El Paso Provides Financial & Operational Update

El Paso Corporation (NYSE: EP) is providing a progress report on its long-range plan, financial and operational information for the fourth quarter of 2003 and first quarter of 2004, and an update on the status of the filing of the company's 2003 Form 10-K and first quarter 2004 Form 10-Q.

The financial information provided herein with respect to the quarter and year ended December 31, 2003 has not been audited, nor has the financial information for the quarter ended March 31, 2004, been reviewed by its independent auditor. This financial information remains subject to further review by El Paso and its independent auditor and, therefore, is subject to change.

"I am pleased to report that El Paso has made meaningful progress against the three key challenges the market identified in our long-range plan," said Doug Foshee, president and chief executive officer of El Paso Corporation. "First, we are well ahead of schedule for our asset sales, and we have received good value for the assets we have sold. Second, we've eliminated between $40 million and $50 million of annual expenses through a reorganization that was completed in the first quarter. Third, we've recruited new leadership for our production business and are aggressively working to restore this business to profitable growth. Taken together, these results represent significant progress toward achieving the goals we laid out for the market last December. In addition, El Paso's first quarter cash flow was higher than anticipated in our plan, and this is helping us further accelerate our debt reduction."

Long-Range Plan Update

El Paso is ahead of schedule on the goal laid out in its long-range plan to sell $3.3 billion to $3.9 billion of assets by the end of 2005. Since December 1, 2003, the company has announced the sale of or sold approximately $3.5 billion of assets.

The progress in asset sales has led to a significant reduction in the company's debt. As indicated in the table below, the company's debt, net of cash, was reduced by approximately $2.4 billion between September 30, 2003 and March 31, 2004. El Paso expects its net debt to be approximately $17 billion at year-end 2004 as about $1.9 billion of previously announced asset sales are expected to close by then. The closing of those sales will also result in the elimination of approximately $1 billion of non-recourse debt from the company's balance sheet. This will be partially offset by approximately $275 million of non-recourse financing for the Cheyenne Plains Pipeline as discussed below. Additional asset sales are expected to be announced and completed during 2004.

    Unaudited Net Debt ($ Billions)

                            Sept. 30, 2003    Dec. 31, 2003   March 31, 2004
    Total debt                       $23.6            $21.9            $21.3
    Cash                               1.6              1.4              1.8
         Net debt                    $21.9            $20.5            $19.5

The Western Energy Settlement will become effective in June 2004 as a result of a federal court order received this month. On the effective date, the company will post a minimum of $585 million of collateral in the form of production properties to support its future payment obligations under the settlement.

El Paso's liquidity increased to approximately $2.7 billion as of March 31, 2004, consisting of $1.5 billion of readily available cash and $1.2 billion of capacity available under its $3-billion bank facility. The company defines readily available cash as cash on deposit or held in short-term investments that is easily accessible for general corporate purposes. During the second quarter of 2004, El Paso purchased approximately $130 million (face value) of its 7.71 percent Gemstone notes due October 31, 2004 at an average price of 101.6 percent, reducing its debt maturities for the remainder of 2004.

El Paso's cash flow generation has been consistent with its long-range plan. The table below updates El Paso's net change in cash for the fourth quarter of 2003, full year 2003 and the first quarter of 2004.

    Preliminary Unaudited Financial Information ($ Millions)

                             Quarter ended   Full Year ended    Quarter ended
                             Dec. 31, 2003     Dec. 31, 2003   March 31, 2004
    Cash flow from operating
     activities                       $563            $2,329             $624
    Net proceeds from asset sales
     and other                         828             1,472            1,053
    Capital expenditures              (545)           (2,660)            (429)
    Repayment of debt and other     (1,036)           (1,101)            (831)
    Dividends paid                     (25)             (203)             (23)
       Net change in cash            $(215)            $(163)            $394

Financial and Operational Update

The pipeline group's financial and operational performance continues to meet or exceed the assumptions included in the company's long-range plan, and the inventory of expansion opportunities remains solid. The Cheyenne Plains Pipeline project, which has a filed cost estimate of $420 million, has received FERC approval and is currently ahead of schedule with expected completion in early 2005. The company is in advanced discussions to obtain approximately $275 million of the capital required for this project through a non-recourse project financing.

A key goal of El Paso's long-range plan is to restore the production business to profitable growth. As part of that process, the company is reviewing all drilling opportunities and establishing a capital allocation process designed to produce more predictable results. In addition, the near- term focus is on a return to leadership in both drilling and operating costs. The company plans to provide a review of this business in June.

The table below shows the production volumes, realized prices, and operational and maintenance expenses for the fourth quarter of 2003, full-year 2003, and the first quarter of 2004.

    Production Operations

                             Quarter ended   Full Year ended    Quarter ended
                             Dec. 31, 2003     Dec. 31, 2003   March 31, 2004
     Gas (MMcf/d)                      818               971              774
     Liquids (MBbl/d)                   31                33               30
     Equivalent (MMcfe/d  )          1,003             1,169              956
    Realized prices (net of hedges)
     Gas ($/Mcf)                     $3.43             $4.05            $4.63
     Liquids ($/Bbl)                 22.89             24.97            27.43
    Operating & Maintenance ($/Mcfe)
     Lease operating expenses        $0.49             $0.42            $0.49
     Production taxes                 0.18              0.14             0.11
     General & administrative
      expenses                        0.25              0.37             0.43
      Total Operating & Maintenance  $0.92             $0.93            $1.03

The average daily production rate for the second quarter of 2004 through May 19, 2004 is estimated to be 823 million cubic feet equivalent per day (MMcfe/d).

El Paso's marketing business was profitable in the fourth quarter of 2003 and incurred a minor loss in the first quarter of 2004. The keys to its improved financial performance are cost reduction and improvement in the mark- to-market value for its Cordova tolling arrangement. The marketing business is also making solid progress in reducing the number of contract positions in its trading portfolio, which was comprised of more than 35,000 positions at the end of 2002. El Paso now expects to have fewer than 6,000 positions at year-end 2004.

El Paso has made steady progress selling domestic power assets during 2004. In addition, the financial performance of its international power assets has been slightly ahead of the assumptions included in the long-range plan.

Status of Form 10-K Filing

On May 3, 2004, El Paso issued a press release in which it announced findings of an independent review concerning revisions to the company's proved oil and natural gas reserves. The independent review supported El Paso's previous assessment that prior years' financial statements for El Paso Corporation, El Paso CGP Company (EPCGP), and El Paso Production Holding Company (EPPH) should be restated. As announced earlier, investors should not rely on previously filed reports for these registrants until further notice from the company. The company is in the process of completing the methodology for such restatements and is working to file a Form 10-K for each entity for 2003 as soon as possible. Each 2003 Form 10-K will include the required restated financial statements for prior periods. Currently, the company expects to restate the financial statements of El Paso Corporation, EPCGP, and EPPH from 1999 through 2003. The first quarter 2004 Form 10-Qs for these registrants will be delayed pending the filing of the Form 10-Ks.

Because of the delay in the company's filings, the company and certain of its subsidiaries may not be in compliance with certain of their obligations to file or deliver to relevant parties their SEC reports under their public debt indentures and various other financing arrangements. The delay in filing the 2003 Form 10-Ks does not automatically result in an event of default under the indentures. Instead, the holders of at least 25 percent of the outstanding principal amount of any series of debt securities issued under such indentures would have to provide notice of non-compliance and the company would have between 30 and 90 days to cure the default. El Paso has not received notice from these debt holders. If the default was not cured and an acceleration of debt securities were to occur, the company may be unable to meet its payment obligations with respect to the related indebtedness.

As previously disclosed, the company has received waivers from the lenders under its $3-billion credit facility and various other financings to address restatements arising out of revisions to its oil and natural gas reserves and has received an extension on its time to file financial statements through June 15, 2004 to permit continued access to the facility. The company has begun the process required to extend the waivers on the credit facility and will provide an update to the market upon the completion of that process.