our income
through our general partner interest and our ownership of common and preference
units. We do not have any loans to or from GulfTerra.

A majority of the members of the Board of Directors governing GulfTerra are
independent of us and its audit and conflicts committee and governance and
compensation committee are completely comprised of independent board members.

In October 2003, we sold a 9.9 percent in the consolidated company that
owns the one percent general partner interest of GulfTerra to Goldman Sachs for
$88 million. We repurchased this interest in December 2003, prior to the
announcement of GulfTerra's merger with Enterprise for $92 million in cash and
$28 million of GulfTerra's common units. In addition, GulfTerra redeemed all of
the Series B preference units that we owned for $156 million. Finally, as part
of the overall transactions, GulfTerra released us from our obligation to
repurchase the Chaco processing facility and we contributed communications
assets to GulfTerra. Prior to

178

the transaction, we would have been obligated to repurchase the Chaco facility
for approximately $77 million in 2021.

In December 2003, GulfTerra and a wholly owned subsidiary of Enterprise
announced that they had executed definitive agreements to merge to form the
second largest publicly traded energy partnership in the U.S. The general
partner of the combined partnership would be jointly owned by us and affiliates
of privately held Enterprise Products Company, with each owning a 50 percent
interest.

The definitive agreements included three transactions: (i) Enterprise
agreed to acquire a 50 percent limited voting interest in GulfTerra Energy
Company, L.L.C. (GulfTerra's general partner) from us for $425 million in cash,
giving it an effective 50 percent ownership in GulfTerra's general partner, (ii)
we agreed to exchange our remaining general partner interest for a 50 percent
interest in the combined general partner of GulfTerra and Enterprise Partners,
(iii) Enterprise agreed to pay us $500 million in cash for 2.9 million common
units and all of GulfTerra's Series C units that we own, and we will exchange
our remaining GulfTerra common units for approximately 13.5 million Enterprise
common units, based on the 1.81 exchange ratio specified in the merger
agreement. In April 2004, we amended our agreement with Enterprise Products
Company to reduce our interest in the general partner of the combined entity to
9.9 percent, in exchange for an additional payment to us of $370 million when
the merger is completed.

On July 29, 2004, GulfTerra's unitholders approved the adoption of its
merger agreement with Enterprise. GulfTerra expects the completion of the merger
to occur in the third quarter of 2004, although it remains subject to review by
the Federal Trade Commission (FTC) and the satisfaction of other conditions to
close.

The sale of 50 percent of our interest in GulfTerra's general partner was
completed in December 2003, and we recognized a $269 million gain on the sale,
which is net of $45 million of total services or payments we have agreed to
provide during the three years following closing of the transactions. The cash
flows from this sale were reflected in our 2003 cash flow statement as an
investing activity and $84 million of the proceeds were reflected as an issuance
of a minority interest in our balance sheet.

Concurrent with the closing of the merger, Enterprise will acquire nine
natural gas processing plants from us for $150 million in cash. These plants are
located in south Texas. For a further discussion of the impairment of these
assets, see Note 7.

During each of the three years ended December 31, 2003, we conducted the
following transactions with GulfTerra:

In 2001, as a result of our merger with Coastal, GulfTerra sold its
interest in several offshore assets including seven natural gas pipeline
systems, a dehydration facility and two offshore platforms. Proceeds from these
sales were approximately $135 million and resulted in a loss of approximately
$25 million. As

179

consideration for these sales, we committed to pay GulfTerra a series of
payments totaling $29 million, and were required to contribute $40 million to a
trust related to one of the assets sold by GulfTerra. These payments were
recorded as merger-related costs.

During 2002, we sold a total of $1.5 billion in assets to the partnership,
including gathering, processing and transmission assets and substantially all
our assets in the San Juan Basin. One of the San Juan Basin assets included in
this transaction was our remaining interests in the Chaco cryogenic plant. In
addition to $414 million of cash, we received the Series C units we now own. In
addition, in 2003, we exchanged communications assets for a release of our
obligation to repurchase the Chaco cryogenic plant in 2021. We recognized a net
gain on this transaction of $67 million (see Note 7).

As of December 31, 2003, we have a net deferred gain recorded in other
current and non-current liabilities on our balance sheet related to the San Juan
and Chaco sales, along with other asset sales, totaling $105 million. We
deferred these gains to the extent of our overall ownership interest in
GulfTerra. Upon completion of the merger with Enterprise, a portion of these
deferred amounts will be transferred to income. In connection with the sales of
our transmission assets to GulfTerra, we agreed to reimburse GulfTerra for a
portion of its future pipeline integrity costs related to those assets through
2006. At the time of these 2002 sales, we were unable to estimate the liability
associated with this obligation as we and GulfTerra were in the early stages of
our pipeline integrity programs. In 2003, we amended this agreement to clarify
the types and amounts of reimbursable costs, and also began reviewing
GulfTerra's pipeline integrity project's results. This review continued during
2004. Based on those reviews, and on our experience to date related to our own
pipeline integrity projects, we determined that the obligation was both probable
and could be estimated. As a result, we recorded a $5 million current liability
and a $69 million non-current liability related to this agreement. We have not
provided any other material guarantees, either monetary or performance, on
behalf of or for the benefit of GulfTerra nor do we have any other liabilities
other than normal course of business or those arising out of our role as the
general partner in GulfTerra.

In 2001, we sold the partnership NGL transportation and fractionation
assets and an investment in Deepwater Holdings, an entity that owned several
pipeline gathering systems in the Gulf of Mexico. The majority of these assets
had been acquired by us one year earlier and accordingly had been recorded at
their fair value. As a result, proceeds from these sales were $255 million and
no gains or losses were recognized.

Below is a detail of these sales and related gains or losses recognized:

In these sales transactions, specific procedures have been instituted for
evaluating these transactions to ensure that they are in the best interests of
us and the partnership and are based on fair values. These procedures require
our Board of Directors to evaluate and approve, as appropriate, transactions
with GulfTerra. In addition, a special committee comprised of the GulfTerra
general partner's independent directors evaluates the transactions on
GulfTerra's behalf. This typically involves engaging an independent financial
advisor to assist with the evaluation and to opine on its fairness.

180

Included as supplemental information to these financial statements are the
consolidated financial statements of GulfTerra Energy Partners, L.P. and
Subsidiaries for the years ended December 31, 2003, 2002 and 2001.

Contingent Matters that Could Impact Our Investments

Economic Conditions in the Dominican Republic. We have investments in
power projects in the Dominican Republic with an aggregate exposure of
approximately $102 million. We own a 48.33 percent interest in a 67 MW heavy
fuel oil fired power project known as the CEPP project. We also own a 24.99
percent ownership interest in a 416 MW power generating complex known as Itabo.
In 2003, an economic crisis developed in the Dominican Republic resulting in a
significant devaluation of the Dominican peso of approximately 84 percent
against the U.S. dollar by September 1, 2004 and an increase in the local
inflation rate of approximately 43 percent during 2003 and an additional 33
percent through September 1, 2004. The current government administration is
currently in negotiations with the IMF to reinstate a stand-by agreement that is
intended to restore confidence in the banking system and economic policy
framework, stabilize the exchange rate and alleviate the ongoing liquidity
crisis in the country. As a consequence of economic conditions described above,
combined with the high prices on imported fuels and due to their inability to
pass through these high fuel costs to their consumers, the local distribution
companies that purchase the electrical output of these facilities have been
delinquent in their payments to CEPP and Itabo, as well as to the other
generating facilities in the Dominican Republic since April 2003. The failure to
pay generators has resulted in the inability of the generators to purchase fuel
required to produce electricity resulting in significant energy shortfalls in
the country. We currently believe that the economic difficulties in the
Dominican Republic can be mitigated with support from the IMF and through the
implementation of major structural reforms, including a fiscal package that was
approved by the Congress the first week of September 2004 and that is pending a
second reading and final approval by the Senate expected to take place by the
end of September 2004.

Meizhou Wan Power Project. As of December 31, 2003, we owned a 24.8
percent equity interest in a 734 MW, coal-fired power generating project,
Meizhou Wan Generating, located in Fuzhou, People's Republic of China. Our
investment in the project was $63 million at December 31, 2003, and we have also
issued guarantees and letters of credit in favor of the project's lenders in the
amount of $21 million. The project declared that it was ready for commercial
operations in August 2001; however, the provincial government, who buys all of
the power generated by the project, refused to accept the project for commercial
operations. This dispute was resolved with the signing of an amended and
restated long-term power purchase agreement effective January 1, 2004, which
provides for a certain minimum annual offtake obligation at an agreed tariff and
a lower tariff for power generated by the project in excess of the minimum
offtake obligation. With this new power purchase agreement, the project was able
to restructure the project debt in 2004 with new local financing on more
favorable terms, thus achieving a lower cost structure for the project. The new
project debt is collateralized only by the project's assets and is non-recourse
to us and the guarantees issued to the prior lenders were canceled. In
connection with this refinancing, we acquired an additional 1.4 percent interest
in the project and issued an $11 million guarantee to the project related to a
potential claim by one of its vendors as of September 2004.

Berkshire Power Project. We own a 56 percent direct equity interest in a
261 MW power plant, Berkshire Power, located in Massachusetts. We supply natural
gas to Berkshire under a fuel management agreement. Berkshire has the ability to
delay payment of 33 percent of the amounts due to us under the fuel supply
agreement, up to a maximum of $49 million, if Berkshire does not have available
cash to meet its debt service requirements. Berkshire has delayed a total of $33
million of its fuel payments, including $5 million of interest, under this
agreement as of December 31, 2003. During 2002, Berkshire's lenders asserted
that Berkshire was in default on its loan agreement, and these issues remain
unresolved. Based on the uncertainty surrounding these negotiations and
Berkshire's inability to generate adequate future cash flow, we recorded losses
of $28 million in 2003 associated with the amounts due to us under the fuel
supply agreement. We may incur additional losses of up to $16 million in the
future if Berkshire continues to delay payments under the fuel supply agreement.

For contingent matters impacting our investments in Brazil, see Note 22.
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29. SUPPLEMENTAL SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Financial information by quarter, as restated to reflect the impacts of the
revisions of our natural gas and oil reserves and for the accounting for our
natural gas and oil hedges as further described in Note 1 is summarized below.

- ---------------

(1) Our petroleum markets and coal mining operations are classified as
discontinued operations. See Note 12 for further discussion.

182

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(1) Our petroleum markets and coal mining operations are classified as
discontinued operations. See Note 12 for further discussion.

183

30. SUPPLEMENTAL NATURAL GAS AND OIL OPERATIONS (UNAUDITED)

Our Production segment is engaged in the exploration for, and the
acquisition, development and production of natural gas, oil, condensate and
natural gas liquids, primarily in North America. In the U.S., we have onshore
and coal seam operations and properties in 20 states and offshore operations and
properties in federal and state waters in the Gulf of Mexico. Internationally,
we have exploration and production rights in Australia, Bolivia, Brazil, Canada,
Hungary, Indonesia and Turkey. Our financial information and our natural gas and
oil reserve information presented below has been restated to reflect the impacts
of revisions of our natural gas and oil reserves, and for the accounting for our
natural gas and oil hedges as further described in Note 1 is summarized below.

Capitalized costs relating to natural gas and oil producing activities and
related accumulated depreciation, depletion and amortization were as follows at
December 31 (in millions):

- ---------------

(1) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.
(2) Includes international operations in Hungary and Indonesia.
(3) In January 2003, we adopted SFAS No. 143. Included in our net capitalized
costs at December 31, 2003 are SFAS No. 143 asset values of $124 million for
the U.S. and less than $1 million for other countries. Prior period
presentation was not adjusted as amounts were adjusted through a one-time
cumulative adjustment which is further discussed on Note 2.

184

Costs incurred in natural gas and oil producing activities, whether
capitalized or expensed, were as follows at December 31 (in millions):

- ---------------

(1) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.
(2) Includes international operations in Hungary and Indonesia.
(3) Excludes $130 million that was paid by third parties under net profits
interest agreements as described beginning on page 189.
(4) In January 2003, we adopted SFAS No. 143. Prior period presentation was not
adjusted as amounts were adjusted through a one-time cumulative adjustment
of approximately $3 million, after tax, which is further discussed in Notes
2 and 8.
(5) We have reclassified some of our development costs to exploration costs as a
result of the restatement of our natural gas and oil reserves.

185

In our January 1, 2004 reserve report, the amounts estimated to be spent in
2004, 2005 and 2006 to develop our worldwide booked proved undeveloped reserves
are $544 million, $404 million and $487 million.

Presented below is an analysis of the capitalized costs of natural gas and
oil properties by year of expenditure that are not being amortized as of
December 31, 2003, pending determination of proved reserves. Capitalized
interest of $18 million, $10 million, and $4 million for the years ended
December 31, 2003, 2002 and 2001 is included in the presentation below (in
millions):

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(1) Includes operations in the U.S., Canada, Brazil, Hungary and Indonesia.
(2) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.

Projects presently excluded from amortization are in various stages of
evaluation. The majority of these costs are expected to be included in the
amortization calculation in the years 2004 through 2007. For the U.S., total
amortization expense per Mcfe, including ceiling test charges, was $1.40, $1.05,
and $4.09 in 2003, 2002, and 2001. Excluding ceiling test charges, amortization
expense would have been $1.40, $1.05 and $1.19 per Mcfe in 2003, 2002, and 2001.
For Canada, total amortization expense per Mcfe, including ceiling test charges,
was $5.30, $4.81 and $16.15 in 2003, 2002 and 2001. Excluding ceiling test
charges, amortization expense would have been $1.71, $0.90, and $2.54 per Mcfe
in 2003, 2002 and 2001. In January 2003, we adopted SFAS No. 143. For further
discussion, see Note 2. Accretion expense per Mcfe attributable to SFAS No. 143
was $0.06 in 2003 and is included in depreciation, depletion and amortization
expense.

All of our proved properties, with the exception of the proved reserves in
Brazil, Hungary and Indonesia, are located in North America (U.S. and Canada).

Net quantities of proved developed and undeveloped reserves of natural gas
and liquids, including condensate and crude oil, and changes in these reserves
at December 31, 2003 are presented below. Information in these tables are based
on the reserve report dated January 1, 2004, prepared internally by us. Ryder
Scott Company and Huddleston & Co., Inc., independent petroleum engineering
firms, performed independent reserve estimates for 90 percent and 10 percent of
our properties, respectively. The total estimate of proved reserves prepared
independently by Ryder Scott Company and Huddleston & Co., Inc., was within five
percent of our internally prepared estimates for 2003 presented in the tables
below. The information at December 31, 2003, is consistent with estimates of
reserves filed with other federal agencies except for differences of less than
five percent resulting from actual product acquisitions, property sales,
necessary reserve revisions and additions to reflect actual experience. The
tables below exclude reserve information related to the following equity
interests: our ownership interest in UnoPaso (UnoPaso in Brazil); the Merchant
Energy segment's interests in Sengkang in Indonesia, and Aguaytia in Peru; and
the Field Services segment's interest in GulfTerra. Combined proved natural gas
and liquids reserve balances for these equity investment interests were 255,278
MMcf and 7,105 MBbls, respectively, or natural gas equivalents of 297,909 MMcfe,
all net to our ownership interests. Reserve information as of and for the years
ended December 31, 2001 and 2002 in the following tables has been restated (for
a further discussion, see Note 1). In July 2004, we acquired the other 50
percent interest in Uno Paso and began consolidating these operations.

186

- ---------------

(1) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.
(2) Includes international operations in Hungary and Indonesia.
(3) Net proved reserves exclude royalties and interests owned by others
(including net profits interest) and reflects contractual arrangements and
royalty obligations in effect at the time of the estimate.
(4) Revisions reflect a number of items such as product price changes and
changes in product differentials.
(5) Sales of reserves in place include 28,779 Mcf of natural gas conveyed to
third parties under net profits interest agreements as described beginning
on page 189.

187

- ---------------

(1) Includes oil, condensate and natural gas liquids. Our year end 2003 natural
gas liquids were 18,550 MBbls.
(2) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.
(3) Includes international operations in Hungary and Indonesia.
(4) Net proved reserves exclude royalties and interests owned by others
(including net profits interest) and reflects contractual arrangements and
royalty obligations in effect at the time of the estimate.
(5) Revisions reflect a number of items such as product price changes and
changes in product differentials.
(6) Sales of reserves in place include 1,292 MBbl of liquids conveyed to third
parties under net profits interest agreements as described beginning on page
189.

There are considerable uncertainties inherent in estimating quantities of
proved reserves and in projecting future rates of production and timing of
development expenditures, including many factors beyond our control. The reserve
data represents only estimates. Reservoir engineering is a subjective process of
estimating underground accumulations of natural gas and oil that cannot be
measured in an exact manner. The accuracy of any reserve estimate is a function
of the quality of available data and of engineering and geological
interpretations and judgment. As a result, estimates of different engineers
often vary. Estimates are subject to revision based upon a number of factors,
including reservoir performance, prices, economic conditions and government
restrictions. In addition, results of drilling, testing and production
subsequent to the date of an estimate may justify revision of that estimate.
Reserve estimates are often different from the quantities of natural gas and oil
that are ultimately recovered. The meaningfulness of reserve estimates is highly
dependent on the accuracy of the assumptions on which they were based. In
general, the volume of production from natural gas and oil properties we own
declines as reserves are depleted. Except to the extent we conduct successful
exploration and development activities or acquire additional properties
containing proved reserves, or both, the proved reserves will decline as
reserves are produced. There have been no major discoveries or other events,
favorable or adverse, that may be considered to have caused a significant change
in the estimated proved reserves since December 31, 2003.

188

In 2003, we entered into agreements to sell interests in a maximum of 124
wells in two packages to a subsidiary of Lehman Brothers and a wholly owned
subsidiary of Nabors Industries, Ltd. As the wells are developed, these parties
will pay 70 percent of the drilling and completion costs in exchange for 70
percent of the net profits of the wells sold. As each well is commenced, these
parties receive an overriding royalty interest in the form of a net profits
interest in the well, under which they are entitled to receive 70 percent of the
aggregate net profits of all wells until they have recovered 117.5 percent of
their aggregate investment. Upon this recovery, the net profits interest will
convert to a proportionally reduced 2 percent overriding royalty interest in the
wells for the remainder of the well's productive life. We do not guarantee a
return or the recovery of their costs or any return on their investment. All
parties to the agreement have the right to cease participation in the agreement
at any time. Upon ceasing participation in the agreement, they will continue to
receive their net profits interest on wells previously started, but will
relinquish their right to participate in any future wells. As of December 31,
2003, we have sold interests in 31 wells with total production of 28,779 MMcf of
natural gas and 1,292 MBbl of natural gas liquids to them under the agreement.
They have paid $130 million of drilling and development costs and were paid $9
million of the revenues net of $1 million of expenses associated with these
wells for the year ended December 31, 2003. One party has subsequently
terminated its participation in one of the programs based on drilling results on
a portion of the wells in the package.

189

Results of operations from producing activities by fiscal year were as
follows at December 31 (in millions):

- ---------------

(1) As of September 2004, we have sold our production operations in Canada.
(2) Includes international operations in Hungary.
(3) Includes lease operating costs and production related taxes (including
ad-valorem and severance taxes).
(4) In January 2003, we adopted SFAS No. 143, which is further discussed in Note
2. Our 2003 depreciation, depletion and amortization includes accretion
expense for SFAS No. 143 asset retirement obligations of $23 million for the
U.S. and less than $1 million for other countries.
(5) Amounts restated include net revenues, depreciation, depletion and
amortization expenses, ceiling test and other charges, income taxes and
related subtotals and totals.

190

The standardized measure of discounted future net cash flows relating to
proved natural gas and oil reserves follows at December 31 (in millions):

- ---------------

(1) As of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.
(2) Includes international operations in Hungary and Indonesia.
(3) Excludes $104 million and, $85 million of future net cash outflows related
to hedging activities for the years of 2003 and 2002.
(4) Excludes $255 million of future net cash inflows related to hedging
activities for the year of 2001.

191

For the calculations in the preceding table, estimated future cash inflows
from estimated future production of proved reserves were computed using year-end
commodity prices, adjusted for transportation and other charges. At December 31,
2003, the prices used were $31.10 per Bbl of oil, $5.79 per Mcf of gas and
$23.53 per Bbl of natural gas liquids. We may receive amounts different than the
standardized measure of discounted cash flow for a number of reasons, including
price changes and the effects of our hedging activities.

We do not rely upon the standardized measure when making investment and
operating decisions. These decisions are based on various factors including
probable and proved reserves, different price and cost assumptions, actual
economic conditions, capital availability and corporate investment criteria.

The following are the principal sources of change in the standardized
measure of discounted future net cash flows (in millions) excluding the effects
of hedging activities:

- ---------------

(1) Includes operations in the U.S., Canada, Brazil, Hungary and Indonesia. As
of September 2004, we have sold our production operations in Canada and
substantially all of our operations in Indonesia.

192

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
El Paso Corporation:

In our opinion, the consolidated financial statements listed in the Index
appearing under Item 15(a)(1) present fairly, in all material respects, the
consolidated financial position of El Paso Corporation and its subsidiaries (the
"Company") at December 31, 2003 and 2002, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America. In addition, in our opinion, the financial
statement schedule listed in the Index appearing under Item 15(a)(2) presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and the financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and the financial statement schedule 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). These 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.

As discussed in Note 1, the 2002 and 2001 consolidated financial statements
have been restated to reflect the financial statement impact of the revision in
the Company's estimates of its proved natural gas and oil reserves and to change
the accounting for certain derivative transactions. The Company's plans with
regard to its current liquidity position are also discussed in Note 1.

As discussed in Notes 2, 5 and 8, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement
Obligations on January 1, 2003; SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities on January 1, 2003; SFAS No. 150, Accounting
for Certain Financial Instruments with Characteristics of Both Liabilities and
Equity on July 1, 2003; SFAS No. 142, Goodwill and Other Intangible Assets and
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets on
January 1, 2002; DIG Issue No. C-16, Scope Exceptions: Applying the Normal
Purchases and Sales Exception to Contracts that Combine a Forward Contract and
Purchased Option Contract on July 1, 2002; and EITF Issue No. 02-3, Accounting
for Contracts Involved in Energy Trading and Risk Management Activities,
Consensus 2, on October 1, 2002; and SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities on January 1, 2001.

/s/ PRICEWATERHOUSECOOPERS LLP

Houston, Texas
September 28, 2004

193

SCHEDULE II

EL PASO CORPORATION
VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
(IN MILLIONS)

- ---------------

(1) Relates primarily to accounts written off.
(2) Relates primarily to receivables from trading counterparties, reclassified
due to bankruptcy or declining credit that have been accounted for within
our price risk management activities.
(3) Relates primarily to valuation allowances for deferred tax assets related to
the Western Energy Settlement, foreign ceiling test charges and foreign net
operating loss carryovers.
(4) Relates to our Western Energy Settlement of $104 million in 2003 and $899
million in 2002. In June 2004, we released approximately $602 (including
approximately $568 million from escrow) and correspondingly reduced our
liability by this amount.
(5) Relates primarily to payments for various litigation reserves, environmental
remediation reserves or revenue crediting and rate settlement reserves.
(6) Relates primarily to liabilities previously classified in our petroleum
discontinued operations, but reclassified as continuing operations due to
our retention of these obligations.
(7) Relates to purchase price adjustments for the legal reserves related to our
2001 PG&E acquisition.
]

194

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

In February 2004, we completed the annual review of our December 31, 2003
natural gas and oil reserve estimates. As a result of this review, we reduced
our proved natural gas and oil reserve estimates by approximately 1.8 trillion
cubic feet. In May 2004, we announced that, after further review and the
completion of an independent investigation into the factors that led to this
significant reserve adjustment, we believed that this reserve adjustment related
to prior periods and the financial statement amounts derived from these
estimates would require a restatement in prior period financial statements. The
results of this independent investigation indicated that, during the period from
the beginning of 1999 and into 2003, certain employees used aggressive and, at
times, unsupportable methods to book proved reserves. In addition, the
investigation concluded that certain employees provided proved reserve estimates
that they knew or should have known were incorrect at the time they were
reported. In August 2004, we also determined we had not properly accounted for
many of the hedges of our anticipated natural gas production and certain other
derivative transactions. Consequently, we have restated our historical financial
information for the years from 1999 through 2002 and for the first nine months
of 2003 to properly reflect the reserve adjustments in historical periods and to
correct the accounting for many of our production hedges and certain other
derivatives. This restatement, as well as specific information regarding its
impact, is discussed in Item 8, Financial Statements and Supplementary Data,
Note 1.

We have identified deficiencies in our internal controls that did not
prevent the overstatement of our natural gas and oil reserves. These
deficiencies, which we believe constituted a material weakness in our internal
controls over financial reporting, included a weak control environment
surrounding the booking of our natural gas and oil reserves in the Production
segment, inadequate controls over system access, inadequate documentation of
policies and procedures, and ineffective controls to monitor compliance with
existing policies and procedures.

Our management, at the direction of our Board of Directors, is actively
working to improve the control environment and to implement controls and
procedures that will ensure the integrity of our reserve booking process. As a
first step in that process, individuals have been added to our Board of
Directors and executive management team with extensive experience in the natural
gas and oil industry, and with experience in the preparation of natural gas and
oil reserve estimates. In addition, we have completed the implementation of the
following controls:

- Formation of an internal committee to provide oversight of the reserve
estimation process, which will be staffed with appropriate technical,
financial reporting and legal expertise;

- Continued use of an independent third-party engineering firm that will be
selected by and report annually to the Audit Committee of the Board of
Directors with a subsequent report by the Audit Committee to the full
Board of Directors;

- Formation of a centralized reserve reporting function, staffed primarily
with newly hired personnel that have extensive industry experience, that
is separated from the operating divisions and reports to the president of
Production and Non-regulated Operations;

- Restriction of security access to the reserve system to the centralized
reserve reporting staff; and

- Revisions in our documentation of the procedures and controls for
estimating proved reserves.

195

We expect to have the following additional controls fully in place by December
31, 2004:

- Improved training regarding SEC guidelines for booking proved reserves;
and

- Enhanced internal audit reviews.

In a review of the events that led to the inaccurate accounting for many of
our production hedges and certain other hedge transactions, we identified
weaknesses in our interpretation and application of complex accounting
standards. Additionally, we insufficiently documented the basis for our
application of complex accounting standards, and we failed to monitor factors
that could impact our accounting decisions. Finally, we determined that we did
not establish or communicate formal policies or procedures governing the
execution of our hedge positions to the relevant people responsible for
executing the transactions. Collectively, we believe these deficiencies
constituted a material weakness in our internal controls. In the future, we will
take steps to ensure that accounting conclusions involving interpretation of
complex accounting standards are thoroughly documented and identify the critical
factors that support the basis for our conclusion. We will also take steps to
ensure that the factors on which we rely are validated and adequately evidenced.
In addition, we will, where necessary, formalize policies and procedures to
ensure consistent and appropriate execution of transactions. Finally, we will
implement monitoring activities, where necessary, to ensure ongoing compliance
where factors could change that would impact our accounting conclusions. We
believe that all of these remedial actions will be implemented by December 31,
2004.

During 2003, we initiated a project to ensure compliance with Section 404
of the Sarbanes-Oxley Act of 2002 (SOX), which will apply to us at December 31,
2004. This project entailed a detailed review and documentation of the processes
that impact the preparation of our financial statements, an assessment of the
risks that could adversely affect the accurate and timely preparation of those
financial statements, and the identification of the controls in place to
mitigate the risks of untimely or inaccurate preparation of those financial
statements. Following the documentation of these processes, which was
substantially concluded by December 2003, we initiated an internal review or
"walk-through" of these financial processes by the financial management
responsible for those processes to evaluate the design effectiveness of the
controls identified to mitigate the risk of material misstatements occurring in
our financial statements. We have also initiated a detailed process to evaluate
the operating effectiveness of our controls over financial reporting. This
process involves testing the controls for effectiveness, including a review and
inspection of the documentary evidence supporting the operation of the controls
on which we are placing reliance.

As a result of our efforts to ensure compliance with Section 404 of SOX, we
have also become aware of deficiencies in our internal controls over financial
reporting in other areas of the company. The deficiencies we have identified
include inadequate change management and security access to our information
systems, lack of segregation of duties related to manual journal entry
preparation and procurement activities, lack of formal documentation of policies
and procedures, informal evidence to substantiate monitoring activities were
adequately performed, inadequate staffing to provide effective monitoring of
complex processes, such as derivative valuations and untimely preparation and
review of volume and account reconciliations. Although we have not formally
assessed the materiality of each deficiency identified, we believe that the
deficiencies in the aggregate constitute a material weakness in our internal
controls.

We are actively remediating these deficiencies and have already implemented
our action plans for the following:

- Developing and implementing standard information system policies to
govern change management and security access to our information systems
across the company;

- Modifying systems and procedures to ensure appropriate segregation of
responsibilities for manual journal entry preparation;

- Formalizing our account reconciliation policy and timely completing all
material account reconciliations; and

196

- Developing and implementing formal training to educate company personnel
on management's responsibilities mandated by SOX Section 404, the
components of the internal control framework on which we rely and the
relationship to our company values including accountability, stewardship,
integrity and excellence.

We are in the process of implementing the following action plans and expect
to have them fully implemented by December 31, 2004:

- Modifying systems and/or procedures to ensure appropriate segregation of
responsibilities for procurement activities;

- Implementing an account reconciliation tool to facilitate the monitoring
of compliance with our account reconciliation policy;

- Evaluating, formalizing and communicating required policies and
procedures;

- Implementing appropriate monitoring activities to ensure compliance with
the company's policies and procedures; and

- Reviewing the finance and accounting staffing.

Many of the deficiencies in our internal controls that we have identified
are likely the result of significant changes the company has undergone during
the past five years as a result of major acquisitions and reorganizations. We
currently have company-wide efforts underway to formalize and improve our
internal controls and effectively remediate all of the deficiencies described
above. We have also performed additional analysis and procedures related to the
deficiencies identified and have concluded that the deficiencies have not
resulted in any material errors in these financial statements. As we continue
our SOX Section 404 compliance efforts, including the testing of the
effectiveness of our internal controls, we may identify additional deficiencies
in our system of internal controls over financial reporting that either
individually or in the aggregate may represent a material weakness requiring
additional remediation efforts. We did not make any changes to our internal
controls over financial reporting during the quarter ended December 31, 2003,
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting. However, as we discussed above,
since December 31, 2003, we have made significant changes to our internal
controls.

We have communicated to our Audit Committee and to our external auditors
the deficiencies identified to date in our internal controls over financial
reporting as well as the remediation efforts that we have underway. Our
management, with the oversight of our Audit Committee, is committed to
effectively remediating known deficiencies as expeditiously as possible and
continuing its extensive efforts to comply with Section 404 of SOX by December
31, 2004.

We undertook, in a separate evaluation under the supervision of our
principal executive and principal financial officers, and with the participation
of other members of our management, a review of our disclosure controls and
procedures. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is accumulated and communicated to our management,
including our principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure. As a result of the deficiencies and material weaknesses
identified above, we concluded that our disclosure controls and procedures were
ineffective as of December 31, 2003. To address the deficiencies and material
weaknesses described above, we significantly expanded our disclosure controls
and procedures to include additional analysis and other post-closing procedures
to ensure our disclosure controls and procedures were effective over the
preparation of these financial statements.

ITEM 9B. OTHER INFORMATION

None.

197

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information as of September 16,
2004, regarding our executive officers and directors. Directors are elected
annually and hold office until their successors are elected and duly qualified.
Each executive officer has been elected to serve until his successor is duly
appointed or elected or until his earlier removal or resignation from office.
Information regarding our executive officers may be found in Part I, Item I,
Business, and is incorporated herein by reference.

There are no family relationships among any of our executive officers or
directors, and, unless described herein, no arrangement or understanding exists
between any executive officer and any other person pursuant to which he was or
is to be selected as an officer or a director.

Mr. Bissell served as Lead Director of El Paso from March 2003 to December
2003. Mr. Bissell served as a director of The Coastal Corporation from 1985 to
January 2001. During the past five years, Mr. Bissell has been the Chairman of
the Board of BISSELL Inc., and he has served in various executive capacities at
BISSELL Inc. since 1966. Mr. Bissell served as a director of American Natural
Resources Company, parent holding company of ANR Pipeline Company, from May 1983
to June 1996, at which time there was a reduction in the number of directors and
he did not stand for re-election. Mr. Bissell is a member of the Audit Committee
and Compensation Committee.

Mr. Braniff has been a business consultant since January 2004. He served as
Vice Chairman of Grupo Financiero BBVA Bancomer from October 1999 to January
2004, as Deputy Chief Executive Officer of Retail Banking from September 1994 to
October 1999 and as Executive Vice President of Capital Investments and Mortgage
Banking from December 1991 to September 1994. Mr. Braniff is Chairman of the
Audit Committee and a member of the Finance Committee.

Mr. Dunlap's primary occupation has been as a business consultant since
1999. He served as Vice Chairman, President and Chief Operating Officer of Ocean
Energy/United Meridian Corporation from 1996 to 1999. He was responsible for
exploration and production and the development of the international exploration
business. For 33 years prior to that date, Mr. Dunlap served Texaco, Inc. in
various positions, including Senior Vice President, President of Texaco USA,
President and Chief Executive Officer of Texaco Canada Inc. and Vice Chairman of
Texaco Ltd., London. Mr. Dunlap is currently a member of the board of directors
of Massachusetts Mutual Life Insurance Company and a member of Nantucket
Conservation Foundation, the Culver Educational Foundation and the Corporation
of the Woods Hole Oceanographic Institution. Mr. Dunlap is a member of the
Compensation Committee and Governance Committee.

198

Mr. Foshee has been President, Chief Executive Officer and a director of El
Paso since September 2003. He became Executive Vice President and Chief
Operating Officer of Halliburton Company in 2003, having joined that company in
2001 as Executive Vice President and Chief Financial Officer. In December 2003,
several subsidiaries of Halliburton, including DII Industries and Kellogg Brown
& Root, filed for bankruptcy protection whereby the subsidiaries will jointly
resolve their asbestos claims. Prior to assuming his position at Halliburton,
Mr. Foshee was President, Chief Executive Officer, and Chairman of the Board of
Nuevo Energy Company. From 1993 to 1997, Mr. Foshee served Torch Energy Advisors
Inc. in various capacities, including Chief Operating Officer and Chief
Executive Officer.

Mr. Goldman's primary occupation has been as a business consultant since
October 2002. He served as Senior Vice President, Finance and Chief Financial
Officer of Conoco Inc. from 1998 to 2002 and Vice President, Finance from 1991
to 1998. For more than five years prior to that date, he held various executive
positions with Conoco Inc. and E.I. Du Pont de Nemours & Co., Inc. Mr. Goldman
was also formerly Vice President and Controller of Conoco Inc. and Chairman of
the Accounting Committee of the American Petroleum Institute. He is currently
Vice President, Finance of the World Petroleum Congress and a member of the
board of directors of Tesoro Petroleum Corporation. Mr. Goldman is Chairman of
the Finance Committee and a member of the Audit Committee.

Mr. Hall has been Chief Administrative Officer of the City of Houston since
January 2004. He served as the City Attorney for the City of Houston from March
1998 to January 2004. He served as a director of The Coastal Corporation from
August 1999 to January 2001. Prior to March 1998, Mr. Hall was a partner in the
Houston law firm of Jackson Walker, LLP. Mr. Hall is Co-Chairman of the
Governance Committee and a member of the Finance Committee and Health, Safety &
Environmental Committee.

Mr. Hix has been a business consultant since January 2003. He served as
Senior Vice President of Finance and Chief Financial Officer of Cooper Cameron
Corporation from January 1995 to January 2003. From September 1993 to April
1995, Mr. Hix served as Senior Vice President of Finance, Treasurer and Chief
Financial Officer of The Western Company of North America. Mr. Hix is a member
of the board of directors of The Offshore Drilling Company. Mr. Hix is a member
of the Audit Committee and Finance Committee.

Dr. Joyce has been Chairman of the Board and Chief Executive Officer of
Nalco Company since November 2003. From May 2001 to October 2003, he served as
Chief Executive Officer of Hercules Inc. In 2001, Dr. Joyce served as Vice
Chairman of the Board of Dow Chemical Corporation following its merger with
Union Carbide Corporation. Dr. Joyce was named Chief Executive Officer of Union
Carbide Corporation in 1995 and Chairman of the Board in 1996. Prior to 1995,
Dr. Joyce served in various positions with Union Carbide. Dr. Joyce is a
director of CVS Corporation. Dr. Joyce is a member of the Governance Committee
and Health, Safety & Environmental Committee.

Mr. Kuehn is currently the Chairman of the El Paso Board. Mr. Kuehn was
Chairman of the Board and Chief Executive Officer from March 2003 to September
2003. From September 2002 to March 2003, Mr. Kuehn was the Lead Director of El
Paso. From January 2001 to March 2003, he was a business consultant. Mr. Kuehn
served as non-executive Chairman of the Board of El Paso from October 25, 1999
to December 31, 2000. Mr. Kuehn served as President and Chief Executive Officer
of Sonat Inc. from June 1984 until his retirement on October 25, 1999. He was
Chairman of the Board of Sonat Inc. from April 1986 until his retirement. He is
a director of AmSouth Bancorporation, Praxair, Inc. and The Dun & Bradstreet
Corporation. Mr. Kuehn resigned his position as a director and a member of the
compensation committee of Transocean Inc. in March 2003 when Mr. Talbert joined
the El Paso Board.

Mr. MacNeil served as a director of The Coastal Corporation from 1997 until
January 2001. During the past five years, Mr. MacNeil's occupation has been
securities brokerage and investments. Mr. MacNeil served as a director of
American Natural Resources Company, parent holding company of ANR Pipeline
Company from August 1993 until June 1996, at which time there was a reduction in
the number of directors and he did not stand for re-election. Mr. MacNeil is a
member of the Audit Committee and Governance Committee.

Mr. Talbert has been Chairman of the Board of Transocean Inc. since October
2002. He served as Chief Executive Officer of Transocean Inc. and its
predecessor companies from 1994 until October 2002, and has

199

been a member of its board of directors since 1994. Mr. Talbert is also the
Chairman of the Board of The Offshore Drilling Company. He served as President
and Chief Executive Officer of Lone Star Gas Company from 1990 to 1994. He
served as President of Texas Oil & Gas Company from 1987 to 1990, and served in
various positions at Shell Oil Company from 1970 to 1982. Mr. Talbert is a past
Chairman of the National Ocean Industries Association and a member of the
University of Akron's College of Engineering Advancement Council. Mr. Talbert is
a member of the Compensation Committee, Finance Committee and Health, Safety and
Environmental Committee.

Mr. Wallop became Chairman of Western Strategy Group in January 1999 and
has been President of Frontiers of Freedom Foundation since January 1996. For 18
years prior to that date, Mr. Wallop was a member of the United States Senate.
He is a member of the board of directors of Hubbell Inc. and Sheridan State
Bank. Mr. Wallop is Co-Chairman of the Governance Committee and a member of the
Audit Committee.

Mr. Whitmire has been Chairman of CONSOL Energy, Inc. since 1999. He served
as Chairman and CEO of Union Texas Petroleum Holdings, Inc. from 1996 to 1998,
and spent over 30 years serving Phillips Petroleum Company in various positions
including Executive Vice President of Worldwide Exploration and Production from
1992 to 1996 and Vice President of North American Exploration and Production
from 1988 to 1992. He also served as a member of the Phillips Petroleum Company
Board of Directors from 1994 to 1996. He is a member of the board of directors
of GlobalSantaFe Inc. Mr. Whitmire is Chairman of the Health, Safety and
Environmental Committee and a member of the Audit Committee and Compensation
Committee.

Mr. Wyatt has been Chancellor Emeritus of Vanderbilt University since
August 2000. For more than five years prior to that date, he served as
Chancellor, Chief Executive Officer and Trustee of Vanderbilt University. From
1984 until October 1999, Mr. Wyatt was a director of Sonat Inc. He is a director
of Ingram Micro, Inc. and Hercules, Inc. Mr. Wyatt is Chairman of the
Compensation Committee and a member of the Governance Committee.

Audit Committee Financial Expert. The Audit Committee plays an important
role in promoting effective corporate governance, and it is imperative that
members of the Audit Committee have requisite financial literacy and expertise.
All members of El Paso's Audit Committee meet the financial literacy standard
required by the NYSE rules and at least one member qualifies as having
accounting or related financial management expertise under the NYSE rules. In
addition, as required by SOX, the SEC adopted rules requiring that each public
company disclose whether or not its audit committee has an "audit committee
financial expert" as a member. An "audit committee financial expert" is defined
as a person who, based on his or her experience, satisfies all of the following
attributes:

- An understanding of generally accepted accounting principles and
financial statements.

- An ability to assess the general application of such principles in
connection with the accounting for estimates, accruals, and reserves.

- Experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and level of
complexity of issues that can reasonably be expected to be raised by El
Paso's financial statements, or experience actively supervising one or
more persons engaged in such activities.

- An understanding of internal controls and procedures for financial
reporting.

- An understanding of audit committee functions.

The Board of Directors has affirmatively determined that Messrs. Hix and
Goldman satisfy the definition of "audit committee financial expert," and has
designated each of them as an "audit committee financial expert."

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Exchange Act requires our directors, certain officers and beneficial owners
of more than 10% of a registered class of our equity securities to file reports
of ownership and reports of changes in ownership with the SEC and the New York
Stock Exchange. Directors, officers and beneficial owners of more than 10% of
our equity securities

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are also required by SEC regulations to furnish us with copies of all such
reports that they file. Based on our review of copies of such forms and
amendments provided to it, we believe that all filing requirements were complied
with during the fiscal year ended December 31, 2003.

Code of Ethics. We have adopted a code of ethics, the "Code of Business
Conduct," that applies to all of our directors and employees, including our
Chief Executive Officer, Chief Financial Officer and senior financial and
accounting officers. In addition to other matters, the Code of Business Conduct
establishes policies to deter wrongdoing and to promote honest and ethical
conduct, including ethical handling of actual or apparent conflicts of interest,
compliance with applicable laws, rules and regulations, full, fair, accurate,
timely and understandable disclosure in public communications and prompt
internal reporting of violations of the Code of Business Conduct. We also have
an Ethics & Compliance Office and Ethics & Compliance Committee, composed of
members of senior management, that administers our ethics and compliance
program. A copy of our Code of Business Conduct is available on our website at
www.elpaso.com. We will post on our internet website all waivers to or
amendments of our Code of Business Conduct, which are required to be disclosed
by applicable law and rules of the NYSE listing standards.

As a result of recent clarifications in the insider trading rules, and in
particular, the promulgation of Rule 10b5-1, we have revised our insider trading
policy to allow certain officers and directors to establish pre-established
trading plans. Rule 10b5-1 allows certain officers and directors to establish
written programs that permit an independent person who is not aware of inside
information at the time of the trade to execute pre-established trades of our
securities for the officer or director according to fixed parameters. As of
September 20, 2004, no officer or director has a current trading plan. However,
we intend to disclose the existence of any trading plan in compliance with Rule
10b5-1 in future filings with the SEC.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers. This table and narrative text
discusses the compensation paid in 2003, 2002 and 2001 to our Chief Executive
Officer and our four other most highly compensated executive officers. In
addition, as required by SEC rules, we have provided the compensation
information for Messrs. Kuehn and Wise who each served as our CEO during 2003.
The compensation reflected for each individual was for their services provided
in all capacities to El Paso and its subsidiaries. This table also identifies
the principal capacity in which each of the executives named in this Annual
Report on Form 10-K served El Paso at the end of fiscal year 2003.

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SUMMARY COMPENSATION TABLE

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(1) The amount reflected in the salary column for 2003 and 2002 for Messrs.
Somerhalder, Phillips, Baker and Wise includes an amount for El Paso
mandated reductions to fund certain charitable organizations.
(2) For fiscal year 2001, El Paso's incentive compensation plans required
executives to receive a substantial part of their annual bonus in shares of
restricted El Paso common stock. The amounts reflected in this column for
2001 represent a combination of the market value of the restricted stock and
cash at the time awarded under the applicable El Paso incentive compensation
plan.
(3) The amount reflected for Mr. Phillips in fiscal year 2002 includes, among
other things, $42,000 for a perquisite and benefit allowance. The amount
reflected for Mr. Baker in fiscal year 2002 is a $36,000 perquisite and
benefit allowance. The amount reflected for Mr. Wise in fiscal year 2003
includes, among other things, $18,750 for a perquisite and benefit allowance
and $9,638 in value attributed to use of El Paso's aircraft. The amount
reflected for Mr. Wise in fiscal year 2002 includes, among other things,
$90,000 for a perquisite and benefit allowance and $65,509 in value
attributed to use of El Paso's aircraft. The amount reflected for Mr. Wise
in 2001 includes, among other things, $90,000 for a perquisite and benefit
allowance and $62,692 in value attributed to use of El Paso's aircraft.
Except as noted, the total value of the perquisites and other personal
benefits received by the other executives named in this Annual Report on
Form 10-K in fiscal years 2003, 2002 and 2001 are not included in this
column since they were below the Securities and Exchange Commission's
reporting threshold.
(4) For fiscal year 2003, Mr. Kuehn received a grant of 50,000 shares of
restricted stock in connection with assumption of the interim CEO position,
the grant date value of which is reflected in this column. For fiscal year
2001, El Paso's incentive compensation plans provided for and encouraged
participants to elect to take the cash portion of their annual bonus award
in shares of restricted stock. The amounts reflected in this column for 2001
include the market value of restricted stock on the date of grant. The value
of the

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shares of common stock issued has declined significantly since the date of
grant. The total number of shares and value of restricted stock (including the
amount in this column) held on December 31, 2003, is as follows:

RESTRICTED STOCK AS OF DECEMBER 31, 2003

With the exception of Messrs. Foshee's and Kuehn's grants, most of these
shares of El Paso's restricted stock are subject to a time-vesting schedule
of four years from the date of grant (including the shares awarded as part
of the annual bonus in 2001 described above) and other shares of restricted
stock which are subject to both time-vesting and performance-vesting. With
respect to performance vesting, if the required El Paso performance targets
are not met within a four-year time period, all unvested shares are
forfeited. Any dividends awarded on the restricted stock are paid directly
to the holder of the El Paso common stock. These total values can be
realized only if the executives named in this Annual Report on Form 10-K
remain employees of El Paso for the required period of years and, with
respect to performance vesting, the performance goals regarding stockholder
value are reached.

(5) For fiscal year 2003, the amount reflected in this column is the value of
shares of restricted stock on the date they vested. These shares had been
reported in a long-term incentive table in El Paso's proxy statement for the
year in which those shares of restricted stock were originally granted,
along with the necessary performance measures for their vesting. No
long-term incentive payouts were made in fiscal years 2002 and 2001.

(6) The compensation reflected in this column for fiscal year 2003 includes El
Paso's contributions to the El Paso Retirement Savings Plan and supplemental
company match for the Retirement Savings Plan under the Supplemental
Benefits Plan, as follows:

EL PASO'S CONTRIBUTIONS TO THE RETIREMENT SAVINGS PLAN
AND SUPPLEMENTAL COMPANY MATCH UNDER THE
SUPPLEMENTAL BENEFITS PLAN FOR FISCAL YEAR 2003

In addition, for fiscal year 2003 for Mr. Foshee, the amount in this column
includes the value of a sign-on bonus in the amount of $875,000 in cash and
$875,000 in common stock. In addition, for fiscal year 2003 for Mr. Scott,
the amount in this column includes the value of a special retention payment
in the amount $500,000. In addition, for fiscal year 2003 for Mr. Kuehn, the
amount in this column includes $881,588 for the value of the split-dollar
life insurance policy transferred to him in January 2003, $619,723 for the
tax gross-up associated with the transfer of the split-dollar life insurance
policy, $100,000 in severance attributed to him ceasing as interim CEO of El
Paso and non-employee director fees received during 2003. In addition, for
fiscal year 2003 for Mr. Wise, the amount in this column includes
$15,474,227 ($15,326,532 of which includes his supplemental pension benefit
earned during his employment) paid in connection with his termination.

(7) Mr. Foshee began his employment with El Paso on September 1, 2003.

(8) Mr. Kuehn served as interim CEO from March 13, 2003 to September 1, 2003.

(9) Mr. Wise ceased to be CEO on March 12, 2003. See Item 11, Executive
Compensation for a description of Mr. Wise's employment agreement and the
severance benefits he received pursuant to his employment agreement.

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STOCK OPTION GRANTS

This table sets forth the number of stock options granted at fair market
value to the executives named in this Annual Report on Form 10-K during the
fiscal year 2003. In satisfaction of applicable SEC regulations, the table
further sets forth the potential realizable value of such stock options in the
year 2013 (the expiration date of the stock options) at an assumed annualized
rate of stock price appreciation of 5% and 10% over the full ten-year term of
the stock options. As the table indicates for the grant made on September 2,
2003, annualized stock price appreciation of 5% and 10% would result in stock
prices in the year 2013 of approximately $11.96 and $19.05, respectively.
Further as the table indicates for the grant made on March 21, 2003, annualized
stock price appreciation of 5% and 10% would result in stock prices in the year
2013 of approximately $10.64 and $16.95, respectively. The amounts shown in the
table as potential realizable values for all stockholders' stock (approximately
$2.9 billion and $7.4 billion for the September grant and approximately $2.6
billion and $6.6 billion for the March grant) represent the corresponding
increases in the market value of 633,912,031 shares of the common stock
outstanding as of December 31, 2003. No gain to the executive named in this
Annual Report on Form 10-K is possible without an increase in stock price, which
would benefit all stockholders. Actual gains, if any, on stock option exercises
and common stock holdings are dependent on the future performance of the common
stock and overall stock market conditions. There can be no assurances that the
potential realizable values shown in this table will be achieved.

OPTION GRANTS IN 2003

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(1) The stock options granted in 2003 to Mr. Foshee vest 20% per year over a
five-year period from the date of grant. The stock options granted in 2003
to Mr. Kuehn vested in September 2003 when he ceased to be El Paso's interim
CEO. No stock options were granted to any other of the named executives.
There were no stock appreciation rights granted in 2003. Any unvested stock
options become fully exercisable in the event of a "change in control." See
Item 11, Executive Compensation of this Form 10-K for a description of El
Paso's 2001 Omnibus Incentive Compensation Plan and the definition of the
term "change in control." Under the terms of El Paso's 2001 Omnibus
Incentive Compensation Plan, the Compensation Committee may, in its sole
discretion and at any time, change the vesting of the stock options. Certain
non-qualified stock options may be transferred to immediate family members,
directly or indirectly or by means of a trust, corporate entity or
partnership. Further, stock options are subject to forfeiture and/or time
limitations on exercise in the event of termination of employment.

OPTION EXERCISES AND YEAR-END VALUE TABLE

This table sets forth information concerning stock option exercises and the
fiscal year-end values of the unexercised stock options, provided on an
aggregate basis, for each of the executives named in this Annual Report on Form
10-K.

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AGGREGATED OPTION EXERCISES IN 2003
AND FISCAL YEAR-END OPTION VALUES

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(1) The amounts in these columns represent the number of shares and the value
realized upon conversion of stock options into shares of stock that occurred
during 2003 based upon the achievement of certain performance targets
established when they were originally granted in 1999.
(2) The figures presented in these columns have been calculated based upon the
difference between $8.205, the fair market value of the common stock on
December 31, 2003, for each in-the-money stock option, and its exercise
price. No cash is realized until the shares received upon exercise of an
option are sold. No executives named in this Annual Report on Form 10-K had
stock appreciation rights that were outstanding on December 31, 2003.
(3) Includes 98,000 stock options held by the William & Marie Wise Family Ltd.
Partnership.

LONG-TERM INCENTIVE AWARDS

RESTRICTED STOCK

This table provides information concerning incentive awards of restricted
common stock made under El Paso's 2001 Omnibus Incentive Compensation Plan. The
number of shares of restricted stock will vest if, and only if, the executive
named below remains in the employ of El Paso for the specified time period and
the required increase in total stockholder return is achieved during such time
period. No other named executive received a long-term incentive restricted stock
award during 2003.

LONG-TERM INCENTIVE PLANS -- AWARDS IN 2003
RESTRICTED STOCK

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(1) El Paso's Compensation Committee has sole discretion with respect to the
amount, if any, of shares that will vest.
(2) If El Paso's stock price performance is in the second quartile (50th to 74th
percentile) relative to its peers, then the amount of shares that will vest
will be pro-rata based upon actual placement relative to the peers.

PERFORMANCE UNITS

This table provides information concerning long-term incentive awards of
performance units under El Paso's 2001 Omnibus Incentive Compensation Plan. The
grant reflected vested on June 30, 2003, at the end of the indicated maturation
performance period, at which time El Paso's total stockholder return was
compared to that of its peer group. With respect to the grant, if El Paso's
total stockholder return ranked in the first, second, third or fourth quartiles
of its peer group, the value of each unit would have been $150, $100, $50 and $0
respectively. The same performance thresholds and vesting date were applicable
for all other outstanding awards of performance units under El Paso's 2001
Omnibus Incentive Compensation Plan and

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1999 Omnibus Incentive Compensation Plan. The amounts reflected in the table are
potential assumed amounts, and would have been payable in cash. No other named
executive received any performance units during 2003. As described in the
Compensation Committee Report on Executive Compensation, all outstanding
performance units (including those identified in the table below) vested during
2003 at the "Below Threshold" level and the Compensation Committee determined no
payments would be made under the performance unit plan.

LONG-TERM INCENTIVE PLANS -- AWARDS IN 2003
PERFORMANCE UNITS

PENSION PLAN

Effective January 1, 1997, El Paso amended its pension plan to provide
pension benefits under a cash balance plan formula that defines participant
benefits in terms of a hypothetical account balance. Prior to adopting a cash
balance plan, El Paso provided pension benefits under a plan (the "Prior Plan")
that defined monthly benefits based on final average earnings and years of
service. Under the cash balance plan, an initial account balance was established
for each El Paso employee who was a participant in the Prior Plan on December
31, 1996. The initial account balance was equal to the present value of Prior
Plan benefits as of December 31, 1996.

At the end of each calendar quarter, participant account balances are
increased by an interest credit based on 5-Year Treasury bond yields, subject to
a minimum interest credit of 4% per year, plus a pay credit equal to a
percentage of salary and bonus. The pay credit percentage is based on the sum of
age plus service at the end of the prior calendar year according to the
following schedule:

Under El Paso's pension plan and applicable Internal Revenue Code
provisions, compensation in excess of $200,000 cannot be taken into account and
the maximum payable benefit in 2003 was $160,000. Any excess benefits otherwise
accruing under El Paso's pension plan are payable under El Paso's Supplemental
Benefits Plan. Participants will receive benefits in the form of a lump sum
payment under the Supplemental Benefits Plan unless a valid irrevocable election
was made to receive payment in a form other than lump sum prior to June 1, 2004.

Participants with an initial account balance on January 1, 1997 are
provided minimum benefits equal to the Prior Plan benefit accrued as of the end
of 2001. Upon retirement, certain participants (which include Messrs.
Somerhalder, Phillips and Wise) are provided pension benefits that equal the
greater of the cash balance formula benefit or the Prior Plan benefit. For
Messrs. Somerhalder, Phillips and Wise, the Prior Plan benefit reflects accruals
through the end of 2001 and is computed as follows: for each year of credited
service up to a total of 30 years, 1.1% of the first $26,800, plus 1.6% of the
excess over $26,800, of the participant's average annual earnings during his
five years of highest earnings.

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Credited service as of December 31, 2001, for each of Messrs. Somerhalder,
Phillips and Wise is reflected in the table below. Amounts reported under Salary
and Bonus for each executive named in the Summary Compensation Table approximate
earnings as defined under the pension plan.

Estimated annual benefits payable from the pension plan and Supplemental
Benefits Plan upon retirement at the normal retirement age (age 65) for each
executive named is reflected below (based on assumptions that each named
executive receives base salary shown in the Summary Compensation Table with no
pay increases, receives 50% of target annual bonuses beginning with bonuses
earned for fiscal year 2004, and cash balances are credited with interest at a
rate of 4% per annum):

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(1) For Messrs. Somerhalder, Phillips and Wise, credited service shown is as of
December 31, 2001.
(2) For Mr. Wise, the amount reflected has been reduced as a result of his
participation in the Alternative Benefits Program, as described in Item 11,
Executive Compensation of this Form 10-K. Prior Plan minimum benefits for
Messrs. Somerhalder and Wise are greater than their projected cash balance
benefits at age 65.
(3) The amount reflected for Mr. Kuehn is his vested pension benefit amount
under both the Supplemental Benefits Plan and the tax-qualified pension plan
as of his termination date of September 2, 2003, payable commencing October
1, 2003 (at age 68). Mr. Kuehn has elected to receive his Supplemental
Benefits Plan benefit in a lump sum of $79,211, minus amounts withheld for
taxes. Mr. Kuehn has also elected to receive his benefit under the
tax-qualified pension plan in a lump sum of $15,834. Additionally, due to
Mr. Kuehn's previous employment with Sonat Inc., he is also receiving an
annual benefit (75% joint and survivor form of payment) under the
tax-qualified pension plan equal to $69,309.
(4) The amount reflected for Mr. Wise is his vested pension benefit amount under
both the Supplemental Benefits Plan and the tax-qualified pension plan as of
his termination date of March 12, 2003, payable commencing at age 65. Mr.
Wise has elected to receive his Supplemental Benefits Plan benefit in a lump
sum of $15,326,532, minus amounts withheld for taxes. Mr. Wise elected to
receive a single life annuity benefit under the tax-qualified pension plan
equal to $97,520 annually.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE
IN CONTROL ARRANGEMENTS AND DIRECTOR INDEMNIFICATION AGREEMENTS

EMPLOYMENT AGREEMENTS

CURRENT EMPLOYEES

Douglas L. Foshee entered into a letter agreement with El Paso effective
September 1, 2003. Under this agreement, Mr. Foshee serves as President, Chief
Executive Officer and a director of El Paso and receives an annual salary of
$900,000 (which Mr. Foshee has voluntarily reduced for 2004 to $630,000). Mr.
Foshee is also eligible to earn a target bonus amount equal to 100% of his
annual salary (a maximum bonus of 200% of salary) based on El Paso's and his
performance as determined by the Compensation Committee. Mr. Foshee will receive
the additional employee benefits which are available to senior executive
officers. In addition, on the start date of his employment, Mr. Foshee was
granted 1,000,000 options to purchase El Paso common stock and 200,000 shares of
restricted stock. The options will time vest pro-rata over a five-year period.
The shares of restricted stock have both time and performance vesting
provisions. Depending on El Paso's performance relative to its peers during the
first year, the number of shares Mr. Foshee may actually receive is between zero
and 300,000 shares. The shares of restricted stock that vest based on
performance also time vest pro-rata over a five-year period. On his start date,
Mr. Foshee received common stock with a value of $875,000 and an additional cash
payment of $875,000. Mr. Foshee may not pledge or sell the common stock received
as part of the sign-on bonus for a period of two years from the grant date. If
Mr. Foshee's employment is involuntarily terminated not for cause, Mr. Foshee
will receive a lump sum payment of two years base pay and target bonus. In the
event he is terminated within two years of a change in control (or terminates
employment for good reason), Mr. Foshee will receive a lump sum payment of three
years annual salary and target bonus (plus a pro-rated portion of his target
bonus).

208

FORMER EMPLOYEES

As part of the merger with Sonat, El Paso entered into a termination and
consulting agreement with Ronald L. Kuehn, Jr., dated October 25, 1999. Under
this agreement, Mr. Kuehn served as the non-executive Chairman of El Paso's
Board of Directors through December 31, 2000, and received a fee of $20,833 per
month from October 25, 1999 through December 31, 2000. In addition, Mr. Kuehn
received the perquisites that were available to him prior to the merger with
Sonat pursuant to this agreement, as well as non-cash compensation available to
other non-employee directors. Starting on October 25, 1999, and for the
remainder of his life, Mr. Kuehn will receive certain ancillary benefits made
available to him prior to the merger with Sonat, including the provision of
office space and related services, and payment of life insurance premiums
sufficient to provide a death benefit equal to four times his base pay as in
effect immediately prior to October 25, 1999. Mr. Kuehn and his eligible
dependents will also receive retiree medical coverage. El Paso maintained a
collateral assignment split-dollar life insurance policy to provide for the
death benefit for Mr. Kuehn to satisfy its obligation to provide the life
insurance referenced above. In January 2003, El Paso released the collateral
assignment on the policy. El Paso recovered $1,116,303 from the policy's cash
surrender value for premiums paid by El Paso and its predecessors for Mr. Kuehn
under the policy and gave up the right to recoup $881,588, which was left in the
policy to provide coverage under the policy until age 95. The release of the
collateral assignment and the right to recoup $881,588 was treated as a transfer
of property to Mr. Kuehn subject to ordinary income tax. El Paso paid Mr. Kuehn
$619,723 to satisfy the tax liabilities related to the transfer of the policy.
In March 2003, Mr. Kuehn, in an interim capacity, replaced Mr. Wise as Chief
Executive Officer of El Paso. At that time, El Paso entered into an employment
agreement with Mr. Kuehn effective upon his appointment as interim Chief
Executive Officer of El Paso. Mr. Kuehn has also served as Chairman of the Board
of El Paso since March 2003. Under his employment agreement, Mr. Kuehn received
a monthly salary of $100,000 and was eligible to earn a target bonus amount
equal to 100% of his annual salary based on El Paso's and his performance as
determined by the Compensation Committee. Pursuant to his employment agreement,
on the date Mr. Foshee began as the permanent Chief Executive Officer of El
Paso, Mr. Kuehn received a pro-rated portion of his target bonus based on the
number of months he served as the interim Chief Executive Officer in the amount
of $600,000 and a termination payment in the amount of $100,000 for the time he
served as interim Chief Executive Officer. Mr. Kuehn's employment agreement also
provided for an award of 125,000 nonqualified stock options to purchase shares
of common stock and 50,000 shares of restricted stock of El Paso under the 2001
Omnibus Incentive Compensation Plan. His stock options vested and all
restrictions on his restricted stock lapsed on the date Mr. Foshee began as the
permanent Chief Executive Officer.

Effective as of March 12, 2003, Mr. Kuehn replaced William A. Wise as Chief
Executive Officer and Chairman of the Board of Directors pending selection of a
permanent Chief Executive Officer. Mr. Wise received the severance benefits set
forth in his pre-existing employment agreement for the remaining three-year term
of his agreement consisting of his annual salary of $1,430,004, an annual bonus
in the amount of $1,716,004, service credit and age credit for pension benefits
and continued medical, dental and vision insurance. Effective in May 2004,
payment to Mr. Wise of his annual salary was suspended. In May 2004, Mr. Wise
initiated an arbitration in connection with his employment agreement. Mr. Wise
asserts that he is entitled to additional perquisites under the terms of his
pre-existing employment agreement. Mr. Wise is not entitled to receive benefits
under his employment agreement that otherwise would arise in connection with any
future change in control of El Paso. Any salary, bonus, or benefits received by
Mr. Wise in connection with any full-time employment during the remaining
three-year term will reduce the salary, bonus, or benefits payable to Mr. Wise
under the terms of his agreement. In March 2003, El Paso transferred ownership
of Mr. Wise's company-owned automobile to Mr. Wise and agreed to purchase his
Houston residence, if timely requested to do so, at the greater of its appraised
value or the amount of Mr. Wise's investment. In 1997, El Paso loaned Mr. Wise
$1,564,000 with interest at 6.8% for the purchase of his Houston residence. On
March 19, 2003, Mr. Wise repaid this loan in full with accrued interest,
consisting of $1,564,000 in principal and $617,436 in interest. In 2001, El Paso
loaned Mr. Wise $7,332,195 with interest at 4.99% to fund Mr. Wise's exercise of
options to purchase El Paso common stock. This outstanding loan obligation
became payable by Mr. Wise in full upon the cessation of his employment. On
April 23, 2003, Mr. Wise repaid this loan in full with accrued interest,
consisting of $7,332,195 in principal and $594,549 in interest. In addition,
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Mr. Wise held 1,887,917 vested stock options. These options are exercisable by
Mr. Wise through March 12, 2006, unless they expire earlier in accordance with
their terms. Any portion of these options not exercised by March 12, 2006 or any
earlier applicable expiration date will be forfeited on that date. Of these
1,887,917 stock options, 100,000 were converted automatically into shares of El
Paso common stock on October 25, 2003, with the value per option equal to the
fair market value of El Paso common stock on that date. Mr. Wise forfeited
258,333 unvested stock options when he ceased to be an employee of El Paso on
March 12, 2003. In addition, 491,639 shares of restricted stock held by Mr. Wise
on March 12, 2003 became vested as of that date, and 139,609 shares of
restricted stock were forfeited as of that date. Mr. Wise also became vested in
33,281 performance units, the performance cycle for which ended in June 2003,
without value, and he forfeited 2,219 unvested performance units.

BENEFIT PLANS

Severance Pay Plan. The Severance Pay Plan is a broad-based employee plan
providing severance benefits following a "qualifying termination" for all
salaried employees of El Paso and certain of its subsidiaries. The plan also
includes an executive supplement, which provides enhanced severance benefits for
certain executive officers of El Paso and certain of its subsidiaries, including
Messrs. Foshee, Somerhalder, Scott, Phillips and Baker. The enhanced severance
benefits available under the supplement include an amount equal to two times the
sum of the officer's annual salary, including annual target bonus amounts as
specified in the plan. A qualifying termination includes an involuntary
termination of the officer as a result of the elimination of the officer's
position or a reduction in force and a termination for "good reason" (as defined
under the plan). In the event the Severance Pay Plan is terminated, the
executive supplement will continue as a separate plan unless the action
terminating the Severance Pay Plan explicitly terminates the supplement. The
executive supplement of the Severance Pay Plan terminates on January 1, 2005,
unless extended. In the event of a "change in control" (as defined in the Key
Executive Severance Protection Plan) of El Paso, participants whose termination
of employment entitles them to severance pay under the executive supplement and
the Key Executive Severance Protection Plan will receive severance pay under the
Key Executive Severance Protection Plan, rather than under the executive
supplement.

2004 Key Executive Severance Protection Plan. El Paso periodically reviews
its benefits plans and engages Deloitte Consulting to make recommendations
regarding its plans. Deloitte recommended that El Paso adopt a new executive
severance plan that more closely aligns with current market arrangements than El
Paso's Key Executive Severance Protection Plan and Employee Severance Protection
Plan (as described below). In light of Deloitte's recommendation, El Paso
adopted this plan in March 2004. This plan provides severance benefits following
a "change in control" of El Paso for executives of El Paso and certain of its
subsidiaries designated by the Board or the Compensation Committee, including
Messrs. Foshee, Scott and Baker. This plan is intended to replace the Key
Executive Severance Protection Plan and the Employee Severance Protection Plan,
and participants are required to waive their participation under those plans (if
applicable) as a condition to becoming participants in this plan. The benefits
of the plan include: (1) a cash severance payment in an amount equal to three
times the annual salary and target bonus for Mr. Foshee, two times the annual
salary and target bonus for executive vice presidents and senior vice
presidents, including Messrs. Scott and Baker, and one times the annual salary
and target bonus for vice presidents; (2) a pro-rated portion of the executive's
target bonus for the year in which the termination of employment occurs; (3)
continuation of life and health insurance following termination for a period of
36 months for Mr. Foshee, 24 months for executive vice presidents and senior
vice presidents, including Messrs. Scott and Baker, and 12 months for vice
presidents; (4) a gross-up payment for any federal excise tax imposed on an
executive in connection with any payment or distribution made by El Paso or any
of its affiliates under the plan or otherwise; provided that in the event a
reduction in payments in respect of the executive of 10% or less would cause no
excise tax to be payable in respect of that executive, then the executive will
not be entitled to a gross-up payment and payments to the executive shall be
reduced to the extent necessary so that the payments shall not be subject to the
excise tax; and (5) payment of legal fees and expenses incurred by the executive
to enforce any rights or benefits under the plan. Benefits are payable for any
termination of employment of an executive in the plan within two years following
the date of a change in control, except where termination is by reason of death,
disability, for "cause" (as defined in the plan) or instituted by the executive
other than for
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"good reason" (as defined in the plan). Benefits are also payable under the plan
for terminations of employment prior to a change in control that arise in
connection with, or in anticipation of, a change in control. Benefits are not
payable for any termination of employment following a change in control if (i)
the termination occurs in connection with the sale, divestiture or other
disposition of designated subsidiaries of El Paso, (ii) the purchaser or entity
subject to the transaction agrees to provide severance benefits at least equal
to the benefits available under the plan, and (iii) the executive is offered, or
accepts, employment with the purchaser or entity subject to the transaction. A
change in control generally occurs if: (i) any person or entity becomes the
beneficial owner of more than 20% of El Paso's common stock; (ii) a majority of
the current members of the Board of Directors of El Paso or their approved
successors cease to be directors of El Paso (or, in the event of a merger, the
ultimate parent following the merger); or (iii) a merger, consolidation, or
reorganization of El Paso, a complete liquidation or dissolution of El Paso, or
the sale or disposition of all or substantially all of El Paso's and its
subsidiaries' assets (other than a transaction in which the same stockholders of
El Paso before the transaction own 50% of the outstanding common stock after the
transaction is complete). This plan generally may be amended or terminated at
any time prior to a change in control, provided that any amendment or
termination that would adversely affect the benefits or protections of any
executive under the plan shall be null and void as it relates to that executive
if a change in control occurs within one year of the amendment or termination.
In addition, any amendment or termination of the plan in connection with, or in
anticipation of, a change in control which actually occurs shall be null and
void. From and after a change in control, the plan may not be amended in any
manner that would adversely affect the benefits or protections provided to any
executive under the plan.

Key Executive Severance Protection Plan. This plan, initially adopted in
1992, provides severance benefits following a "change in control" of El Paso for
certain officers of El Paso and certain of its subsidiaries, including Messrs.
Somerhalder and Phillips. The benefits of the plan include: (1) an amount equal
to three times the participant's annual salary, including maximum bonus amounts
as specified in the plan; (2) continuation of life and health insurance for an
18-month period following termination; (3) a supplemental pension payment
calculated by adding three years of additional credited pension service; (4)
certain additional payments to the terminated employee to cover excise taxes if
the payments made under the plan are subject to excise taxes on golden parachute
payments; and (5) payment of legal fees and expenses incurred by the employee to
enforce any rights or benefits under the plan. Benefits are payable for any
termination of employment for a participant in the plan within two years of the
date of a change in control, except where termination is by reason of death,
disability, for cause or instituted by the employee for other than "good reason"
(as defined in the plan). A change in control occurs if: (i) any person or
entity becomes the beneficial owner of 20% or more of El Paso's common stock;
(ii) any person or entity (other than El Paso) purchases the common stock by way
of a tender or exchange offer; (iii) El Paso stockholders approve a merger or
consolidation, sale or disposition or a plan of liquidation or dissolution of
all or substantially all of El Paso's assets; or (iv) if over a two year period
a majority of the members of the Board of Directors at the beginning of the
period cease to be directors. A change in control has not occurred if El Paso is
involved in a merger, consolidation or sale of assets in which the same
stockholders of El Paso before the transaction own 80% of the outstanding common
stock after the transaction is complete. This plan generally may be amended or
terminated at any time, provided that no amendment or termination may impair
participants' rights under the plan or be made following the occurrence of a
change in control. This plan is closed to new participants, unless the Board
determines otherwise.

Employee Severance Protection Plan. This plan, initially adopted in 1992,
provides severance benefits following a "change in control" (as defined in the
Key Executive Severance Protection Plan) of El Paso for certain salaried,
non-executive employees of El Paso and certain of its subsidiaries. The benefits
of the plan include: (1) severance pay based on the formula described below, up
to a maximum of two times the participant's annual salary, including maximum
bonus amounts as specified in the plan; (2) continuation of life and health
insurance for an 18-month period following termination (plus an additional
payment, if necessary, equal to any additional income tax imposed on the
participant by reason of his or her continued life and health insurance
coverage); and (3) payment of legal fees and expenses incurred by the employee
to enforce any rights or benefits under the plan. The formula by which severance
pay is calculated under the plan consists of the sum of: (i) one-twelfth of a
participant's annual salary and maximum bonus for every $7,000 of
211

his or her annual salary and maximum bonus, but no less than five-twelfths nor
more than the entire salary and bonus amount, and (ii) one-twelfth of a
participant's annual salary and maximum bonus for every year of service
performed immediately prior to a change in control. Benefits are payable for any
termination of employment for a participant in the plan within two years of the
date of a change in control, except where termination is by reason of death,
disability, for cause or instituted by the employee for other than "good reason"
(as defined in the plan). This plan generally may be amended or terminated at
any time, provided that no amendment or termination may impair participants'
rights under the plan or be made following the occurrence of a change in
control. This plan has been closed to new participants, unless the Board
determines otherwise.

Supplemental Benefits Plan. This plan provides for certain benefits to
officers and key management employees of El Paso and its subsidiaries. The
benefits include: (1) a credit equal to the amount that a participant did not
receive under El Paso's Pension Plan because the Pension Plan does not consider
deferred compensation (whether in deferred cash or deferred restricted common
stock) for purposes of calculating benefits and eligible compensation is subject
to certain Internal Revenue Code limitations; and (2) a credit equal to the
amount of El Paso's matching contribution to El Paso's Retirement Savings Plan
that cannot be made because of a participant's deferred compensation and
Internal Revenue Code limitations. The plan may not be terminated so long as the
Pension Plan and/or Retirement Savings Plan remain in effect. The management
committee of this plan designates who may participate and also administers the
plan. Benefits under El Paso's Supplemental Benefits Plan are paid upon
termination of employment in a lump-sum payment. In the event of a change in
control (as defined under the Key Executive Severance Protection Plan) of El
Paso, the supplemental pension benefits become fully vested and nonforfeitable.

Senior Executive Survivor Benefits Plan. This plan provides certain senior
executives (including each of the named executives in this Annual Report on Form
10-K, except for Messrs. Wise and Kuehn who are no longer employees) of El Paso
and its subsidiaries who are designated by the plan administrator with survivor
benefit coverage in lieu of the coverage provided generally for employees under
El Paso's group life insurance plan. The amount of benefits provided, on an
after-tax basis, is two and one-half times the executive's annual salary.
Benefits are payable in installments over 30 months beginning within 31 days
after the executive's death, except that the plan administrator may, in its
discretion, accelerate payments.

Benefits Protection Trust Agreement. El Paso maintains a trust for the
purpose of funding certain of its employee benefit plans (including the
severance protection plans described above). The trust consists of a trustee
expense account, which is used to pay the fees and expenses of the trustee, and
a benefit account, which is made up of three subaccounts and used to make
payments to participants and beneficiaries in the participating plans. The trust
is revocable by El Paso at any time before a "threatened change in control"
(which is generally defined to include the commencement of actions that would
lead to a "change in control" (as defined under the Key Executive Severance
Protection Plan)) as to assets held in the trustee expense account, but is not
revocable (except as provided below) as to assets held in the benefit account at
any time. The trust generally becomes fully irrevocable as to assets held in the
trust upon a threatened change in control. The trust is a grantor trust for
federal tax purposes, and assets of the trust are subject to claims by El Paso's
general creditors in preference to the claims of plan participants and
beneficiaries. Upon a threatened change in control, El Paso must deliver $1.5
million in cash to the trustee expense account. Prior to a threatened change in
control, El Paso may freely withdraw and substitute the assets held in the
benefit account, other than the initially funded amount; however, no such assets
may be withdrawn from the benefit account during a threatened change in control
period. Any assets contributed to the trust during a threatened change in
control period may be withdrawn if the threatened change in control period ends
and there has been no threatened change in control. In addition, after a change
in control occurs, if the trustee determines that the amounts held in the trust
are less than "designated percentages" (as defined in the Trust Agreement) with
respect to each subaccount in the benefit account, the trustee must make a
written demand on El Paso to deliver funds in an amount determined by the
trustee sufficient to attain the designed percentages. Following a change in
control and if the trustee has not been requested to pay benefits from any
subaccount during a "determination period" (as defined in the Trust Agreement),
El Paso may make a written request to the trustee to withdraw certain amounts
which were allocated to the subaccounts after the change in control occurred.
The trust generally

212

may be amended or terminated at any time, provided that no amendment or
termination may result, directly or indirectly, in the return of any assets of
the benefit account to El Paso prior to the satisfaction of all liabilities
under the participating plans (except as described above) and no amendment may
be made unless El Paso, in its reasonable discretion, believes that such
amendment would have no material adverse effect on the amount of benefits
payable under the trust to participants. In addition, no amendment may be made
after the occurrence of a change in control which would (i) permit El Paso to
withdraw any assets from the trustee expense account, (ii) directly or
indirectly reduce or restrict the trustee's rights and duties under the trust,
or (iii) permit El Paso to remove the trustee following the date of the change
in control.

Alternative Benefits Program (ABP). In 2001, Mr. Wise reduced the balance
of certain compensation payable to him under the Supplemental Benefits Plan by
$5,000,000, in exchange for the right to participate in the ABP. The program
provides for a loan to purchase a life insurance policy under a family trust.
The amount of the loan to Mr. Wise was $9,000,000. The trust is the named
beneficiary under the life insurance policy, and the loan with accrued interest
will be repaid, on an after-tax basis, with proceeds of the policy after the
participant's, or his spouse's death, whichever is later. The compensation that
was reduced had been awarded in prior years and was disclosed as required in
earlier proxy statements of El Paso. The cost of this program will not exceed
the cost El Paso would have paid as compensation with respect to the reduced
amounts. An amount of $2,608 was imputed as income in 2003 for Mr. Wise and is
included, to the extent required under the rules of the SEC, in the "Other
Annual Compensation" column to the Summary Compensation Table. This program is
now closed to new participants.

DIRECTOR INDEMNIFICATION AGREEMENTS

El Paso has entered into indemnification agreements with each member of the
Board of Directors as part of El Paso's indemnification program and in order to
enable El Paso to attract and retain qualified directors. The indemnification
agreements provide for payment of reasonable expenses (including attorneys'
fees) incurred by each of the directors in defending a proceeding related to
their service as a director in advance of its final disposition. El Paso may
maintain insurance, enter into contracts, create a trust fund or use other means
available to ensure payment of any indemnity payments and expense advances. In
the event of a change in control of El Paso, El Paso is obligated to pay the
costs of independent legal counsel who will be selected to provide legal advice
with respect to all matters concerning the rights of each director to indemnity
payments and expense advances after any such change in control.

213

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION TABLE

The following table provides information concerning equity compensation
plans as of December 31, 2003, that have been approved by stockholders and
equity compensation plans that have not been approved by stockholders. The table
includes (a) the number of securities to be issued upon exercise of options,
warrants and rights outstanding under the equity compensation plans, (b) the
weighted-average exercise price of all outstanding options, warrants and rights
and (c) additional shares available for future grants under all of El Paso's
equity compensation plans.

- ---------------

(1) Column (a) does not include 2,759,206 shares with a weighted-average
exercise price of $36.84 per share which were assumed by El Paso under the
Executive Award Plan of Sonat Inc. as a result of the merger with Sonat in
October 1999. The Executive Award Plan of Sonat Inc. has been terminated and
no future awards can be made under it.
(2) In column (c), equity compensation plans approved by stockholders include
2,831,050 shares available for future issuance under the Employee Stock
Purchase Plan.
(3) In column (c), equity compensation plans not approved by stockholders
include 71,800 shares available for future awards granted under the
Restricted Stock Award Plan for Management Employees.

STOCKHOLDER APPROVED PLANS

2001 Omnibus Incentive Compensation Plan. This plan provides for the grant
to officers and key employees of El Paso and its subsidiaries of stock options,
stock appreciation rights, limited stock appreciation rights, performance units
and restricted stock. A maximum of 6,000,000 shares in the aggregate may be
subject to awards under this plan. The plan administrator designates which
employees are eligible to participate, the amount of any grant and the terms and
conditions (not otherwise specified in the plan) of such grant. If a "change in
control" (defined in substantially the same manner as under the Key Executive
Severance Protection Plan) of El Paso occurs: (1) all outstanding stock options
become fully exercisable; (2) stock appreciation rights and limited stock
appreciation rights become immediately exercisable; (3) designated amounts of
performance units become fully vested; (4) all restrictions placed on awards of
restricted stock automatically lapse; and (5) the current year's target bonus
amount becomes payable for each officer participating in the plan within 30
days, assuming target levels of performance were achieved by El Paso and the
officer for the year in which the change in control occurs, or the prior year if
target levels have not been established for the current year, except that no
bonus amounts will become payable in connection with a change in control that
results solely from a change to the Board of Directors of El Paso. The plan
generally may be amended or terminated at any time. Any amendment following a
change in control that impairs participants' rights requires participant
consent.

1999 Omnibus Incentive Compensation Plan and 1995 Omnibus Compensation Plan
-- Terminated Plans. These plans provided for the grant to eligible officers
and key employees of El Paso and its subsidiaries of stock options, stock
appreciation rights, limited stock appreciation rights, performance units
214

and restricted stock. These plans have been replaced by the 2001 Omnibus
Incentive Compensation Plan. Although these plans have been terminated with
respect to new grants, certain stock options and shares of restricted stock
remain outstanding under them. If a "change in control" of El Paso occurs, all
outstanding stock options become fully exercisable and restrictions placed on
restricted stock lapse. For purposes of the plans, the term "change in control"
has substantially the same meaning given such term in the Key Executive
Severance Protection Plan.

NON-STOCKHOLDER APPROVED PLANS

Strategic Stock Plan. This plan is an equity compensation plan that has
not been approved by the stockholders. This plan provides for the grant of stock
options, stock appreciation rights, limited stock appreciation rights and shares
of restricted stock to non-employee members of the Board of Directors, officers
and key employees of El Paso and its subsidiaries primarily in connection with
El Paso's strategic acquisitions. A maximum of 4,000,000 shares in the aggregate
may be subject to awards under this plan. The plan administrator determines
which employees are eligible to participate, the amount of any grant and the
terms and conditions (not otherwise specified in the plan) of such grant. If a
change in control, as defined earlier under the Key Executive Severance
Protection Plan, of El Paso occurs: (1) all outstanding stock options become
fully exercisable; (2) stock appreciation rights and limited stock appreciation
rights become immediately exercisable; and (3) all restrictions placed on awards
of restricted stock automatically lapse. The plan generally may be amended or
terminated at any time, provided that no amendment or termination may impair
participants' rights under the plan.

Restricted Stock Award Plan for Management Employees. This plan is an
equity compensation plan which has not been approved by the stockholders. The
plan provides for the granting of restricted shares of El Paso's common stock to
management employees (other than executive officers and directors) of El Paso
and its subsidiaries for specific accomplishments beyond that which are normally
expected and which will have a significant and measurable impact on the
long-term profitability of El Paso. A maximum of 100,000 shares in the aggregate
may be subject to awards under this plan. The plan administrator designates
which employees are eligible to participate, the amount of any grant and the
terms and conditions (not otherwise specified in the plan) of such grant. The
plan generally may be amended or terminated at any time, provided that no
amendment or termination may impair participants' rights under the plan.

Omnibus Plan for Management Employees. This plan is an equity compensation
plan which has not been approved by the stockholders. This plan provides for the
grant of stock options, stock appreciation rights, limited stock appreciation
rights and shares of restricted stock to salaried employees (other than
employees covered by a collective bargaining agreement) of El Paso and its
subsidiaries. A maximum of 58,000,000 shares in the aggregate may be subject to
awards under this plan. If a change in control, as defined earlier under the Key
Executive Severance Protection Plan, of El Paso occurs: (1) all outstanding
stock options become fully exercisable; (2) stock appreciation rights and
limited stock appreciation rights become immediately exercisable; and (3) all
restrictions placed on awards of restricted stock automatically lapse. The plan
generally may be amended or terminated at any time, provided that no amendment
or termination may impair participants' rights under the plan.

215

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of August 31, 2004 (unless
otherwise noted) regarding beneficial ownership of common stock by each
director, our Chief Executive Officer, the other four most highly compensated
executive officers in the last fiscal year, our directors and executive officers
as a group and each person or entity known by El Paso to own beneficially more
than 5% of its outstanding shares of common stock. No family relationship exists
between any of the directors or executive officers of El Paso.

- ---------------

* Less than 1%
(1) The individuals named in the table have sole voting and investment power
with respect to shares of El Paso common stock beneficially owned, except
that Mr. Talbert shares with one or more other individuals voting and
investment power with respect to 5,000 shares of common stock. This column
also includes shares of common stock held in El Paso's Benefits Protection
Trust (as of August 31, 2004) as a result of deferral elections made in
accordance with El Paso's benefit plans. These individuals share voting
power with the trustee under that plan and receive dividends on such shares,
but do not have the power to dispose of, or direct the disposition of, such
shares until such shares are distributed. In addition, some shares of common
stock reflected in this column for certain individuals are subject to
restrictions. According to a Schedule 13G filed on February 12, 2004, as of
December 31, 2003, Pacific Financial Research Inc. had sole voting power
over 73,052,989 shares of common stock, no voting power over 4,914,000
shares of common stock and sole dispositive power of 77,966,989 shares of
common stock. According to a Schedule 13G/A filed on March 10, 2004, as of
December 31, 2003, Brandes Investment Partners, L.L.C. had shared voting
power of 50,154,789 shares of common stock and shared dispositive power over
66,560,505 shares of common stock. According to a

216

Schedule 13G filed on March 26, 2004, as of December 31, 2003, State Street
Bank and Trust Company had sole voting power over 16,334,497 shares of
common stock, shared voting power over 19,108,114 shares of common stock,
sole dispositive power over 17,571,967 shares of common stock and shared
dispositive power of 19,141,806 shares of common stock.

(2) The directors and executive officers have the right to acquire the shares of
common stock reflected in this column within 60 days of August 31, 2004,
through the exercise of stock options.

(3) Stock ownership as of December 31, 2003, for Pacific Financial Research
Inc., Brandes Investment Partners, L.L.C. and State Street Bank and Trust
Company was reported on separate Schedules 13G filed on February 12, 2004,
March 10, 2004 and March 26, 2004, respectively.

(4) Mr. Braniff's beneficial ownership excludes 3,500 shares of El Paso common
stock owned by his wife, of which Mr. Braniff disclaims any beneficial
ownership.

(5) Mr. Dunlap's beneficial ownership excludes 900 shares held by his wife as
trustee. Mr. Dunlap disclaims any beneficial ownership in those shares.

(6) Mr. Kuehn's beneficial ownership excludes 27,720 shares of El Paso common
stock owned by his wife or children, of which Mr. Kuehn disclaims any
beneficial ownership.

(7) Mr. Wise's stock ownership is as of March 12, 2003, when he left the
company. Mr. Wise's beneficial ownership excludes 400 shares of El Paso
common stock owned by his children under the Uniform Gifts to Minors Act, of
which Mr. Wise disclaims any beneficial ownership.

(8) Includes 98,000 stock options held in the William & Marie Wise Family Ltd.
Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We own 50 percent of the one percent general partner interest of GulfTerra,
a publicly traded master limited partnership, and 17.8 percent of the
partnership's common units. In addition, we own all of the outstanding Series C
units of the partnership. Some of our directors, officers and other personnel
who provide services for us also provide services for GulfTerra. These shared
personnel own and are awarded units, or options to purchase units, in GulfTerra
from time to time, and their personal financial interests may not always be
completely aligned with ours.

A discussion of agreements, arrangements and transactions between us and
GulfTerra is summarized in Part II, Item 7, Management's Discussion and Analysis
of Financial Condition and Results of Operations, under the heading "Field
Services". Also see Part II, Item 8, Financial Statements and Supplementary
Data, Note 28.

Mr. Wise had two sons-in-law and a sister-in-law who were employed by El
Paso or its subsidiaries during fiscal year 2003 and earned and/or received
compensation (and in the case of one son-in-law and his sister-in-law, severance
payments in connection with their termination of employment) in the amount of
$85,829, $242,769, and $71,844, respectively. Mr. Phillips' brother was employed
by El Paso or its subsidiaries during fiscal year 2003 and earned and/or
received compensation and severance in connection with his termination of
employment in the amount of $168,574.

See "Employment Contracts, Termination of Employment, Change in Control
Arrangements and Director Indemnification Agreements" in Item 11, Executive
Compensation of this Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees for professional services rendered for El Paso by
PricewaterhouseCoopers LLP for the years ended December 31, 2003 and 2002, were:

217

The Audit fees for the years ended December 31, 2003 and 2002,
respectively, were for professional services rendered for the audits of the
consolidated financial statements of El Paso, statutory subsidiary and equity
investee audits, the review of documents filed with the Securities and Exchange
Commission, consents, and the issuance of comfort letters.

The Audit Related fees for the years ended December 31, 2003 were for
professional services rendered for the carve-out audits of businesses disposed
of by El Paso, Sarbanes-Oxley Act of 2002 Section 404 readiness assessment,
responding to inquiries of certain federal agencies related to audit work
performed, working capital review of certain discontinued operations, accounting
consultations, and other attest services. Fees for the year ended December 31,
2002 were for services rendered for internal audit services, due diligence
related to acquisitions, accounting consultations pertaining to divestitures,
and other attest services.

Tax fees for the years ended December 31, 2003 and 2002, respectively, were
for professional services related to tax compliance and tax planning.

All Other fees for the year ended December 31, 2003 were for professional
services rendered for other advisory services. Fees for the year ended December
31, 2002 were for services rendered for risk management and environmental
advisory services.

Policy for Approval of Audit and Non-Audit Fees. During 2003, the Audit
Committee approved all the types of audit and non-audit services which
PricewaterhouseCoopers LLP was to perform during the year and the range of fees
for each of these categories, as required under applicable law. The Audit
Committee's current practice is to consider for pre-approval annually all
categories of audit and non-audit services proposed to be provided by our
independent auditors for the fiscal year. The Audit Committee will also consider
for pre-approval annually the range of fees and the manner in which the fees are
determined for each type of pre-approved audit and non-audit services proposed
to be provided by our independent auditors for the fiscal year. The Audit
Committee must separately pre-approve any service that is not included in the
approved list of services or any proposed services exceeding pre-approved cost
levels. The Audit Committee has delegated pre-approval authority to the Chairman
of the Audit Committee for services that need to be addressed between Audit
Committee meetings. The Audit Committee is then informed of these pre-approval
decisions, if any, at the next meeting of the Audit Committee. In selecting
PricewaterhouseCoopers LLP as our independent auditor, the Audit Committee
believes the provision of the audit and non-audit services rendered by
PricewaterhouseCoopers LLP is compatible with maintaining that firm's
independence.

The Audit Committee has considered whether the provision of non-audit
services by PricewaterhouseCoopers LLP is compatible with maintaining auditor
independence and has determined that auditor independence has not been
compromised.

218

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) THE FOLLOWING DOCUMENTS ARE FILED AS A PART OF THIS REPORT:

1. Financial statements.

The following consolidated financial statements are included in Part II,
Item 8 of this report:

(B) REPORTS ON FORM 8-K:

219

220

We also furnished information to the SEC in Item 9 (now Item 7.01) and Item
12 (now Item 2.02) Current Reports on Form 8-K. These Current Reports on Form
8-K are not considered to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 and are not subject to the liabilities of that
section.

221

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT AUDITORS
DECEMBER 31, 2003

222

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

See accompanying notes.
223

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

See accompanying notes.
224

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

See accompanying notes.
225

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

226

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(IN THOUSANDS)

See accompanying notes.

227

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(IN THOUSANDS)

- ---------------
(1) In October 2003, we redeemed all of our remaining outstanding Series B
preference units for $156 million.
(2) We issued 10,937,500 of our Series C units to El Paso Corporation for a
value of $350 million in connection with our acquisition of the San Juan
assets. A discussion of this new class of units is included in Note 8.
(3) GulfTerra Energy Company, L.L.C. is our sole general partner and is owned 50
percent by a subsidiary of El Paso Corporation and 50 percent by a
subsidiary of Enterprise Products Partners, L.P.
(4) Income allocation to our general partner includes both its incentive
distributions and its one percent ownership interest.

See accompanying notes.
228

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
AND CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)

COMPREHENSIVE INCOME

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

See accompanying notes.
229

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

We are a publicly held Delaware master limited partnership established in
1993 for the purpose of providing midstream energy services, including
gathering, transportation, fractionation, storage and other related activities
for producers of natural gas and oil, onshore and offshore in the Gulf of
Mexico. As of December 31, 2003, we had 58,404,649 common units outstanding
representing limited partner interests and 10,937,500 Series C units outstanding
representing non-voting limited partner interests. On that date, the public
owned 48,020,404 common units, or 82.2 percent of our outstanding common units,
and El Paso Corporation, through its subsidiaries, owned 10,384,245 common
units, or 17.8 percent of our outstanding common units, all of our Series C
units and 50 percent of our general partner, which owns our one percent general
partner interest.

In May 2003, we changed our name to GulfTerra Energy Partners, L.P. from El
Paso Energy Partners, L.P. and reorganized our general partner. In connection
with our name change, we also changed the names of several subsidiaries in May
2003, including the following, as listed in the table below.

Our sole general partner is GulfTerra Energy Company, L.L.C., a
recently-formed Delaware limited liability company that is owned 50 percent by a
subsidiary of El Paso Corporation and 50 percent by a subsidiary of Enterprise,
a publicly traded master limited partnership. El Paso Corporation (through its
subsidiaries) owned 100 percent of our general partner until October 2003, when
Goldman Sachs acquired a 9.9 percent interest in our general partner. In
December 2003, El Paso Corporation reacquired Goldman Sachs' interest in our
general partner and then sold a 50 percent interest in our general partner to a
subsidiary of Enterprise.

On December 15, 2003, we, along with Enterprise and El Paso Corporation,
announced that we had executed definitive agreements to merge Enterprise and
GulfTerra to form one of the largest publicly traded MLPs with Enterprise being
the continuing entity. The general partner of the combined partnership will be
jointly owned by affiliates of El Paso Corporation and privately-held Enterprise
Products Company, with each owning a 50-percent interest.

The combined partnership, which will retain the name Enterprise Products
Partners L.P., will serve the largest producing basins of natural gas, crude oil
and NGLs in the U.S., including the Gulf of Mexico, Rocky Mountains, San Juan
Basin, Permian Basin, South Texas, East Texas, Mid-Continent and Louisiana Gulf
Coast basins and, through connections with third-party pipelines, Canada's
western sedimentary basin. The partnership will also serve the largest consuming
regions for natural gas, crude oil and NGLs on the U.S. Gulf Coast.

Basis of Presentation and Principles of Consolidation

Our consolidated financial statements include the accounts of all
majority-owned, controlled subsidiaries after the elimination of all significant
intercompany accounts and transactions. We account for investments in companies
where we have the ability to exert significant influence over, but not control
over operating and financial policies, using the equity method of accounting.
Prior to May 2001, our general partner's approximate one percent non-managing
interest in twelve of our subsidiaries represented the minority interest

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in our consolidated financial statements. In May 2001, we purchased our general
partner's one percent non-managing ownership interest in twelve of our
subsidiaries for $8 million. As a result of this acquisition, all of our
subsidiaries, but not our equity investees, are wholly-owned by us.

During part of 2003 and 2002, third parties had minority ownership
interests in Matagorda Island Area Gathering System (MIAGS) and Arizona Gas,
L.L.C. The assets, liabilities and operations of these entities are included in
our consolidated financial statements and we account for the third party
ownership interest as minority interest in our consolidated balance sheets and
as minority interest income (expense) in our consolidated statements of income.
In October 2003, we purchased the remaining 17 percent interest in MIAGS. As a
result, we no longer recognize the third party ownership interest in MIAGS as
minority interests in our consolidated balance sheets or consolidated statements
of income.

Our consolidated financial statements for prior periods include
reclassifications that were made to conform to the current year presentation.
Those reclassifications have no impact on reported net income or partners'
capital. We have reflected the results of operations from our Prince assets
disposition as discontinued operations for the years ended December 31, 2002 and
2001. See Note 2 for a further discussion of our Prince assets disposition.

Use of Estimates

The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and disclosure of contingent assets and liabilities that
exist at the date of our financial statements. While we believe our estimates
are appropriate, actual results can, and often do, differ from those estimates.

Accounting for Regulated Operations

Our HIOS interstate natural gas system and our Petal storage facility are
subject to the jurisdiction of FERC in accordance with the Natural Gas Act of
1938 and the Natural Gas Policy Act of 1978. Each system operates under separate
FERC approved tariffs that establish rates, terms and conditions under which
each system provides services to its customers. Our businesses that are subject
to the regulations and accounting requirements of FERC have followed the
accounting requirements of Statement of Financial Accounting Standards (SFAS)
No. 71, Accounting for the Effects of Certain Types of Regulation, which may
differ from the accounting requirements of our non-regulated entities.
Transactions that have been recorded differently as a result of regulatory
accounting requirements include the capitalization of an equity return component
on regulated capital projects.

Under the provisions of SFAS No. 143, Accounting for Asset Retirement
Obligations, which we adopted on January 1, 2003, the cost associated with the
retirement of long-lived assets for regulated entities accounted for under SFAS
No. 71 should be classified as a regulatory liability instead of as a component
of property, plant and equipment. As a result, we reclassified $13.6 million
from property, plant and equipment to a regulatory liability and at December 31,
2003, this balance is included in other noncurrent liabilities in our
consolidated balance sheet. Prior to January 2003, this item was reflected in
accumulated depreciation, depletion and amortization and the balance for this
item at December 31, 2002, was $12.9 million.

When the accounting method followed is required by or allowed by the
regulatory authority for rate-making purposes, the method conforms to the
generally accepted accounting principle (GAAP) of matching costs with the
revenues to which they apply.

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Cash and Cash Equivalents

We consider short-term investments with little risk of change in value
because of changes in interest rates and purchased with an original maturity of
less than three months to be cash equivalents.

Allowance for Doubtful Accounts

We have established an allowance for losses on accounts that we believe are
uncollectible. We review collectibility regularly and adjust the allowance as
necessary, primarily under the specific identification method. At December 31,
2003 and 2002, the allowance was $4.0 million and $2.5 million.

Natural Gas Imbalances

Natural gas imbalances result from differences in gas volumes received from
and delivered to our customers and arise when a customer delivers more or less
gas into our pipelines than they take out. These imbalances are settled in kind
through a tracking mechanism, negotiated cash-outs between parties, or are
subject to a cash-out procedure and are valued at prices representing the
estimated value of these imbalances upon settlement. We estimate the value of
our imbalances at prices representing the estimated value of the imbalances upon
settlement. Changes in natural gas prices may impact our valuation. We do not
value our imbalances based on current month-end spot prices because it is not
likely that we would purchase or receive natural gas at that point in time to
settle the imbalance. Natural gas imbalances are reflected in accounts
receivable or accounts payable, as appropriate, in our accompanying consolidated
balance sheets. Our imbalance receivables and imbalance payables were as follows
at December 31 (in thousands):

Property, Plant and Equipment

We record our property, plant and equipment at its original cost of
construction or, upon acquisition, the fair value of the asset acquired.
Additionally, we capitalize direct costs, such as labor and materials, and
indirect costs, such as overhead, interest and, in our regulated businesses that
apply the provisions of SFAS No. 71, an equity return component. We also
capitalize the major units of property replacements or improvements and expense
minor items including repair and maintenance costs. In addition, we reduce our
property, plant and equipment balance for any amounts that we receive in the
form of contributions in aid of construction.

For our regulated interstate system and storage facility we use the
composite (group) method to depreciate regulated property, plant and equipment.
Under this method, assets with similar lives and other characteristics are
grouped and depreciated as one asset. We apply the depreciation rate approved in
our tariff to the total cost of the group until its net book value equals its
estimated salvage value. Currently, depreciation rates on our regulated
interstate system and storage facility vary from 1 to 20 percent. Using these
rates, the remaining depreciable lives of these assets range from 1 to 39 years.

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Our non-regulated gathering pipelines, platforms and related facilities,
processing facilities and equipment, and storage facilities and equipment are
depreciated on a straight-line basis over the estimated useful lives which are
as follows:

We account for our oil and natural gas exploration and production
activities using the successful efforts method of accounting. Under this method,
costs of successful exploratory wells, developmental wells and acquisitions of
mineral leasehold interests are capitalized. Production, exploratory dry hole
and other exploration costs, including geological and geophysical costs and
delay rentals, are expensed as incurred. Unproved properties are assessed
periodically and any impairment in value is recognized currently as
depreciation, depletion and amortization expense.

Depreciation, depletion and amortization of the capitalized costs of
producing oil and natural gas properties, consisting principally of tangible and
intangible costs incurred in developing a property and costs of productive
leasehold interests, are computed on the unit-of-production method.
Unit-of-production rates are based on annual estimates of remaining proved
developed reserves or proved reserves, as appropriate, for each property.

Estimated dismantlement, restoration and abandonment costs and estimated
residual salvage values are taken into account in determining depreciation
provisions for gathering pipelines, platforms, related facilities and oil and
natural gas properties. At December 31, 2002, accrued abandonment costs were
$24.6 million, of which $6.4 million was related to offshore wells. As discussed
below, we adopted SFAS No. 143 Accounting for Asset Retirement Obligations on
January 1, 2003 and the amounts accrued and capitalized were adjusted to conform
to the provisions of that statement.

Retirements, sales and disposals of assets are recorded by eliminating the
related costs and accumulated depreciation, depletion and amortization of the
disposed assets with any resulting gain or loss reflected in income.

Accounting for Asset Retirement Obligations

On January 1, 2003, we adopted SFAS No. 143. The provisions of this
statement relate primarily to our obligations to plug abandoned offshore wells
that constitute part of our non-segment assets.

Upon our adoption of SFAS No. 143, we recorded (i) a $7.4 million net
increase to property, plant, and equipment, relating to offshore wells,
representing non-current retirement assets, (ii) a $5.7 million increase to
noncurrent liabilities representing retirement obligations, and (iii) a $1.7
million increase to income as a cumulative effect of accounting change. Each
retirement asset is depreciated over the remaining useful life of the long-term
asset with which the retirement liability is associated. An ongoing expense is
recognized for the interest component of the liability due to the changes in the
value of the retirement liability as a result of the passage of time, which we
reflect as a component of depreciation expense in our income statement.

Other than our obligations to plug and abandon wells, we cannot estimate
the costs to retire or remove assets used in our business because we believe the
assets do not have definite lives or we do not have the legal obligation to
abandon or dismantle the assets. We believe that the lives of our assets or the
underlying reserves associated with our assets cannot be estimated. Therefore,
aside from the liability associated with the plugging and abandonment of
offshore wells, we have not recorded liabilities relating to any of our other
assets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The pro forma income from continuing operations and amounts per common unit
for the years ended December 31, 2002 and 2001, assuming the provisions of SFAS
No. 143 were adopted prior to the earliest period presented, are shown below:

The pro forma amount of our asset retirement obligations at December 31,
2002 and 2001, assuming asset retirement obligations as provided for in SFAS No.
143 were recorded prior to the earliest period presented was $5.7 million and
$5.3 million. Our asset retirement obligation for December 31, 2003, is shown
below.

- ---------------

(1) Abandonment work performed during the year ended December 31, 2003.

Goodwill and Other Intangible Assets

We adopted the provisions of SFAS No. 142 Goodwill and Other Intangible
Assets on January 1, 2002, except for goodwill and intangible assets we acquired
after June 30, 2001 for which we adopted the provisions immediately.
Accordingly, we record identifiable intangible assets we acquire individually or
with a group of other assets at fair value upon acquisition. Identifiable
intangible assets with finite useful lives are amortized to expense over the
estimated useful life of the asset. Identifiable intangible assets with
indefinite useful lives and goodwill are evaluated annually for impairment by
comparison of their carrying amounts with the fair value of the individual
assets. We recognize an impairment loss in income for the amount by which the
carrying value of any identifiable intangible asset or goodwill exceeds the fair
value of the specific assets. As of December 31, 2003 and 2002, we had no
goodwill, other than as described below.

As of December 31, 2003 and 2002, the carrying amount of our equity
investment in Poseidon exceeded the underlying equity in net assets by
approximately $3.0 million. With our adoption of SFAS No. 142 on January 1,
2002, we no longer amortize this excess amount and will test it for impairment
if an event occurs that indicates there may be a loss in value, or at least
annually. Prior to January 1, 2002, we amortized this excess amount using the
straight line method over approximately 30 years. This excess amount is
reflected on our accompanying consolidated balance sheets in investments in
unconsolidated affiliates. Our adoption of this statement did not have a
material impact on our financial position or results of operations.

As part of our acquisition of the EPN Holding assets and the San Juan
assets, we obtained intangible assets representing contractual rights under
dedication and transportation agreements with producers. As of December 31, 2003
and 2002, the value of these intangible assets was approximately $3.4 million
and

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$4.0 million and is reflected on our accompanying consolidated balance sheets as
intangible assets. We amortize the intangible assets acquired in the EPN Holding
asset acquisition to expense using the units-of-production method over the
expected lives of the reserves ranging from 26 to 45 years. We amortize the
intangible assets acquired in the San Juan asset acquisition over the life of
the contracts of approximately 4 years.

Impairment and Disposal of Long-Lived Assets

We apply the provisions of SFAS No. 144 Accounting for the Impairment or
Disposal of Long-Lived Assets to account for impairment and disposal of
long-lived assets. Accordingly, we evaluate the recoverability of long-lived
assets when adverse events or changes in circumstances indicate that the
carrying value of an asset or group of assets may not be recoverable. We
determine the recoverability of an asset or group of assets by estimating the
undiscounted cash flows expected to result from the use and eventual disposition
of the asset or group of assets at the lowest level for which separate cash
flows can be measured. If the total of the undiscounted cash flows is less that
the carrying amount for the assets, we estimate the fair value of the asset or
group of assets and recognize the amount by which the carrying value exceeds the
fair value, less cost to sell, as an impairment loss in income from operations
in the period the impairment is determined.

Additionally, as required by SFAS No. 144, we classify long-lived assets to
be disposed of other than by sale (e.g., abandonment, exchange or distribution)
as held and used until the item is abandoned, exchanged or distributed. We
evaluate assets to be disposed of other than by sale for impairment and
recognize a loss for the excess of the carrying value over the fair value.
Long-lived assets to be disposed of through sale recognition meeting specific
criteria are classified as "Held for Sale" and measured at the lower of their
cost or fair value less cost to sell. We report the results of operations of a
component classified as held for sale, including any gain or loss in the
period(s) in which they occur. Upon our adoption of SFAS No. 144, we
reclassified our losses on the sale of long-lived assets of $0.4 million and
$11.4 million for the years ended December 31, 2002 and 2001, into operating
income to conform with the provisions of SFAS No. 144.

We also reclassify the asset or assets as either held for sale or as
discontinued operations, depending on whether they have independently
determinable cash flow and whether we have any continuing involvement.

Capitalization of Interest

Interest and other financing costs are capitalized in connection with
construction and drilling activities as part of the cost of the asset and
amortized over the related asset's estimated useful life.

Debt Issue Costs

Debt issue costs are capitalized and amortized over the life of the related
indebtedness using the effective interest method. Any unamortized debt issue
costs are expensed at the time the related indebtedness is repaid or terminated.
At December 31, 2003 and 2002, the unamortized amount of our debt issue costs
included in other noncurrent assets was $29.2 million and $32.6 million.
Amortization of debt issue costs for the years ended December 31, 2003, 2002 and
2001 were $7.5 million, $4.4 million and $3.6 million and are included in
interest and debt expense on our consolidated statements of income.

Revenue Recognition and Cost of Natural Gas and Other Products

Revenue from gathering and transportation of hydrocarbons is recognized
upon receipt of the hydrocarbons into the pipeline systems. Revenue from
commodity sales is recognized upon delivery. Commodity storage revenues and
platform access revenues consist primarily of fixed fees for capacity
reservation and some of the transportation contracts on our Viosca Knoll system
and our Indian Basin lateral also contain a fixed fee to reserve transportation
capacity. These fixed fees are recognized during the month in

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which the capacity is reserved by the customer, regardless of how much capacity
is actually used. Revenue from processing services, treating services and
fractionation services is recognized in the period the services are provided.
Interruptible revenues from natural gas storage, which are generated by
providing excess storage capacity, are variable in nature and are recognized
when the service is provided. Other revenues generally are recorded when
services have been provided or products have been delivered.

Prior to 2002, our cost of natural gas consisted primarily of natural gas
purchased at GulfTerra Alabama Intrastate for resale. As a result of our
acquisition of the EPN Holding assets and the San Juan assets, we are now
incurring additional costs related to system imbalances and for the purchase of
natural gas as part of our producer services activities. As a convenience for
our producers, we may purchase natural gas from them at the wellhead at an index
price less an amount that compensates us for our gathering services. We then
sell this gas into the open market at points on our system at the same index
price. We reflect these sales in our revenues and the related purchases as cost
of natural gas on the accompanying consolidated statements of income.

Typhoon Oil Pipeline's transportation agreement with BHP and Chevron Texaco
provides that Typhoon Oil purchase the oil produced at the inlet of its pipeline
for an index price less an amount that compensates Typhoon Oil for
transportation services. At the outlet of its pipeline, Typhoon Oil resells this
oil back to these producers at the same index price. Beginning in 2003, we
record revenue from these buy/sell transactions upon delivery of the oil based
on the net amount billed to the producers. We acquired the Typhoon oil pipeline
in November 2002, and for the year ended December 31, 2002, we recorded revenue
based on the gross amount billed to the producers. For the year ended December
31, 2002, we reclassified $10.5 million from cost of natural gas and other
products to revenue to conform to our 2003 presentation. This reclassification
has no effect on operating income, net income or partners' capital.

As of July 1, 2003, HIOS implemented new rates, subject to a refund, and we
established a reserve for our estimate of the refund obligation. We will
continue to review our expected refund obligation as the rate case moves through
the hearing process and may increase or decrease the amounts reserved for refund
obligation as our expectation changes.

Environmental Costs

We expense or capitalize expenditures for ongoing compliance with
environmental regulations that relate to past or current operations as
appropriate. We expense amounts for clean up of existing environmental
contamination caused by past operations which do not benefit future periods. We
record liabilities when our environmental assessments indicate that remediation
efforts are probable, and the costs can be reasonably estimated. Estimates of
our liabilities are based on currently available facts, existing technology and
presently enacted laws and regulations taking into consideration the likely
effects of inflation and other societal and economic factors, and include
estimates of associated legal costs. These amounts also consider prior
experience in remediating contaminated sites, other companies' clean-up
experience and data released by the Environmental Protection Agency (EPA) or
other organizations. These estimates are subject to revision in future periods
based on actual costs or new circumstances and are included in our consolidated
balance sheets in other noncurrent liabilities at their undiscounted amounts.

Accounting for Price Risk Management Activities

Our business activities expose us to a variety of risks, including
commodity price risk and interest rate risk. From time to time we engage in
price risk management activities for non-trading purposes to manage market risks
associated with commodities we purchase and sell and interest rates on variable
rate debt. Our price risk management activities involve the use of a variety of
derivative financial instruments, including:

- exchange-traded future contracts that involve cash settlement;

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- forward contracts that involve cash settlements or physical delivery of a
commodity; and

- swap contracts that require payments to (or receipts from) counterparties
based on the difference between a fixed and a variable price, or two
variable prices, for a commodity or variable rate debt instrument.

We account for all of our derivative instruments in our consolidated
financial statements under SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. We record all derivatives in our consolidated balance
sheets at their fair value as other assets or other liabilities and classify
them as current or noncurrent based upon their anticipated settlement date.

For those instruments entered into to hedge risk and which qualify as
hedges, we apply the provisions of SFAS No. 133, and the accounting treatment
depends on each instrument's intended use and how it is designated. In addition
to its designation, a hedge must be effective. To be effective, changes in the
value of the derivative or its resulting cash flows must substantially offset
changes in the value or cash flows of the item being hedged.

We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objectives and strategies for
undertaking various hedge transactions. All hedging instruments are linked to
the hedged asset, liability, firm commitment or forecasted transaction. We also
assess, both at the inception of the hedge and on an on-going basis, whether the
derivatives that are used in our hedging transactions are highly effective in
offsetting changes in cash flows or fair values of the hedged items. We
discontinue hedge accounting prospectively if we determine that a derivative is
not highly effective as a hedge or if we decide to discontinue the hedging
relationship.

During 2003, 2002 and 2001, we entered into cash flow hedges that qualify
for hedge accounting under SFAS No. 133 treatment. Changes in the fair value of
a derivative designated as a cash flow hedge are recorded in accumulated other
comprehensive income for the portion of the change in value of the derivative
that is effective. The ineffective portion of the derivative is recorded in
earnings in the current period. Classification in the income statement of the
ineffective portion is based on the income classification of the item being
hedged. At the date of the hedged transaction, we reclassify the gains or losses
resulting from the sale, maturity, extinguishment or termination of derivative
instruments designated as hedges from accumulated other comprehensive income to
operating income or interest expense, as appropriate, in our consolidated
statements of income. We classify cash inflows and outflows associated with the
settlement of our derivative transactions as cash flows from operating
activities in our consolidated statements of cash flows.

We also record our ownership percentage of the changes in the fair value of
derivatives of our investments in unconsolidated affiliates in accumulated other
comprehensive income.

We may also purchase and sell instruments to economically hedge price
fluctuations in the commodity markets. These instruments are not documented as
hedges due to their short-term nature, or do not qualify under the provisions of
SFAS No. 133 for hedge accounting due to the terms in the instruments. Where
such derivatives do not qualify, or are not documented, changes in their fair
value are recorded in earnings in the current period.

In August 2002, we entered into a derivative financial instrument to hedge
our exposure during 2003 to changes in natural gas prices in the San Juan Basin
in anticipation of our acquisition of the San Juan assets. From August 2002
through our acquisition date, November 27, 2002, we accounted for this
derivative through current earnings since it did not qualify for hedge
accounting under SFAS No. 133. Beginning with the acquisition date in November
2002, we have designated this derivative as a cash flow hedge and are accounting
for it as such under SFAS No. 133.

During the normal course of our business, we may enter into contracts that
qualify as derivatives under the provisions of SFAS No. 133. As a result, we
evaluate our contracts to determine whether derivative
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

accounting is appropriate. Contracts that meet the criteria of a derivative and
qualify as "normal purchases" and "normal sales", as those terms are defined in
SFAS No. 133, may be excluded from SFAS No. 133 treatment.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. This statement amends SFAS No.
133 to incorporate several interpretations of the Derivatives Implementation
Group (DIG), and also makes several minor modifications to the definition of a
derivative as it was defined in SFAS No. 133. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003. There was no initial
financial statement impact of adopting this standard, although the FASB and DIG
continue to deliberate on the application of the standard to certain derivative
contracts, which may impact our financial statements in the future.

Income Taxes

As of December 31, 2003, neither we nor any of our subsidiaries are taxable
entities. However, the taxable income or loss resulting from our operations will
ultimately be included in the federal and state income tax returns of the
general and limited partners. Individual partners will have different investment
bases depending upon the timing and price of their acquisition of partnership
units. Further, each partner's tax accounting, which is partially dependent upon
his tax position, may differ from the accounting followed in the consolidated
financial statements. Accordingly, there could be significant differences
between each individual partner's tax basis and his share of the net assets
reported in the consolidated financial statements. We do not have access to
information about each individual partner's tax attributes and the aggregate tax
bases cannot be readily determined.

Income (Loss) per Common Unit

Basic income (loss) per common unit excludes dilution and is computed by
dividing net income (loss) attributable to the common unitholders by the
weighted average number of common units outstanding during the period. Diluted
income (loss) per common unit reflects potential dilution and is computed by
dividing net income (loss) attributable to the common unitholders by the
weighted average number of common units outstanding during the period increased
by the number of additional common units that would have been outstanding if the
potentially dilutive units had been issued.

Basic income (loss) per common unit and diluted income (loss) per common
unit are the same for the years ended December 31, 2002 and 2001, as the number
of potentially dilutive units were so small as not to cause the diluted earnings
per unit to be different from the basic earnings per unit.

Comprehensive Income

Our comprehensive income is determined based on net income (loss), adjusted
for changes in accumulated other comprehensive income (loss) from our cash flow
hedging activities associated with our GulfTerra Alabama Intrastate operations,
our Indian Basin processing plant, the San Juan assets and our unconsolidated
affiliate, Poseidon Oil Pipeline Company, L.L.C.

The following table presents our allocation of accumulated other
comprehensive loss as of December 31:

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Accounting for Stock-Based Compensation

We use the intrinsic value method established in Accounting Principles
Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, to value
unit options issued to individuals who are on our general partner's current
board of directors and for those grants made prior to El Paso Corporation's
acquisition of our general partner in August 1998 under our Omnibus Plan and
Director Plan. For the years ending December 31, 2003, 2002 and 2001, the cost
of this stock-based compensation had no impact on our net income, as all options
granted had an exercise price equal to the market value of the underlying common
stock on the date of grant. We use the provisions of SFAS No. 123, Accounting
for Stock-Based Compensation, to account for all of our other stock-based
compensation programs.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation Transition and Disclosure. This statement amends SFAS No. 123, to
provide alternative methods of transition for a voluntary change to the fair
value method of accounting for stock-based employee compensation. In addition,
this statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
methods of accounting for stock-based employee compensation and the effect of
the method used on reported results. This statement is effective for fiscal
years ending after December 15, 2002. We have decided that we will continue to
use APB No. 25 to value our stock-based compensation issued to individuals who
are on our general partner's current board of directors and for those grants
made prior to El Paso Corporation's acquisition of our general partner in August
1998 and will include data providing the pro forma income effect of using the
fair value method as required by SFAS No. 148. We will continue to use the
provisions of SFAS No. 123 to account for all of our other stock-based
compensation programs.

If compensation expense related to these plans had been determined by
applying the fair value method in SFAS No. 123 our net income allocated to
common unitholders and net income per common unit would have approximated the
pro forma amounts below:

The effects of applying SFAS No. 123 in this pro forma disclosure may not
be indicative of future amounts.

Accounting for Debt Extinguishments

In January 2003, we adopted SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
Accordingly, we now evaluate the nature
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of any debt extinguishments to determine whether to report any gain or loss
resulting from the early extinguishment of debt as an extraordinary item or as a
component of income from continuing operations.

Accounting for Costs Associated with Exit or Disposal Activities

In January 2003, we adopted SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This statement impacts any exit or disposal
activities that we initiate after January 1, 2003 and we now recognize costs
associated with exit or disposal activities when they are incurred rather than
when we commit to an exit or disposal plan. Our adoption of this pronouncement
did not have an effect on our financial position or results of operations.

Accounting for Guarantees

In accordance with the provisions of Financial Accounting Standards Board
(FASB) Interpretation (FIN) No. 45, Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others, we record a liability at fair value, or otherwise disclose, certain
guarantees issued after December 31, 2002, that contractually require us to make
payments to a guaranteed party based on the occurrence of certain events. We
have not entered into any material guarantees that would require recognition
under FIN No. 45.

Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This statement
provides guidance on the classification of financial instruments, as equity, as
liabilities, or as both liabilities and equity. The provisions of SFAS No. 150
are effective for all financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning July 1, 2003. We adopted the provisions of SFAS No. 150 on July
1, 2003, and our adoption had no material impact on our financial statements.

New Accounting Pronouncements Issued But Not Yet Adopted

Consolidation of Variable Interest Entities

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51. This interpretation defines
a variable interest entity (VIE) as a legal entity whose equity owners do not
have sufficient equity at risk and/or a controlling financial interest in the
entity. This standard requires a company to consolidate a VIE if it is allocated
a majority of the entity's losses and/or returns, including fees paid by the
entity. In December 2003, the FASB issued FIN 46-R, which amended FIN No. 46, to
extend its effective date until the first quarter of 2004 for all types of
entities except special purpose entities (SPE's). In addition, FIN No. 46-R also
limited the scope of FIN No. 46 to exclude certain joint ventures of other
entities that meet the characteristics of businesses.

We have no SPE's as defined by FIN Nos. 46 and 46-R. We have evaluated our
joint ventures, unconsolidated subsidiaries and other contractual arrangements
that could be considered variable interests or variable interest entities that
were created before February 1, 2003 and have determined that they will not have
a significant effect on our reported results and financial position when we
adopt the provisions of FIN No. 46-R in the first quarter of 2004.

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2. ACQUISITIONS AND DISPOSITIONS

Merger with Enterprise

On December 15, 2003, we, along with Enterprise and El Paso Corporation,
announced that we had executed definitive agreements to merge Enterprise and
GulfTerra to form one of the largest publicly traded MLPs. The general partner
of the combined partnership will be jointly owned by affiliates of El Paso
Corporation and privately-held Enterprise Products Company, with each owning a
50-percent interest. The definitive agreements include three transactions, of
which two affect us.

In the first transaction that effects us, which occurred with the signing
of the merger agreement, a wholly owned subsidiary of Enterprise purchased a 50
percent limited-voting interest in our general partner. This interest entitles
Enterprise to half of the cash distributed to our general partner, but does not
allow Enterprise to elect any of our general partner's directors or otherwise
generally participate in our general partner's management of our business.

The second transaction that affects us will occur at the merger date. At
the closing of the merger, each outstanding GulfTerra common unit (other than
those owned by Enterprise) will convert into 1.81 Enterprise common units,
GulfTerra will become a wholly-owned subsidiary of Enterprise, and El Paso
Corporation will acquire a 50 percent interest in Enterprise's general partner
(including the right to elect half of the directors of Enterprise's general
partner). The closing of the merger is subject to the satisfaction of specified
conditions, including obtaining clearance under the Hart-Scott-Rodino Antitrust
Improvement Acts, and the approval of our unitholders and Enterprise's
unitholders. Completion of the merger is expected to occur during the second
half of 2004.

Our merger agreement with Enterprise limits our ability to raise additional
capital prior to the closing of the merger without Enterprise's approval. In
addition, because the closing of the merger will be a change of control, and
thus a default, under our credit facility, we will either repay or amend that
facility prior to the closing. In addition, because the merger closing will
constitute a change of control under our indentures, we will be required to
offer to repurchase our outstanding senior subordinated notes (and possibly our
senior notes) at 101 percent of their principal amount after the closing. In
coordination with Enterprise, we are evaluating alternative financing plans in
preparation for the close of the merger. We and Enterprise can agree on the date
of the merger closing after the receipt of all necessary approvals. We do not
intend to close until appropriate financing is in place.

If the merger agreement is terminated and (1) a business transaction
between us and a third party that conflicts with the merger was proposed and
certain other conditions were met or (2) we materially and willfully violated
our agreement not to solicit transactions that conflict with the merger, then we
will be required to pay Enterprise a termination fee of $112 million. If the
merger agreement is terminated because our unitholders did not approve the
merger and either (1) a possible business transaction involving us but not
involving Enterprise and conflicting with the merger was publicly proposed and
our board of directors publicly and timely reaffirmed its recommendations of the
Enterprise merger or (2) no such possible business transaction was publicly
announced, then we will be required to pay Enterprise a termination fee of $15
million. Enterprise is subject to similar termination fee requirements.

Exchange with El Paso Corporation

In connection with our November 2002 San Juan assets acquisition, El Paso
Corporation retained the obligation to repurchase the Chaco plant from us for
$77 million in October 2021. In October 2003, we released El Paso Corporation
from that obligation in exchange for El Paso Corporation contributing specified
communication assets and other rights to us. The communication assets we
received are used in the operation of our pipeline systems. Prior to the October
2003 exchange, we had access to these assets under our general

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and administrative services agreement with El Paso Corporation. We recorded the
communication assets at El Paso Corporation's book value of $23.3 million with
the offset to partners' capital.

As a result of the October 2003 exchange, we revised our estimate for the
depreciable life of the Chaco plant from 19 to 30 years, the estimated remaining
useful life of the Chaco plant. Depreciation expense will decrease approximately
$0.5 million and $2.3 million on a quarter and annual basis.

Cameron Highway Oil Pipeline Company

Refer to Note 3 for a discussion related to our sale of a 50 percent
interest in Cameron Highway Oil Pipeline.

San Juan Assets

In November 2002, we acquired from subsidiaries of El Paso Corporation,
interests in assets we collectively refer to as the San Juan assets, which
consist of the following:

- 100 percent of El Paso Field Services' San Juan Gathering and Processing
Businesses, which include a natural gas gathering system and related
compression facilities, the Rattlesnake Treating Plant, a 50-percent
equity interest in Coyote Gas Treating, L.L.C. which owns the Coyote
natural gas treating facility, and the remaining interests in the Chaco
cryogenic natural gas processing plant we did not already own, all of
which are located in the San Juan Basin of northwest New Mexico and
southwestern Colorado;

- 100 percent of the Typhoon Oil Pipeline assets located in the Deepwater
Trend area of the Gulf of Mexico. Typhoon Oil was placed in service in
July 2001 and provides transportation of oil produced from the Typhoon
field for delivery to a platform in Green Canyon Block 19 with onshore
access through various oil pipelines;

- 100 percent of the Typhoon Gas Pipeline, which was placed in service in
August 2001. Typhoon Gas is also located in the Deepwater Trend area of
the Gulf of Mexico. The pipeline gathers natural gas from the Typhoon
field for redelivery into El Paso Corporation's ANR Patterson System; and

- 100 percent of the Coastal Liquids Partners' NGL Business, consisting of
an integrated set of NGL assets that stretch from the Mexico border near
McAllen, Texas, to Houston, Texas. This business includes a fractionation
facility near Houston, Texas; a truck-loading terminal near McAllen,
Texas, and leased underground NGL storage facilities.

We purchased the San Juan assets for $782 million, $764 million after
adjustments for capital expenditures and actual working capital acquired. During
2003, the total purchase price and net assets acquired decreased $2.4 million
due to post-closing purchase price adjustments related to natural gas
imbalances, NGL in-kind reserves and well loss reserves. We financed the
purchase of these assets with net proceeds from an offering of $200 million of
10 5/8% Senior Subordinated Notes due 2012; borrowings of $237.5 million under
our senior secured acquisition term loan; our issuance, to El Paso Corporation,
of 10,937,500 of our Series C units valued at $32 per unit or $350 million; and
currently available funds. We acquired the San Juan assets because they are
strategically located in active supply development areas and are supported by
long-term contracts that provide us with growing and reliable cash flows
consistent with our stated growth strategy.

In connection with this acquisition, we entered into an agreement with El
Paso Corporation under which El Paso Corporation would have been required,
subject to specified conditions, to repurchase the Chaco plant from us for $77
million in October 2021, at which time we would have had the right to lease the
plant from them for a period of 10 years with the option to renew the lease
annually thereafter. In October 2003, we

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

released El Paso Corporation from that repurchase obligation in exchange for El
Paso Corporation contributing communication assets to us.

As a result of our acquisition of the San Juan assets, our financial
results from the operation of the Chaco plant are significantly different from
our results prior to the purchase in the following ways:

- We no longer receive fixed fee revenue of $0.134/Dth for natural gas
processed; rather, from a majority of our customers, we receive a
processing fee of an in-kind portion of the NGL produced from the natural
gas processed. We then sell these NGL and, accordingly, our processing
revenues are affected by changes in the price of NGL.

- We no longer receive revenue for leasing the Chaco plant to El Paso Field
Services.

- We no longer recognize amortization expense relating to our investment in
processing agreement, which we terminated upon completing the
acquisition. This decrease in amortization expense is offset by
additional depreciation expense associated with the acquired assets.

In accordance with our procedures for evaluating and valuing material
acquisitions with El Paso Corporation, our Audit and Conflicts Committee engaged
independent financial advisors. Separate financial advisors delivered fairness
opinions for the acquisition of the San Juan assets and the issuance of the
Series C units. Based on these opinions, our Audit and Conflicts Committee and
the full Board approved these transactions.

The following table summarizes our allocation of the fair values of the
assets acquired and liabilities assumed at November 27, 2002. Our allocation
among the assets acquired is based on the results of an independent third-party
appraisal.

The acquired intangible assets represent contractual rights we obtained
under dedication and transportation agreements with producers which we are
amortizing to expense over the life of the contracts of approximately 4 years.
We recorded adjustments to the purchase price of approximately $18 million
primarily for capital expenditures and actual working capital acquired.

Our consolidated financial statements include the results of operations of
the San Juan assets from the November 27, 2002 purchase date. We have included
the assets and operating results of the El Paso Field Services' San Juan
Gathering and Processing Businesses and the Typhoon Gas Pipeline in our natural
gas pipelines and plants segment and the assets and operating results of the
Typhoon Oil Pipeline and Coastal Liquids Partners' NGL Business in our oil and
NGL logistics segment from the purchase date. The following

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selected unaudited pro forma financial information presents our consolidated
operating results for the years ended December 31, 2002 and 2001 as if we
acquired the San Juan assets on January 1, 2001:

The unaudited pro forma financial information presented above is not
necessarily indicative of the results of operations we might have realized had
the transaction been completed at the beginning of the earliest period
presented, nor do they necessarily indicate our consolidated operating results
for any future period.

EPN Holding Assets

In April 2002, we acquired, through a series of related transactions, from
subsidiaries of El Paso Corporation the following midstream assets located in
Texas and New Mexico, which we collectively refer to, for purposes of these
financial statements, as the EPN Holding assets:

- The Waha natural gas gathering and treating system and the Carlsbad
natural gas gathering system which are generally located in the Permian
Basin region of Texas and New Mexico.

- A 50 percent undivided interest in the Channel Pipeline System, an
intrastate natural gas transmission system located along the Gulf Coast
of Texas.

- The TPC Offshore pipeline system, a collection of natural gas gathering
and transmission assets located offshore of Matagorda Bay, Texas,
including the Oyster Lake and MILSP Condensate Separation and
Stabilization facilities and other undivided interests in smaller
pipelines.

- GulfTerra Texas Pipeline, L.P. which owned, among other assets, (i) the
GulfTerra Texas intrastate pipeline system, (ii) the TGP natural gas
lateral pipelines, (iii) the leased natural gas storage facilities
located in Wharton County, Texas generally known as the Wilson Storage
facility, (iv) an 80 percent undivided interest in the East Texas 36 inch
pipeline, (v) a 50 percent undivided interest in the West Texas 30 inch
pipeline, (vi) a 50 percent undivided interest in the North Texas 36 inch
pipeline, (vii) the McMullen County natural gas gathering system, (viii)
the Hidalgo County natural gas gathering system, (ix) a 22 percent
undivided interest in the Bethel-Howard pipeline, and (x) a 75 percent
undivided interest in the Longhorn pipeline.

- El Paso Hub Services L.L.C. which owned certain contract rights and
parcels of real property located in Texas.

- 100 percent of the outstanding joint venture interest in Warwink
Gathering and Treating Company which owned, among other assets, the
Warwink natural gas gathering system located in the Permian Basin region
of Texas and New Mexico.

In conjunction with the acquisition of the above assets, we obtained from
another affiliate of El Paso Corporation, all of the equity interest in El Paso
Indian Basin, L.P. which owned a 42.3 percent undivided, non-operating interest
in the Indian Basin natural gas processing plant and treating facility located
in southeastern New Mexico and the price risk management activities associated
with the plant.

We acquired the EPN Holding assets to provide us with a significant new
source of cash flow, greater diversification of our midstream asset base and to
provide new long term internal growth opportunities in the Texas intrastate
market. We purchased the EPN Holding assets for $750 million, adjusted for the
assumption

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of $15 million of net working capital obligations related to natural gas
imbalances resulting in net consideration of $735 million comprised of the
following:

- $420 million of cash;

- $119 million of assumed short-term indebtedness payable to El Paso
Corporation, which we subsequently repaid;

- $6 million in common units; and

- $190 million in assets, comprised of our Prince TLP and our nine percent
overriding royalty interest in the Prince field (see discussion below).

During 2003, the purchase price and net assets acquired increased $17.5
million due to post-closing purchase price adjustments related primarily to a
reduction in natural gas imbalance payables assumed in the transaction.

We entered into a limited recourse credit agreement with a syndicate of
commercial banks to finance substantially all of the cash consideration
associated with this transaction. See Note 6 for additional discussion regarding
the EPN Holding term credit facility.

The following table summarizes our allocation of the fair values of the
assets acquired and liabilities assumed at April 8, 2002. Our allocation among
the assets acquired is based on the results of an independent third-party
appraisal.

The acquired intangible assets represent contractual rights we obtained
under dedication and transportation agreements with producers which we will
amortize to expense using the units-of-production method over the expected lives
of the underlying reserves ranging from 26 to 45 years. Additionally, we assumed
environmental liabilities of $21.1 million for estimated environmental
remediation costs associated with the GulfTerra Texas intrastate pipeline assets
as discussed in Note 11.

Our consolidated financial statements include the results of operations of
the EPN Holding assets from the April 8, 2002 purchase date. We have included
the assets and operating results of the Waha, Carlsbad and Warwink natural gas
gathering systems; the Channel and TPC Offshore pipeline systems; and the
GulfTerra Texas pipeline assets (excluding the Wilson Storage facility) in our
natural gas pipelines and plants segment. Our 42.3 percent ownership interest in
the assets and operating results of the Indian Basin plant are included in our
oil and NGL logistics segment and the Wilson storage facility assets and
operating results are included in our natural gas storage segment. The following
selected unaudited pro forma information depicts our

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consolidated results of operations for the years ended December 31, 2002 and
2001 as if we acquired the EPN Holding assets on January 1, 2001:

The unaudited pro forma financial information presented above is not
necessarily indicative of the results of operations we might have realized had
the transaction been completed at the beginning of the earliest period
presented, nor do they necessarily indicate our consolidated operating results
for any future period.

Prince Assets

In connection with our April 2002 acquisition of the EPN Holding assets
from El Paso Corporation, we sold our Prince tension leg platform (TLP) and our
nine percent overriding royalty interest in the Prince Field to subsidiaries of
El Paso Corporation. The results of operations for these assets have been
accounted for as discontinued operations and have been excluded from continuing
operations for all periods in our consolidated statements of income.
Accordingly, the segment results in Note 15 reflect neither the results of
operations for the Prince assets nor the related net assets held for sale. The
Prince TLP was previously included in the platform services segment and related
royalty interest was included in non-segment activity. Included in income from
discontinued operations for the years ended December 31, 2002 and 2001 were
revenues of $7.8 million and $8.8 million attributable to these disposed assets.

In April 2002, we sold the Prince assets for $190 million and recognized a
gain on the sale of $0.4 million during 2002. In conjunction with this
transaction, we repaid the related outstanding $95 million principal balance
under our Argo term loan.

Deepwater Holdings L.L.C. and Chaco Transaction

In October 2001, we acquired the remaining 50 percent interest that we did
not already own in Deepwater Holdings for approximately $81 million, consisting
of $26 million cash and $55 million of assumed indebtedness, and at the
acquisition date also repaid all of Deepwater Holdings' $110 million of
indebtedness. HIOS and East Breaks became indirect wholly-owned assets through
this transaction. In a separate transaction, we acquired interests in the title
holder of, and other interests in the Chaco cryogenic natural gas processing
plant for $198.5 million. The total purchase price was composed of a payment of
$77 million to acquire the plant from the bank group that provided the financing
for the construction of the facility and a payment of $121.5 million to El Paso
Field Services in connection with the execution of a 20-year fee-based
processing agreement relating to the processing capacity of the Chaco plant and
dedication of natural gas gathered by El Paso Field Services to the Chaco plant.
Under the terms of the processing agreement, we received a fixed fee for each
dekatherm of natural gas that we processed at the Chaco plant, and we bore all
costs associated with the plant's ownership and operations. El Paso Field
Services personnel continued to operate the plant. In accordance with the
original construction financing agreements, the Chaco plant was under an
operating lease to El Paso Field Services. El Paso Field Services had the right
to repurchase the Chaco plant at the end of the lease term in October 2002 for
approximately $77 million. We funded both of these transactions by borrowing
from our revolving credit facility. We accounted for these transactions as
purchases and have assigned the purchase price to the net assets acquired based
upon the estimated fair value of the net assets as of the acquisition date. The
operating results associated with Deepwater Holdings are included in earnings
from unconsolidated affiliates for the periods prior to October 2001. We have
included the

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operating results of Deepwater Holdings and the Chaco plant in our consolidated
financial statements from the acquisition date.

Since the Chaco transaction was an asset acquisition, we have assigned the
total purchase price to property, plant and equipment and investment in
processing agreement. Since the Deepwater Holdings transaction was an
acquisition of additional interests in a business, we are providing summary
information related to the acquisition of Deepwater Holdings in the following
table (in thousands):

Fair value of assets acquired............................... $ 81,331
Cash acquired............................................... 5,386
Fair value of liabilities assumed........................... (60,917)
--------
Net cash paid..................................... $ 25,800
========

In connection with our acquisition of the San Juan assets in November 2002,
the original terms of the processing, lease and operating agreements between the
Chaco plant and El Paso Field Services were terminated. The effect on our
operation of the Chaco plant resulting from our acquisition of the San Juan
assets is discussed above.

GTM Texas (formerly EPN Texas)

In February 2001, we acquired GTM Texas from a subsidiary of El Paso
Corporation for $133 million. We funded the acquisition of these assets by
borrowing from our revolving credit facility. These assets include more than 500
miles of NGL gathering and transportation pipelines. The NGL pipeline system
gathers and transports unfractionated and fractionated products. We also
acquired three fractionation plants with a capacity of approximately 96 MBbls/d.
These plants fractionate NGL into ethane, propane, butane and natural gasoline
products that are used by refineries and petrochemical plants along the Texas
Gulf Coast. We accounted for the acquisition as a purchase and assigned the
purchase price to the assets acquired based upon the estimated fair value of the
assets as of the acquisition date. We have included the operating results of GTM
Texas in our consolidated financial statements from the acquisition date.

The following selected unaudited pro forma information represents our
consolidated results of operations on a pro forma basis for the year ended
December 31, 2001, as if we acquired GTM Texas, the Chaco plant and the
remaining 50 percent interest in Deepwater Holdings on January 1, 2001:

Gulf of Mexico Assets

In accordance with an FTC order related to El Paso Corporation's merger
with The Coastal Corporation, we, along with Deepwater Holdings, agreed to sell
several of our offshore Gulf of Mexico assets to third parties in January 2001.
Total consideration received for these assets was approximately $163 million
consisting of approximately $109 million for the assets we sold and
approximately $54 million for the assets Deepwater Holdings sold. The offshore
assets sold include interests in Stingray, UTOS, Nautilus, Manta Ray Offshore,
Nemo, Tarpon, and the Green Canyon pipeline assets, as well as interests in two
offshore platforms and one dehydration facility. We recognized net losses from
the asset sales of approximately $12 million, and Deepwater Holdings recognized
losses of approximately $21 million. Our share of Deepwater Holdings' losses

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was approximately $14 million, which has been reflected in earnings from
unconsolidated affiliates in the accompanying 2001 consolidated statement of
income.

As additional consideration for the above transactions, El Paso Corporation
agreed to make payments to us totaling $29 million. These payments were made in
quarterly installments of $2.25 million for three years beginning in 2001 and we
will receive the final payment of $2 million in the first quarter of 2004. From
this additional consideration, we realized income of approximately $25 million
in the first quarter of 2001, which has been reflected in other income in the
accompanying 2001 consolidated statement of income.

3. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

We hold investments in unconsolidated affiliates which are accounted for
using the equity method of accounting. As of December 31, 2003, the carrying
amount of our equity investments exceeded the underlying equity in net assets by
approximately $3.0 million, which is included in our oil and NGL logistics
segment. With our adoption of SFAS No. 142 on January 1, 2002, we no longer
amortize this excess amount, refer to Note 1, Summary of Significant Accounting
Policies, Goodwill and Other Intangible Assets. Summarized financial information
for these investments is as follows:

- ---------------

(a) We recorded adjustments primarily for differences from estimated earnings
reported in our Annual Report on our Form 10-K and actual earnings reported
in the unaudited financial statements of our unconsolidated affiliates.

(b) Total earnings from unconsolidated affiliates includes a $898 thousand gain
associated with the sale of our interest in Copper Eagle.

(c) Cameron Highway Oil Pipeline Company and Deepwater Gateway, L.L.C. are
development stage companies; therefore there are no operating revenues or
operating expenses to provide operational results. Since their formations,
they have incurred organizational expenses and received interest income.

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Cameron Highway. In June 2003, we formed Cameron Highway Oil Pipeline
Company and contributed to this newly formed company the $458 million Cameron
Highway oil pipeline system construction project. Cameron Highway is responsible
for building and operating the pipeline, which is scheduled for completion
during the fourth quarter of 2004. We entered into producer agreements with
three major anchor producers, BP Exploration & Production Company, BHP Billiton
Petroleum (Deepwater), Inc., and Union Oil Company of California, which
agreements were assigned to and assumed by Cameron Highway. The producer
agreements require construction of the 390-mile Cameron Highway oil pipeline.

In July 2003, we sold a 50 percent interest in Cameron Highway to Valero
Energy Corporation for $86 million, forming a joint venture with Valero. Valero
paid us approximately $70 million at closing, including $51 million representing
50 percent of the capital investment expended through that date for the pipeline
project. In July 2003, we recognized $19 million as a gain from the sale of
long-lived assets. In addition, Valero will pay us $5 million once the system is
completed and another $11 million by the end of 2006. We expect to reflect the
receipts of these additional amounts in the periods received as gains from the
sale of long-lived assets in our statement of income. In connection with the
formation of the Cameron Highway joint venture, Valero agreed to pay their
proportionate share of pipeline construction costs that exceed Cameron Highway's
capital resources, including the initial equity contributions and proceeds from
Cameron Highway's project loan facility.

The Cameron Highway oil pipeline system project is expected to be funded
with 37 percent equity, or $169 million through capital contributions from us
and Valero, the two Cameron Highway partners, which contributions have already
been made, and 63 percent debt through a $325 million project loan facility,
consisting of a $225 million construction loan and $100 million of senior
secured notes. See Note 6 for additional discussion of the project loan
facility. As of December 31, 2003, Cameron Highway has spent approximately $256
million (of which $85 million constituted equity contributions by us) related to
this pipeline, which is in the construction stage. We and Valero are obligated
to make additional capital contributions to Cameron Highway if and to the extent
that the construction costs for the pipeline exceed Cameron Highway's capital
resources, including initial equity contributions and proceeds from Cameron
Highway's project loan facility.

Deepwater Gateway. As of December 31, 2003, we have contributed $33
million, as our 50 percent share, to Deepwater Gateway, which amount satisfies
our initial equity funding requirement related to the Marco Polo TLP. We expect
that the remaining costs associated with the Marco Polo TLP will be funded
through the $155 million project finance loan and Deepwater Gateway's members'
contingent equity obligations (of which our share is $14 million). This project
finance loan will mature in July 2004 unless construction is completed before
that time and Deepwater Gateway meets other specified conditions, in which case
the project finance loan will convert into a term loan with a final maturity
date of July 2009. The loan agreement requires Deepwater Gateway to maintain a
debt service reserve equal to six months' interest. Other than that debt service
reserve and any other reserve amounts agreed upon by more than 66.7 percent
majority interest of Deepwater Gateway's members, Deepwater Gateway will (after
the project finance loan is either repaid or converted into a term loan)
distribute any available cash to its members quarterly. Deepwater Gateway is not
currently generating income or cash flow. Deepwater Gateway is managed by a
management committee consisting of representative from each of its members.

Front Runner Oil Pipeline. In September 2003, we announced that Poseidon,
our 36 percent owned joint venture, entered into an agreement for the purchase
and sale of crude oil from the Front Runner Field. Poseidon will construct, own
and operate the $28 million project, which will connect the Front Runner
platform with Poseidon's existing system at Ship Shoal Block 332. The new
36-mile, 14-inch pipeline is expected to be operational by the third quarter of
2004 and have a capacity of 65 MBbls/d. As Poseidon expects to fund Front
Runner's capital expenditures from its operating cash flow and from its
revolving credit

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facility, we do not expect to receive distributions from Poseidon until the
Front Runner oil pipeline is completed.

- ---------------

(a) We acquired an interest in Coyote Gas Treating, L.L.C. in November 2002 as
part of the San Juan assets acquisition.

(b) In June 2002, we formed Deepwater Gateway, L.L.C., a 50/50 joint venture
with Cal Dive International, Inc., to construct and install the Marco Polo
TLP. Also in August 2002, Deepwater Gateway obtained a project finance loan
to fund a substantial portion of the cost to construct the Marco Polo TLP.
For further discussion of this project loan, see Note 6, Financing
Transactions. Deepwater Gateway, L.L.C. is a development stage company;
therefore there are no operating revenues or operating expenses to provide
operational results. Since Deepwater Gateway's formation in 2002, it has
incurred organizational expenses and received interest income.

(c) We recorded adjustments primarily for differences from estimated year end
earnings reported in our Annual Report on our Form 10-K and actual earnings
recorded in the audited annual reports of our unconsolidated affiliates. The
adjustment for Poseidon primarily represents the receipt of proceeds from a
favorable litigation related to the January 2000 pipeline rupture.

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- ---------------

(a) In January 2001, Deepwater Holdings sold its Stingray and West Cameron
subsidiaries. Deepwater Holdings sold its interest in its UTOS subsidiary in
April 2001. In October 2001, we acquired the remaining 50 percent of
Deepwater Holdings and as a result of this transaction, from the acquisition
date Deepwater Holdings is consolidated in our financial statements. The
information presented for Deepwater Holdings as an equity investment is
through October 18, 2001.
(b) Divested Investments contains Manta Ray Offshore Gathering Company, L.L.C.
and Nautilus Pipeline Company L.L.C. In January 2001, we sold our 25.67
percent interest in Manta Ray Offshore and our 25.67 percent interest in
Nautilus.
(c) Through October 2001 this company processed gas for Deepwater Holdings'
Stingray subsidiary. This agreement was terminated in October 2001, and as
of this date there are no operations related to this investment.
(d) The income (loss) from Deepwater Holdings is not allocated proportionately
with our ownership percentage because the capital contributed by us was a
larger amount of the total capital at the time of formation. Therefore, we
were allocated a larger amount of amortization of Deepwater Holdings' excess
purchase price of its investments. Also, we were allocated a larger portion
of Deepwater Holdings' $21 million loss incurred in 2001 due to the sale of
Stingray, UTOS, and the West Cameron dehydration facility. Our total share
of the losses relating to these sales was approximately $14 million.
(e) We recorded adjustments primarily for differences from estimated year end
earnings reported in our Annual Report on Form 10-K and actual earnings
reported in the audited annual reports of our unconsolidated affiliates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY, PLANT AND EQUIPMENT

Our property, plant and equipment consisted of the following:

- ---------------

(1) Includes leasehold acquisition costs with an unamortized balance of $3.2
million and $4.1 million at December 31, 2003 and 2002. One interpretation
being considered relative to SFAS No. 141, Business Combinations and SFAS
No. 142, Goodwill and Intangible Assets is that oil and gas mineral rights
held under lease and other contractual arrangements representing the right
to extract such reserves for both undeveloped and developed leaseholds
should be classified separately from oil and gas properties, as intangible
assets on our consolidated balance sheets. We will continue to include these
costs in property, plant, and equipment until further guidance is provided.

Due to the sale of our interest in the Manta Ray Offshore system in January
2001, we lost a primary connecting point to our Manta Ray pipeline. As a result,
we abandoned the Manta Ray pipeline and recorded an impairment of approximately
$3.9 million in the first quarter of 2001 which is reflected in the natural gas
pipelines and plants segment.

5. INVESTMENT IN PROCESSING AGREEMENT

As part of our October 2001 Chaco transaction, we paid $121.5 million to El
Paso Field Services for a 20-year fee-based processing agreement. The processing
agreement was being amortized on a straight-line basis over the life of the
agreement and we recorded amortization expense of $5.6 million in 2002 and $1.5
million in 2001 related to this asset. As a result of the San Juan acquisition
in November 2002, we now own the gathering system and related facilities
previously owned by El Paso Field Services, including the rights of El Paso
Field Services under the arrangements relating to the Chaco plant. As part of
the San Juan acquisition, the processing agreement was terminated.

6. FINANCING TRANSACTIONS

CREDIT FACILITY

Our credit facility consists of two parts: the revolving credit facility
maturing in 2006 and a senior secured term loan maturing in 2008. Our credit
facility is guaranteed by us and all of our subsidiaries, except for our
unrestricted subsidiaries, as detailed in Note 16, and are collateralized with
substantially all of our assets (excluding the assets of our unrestricted
subsidiaries). The interest rates we are charged on our credit facility are
determined at our option using one of two indices that include (i) a variable
base rate (equal to the greater of the prime rate as determined by JPMorgan
Chase Bank, the federal funds rate plus 0.5% or the Certificate of Deposit (CD)
rate as determined by JPMorgan Chase Bank increased by 1.00%); or (ii) LIBOR.
The interest rate we are charged is contingent upon our leverage ratio, as
defined in our credit facility, and ratings we are assigned by S&P or Moody's.
The interest we are charged would increase by 0.25% if the credit ratings

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

on our senior secured credit facility decrease or our leverage ratio decreases,
or, alternatively, would decrease by 0.25% if these ratings are increased or our
leverage ratio improves. Additionally, we pay commitment fees on the unused
portion of our revolving credit facility at rates that vary from 0.30% to 0.50%.

Our credit facility contains covenants that include restrictions on our and our
subsidiaries' ability to incur additional indebtedness or liens, sell assets,
make loans or investments, acquire or be acquired by other companies and amend
some of our contracts, as well as requiring maintenance of certain financial
ratios. Failure to comply with the provisions of any of these covenants could
result in acceleration of our debt and other financial obligations and that of
our subsidiaries and restrict our ability to make distributions to our
unitholders. The financial covenants associated with our credit facility are as
follows:

(a) The ratio of consolidated EBITDA, as defined in our credit
agreements, to consolidated interest expense cannot be less than 2.0 to
1.0;

(b) The ratio of consolidated total senior indebtedness on the last
day of any fiscal quarter to the consolidated EBITDA for the four quarters
ending on the last day of the current quarter cannot exceed 3.25 to 1.0;
and

(c) The ratio of our consolidated total indebtedness on the last day
of any fiscal quarter to the consolidated EBITDA for the four quarters
ending on the last day of the current quarter cannot exceed 5.25 to 1.0.

Among other things, our credit agreement includes as an event of default a
change of control, defined as the failure of El Paso Corporation and its
subsidiaries to no longer own at least 50 percent of our general partner. We are
in compliance with the financial ratios and covenants contained in each of our
credit facilities at December 31, 2003.

Revolving Credit Facility

In September 2003, we renewed our revolving credit facility to, among other
things, expand the credit available from $600 million to $700 million and extend
the maturity from May 2004 to September 2006.

At December 31, 2003, we had $382 million outstanding under our revolving
credit facility at an average interest rate of 3.17%. We may elect that all or a
portion of the revolving credit facility bear interest at either the variable
rate described above increased by 1.0% or LIBOR increased by 2.0%. The total
amount available to us at December 31, 2003, under this facility was $318
million.

Senior Secured Term Loan

In December 2003, we refinanced the term loan portion of our credit
facility to provide greater financial flexibility by, among other things,
expanding the existing term component from $160 million to $300 million,
extending the maturity from October 2007 to December 2008, reducing the
semi-annual payments from $2.5 million to $1.5 million and reducing the interest
rate we are charged by 1.25%. We used the proceeds from the term loan to repay
the $155 million outstanding under the initial term loan and to temporarily
reduce amounts outstanding under our revolving credit facility. We charged $2.8
million to interest and debt expense in December 2003 to write-off unamortized
debt issuance costs associated with the initial term loan.

The senior secured term loan is payable in semi-annual installments of $1.5
million in June and December of each year for the first nine installments and
the remaining balance at maturity in December 2008. We may elect that all or a
portion of the senior secured term loan bear interest at either 1.25% over the
variable base rate discussed above; or LIBOR increased by 2.25%. As of December
31, 2003, we had $300 million outstanding with an average interest rate of
3.42%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

GulfTerra Holding Term Credit Facility (formerly EPN Holding Term Credit
Facility)

In connection with our acquisition of the EPN Holding assets from El Paso
Corporation in April 2002, EPN Holding entered into a $560 million term credit
facility with a group of commercial banks. The term credit facility provided a
term loan (the GulfTerra Holding term loan) of $535 million to finance the
acquisition of the EPN Holding assets, and a revolving credit facility (the
GulfTerra Holding revolving credit facility) of up to $25 million to finance EPN
Holding's working capital. At the time of its acquisition, EPN Holding borrowed
$535 million ($531 million, net of issuance costs) under this term loan and had
$25 million available under the GulfTerra Holding revolving credit facility. We
used net proceeds of approximately $149 million from our April 2002 common unit
offering, $0.6 million contributed by our general partner to maintain its one
percent capital account balance and $225 million of the net proceeds from our
May 2002 offering of 8 1/2% Senior Subordinated Notes to reduce indebtedness
under the term loan. In July 2003, we repaid the remaining $160 million balance
of this term credit facility with proceeds from our issuance of $250 million
6 1/4% senior notes due 2010. We recognized a loss of $1.2 million related to
the write-off of unamortized debt issuance costs in connection with our
repayment of this facility.

Senior Secured Acquisition Term Loan

As part of our November 2002 San Juan assets acquisition, we entered into a
$237.5 million senior secured acquisition term loan to fund a portion of the
purchase price. We repaid this senior secured acquisition term loan in March
2003 with proceeds from our issuance of $300 million 8 1/2% senior subordinated
notes due 2010. We recognized a loss of $3.8 million related to the write-off of
unamortized debt issuance costs in connection with our repayment of this
facility. From the issuance of the senior secured acquisition term loan in
November 2002 to its repayment date, the interest rates on our revolving credit
facility and GulfTerra Holding term credit facility were 2.25% over the variable
base rate described above or LIBOR increased by 3.50%.

Argo Term Loan

This loan with a balance of $95 million, including current maturities, at
December 31, 2001, was repaid in full in April 2002, in connection with the EPN
Holding assets acquisition.

SENIOR NOTES

In July 2003, we issued $250 million in aggregate principal amount of
6 1/4% senior notes due June 2010. We used the proceeds of approximately $245.1
million, net of issuance costs, to repay $160 million of indebtedness under the
GulfTerra Holding term credit facility and to temporarily repay $85.1 million of
the balance outstanding under our revolving credit facility. The interest on our
senior notes is payable semi-annually in June and December with the principal
maturing in June 2010. Our senior notes are unsecured obligations that rank
senior to all our existing and future subordinated debt and equally with all of
our existing and future senior debt, although they are effectively junior in
right of payment to all of our existing and future senior secured debt to the
extent of the collateral securing that debt. Our senior notes are guaranteed by
us and all of our subsidiaries, except for our unrestricted subsidiaries.

We may redeem some or all of our senior notes, at our option, at any time
with at least 30 days notice at a price equal to the greater of (1) 100 percent
of the principal amount plus accrued interest, or (2) the sum of the present
value of the remaining scheduled payments plus accrued interest.

SENIOR SUBORDINATED NOTES

Each issue of our senior subordinated notes is subordinated in right of
payment to all of our existing and future senior debt, including our existing
credit facility and the senior notes we issued in July 2003.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In March 2003, we issued $300 million in aggregate principal amount of
8 1/2% senior subordinated notes. The interest on these notes is payable
semi-annually in June and December, and the notes mature in June 2010. We used
the proceeds of approximately $293.5 million, net of issuance costs, to repay
$237.5 million of indebtedness under our senior secured acquisition term loan
and to temporarily repay $55.5 million of the balance outstanding under our
revolving credit facility. We may, at our option, prior to June 1, 2006, redeem
up to 33 percent of the originally issued aggregate principal amount of these
notes at a redemption price of 108.50 percent of the principal amount, and in
December 2003, we redeemed $45 million under this provision (see discussion
below). We may redeem all or part of the remainder of these notes at any time on
or after June 1, 2007. The redemption price on that date is 104.25 percent of
the principal amount, declining annually until it reaches 100 percent of the
principal amount.

In November 2002, we issued $200 million in aggregate principal amount of
10 5/8% Senior Subordinated Notes. The interest on these notes is payable
semi-annually in June and December, and mature in December 2012. These notes
were issued for $198 million, net of discount of $1.5 million to yield 10.75%
(proceeds of $194 million, net of issuance costs) which we used to fund a
portion of the acquisition of the San Juan assets. We may, at our option, prior
to December 1, 2005, redeem up to 33 percent of the originally issued aggregate
principal amount of the notes at a redemption price of 110.625%, and in December
2003, we redeemed $66 million under this provision (see discussion below). On or
after December 1, 2007, we may redeem all or part of the remainder of these
notes at 105.313% of the principal amount.

In May 2002, we issued $230 million in aggregate principal amount of 8 1/2%
Senior Subordinated Notes. The interest on these notes is payable semi-annually
in June and December, and mature June 2011. The Senior Subordinated Notes were
issued for $234.6 million (proceeds of approximately $230 million, net of
issuance costs). We used proceeds of $225 million to reduce indebtedness under
our EPN Holding term credit facility and the remainder for general partnership
purposes. We may, at our option, prior to June 1, 2004, redeem up to 33 percent
of the originally issued aggregate principal amount of the senior subordinated
notes due June 2011, at a redemption price of 108.500%, and in December 2003, we
redeemed $75.9 million under this provision (see discussion below). On or after
June 1, 2006, we may redeem all or part of the remainder of these notes at
104.250% of the principal amount.

In May 2001, we issued $250 million in aggregate principal amount of 8 1/2%
Senior Subordinated Notes. The interest on these notes is payable semi-annually
in June and December, and mature in June 2011. Proceeds of approximately $243
million, net of issuance costs, were used to reduce indebtedness under our
revolving credit facility. We may, at our option, prior to June 1, 2004, redeem
up to 33 percent of the originally issued aggregate principal amount of the
senior subordinated notes due June 2011, at a redemption price of 108.500%, and
in December 2003, we redeemed $82.5 million under this provision (see discussion
below). On or after June 1, 2006, we may redeem all or part of the remainder of
these notes at 104.250% of the principal amount.

In May 1999, we issued $175 million in aggregate principal amount of
10 3/8% Senior Subordinated Notes. The interest on these notes is payable
semi-annually in June and December, and mature in June 2009. Proceeds of
approximately $169 million, net of issuance costs, were used to reduce
indebtedness under our revolving credit facility. On or after June 1, 2004, we
may redeem all or part of these notes at 105.188% of the principal amount.

Our subsidiaries, except GulfTerra Energy Partners Finance Corporation and
our unrestricted subsidiaries, have guaranteed our obligations under the senior
notes and all of the issuances of senior subordinated notes described above. In
addition, we could be required to repurchase the senior notes and senior
subordinated notes if certain circumstances relating to change of control or
asset dispositions exist.

In July 2003, to achieve a better mix of fixed rate debt and variable rate
debt, we entered into an eight-year interest rate swap agreement to provide for
a floating interest rate on $250 million of our 8 1/2%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

senior subordinated notes due 2011. With this swap agreement, we will pay the
counterparty a LIBOR based interest rate plus a spread of 4.20% (which rate was
1.55% at December 31, 2003) and receive a fixed rate of 8 1/2%. We are
accounting for this derivative as a fair value hedge under SFAS No. 133. At
December 31, 2003, the fair value of the swap was a liability, included in
non-current liabilities, of approximately $7.4 million. The fair value of the
hedged debt decreased by the same amount.

In December 2003, we used a portion of the net proceeds from our October
2003 equity offerings to redeem approximately $269.4 million in principal amount
of our senior subordinated notes. The terms of our indentures allow us to use
proceeds from an equity offering, within a 90 day period after the offering, to
redeem up to 33 percent of the principal during the first three years the notes
are outstanding. We incurred additional costs totaling $29.1 million resulting
from the payment of the redemption premiums and the write-off of unamortized
debt issuance costs, premiums and discounts. We accounted for these costs as an
expense during the fourth quarter of 2003 in accordance with the provisions of
SFAS No. 145.

In March 2004, we gave notice to exercise our right, under the terms of our
senior subordinated notes' indentures, to repay, at a premium, approximately
$39.1 million in principal amount of those senior subordinated notes. The
indentures provide that, within 90 days of an equity offering, we can call up to
33 percent of the original face amount at a premium. The amount we can repay is
limited to the net proceeds of the offering. We will recognize additional costs
totaling $4.1 million resulting from the payment of the redemption premiums and
the writeoff of unamortized debt issuance costs. We will account for these costs
as an expense during the second quarter of 2004 in accordance with the
provisions of SFAS No. 145.

RESTRICTIVE PROVISIONS OF SENIOR AND SENIOR SUBORDINATED NOTES

Our senior and senior subordinated notes include provisions that, among
other things, restrict our ability and the ability of our subsidiaries
(excluding our unrestricted subsidiaries) to incur additional indebtedness or
liens, sell assets, make loans or investments, acquire or be acquired by other
companies, and enter into sale and lease-back transactions, as well as requiring
maintenance of certain financial ratios. Failure to comply with the provisions
of these covenants could result in acceleration of our debt and other financial
obligations and that of our subsidiaries in addition to restricting our ability
to make distributions to our unitholders. Many restrictive covenants associated
with our senior notes will effectively be removed following a period of 90
consecutive days during which they are rated Baa3 or higher by Moody's or BBB-
or higher by S&P, and some of the more restrictive covenants associated with
some (but not all) of our senior subordinated notes will be suspended should
they be similarly rated.

OTHER CREDIT FACILITIES

Poseidon

As of December 31, 2003, Poseidon Oil Pipeline Company, L.L.C., an
unconsolidated affiliate in which we have a 36 percent joint venture ownership
interest, was party to a $185 million credit agreement under which it had $123
million outstanding at December 31, 2003.

In January 2004, Poseidon amended its credit agreement and decreased the
availability to $170 million. The amended facility matures in January 2008. The
outstanding balance from the previous facility was transferred to the new
facility.

In January 2002, Poseidon entered into a two-year interest rate swap
agreement to fix the variable LIBOR based interest rate on $75 million of the
$123 million outstanding under its credit facility at 3.49% through January
2004. Poseidon, under its credit facility, currently pays an additional 1.25%
over the LIBOR rate resulting in an effective interest rate of 4.74% on the
hedged notional amount. The interest rates Poseidon is charged on balances
outstanding under its credit facility are dependent on its leverage ratio as
defined in the Poseidon credit facility. Poseidon's interest rate at December
31, 2003 was LIBOR plus 1.25% for Eurodollar
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

loans and a variable base rate equal to the greater of the prime rate or 0.50%
plus the federal funds rate (as those terms are defined in the Poseidon credit
agreement) plus 0.25% for Base Rate loans. As of December 31, 2003, the
remaining $48 million was at an average interest rate of 2.46%.

Under its amended credit facility, based on Poseidon's leverage ratio for
the year ended December 31, 2003, Poseidon's interest rate is LIBOR plus 2.00%
for Eurodollar loans and a variable base rate equal to the greater of the prime
rate or 0.50% plus the federal funds rate (as those terms are defined in the
Poseidon credit agreement) plus 1.00% for Base Rate loans. Poseidon's interest
rates will decrease by 0.25% if their leverage ratio declines to 3.00 to 1.00 or
less, by 0.50% if their leverage ratio declines to 2.00 to 1.00 or less, or by
0.625% if their leverage ratio declines to 1.00 to 1.00 or less. Additionally,
Poseidon pays commitment fees on the unused portion of the credit facility at
rates that vary from 0.25% to 0.375%. This credit agreement requires Poseidon to
maintain a debt service reserve equal to two times the previous quarters'
interest.

Poseidon's credit agreement contains covenants such as restrictions on debt
levels, restrictions on liens collateralizing debt and guarantees, restrictions
on mergers and on the sales of assets and dividend restrictions. A breach of any
of these covenants could result in acceleration of Poseidon's debt and other
financial obligations.

Under the Poseidon $170 million revolving credit facility, the financial
debt covenants are:

(a) Poseidon must maintain consolidated tangible net worth in an amount
not less than $75 million plus 100% of the net cash proceeds from the
issuance by Poseidon of equity securities of any kind;

(b) the ratio of Poseidon's EBITDA, as defined in Poseidon's credit
agreement, to interest expense paid or accrued during the four
quarters ending on the last day of the current quarter must be at
least 2.50 to 1.00; and

(c) the ratio of total indebtedness of Poseidon to EBITDA for the four
quarters ending on the last day of the current quarter shall not
exceed 4.50 to 1.00 in 2004, 3.50 to 1.00 in 2005 and 3.00 to 1.00
thereafter.

Poseidon was in compliance with the above covenants and the covenants under
its previous facility as of December 31, 2003.

Deepwater Gateway

In August 2002, Deepwater Gateway, our joint venture that is constructing
the Marco Polo TLP, obtained a $155 million project finance loan from a group of
commercial lenders to finance a substantial portion of the cost to construct the
Marco Polo TLP and related facilities. Deepwater Gateway may elect that all or a
portion of the project finance loan bear interest at either (i) LIBOR plus 1.75%
or (ii) an alternate base rate (equal to the greater of the prime rate, the base
CD rate plus 1% or the federal funds rate plus 0.5%, as those terms are defined
in the project finance loan agreement) plus 0.75%. Deepwater Gateway must also
pay commitment fees of 0.375% per year on the unused portion of the project
finance loan. The loan is collateralized by substantially all of Deepwater
Gateway's assets. If Deepwater Gateway defaults on its payment obligations under
the project finance loan, we would be required to pay to the lenders all
distributions we or any of our subsidiaries have received from Deepwater Gateway
up to $22.5 million. As of December 31, 2003, Deepwater Gateway had $155 million
outstanding under the project finance loan at an average interest rate of 2.94%
and had not paid us or any of our subsidiaries any distributions.

This project finance loan will mature in July 2004 unless construction is
completed before that time and Deepwater Gateway meets other specified
conditions, in which case the project finance loan will convert into a term loan
with a final maturity date of July 2009. Upon conversion of the project finance
loan to a term loan, Deepwater Gateway will be required to maintain a debt
service reserve of not less than the projected principal, interest and fees due
on the term loan for the immediately succeeding six month period. In addition,
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GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deepwater Gateway is prohibited from making distributions until the project
finance loan has been repaid or is converted.

Cameron Highway

Cameron Highway Oil Pipeline Company (Cameron Highway), an unconsolidated
affiliate in which we have a 50 percent joint venture ownership interest (See
Note 3 for additional discussion relating to the formation of Cameron Highway),
entered into a $325 million project loan facility, consisting of a $225 million
construction loan and $100 million of senior secured notes, each of which fund
proportionately as construction costs are incurred.

The $225 million construction loan bears interest at Cameron Highway's
option at each borrowing at either (i) 2.00% over the variable base rate (equal
to the greater of the prime rate as determined by JPMorgan Chase Bank, the
federal funds rate plus 0.5% or the Certificate of Deposit (CD) rate as
determined by JPMorgan Chase Bank increased by 1.00%); or (ii) 3.00% over LIBOR.
Upon completion of the construction, the construction loan will convert to a
term loan maturing July 2008, subject to the terms of the loan agreement. At the
end of the first quarter following the first anniversary of the conversion into
a term loan, Cameron Highway will be required to make quarterly principal
payments of $8.125 million, with the remaining unpaid principal amount payable
on the maturity date. If the construction loan fails to convert into a term loan
by December 31, 2006, the construction loan and senior secured notes become
fully due and payable. At December 31, 2003, Cameron Highway had $69 million
outstanding under the construction loan at an average interest rate of 4.21%.

The interest rate on Cameron Highway's senior secured notes is 3.25% over
the rate on 10-year U.S. Treasury securities. Principal payments of $4 million
are due quarterly from September 2008 through December 2011, $6 million each
from March 2012 through December 2012, and $5 million each from March 2013
through the principal maturity date of December 2013. At December 31, 2003,
Cameron Highway had $56 million outstanding under the notes at an average
interest rate of 7.38%.

Under the terms of its project loan facility, Cameron Highway must pay each
of the lenders and the senior secured noteholders commitment fees of 0.5% per
year on any unused portion of such lender's or noteholder's committed funds. The
project loan facility as a whole is collateralized by (1) substantially all of
Cameron Highway's assets, including, upon conversion, a debt service reserve
capital account, and (2) all of the equity interest in Cameron Highway. Other
than the pledge of our equity interest and our construction obligations under
the relevant producer agreements, as discussed in Note 3, the debt is
non-recourse to us. The construction loan and senior secured notes prohibit
Cameron Highway from making distributions to us until the construction loan is
converted into a term loan and Cameron Highway meets certain financial
requirements.

DEBT MATURITY TABLE

Aggregate maturities of the principal amounts of long-term debt and other
financing obligations for the next 5 years and in total thereafter are as
follows (in thousands):

2004...................................................... $ 3,000
2005...................................................... 3,000
2006...................................................... 385,000
2007...................................................... 3,000
2008...................................................... 288,000
Thereafter.................................................. 1,135,600
----------
Total long-term debt and other financing
obligations, including current maturities........ $1,817,600
==========

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INTEREST AND DEBT EXPENSE

We recognized the interest cost incurred in connection with our financing
transactions as follows for each of the years ended December 31:

LOSS DUE TO EARLY REDEMPTIONS OF DEBT

We recognized losses associated with early redemptions of debt as follows
for each of the years ended December 31:

7. FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

The carrying amounts and estimated fair values of our financial instruments
at December 31 are as follows:

- ---------------

(1) Excludes market value of interest rate swap, see interest rate swap
discussion below.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The notional amounts and terms of the financial instruments held for
purposes other than trading were as follows at December 31:

In July 2003, we entered into an eight-year interest rate swap agreement to
provide for a floating interest rate on $250 million of our 8 1/2% senior
subordinated notes due 2011. With this swap agreement, we will pay the
counterparty a LIBOR based interest rate plus a spread of 4.20% (which rate was
1.55% at December 31, 2003) and receive a fixed rate of 8 1/2%.

As of December 31, 2003, and 2002, our carrying amounts of cash and cash
equivalents, short-term borrowings, and trade receivables and payables are
representative of fair value because of the short-term nature of these
instruments. The fair value of long-term debt with variable interest rates
approximates its carrying value because the variable interest rates on these
loans reprice frequently to reflect currently available interest rates. We
estimated the fair value of debt with fixed interest rates based on quoted
market prices for the same or similar issues. We estimated the fair value of all
derivative financial instruments from prices indicated for the same or similar
commodity transactions for a specific index.

Credit Risk

Credit risk relates to the risk of loss that we would incur as a result of
our customers' failure to pay. Our customers are concentrated in the energy
sector, and the creditworthiness of several industry participants have been
called into question. We maintain credit policies to minimize overall credit
risk. We monitor our exposure to and determine, as appropriate, whether we
should request prepayments, letters of credit or other collateral from our
counterparties.

8. PARTNERS' CAPITAL

General

As of December 31, 2003, we had 58,404,649 common units outstanding. Common
units totaling 48,020,404 are owned by the public, representing an 82.2 percent
common unit interest in us. As of December 31, 2003, El Paso Corporation,
through its subsidiaries, owned 10,384,245 common units, or 17.8 percent of our
outstanding common units, all of our 10,937,500 Series C units and 50 percent of
our one percent general partner interest.

Offering of Common Units

During 2003, we issued the following common units in public offerings:

- ---------------

(1) Offering includes 80 Series F convertible units offered. Refer to
description below.

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GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In addition to our public offerings of common units, in October 2003, we
sold 3,000,000 common units privately to Goldman Sachs in connection with their
purchase of a 9.9 percent membership interest in our general partner. We used
the net proceeds of $111.5 million from that private sale and the net proceeds
from the other common unit public offerings to temporarily reduce amounts
outstanding under our revolving credit facility, senior subordinated notes, and
for general partnership purposes.

In May 2003, we issued 1,118,881 common units and 80 Series F convertible
units in a registered offering to a large institutional investor for
approximately $38.3 million net of offering costs. Our Series F convertible
units are not listed on any securities exchange or market. Each Series F
convertible unit is comprised of two separate detachable units -- a Series F1
convertible unit and a Series F2 convertible unit -- that have identical terms
except for vesting and termination dates and the number of underlying common
units into which they may be converted. The Series F1 units are convertible into
up to $80 million of common units anytime after August 12, 2003, and until the
date we merge with Enterprise (subject to other defined extension rights). The
Series F2 units are convertible into up to $40 million of common units. The
Series F2 units terminate on March 30, 2005 (subject to defined extension
rights). The price at which the Series F convertible units may be converted to
common units is equal to the lesser of (i) the prevailing price (as defined
below), if the prevailing price is equal to or greater than $35.75, or (ii) the
prevailing price minus the product of 50 percent of the positive difference, if
any, of $35.75 minus the prevailing price. The prevailing price is equal to the
lesser of (i) the average closing price of our common units for the 60 business
days ending on and including the fourth business day prior to our receiving
notice from the holder of the Series F convertible units of their intent to
convert them into common units; (ii) the average closing price of our common
units for the first seven business days of the 60 day period included in (i); or
(iii) the average closing price of our common units for the last seven days of
the 60 day period included in (i). The price at which the Series F convertible
units could have been converted to common units, assuming we had received a
conversion notice on December 31, 2003 and March 2, 2004, was $40.38 and $39.40.
The Series F convertible units may be converted into a maximum of 8,329,679
common units. Holders of Series F convertible units are not entitled to vote or
receive distributions. The $4.1 million value associated with the Series F
convertible units is included in partners' capital as a component of common
units capital.

In August 2003, we amended the terms of the Series F convertible units to
permit the holder to elect a "cashless" exercise -- that is, an exercise where
the holder gives up common units with a value equal to the exercise price rather
than paying the exercise price in cash. If the holder so elects, we have the
option to settle the net position by issuing common units or, if the settlement
price per unit is above $26.00 per unit, paying the holder an amount of cash
equal to the market price of the net number of units. These amendments had no
effect on the classification of the Series F convertible units on the balance
sheet at December 31, 2003.

In the first quarter of 2004, 45 Series F1 convertible units were converted
into 1,146,418 common units, for which the holder of the convertible units paid
us $45 million.

Any Series F convertible units outstanding at the merger date will be
converted into rights to receive Enterprise common units, subject to the
restrictions governing the Series F units. The number of Enterprise common units
and the price per unit at conversion will be adjusted based on the 1.81 exchange
ratio.

In connection with the offerings in 2003, our general partner contributed
to us approximately $2.0 million of our Series B preference units and cash of
$3.1 million in order to maintain its one percent general partner interest.

In April 2002, we completed simultaneous offerings of 4,083,938 common
units, which included a public offering of 3,000,000 common units and a private
offering, at the same unit price, of 1,083,938 common units to our general
partner (pursuant to our general partner's anti-dilution rights under our
partnership agreement) as a transaction not involving a public offering. We used
the net cash proceeds of approximately $149 million to reduce indebtedness under
EPN Holding's term credit facility. Also in April 2002, we issued in a private

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offering 159,497 common units at the then-current market price of $37.74 per
unit to a subsidiary of El Paso Corporation as partial consideration for our
acquisition of the EPN Holding assets. In addition, our general partner
contributed approximately $0.6 million in cash to us in April 2002 in order to
maintain its one percent capital account balance.

In October 2001, we completed simultaneous offerings of 5,627,070 common
units, which included a public offering of 4,150,000 common units and a private
offering, at the same unit price, of 1,477,070 common units to our general
partner (pursuant to our general partner's anti-dilution rights under our
partnership agreement) as a transaction not involving a public offering. We used
the net cash proceeds of approximately $212 million to redeem 44,608 of our
Series B preference units for their liquidation value of $50 million and to
reduce the balance outstanding under our revolving credit facility. In addition,
our general partner contributed $2.1 million in cash to us in order to satisfy
its one percent contribution requirement.

In March 2001, we completed a public offering of 2,250,000 common units. We
used the net cash proceeds of $66.6 million from the offering to reduce the
balance outstanding under our revolving credit facility. In addition, our
general partner contributed $0.7 million to us in order to satisfy its one
percent capital contribution requirement.

Series B Preference Units

In August 2000, we issued 170,000 Series B preference units with a value of
$170 million to acquire the Petal and Hattiesburg natural gas storage
businesses. In October 2001, we redeemed 44,608 of the Series B preference units
for $50 million liquidation value including accrued distributions of
approximately $5.4 million, bringing the total number of units outstanding to
125,392. As of December 31, 2002, the liquidation value of the outstanding
Series B preference units was approximately $158 million. In October 2003, we
redeemed all 123,865 of our remaining outstanding Series B preference units for
$156 million, a 7 percent discount from their liquidation value of $167 million.
For this redemption, we used borrowings under our revolving credit facility. We
reflected the discount as an increase to the common units capital, Series C
units capital and to our general partner's capital accounts.

Series C Units

In November 2002, we issued to a subsidiary of El Paso Corporation
10,937,500 of Series C units at a price of $32 per unit, $350 million in the
aggregate, as part of our consideration paid for the San Juan assets. The
issuance of the Series C units was an exempt transaction under Section 4(2) of
the Securities Act of 1993 as a transaction not involving a public offering. The
Series C units are similar to our existing common units, except that the Series
C units are non-voting. After April 30, 2003, the holder of the Series C units
has the right to cause us to propose a vote of our common unitholders as to
whether the Series C units should be converted into common units. If our common
unitholders approve the conversion, then each Series C unit can convert into a
common unit. If our common unitholders do not approve the conversion within 120
days after the vote is requested, then the distribution rate for the Series C
units will increase to 105 percent of the common unit distribution rate in
effect from time to time. Thereafter, the Series C unit distribution rate will
increase on April 30, 2004, to 110 percent of the common unit distribution rate
and on April 30, 2005, to 115 percent of the common unit distribution rate. In
addition, our general partner contributed $3.5 million to us in order to satisfy
its one percent capital contribution requirement. The holder of the Series C
units has thus far not requested a vote to convert the Series C units into
common units. As part of the proposed merger with Enterprise, Enterprise will
purchase from a subsidiary of El Paso Corporation all of our outstanding Series
C units. These units will not be converted to Enterprise common units in the
merger but rather will remain limited partnership interests in GulfTerra after
the closing of the merger transaction and, as such interest, will lose their
GulfTerra common unit conversion and distribution rights.

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Cash Distributions

We make quarterly distributions of 100 percent of our available cash, as
defined in the partnership agreement, to our unitholders and to our general
partner. Available cash generally consists of all cash receipts plus reductions
in reserves less all cash disbursements and net additions to reserves. Our
general partner has broad discretion to establish cash reserves for any proper
partnership purpose. These can include cash reserves for future capital and
maintenance expenditures, reserves to stabilize distributions of cash to the
unitholders and our general partner, reserves to reduce debt, or, as necessary,
reserves to comply with the terms of our agreements or obligations.

Cash distributions on common units, Series C units and to our general
partner are discretionary in nature and are not entitled to arrearages of
minimum quarterly distributions. The following table reflects our per unit cash
distributions to our common unitholders and the total distributions paid to our
common unitholders, Series C unitholder and general partner during the year
ended December 31, 2003:

In January 2004, we declared a cash distribution of $0.71 per common and
Series C unit, $49.3 million in aggregate, for the quarter ended December 31,
2003, which we paid on February 14, 2004. In addition, we paid our general
partner $21.3 million related to its general partner interest. At the current
distribution rates, our general partner receives approximately 30.2 percent of
our total cash distributions for its role as our general partner.

Option Plans

In August 1998, we adopted the 1998 Omnibus Compensation Plan (Omnibus
Plan) to provide our general partner with the ability to issue unit options to
attract and retain the services of knowledgeable officers and key management
personnel. Unit options to purchase a maximum of 3 million common units may be
issued pursuant to the Omnibus Plan. Unit options granted to date pursuant to
the Omnibus Plan are not immediately exercisable. For unit options granted in
2001, one-half of the unit options are considered vested and exercisable one
year after the date of grant and the remaining one-half of the unit options are
considered vested and exercisable one year after the first anniversary of the
date of grant. These unit options expire ten years from such grant date, but
shall be subject to earlier termination under certain circumstances. No grants
of unit options were made in 2002. During 2003, under our Omnibus Plan, we
granted 17,500 unit options, 25,000 time-vested restricted units and will grant
25,000 restricted units, if certain performance targets are achieved, to
employees of El Paso Field Services whose primary responsibilities are the
commercial management of our assets.

In August 1998, we also adopted the 1998 Common Unit Plan for Non-Employee
Directors (Director Plan), formerly the 1998 Unit Option Plan for Non-Employee
Directors, to provide our general partner with the ability to issue unit options
to attract and retain the services of knowledgeable directors. Unit options and
restricted units to purchase a maximum of 100,000 of our common units may be
issued pursuant to the Director Plan. Under the Director Plan, each non-employee
director receives a grant of 2,500 unit options upon initial election to the
Board of Directors and an annual unit option grant of 2,000 unit options

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and, beginning in 2001, an annual restricted unit grant equal to the director's
annual retainer (including Chairman's retainers, if applicable) divided by the
fair market value of the common units on the grant date upon each re-election to
the Board of Directors. Each unit option that is granted will vest immediately
at the date of grant and will expire ten years from such date, but will be
subject to earlier termination in the event that such non-employee director
ceases to be a director of our general partner for any reason, in which case the
unit options expire 36 months after such date except in the case of death, in
which case the unit options expire 12 months after such date. Each director
receiving a grant of restricted units is recorded as a unitholder and has all
the rights of a unitholder with respect to such units, including the right to
distributions on those units. The restricted units are nontransferable during
the director's service on the Board of Directors. The restrictions on the
restricted units will end and the director will receive one common unit for each
restricted unit granted upon the director's termination. The Director Plan is
administered by a management committee consisting of the Chairman of the Board
of Directors of the general partner and such other senior officers of our
general partner or its affiliates as the Chairman may designate. During 2003,
under the Director Plan, we granted 5,226 restricted units at a fair value per
unit of $36.37 and 10,500 unit options with a grant price of $35.92. Restricted
units awards representing 5,429 and 4,090 were granted during 2002 and 2001 with
a fair value of $32.23 and $33.00 per unit. As of December 31, 2003, 12,292
restricted units were outstanding.

We have accounted for all of these unit options and restricted units,
except for the unit options issued to non-employee directors, in accordance with
SFAS No. 123. Under SFAS No. 123, we report the fair value of these issuances as
deferred compensation. Deferred compensation is amortized to compensation
expense over the respective vesting or performance period. We have accounted for
the unit options issued to the non-employee directors of our general partner's
Board of Directors in accordance with APB No. 25.

We issued time-vested restricted units and the performance-based restricted
units at fair value at their date of grant. The restrictions on the time-vested
units will lapse in four years from the date of grant. The restrictions on the
performance-based restricted units will lapse if we achieve a specified level of
target performance for identified "greenfield" projects by June 1, 2007 (for the
15,000 performance-based restricted units issued in June 2003) and by August 1,
2007 (for the 10,000 performance-based restricted units issued in August 2003).
If we do not reach those targets by the applicable dates, the performance-based
units will be forfeited. We will amortize the fair value of the time-vested
restricted units over their four-year restricted period and the fair value of
the performance-based restricted units over their performance periods. The
performance-based restricted units are not entitled to vote or to receive
distributions, until after (and if) we achieve specified level of target
performance. The restricted units issued to non-employee directors of our
general partner's Board of Directors were issued at fair value at their date of
grant. This fair value is being amortized to compensation expense over the
period of service, which we have estimated to be one year.

Total unamortized deferred compensation as of December 31, 2003 and 2002
was approximately $1.5 million and $1.2 million. Our 2001 deferred compensation
is fully amortized. Deferred compensation is reflected as a reduction of
partners' capital and is allocated 1 percent to our general partner and 99
percent to our limited partners.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes activity under the Omnibus Plan and Director
Plan (excluding our restricted units) as of and for the years ended December 31,
2003, 2002 and 2001.

The fair value of each unit option granted is estimated on the date of
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions:

The Black-Scholes weighted average fair value of options granted during
2003, 2002, and 2001 was $3.55, $3.71, and $2.62 per unit option, respectively.

Options outstanding as of December 31, 2003, are summarized below:

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9. EARNINGS PER COMMON UNIT

The following table sets forth the computation of basic and diluted
earnings per common unit (in thousands, except for unit amounts):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. RELATED PARTY TRANSACTIONS

The majority of our related party transactions are with affiliates of our
general partner. Under an agreement that was in place before an indirect
subsidiary of El Paso Corporation purchased our general partner, an affiliate of
our general partner was obligated to provide individuals to perform the day to
day financial, administrative, accounting and operational functions for us. As
our activities increased, the fee for such services has also increased. Further,
we provide services to various El Paso Corporation subsidiaries and, in turn,
they provide us services. In addition, we have acquired a number of assets from
subsidiaries of El Paso Corporation. We have not had any material transactions
with Enterprise, other than the merger agreement transactions, since Enterprise
acquired 50 percent of our general partner.

The following table provides summary data of our transactions with related
parties for the years ended December 31:

- ---------------
(1) In addition to revenues from continuing operations reflected above, we also
received revenues from related parties in 2002 and 2001 of $6.8 million and
$8.2 million for our Prince TLP and $1.0 million and $0.7 million for our 9
percent overriding royalty interest which are included in income from
discontinued operations on our income statements.

For the years ended December 31, 2003, 2002 and 2001, revenues received
from related parties consisted of approximately 13%, 43% and 28% of our revenue
from continuing operations. Also, we have undertaken efforts to reduce our
transactions with El Paso Merchant Energy North America Company (Merchant
Energy) and as of June 30, 2003, we replaced all our month-to-month arrangements
that were previously with Merchant Energy with similar arrangements with third
parties.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table provides summary data categorized by our related
parties for the years ended December 31:

- ---------------

(1) In addition to revenues from continuing operations from El Paso Production
Company reflected above, during 2002 and 2001 we also received revenues of
$7.8 million and $8.9 million from El Paso Production Company which are
included in income from discontinued operations in our income statements.

(2) We sold our interest in Manta Ray Offshore in January 2001 in connection
with El Paso Corporation's merger with the Coastal Corporation.

(3) In January 2001, Deepwater Holdings sold its Stingray and West Cameron
subsidiaries. In April 2001, Deepwater Holdings sold its UTOS subsidiary. In
October 2001, we acquired the remaining 50 percent of Deepwater Holdings,
and as a result of this transaction, on a going forward basis, Deepwater
Holdings is consolidated in our financial statements and our agreement with
Deepwater Holdings terminated.

Revenues received from related parties

EPN Holding Assets. Our revenues from related parties increased in 2002 as
a result of our EPN Holding transaction in which we acquired gathering,
transportation and processing contracts with affiliates of our general partner.
For the years ended December 31, 2003 and 2002, we received $26.5 million and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$68.9 million from El Paso Merchant Energy North America Company, $19.9 million
and $35.8 million from El Paso Field Services and $3.4 million and $4.0 million
from El Paso Production Company.

GTM Texas. In connection with our acquisition of GTM Texas in February
2001, we entered into a 20-year fee-based transportation and fractionation
agreement with El Paso Field Services. Pursuant to this agreement, we receive a
fixed fee for each barrel of NGL transported and fractionated by our facilities.
Approximately 25 percent of our per barrel fee is escalated annually for
increases in inflation. For the years ended December 31, 2003, 2002 and 2001, we
received revenue of approximately $21.5 million, $26.0 million and $25.2 million
related to this agreement.

Chaco processing plant. In connection with our Chaco transaction in
October 2001, we entered into a 20-year fee-based processing agreement with El
Paso Field Services. Pursuant to this agreement, we receive a fixed fee for each
dekatherm of natural gas that we process at the Chaco plant. For the years ended
December 31, 2002 and 2001, we received revenue of $29.6 million and $6.5
million related to this agreement. In accordance with the original construction
financing agreements, the Chaco plant is under an operating lease to El Paso
Field Services. For the years ended December 31, 2002 and 2001, we received $1.8
million and $0.6 million related to this lease. As a result of the San Juan
asset acquisition in November 2002, the processing agreement and the operating
lease were terminated.

Storage facilities. With the April 2002 acquisition of the EPN Holding
assets, we purchased contracts held by Wilson Storage with El Paso Merchant
Energy North America Company. For the year ended December 31, 2002, we received
approximately $2.9 million from El Paso Merchant Energy North America Company
for natural gas storage fees. El Paso Merchant Energy North America Company and
Tennessee Gas Pipeline Company use our Petal and Hattiesburg storage facilities
from time to time. For the years ended December 31, 2002 and 2001 we received
approximately $0.1 million and $1.6 million from El Paso Merchant Energy North
America Company for natural gas storage fees. For the year ended December 31,
2001 we received approximately $0.7 million from Tennessee Gas Pipeline Company.

Prince TLP. In September 2001, we placed our Prince TLP in service. Prior
to April 1, 2002, we received a monthly demand charge of approximately $1.9
million as well as processing fees from El Paso Production Company related to
production on the Prince TLP. For the year ended December 31, 2002 and the four
months ended December 31, 2001, we received $6.8 million and $8.2 million in
platform revenue related to this agreement. In connection with our acquisition
of the EPN Holding assets from El Paso Corporation, in April 2002 we sold our
Prince TLP to subsidiaries of El Paso Corporation and these revenues are
reflected in our income from discontinued operations.

Production fields. Through 2000 we had agreed to sell substantially all of
our oil and natural gas production to El Paso Merchant Energy North America
Company on a month to month basis. The agreement provided fees equal to two
percent of the sales value of crude oil and condensate and $0.015 per dekatherm
of natural gas for marketing production. Beginning in the fourth quarter of
2000, we began selling our oil and natural gas directly to third parties and our
oil and natural gas sales related to El Paso Merchant Energy North America
Company were approximately $9.8 million and $5.7 million for years ended
December 31, 2002 and 2001.

In October 1999, we farmed out our working interest in the Prince Field to
El Paso Production Company. Under the terms of the farmout agreement, our net
overriding royalty interest in the Prince Field increased to a weighted average
of approximately nine percent. El Paso Production Company began production on
the Prince Field in September 2001. For the year ended December 31, 2002 and the
four months ended December 31, 2001, we recorded approximately $1.0 million and
$0.7 million in revenues related to our overriding royalty interest in the
Prince Field. In connection with our acquisition of the EPN Holding assets from
El Paso Corporation, in April 2002 we sold our 9 percent overriding royalty
interest in the Prince Field to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

subsidiaries of El Paso Corporation and these revenues are reflected in our
income from discontinued operations.

GulfTerra Alabama Intrastate. Several El Paso Corporation subsidiaries buy
and transport natural gas on our GulfTerra Alabama Intrastate system. For the
years ended December 31, 2003, 2002 and 2001, we received approximately $0.7
million, $6.8 million and $8.3 million from El Paso Merchant Energy North
America Company. For the years ended December 31, 2003, 2002 and 2001, we
received approximately $4.5 million, $4.5 million and $4.2 million from El Paso
Production Company. For the years ended December 31, 2003, 2002 and 2001, we
received approximately $0.1 million, $0.1 million and $0.2 million from Southern
Natural Gas Company.

HIOS. In October 2001, HIOS became a wholly-owned asset through our
acquisition of the remaining 50 percent equity interest in Deepwater Holdings.
HIOS is a natural gas transmission system that has entered into interruptible
transportation agreements at a non-discounted rate of $0.1244. For the years
ended December 31, 2003 and 2002 and approximately three months ended December
31, 2001, we received $0.1 million, $1.4 million and $0.8 million from El Paso
Merchant Energy. For the year ended December 31, 2003 and 2002, we received $1.2
million and $0.6 million from El Paso Production Company.

Texas NGL assets. In connection with our acquisition of the San Juan
assets in November, 2002, we entered into a 10-year transportation agreement
with El Paso Field Services. Pursuant to this agreement, beginning January 1,
2003, we receive a fee of $1.5 million per year for transportation on our NGL
pipeline which extends from Corpus Christi to near Houston. In addition, we
provide transportation, fractionation, storage and terminaling services to El
Paso Field Services, as well as to various third parties, typically under
agreements of one year term or less. We received approximately $7.5 million and
$0.3 million in revenues from El Paso Field Services for the years ended
December 31, 2003 and 2002.

Other. In addition to the revenues discussed above, we received $2.8
million and $2.6 million from El Paso Merchant North America and $25.6 million
and $3.3 million from El Paso Field Services during 2003 and 2002 for additional
gathering and processing services. The 2003 increase in revenues for El Paso
Field Services was primarily as a result of higher natural gas prices and NGL
volumes sold to El Paso Field Services from our Big Thicket assets.

Unconsolidated Subsidiaries. For the years ended December 31, 2001 we
received approximately $0.03 million from Manta Ray Offshore Gathering as
platform access and processing fees related to our South Timbalier 292 platform
and our Ship Shoal 332 platform. We sold our interest in Manta Ray Offshore in
January 2001 in connection with El Paso's merger with the Coastal Corporation.

Expenses paid to related parties

Cost of natural gas. Our cost of natural gas paid to related parties
increased in 2003 and 2002 as a result of our San Juan assets acquisitions and
our EPN Holding transaction in which we acquired contracts with affiliates of
our general partner. For the year ended December 31, 2003, our San Juan assets
had cost of natural gas expenses of $1.3 million from El Paso Merchant Energy
North America and $0.3 million from El Paso Field Services. For the year ended
December 31, 2003 and 2002, our EPN Holding assets had cost of natural gas
expenses of $0.9 million and $0.3 million from El Paso Merchant Energy North
America Company and $3.5 million and $0.4 million from El Paso Field Services
relating to the GulfTerra Texas gathering system. GulfTerra Alabama Intrastate's
purchases of natural gas include transactions with affiliates of our general
partner. For the years ended December 31, 2003, 2002 and 2001, we had natural
gas purchases of approximately $25.6 million, $18.9 million and $28.2 million
from El Paso Merchant Energy North America Company, and $0.1 million, $0.2
million and $0.2 million from Southern Natural Gas Company and $2.3 million and
$6.4 million from El Paso Production Company for the years ended December 31,
2002 and 2001. We also receive lease and throughput fees from El Paso Field
Services for Hattiesburg and Anse

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La Butte. For the year ended December 31, 2002 we received $0.5 million from El
Paso Field Services related to these fees.

Operating Expenses. Substantially all of the individuals who perform the
day-to-day financial, administrative, accounting and operational functions for
us, as well as those who are responsible for directing and controlling us, are
currently employed by El Paso Corporation. Under a general and administrative
services agreement between subsidiaries of El Paso Corporation and us, a fee of
approximately $0.8 million per month was charged to our general partner, and
accordingly, to us, which is intended to approximate the amount of resources
allocated by El Paso Corporation and its affiliates in providing various
operational, financial, accounting and administrative services on behalf of our
general partner and us. In April 2002, in connection with our acquisition of EPN
Holding assets, our general and administrative services agreement was extended
to December 31, 2005, and the fee increased to approximately $1.6 million per
month. In November 2002, as a result of the San Juan assets acquisition, the
monthly fee under our general and administrative services agreement increased by
$1.3 million, bringing our total monthly fee to $2.9 million. We believe this
fee approximates the actual costs incurred. Under the terms of the partnership
agreement, our general partner is entitled to reimbursement of all reasonable
general and administrative expenses and other reasonable expenses incurred by
our general partner and its affiliates for, or on our behalf, including, but not
limited to, amounts payable by our general partner to El Paso Corporation under
its management agreement. We are also charged for insurance and other costs paid
directly by El Paso Field Services on our behalf.

As we became operator of additional facilities or systems, acquired new
operations or constructed new facilities, we entered into additional management
and operating agreements with El Paso Field Services. All fees paid under these
contracts approximate actual costs incurred.

The following table shows the amount El Paso Field Services charged us for
each of our agreements for the year ended December 31:

- ---------------

(1) Operating fees increased from 2002 to 2003 and from 2001 to 2002 due to the
acquisition of the San Juan assets and EPN Holding assets.

Cost Reimbursements. In connection with becoming the operator of Poseidon,
we entered into an operating agreement in January 2001. All fees received under
contracts approximate actual costs incurred.

Acquisitions

We have purchased assets from related parties. See Note 2 for a discussion
of these asset acquisitions.

Other Matters

In addition to the related party transactions discussed above, pursuant to
the terms of many of the purchase and sale agreements we have entered into with
various entities controlled directly or indirectly by El Paso Corporation, we
have been indemnified for potential future liabilities, expenses and capital
requirements above a negotiated threshold. Specifically, an indirect subsidiary
of El Paso Corporation has agreed to indemnify us for specific litigation
matters to the extent the ultimate resolutions of these matters result in
judgments against us. For a further discussion of these matters see Note 11,
Commitments and

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Contingencies, Legal Proceedings. Some of our agreements obligate certain
indirect subsidiaries of El Paso Corporation to pay for capital costs related to
maintaining assets which were acquired by us, if such costs exceed negotiated
thresholds. We have made claims for approximately $5 million for costs incurred
during the year ended December 31, 2003 as costs exceeded the established
thresholds for the year ended December 31, 2003.

We have also entered into capital contribution arrangements with entities
owned by El Paso Corporation, including its regulated pipelines, in the past,
and will most likely do so in the future, as part of our normal commercial
activities in the Gulf of Mexico. We have an agreement to receive $6.1 million,
of which $3.0 million has been collected, from ANR Pipeline Company for our
Phoenix project. As of December 31, 2003, we have received $10.5 million from
ANR Pipeline and $7.0 million from El Paso Field Services for the Marco Polo
natural gas pipeline. In October 2003, we collected $2 million from Tennessee
Gas Pipeline for our Medusa project. These amounts are reflected as a reduction
in project costs. Regulated pipelines often contribute capital toward the
construction costs of gathering facilities owned by others which are, or will
be, connected to their pipelines. El Paso Field Services' contribution is in
anticipation of additional natural gas volumes that will flow through to its
onshore natural gas processing facilities.

In August 2003, Arizona Gas Storage L.L.C., along with its 50 percent
partner APACS Holdings L.L.C., sold their interest in Copper Eagle Gas Storage
L.L.C. to El Paso Natural Gas Company (EPNG), a subsidiary of El Paso
Corporation. Copper Eagle Gas Storage is developing a natural gas storage
project located outside of Phoenix, Arizona. Arizona Gas Storage is an indirect
60 percent owned subsidiary of us and 40 percent owned by IntraGas US, a Gaz de
France North American subsidiary. APACS Holdings L.L.C. is a wholly owned
subsidiary of Pinnacle West Energy, a subsidiary of Pinnacle West Capital
Corporation. We have the right to receive $6.2 million of the sale proceeds,
including a note receivable for $4.9 million to be paid quarterly over the next
twelve months, from EPNG and we recorded a gain of $882 thousand related to the
sale of Copper Eagle. In the event of EPNG default, the Copper Eagle Gas Storage
project will revert back to the original owners without compensation to EPNG.

In September 2003, we entered into a nonbinding letter of intent with
Southern Natural Gas Company, a subsidiary of El Paso Corporation, regarding the
proposed development and sale of a natural gas storage cavern and the proposed
sale of an undivided interest in a pipeline and other facilities related to that
natural gas storage cavern. The new storage cavern would be located at our
storage complex near Hattiesburg, Mississippi. If Southern Natural Gas
determines that there is sufficient market interest, it would purchase the land
and mineral rights related to the proposed storage cavern and would pay our
costs to construct the storage cavern and related facilities. Upon completion of
the storage cavern, Southern Natural Gas would acquire an undivided interest in
our Petal pipeline connected to the storage cavern. We would also enter into an
arrangement with Southern Natural Gas under which we would operate the storage
cavern and pipeline on its behalf.

Before we consummate this transaction, and enter into definitive
transaction documents, the transaction must be recommended by the audit and
conflicts committee of our general partner's board of directors, which committee
consists solely of directors meeting the independent director requirements
established by the NYSE and the Sarbanes-Oxley Act, and then approved by our
general partner's full board of directors.

In October 2003, we exchanged with El Paso Corporation its obligation to
repurchase the Chaco plant from us in 19 years for additional assets (refer to
Note 2). Also in October 2003, we redeemed all of our outstanding Series B
preference units (refer to Note 8).

The counterparty for one of our San Juan hedging activities is J. Aron and
Company, an affiliate of Goldman Sachs. Goldman Sachs was also a co-manager of
our 4,800,000 public common unit offering in October 2003, and is one of the
lenders under our revolving credit facility and owned 9.9 percent of our general
partner during part of the fourth quarter of 2003.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Our accounts receivable due from related parties consisted of the following
as of:

- ----------

(1) The December 2002 receivable balance includes approximately $15 million of
natural gas imbalances relating to our EPN Holding acquisition.

Our accounts payable due to related parties consisted of the following as
of:

- ----------

(1) The December 2002 payable balance includes approximately $19 million of
working capital adjustments relating to our EPN Holding acquisition due to
El Paso Field Services; and approximately $22 million of natural gas
imbalances relating to our EPN Holding acquisition.
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In connection with the sale of our Gulf of Mexico assets in January 2001,
El Paso Corporation agreed to make quarterly payments to us of $2.25 million for
three years beginning March 2001 and ending with a $2 million payment in the
first quarter of 2004. The present value of the amounts due from El Paso
Corporation were classified as follows:

11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Grynberg. In 1997, we, along with numerous other energy companies, were
named defendants in actions brought by Jack Grynberg on behalf of the U.S.
Government under the False Claims Act. Generally, these complaints allege an
industry-wide conspiracy to underreport the heating value as well as the volumes
of the natural gas produced from federal and Native American lands, which
deprived the U.S. Government of royalties. The plaintiff in this case seeks
royalties that he contends the government should have received had the volume
and heating value been differently measured, analyzed, calculated and reported,
together with interest, treble damages, civil penalties, expenses and future
injunctive relief to require the defendants to adopt allegedly appropriate gas
measurement practices. No monetary relief has been specified in this case. These
matters have been consolidated for pretrial purposes (In re: Natural Gas
Royalties Qui Tam Litigation, U.S. District Court for the District of Wyoming,
filed June 1997). Discovery is proceeding. Our costs and legal exposure related
to these lawsuits and claims are not currently determinable.

Will Price (formerly Quinque). We, along with numerous other energy
companies, are named defendants in Will Price, et al v. Gas Pipelines and Their
Predecessors, et al, filed in 1999 in the District Court of Stevens County,
Kansas. Plaintiffs allege that the defendants mismeasured natural gas volumes
and heating content of natural gas on non-federal and non-Native American lands,
and seek certification of a nationwide class of natural gas working interest
owners and natural gas royalty owners to recover royalties that they contend
these owners should have received had the volume and heating value of natural
gas produced from their properties been differently measured, analyzed,
calculated and reported, together with prejudgment and postjudgment interest,
punitive damages, treble damages, attorney's fees, costs and expenses, and
future injunctive relief to require the defendants to adopt allegedly
appropriate gas measurement practices. No monetary relief has been specified in
this case. Plaintiffs' motion for class certification of a nationwide class of
natural gas working interest owners and natural gas royalty owners was denied on
April 10, 2003. Plaintiffs were granted leave to file a Fourth Amended Petition,
which narrows the proposed class to royalty owners in wells in Kansas, Wyoming
and Colorado and removes claims as to heating content. A second class action
petition has been filed as to heating content claims. Our costs and legal
exposure related to these lawsuits and claims are not currently determinable.

In connection with our April 2002 acquisition of the EPN Holding assets,
subsidiaries of El Paso Corporation have agreed to indemnify us against all
obligations related to existing legal matters at the acquisition date, including
the legal matters involving Leapartners, L.P., City of Edinburg, Houston Pipe
Line Company LP, and City of Corpus Christi discussed below.

During 2000, Leapartners, L.P. filed a suit against El Paso Field Services
and others in the District Court of Loving County, Texas, alleging a breach of
contract to gather and process natural gas in areas of western Texas related to
an asset now owned by GulfTerra Holding. In May 2001, the court ruled in favor
of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Leapartners and entered a judgment against El Paso Field Services of
approximately $10 million. El Paso Field Services filed an appeal with the
Eighth Court of Appeals in El Paso, Texas. On August 15, 2003 the Court of
Appeals reversed the lower's courts calculation of past judgment interest but
otherwise affirmed the judgment. A motion for a rehearing was denied. A petition
for review by the Texas Supreme Court has been filed.

Also, GulfTerra Texas Pipeline L.P., (GulfTerra Texas, formerly known as
EPGT Texas Pipeline L.P.) now owned by GulfTerra Holding, was involved in
litigation with the City of Edinburg concerning the City's claim that GulfTerra
Texas was required to pay pipeline franchise fees under a contract the City had
with Rio Grande Valley Gas Company, which was previously owned by GulfTerra
Texas and is now owned by Southern Union Gas Company. An adverse judgment
against Southern Union and GulfTerra Texas was rendered in Hidalgo County State
District court in December 1998 and found a breach of contract, and held both
GulfTerra Texas and Southern Union jointly and severally liable to the City for
approximately $4.7 million. The judgment relied on the single business
enterprise doctrine to impose contractual obligations on GulfTerra Texas and
Southern Union entities that were not parties to the contract with the City.
GulfTerra Texas appealed this case to the Texas Supreme Court seeking reversal
of the judgment rendered against GulfTerra Texas. The City sought a remand to
the trial court of its claim of tortious interference against GulfTerra Texas.
Briefs were filed and oral arguments were held in November 2002. In October
2003, the Texas Supreme Court issued an opinion in favor of GulfTerra Texas and
Southern Union on all issues. The City has requested rehearing.

In December 2000, a 30-inch natural gas pipeline jointly owned by GulfTerra
Intrastate, L.P. (GulfTerra Intrastate) now owned by GulfTerra Holding, and
Houston Pipe Line Company LP ruptured in Mont Belvieu, Texas, near Baytown,
resulting in substantial property damage and minor physical injury. GulfTerra
Intrastate is the operator of the pipeline. Two lawsuits were filed in the state
district court in Chambers County, Texas by eight plaintiffs, including two
homeowners' insurers. The suits sought recovery for physical pain and suffering,
mental anguish, physical impairment, medical expenses, and property damage.
Houston Pipe Line Company was added as an additional defendant. In accordance
with the terms of the operating agreement, GulfTerra Intrastate agreed to assume
the defense of and to indemnify Houston Pipe Line Company. As of December 31,
2003, all claims have now been settled and these settlements had no impact on
our financial statements.

The City of Corpus Christi, Texas (the "City") alleged that GulfTerra Texas
and various Coastal entities owed it monies for past obligations under City
ordinances that propose to tax GulfTerra Texas on its gross receipts from local
natural gas sales for the use of street rights-of-way. Some but not all of the
GulfTerra Texas pipe at issue has been using the rights-of-way since the 1960's.
In addition, the City demanded that GulfTerra Texas agree to a going-forward
consent agreement in order for the GulfTerra Texas pipe and Coastal pipe to have
the right to remain in the City rights-of-way. In December 2003, GulfTerra Texas
and the City entered into a license agreement releasing GulfTerra Texas from any
past obligations and providing certain rights for the use of the City
rights-of-way and City owned property. This agreement was retroactive to October
1, 2002.

In August 2002, we acquired the Big Thicket assets, which consist of the
Vidor plant, the Silsbee compressor station and the Big Thicket gathering system
located in east Texas, for approximately $11 million from BP America Production
Company (BP). Pursuant to the purchase agreement, we have identified
environmental conditions that we are working with BP and appropriate regulatory
agencies to address. BP has agreed to indemnify us for exposure resulting from
activities related to the ownership or operation of these facilities prior to
our purchase (i) for a period of three years for non-environmental claims and
(ii) until one year following the completion of any environmental remediation
for environmental claims. Following expiration of these indemnity periods, we
are obligated to indemnify BP for environmental or

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

non-environmental claims. We, along with BP and various other defendants, have
been named in the following two lawsuits for claims based on activities
occurring prior to our purchase of these facilities.

Christopher Beverly and Gretchen Beverly, individually and on behalf of the
estate of John Beverly v. GulfTerra GC, L.P., et. al. In June 2003, the
plaintiffs sued us in state district court in Hardin County, Texas. The
plaintiffs are the parents of John Christopher Beverly, a two year old child who
died on April 15, 2002, allegedly as the result of his exposure to arsenic,
benzene and other harmful chemicals in the water supply. Plaintiffs allege that
several defendants responsible for that contamination, including us and BP. Our
connection to the occurrences that are the basis for this suit appears to be our
August 2002 purchase of certain assets from BP, including a facility in Hardin
County, Texas known as the Silsbee compressor station. Under the terms of the
indemnity provisions in the Purchase and Sale Agreement between GulfTerra and
BP, GulfTerra requested that BP indemnify GulfTerra for any exposure. BP has
agreed to indemnify us in this matter.

Melissa Duvail, et. al., v. GulfTerra GC, L.P., et. al. In June 2003,
seventy-four residents of Hardin County, Texas, sued us and others in state
district court in Hardin County, Texas. The plaintiffs allege that they have
been exposed to hazardous chemicals, including arsenic and benzene, through
their water supply, and that the defendants are responsible for that exposure.
As with the Beverly case, our connection with the occurrences that are the basis
of this suit appears to be our August 2002 purchase of certain assets from BP,
including a facility known as the Silsbee compressor station, which is located
in Hardin County, Texas. Under the terms of the indemnity provisions in the
Purchase and Sale Agreement between us and BP, BP has agreed to indemnify us for
this matter.

In addition to the above matters, we and our subsidiaries and affiliates
are named defendants in numerous lawsuits and governmental proceedings that
arise in the ordinary course of our business.

For each of our outstanding legal matters, we evaluate the merits of the
case, our exposure to the matter, possible legal or settlement strategies and
the likelihood of an unfavorable outcome. If we determine that an unfavorable
outcome is probable and can be estimated, we will establish the necessary
accruals. As of December 31, 2003, we had no reserves for our legal matters.

While the outcome of our outstanding legal matters cannot be predicted with
certainty, based on information known to date, we do not expect the ultimate
resolution of these matters to have a material adverse effect on our financial
position, results of operations or cash flows. As new information becomes
available or relevant developments occur, we will establish accruals as
appropriate.

Environmental

Each of our operating segments is subject to extensive federal, state, and
local laws and regulations governing environmental quality and pollution
control. These laws and regulations are applicable to each segment and require
us to remove or remedy the effect on the environment of the disposal or release
of specified substances at current and former operating sites. As of December
31, 2003, we had a reserve of approximately $21 million, included in other
noncurrent liabilities, for remediation costs expected to be incurred over time
associated with mercury meters. We assumed this liability in connection with our
April 2002 acquisition of the EPN Holding assets. As part of the November 2002
San Juan assets acquisition, El Paso Corporation has agreed to indemnify us for
all the known and unknown environmental liabilities related to the assets we
purchased up to the purchase price of $766 million. We will only be indemnified
for unknown liabilities for up to three years from the purchase date of this
acquisition. In addition, we have been indemnified by third parties for
remediation costs associated with other assets we have purchased. We expect to
make capital expenditures for environmental matters of approximately $3 million
in the aggregate for the years 2004 through 2008, primarily to comply with clean
air regulations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Shoup Air Permit Violation. On December 16, 2003, El Paso Field Services,
L.P. received a Notice of Enforcement (NoE) from the Texas Commission on
Environmental Quality (TCEQ) concerning alleged Clean Air Act violations at its
Shoup, Texas plant. The NoE included a draft Agreed Order assessing a penalty of
$365,750 for the cited violations. The alleged violations pertained to emission
limit exceedences, testing, reporting, and recordkeeping issues in 2001. While
the NoE was addressed to El Paso Field Services, L.P., the substance of the NoE
also concerns equipment owned at the Shoup plant by Gulfterra GC, L.P. El Paso
Field Services, L.P. has responded to the NoE and is preparing to meet with the
TCEQ to discuss the alleged violations and the proposed penalty.

While the outcome of our outstanding environmental matters cannot be
predicted with certainty, based on the information known to date and our
existing accruals, we do not expect the ultimate resolution of these matters to
have a material adverse effect on our financial position, results of operations
or cash flows. It is possible that new information or future developments could
require us to reassess our potential exposure related to environmental matters.
We may incur significant costs and liabilities in order to comply with existing
environmental laws and regulations. It is also possible that other developments,
such as increasingly strict environmental laws and regulations and claims for
damages to property, employees, other persons and the environment resulting from
our current or past operations, could result in substantial costs and
liabilities in the future. As this information becomes available, or relevant
developments occur,we will adjust our accrual amounts accordingly. While there
are still uncertainties relating to the ultimate costs we may incur, based upon
our evaluation and experience to date, we believe our current reserves are
adequate.

Rates and Regulatory Matters

Marketing Affiliate Final Rule. In November 2003, the FERC issued a Final
Rule extending its standards of conduct governing the relationship between
interstate pipelines and marketing affiliates to all energy affiliates. Since
our HIOS natural gas pipeline and Petal natural gas storage facility, including
the 60-mile Petal natural gas pipeline, are interstate facilities as defined by
the Natural Gas Act, the regulations dictate how HIOS and Petal conduct business
and interact with all energy affiliates of El Paso Corporation and us.

The standards of conduct require us, absent a waiver, to functionally
separate our HIOS and Petal interstate facilities from our other entities. We
must dedicate employees to manage and operate our interstate facilities
independently from our other Energy Affiliates. This employee group must
function independently and is prohibited from communicating non-public
transportation information or customer information to its Energy Affiliates.
Separate office facilities and systems are necessary because of the requirement
to restrict affiliate access to interstate transportation information. The Final
Rule also limits the sharing of employees and offices with Energy Affiliates.
The Final Rule was effective on February 9, 2004, subject to possible rehearing.
On that date, each transmission provider filed with FERC and posted on the
internet website a plan and scheduling for implementing this Final Rule. By June
1, 2004, written procedures implementing this Final Rule will be posted on the
internet website. Requests for rehearing have been filed and are pending. At
this time, we cannot predict the outcome of these requests, but at a minimum,
adoption of the regulations in the form outlined in the Final Rule will place
additional administrative and operational burdens on us.

Pipeline Safety Final Rule. In December 2003, the U.S. Department of
Transportation issued a Final Rule requiring pipeline operators to develop
integrity management programs for gas transmission pipelines located where a
leak or rupture could do the most harm in "high consequence areas," or HCA. The
final rule requires operators to (1) perform ongoing assessments of pipeline
integrity; (2) identify and characterize applicable threats to pipeline segments
that could impact an HCA; (3) improve data collection, integration and analysis;
(4) repair and remediate the pipeline as necessary; and (5) implement preventive
and mitigative actions. The final rule incorporates the requirements of the
Pipeline Safety Improvement Act of 2002, a new

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

bill signed into law in December 2002. The Final Rule is effective as of January
14, 2004. At this time, we cannot predict the outcome of this final rule.

Other Regulatory Matters. HIOS is subject to the jurisdiction of the FERC
in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of
1978. HIOS operates under a FERC approved tariff that governs its operations,
terms and conditions of service, and rates. We timely filed a required rate case
for HIOS on December 31, 2002. The rate filing and tariff changes are based on
HIOS' cost of service, which includes operating costs, a management fee and
changes to depreciation rates and negative salvage amortization. We requested
the rates be effective February 1, 2003, but the FERC suspended the rate
increase until July 1, 2003, subject to refund. As of July 1, 2003, HIOS
implemented the requested rates, subject to a refund, and has established a
reserve for its estimate of its refund obligation. We will continue to review
our expected refund obligation as the rate case moves through the hearing
process and may increase or decrease the amounts reserved for refund obligation
as our expectation changes. The FERC has conducted a hearing on this matter and
an initial decision is expected to be issued in April 2004.

During the latter half of 2002, we experienced a significant unfavorable
variance between the fuel usage on HIOS and the fuel collected from our
customers for our use. We believe a series of events may have contributed to
this variance, including two major storms that hit the Gulf Coast Region (and
these assets) in late September and early October of 2002. As of December 31,
2003, we had recorded fuel differences of approximately $8.2 million, which is
included in other non-current assets. We are currently in discussions with the
FERC as well as our customers regarding the potential collection of some or all
of the fuel differences. At this time we are not able to determine what amount,
if any, may be collectible from our customers. Any amount we are unable to
resolve or collect from our customers will negatively impact our earnings.

In December 1999, GulfTerra Texas filed a petition with the FERC for
approval of its rates for interstate transportation service. In June 2002, the
FERC issued an order that required revisions to GulfTerra Texas' proposed
maximum rates. The changes ordered by the FERC involve reductions to rate of
return, depreciation rates and revisions to the proposed rate design, including
a requirement to separately state rates for gathering service. FERC also ordered
refunds to customers for the difference, if any, between the originally proposed
levels and the revised rates ordered by the FERC. We believe the amount of any
rate refund would be minimal since most transportation services are discounted
from the maximum rate. GulfTerra Texas has established a reserve for refunds. In
July 2002, GulfTerra Texas requested rehearing on certain issues raised by the
FERC's order, including the depreciation rates and the requirement to separately
state a gathering rate. On February 25, 2004, the FERC issued an order denying
GulfTerra Texas' request for rehearing and ordered GulfTerra Texas to file,
within 45 days from the issuance of the order, a calculation of refunds and a
refund plan. Additionally, the FERC ordered GulfTerra Texas to file a new rate
case or justification of existing rates within three years from the date of the
order.

In July 2002, Falcon Gas Storage, a competitor, also requested late
intervention and rehearing of the order. Falcon asserts that GulfTerra Texas'
imbalance penalties and terms of service preclude third parties from offering
imbalance management services. The FERC denied Falcon's late intervention on
February 25, 2004. Meanwhile in December 2002, GulfTerra Texas amended its
Statement of Operating Conditions to provide shippers the option of resolving
daily imbalances using a third-party imbalance service provider.

Falcon filed a formal complaint in March 2003 at the Railroad Commission of
Texas claiming that GulfTerra Texas' imbalance penalties and terms of service
preclude third parties from offering hourly imbalance management services on the
GulfTerra Texas system. GulfTerra Texas filed a response specifically denying
Falcon's assertions and requesting that the complaint be denied. The Railroad
Commission has set their case for hearing beginning on April 13, 2004. The City
Board of Public Service of San Antonio filed an intervention in opposition to
Falcon's complaint.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

While the outcome of all of our rates and regulatory matters cannot be
predicted with certainty, based on information known to date, we do not expect
the ultimate resolution of these matters to have a material adverse effect on
our financial position, results of operations or cash flows. As new information
becomes available or relevant developments occur, we will establish accruals as
appropriate.

Joint Ventures

We conduct a portion of our business through joint venture arrangements
(including our Cameron Highway, Deepwater Gateway and Poseidon joint ventures)
we form to construct, operate and finance the development of our onshore and
offshore midstream energy businesses. We are obligated to make our proportionate
share of additional capital contributions to our joint ventures only to the
extent that they are unable to satisfy their obligations from other sources
including proceeds from credit arrangements.

Operating Lease

We have long-term operating lease commitments associated with the Wilson
natural gas storage facility we acquired in April 2002 in connection with the
EPN Holding acquisition. The term of the natural gas storage facility and base
gas leases runs through January 2008, and subject to certain conditions, has one
or more optional renewal periods of five years each at fair market rent at the
time of renewal. We also have long-term operating lease commitments associated
with two NGL storage facilities in Texas we acquired in November 2002 in
connection with our San Juan asset acquisition. The leases covering these
facilities expire in 2006 and 2012.

The future minimum lease payments under these operating lease commitments
as of December 31, 2003 are as follows (in millions):

2004........................................................ $ 7
2005........................................................ 7
2006........................................................ 7
2007........................................................ 6
2008........................................................ 3
Thereafter.................................................. 2
---
Total minimum lease payments................................ $32
===

Rental expense under operating leases was approximately $7.2 million and
$3.9 million for the years ended December 31, 2003 and 2002. We did not have any
operating leases prior to our acquisition of the EPN Holding assets in April
2002.

Other Matters

As a result of current circumstances generally surrounding the energy
sector, the creditworthiness of several industry participants has been called
into question. As a result of these general circumstances, we have established
an internal group to monitor our exposure to and determine, as appropriate,
whether we should request prepayments, letters of credit or other collateral
from our counterparties.

12. ACCOUNTING FOR HEDGING ACTIVITIES

A majority of our commodity purchases and sales, which relate to sales of
oil and natural gas associated with our production operations, purchases and
sales of natural gas associated with pipeline operations, sales of natural gas
liquids and purchases or sales of gas associated with our processing plants and
our gathering activities, are at spot market or forward market prices. We use
futures, forward contracts, and swaps to limit our exposure to fluctuations in
the commodity markets and allow for a fixed cash flow stream from these

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activities. On January 1, 2001, we adopted the provisions of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. We did not have
any derivative contracts in place at December 31, 2000, and therefore, there was
no transition adjustment recorded in our financial statements. During 2003, 2002
and 2001, we entered into cash flow hedges.

In August 2002, we entered into a derivative financial instrument to hedge
our exposure during 2003 to changes in natural gas prices relating to gathering
activities in the San Juan Basin in anticipation of our acquisition of the San
Juan assets. The derivative is a financial swap on 30,000 MMBtu per day whereby
we receive a fixed price of $3.525 per MMBtu and pay a floating price based on
the San Juan index. From August 2002 through our acquisition date, November 27,
2002, we accounted for this derivative through current earnings since it did not
qualify for hedge accounting under SFAS No. 133. Through the acquisition date in
2002, we recognized a $0.4 million gain in the margin of our natural gas
pipelines and plants segment. Beginning with the acquisition date in November
2002, we are accounting for this derivative as a cash flow hedge under SFAS No.
133. In February and August 2003, we entered into additional derivative
financial instruments to continue to hedge our exposure during 2004 to changes
in natural gas prices relating to gathering activities in the San Juan Basin.
The derivatives are financial swaps on 30,000 MMBtu per day whereby we receive
an average fixed price of $4.23 per MMBtu and pay a floating price based on the
San Juan index. As of December 31, 2003 and 2002, the fair value of these cash
flow hedges was a liability of $5.8 million and $4.8 million, as the market
price at those dates was higher than the hedge price. For the year ended
December 31, 2003, we reclassified approximately $9.8 million of unrealized
accumulated loss related to these derivatives from accumulated other
comprehensive income as a decrease in revenue. No ineffectiveness exists in our
hedging relationship because all purchase and sale prices are based on the same
index and volumes as the hedge transaction. In connection with our San Juan
asset purchase, we also acquired the outstanding risk management positions at
the Chaco plant. The value of these NGL and natural gas positions was a $0.5
million liability at the acquisition date and this amount was included in the
working capital adjustments to the purchase price. These positions expired in
December 2002.

In connection with our GulfTerra Alabama Intrastate operations, we have
fixed price contracts with specific customers for the sale of predetermined
volumes of natural gas for delivery over established periods of time. We entered
into cash flow hedges in 2002 and 2003 to offset the risk of increasing natural
gas prices. As of December 31, 2003, the fair value of these cash flow hedges
was an asset of approximately $77 thousand. For the twelve months ended December
31, 2003, we reclassified approximately $218 thousand of unrealized accumulated
gain related to these derivatives from accumulated other comprehensive income to
earnings. As of December 31, 2002, the fair value of these cash flow hedges was
an asset of $86 thousand. During the year ended December 31, 2002, we
reclassified a loss of $1.4 million from other comprehensive income to earnings.
No ineffectiveness exists in our hedging relationship because all purchase and
sale prices are based on the same index and volumes as the hedge transaction.

Beginning in April 2002, in connection with our EPN Holding acquisition, we
had swaps in place for our interest in the Indian Basin processing plant to
hedge the price received for the sale of natural gas liquids. All of these
hedges expired by December 31, 2002, and we recorded a loss of $163 thousand
during 2002 for these cash flow hedges. We did not have any ineffectiveness in
our hedging relationship since all sale prices were based on the same index as
the hedge transaction.

During 2003, we entered into additional derivative financial instruments to
hedge a portion of our business' exposure to changes in NGL prices during 2003
and 2004. We entered into financial swaps for 3,500 barrels per day for February
through June 2003, 3,200 barrels per day for July 2003, 4,900 barrels per day
for August 2003, and 6,000 barrels per day for August 2003 through September
2004. The average fixed price received was $0.49 per gallon for 2003 and will be
$0.47 per gallon for 2004 while we pay a monthly average floating price based on
the OPIS average price for each month. As of December 31, 2003, the fair value
of these cash flow hedges was a liability of $3.3 million. For the twelve months
ended December 31,

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2003, we reclassified approximately $0.4 million of unrealized accumulated loss
related to these derivatives from accumulated other comprehensive income to
earnings.

In January 2002, Poseidon entered into a two-year interest rate swap
agreement to fix the variable LIBOR based interest rate on $75 million of its
$185 million variable rate revolving credit facility at 3.49% over the life of
the swap. Prior to April 2003, under its credit facility, Poseidon paid an
additional 1.50% over the LIBOR rate resulting in an effective interest rate of
4.99% on the hedged notional amount. Beginning in April 2003, the additional
interest Poseidon pays over LIBOR was reduced resulting in an effective fixed
interest rate of 4.74% on the hedged notional amount. This interest rate swap
expired on January 9, 2004. We have recognized as a reduction in income our 36
percent share of Poseidon's realized loss on the interest rate swap of $1.7
million for the twelve months ended December 31, 2003, or $0.6 million, through
our earnings from unconsolidated affiliates. As of December 31, 2002, the fair
value of its interest rate swap was a liability of $1.4 million, as the market
interest rate was lower than the hedge rate, resulting in accumulated other
comprehensive loss of $1.4 million. We included our 36 percent share of this
liability of $0.5 million as a reduction of our investment in Poseidon and as
loss in accumulated other comprehensive income. Additionally, we recognized in
income our 36 percent share of Poseidon's realized loss of $1.2 million for the
twelve months ended December 31, 2002, or $0.4 million, through our earnings
from unconsolidated affiliates.

We estimate the entire $9.0 million of unrealized losses included in
accumulated other comprehensive income at December 31, 2003, will be
reclassified from accumulated other comprehensive income as a reduction to
earnings over the next 12 months. When our derivative financial instruments are
settled, the related amount in accumulated other comprehensive income is
recorded in the income statement in operating revenues, cost of natural gas and
other products, or interest and debt expense, depending on the item being
hedged. The effect of reclassifying these amounts to the income statement line
items is recording our earnings for the period at the "hedged price" under the
derivative financial instruments.

In July 2003, to achieve a better mix of fixed rate debt and variable rate
debt, we entered into an eight-year interest rate swap agreement to provide for
a floating interest rate on $250 million out of $480 million of our 8 1/2%
senior subordinated notes due 2011. With this swap agreement, we pay the
counterparty a LIBOR based interest rate plus a spread of 4.20% (which rate was
1.55% at December 31, 2003) and receive a fixed rate of 8 1/2%. We are
accounting for this derivative as a fair value hedge under SFAS No. 133. As of
December 31, 2003, the fair value of the interest rate swap was a liability
included in non-current liabilities of approximately $7.4 million and the fair
value of the hedged debt decreased by the same amount.

The counterparties for our San Juan hedging activities are J. Aron and
Company, an affiliate of Goldman Sachs, and UBS Warburg. We do not require
collateral and do not anticipate non-performance by these counterparties.
Through June 2003, the counterparty for our GulfTerra Alabama Intrastate
operations was El Paso Merchant Energy. Beginning in August 2003, the
counterparty is UBS Warburg, and we do not require collateral or anticipate
non-performance by this counterparty. The counterparty for our NGL hedging
activities for the Indian Basin and Chaco plants is J. Aron and Company, an
affiliate of Goldman Sachs. We do not require collateral and do not anticipate
non-performance by this counterparty. The counterparty for Poseidon's hedging
activity is Credit Lyonnais. Poseidon does not require collateral and does not
anticipate non-performance by this counterparty. Wachovia Bank is our
counterparty on our interest rate swap on the 8 1/2% notes, and we do not
require collateral or anticipate non-performance by this counterparty.

281

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. SUPPLEMENTAL DISCLOSURES TO THE STATEMENTS OF CASH FLOWS

Cash paid for interest, net of amounts capitalized were as follows:

Noncash investing and financing activities excluded from the consolidated
statements of cash flows were as follows:

14. MAJOR CUSTOMERS

The percentage of our revenue from major customers was as follows:

The 2003 major customers are a result of our San Juan asset acquisition in
November 2002. Also, during 2003 we decreased our activities with affiliates of
El Paso Corporation, including replacing all our month-to-month arrangements
that were previously with El Paso Merchant Energy with similar arrangements with
third parties. The 2002 percentage increase in revenue from El Paso Merchant
Energy North America Company and El Paso Field Services is primarily due to our
EPN Holding acquisition completed in 2002.

282

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15. BUSINESS SEGMENT INFORMATION:

Each of our segments are business units that offer different services and
products that are managed separately since each segment requires different
technology and marketing strategies and we have segregated our business
activities into four distinct operating segments:

- Natural gas pipelines and plants;

- Oil and NGL logistics;

- Natural gas storage; and

- Platform services.

The accounting policies of the individual segments are the same as those
described in Note 1. We record intersegment revenues at rates that approximate
market.

We use performance cash flows (which we formerly referred to as EBITDA) to
evaluate the performance of our segments, determine how resources will be
allocated and develop strategic plans. We define performance cash flows as
earnings before interest, income taxes, depreciation and amortization and other
adjustments. Historically our lenders and equity investors have viewed our
performance cash flows measure as an indication of our ability to generate
sufficient cash to meet debt obligations or to pay distributions, we believe
that there has been a shift in investors' evaluation regarding investments in
MLPs and they now put as much focus on the performance of an MLP investment as
they do its ability to pay distributions. For that reason, we disclose
performance cash flows as a measure of our segment's performance. We believe
performance cash flows is also useful to our investors because it allows them to
evaluate the effectiveness of our business segments from an operational
perspective, exclusive of the costs to finance those activities, income taxes
and depreciation and amortization, none of which are directly relevant to the
efficiency of those operations. This measurement may not be comparable to
measurements used by other companies and should not be used as a substitute for
net income or other performance measures.

283

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Our operating results and financial position reflect the acquisitions of
the San Juan assets in November 2002, the EPN Holding assets in April 2002, the
Chaco plant and the remaining 50 percent interest we did not already own in
Deepwater Holdings in October 2001 and GTM Texas in February 2001. The
acquisitions were accounted for as purchases and therefore operating results of
these acquired entities are included prospectively from the purchase date. The
following are results as of and for the periods ended December 31:

- ---------------

(1) Represents predominately our oil and natural gas production activities as
well as intersegment eliminations. Our intersegment revenues, along with our
intersegment operating expenses, consist of normal course of business-type
transactions between our operating segments. We record an intersegment
revenue elimination, which is the only elimination included in the
"Non-Segment Activity" column, to remove intersegment transactions.

(2) The revenue amount for our Oil and NGL Logistics segment has been reduced by
$10.5 million to reflect the reclassification of Typhoon Oil Pipeline's cost
of sales and other products. See Note 1, Summary of Significant Accounting
Policies, for a further discussion.

284

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation of our segment performance cash flows to our net income is
as follows:

285

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. GUARANTOR FINANCIAL INFORMATION

In May 2001, we purchased our general partner's 1.01 percent non-managing
interest owned in twelve of our subsidiaries for $8 million. As a result of this
acquisition, all our subsidiaries, but not our equity investees, are wholly
owned by us. As of December 31, 2003, our credit facility is guaranteed by each
of our subsidiaries, excluding our unrestricted subsidiaries (Arizona Gas
Storage, L.L.C. and GulfTerra Arizona Gas, L.L.C.), and is collateralized by
substantially all of our assets. In addition, all of our senior notes and senior
subordinated notes are jointly, severally, fully and unconditionally guaranteed
by us and all our subsidiaries, excluding our unrestricted subsidiaries. As of
December 31, 2002, our revolving credit facility, GulfTerra Holding term credit
facility, senior secured term loan and senior secured acquisition term loan are
guaranteed by each of our subsidiaries, excluding our unrestricted subsidiaries
(Matagorda Island Area Gathering System, Arizona Gas Storage, L.L.C. and
GulfTerra Arizona Gas, L.L.C.), and are collateralized by our general and
administrative services agreement, substantially all of our assets, and our
general partner's one percent general partner interest. In addition, as of
December 31, 2002, all of our senior subordinated notes are jointly, severally,
fully and unconditionally guaranteed by us and all our subsidiaries excluding
our unrestricted subsidiaries. The consolidating eliminations column on our
condensed consolidating balance sheets below eliminates our investment in
consolidated subsidiaries, intercompany payables and receivables and other
transactions between subsidiaries. The consolidating eliminations column in our
condensed consolidating statements of income and cash flows eliminates earnings
from our consolidated affiliates.

Non-guarantor subsidiaries for the year ended December 31, 2003, consisted
of our unrestricted subsidiaries (Arizona Gas Storage, L.L.C. and GulfTerra
Arizona Gas, L.L.C.). Non-guarantor subsidiaries for the year ended December 31,
2002, consisted of Argo and Argo I for the quarter ended March 31, 2002, our
GulfTerra Holding (then known as EPN Holding) subsidiaries, which owned the EPN
Holding assets and equity interests in GulfTerra Holding (then known as EPN
Holding), for the quarters ended June 30, 2002 and September 30, 2002, and our
unrestricted subsidiaries for the quarter ended December 31, 2002. Non-guarantor
subsidiaries for all other periods consisted of Argo and Argo I which owned the
Prince TLP. As a result of our disposal of the Prince TLP and our related
overriding royalty interest in April 2002, the results of operations and net
book value of these assets are reflected as discontinued operations in our
statements of income and assets held for sale in our balance sheets and Argo and
Argo I became guarantor subsidiaries.

286

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2003

287

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2002

- ---------------

(1) Non-guarantor subsidiaries consisted of Argo and Argo I for the quarter
ended March 31, 2002; EPN Holding subsidiaries for the quarters ended June
30, 2002 and September 30, 2002; and our unrestricted subsidiaries for the
quarter ended December 31, 2002.

288

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2001

- ---------------

(1) Non-guarantor subsidiaries consist of Argo and Argo I, which were formed in
August 2000.

289

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2003

290

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2002

- ---------------

(1) Non-guarantor subsidiaries consisted of Argo and Argo I for the quarter
ended March 31, 2002; EPN Holding subsidiaries for the quarters ended June
30, 2002 and September 30, 2002; and our unrestricted subsidiaries for the
quarter ended December 31, 2002.

291

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
YEAR ENDED DECEMBER 31, 2003

292

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
YEAR ENDED DECEMBER 31, 2002

- ---------------

(1) Non-guarantor subsidiaries consisted of Argo and Argo I for the quarter
ended March 31, 2002; EPN Holding subsidiaries for the quarters ended June
30, 2002 and September 30, 2002; and our unrestricted subsidiaries for the
quarter ended December 31, 2002.
293

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
YEAR ENDED DECEMBER 31, 2001

- ---------------

(1) Non-guarantor subsidiaries consist of Argo and Argo I, which were formed in
August 2000.

294

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

17. SUPPLEMENTAL OIL AND NATURAL GAS INFORMATION (UNAUDITED):

General

This footnote discusses our oil and natural gas production activities for
the year 2001. The years 2003 and 2002 are not presented since these operations
are not a significant part of our business as defined by SFAS No. 69,
Disclosures About Oil and Gas Producing Activities, and we do not expect it to
become significant in the future.

Oil and Natural Gas Reserves

The following table represents our net interest in estimated quantities of
proved developed and proved undeveloped reserves of crude oil, condensate and
natural gas and changes in such quantities at year end 2001. Estimates of our
reserves at December 31, 2001 have been made by the independent engineering
consulting firm, Netherland, Sewell & Associates, Inc. except for the Prince
Field for 2001, which was prepared by El Paso Production Company, our affiliate
and operator of the Prince Field. Net proved reserves are the estimated
quantities of crude oil and natural gas which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions. Our policy is
to recognize proved reserves only when economic producibility is supported by
actual production. As a result, no proved reserves were booked with respect to
any of our producing fields in the absence of actual production. Proved
developed reserves are proved reserve volumes that can be expected to be
recovered through existing wells with existing equipment and operating methods.
Proved undeveloped reserves are proved reserve volumes that are expected to be
recovered from new wells on undrilled acreage or from existing wells where a
significant expenditure is required for recompletion. Reference Rules
4-10(a)(2)(i), (ii), (iii), (3) and (4) of Regulation S-X, for detailed
definitions of proved reserves, which can be found at the SEC's website,
http://www.sec.gov/divisions/corpfin/forms/regsx.htm#gas.

Estimates of reserve quantities are based on sound geological and
engineering principles, but, by their very nature, are still estimates that are
subject to substantial upward or downward revision as additional information
regarding producing fields and technology becomes available.

- ---------------

(1) Includes our overriding royalty interest in proved reserves on Garden Banks
Block 73 and the Prince Field.

(2) Includes our overriding royalty interest in proved reserves of 1,341 MBbls
of oil and 1,659 MMcf of natural gas on our Prince Field, which began
production in 2001. These reserves were not included in proved reserves
prior to 2001 because, consistent with our policy, economic producibility
had not been supported by actual production. Also, we had increases in
estimated proved reserves relating to our producing properties, primarily at
our West Delta 35 field. Actual production in the Prince Field for 2001 was
37 MBbls of oil and 32 MMcf of natural gas.

295

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following are estimates of our total proved developed and proved
undeveloped reserves of oil and natural gas by producing property as of December
31, 2001.

In general, estimates of economically recoverable oil and natural gas
reserves and of the future net revenue therefrom are based upon a number of
variable factors and assumptions, such as historical production from the subject
properties, the assumed effects of regulation by governmental agencies and
assumptions concerning future oil and natural gas prices, future operating costs
and future plugging and abandonment costs, all of which may vary considerably
from actual results. All such estimates are to some degree speculative, and
classifications of reserves are only attempts to define the degree of
speculation involved. For these reasons, estimates of the economically
recoverable oil and natural gas reserves attributable to any particular group of
properties, classifications of such reserves based on risk of recovery and
estimates of the future net revenue expected therefrom, prepared by different
engineers or by the same engineers at different times, may vary substantially.
The meaningfulness of such estimates is highly dependent upon the assumptions
upon which they are based.

Estimates with respect to proved undeveloped reserves that may be developed
and produced in the future are often based upon volumetric calculations and upon
analogy to similar types of reserves rather than upon actual production history.
Estimates based on these methods are generally less reliable than those based on
actual production history. Subsequent evaluation of the same reserves based upon
production history will result in variations, which may be substantial, in the
estimated reserves. A significant portion of our reserves is based upon
volumetric calculations.

Future Net Cash Flows

The standardized measure of discounted future net cash flows relating to
our proved oil and natural gas reserves is calculated and presented in
accordance with SFAS No. 69. Accordingly, future cash inflows were determined by
applying year-end oil and natural gas prices, as adjusted for fixed price
contracts in effect, to our estimated share of future production from proved oil
and natural gas reserves. The average prices utilized in the calculation of the
standardized measure of discounted future net cash flows at December 31, 2001,
were $16.75 per barrel of oil and $2.62 per Mcf of natural gas. Actual future
prices and costs may be materially higher or lower. Future production and
development costs were computed by applying year-end costs to future years. As
we are not a taxable entity, no future income taxes were provided. A prescribed
10 percent discount factor was applied to the future net cash flows.

In our opinion, this standardized measure is not a representative measure
of fair market value, and the standardized measure presented for our proved oil
and natural gas reserves is not representative of the reserve value. The
standardized measure is intended only to assist financial statement users in
making comparisons between companies. In the table following, the amounts of
future production costs have been restated to

296

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

include platform access fees paid to our platform segment. See note 2 to the
table for further discussion of the impact of such fees on our consolidated
standardized measure of discounted future net cash flows.

- ---------------

(1) Our future cash inflows include estimated future receipts from our
overriding royalty interest in our Prince Field and Garden Banks Block 73.
Since these are overriding royalty interests, we do not participate in the
production or development costs for these fields, but do include their
proved reserves, production volumes and future cash inflows in our data.

(2) Our future production costs include platform access fees paid by our oil and
natural gas production business to affiliated entities included in our
platform services segment. Such platform access fees are eliminated in our
consolidated financial statements. The future platform access fees paid to
our platform segment were $4,960 for 2001. On a consolidated basis, our
standardized measure of discounted future net cash flows was $43,789 for
2001.

Estimated future net cash flows for proved developed and proved undeveloped
reserves as of December 31, 2001, are as follows:

The following are the principal sources of change in the standardized
measure:

297

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Development, Exploration, and Acquisition Expenditures

The following table details certain information regarding costs incurred in
our development, exploration, and acquisition activities during the year ended
December 31:

In the year presented, we elected not to incur any costs to develop our
proved undeveloped reserves.

Capitalized Costs

Capitalized costs relating to our natural gas and oil producing activities
and related accumulated depreciation, depletion and amortization were as follows
as of December 31:

Results of operations

Results of operations from producing activities were as follows at December
31:

- ---------------

(1) These production costs include platform access fees paid to affiliated
entities included in our platform services segment. Such platform access
fees, which were approximately $10 million in the year presented, are
eliminated in our consolidated financial statements.

298

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

18. SUPPLEMENTAL QUARTERLY FINANCIAL INFORMATION:

- ---------------

(1) Since November 2002, when we acquired the Typhoon Oil Pipeline, we have
recognized revenue attributable to it using the "gross" method, which means
we record as "revenues" all oil that we purchase from our customers at an
index price less an amount that compensates us for our service and we record
as "cost of oil" that same oil which we resell to those customers at the
index price. We believe that a "net" presentation is more appropriate than a
"gross" presentation and is consistent with how we evaluate the performance
of the Typhoon Oil Pipeline. Based on our review of the accounting
literature, we believe that generally accepted accounting principles permit
us to use the "net" method, and accordingly we have presented the results of
Typhoon Oil "net" for all periods. To reflect this reclassification,
operating revenues have been reduced by $48.8 million, $73.1 million and
$69.8 million for the quarters ended March 31, June 30 and September 30 of
2003. This change does not affect operating income or net income.

(2) As a result of the loss allocated to our common unitholders during the
quarter ended December 31, 2003, the basic and diluted earnings per common
units are the same.

299

GULFTERRA ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

- ------------------

(1) Operating revenues for the quarter ended December 31, 2002, have been
reduced by $10.5 million to reflect the reclassification of Typhoon Oil
Pipeline's cost of oil.

300

REPORT OF INDEPENDENT AUDITORS

To the Unitholders of GulfTerra Energy Partners, L.P.
and the Board of Directors and Stockholders of
GulfTerra Energy Company, L.L.C., as General Partner:

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, comprehensive income and changes in
accumulated other comprehensive income (loss), partners' capital and cash flows
present fairly, in all material respects, the financial position of GulfTerra
Energy Partners, L.P. and its subsidiaries (the "Partnership") at December 31,
2003 and 2002, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership'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.

As discussed in Note 2 to the consolidated financial statements, the
Partnership has entered into a definitive agreement to merge with Enterprise
Products Partners L.P.

As discussed in Note 1 to the consolidated financial statements, the
Partnership changed its method of accounting for asset retirement obligations
and its reporting for gains or losses resulting from the extinguishment of debt
effective January 1, 2003.

As discussed in Note 1 to the consolidated financial statements, the
Partnership changed its method of accounting for the impairment or disposal of
long lived assets effective January 1, 2002.

/s/ PricewaterhouseCoopers LLP

Houston, Texas
March 12, 2004

301

EL PASO CORPORATION

EXHIBIT LIST
DECEMBER 31, 2003

Each exhibit identified below is filed as part of this report. Exhibits not
incorporated by reference to a prior filing are designated by an "*"; all
exhibits not so designated are incorporated herein by reference to a prior
filing as indicated. Exhibits designated with a "+" constitute a management
contract or compensatory plan or arrangement required to be filed as an exhibit
to this report pursuant to Item 14(c) of Form 10-K.

302

303

304

305

306

307

308

UNDERTAKING

We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph
(4)(iii) to furnish to the Securities and Exchange Commission upon request all
constituent instruments defining the rights of holders of our long-term debt and
our consolidated subsidiaries not filed herewith for the reason that the total
amount of securities authorized under any of such instruments does not exceed 10
percent of our total consolidated assets.

309

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, El Paso Corporation has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
on the 30th day of September 2004.

EL PASO CORPORATION
Registrant

By /s/ DOUGLAS FOSHEE
------------------------------------
Douglas L. Foshee
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
El Paso Corporation and in the capacities and on the dates indicated:

310

311

EXHIBIT INDEX
DECEMBER 31, 2003

Each exhibit identified below is filed as part of this report. Exhibits not
incorporated by reference to a prior filing are designated by an "*"; all
exhibits not so designated are incorporated herein by reference to a prior
filing as indicated. Exhibits designated with a "+" constitute a management
contract or compensatory plan or arrangement required to be filed as an exhibit
to this report pursuant to Item 14(c) of Form 10-K.