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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10066
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4191066
(State of incorporation) (I.R.S. Employer Identification No.)
888 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA 90017
(Address of principal executive offices, including zip code)
(213) 614-1095
(Registrant's telephone number, including area code)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS: YES [X] NO [_]
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SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
TABLE OF CONTENTS
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PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at June 30, 1995
and December 31, 1994............................... 1
Consolidated Statement of Income for the three-
and six-month periods ended June 30, 1995 and 1994.. 2
Consolidated Statement of Cash Flows for the three-
and six-month periods ended June 30, 1995 and 1994.. 3
Notes to Consolidated Financial Statements........... 4
Item 2. Management's Discussion and Analysis of
Consolidated Financial Condition and
Results of Operations........................... 5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................... 8
Item 5. Other Information............................... 9
Item 6. Exhibits and Reports on Form 8-K................ 9
Signature................................................ 10
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SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
--------- ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents .................................... $ 43,229 $ 48,948
Accounts receivable, net ..................................... 40,136 36,470
Other current assets ......................................... 5,405 2,420
--------- ---------
Total current assets ....................................... 88,770 87,838
--------- ---------
Properties, plant and equipment ................................ 698,213 691,263
Less accumulated depreciation ................................ 84,830 78,224
--------- ---------
Net properties, plant and equipment ........................ 613,383 613,039
Other assets ................................................... 13,676 13,895
--------- ---------
Total assets ............................................... $ 715,829 $ 714,772
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable ............................................. $ 2,958 $ 3,369
Accrued liabilities .......................................... 24,513 28,403
--------- ---------
Total current liabilities .................................. 27,471 31,772
Long-term debt ................................................. 355,000 355,000
Other long-term liabilities .................................... 45,190 38,363
--------- ---------
Total liabilities .......................................... 427,661 425,135
--------- ---------
Minority interest .............................................. 1,790 1,676
--------- ---------
Commitments and contingencies (Notes (f) and (g)) ..............
--------- ---------
Partners' capital
General Partner .............................................. 1,790 1,676
Limited Partner .............................................. 284,588 286,285
--------- ---------
Total partners' capital .................................... 286,378 287,961
--------- ---------
Total liabilities and partners' capital .................... $ 715,829 $ 714,772
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
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SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(In thousands, except per unit amounts)
<TABLE>
<CAPTION>
Three months Six months
ended June 30, ended June 30,
----------------- -----------------
1995 1994 1995 1994
------- ------- ------- --------
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Operating revenues
Trunk revenues ...................... $47,610 $45,798 $89,978 $ 87,080
Storage and terminaling revenues .... 9,643 9,446 18,408 18,055
Other revenues ...................... 3,301 2,918 6,368 5,549
------- ------- ------- --------
Total operating revenues .......... 60,554 58,162 114,754 110,684
------- ------- ------- --------
Operating expenses
Field operating expenses ............ 8,195 7,781 17,044 15,748
General and administrative expenses . 6,347 5,339 12,942 11,666
Facilities costs .................... 5,496 5,267 11,005 10,736
Depreciation and amortization ....... 5,090 4,908 10,185 9,786
Power cost .......................... 5,159 4,783 9,678 9,208
Provision for environmental
costs (Notes (f) and (g)) .......... 9,000 -- 9,000 --
------- ------- ------- --------
Total operating expenses .......... 39,287 28,078 69,854 57,144
------- ------- ------- --------
Operating income....................... 21,267 30,084 44,900 53,540
Interest expense....................... 9,319 9,328 18,547 18,588
Other income, net...................... 788 3,417 1,513 3,594
------- ------- ------- --------
Net income before minority interest.... 12,736 24,173 27,866 38,546
Less minority interest in net income... (411) (501) (899) (799)
------- ------- ------- --------
Net income............................. $12,325 $23,672 $26,967 $37,747
======= ======= ======= =======
Income per unit........................ $ 0.62 $ 1.21 $ 1.36 $ 1.93
======= ======= ======= =======
</TABLE>
See Notes to Consolidated Financial Statements.
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SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three months Six months
ended June 30, ended June 30,
------------------ ------------------
1995 1994 1995 1994
-------- -------- -------- --------
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Cash flows from operating activities:
Net income .............................. $ 12,325 $ 23,672 $ 26,967 $ 37,747
-------- -------- -------- --------
Adjustments to reconcile net income to net
cash provided by operating activities--
Depreciation and amortization .......... 5,090 4,908 10,185 9,786
Minority interest in net income ........ 411 501 899 799
Environmental and litigation costs paid,
net of provisions ..................... 7,475 (1,203) 6,660 (1,275)
Other, net ............................. 608 (2,583) 1,014 (2,511)
Changes in:
Accounts receivable ................... (1,717) (331) (3,666) 195
Accounts payable and
accrued liabilities .................. (13,249) (10,616) (4,301) (2,507)
Other current assets .................. 4,533 (9,519) (2,985) (12,799)
-------- -------- -------- --------
Total adjustments .................... 3,151 (18,843) 7,806 (8,312)
-------- -------- -------- --------
Net cash provided by
operating activities ................ 15,476 4,829 34,773 29,435
-------- -------- -------- --------
Cash flows from investing activities:
Capital expenditures .................... (7,808) (3,268) (11,156) (5,119)
Other ................................... -- (173) -- (72)
-------- -------- -------- --------
Net cash used by investing activities (7,808) (3,441) (11,156) (5,191)
Cash flows from financing activities:
Distributions to partners ............... (15,352) (13,984) (29,336) (27,968)
-------- -------- -------- --------
Decrease in cash and cash equivalents .... (7,684) (12,596) (5,719) (3,724)
Cash and cash equivalents--
Beginning of period ..................... 50,913 41,034 48,948 32,162
-------- -------- -------- --------
End of period ........................... $ 43,229 $ 28,438 $ 43,229 $ 28,438
======== ======== ======== ========
Interest paid ............................ $ 18,313 $ 18,663 $ 18,504 $ 18,663
======== ======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
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SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) The consolidated financial statements should be read in conjunction with the
Annual Report on Form 10-K of Santa Fe Pacific Pipeline Partners, L.P. (the
"Partnership") for the year ended December 31, 1994.
(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.
(c) The consolidated statement of income for the three- and six-month periods
ended June 30, 1995 is not necessarily indicative of the results of operations
to be expected for the full year 1995.
(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 3.23% and 2.07% of net income before minority interest in 1995 and 1994,
respectively, is based on its percentage of cash distributions from available
cash at the end of each quarter.
(e) On July 13, 1995, the Partnership declared a cash distribution of $0.75 per
unit for the second quarter of 1995, to be paid on August 14, 1995 to
unitholders of record on July 31, 1995.
(f) As discussed in Note 4 to the Partnership's consolidated financial
statements for the year ended December 31, 1994, certain of the Partnership's
shippers have filed civil suits and initiated Federal Energy Regulatory
Commission ("FERC") complaint proceedings alleging, among other things, that the
shippers were 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 settled the civil suit
brought by Navajo Refining Company, however the remaining civil suit brought by
El Paso Refinery, L.P. ("El Paso") and its general partner remains unresolved
and is currently in the discovery phase.
As described under Part II, Item 1. Legal Proceedings, in June 1995, the FERC
issued a decision in an unrelated oil pipeline rate proceeding that a pipeline
partnership may not include an income tax allowance in its cost of service with
respect to partnership income attributable to limited partnership interests held
by individuals. If upheld and applied in the Partnership's FERC proceeding, the
Partnership's revenues would likely be reduced; however, management does not
currently believe that the effect of this decision, standing alone, would have a
material adverse effect on the Partnership's financial condition or its ability
to maintain its current quarterly cash distribution.
The Partnership's accompanying balance sheet includes accruals for costs related
to the resolution of the El Paso civil suit and FERC proceeding. Prior to the
ultimate resolution of these matters, as additional information becomes
available, it may be necessary for the Partnership to record additional charges
to earnings to maintain the litigation reserves at a level deemed adequate at
that time, and such
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costs could have a material adverse effect on the Partnership's results of
operations, financial condition, or ability to maintain its current quarterly
cash distribution.
(g) As discussed in Note 4 to the Partnership's consolidated financial
statements for the year ended December 31, 1994, 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.
The Partnership's accompanying balance sheet includes reserves for environmental
costs that relate to existing conditions caused by past operations. Estimates of
the Partnership's ultimate liabilities associated with environmental 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 most locations, the
number of parties involved, the number of remediation alternatives available,
the uncertainty of potential recoveries from third parties and the evolving
nature of environmental laws and regulations. During the quarter ended June 30,
1995, the Partnership recorded a $9.0 million addition to its existing
environmental reserves to reflect management's current assessment of the
Partnership's potential liabilities associated with environmental costs,
including litigation related to the Sparks, Nevada remediation. Based on the
information presently available, after giving effect to the $9.0 million
provision, it is the opinion of management that the Partnership's environmental
costs, to the extent they exceed recorded liabilities, will not have a material
adverse effect on the Partnership's financial condition; nevertheless, it is
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 JUNE 30, 1995 COMPARED TO 1994 PERIOD
The Partnership reported net income for the three months ended June 30, 1995 of
$12.3 million, compared to net income of $23.7 million in the corresponding 1994
quarter primarily due to special items recorded during the second quarter in
each year. Second quarter results of operations include a $9.0 million provision
for environmental costs in 1995 and a $3.1 million credit resulting from changes
in eligibility requirements for postretirement medical benefits in 1994.
Excluding the 1995 provision and the 1994 credit, adjusted second quarter net
income was $21.0 million in 1995 and $20.6 million in 1994. Revenues for the
second quarter of 1995 of $60.6 million were $2.4 million, or 4%, above the 1994
quarter's levels. Trunk revenues were $1.8 million higher than in the 1994
quarter primarily due to higher volumes. Total volumes transported increased
about 3% from the second quarter of 1994, with commercial volumes 4% higher, and
military volumes 10% lower, than in 1994. Second quarter deliveries to most of
the markets served by the Partnership have increased in 1995, although Southern
California deliveries continue to be lower as a result of sluggish economic
conditions and competition from short-haul trucking. Other revenues increased
$0.4 million as the result of new terminal services offered.
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Operating expenses of $39.3 million were $11.2 million higher than in the 1994
quarter, due largely to the $9.0 million environmental provision. Excluding that
provision, operating expenses would have been $2.2 million, or 8%, higher than
in the prior year quarter due to higher general and administrative expenses
($1.0 million), field operating expenses ($0.4 million), power cost ($0.4
million), facilities costs ($0.2 million) and depreciation and amortization
($0.2 million). General and administrative expenses were higher due to outside
legal costs, primarily related to the FERC proceeding and litigation associated
with the Sparks, Nevada remediation, partially offset by lower employee health
care and postretirement benefit costs. The increase in field operating expenses
is primarily attributable to higher pipeline maintenance and repairs. The
increase in power cost resulted from increased volumes and greater usage of drag
reducing agent. Facilities costs were higher due to higher right-of-way rental
expense. The increase in depreciation and amortization resulted from the
Partnership's expanding capital asset base, particularly short-lived software
costs.
Other income, net decreased $2.6 million compared to the 1994 quarter primarily
due to the $3.1 million postretirement benefit credit recorded in 1994,
partially offset by higher interest income in 1995, which resulted from higher
interest rates and cash balances. Despite the lower operating results, the
minority interest allocation decreased by only $0.1 million in 1995 due to the
effect of the increased quarterly per unit cash distribution, from $0.70 in 1994
to $0.75 in 1995, on the income allocation percentages.
SIX MONTHS ENDED JUNE 30, 1995 COMPARED TO 1994 PERIOD
The Partnership reported net income for the six months ended June 30, 1995 of
$27.0 million, compared to net income of $37.7 million in the corresponding 1994
period primarily due to the special items noted above. Excluding the second
quarter 1995 provision and the 1994 credit, adjusted net income was $35.7
million in the 1995 six-month period, compared to $34.7 million in 1994.
Revenues for the first half of 1995 of $114.8 million were $4.1 million, or 4%,
above 1994 levels. Trunk revenues were $2.9 million higher than in the 1994
period primarily due to higher volumes. Commercial volumes, and total volumes,
transported increased about 3% from the first six months of 1994, although
military volumes were 6% lower. Year to date, deliveries to most of the markets
served by the Partnership have increased compared to 1994, although Southern
California deliveries continue to be lower as a result of sluggish economic
conditions and competition from short-haul trucking. Other revenues increased
$0.8 million as the result of new terminal services offered.
Operating expenses of $69.9 million were $12.7 million higher than in the first
six months of 1994, due largely to the 1995 environmental provision. Excluding
that provision, operating expenses would have been $3.7 million, or 7%, higher
than in the prior year period due to higher field operating expenses ($1.3
million), general and administrative expenses ($1.3 million), power cost ($0.5
million), depreciation and amortization ($0.4 million) and facilities costs
($0.3 million). The increase in field operating expenses is primarily
attributable to higher pipeline maintenance and repairs, in some cases related
to flood damage. General and administrative expenses were higher due to outside
legal and consulting costs, primarily related to the FERC proceeding and
litigation associated with the Sparks, Nevada remediation, partially offset by
lower employee health care and postretirement benefit costs. The increase in
power cost resulted from increased volumes and greater usage of drag reducing
agent. Facilities costs were higher due to higher right-of-way rental expense.
The increase in depreciation and amortization resulted from the Partnership's
expanding capital asset base, particularly short-lived software costs.
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Other income, net decreased $2.1 million compared to the 1994 period primarily
due to the $3.1 million postretirement benefit credit recorded in 1994,
partially offset by higher interest income in 1995, which resulted from higher
interest rates and cash balances. Despite the lower operating results, the
minority interest allocation increased $0.1 million in 1995 due to the effect of
the increased quarterly per unit cash distribution.
FINANCIAL CONDITION
For the six months ended June 30, 1995, cash and cash equivalents decreased $5.7
million. Cash flow from operations before working capital and minority interest
adjustments totaled $44.8 million for the six months, an increase of $1.1
million from the corresponding 1994 period. Working capital cash requirements
decreased $4.2 million from the corresponding 1994 six-month period primarily
due to the nonrecurring purchase of $11.8 million in short-term investments in
1994, partially offset by increased nontrade receivable balances in 1995.
Significant uses of cash included cash distributions of $29.3 million and
capital expenditures of $11.2 million. Total cash and cash equivalents of $43.2
million at June 30, 1995 included $15.4 million for the second quarter 1995
distribution to be paid to unitholders in August 1995.
Second quarter 1995 capital expenditures of $7.8 million were $4.5 million
higher than in the prior year. During the first half of 1995, the Partnership
continued to investigate the feasibility of providing pipeline service from the
San Francisco Bay area to Colton, in Southern California, by expanding the
existing capacity on its North Line and building a new line between Fresno and
Colton. The level of shipper throughput commitments obtained to date is not
sufficient to proceed with the project at this time, however additional shipper
commitments are being pursued aggressively. Because of the additional time
required for this effort and attendant delays in permitting, it is anticipated
that the project, if approved, would not be completed until mid-1998. The
Partnership expects that it will finance its 1995 capital program with
internally-generated funds; however, the Partnership may use borrowed funds or
proceeds from additional equity offerings to finance a portion of significant
capital expenditures, such as the potential project that may be undertaken to
link Northern and Southern California.
Long-term debt at June 30, 1995 aggregated $355 million and consisted of $344
million of First Mortgage Notes (the "Notes") and an $11 million borrowing under
the Partnership's bank term credit facility. The Partnership intends to
refinance some or all of the Notes as the various series become payable. To
facilitate such refinancing and provide for additional financial flexibility,
the Partnership presently has available the multi-year term credit facility,
with a $60 million aggregate limit, and a $20 million working capital facility
with three banks. The term facility may continue to be used for refinancing a
portion of the Notes and for capital projects, while the working capital
facility is available for general short-term borrowing purposes.
OTHER MATTERS
Reference is made to Notes (f) and (g) to the Partnership's notes to
consolidated financial statements, beginning on page 4 of this Report, and to
Part II, Item 1 of this Report, for discussions of the status of the East Line
litigation and FERC proceeding and of environmental matters.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Item 3 in the Partnership's 1994 Annual Report on Form 10-K
for background information on certain litigation.
EAST LINE CIVIL LITIGATION AND FERC PROCEEDING
The Partnership submitted its case-in-chief in the FERC proceeding on April 4,
1995. The present procedural schedule calls for the complainants and FERC Staff
to submit rebuttal to the Partnership's testimony on August 28, 1995. Hearings
before the FERC Administrative Law Judge are scheduled to commence in late 1995,
with an initial decision not expected until mid- to late-1996.
On June 15, 1995, the FERC issued a decision in an unrelated rate proceeding
involving Lakehead Pipe Line Company, Limited Partnership ("Lakehead"), ruling
that Lakehead, which is also a publicly traded partnership engaged in oil
pipeline transportation, may not include an income tax allowance in its cost of
service with respect to partnership income that is attributable to limited
partnership interests held by individuals. In July 1995, Lakehead requested
rehearing of the decision by the FERC, and that request is currently pending.
Should this ruling be upheld and applied in the Partnership's rate proceeding,
it would currently allow the Partnership to include approximately 60% of its
income tax allowance in its cost of service, rather than the full entitlement
that was reflected in the Partnership's testimony in its FERC proceeding.
Management is presently reviewing the potential impact of the Lakehead decision
on the Partnership's position in the present FERC proceeding, and intends to
vigorously defend its entitlement to a full income tax allowance in its cost of
service.
On April 3, 1995 and on August 7, 1995, Mobil Oil Corporation and Tosco
Corporation, respectively, two primarily West Line shippers that were not
previously participants in the FERC proceeding, filed complaints against the
Partnership's South System rates and moved to consolidate those complaints with
the current proceeding. The Partnership intends to vigorously defend its rates
against those complaints as well as those in the current proceeding.
ENVIRONMENTAL MATTERS
With respect to the litigation associated with the Sparks, Nevada remediation,
on July 27, 1995, the Partnership and seven other defendants (the "defendant
group") entered into a Stipulation and Consent Decree with the State of Nevada,
Division of Environmental Protection settling all claims made by the State of
Nevada related to the soil and ground water contamination in the vicinity of the
Partnership's storage facilities and truck loading terminal in Sparks, Nevada.
The defendant group has agreed to pay the State of Nevada, upon entry of the
consent decree by the court, a total principal amount of $10 million in eleven
equal payments over ten years. The defendant group has also entered into a
settlement agreement with the Washoe County Health Department (the "County"),
whereby the defendant group will pay the County the sum of $150,000 in
settlement of all of the County's claims associated with the same soil and
groundwater contamination in Sparks, Nevada. The Partnership's share of these
costs was included as a component of the $9.0 million provision for
environmental costs recorded during the quarter ended June 30, 1995.
A nonbinding mediation to resolve the claims of the City of Sparks has been
scheduled for September 1995, and efforts are also underway to resolve the
claims of certain property owners in the vicinity of the site.
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ITEM 5. OTHER INFORMATION.
On June 29, 1994, Santa Fe Pacific Corporation ("SFP"), and Burlington Northern
Inc. ("BNI") entered into a definitive Agreement and Plan of Merger, as amended,
(the "Merger") pursuant to which SFP is to merge with and into BNI, with BNI
being the surviving corporation. The merger was approved by the stockholders of
both SFP and BNI on February 7, 1995. At its July 20, 1995, voting conference,
the Interstate Commerce Commission ("ICC") voted to approve the Merger and, in
accordance with its procedural schedule, is expected to issue its formal,
written decision by August 23, 1995. The ICC's written decision will specify the
effective date of the decision. Depending on the effective date of the ICC
decision and the absence of any action to delay or otherwise stay effectiveness,
it is possible that the Merger could be consummated as early as the end of the
third quarter 1995. Based on the voting conference, the ICC's written decision
will place certain limited conditions on the Merger, primarily relating to
allowing other railroad carriers to operate on specific portions of tracks owned
by subsidiaries of SFP and BNI.
The Registrant's general partner and 42% limited partner, Santa Fe Pacific
Pipelines, Inc. (the "General Partner"), is a wholly owned indirect subsidiary
of SFP. Management believes that this merger will have no significant impact on
the operations or financial condition of the Partnership or the General Partner.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following document is filed as part of this report:
Exhibit 27 Financial Data Schedule as of and for the six months ended
June 30, 1995.
(b) Reports on Form 8-K filed during the quarter ended June 30, 1995: None.
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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: August 11, 1995 By: /s/ IRVIN TOOLE, JR.
------------------------------------------
Irvin Toole, Jr.
President, Chairman
and Chief Executive Officer
(On behalf of the Registrant)
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF SANTA FE PACIFIC PIPELINE PARTNERS, L.P. AS
OF AND FOR THE QUARTER ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 43,229
<SECURITIES> 0
<RECEIVABLES> 40,136
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 88,770
<PP&E> 698,213
<DEPRECIATION> 84,830
<TOTAL-ASSETS> 715,829
<CURRENT-LIABILITIES> 27,471
<BONDS> 355,000
<COMMON> 0
0
0
<OTHER-SE> 286,378
<TOTAL-LIABILITY-AND-EQUITY> 715,829
<SALES> 0
<TOTAL-REVENUES> 114,754
<CGS> 0
<TOTAL-COSTS> 69,854
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,547
<INCOME-PRETAX> 27,866
<INCOME-TAX> 0
<INCOME-CONTINUING> 26,967
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,967
<EPS-PRIMARY> 1.36
<EPS-DILUTED> 1.36
</TABLE>
