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El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N)) News Release - 13-Aug-2003

El Paso Corporation Reports Second Quarter 2003 Results

HOUSTON, Aug. 13 /PRNewswire-FirstCall/ -- El Paso Corporation (NYSE: EP) today reported results for the second quarter of 2003 and updated its progress on its 2003 operational and financial plan.

    Highlights

     -- The company announced that Douglas L. Foshee will become the new
        president and chief executive officer, effective September 2, 2003.
     -- Year-to-date cash flow from operations increased to $1 billion from
        $527 million in the first half of 2002.
     -- During the first six months of 2003, El Paso reduced its consolidated
        obligations senior to common stock by $1.5 billion, net of non-
        recourse project finance debt.
     -- The company continued to make progress on its asset sale program with
        approximately $2.7 billion (78 percent) of sales completed or
        announced against its 2003 goal of $3.4 billion.
     -- The company continues to make substantial progress in its
        restructuring efforts by exiting non-strategic businesses, which will
        allow El Paso to focus on the future growth of its core businesses.
     -- El Paso completed a number of important financings and extended its
        near-term debt maturities.
     -- The company executed definitive settlement agreements associated with
        the western energy crisis.
     -- The company completed its announced Clean Slate Initiative, which
        resulted in the identification of approximately $445 million of cost
        savings and business efficiencies that will be phased in by the end of
        2004.
     -- While the pipeline, production, midstream, and power businesses
        achieved good second quarter results, financial results for energy
        trading were below expectations.  The company is continuing its
        progress towards the liquidation of its trading book.

    Financial Results

El Paso implemented two important strategic initiatives during the second quarter that affected financial results. As previously announced, El Paso's petroleum business was moved to discontinued operations as a result of the decision to exit that business within the next 12 months. In accordance with Generally Accepted Accounting Principles (GAAP), prior periods have been restated (with no impact to net income) to classify petroleum as a discontinued operation. In addition, as part of the company's efforts to simplify its balance sheet, El Paso purchased the equity interests of Gemstone and Electron for a total of $225 million in the second quarter, and the associated assets and debt were consolidated accordingly. Because the Electron acquisition process began in the first quarter, GAAP required that first quarter 2003 results be restated (with no impact to net income) to reflect the consolidation of the Electron assets as of January 1, 2003.


     Second Quarter Results                             Quarter Ended June 30
     (In millions, except per share amounts)             2003           2002
     GAAP net loss                                   $ (1,188)          $(45)
     Discontinued operations, net of income taxes         916            116
     Cumulative effect of accounting changes               --            (14)
     GAAP income (loss) from continuing operations      $(272)           $57
     Significant items from continuing
      operations, net of tax                              264
                                                          226
     Pro forma net income (loss)                         $ (8)          $283

     GAAP loss per share-diluted                     $  (1.99)        $ (.08)
     Discontinued Operations                             1.54            .22
     Cumulative effect of accounting changes               --           (.03)
     GAAP earnings (loss) from continuing
      operations per share-diluted                     $ (.45)          $.11
     Significant items from continuing operations         .44            .42
     Pro forma earnings (loss) per share-diluted        $(.01)          $.53


                            SECOND QUARTER RESULTS

El Paso reported a net loss of $1.2 billion, or $1.99 per diluted share, for the second quarter of 2003 compared with a loss of $45 million, or $.08 per diluted share, in the second quarter of 2002. On a pro forma basis, the company had a second quarter 2003 loss of $8 million, or $0.01 per diluted share, compared with earnings of $283 million, or $.53 per diluted share, in the second quarter of 2002. Second quarter 2003 results for discontinued operations include an $836-million after-tax, or $1.40 per share, impairment of its petroleum business, primarily related to the decision to sell the Aruba refinery. Second quarter 2003 significant items affecting continuing operations totaled $264 million, or $.44 per diluted share, mostly attributable to an impairment of telecom assets and the western energy settlement. Last year's second quarter results included significant items totaling $226 million, or $.42 per diluted share, primarily for ceiling test charges on Canadian and other international natural gas and oil properties and restructuring costs. A complete schedule of significant items is attached to this release.

While not listed as significant items, two additional items negatively impacted second quarter 2003 results. An increase in the value of the Euro against the dollar affected the unhedged portion of El Paso's Euro-denominated debt, causing an additional $46 million of pre-tax corporate expense ($35 million after-tax, or $.06 per diluted share). Also, the early repayment of a $1.2-billion secured loan caused an additional $37 million of pre-tax corporate expense ($28 million after-tax, or $.05 per diluted share). This repayment results in annual interest expense savings of $24 million.

El Paso reported strong cash flow from operating activities for the first six months of 2003 of $1.0 billion. The company generated $527 million of cash flow from operating activities during the same period last year.

"Although this has been a difficult year for El Paso shareholders, we believe that the actions we are taking will position us for further debt reduction and earnings growth in 2004," said Ronald L. Kuehn, Jr., chairman and chief executive officer of El Paso Corporation. "We are making steady progress on our asset sale program, simplifying our balance sheet, reducing our total obligations senior to common stock, and continuing the liquidation of our trading book. All of these are important components of our concerted efforts to strengthen the company."


                        SECOND QUARTER SEGMENT RESULTS

    Pipeline Group

The Pipeline Group's second quarter reported EBIT was $145 million compared with reported EBIT of $323 million during the second quarter of 2002. Second quarter 2003 results include $154 million of charges primarily related to the western energy settlement and related expenses. After adjusting for significant items, second quarter 2003 pro forma EBIT was $299 million compared with $324 million for the same 2002 period. The decline is due to the sale of Colorado Interstate Gas Company's production properties in July 2002, the sale of ANR Pipeline's ownership in the Alliance pipeline system in November 2002, and lower revenues on the El Paso Natural Gas pipeline system. These factors were partially offset by the reactivation of the Elba Island LNG facility and new expansion projects, including Southern Natural Gas Company's South System I expansion.

El Paso's Pipeline Group continues with its active expansion program. In May, Cheyenne Plains Gas Pipeline Company filed an application with the Federal Energy Regulatory Commission seeking approval to construct, own, and operate a new, 560-thousand dekatherm per day (MDth/d) interstate pipeline to transport natural gas from the Rockies to markets in the Mid-continent. The pipeline is scheduled to be in-service by mid-2005. In June, Tennessee Gas Pipeline Company announced the completion of construction and the beginning of service on its Can-East Project that extends its system in northern Pennsylvania to Leidy, Pennsylvania. Tennessee also placed its South Texas Expansion Project into service on August 1, 2003. The project connects Tennessee's existing South Texas system in Hidalgo County to Gasoducto del Rio, a new natural gas pipeline in northern Mexico.

     Pipeline Group Results                       Second Quarter Ended June 30
     (In millions)                                     2003           2002
     GAAP Operating Income                             $112 $277
     Equity and Other Income                             33             46
     Reported EBIT                                     $145 $323
     Significant items(1)                               154              1
     Pro forma EBIT                                    $299 $324

     Total throughput (BBtu/d)                       19,007         19,080

     (1) Significant items: Principally western energy settlement and related
         expenses (2003); restructuring costs (2002).

    Production

Production's reported EBIT for the second quarter 2003 was $168 million versus $7 million during the second quarter of 2002. Reported results for 2002 included a $234-million ceiling test charge associated primarily with Canadian and other international natural gas and oil properties. Second quarter equivalent production declined 25 percent due largely to sales of proved reserves since early 2002. The realized price for natural gas, net of hedges, rose to $4.06 per thousand cubic feet (Mcf) in 2003 from $3.45 per Mcf in 2002, while the realized price for oil, condensate, and liquids, net of hedges, rose to $25.15 from $22.14 per barrel (Bbl). Total per-unit costs increased to an average of $2.69 per thousand cubic feet equivalent (Mcfe) in the second quarter 2003 compared with $1.92 per Mcfe during the same 2002 period. The per-unit costs were affected by a higher depletion rate resulting from higher finding and development costs experienced over the last year and the sale of reserves that have decreased the company's reserve base. In addition, the per-unit costs were affected by increased corporate expense allocations on lower equivalent production and tax credits taken in 2002 for qualified natural gas wells.

The company has hedged approximately 108 trillion British thermal units (TBtu) of its remaining expected 2003 natural gas production at a NYMEX price of $3.45 per million British thermal unit (MMBtu) or $3.65 per Mcf. For 2004, El Paso has hedged approximately 75 TBtu of its natural gas production at a NYMEX price of $2.55 per MMBtu or $2.70 per Mcf. The company expects that its 2003 realized price for natural gas will be approximately $.50 less than the NYMEX spot price due to transportation costs and regional price differentials.

El Paso's exploration program has delivered good results so far this year, particularly in the deep shelf Gulf of Mexico and Brazil. The company has been successful on eight of 11 deep-shelf exploration wells. These discoveries have resulted in approximately 130 billion cubic feet equivalent (Bcfe) of proved reserves, with another 50 Bcfe of probable reserves identified. These discoveries will add an estimated 185 million cubic feet equivalent per day (MMcfe/d) of production, net to El Paso's interest. To date, only one well has been placed on stream for 20 MMcfe/d. Offshore Brazil, El Paso has made two discoveries in the Camamu Basin and the Santos Basin that are adding an initial 256 Bcfe of proved reserves with another 374 Bcfe of probable reserves that could be added with additional drilling and testing.

    While El Paso's exploration and development drilling programs have yielded
good results this year, delays in connecting new wells, the loss of production
from existing Gulf of Mexico and South Texas wells, and a faster than
anticipated decline of base production have caused reduced expectations for
2003 production.  The company now believes that its full year 2003 production
will be between 450 and 470 Bcfe, approximately 85 percent of which is natural
gas.

     Production Results                           Second Quarter Ended June 30
     (In millions)                                      2003           2002
     GAAP Operating Income                              $164 $5
     Equity and Other Income                               4              2
     Reported EBIT                                       168              7
     Significant items(1)                                  1            234
     Pro forma EBIT                                     $169 $241


     Natural gas sales volumes (MMcf)                 96,857        120,020
     Oil, condensate and liquids sales volumes (MBbls) 2,644          4,966
     Total equivalent sales volumes (MMcfe)          112,723        149,816
     Weighted average realized prices:
     Natural gas ($/Mcf)                               $4.06 $3.45
     Oil, condensate and liquids ($/Bbl)              $25.15 $22.14

     (1) Significant items: Restructuring costs and Canadian intangible
         impairment offset by an asset sale gain (2003); ceiling test charges
         on Canadian and other international natural gas and oil properties
         (2002).

    Field Services

Field Services reported an EBIT loss of $54 million for the second quarter 2003 compared with income of $54 million during the second quarter of 2002. Reported results for 2003 include an $80-million impairment of a joint venture interest in the Dauphin Island pipeline system, Mobile Bay gas processing plant and related assets plus $3 million of restructuring costs offset by $6 million of asset sale gains. Quarterly results for 2002 included a $10-million asset sale gain. Second quarter 2003 pro forma EBIT was lower than 2002 levels, primarily due to the sale of approximately $1 billion of midstream assets in the past year to GulfTerra Energy Partners (NYSE: GTM) and other third parties. As a result of these asset sales, El Paso's remaining midstream business is largely comprised of certain gas processing plants and its interest in GulfTerra.

The earnings contribution from GulfTerra increased to $42 million this quarter from $18 million during the second quarter of 2002. GulfTerra had a very successful second quarter due to significant contributions from the onshore San Juan and Permian Basin assets and the offshore Viosca Knoll pipeline and Falcon Nest platform and pipeline. Cash distributions from GulfTerra totaled $31 million during the quarter compared with $19 million in the second quarter of 2002.

The decrease in gathering and transportation volumes from prior-year levels is due to asset sales. Processing margins were reduced during the quarter due to higher gas prices and reduced petrochemical and refinery demand for natural gas liquids.


     Field Services Results                       Second Quarter Ended June 30
     (In millions)                                      2003           2002
     GAAP Operating Income (loss)                       $(16)          $ 36
     Equity and Other Income (expense)                   (38)            18
     Reported EBIT (loss)                                (54)            54
     Significant items(1)                                 77            (9)
     Pro forma EBIT                                     $ 23 $ 45

     Gathering and transportation volumes (BBtu/d)       444          2,265
     Weighted average gathering and
      transportation rate ($/MMBtu)                     $.18           $.20
     Total processing volumes (Inlet BBtu/d)           3,202          3,956
     Weighted average processing margins ($/MMBtu)      $.08           $.11
     Total NGL production (Bbl/d)                     91,818        181,718

     (1) Significant items:  Joint venture impairment and restructuring costs,
         offset by a net asset sales gain (2003); gain on an asset sale
         (2002).

    Merchant Energy

The Merchant Energy Group, consisting of domestic and international power, LNG, and energy trading, reported second quarter 2003 EBIT of $76 million compared with $123 million in the prior-year period. Significant items for 2003 include an $18-million reduction in the estimated western energy settlement liability, net of related expenses, plus offsetting net asset sale gains, impairments and restructuring costs, while 2002 results included $11 million for restructuring costs.

El Paso's power business had pro forma second quarter EBIT of $169 million versus $213 million in 2002. Second quarter results reflect the consolidation of earnings from Electron, which earned $70 million during the period compared with $78 million last year, including $46 million of management fees earned in 2002. EBIT from the Gemstone investment consolidated in April 2003 increased by $33 million for the quarter compared with last year. Also contributing to 2003 results was higher income from domestic power assets. Last year's results also benefited from the $90-million gain from a buyout of a power contract in El Salvador.

Trading operations had a second quarter pro forma EBIT loss of $95 million compared with a $132-million EBIT loss in the same 2002 period. Several factors contributed to the second quarter 2003 loss. A lower spread between natural gas prices and power prices at quarter end caused a $31-million mark-to-market loss on a power tolling arrangement in the Midwest. El Paso also incurred approximately $15 million of demand charges for transportation and storage contracts that were not fully utilized due to decreased activity as the company continues to exit trading and focus on conserving cash. The remainder of the losses came primarily from general and administrative expenses, including $12 million of accretion for the western energy settlement liability.

LNG and Other had a pro forma EBIT loss of $17 million in the second quarter of 2003 versus income of $53 million last year. The decrease was primarily due to mark-to-market income from the execution of the Snovhit LNG supply contract in 2002 and mark-to-market losses on LNG supply contracts in 2003.

El Paso continues to show consistent progress in exiting the trading business. Since the beginning of the year through June 30, 2003, forward contract positions have declined 40 percent, including the liquidation of its European trading portfolio and its coal, currency, and interest rate books. In addition, the company's transportation capacity has declined 57 percent, and storage capacity has declined 78 percent. The company also continues to pursue the sale of its domestic power facilities and LNG supply contracts.

     Merchant Energy Results                      Second Quarter Ended June 30
     (In millions)                                      2003           2002
     GAAP Operating Income (Loss)                       $(46)          $ 36
     Equity and Other Income                             122             87
     Reported EBIT                                      $ 76 $123
     Significant items(1)                                (19)            11
     Pro forma EBIT                                     $ 57 $134

     (1) Significant items:  western energy settlement liability and related
         expenses plus offsetting net asset sale gains, impairments and
         restructuring costs (2003); restructuring costs (2002).

Detailed operating statistics for each of El Paso's businesses are available at www.elpaso.com in the Investors section.

                               INTEREST EXPENSE

Interest expense on outstanding debt and preferred interests of consolidated subsidiaries (which includes payments on financings such as preferred securities and Clydesdale) increased to $479 million in the second quarter of 2003 versus $347 million in the prior year. The increase is due to higher average debt balances in 2003 and the consolidation of Electron, Gemstone, and the Lakeside operating lease.

     Interest Expense and Return on Preferred
      Interests of Consolidated Subsidiaries     Second Quarter Ended June 30
     (In millions)                                    2003           2002
     Interest expense                                 $463 $304
     Return on preferred interests of
      consolidated subsidiaries                         16             43
     Total expense                                    $479 $347

                                   OUTLOOK

El Paso has created a Board-level Long Range Planning Committee, which is preparing a course of action to optimize and streamline the company's core natural gas businesses, achieve improved earnings and additional debt reduction, and generate free cash flow. The plan will undergo further review by Douglas L. Foshee after he becomes El Paso's president and chief executive officer on September 2, 2003.

On a reported basis for 2003, El Paso expects to realize a loss of approximately $2.35 to $2.65 per diluted share. This forecast assumes that discontinued operations will break even for the rest of the year and that there will not be any additional significant items. El Paso now expects to achieve pro forma earnings per diluted share for continuing operations for 2003 of approximately $.15 to $.45. This is based primarily on lower natural gas and oil production and current natural gas prices, the movement of petroleum to discontinued operations and greater-than-expected trading losses.

                               LIQUIDITY UPDATE

    As of July 31, 2003, El Paso had $3.0 billion of available cash and lines
of credit as detailed below.

     Sources
      (in billions)
     Available cash                                      $1.5
     2-year bank facility                                 3.0
     Multi-year bank facility                             1.0
      Subtotal sources                                   $5.5
     Uses
     2-year bank facility                                $1.5
     2-year facility letters of credit                    1.0
     Multi-year bank facility                              --
     Multi-year facility letters of credit                 --
      Subtotal uses                                      $2.5
     Net available cash and lines of credit              $3.0

As of June 30, 2003, El Paso had $1.8 billion of total cash, $1.4 billion of which was readily available. El Paso's multi-year bank facility expired on August 4, 2003, and was not renewed in accordance with its previously announced financing plans.

                  DISCLOSURE OF NON-GAAP FINANCIAL MEASURES

The SEC's Regulation G applies to any public disclosure or release of material information that includes a non-GAAP financial measure. In the event of such a disclosure or release, Regulation G requires (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. The required presentations and reconciliations are provided herein and will also be maintained on El Paso's Web site at www.elpaso.com in the Investors section.

El Paso uses the non-GAAP financial measure "earnings before interest expense and income taxes" or "EBIT" to assess the operating results and effectiveness of the company and its business segments. The company defines EBIT as net income (loss) adjusted for (i) items that do not impact its 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. The company excludes interest and debt expense and distributions on preferred interests of consolidated subsidiaries so that investors may evaluate the company's operating results without regard to its financing methods or capital structure. El Paso's business operations consist of both consolidated businesses as well as substantial investments in unconsolidated affiliates. As a result, the company believes that EBIT, which includes the results of both these consolidated and unconsolidated operations, is useful to its investors because it allows them to more effectively evaluate the performance of all El Paso's businesses and investments.

The company also uses the following non-GAAP financial measures to analyze its ongoing operating results and business segments and to monitor, assess, and identify meaningful trends in its operating and financial performance:

     -- "pro forma net income (loss)";
     -- "pro forma earnings (loss) per share-diluted"; and
     -- "pro forma earnings before interest and income taxes" or
        "pro forma EBIT."

These measures reflect adjustments to GAAP net income (loss), GAAP earnings (loss) per share-diluted, and EBIT, respectfully, for significant items specified herein and in the attached schedule that management believes are unusual due to their nature or infrequency. El Paso believes that pro forma net income (loss), pro forma earnings (loss) per share-diluted and pro forma EBIT measurements are useful to investors because they reflect adjustments for significant items that are unusual due to their nature or infrequency, thereby permitting a meaningful comparison of the company's financial and operating performance between periods and providing important information regarding performance trends.

El Paso believes that the non-GAAP financial measures described above are also useful to investors because these measurements are used by many companies in the industry as a measurement of operating and financial performance and are commonly employed by financial analysts and others to evaluate the operating and financial performance of the company and business segments and to compare the operating and financial performance of the company and business segments with the performance of other companies within the industry.

These non-GAAP financial measures may not be comparable to similarly titled measurements used by other companies and should not be used as a substitute for net income, earnings per share or other GAAP operating measurements.

CONFERENCE CALL REMINDER; SLIDES TO BE AVAILABLE ON WEB SITE

El Paso Corporation has scheduled a live webcast to discuss its financial results today at 10:00 a.m. Eastern Daylight Time, 9:00 a.m. Central Daylight Time, which may be accessed online through El Paso's Web site at www.elpaso.com in the Investors section. A limited number of telephone lines will also be available to participants by dialing (973) 935-8506 ten minutes prior to the start of the webcast.

During the webcast, management will refer to slides that will be posted on the Web site. The slides will be available 30 minutes before the webcast and can be accessed in the Investors section.

The webcast replay will be available online through the Web site in the Investors section. A telephone audio replay will be also available through August 20, 2003 by dialing (973) 341-3080 (access code 4069279).

El Paso Corporation is the leading provider of natural gas services and the largest pipeline company in North America. The company has core businesses in pipelines, production, and midstream services. Rich in assets, El Paso is committed to developing and delivering new energy supplies and to meeting the growing demand for new energy infrastructure. For more information, visit www.elpaso.com.

Cautionary Statement Regarding Forward-Looking Statements

This release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The company has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, including, without limitation, the successful implementation of the 2003 operational and financial plan; the successful implementation of the settlement related to the western energy crisis; actions by the credit rating agencies; the successful close of financing transactions; our ability to successfully exit the energy trading business; our ability to divest of certain non-core assets; changes in commodity prices for oil, natural gas, and power; general economic and weather conditions in geographic regions or markets served by El Paso Corporation and its affiliates, or where operations of the company and its affiliates are located; the uncertainties associated with governmental regulation; political and currency risks associated with international operations of the company and its affiliates; inability to realize anticipated synergies and cost savings associated with restructurings and divestitures on a timely basis; difficulty in integration of the operations of previously acquired companies, competition, and other factors described in the company's (and its affiliates') Securities and Exchange Commission filings. While the company makes these statements and projections in good faith, neither the company nor its management can guarantee that anticipated future results will be achieved. Reference must be made to those filings for additional important factors that may affect actual results. The company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the company, whether as a result of new information, future events, or otherwise.

 EL PASO CORPORATION

                      CONSOLIDATED STATEMENTS OF INCOME
                   (In Millions, Except per Share Amounts)
                                 (UNAUDITED)

                                           Second Quarter       Six Months
                                               Ended              Ended
                                              June 30,           June 30,
                                           2003      2002     2003      2002

    Operating revenues                    $1,679 $1,821 $3,604 $4,737

    Operating expenses
        Cost of products and services        441       414    1,032     1,383
        Operation and maintenance            462       434      949       950
        Restructuring costs                   31        63      100        63
        (Gain) loss on long-lived assets     401       (12)     423       (27)
        Western Energy Settlement            123       ---      123       ---
        Ceiling test charges                 ---       234      ---       267
        Depreciation, depletion and
         amortization                        361       334      721       684
        Taxes, other than income taxes        71        58      149       136
                                           1,890     1,525    3,497     3,456

    Operating income (loss)                 (211)      296      107     1,281

    Equity earnings and other income
     (expense)                                45       134      (94)     (261)

    Earnings (losses) before interest
     expense, income taxes and other
     charges                                (166)      430       13     1,020

    Interest and debt expense                463       304      876       607

    Return on preferred interests of
     consolidated subsidiaries                16        43       37        83

    Income (loss) before income taxes       (645)       83     (900)      330

    Income taxes                            (373)       26     (478)      104

    Income (loss) from continuing
     operations                             (272)       57     (422)      226

    Discontinued operations, net of
     income taxes                           (916)     (116)  (1,138)      (56)

    Cumulative effect of accounting
     changes, net of income taxes            ---        14      (22)      168

    Net income (loss)                    $(1,188)     $(45) $(1,582)     $338

    Diluted earnings (losses) per common
     share, as reported
        Income (loss) from continuing
         operations                       $(0.45)    $0.11   $(0.71)    $0.43
        Discontinued operations, net of
         income taxes                      (1.54)    (0.22)   (1.91)    (0.11)
        Cumulative effect of accounting
         changes, net of income taxes        ---      0.03    (0.04)     0.32

        Net income (loss)                 $(1.99)   $(0.08)  $(2.66)    $0.64

    Diluted average common shares
     outstanding (000's)                 595,569   532,163  595,316   530,861


                             EL PASO CORPORATION

                  CONSOLIDATED ANALYSIS OF SIGNIFICANT ITEMS
                   (In Millions, Except per Share Amounts)
                                 (UNAUDITED)

                                           Second Quarter       Six Months
                                                Ended             Ended
                                              June 30,           June 30,
                                           2003      2002     2003      2002

    Reported net income (loss)           $(1,188)     $(45) $(1,582)     $338

    Significant items affecting EBIT
      Restructuring costs                     31        63      100        63
      Impairment of long-lived assets        421       ---      439       ---
      Impairment of equity investments        81       ---      374       286
      Impairment of cost basis investments   ---       ---      ---        56
      Net gain on sale of long-lived
       assets                                (14)      (10)      (8)      (10)
      Net gain on sale of equity
       investments                           (23)      ---      (12)      ---
      Western Energy Settlement and
       related expenses                      138       ---      138       ---
      Ceiling test charges                   ---       234      ---       267
      Currency loss on Euro bond offering    ---        45      ---        45

        Total significant items affecting
         EBIT                                634       332    1,031       707

    Income tax effect of above
     significant items                      (370)     (106)    (511)     (223)
    Discontinued operations, net of
     income taxes                            916       116    1,138        56
    Cumulative effect of accounting
     changes, net of income taxes:
        Adoption of Derivatives Issue C-16   ---       (14)     ---       (14)
        Adoption of SFAS No. 143- retirement
         obligations                         ---       ---       22       ---
        Adoption of SFAS No. 141-
         elimination of negative goodwill    ---       ---      ---      (154)

    Pro forma net income (loss)              $(8)     $283 $98 $710

    Diluted earnings (losses) per common
     share:
      Pro forma diluted earnings per
       common share                       $(0.01)    $0.53 $0.16 $1.33
      Restructuring costs                  (0.02)    (0.08)   (0.08)    (0.08)
      Impairment of long-lived assets      (0.29)      ---    (0.37)      ---
      Impairment of equity investments     (0.06)      ---    (0.32)    (0.36)
      Impairment of cost basis investments   ---       ---      ---     (0.07)
      Net gain on sale of long-lived
       assets                               0.01      0.01     0.01      0.01
      Net gain on sale of equity
       investments                          0.02       ---     0.01       ---
      Western Energy Settlement and
       related expenses                    (0.10)      ---    (0.12)      ---
      Ceiling test charges                   ---     (0.29)     ---     (0.34)
      Currency loss on Euro bond offering    ---     (0.06)     ---     (0.06)
      Discontinued operations              (1.54)    (0.22)   (1.91)    (0.11)
      Cumulative effect of accounting
       changes:
        Adoption of Derivatives Issue C-16   ---      0.03      ---      0.03
        Adoption of SFAS No. 143-
         retirement obligations              ---              (0.04)      ---
        Adoption of SFAS No. 141-
         elimination of negative goodwill    ---       ---      ---      0.29

    Reported diluted earnings (losses)
     per common share                     $(1.99)   $(0.08)  $(2.66)    $0.64

    Adjusted pro forma diluted average
     common shares outstanding (000's)   595,569   539,975  595,316   547,130
    Reported diluted average common
     shares outstanding (000's)          595,569   532,163  595,316   530,861


                             EL PASO CORPORATION
                        SCHEDULE OF SIGNIFICANT ITEMS
                                 (UNAUDITED)

                                           Second Quarter Ended June 30,
                                             2003                2002
    (In Millions)                      Pre-tax  After-tax  Pre-tax  After-tax

    Restructuring costs
       Employee severance,
        retention and transition costs   $31 $13 $23 $16
       Transaction costs and fees        ---       ---        40        27
       LNG charter cancellation
        and restructuring costs          ---       ---       ---       ---

          Total restructuring costs       31        13        63        43

    Asset impairments and net
     (gain)/loss on sales
       Long-lived assets impairment      421       175       ---       ---
       Equity investments impairment      81        34       ---       ---
       Cost basis investments
        impairment                       ---       ---       ---       ---
       Long-lived assets net gain on
        sales                            (14)       (6)      (10)       (7)
       Equity investments net gain
        on sales                         (23)       (9)      ---       ---

          Total (gain)/loss on assets    465       194       (10)       (7)

    Western Energy Settlement
     and related expenses                138        57       ---       ---
    Currency loss on Euro bond offering  ---       ---        45        31
    Ceiling test charges                 ---       ---       234       159

          Total charges impacting EBIT   634       264       332       226

    Discontinued operations, net
     of income taxes                     ---       916       ---       116

    Cumulative effect of accounting
     changes, net of income taxes        ---       ---       ---       (14)

          Total significant items       $634 $1,180 $332 $328

                                                Second Quarter 2003
                                     Pro forma      Significant      Reported
    Total EBIT by segment              EBIT            Items           EBIT
       Pipelines                       $299 $154 $145
       Production                       169                1            168
       Merchant Energy                   57              (19)            76
       Field Services                    23               77            (54)
       Corporate and Other              (80)             421           (501)
          Total                        $468 $634          $(166)

                                                Second Quarter 2002
                                    Pro forma       Significant      Reported
    Total EBIT by segment             EBIT             Items           EBIT
       Pipelines                      $324 $1 $323
       Production                      241               234              7
       Merchant Energy                 134                11            123
       Field Services                   45                (9)            54
       Corporate and Other              18                95            (77)
          Total                       $762 $332 $430


                                             Six Months Ended June 30,
                                             2003                2002
    (In Millions)
                                       Pre-tax  After-tax  Pre-tax  After-tax

     Restructuring costs
       Employee severance, retention
        and transition costs             $56 $28 $23 $16
       Transaction costs and fees        ---       ---        40        27
       LNG charter cancellation
        and restructuring costs           44        22       ---       ---

          Total restructuring costs      100        50        63        43

    Asset impairments and net
     (gain)/loss on sales
       Long-lived assets impairment      439       221       ---       ---
       Equity investments impairment     374       189       286       196
       Cost basis investments
        impairment                       ---       ---        56        38
       Long-lived assets net gain
        on sales                          (8)       (4)      (10)       (7)
       Equity investments net gain
        on sales                         (12)       (6)      ---       ---

          Total (gain)/loss on assets    793       400       332       227

    Western Energy Settlement
     and related expenses                138        70       ---       ---
    Currency loss on Euro bond offering  ---       ---        45        31
    Ceiling test charges                 ---       ---       267       183

          Total charges impacting
           EBIT                        1,031       520       707       484

    Discontinued operations,
     net of income taxes                 ---     1,138       ---        56

    Cumulative effect of accounting
     changes, net of income taxes        ---        22       ---      (168)

          Total significant items     $1,031 $1,680 $707 $372

                                           Six Months Ended June 30, 2003
                                    Pro forma       Significant      Reported
    Total EBIT by segment             EBIT             Items           EBIT
       Pipelines                      $728 $154 $574
       Production                      425                13            412
       Merchant Energy                 (32)              343           (375)
       Field Services                   51                78            (27)
       Corporate and Other            (128)              443           (571)
          Total                     $1,044 $1,031 $13

                                          Six Months Ended June 30, 2002
                                    Pro forma       Significant      Reported
    Total EBIT by segment             EBIT             Items           EBIT
       Pipelines                      $723 $1 $722
       Production                      450               267            183
       Merchant Energy                 446               353             93
       Field Services                   96                (9)           105
       Corporate and Other              12                95            (83)
          Total                     $1,727 $707 $1,020 
SOURCE  El Paso Corporation
    -0-                             08/13/2003
    /CONTACT:  Norma F. Dunn, Senior Vice President, Communications and
Government Affairs, +1-713-420-3750, or fax, +1-713-420-3632, or Investor
Relations, Bruce L. Connery, Vice President, +1-713-420-5855, or fax,
+1-713-420-4417, both of El Paso Corporation; or Joele Frank, or Dan Katcher,
both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, or fax,
+1-212-355-4554, for El Paso Corporation/
    /Web site:  http://www.elpaso.com /
    (EP GTM)

CO:  El Paso Corporation; GulfTerra Energy Partners
ST:  Texas
IN:  OIL
SU:  ERN

GN 
-- DAW012 --
9475 08/13/2003 07:30 EDT http://www.prnewswire.com