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                                                                    EXHIBIT 99.1


                                   THE ISSUER

      We are a global energy company with operations that span the energy
value chain, from energy production and extraction to power generation. Our
principal operations include:

         o        the domestic and international transportation, gathering,
                  processing, and storage of natural gas;

         o        the marketing of energy and energy-related commodities and
                  products;

         o        the generation of power;

         o        the refining of petroleum;

         o        the production of chemicals;

         o        the development and operation of energy infrastructure
                  facilities;

         o        the exploration and production of natural gas and oil; and

         o        the mining of coal.

      Our Pipeline group owns or has interests in approximately 60,000 miles of
interstate natural gas pipelines in the United States and internationally. In
the U.S., our systems connect the nation's principal natural gas supply regions
to the five largest consuming regions in the United States: the gulf coast,
California, the Northeast, the Midwest, and the Southeast. These operations
represent the largest and only integrated coast-to-coast mainline natural gas
transmission system in the United States. Our U.S. system is comprised of seven
wholly owned interstate pipeline systems: the Tennessee Gas pipeline, the ANR
pipeline, the El Paso Natural Gas pipeline, the Southern Natural Gas pipeline,
the Colorado Interstate pipeline, the Mojave pipeline, and the Wyoming
Interstate pipeline systems. We also have interests in the Florida Gas
Transmission pipeline, the Great Lakes Gas Transmission pipeline, the Portland
Natural Gas Transmission pipeline, and the Alliance pipeline systems. In
addition to providing open access transmission services, these systems own or
have interests in over 425 billion cubic feet of storage capacity used to
provide a variety of services to their customers. Our international pipeline
operations include access from our U.S. based systems into Canada and Mexico as
well as interests in three major operating natural gas transmission systems in
Australia.

      Our Merchant Energy group is involved in a broad range of activities in
the energy marketplace, including asset ownership, trading and risk management
and financial services. We are one of North America's largest energy commodity
marketers and traders, and buy, sell, and trade natural gas, power, crude oil,
refined products, coal and other energy commodities throughout the world. We are
also a significant non-utility owner of electric generating capacity with
interests in 65 power generation facilities in 21 countries. Our four refineries
have the capacity to process 538,000 barrels of crude oil per day and produce a
variety of gasolines and diesel fuels, jet fuels, asphalt, industrial fuels, and
other products. We also produce agricultural and industrial chemicals and
petrochemicals at 7 facilities in the United States and Canada. Our coal
operations produce high-quality, bituminous coal with reserves in Kentucky,
Virginia and West Virginia. Most recently, we have announced our expansion into
the liquified natural gas business, capitalizing upon the U.S. and worldwide
demand for natural gas. Our financial services businesses invest in emerging
businesses to finance growth in the U.S. and Canadian energy markets. As a
global energy merchant, we evaluate and measure risks inherent in the markets we
serve, and use sophisticated systems and integrated risk management techniques
to manage those risks.

      Our Field Services group provides natural gas gathering, products
extraction, fractionation, dehydration, purification, compression and intrastate
transmission services. These services include gathering of natural gas from more
than 15,000 natural gas wells with approximately 24,000 miles of gathering and
NGL pipelines, and 35 natural gas processing, treating, and fractionation
facilities located in some of the most prolific and active production areas in
the United States, including the San Juan Basin, east and south Texas,
Louisiana, the Gulf of Mexico, and the Rocky Mountains. We conduct our
intrastate transmission operations through interests in 6 intrastate systems,
including the El Paso Gas Transmission Texas pipeline that extends from south
Texas and the Permian Basin to central and east Texas. These pipeline assets
serve all major metropolitan areas and the largest industrial load centers in
Texas, as well as numerous natural gas trading hubs. Our primary vehicle for the
acquisition and development of midstream energy infrastructure assets is El Paso
Energy Partners, L.P., a publicly traded master limited partnership of which we
are the general partner. Energy Partners provides natural gas and oil gathering
and transportation, midstream, storage, and other related services, principally
offshore in the Gulf of Mexico.


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      Our Production group leases approximately 5.0 million net acres in 16
states, including Colorado, Kansas, Louisiana, New Mexico, Texas, Oklahoma,
Utah, Wyoming, and Arkansas, as well as the Gulf of Mexico. We also have
exploration and production rights in Australia, Brazil, Canada, Hungary,
Indonesia, and Turkey. During 2000, daily equivalent natural gas production
exceeded 1.6 billion cubic feet per day, and our reserves at December 31, 2000
were approximately 6.4 trillion cubic feet of gas equivalent.

      In addition to our energy activities, we have announced a
telecommunications strategy that will leverage our knowledge of the commodity
and capital markets into the emerging telecommunications market. Our strategy
involves:

         o        accessing fiber deep within metropolitan markets to aggregate
                  supply in major U.S. cities;

         o        utilizing fiber rings and key points of interconnection of
                  major carriers and service providers to allow for liquidity to
                  develop in major markets; and

         o        assembling a high capacity thin fiber national long-haul
                  backbone.

      We will overlay against this asset base a merchant-based operating support
system and valuation models that will allow us to apply the merchant skills
developed in our core commodity business to the rapidly changing
telecommunications markets.


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