<PAGE>
================================================================================
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 SEPTEMBER 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 [ ]
================================================================================
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at September 30, 1995 and
December 31, 1994.................................................. 1
Consolidated Statement of Income for the three- and nine-month
periods ended September 30, 1995 and 1994.......................... 2
Consolidated Statement of Cash Flows for the three- and nine-month
periods ended September 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
</TABLE>
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
<S> <C> <C>
A S S E T S
Current assets
Cash and cash equivalents .................................... $ 53,345 $ 48,948
Accounts receivable, net ..................................... 39,452 36,470
Other current assets ......................................... 4,968 2,420
--------- ---------
Total current assets ....................................... 97,765 87,838
--------- ---------
Properties, plant and equipment ................................ 705,331 691,263
Less accumulated depreciation ................................ 88,769 78,224
--------- ---------
Net properties, plant and equipment ........................ 616,562 613,039
Other assets ................................................... 12,855 13,895
--------- ---------
Total assets ............................................... $ 727,182 $ 714,772
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable ............................................. $ 2,547 $ 3,369
Accrued liabilities .......................................... 36,236 28,403
--------- ---------
Total current liabilities .................................. 38,783 31,772
Long-term debt ................................................. 355,000 355,000
Other long-term liabilities .................................... 42,317 38,363
--------- ---------
Total liabilities .......................................... 436,100 425,135
--------- ---------
Minority interest .............................................. 1,884 1,676
--------- ---------
Commitments and contingencies (Notes (f) and (g)) ..............
--------- ---------
Partners' capital
General Partner .............................................. 1,884 1,676
Limited Partners ............................................. 287,314 286,285
--------- ---------
Total partners' capital .................................... 289,198 287,961
--------- ---------
Total liabilities and partners' capital .................... $ 727,182 $ 714,772
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
-1-
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(In thousands, except per unit amounts)
<TABLE>
<CAPTION>
Three months Nine months
ended September 30, ended September 30,
---------------------- -------------------------
1995 1994 1995 1994
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Operating revenues
Trunk revenues ...................... $ 47,721 $ 46,802 $ 137,699 $ 133,882
Storage and terminaling revenues .... 9,876 9,828 28,284 27,883
Other revenues ...................... 3,198 2,816 9,566 8,365
--------- --------- ---------- ----------
Total operating revenues .......... 60,795 59,446 175,549 170,130
--------- --------- ---------- ----------
Operating expenses
Field operating expenses ............ 8,369 8,488 25,413 24,236
General and administrative expenses . 7,993 4,925 20,935 16,591
Facilities costs .................... 5,959 5,234 16,964 15,970
Power costs ......................... 6,345 5,887 16,023 15,095
Depreciation and amortization ....... 5,151 4,970 15,336 14,756
Provision for environmental costs
(Notes (f) and (g)) ................ - - 9,000 -
--------- --------- ---------- ----------
Total operating expenses .......... 33,817 29,504 103,671 86,648
--------- --------- ---------- ----------
Operating income....................... 26,978 29,942 71,878 83,482
Interest expense....................... 9,335 9,493 27,882 28,081
Other income, net...................... 623 681 2,136 4,275
--------- --------- ---------- ----------
Net income before minority interest.... 18,266 21,130 46,132 59,676
Less minority interest in net income... (589) (438) (1,488) (1,238)
--------- --------- ---------- ----------
Net income............................. $ 17,677 $ 20,692 $ 44,644 $ 58,438
========= ========= ========== ==========
Income per unit........................ $ 0.89 $ 1.06 $ 2.25 $ 2.99
========= ========= ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
-2-
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three months Nine months
ended September 30, ended September 30,
--------------------------- ---------------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income ................................ $ 17,677 $ 20,692 $ 44,644 $ 58,438
--------- --------- --------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities--
Depreciation and amortization........... 5,151 4,970 15,336 14,756
Minority interest in net income......... 589 439 1,488 1,238
Environmental and litigation costs paid,
net of provisions...................... (3,893) (2,843) 2,767 (4,489)
Changes in postretirement benefits...... - - - (3,087)
Other, net.............................. 506 94 1,520 1,040
Changes in:
Short-term investments................. - 1,980 - (9,857)
Accounts receivable.................... 684 (1,337) (2,982) (1,141)
Accounts payable & accrued liabilities 12,312 9,373 8,011 6,865
Other current assets................... 437 1,938 (2,548) 977
--------- --------- --------- ---------
Total adjustments .................. 15,786 14,614 23,592 6,302
--------- --------- --------- ---------
Net cash provided by
operating activities............... 33,463 35,306 68,236 64,740
--------- --------- --------- ---------
Cash flows from investing activities:
Capital expenditures....................... (7,996) (3,913) (19,152) (9,031)
Other...................................... - 248 - 176
--------- --------- --------- ---------
Net cash used by investing
activities......................... (7,996) (3,665) (19,152) (8,855)
Cash flows from financing activities:
Distributions to partners.................. (15,351) (13,984) (44,687) (41,952)
--------- --------- --------- ---------
Increase in cash and cash equivalents....... 10,116 17,657 4,397 13,933
Cash and cash equivalents--
Beginning of period........................ 43,229 28,438 48,948 32,162
--------- --------- --------- ---------
End of period.............................. $ 53,345 $ 46,095 $ 53,345 $ 46,095
========= ========= ========= =========
Interest paid............................... $ 236 $ - $ 18,740 $ 18,663
========= ========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
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 presentation 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 nine-month periods
ended September 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 October 12, 1995, the Partnership declared a cash distribution of $0.75
per unit for the third quarter of 1995, to be paid on November 14, 1995 to
unitholders of record on October 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 rates and charges on its East and West
Lines are excessive. In July 1993, the Partnership settled the civil suit
brought by Navajo Refining Company. 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.
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 reserves for costs related
to the resolution of the El Paso civil suit and FERC proceeding. Upon, or 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
-4-
<PAGE>
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
assessment of the Partnership's potential liabilities associated with
environmental costs, including litigation related to the Sparks, Nevada
environmental site. Subsequently, the Partnership, as a member of the defendant
group in the Sparks, Nevada litigation, entered into settlement agreements
with several, but not all, plaintiffs in that litigation. It may be necessary
for the Partnership to record additional charges to earnings upon the resolution
of the remaining matters. Based on the information presently available,
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 SEPTEMBER 30, 1995 COMPARED TO 1994 PERIOD
The Partnership reported net income for the three months ended September 30,
1995 of $17.7 million, compared to net income of $20.7 million in the
corresponding 1994 quarter, with the variance being primarily due to increased
legal costs. Revenues for the third quarter of 1995 of $60.8 million were $1.3
million, or 2%, above the 1994 quarter's levels. Trunk revenues were $0.9
million higher than in the 1994 quarter primarily due to higher volumes. Total
volumes transported increased about 2% from the third quarter of 1994, with
commercial and military volumes being 1.5% and 5% higher than in 1994,
respectively. Third 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.
-5-
<PAGE>
Operating expenses of $33.8 million were $4.3 million, or 15%, higher than in
the 1994 quarter primarily due to higher general and administrative expenses
($3.1 million), facilities costs ($0.7 million), power cost ($0.5 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.
Facilities costs were higher due to higher right-of-way rental expense. The
increase in power cost resulted from increased volumes and greater usage of drag
reducing agent. The increase in depreciation and amortization resulted from the
Partnership's expanding capital asset base, particularly short-lived software
costs.
Despite the lower operating results, the minority interest allocation increased
by $0.2 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.
NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO 1994 PERIOD
The Partnership reported net income for the nine months ended September 30, 1995
of $44.6 million, compared to net income of $58.4 million in the prior year
period, with the variance being primarily due to special items recorded during
the second quarter in each year. Year to date 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, net income
for the nine months ended September 30, 1995 was $53.4 million, or $2.69 per
unit, compared to $55.4 million, or $2.83, in the 1994 period. Revenues for the
nine months ended September 30, 1995 of $175.5 million were $5.4 million, or 3%,
above 1994 levels. Trunk revenues were $3.8 million higher than in the 1994
period primarily due to higher volumes. Total volumes transported increased
about 2.5% from the third quarter of 1994, with commercial volumes 2.7% higher,
and military volumes 3% lower, than in 1994. 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 $1.2 million as the result of new terminal services offered.
Operating expenses of $103.7 million were $17.0 million higher than in the first
nine months of 1994, due largely to the 1995 environmental provision and higher
legal costs. Excluding that provision, operating expenses would have been $8.0
million, or 9%, higher than in the prior year period due to higher general and
administrative expenses ($4.3 million), field operating expenses ($1.2 million),
facilities costs ($1.0 million), power cost ($0.9 million) and depreciation and
amortization ($0.6 million). 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
field operating expenses is primarily attributable to higher pipeline repairs
and maintenance, including pipeline recoatings. Facilities costs were higher due
to higher right-of-way rental expense. The increase in power cost resulted from
increased volumes and greater usage of drag reducing agent. The increase in
depreciation and amortization resulted from the Partnership's expanding capital
asset base, particularly short-lived software costs.
Other income, net decreased $2.1 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
-6-
<PAGE>
interest allocation increased $0.3 million in 1995 due to the effect of the
increased quarterly per unit cash distribution.
FINANCIAL CONDITION
For the nine months ended September 30, 1995, cash and cash equivalents
increased $4.4 million. Cash flow from operations before working capital and
minority interest adjustments totaled $64.3 million for the nine months, a
decrease of $2.4 million from the corresponding 1994 period. Working capital
cash requirements decreased $5.6 million from the corresponding 1994 nine-month
period primarily due to the nonrecurring purchase of $9.9 million in short-term
investments in 1994, partially offset by lesser changes in other working capital
components. Significant uses of cash included cash distributions of $44.7
million and capital expenditures of $19.2 million. Total cash and cash
equivalents of $53.3 million at September 30, 1995 included $15.4 million for
the third quarter 1995 distribution to be paid to unitholders in November 1995.
Third quarter 1995 capital expenditures of $8.0 million were $4.1 million higher
than in the prior year. During 1995, the Partnership has 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 pipeline between Fresno and Colton. The
level of shipper throughput commitments obtained to date is not sufficient to
proceed and places the viability of this project in doubt. 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 major capital expenditures.
Long-term debt at September 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.
-7-
<PAGE>
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.
FERC PROCEEDING
On August 28, 1995, the complainants and FERC Staff submitted rebuttal testimony
to the Partnership's case-in-chief testimony filed in April 1995. Several sets
of rebuttal testimony were filed, with the complainants seeking reparations for
South System shipments between 1990 and 1994 aggregating approximately $35
million, as well as tariff rate reductions of between 30% and 40%. While each
set of testimony was different in certain respects, the claims for relief are
generally based on cost of service calculations adjusted to reflect 1994
Partnership volumes and revenues. The present procedural schedule calls for the
Partnership to file surrebuttal testimony on November 17, 1995 with respect to
certain specified issues, including the FERC's decision in the Lakehead Pipe
Line Company, Limited Partnership proceeding concerning a partnership's
entitlement to an income tax allowance in its cost of service. Hearings before
the FERC Administrative Law Judge are scheduled to commence in February 1996,
with an initial decision not expected before late-1996.
On October 5, 1995, the FERC ordered that the complaint of Mobil Oil Corporation
against the Partnership's South System rates, filed in April 1995, be
consolidated with the existing FERC proceeding.
EAST LINE CIVIL LITIGATION
With respect to the civil action brought by El Paso Refinery L.P. ("El Paso")
and its general partner, El Paso Refining, Inc. ("EPRI"), the parties continue
to pursue written discovery and witness depositions. In addition, on October 4,
1995, EPRI filed a Second Amended Petition seeking damages arising from alleged
unfulfilled representations of Partnership management with respect to future
East Line capacity, alleging that such representations had been relied upon in
negotiating the terms by which EPRI exchanged its refinery assets for ownership
interests in El Paso in 1989. The Partnership believes these allegations are
without merit and intends to vigorously defend itself in this action.
ENVIRONMENTAL MATTERS
As previously reported, 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, under which the defendant group will pay the
State of Nevada a total principal amount of $10 million in eleven equal payments
over ten years. The defendant group has also entered into a
-8-
<PAGE>
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.
On September 22, 1995, the defendant group reached a proposed settlement
agreement with the City of Sparks (the "City"), whereby, among other things, the
defendant group will pay the City the sum of $5 million in December 1995 and
$6.5 million in equal annual installments in the years 2002 through 2005 in
settlement of all of the City's claims related to this same contamination. Under
this proposed agreement, the defendant group would also reimburse certain legal
expenses of the City, donate certain water rights if and as needed, and use its
best efforts to install an enhanced remediation system. The agreement is subject
to approval by the Sparks City Council.
The defendant group has also negotiated settlement agreements with four property
owners in Sparks who had filed lawsuits seeking damages alleged to be
attributable to the environmental contamination. These settlement agreements
involve various terms, including cash payments and the purchase of certain
properties. There presently remain three property owners with whom the defendant
group has not yet reached settlement terms; negotiations with these parties are
ongoing. The Partnership's share of the settlements with the City and the
property owners will be determined in a subsequent mediation proceeding.
ITEM 5. OTHER INFORMATION.
On September 22, 1995, Santa Fe Pacific Corporation ("SFP") and Burlington
Northern Inc. consummated a business combination pursuant to which each became
direct or indirect wholly owned subsidiaries of a new publicly-held company,
Burlington Northern Santa Fe Corporation.
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 nine months ended
September 30, 1995.
(b) Reports on Form 8-K filed during the quarter ended September 30, 1995:
None.
-9-
<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 13, 1995 By: /s/ BARRY R. PEARL
-------------------------------------
Barry R. Pearl
Senior Vice President, Treasurer
and Chief Financial Officer
(On behalf of the Registrant)
-10-
<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 SEPTEMBER 30, 1995 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-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 53,345
<SECURITIES> 0
<RECEIVABLES> 39,452
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 97,765
<PP&E> 705,331
<DEPRECIATION> 88,769
<TOTAL-ASSETS> 727,182
<CURRENT-LIABILITIES> 38,783
<BONDS> 355,000
<COMMON> 0
0
0
<OTHER-SE> 289,198
<TOTAL-LIABILITY-AND-EQUITY> 727,182
<SALES> 0
<TOTAL-REVENUES> 175,549
<CGS> 0
<TOTAL-COSTS> 103,671
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,882
<INCOME-PRETAX> 46,132
<INCOME-TAX> 0
<INCOME-CONTINUING> 44,644
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44,644
<EPS-PRIMARY> 2.25
<EPS-DILUTED> 2.25
</TABLE>
