SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
TABLE OF CONTENTS
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at September 30, 1994
and December 31, 1993..................................... 1
Consolidated Statement of Income for the three and
nine month periods ended September 30, 1994 and 1993...... 2
Consolidated Statement of Cash Flows for the three
and nine month periods ended September 30, 1994 and 1993.. 3
Notes to Consolidated Financial Statements................... 4
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations................ 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................ 9
Item 6. Exhibits and Reports on Form 8-K......................... 10
Signature......................................................... 11
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands)
September 30, December 31,
1994 1993
------------- -------------
A S S E T S
Current assets
Cash and cash equivalents.............. $ 46,095 $ 32,162
Short-term investments................. 9,857 --
Accounts receivable, net............... 33,928 32,787
Other current assets................... 1,824 2,801
---------- ----------
Total current assets................ 91,704 67,750
---------- ----------
Properties, plant and equipment........... 684,678 683,082
Less accumulated depreciation.......... (75,680) (66,472)
---------- ----------
Net properties, plant and equipment. 608,998 616,610
Other assets.............................. 14,515 12,620
---------- ----------
Total assets........................ $ 715,217 $ 696,980
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable....................... $ 1,660 $ 2,403
Accrued liabilities.................... 38,628 33,235
---------- ----------
Total current liabilities........... 40,288 35,638
---------- ----------
Long-term debt............................ 355,000 355,000
Other long-term liabilities............... 35,146 39,283
---------- ----------
Total liabilities................... 430,434 429,921
---------- ----------
Minority interest......................... 1,575 1,208
---------- ----------
Commitments and contingencies
(Notes (f) and (g)).................... ---------- ----------
Partners' capital
General Partner........................ 1,575 1,208
Limited Partners....................... 281,633 264,643
---------- ----------
Total partners' capital............. 283,208 265,851
---------- ----------
Total liabilities
and partners' capital............ $ 715,217 $ 696,980
========== ==========
See Notes to Consolidated Financial Statements.
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(In thousands, except per unit amounts)
Three months Nine months
ended September 30, ended September 30,
-------------------- --------------------
1994 1993 1994 1993
--------- --------- --------- ---------
Operating revenues
Trunk revenues.................. $ 46,802 $ 44,573 $133,882 $128,177
Storage and terminaling revenues 9,828 9,743 27,883 27,872
Other revenues.................. 2,816 2,462 8,365 7,625
--------- --------- --------- ---------
Total operating revenues...... 59,446 56,778 170,130 163,674
--------- --------- --------- ---------
Operating expenses
Field operating expenses........ 8,488 7,804 24,236 24,471
General and
administrative expenses....... 4,925 5,589 16,591 16,953
Facilities costs................ 5,234 4,695 15,970 14,751
Power cost...................... 5,887 5,540 15,095 13,891
Depreciation and amortization... 4,970 4,672 14,756 14,221
Provisions for environmental
and litigation costs ......... -- 27,000 -- 27,000
--------- --------- --------- ---------
Total operating expenses...... 29,504 55,300 86,648 111,287
--------- --------- --------- ---------
Operating income.................. 29,942 1,478 83,482 52,387
Interest expense.................. 9,493 9,347 28,081 27,711
Other income, net................. 681 388 4,275 716
--------- --------- --------- ---------
Net income (loss)
before minority interest........ 21,130 (7,481) 59,676 25,392
Minority interest................. (438) 155 (1,238) (527)
--------- --------- --------- ---------
Net income (loss)................. $ 20,692 $ (7,326) $ 58,438 $ 24,865
========= ========= ========= =========
Net income (loss) per unit........ $ 1.06 $ (0.37) $ 2.99 $ 1.27
========= ========= ========= =========
See Notes to Consolidated Financial Statements.
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
Three months Nine months
ended September 30, ended September 30,
------------------- -------------------
1994 1993 1994 1993
--------- --------- --------- ---------
Cash flows from operating activities:
Net income (loss).................. $ 20,692 $ (7,326) $ 58,438 $ 24,865
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities--
Depreciation and amortization.... 4,970 4,672 14,756 14,221
Minority interest in
net income (loss)............... 439 (155) 1,238 527
Provisions for environmental
and litigation costs............ -- 27,000 -- 27,000
Environmental and
litigation costs paid........... (2,843) (329) (4,489) (662)
Credit from changes in
eligibility requirements for
postretirement medical benefits. -- -- (3,087) --
Other, net....................... 94 (213) 1,040 (1,676)
Changes in--
Short-term investments.......... 1,980 -- (9,857)
Accounts receivable............. (1,337) (1,495) (1,141) (4,636)
Accounts payable and
accrued liabilities............ 9,373 12,052 6,865 15,655
Other current assets............ 1,938 1,360 977 (816)
--------- --------- --------- ---------
Total adjustments............ 14,614 42,892 6,302 49,613
--------- --------- --------- ---------
Net cash provided by
operating activities........ 35,306 35,566 64,740 74,478
--------- --------- --------- ---------
Cash flows from investing activities:
Capital expenditures............... (3,913) (4,554) (9,031) (16,137)
Other.............................. 248 47 176 243
--------- --------- --------- ---------
Net cash used by
investing activities........ (3,665) (4,507) (8,855) (15,894)
--------- --------- --------- ---------
Cash flows from financing activities:
Distributions to partners
and minority interest............. (13,984) (13,984) (41,952) (41,952)
--------- --------- --------- ---------
Increase in cash and cash equivalents 17,657 17,075 13,933 16,632
Cash and cash equivalents--
Beginning of period................ 28,438 26,913 32,162 27,356
--------- --------- --------- ---------
End of period...................... $ 46,095 $ 43,988 $ 46,095 $ 43,988
========= ========= ========= =========
Interest paid........................ $ -- $ -- $ 18,663 $ 18,663
========= ========= ========= =========
See Notes to Consolidated Financial Statements.
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) The consolidated financial statements of Santa Fe Pacific
Pipeline Partners, L.P. (the "Partnership") should be read in
conjunction with the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1993.
(b) In the opinion of Partnership management, all adjustments
necessary for a fair statement of the results of operations for
the periods presented have been included in these consolidated
financial statements. Unless otherwise noted, all such
adjustments are of a normal recurring nature. Certain comparative
prior year amounts in the consolidated financial statements have
been reclassified to conform with the current year presentation.
(c) The consolidated statement of income for the three and nine
month periods ended September 30, 1994 is not necessarily
indicative of the results of operations for the full year 1994.
(d) Income per unit is computed based upon consolidated net
income of the Partnership less an allocation of income to the
General Partner in accordance with the partnership agreement, and
is based upon the 19,148,148 units outstanding. The quarterly
allocation of income to the General Partner, which was 2.07% of
net income before minority interest for the three and nine month
periods ended September 30, 1994 and 1993, is based on its
percentage of cash distributions from available cash at the end
of each quarter.
(e) On October 13, 1994, the Partnership declared a cash
distribution of $0.70 per unit for the third quarter of 1994, to
be paid on November 14, 1994 to unitholders of record on
October 31, 1994.
(f) As discussed in Note 6 to the Partnership's consolidated
financial statements for the year ended December 31, 1993,
certain of the Partnership's shippers have filed civil suits and
initiated a Federal Energy Regulatory Commission ("FERC")
proceeding alleging, among other things, that the shippers had
been damaged by the Partnership's failure to fulfill alleged
promises to expand the East Line's capacity between El Paso,
Texas and Phoenix, Arizona to meet shipper demand. The FERC
proceeding also involves claims, among other things, that
certain of the Partnership's tariffs and charges on its East and
West Lines are excessive. In July 1993, the Partnership reached
a settlement with one of these shippers, Navajo Refining Company
("Navajo"), whereby, among other things, Navajo agreed to
dismiss its pending civil litigation in New Mexico and the
Partnership agreed to make certain cash payments to Navajo over
three years.
During the quarter ended September 30, 1993, the Partnership
recorded a $12 million provision for litigation costs, which
reflects the terms of the Navajo settlement as well as
anticipated legal fees and other costs related to defense of the
FERC proceeding and the remaining civil action brought by El
Paso Refinery, L.P. ("El Paso") and its general partner.
<PAGE>
Management believes that it has acted properly with respect to
expansion of the East Line and the direction of flow of the six-
inch pipeline from Phoenix to Tucson, Arizona, which are the
primary issues in El Paso's civil action.
Management also believes that the Partnership's current tariffs
are just and reasonable and that, so long as certain of the
underlying assumptions and interpretations of rate-making
methodology made by the Partnership with respect to these
tariffs are ruled upon favorably, these tariffs will be upheld
should the FERC proceeding progress to its completion. However,
because of the nature of the FERC rate-making methodology, it is
not possible to predict with certainty whether the Partnership's
assumptions and rate-making approach will be upheld by the FERC
or whether any reparations will be ordered paid to the
complainants or any prospective rate reductions will be
required. A decision by the FERC which results either in
significant reparations being paid or in a significant reduction
in the Partnership's current tariffs could have a material
adverse effect on the Partnership's financial condition and the
Partnership's ability to maintain its current quarterly cash
distribution.
(g) As discussed in Note 6 to the Partnership's consolidated
financial statements for the year ended December 31, 1993, the
Partnership's transportation and terminal operations are subject
to extensive regulation under federal, state and local
environmental laws concerning, among other things, the
generation, handling, transportation and disposal of hazardous
materials and the Partnership is, from time to time, subject to
environmental cleanup and enforcement actions.
During the quarter ended September 30, 1993, the Partnership
completed a comprehensive re-evaluation of its potential
liabilities associated with environmental remediation activities
and, as a result, recorded a $15 million provision to increase
its existing reserve for environmental remediation and related
costs. This provision reflects the estimated cost of completing
all remediation projects presently known to be required, either
by government mandate or in the ordinary course of business, as
well as the cost of performing preliminary environmental
investigations at several locations. The cash expenditures
related to these projects are primarily expected to occur over
the next five years; however, certain remediation projects, are
expected to continue for a period of approximately ten years.
Estimates of the Partnership's ultimate liabilities associated
with environmental remediation activities and related costs are
particularly difficult to make with certainty due to the number
of variables involved, including the early stage of investigation
at certain sites, the lengthy time frames required to complete
remediation at certain locations, the number of parties involved,
the number of remediation alternatives available, and the
uncertainty of potential recoveries from third parties. Based on
the information presently available, however, it is the opinion
of management that any such costs, to the extent they exceed
recorded liabilities, will not have a material adverse effect on
the Partnership's financial condition; nevertheless, it is
<PAGE>
possible that the Partnership's results of operations in
particular quarterly or annual periods could be materially
affected as conditions change or additional information becomes
available.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended September 30, 1994 Compared to 1993 Period:
The Partnership reported net income for the three months ended
September 30, 1994 of $20.7 million compared to a net loss of
$7.3 million in the 1993 quarter, which included a $15 million
provision for environmental costs and a $12 million provision for
East Line litigation costs. Excluding the 1993 provisions, net
income for the three months ended September 30, 1994 would have
been $1.6 million, or 8%, higher than adjusted net income of
$19.1 million in 1993. Revenues for the third quarter of 1994 of
$59.4 million were $2.7 million, or 5%, above 1993 quarter
levels. Trunk revenues were $2.2 million higher than in the 1993
quarter due to higher volumes. Total volumes transported
increased 6% from the third quarter of 1993. Commercial volumes,
which accounted for 95% of total volumes, were 6% higher than in
the 1993 quarter, reflecting strong economic growth in Arizona
and Nevada in 1994 compared to 1993. Military volumes decreased
6% compared to the 1993 quarter.
Operating expenses of $29.5 million were $25.8 million lower than
in the 1993 quarter, primarily due to the environmental and
litigation provisions aggregating $27.0 million recorded in the
1993 period. Third quarter 1993 operating expenses included $1.3
million in environmental and litigation costs that would have
been charged against the reserve for such costs had it been
established prior to that period. Excluding the 1993 provisions,
third quarter 1994 operating expenses would have been
$1.2 million higher than in the 1993 quarter with higher field
operating expenses ($0.7 million), facilities costs ($0.5
million), power cost ($0.4 million) and depreciation and
amortization ($0.3 million), partially offset by lower general
and administrative costs ($0.7 million). The increase in field
operating expenses is primarily due to higher salary and major
maintenance expense. Facilities costs increased as a result of
higher right-of-way rentals. The increase in power cost resulted
from higher volumes and increased power rates. The increase in
depreciation and amortization expense resulted from the
Partnership's expanding capital asset base, particularly shorter-
lived software costs. General and administrative expenses
decreased in the 1994 quarter due to East Line litigation and
other legal costs being expensed in the 1993 period and charged
against the reserve in 1994.
<PAGE>
Nine Months Ended September 30, 1994 Compared to 1993 Period:
Net income for the nine months ended September 30, 1994 was $58.4
million compared to net income of $24.9 million in the prior year
period. Results of operations included a $3.1 million credit in
1994 resulting from changes in eligibility requirements for
postretirement medical benefits and, in 1993, provisions for
environmental and litigation costs aggregating $27.0 million.
Excluding the 1994 credit and the 1993 provisions, adjusted net
income for the nine months ended September 30, 1994 of $55.4
million was $4.1 million, or 8%, higher than adjusted net income
of $51.3 million in 1993. Revenues for the nine months ended
September 30, 1994 of $170.1 million were $6.5 million, or 4%,
above 1993 levels. Trunk revenues were $5.7 million higher than
in the 1993 period primarily due to higher volumes and longer
average length of haul. Total volumes transported increased 6%
from the 1993 nine month period, with commercial volumes 5%
higher and military volumes 12% higher than in the 1993 nine
month period. The longer average haul reflected increased
deliveries to Arizona and Nevada, primarily due to increased
demand in 1994.
Operating expenses of $86.6 million were $24.6 million lower than
in the first nine months of 1993, due largely to the 1993
provisions aggregating $27.0 million. Year to date 1993 operating
expenses included $3.7 million in environmental and litigation
costs that would have been charged against the reserve for such
costs had it been established prior to that period. Excluding the
1993 provisions, operating expenses would have been $2.3 million,
or 3%, higher than in 1993, with higher facilities costs ($1.2
million), power cost ($1.2 million) and depreciation and
amortization ($0.5 million), partially offset by lower general
and administrative expenses ($0.4 million) and field operating
expenses ($0.2 million). Facilities costs increased as a result
of higher right-of-way rentals. The increase in power cost
resulted from higher volumes and increased power rates. The
increase in depreciation and amortization expense resulted from
the Partnership's expanding capital asset base, particularly
shorter-lived software costs. General and administrative expenses
were lower primarily due to East Line litigation costs being
expensed in 1993 and generally charged against the reserve in
1994.
Financial Condition
For the nine months ended September 30, 1994, cash and cash
equivalents increased $13.9 million. Cash flow from operations
before working capital and minority interest adjustments totaled
$66.4 million for the nine months, an increase of $2.7 million
from 1993. Working capital cash requirements increased
$13.4 million from the 1993 nine month period. Significant uses
of cash included cash distributions of $42.0 million, a
semiannual interest payment of $18.7 million, purchases of
noncash short-term investments of $9.9 million and capital
expenditures of $9.0 million. At September 30, 1994, total cash
and cash equivalents of $46.1 million included $14.0 million for
the third quarter 1994 distribution to be paid to unitholders in
November 1994.
<PAGE>
Capital expenditures in the nine months ended September 30, 1994
of $9.0 million were $7.1 million lower than in the prior year.
Full year 1994 capital expenditures are expected to total
approximately $22 million.
While the Partnership anticipates that sufficient funds will be
provided by operations to satisfy all working capital and capital
expenditure requirements during the remainder of 1994, the
Partnership's $60 million term facility is available for
financing significant capital projects and for refinancing a
portion of the Partnership's long-term debt. The Partnership also
has a $20 million working capital facility which is available for
short-term borrowing purposes. The facilities provide that any
associated borrowings will be secured by certain Partnership
assets and are subject to other reasonable and customary terms
and conditions. To date, neither of these facilities have been
utilized.
Long-term debt at September 30, 1994 consisted of $355 million of
First Mortgage Notes at an average interest rate of 10.51% per
annum. The Partnership expects to utilize the term borrowing
facility to refinance the first annual principal repayment, of
$11 million, which is due on December 15, 1994, and expects to
refinance some or all of the remaining balance as it becomes
payable.
Other Matters
Proposed Arizona Oil Refinery:
On September 16, 1994, The Williams Companies, Inc. ("Williams")
announced that its board of directors had approved further
development of a project that could lead to the construction and
operation of a 50,000 barrel-per-day oil refinery near Phoenix,
Arizona. According to Williams, a subsidiary, Williams Energy
Ventures, has been given approval to conduct detailed engineering
and marketing analyses and to acquire the proposed refinery site.
Williams announced that the additional studies are needed before
their board would consider final approval of the facility, which
the company expects to seek by the end of 1994. As discussed in
previous Partnership Forms 10-K, an entrepreneur has attempted to
gain investor support for an oil refinery in the Phoenix area for
a number of years, and has acquired a refinery site and obtained
a number of the permits necessary for such a project, but has not
been able to attract the necessary funding. The Williams proposal
apparently contemplates utilizing the refinery site and permits
held by the entrepreneur. According to Williams, construction of
the refinery could be completed in 30 months.
The Partnership presently delivers approximately 165,000 barrels
per day to the Arizona market, a portion of which would likely be
displaced should the Williams refinery be built. It is possible
that a portion of any revenue reduction could be recovered
through rate increases.
<PAGE>
FERC Rate-Making Methodology:
In October 1993, the FERC issued Order 561 establishing a new
rate-making methodology, to become effective January 1, 1995,
which would allow oil pipelines to adjust their transportation
tariffs as long as those rates do not exceed prescribed ceiling
levels determined by reference to annual changes in the Producer
Price Index for Finished Goods, minus one percent. The FERC
issued a final ruling, Order 561-A, on July 28, 1994, that
reaffirmed Order 561 in all significant respects, including the
index selected, except that the circumstances under which a
carrier could apply for rate increases based on a cost of service
justification were expanded. Order 561-A would allow pipelines to
apply for cost of service-based rates in those cases where the
carrier can demonstrate that a "substantial divergence" exists
between the rates that would be allowed under cost-based rate-
making and the rates produced by indexation. The Partnership has
moved to intervene in two petitions for review in the United
States Court of Appeals for the District of Columbia Circuit in
order to challenge the suitability of the index selected and
certain other aspects of Orders 561 and 561-A.
Also, on October 28, 1994, the FERC issued final regulations
which would, first, allow carriers that can demonstrate that they
do not have significant market power in the relevant markets
served to establish market-based rates (Order 572) in those
markets and, second, provide additional guidelines on cost of
service filing and reporting requirements for oil pipelines
(Order 571). These orders, along with Order 561-A, will become
effective on January 1, 1995.
Litigation and Environmental Matters:
Reference is made to Notes (f) and (g) to the Partnership's
consolidated financial statements, beginning on page 4 of this
Report, for discussions of the status of the East Line litigation
and the FERC proceeding and of environmental matters.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
East Line Litigation and FERC Proceeding:
Reference is made to Item 3 in the Partnership's 1993 Annual
Report on Form 10-K, incorporated herein by reference, for
background information on certain East Line litigation and a
related FERC proceeding.
Navajo Refining Company ("Navajo"), which, under a 1985 FERC rate
case settlement, had been prohibited from challenging the
Partnership's rates until November 1993, filed a complaint
against certain East Line and West Line rates in December 1993.
On July 20, 1994, the FERC reaffirmed that, other than with
respect to Navajo, the Partnership's West Line rates are deemed
just and reasonable under the provisions of the Energy Policy Act
of 1992. Accordingly, any shipper other than Navajo that wishes
<PAGE>
to challenge the Partnership's West Line rates will need to
demonstrate "changed circumstances." On September 16, 1994, the
FERC denied certain other parties' request for a rehearing of the
July 20, 1994 ruling. Representatives of ARCO Products Company,
Texaco Refining and Marketing Inc. and Chevron U.S.A. Products
Company have indicated that they will file testimony in late
November 1994 in an attempt to demonstrate "changed
circumstances" in order to challenge the Partnership's West Line
rates.
On August 17, 1994, the FERC Staff submitted its case-in-chief in
the FERC proceeding. In its testimony, the FERC Staff, among
other things, argues against the Partnership's entitlement to an
income tax allowance in its cost of service. The FERC Staff
testimony also utilizes the Partnership's current capital
structure for the purpose of establishing its 1985 starting rate
base under FERC Order 154-B. Both of these positions are
detrimental to the Partnership's existing rate structure and, if
adopted by the FERC in a final decision, would result in a
substantial payment of refunds and reduction of existing rates.
As previously reported, in June 1994 the complainants filed their
cases-in-chief in the FERC proceeding, seeking reparations for
shipments between 1990 and 1993 aggregating in the range of
$15 million to $20 million, as well as tariff rate reductions of
between 40% and 50% for future shipments. In its testimony, the
FERC Staff developed costs of service for the Partnership's East
and West Lines based on adjusted 1993 operating costs, but did
not present testimony concerning reparations or specific tariff
rate reductions. Management does not believe that the
Partnership's exposure to reparations or future rate reductions
implicit in the FERC Staff's testimony exceeds the claims made by
the complainants.
While recognizing that FERC rate-making methodology is subject to
interpretation and leaves certain issues for determination on a
case-by-case basis, the positions taken by the complainants and
the FERC Staff in their testimonies are contrary to existing FERC
precedent. The entitlement of a pipeline partnership to include
an allowance for income taxes in its cost of service has recently
been ruled upon favorably by the FERC Administrative Law Judge in
the Lakehead Pipe Line Company, Limited Partnership rate case;
that ruling is presently on appeal before the FERC Commissioners.
The Partnership's rates being challenged in the FERC proceeding
were established pursuant to FERC-approved settlements resolving
a prior rate proceeding and have not been changed since 1991,
when they were adjusted in accordance with those agreements. The
Partnership continues to believe that its rates and practices are
lawful under FERC precedent and will continue its vigorous
<PAGE>
defense of that position. However, because of the complexity of
the issues involved and the nature of FERC rate-making
methodology, it is possible that the rates at issue in the FERC
proceeding will not ultimately be deemed just and reasonable. If
the FERC were to deny the Partnership's entitlement to an
allowance for income taxes in its cost of service, or otherwise
reach adverse decisions on certain other key issues in the
proceeding, such adverse outcome could have a material adverse
effect on the Partnership's financial condition and ability to
maintain its current quarterly cash distribution.
The present procedural schedule calls for the Partnership to
submit its testimony in response to the shippers' and FERC
Staff's cases-in-chief on February 28, 1995 and for hearings to
commence before a FERC Administrative Law Judge in October 1995.
With respect to the civil action brought by El Paso Refinery,
L.P. ("El Paso") against the Partnership in August 1992, the
bankruptcy trustee for El Paso has retained legal counsel for
purposes of pursuing this litigation. In addition, initial rounds
of discovery have recently been initiated by both parties. Should
the action proceed to trial, it is anticipated that such trial
would begin in early to mid 1996. El Paso seeks unspecified
damages in this action. The Partnership intends to vigorously
defend itself in this action.
Environmental Matters:
Reference is made to Item 3 in the Partnership's 1993 Annual
Report on Form 10-K, incorporated herein by reference, for
background information on certain litigation related to soil and
ground water contamination in the vicinity of the Partnership's
storage facilities and truck loading terminal at Sparks, Nevada.
On October 12, 1994, the Second Judicial Court of the State of
Nevada ruled that all of the outstanding cases against the
respondent group, including the state, county, city and property
owner cases, shall be consolidated for trial purposes.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following document is filed as part of this report:
Financial Data Schedule as of and for the nine
Exhibit 27 months ended September 30, 1994.
(b) Reports on Form 8-K:
Reference is made to Item 6 in the Partnership's Form 10-Q
for the quarter ended June 30, 1994, incorporated herein by
reference, for information on a Form 8-K and a Form 8-K/A,
both dated June 29, 1994 (date of earliest event reported)
and filed on July 11 and July 29, 1994, respectively.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
(Registrant)
By: Santa Fe Pacific Pipelines, Inc., as
General Partner
Date: November 14, 1994 By: /s/ ROBERT L. EDWARDS
--------------------------------
Robert L. Edwards
Senior Vice President,
Treasurer and Chief Financial Officer
(On behalf of the Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's Consolidated Balance Sheet at September 30, 1994 and
December 31, 1993 and Consolidated Statement of Income for the three and
nine month periods ended September 30, 1994 and 1993 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 46,095
<SECURITIES> 0
<RECEIVABLES> 33,928
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,681
<PP&E> 684,678
<DEPRECIATION> 75,680
<TOTAL-ASSETS> 715,217
<CURRENT-LIABILITIES> 40,288
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 283,208
<TOTAL-LIABILITY-AND-EQUITY> 715,217
<SALES> 170,130
<TOTAL-REVENUES> 170,130
<CGS> 86,648
<TOTAL-COSTS> 86,648
<OTHER-EXPENSES> (3,037)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,081
<INCOME-PRETAX> 58,438
<INCOME-TAX> 0
<INCOME-CONTINUING> 58,438
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<CHANGES> 0
<NET-INCOME> 58,438
<EPS-PRIMARY> 2.99
<EPS-DILUTED> 2.99
</TABLE>
