BUCKEYE PARTNERS, L.P. - FORM 8-K - EX-99.1 - CITI ONE-ON-ONE MLP/MIDSTREAM INFRASTRUCTURE CONFERENCE PRESENTATION

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Citi One-on-One MLP/Midstream Infrastructure Conference

August 22-23, 2012

EXHIBIT 99.1

LEGAL NOTICE/FORWARD-LOOKING STATEMENTS

This presentation contains “forward-looking statements” that we believe to be reasonable as of the date of this presentation. These

statements, which include any statement that does not relate strictly to historical facts, use terms such as “anticipate,” “assume,” “believe,”

“estimate,” “expect,” “forecast,” “intend,” “plan,” “position,” “predict,” “project,” or “strategy” or the negative connotation or other

variations of such terms or other similar terminology. In particular, statements, express or implied, regarding future results of operations or

ability to generate sales, income or cash flow, to make acquisitions, or to make distributions to unitholders are forward-looking statements.

These forward-looking statements are based on management’s current plans, expectations, estimates, assumptions and beliefs concerning

future events impacting Buckeye Partners, L.P. (the “Partnership” or “BPL”) and therefore involve a number of risks and uncertainties, many

of which are beyond management’s control. Although the Partnership believes that its expectations stated in this presentation are based on

reasonable assumptions, actual results may differ materially from those expressed or implied in the forward-looking statements. The factors

listed in the “Risk Factors” sections of, as well as any other cautionary language in, the Partnership’s public filings with the Securities and

Exchange Commission, provide examples of risks, uncertainties and events that may cause the Partnership’s actual results to differ materially

from the expectations it describes in its forward-looking statements. Each forward-looking statement speaks only as of the date of this

presentation, and the Partnership undertakes no obligation to update or revise any forward-looking statement.

INVESTMENT HIGHLIGHTS

Petroleum storage tanks at our Macungie terminal in Pennsylvania

Aerial view of BORCO’s six offshore jetties with tank farm in the distance

•

Over 125 years of continuous operations, with a 26-year track record as a publicly traded MLP on

the NYSE

•

Market capitalization near $5.0 billion

•

Lower cost of capital realized from elimination of GP IDRs

•

Investment grade credit rating with a conservative approach toward financing growth

•

Increased geographic and product diversity resulting from recent acquisitions

•

Growth opportunities to unlock significant value from acquisition of assets from major petroleum

companies - “Terminal Franchise”

•

Opportunities for significant internal growth projects on legacy and recently acquired assets

•

Paid cash distributions each quarter since formation in 1986

•

Implementing best practices across our business, including acquired assets

•

Improving our cost structure through an organizational restructuring in 2009

•

Expanding our asset portfolio through conservatively financed, accretive acquisitions, and

organic growth projects

•

Diversifying

our

legacy

business

into

new

geographies,

products,

and

asset

classes

•

Reducing cost of capital through the buy-in of our general partner

MANAGEMENT OBJECTIVES

•

The current management team has consistently executed on each element of our strategy to

transform Buckeye into a best-in-class asset manager by:

•

We continue to be committed to our mission of delivering superior returns through our talented,

valued employees and our core strengths of:

Achieving Financial and Operational Excellence

•

Best-in-class customer service

•

Operational excellence that provides consistent, reliable performance to optimize the

assets we own and operate

•

An unwavering commitment to safety, environmental responsibility, regulatory compliance,

and personal integrity

•

An entrepreneurial approach toward asset acquisition and development

CEO SUCCESSION AND STRATEGIC ORGANIZATIONAL REALIGNMENT

CEO succession effective 1Q 2012:

•

Clark C. Smith, Buckeye’s President and Chief Operating Officer,

succeeded Forrest E. Wylie as Chief Executive Officer, and joined the

Board of Directors of Buckeye’s general partner.

•

Forrest E. Wylie continues to serve as Non-Executive Chairman of the

Board, where he remains active in developing our strategic vision.

Strategic Organizational Realignment rationale:

•

Growth has resulted in increased complexities in each of Buckeye’s business areas, requiring focus and ownership of skilled executives on a

daily basis.

•

Allows business unit Presidents to focus on all aspects of performance–including commercial, operational, and financial performance–of

their respective business unit.

•

Board of Directors

Strategic Organizational Realignment, effective 1Q 2012; Buckeye

operations organized into three business units, each headed by a

President.

•

Domestic Pipelines & Terminals

•

International Pipelines & Terminals

•

Buckeye Services

Management Structure after Reorganization

Forrest E. Wylie

Chairman

Clark C. Smith

Chief Executive Officer

Keith E. St.Clair

Chief Financial

Officer

Robert A. Malecky

President, Domestic

Pipelines and Terminals

Mary F. Morgan

President, International

Pipelines and Terminals

Jeremiah J. Ashcroft, III

President,

Buckeye Services

William H. Schmidt, Jr.

General Counsel

Khalid A. Muslih

Corp. Development &

Strategic Planning

Domestic

Pipelines

Domestic

Terminals

BORCO

Terminal

Yabucoa

Terminal

Energy

Services

Natural Gas

Storage

Mark S. Esselman

Global

Human Resources

Development

& Logistics

Presidents of business units accountable for overall performance of those units.

Previous structure organized around functions (e.g., commercial, operations, etc.).

ORGANIZATIONAL OVERVIEW

Three Business Operating Units

Domestic Pipelines & Terminals

(1) See Appendix for Non-GAAP Reconciliations

•

Over 6,000 miles of pipeline with ~100 delivery locations

•

Approximately 100 liquid petroleum product terminals

•

Over 41 million barrels of liquid petroleum product storage capacity

•

Over 27 million barrels of storage capacity at 2 terminal facilities

in The Bahamas (~22 million) and Puerto Rico (~5 million)

•

Deep water berthing capability to handle ULCCs and VLCCs

in The Bahamas

•

Announced expansion underway to add approximately 4.7 million

barrels at Bahamian facility; first 1.1 million barrels placed in service in July

2012.

Buckeye Services

Natural Gas Storage

•

~30 Bcf of working natural gas storage capacity in Northern California

Energy Services

•

Markets refined petroleum products in areas served by Domestic Pipelines

& Terminals

•

5 terminals with ~1 million barrels of storage capacity

Development & Logistics

•

Operates ~2,800 miles of pipeline and 1.4 million barrels of storage capacity

under operation and maintenance contracts

International Pipelines & Terminals

BUCKEYE SYSTEM MAP

VALUE CREATION/GROWTH DRIVERS

$4 Billion Invested Since 2008

Perth Amboy, New Jersey Marine Terminal,

$260.0 million

BORCO Marine Terminal, $1.7 billion

BP Pipeline & Terminal Assets, $165.0 million

Maine Terminals and Pipeline, $23.5 million

Buy-in of BPL’s general partner, 20 million units issued

Yabucoa, Puerto Rico Terminal, $32.6 million

Opelousas, Louisiana Terminal, $13.0 million

Additional Equity Interest in West Shore Pipe Line Company,

$13.5 million

Blue/Gold Pipeline and Terminal Assets, $54.4 million

Lodi Natural Gas Storage, $442.4 million

Farm & Home Oil Company

(2)

, $146.2 million

(3)

Niles and Ferrysburg, Michigan Terminals, $13.9 million

Albany, New York Terminal, $46.9 million

(1)

Excludes acquisitions with a value of $10 million or lower

(2)

Now Buckeye Energy Services

(3)

Buckeye sold the retail division of Farm & Home Oil Company in 2008 for $52.6 million

(4)Estimate provided is mid-point of expected organic growth capital spend range

Transformation of Perth Amboy terminal into highly efficient, multi-

product storage, blending, and throughput facility

Significant expansion and product diversity plans at BORCO facility

Propylene

rail

and

storage

project

and

storage

expansion

and

unit train rack construction at two terminals within our Chicago

complex

Pipeline expansion between our Linden, NJ and Macungie, PA terminals

to increase capacity to Western PA

Butane blending and vapor recovery installations planned for numerous

terminal facilities across our system

Organic Growth Capital Spending

•

2012

2011

2010

2009

2008

Recent Transactions

(1)

Major Capital Projects in Current Year

•

Domestic Pipelines & Terminals

DOMESTIC PIPELINES & TERMINALS OVERVIEW

Petroleum storage tanks at our Macungie terminal in Pennsylvania

Pipelines & Terminals segment represents Buckeye’s

largest segment contribution to Adjusted EBITDA

Over 6,000 miles of pipeline located primarily in the

Northeast and Midwest United States moving over 1.3

million barrels of liquid petroleum products per day

with more than 100 delivery points

Approximately 100 liquid petroleum product storage

terminals located throughout the United States

Over 40 million barrels of storage capacity

Terminal

Throughput

Volumes

(1)

Pipeline

Throughput

Volumes

(1)(2)

(1)

(2)

sold in January of 2010

YTD as of June 30, 2012

Pipeline volumes exclude contribution from the Buckeye NGL Pipeline

•

BP PIPELINES & TERMINALS ACQUISITION

•

Transaction closed in June 2011

•

Total transaction purchase price of $165 million

•

33 liquid products terminals expanding Buckeye’s footprint

in the Midwest as well as providing geographic diversity

with terminals in the Southeast and on the West Coast

•

643 miles of refined product pipeline in Iowa and Northern

Ohio

•

590-mile “Lower V”

pipeline system that originates in

Dubuque, Iowa and runs southwest into Missouri and

then northwest back into Iowa

•

53 miles of pipelines in Northern Ohio

Transaction Overview

Benefits

to Buckeye

•

Represents a key step in Buckeye’s continued expansion and

geographic diversification efforts

•

Facilitates participation in several growth markets outside

Buckeye’s previous system footprint

•

Provides stable tariff and fee-based revenue streams,

supported by multi-year throughput commitments by BP

•

Acquisition was accretive to distributable cash flow

•

Commercial development of these assets has exceeded plan

•

Execution of our Best Practices Initiative strategies:

•

Rapid realization of operating synergies with Buckeye’s

existing assets

•

Headcount reduction pursuant to synergy realization

•

Process improvement resulting in efficient, cost-effective

operations

•

Operation

integrated

assets

under

Buckeye

business

strategy,

which

includes

utilization

assets

the

lowest

costs

per

unit

BP ACQUISITION—STRONG RESULTS

Successful Execution of Terminal Growth Franchise

•

Pipeline and terminal volumes have exceeded plan since

inception

•

Continued growth expected with several additional new

contracts still to be signed in the short term

•

Belton, SC and Fairfax, VA are select examples that

highlight significant growth through incremental third-

party business, and new products and service offerings

Terminal

Growth

Franchise

–

Ability

quickly

integrate

these

spun-off assets while unlocking significant value through

commercialization and application of our best practices formula

Belton, SC

Fairfax, VA

Number of new third-party terminal customers

Percentage increase in Adj. EBITDA contribution

from these assets for June 2012 vs. June 2011

14.5

Percentage of volume growth across all 33 acquired

terminals since inception

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

PERTH AMBOY ACQUISITION OVERVIEW

Acquisition of a New York Harbor marine terminal for

liquid petroleum products from Chevron for $260

million in cash

Unique opportunity to acquire key link in the product

logistics chain to unlock significant long-term value

across the Buckeye enterprise

Near-term plans to transform existing terminal into a

highly efficient, multi-product storage, blending, and

throughput facility

Anticipated growth capital investment in the facility of

~$200-225 million over the next three years at

attractive annual Adjusted EBITDA investment multiple

of 4 –

5x, resulting in all-in Adjusted EBITDA

investment multiple of 7 –

(1)

Transaction supported by multi-year storage, blending,

and throughput commitments from Chevron

Closed on July 26, 2012

Expected to be accretive to distributable cash flow per

unit in 2013

Portion of purchase price funded indirectly by

February 2012 registered direct offering of LP units

Note: Facility

located in Perth

Amboy, NJ.

Green line

indicates

approximate

property

boundaries

Located in New York Harbor as a NYMEX delivery point

Approximately 4.0 MMBbls total storage capacity

•

~2.7 MMBbls of active refined product storage

•

~1.3 MMBbls of refurbishable storage

4 docks (1 ship, 3 barge

(2)

) with water draft up to 37'

Pipeline, water, rail, and truck access

~250 acre site with significant undeveloped acreage for expansion

potential

Close proximity for integration with Buckeye’s Linden complex

(1)

Includes acquisition purchase price and capital spent on tanks, terminal piping, dock and truck rack improvements, and ~6 miles of new pipeline to be constructed from Perth Amboy to Buckeye’s Linden, NJ complex.

(2)

One of the barge docks is currently out of service.

Facility Overview

Transaction Overview

PERTH AMBOY COMMERCIAL STRATEGY

PADD

(1)

1 Market Opportunity

•

The PADD 1 region has ~36% of the U.S.

population and relies on PADD 3 and international

imports and transfers of refined products to meet

market demand

•

All U.S. Northeast product not produced by local

refineries must be supplied either through import

or inter-PADD transfers, increasing storage

capacity demand in the New York Harbor

•

New York Harbor NYMEX delivery point: nexus of

U.S. Northeast petroleum flows

•

Significantly more trading liquidity than

Philadelphia market

(1)

Petroleum Administration for Defense Districts

Buckeye Business Strategy

•

Pipeline constraints and poor facility

configurations (tank-to-tank communication) at

some existing terminals in New York Harbor result

in inefficiencies

•

Ability to complement storage with local product

distribution via truck rack

•

Strong interest expressed for a Bakken/Utica

crude solution, bunker fuel growth, and asphalt

terminalling/supply

•

Opportunity to tie-in imports and exports to/from

the U.S.

•

Perth Amboy is in a highly attractive location in the

New York Harbor with access to the large local PADD

1 market

•

Multi-mode takeaway capacity (pipe, water, rail, truck)

connected to the Buckeye system and inland distribution

network

•

Balanced focus on imports/exports for clean

products (gasoline, distillates, jet) and dirtier fuels

(crude, fuel oil, asphalt)

•

Facilitates U.S. Northeast product flow and logistics

•

Secures and diversifies access to product supply

•

Extension of the product value chain with BORCO

Optimal facility configuration with simultaneous operations and high-speed takeaway capacity will give

Perth Amboy competitive advantages in the marketplace

LONG-TERM VISION –

“Connecting the Dots…”

•

Global supply and demand imbalances expected to persist,

but they will likely continue to shift as the rate of change

accelerates

•

We believe New York Harbor and Buckeye’s pipeline system

are critical components to facilitate Northeast product flow

logistics

•

BORCO, Perth Amboy, and Yabucoa are key components of a

long-term marine terminal strategy

•

Execution on this strategy will continue to differentiate

Buckeye’s service offerings and provide sustainability and

optionality for further growth in our core businesses

BORCO

Yabucoa

•

Anticipate new sources of product supply in the future

•

New global refining capacity coming online will seek deficit markets

•

Northeast U.S. refineries face long-term challenges from high cost

and low investment

•

Perth Amboy will function as a premier access point for refined

petroleum products moving into PADD 1

•

A component of our strategy in acquiring BORCO was to help

facilitate product flow into the Buckeye system in PADD 1

•

Create a more fully integrated and flexible system with superior

trade flow connectivity, service capabilities, and tankage versatility

DOMESTIC PIPELINES & TERMINALS GROWTH POTENTIAL

NY Harbor to PA Expansion

(completed 4/1/12):

•

Increased Buckeye’s ability to handle NY

Harbor barrels destined for the Pennsylvania

market

•

Incremental 30,000 bpd of pipeline capacity

Bakken Crude:

•

Contracted to offload approximately 8,600 bpd

of Bakken crude for refinery customer at

Woodhaven, MI facility

•

In preliminary discussions with multiple

customers regarding supplying Bakken crude to

the East Coast refineries

•

Perth Amboy well-suited for handling via rail

Butane Blending:

•

Significant growth driven by strong blending

margins

•

Improved blending efficiencies and oversight

•

Opportunities for further locational

deployment of blending capabilities

Propylene Rail Facility

(in progress):

•

Construction of new propylene storage at East

Chicago facility

•

Add rail loading capability at that facility

Utica Shale

Opportunity:

•

Development is

in early stages,

but industry

consensus is that

crude logistics

solutions will be

needed

•

Buckeye has

presence in area

and has

opportunity to

utilize existing

infrastructure,

including ROW

and underutilized

lines, to be key

logistics provider

Miami and JFK Airports Pipeline Expansions (potential):

•

Reviewing expansion options as a result of jet fuel volume growth

Chicago Complex Crude Oil Storage Opportunity (potential):

•

Opportunity to leverage asset footprint in Chicago to take

advantage of changing crude oil slates in the market

PROJECTS

Primary

Utica Shale

Opportunity:

FERC ORDER

Buckeye Pipe Line’s Market-Rate Program

History of Program

•

In 1991, FERC approved Buckeye Pipe Line Company, L.P.’s (“BPL Co.”) use of an innovative rate-setting system.

•

In competitive markets, BPL Co. sets rates competitively under the program, subject to a cap

•

Rates in the other markets are tied to changes in competitive market rates

•

On March 1, 2012, BPL Co. filed for system-wide rate increases under the program, to which a single shipper in the New York City area

protested.

•

On March 30, 2012, FERC issued an order rejecting the rate increases and indicated FERC would review whether to continue the program. BPL

Co.’s response, which was filed May 15, affirmed that the program has functioned reasonably, has adjusted rates in line with the pipeline

industry, and has not caused undue discrimination among its shippers.

•

On June 29, 2012, the initial protesting party filed comments contending that BPL Co.’s program has not been reasonable and should be

discontinued; three companies intervened in the proceedings without taking a position, while three companies and a committee representing

jet fuel consumers at an airport supported the position of the protesting party.

•

On July 16, 2012, BPL Co. filed an answer, rebutting the assertions in the protesting party’s June 29 filing. The protesting party then filed an

answer on July 30, 2012, to which we subsequently responded on August 14, 2012.

Program Footprint

•

Approximately 70% of Buckeye’s total pipeline revenue in 2011 and under 50% of our Pipeline & Terminals segment’s 2011 revenues.

•

In 1991, when FERC last reviewed BPL Co.’s markets:

•

15 of the 20 markets (50% of BPL Co.’s 2011 revenues) were designated competitive

•

Four out of 20 markets (25% of BPL Co.’s 2011 revenues) were considered non-competitive

•

No determination was made regarding the NYC market (remaining 25% of BPL Co.’s 2011 revenues)

•

FERC order does not affect any pipelines or terminals owned by our other operating subsidiaries.

Possible Outcomes

•

Buckeye believes the program should be preserved because the markets remain competitive and the program is in line with industry

experience and overall cost trends.

•

FERC may discontinue or modify the program to its generic rate-setting methodology of indexing or one of the alternative methodologies

(market-based, cost-based, or settlement-based rates).

•

Depending on the outcome of FERC’s review, the level of some or all of BPL Co.’s rates could be subject to change, which could have a material

impact on our revenues.

International Pipelines & Terminals

INTERNATIONAL PIPELINES AND TERMINALS

(1)

Excludes non-cash amortization of unfavorable storage contracts.

83%

11%

BORCO 2011 REVENUE

(1)

Storage (take or pay)

Berthing (variable)

Other Ancillary (variable)

66%

20%

14%

BORCO 2011 LEASED CAPACITY

Fuel Oil

Crude Oil

Refined Products

BORCO

•

World-class marine storage terminal for crude oil, fuel oil, and refined

petroleum products

•

22.5 MMBbls capacity

•

Located in Freeport, Bahamas, 80 miles from Southern Florida and 920

miles from New York Harbor

•

Deep-water access (up to 91 feet) and the ability to berth VLCCs and

ULCCs

•

Significant amount of capacity under long-term (3-5 year) take or pay

contracts

•

World-class customer base

•

Variable revenue generation from ancillary services such as berthing,

blending, bunkering, and transshipping

•

Hub for international logistics

•

Expansion project approved for 4.7 million barrels with 1.1 million

barrels delivered to date; room to double storage capacity if market

conditions permit

International Pipelines & Terminals Yabucoa, Puerto Rico

•

Well maintained facility with superior blending/manufacturing facilities

•

4.6 million barrels of refined petroleum product, fuel oil, and crude oil

storage capacity

•

Strategic location supports a strong local market and also provides

regional growth opportunities

•

Long-term fee-based revenues supported by multi-year volume

commitments from Shell

BORCO BERTHING CAPABILITIES

SIX OFFSHORE JETTIES AND INLAND DOCK

BERTH 5

Fuel Oil

Clean Products

BERTH 7

Fuel Oil

Clean Products

Berth 12

(Inland Dock)

Fuel Oil

Clean Products

BERTH 8

Crude Oil

Fuel Oil

Clean Products

BERTH 6

Crude Oil

Fuel Oil

Clean Products

BERTH 9

Crude Oil

Fuel Oil

BERTH 10

Crude Oil

Fuel Oil

BORCO INTERNAL GROWTH PROJECTS

EXPANSION AND OTHER GROWTH OPPORTUNITIES

Significant Land Available for Expansion

•

Expansion project at BORCO well underway

Phase 1 to add approximately 3.5 million barrels of storage

capacity

1.1 million barrels of fuel oil storage in operation as of July

2012

Other Internal Growth Opportunities

•

Strong interest in setting up crude topping unit at BORCO

•

Driver: need for low sulfur fuel oil

•

Strategic alliance could also support GC exports as

shale/Canadian crude floods into GC (export after “minor

processing”)

BORCO is the logical, geographical, optimum spot for a new

“Bunker filling station”

2014 Panama Canal expansion to allow passage of Suezmax

vessels expected to lead to 20-30% increase in traffic, BORCO

location ideal to service the incremental vessels

BORCO

Expansion

Capacity

(1)

–millions

barrels

(1)

Graph reflects expected midpoint of capital spend range. Dates represent expected date that capacity is placed in service.

Yellowfield Area

Greenfield Area

Bluefield Area

•

~0.8 million barrels of refined products storage expected to

be in-service early in the fourth quarter of 2012

~1.6 million barrels of refined products storage to be in-

service in first half of 2013

Initiation of Phase 2 expansion of 1.2 million barrels of crude oil

storage expected to be in service Q3 2013

Over 65% of total expansion capacity is already leased

Longer-term opportunity to double storage capacity in Greenfield

Offshore

jetty

berths)

and

inland

dock

construction

completed

and

operations initiated in Q4 2011

Crude Unit

Bunkering

Opportunities

–

Blended

Fuel

Oil

•

Buckeye Services

BUCKEYE SERVICES OVERVIEW

Buckeye Energy Services (“BES”) markets a wide range of

refined petroleum products and other ancillary products

in areas served by Buckeye’s pipelines and terminals

Strategy for mitigating basis risk included a reduction of

refined product inventories in the Midwest and focusing

on fewer, more strategic locations for transacting

business

Recently reduced costs by right-sizing the infrastructure

for reduced geographic focus

Contributed almost $37 million in revenues to Domestic

Pipelines & Terminals over last 12 months while also

providing valuable insight on demand and pricing

support for our terminalling and storage business

Buckeye Development & Logistics (“BDL”) currently

operates approximately 2,800 miles of pipelines and 1.4

million barrels of storage capacity

BDL is also responsible for identifying and completing

potential acquisitions and organic growth projects for

Buckeye

BDL services offered to customers

Contract operations

Project origination

Asset development

Engineering design

Project management

Buckeye’s Lodi Gas Storage facility is a high performance natural gas storage facility with approximately 30 Bcf of

working gas capacity in Northern California serving the greater San Francisco Bay Area

Revenue is generated through firm storage services and hub services

The

facilities

collectively

have

maximum

injection

and

withdrawal

capability

approximately

550 million cubic feet

per day (MMcf/day) and

750 MMcf/day, respectively

Lodi’s

facilities

are

designed

provide

high

deliverability

natural

gas

storage

service

and

have

proven

track

record

of safe and reliable operations

Natural Gas Storage

Energy Services

Development & Logistics

•

Financial Overview

FINANCIAL PERFORMANCE

Adjusted EBITDA ($MM)

(1)(2)

Cash Distributions per Unit

Cash Distribution Coverage

(2)(3)

(1)

LTM as of June 30, 2012

(2)

See Appendix for Non-GAAP Reconciliations

(3)

Distributable cash flow divided by cash distributions declared for the respective periods

(4)

Long-term debt less cash and cash equivalents divided by Adjusted EBITDA

Net LT Debt/Adjusted EBITDA

(1)(4)(6)

(5) Pro forma distribution coverage excludes $17.1 million of acquisition and integration expenses incurred in

2011 and $16.2 million during the LTM period ended June 30, 2012

(6) For purposes of calculating the leverage, Adjusted EBITDA is adjusted for pro forma impacts of acquisitions

$248.5

$313.6

$370.2

$382.6

$487.9

$483.0

$100

$200

$300

$400

$500

$600

2007

2008

2009

2010

2011

LTM

0.95x

1.01x

1.16x

1.03x

0.91x

0.84x

0.00x

0.40x

0.80x

1.20x

1.60x

2007

2008

2009

2010

2011

LTM

Pro forma Distribution Coverage

Declared Distribution Coverage

0.96x

0.89x

$3.275

$3.475

$3.675

$3.875

$4.075

$4.138

$0.00

$1.25

$2.50

$3.75

$5.00

2007

2008

2009

2010

2011

LTM

3.09x

4.44x

3.95x

3.94x

4.69x

4.71x

0.00x

1.50x

3.00x

4.50x

6.00x

2007

2008

2009

2010

2011

LTM

(5)

INVESTMENT SUMMARY

Stability and Growth

•

Proven 26-year track record as a publicly traded partnership through varying economic and commodity price cycles

•

Management

continues

drive

operational

excellence

through

its

best

practices

initiative

•

Recent acquisitions provide Buckeye with increased geographic and product diversity, including access to

international logistics opportunities, and provide significant near-term growth projects

•

July 2012 acquisition of marine terminal facility in Perth Amboy, NJ from Chevron furthers Buckeye’s strategy to

create a fully integrated and flexible system that offers unparalleled connectivity and service capabilities;

provides significant near-term growth opportunities at attractive multiple

•

World-class

BORCO

marine

storage

terminal

with

22.5

million

barrels

storage

capacity

for

crude

oil

and

liquid

petroleum products in Freeport, Bahamas with approved expansion project of 4.7 million barrels, including 1.1

million barrels operational in July 2012; serves as important logistics hub for international petroleum product

flows

•

Diversified portfolio of assets provides balanced mix of stability and growth and is well positioned to take

advantage of changing supply and demand fundamentals for crude and refined petroleum products to drive

improved returns to unitholders

Non-GAAP Reconciliations

BASIS OF REPRESENTATION; EXPLANATION OF NON-GAAP MEASURES

Buckeye’s equity-funded merger with Buckeye GP Holdings, L.P. (“BGH”) in the fourth quarter of 2010 has been treated as a reverse merger for accounting

purposes. As a result, the historical results presented herein for periods prior to the completion of the merger are those of BGH, and the diluted weighted

average number of LP units outstanding increase from 20.0 million in the fourth quarter of 2009 to 44.3 million in the fourth quarter of 2010. Additionally,

Buckeye incurred a non-cash charge to compensation expense of $21.1 million in the fourth quarter of 2010 as a result of a distribution of LP units owned by

BGH GP Holdings, LLC to certain officers of Buckeye, which triggered a revaluation of an equity incentive plan that had been instituted in 2007.

Adjusted EBITDA and distributable cash flow are measures not defined by GAAP. Adjusted EBITDA is the primary measure used by our senior management,

including our Chief Executive Officer, to (i) evaluate our consolidated operating performance and the operating performance of our business segments, (ii)

allocate resources and capital to business segments, (iii) evaluate the viability of proposed projects, and (iv) determine overall rates of return on alternative

investment opportunities. Distributable cash flow is another measure used by our senior management to provide a clearer picture of Buckeye’s cash available

for distribution to its unitholders. Adjusted EBITDA and distributable cash flow eliminate (i) non-cash expenses, including, but not limited, to depreciation and

amortization expense resulting from the significant capital investments we make in our businesses and from intangible assets recognized in business

combinations, (ii) charges for obligations expected to be settled with the issuance of equity instruments, and (iii) items that are not indicative of our core

operating performance results and business outlook.

Buckeye believes that investors benefit from having access to the same financial measures used by senior management and that these measures are useful to

investors because they aid in comparing Buckeye’s operating performance with that of other companies with similar operations. The Adjusted EBITDA and

distributable cash flow data presented by Buckeye may not be comparable to similarly titled measures at other companies because these items may be defined

differently by other companies. Please see the attached reconciliations of each of Adjusted EBITDA and distributable cash flow to net income.

This presentation references forward-looking estimates of Adjusted EBITDA and investment multiples projected to be generated by the Perth Amboy terminal.

A reconciliation of estimated Adjusted EBITDA to GAAP net income is not provided because GAAP net income generated by the Perth Amboy terminal for the

applicable periods is not accessible. Buckeye has not yet completed the necessary valuation of the various assets to be acquired, a determination of the useful

lives of these assets for accounting purposes, or an allocation of the purchase price among the various types of assets. In addition, interest and debt expense is

a corporate-level expense that is not allocated among Buckeye’s segments and could not be allocated to the Perth Amboy terminal operations without

unreasonable effort. Accordingly, the amount of depreciation and amortization and interest and debt expense that will be included in the additional net

income generated as a result of the acquisition of the Perth Amboy terminal is not accessible or estimable at this time. The amount of such additional resulting

depreciation and amortization and applicable interest and debt expense could be significant, such that the amount of additional net income would vary

substantially from the amount of projected Adjusted EBITDA.

NON-GAAP RECONCILIATIONS

Net Income to Adjusted EBITDA ($M)

(1)

LTM as of June 30, 2012.

(2)

On November 19, 2010, Buckeye merged with Buckeye GP Holdings L.P.

(3)

2010,

Buckeye

revised

its

definition

Adjusted

EBITDA

exclude

non-cash

unit-based

compensation

expense,

the

2010

non-cash

equity

plan

modification

expense

and

income

attributable

noncontrolling

interests

affected

the

merger

for

periods

prior

our

buy-in

our

general

partner.

These

amounts

were

excluded

from

Adjusted

EBITDA

presented

for

2008,

2009

and

2010

our

Annual

Report

Form

10-K

for

the

year

ended

December 31, 2010, as amended.

Adjusted EBITDA for 2007 has been restated in this presentation to exclude these amounts for comparison purposes.

2007

2008

2009

2010

2011

LTM

(1)

Net income attributable to BPL

22,921

26,477

49,594

43,080

108,501

56,325

Interest and debt expense

51,721

75,410

75,147

89,169

119,561

118,890

Income tax expense (benefit)

760

801

(343)

(919)

(192)

666

Depreciation and amortization

40,236

50,834

54,699

59,590

119,534

130,889

EBITDA

115,638

153,522

179,097

190,920

347,404

306,770

Net

income

attributable

noncontrolling

interests

affected

merger

(2)

131,941

153,546

90,381

157,467

Amortization of unfavorable storage contracts

(7,562)

(8,731)

Gain on sale of equity investment

(34,727)

(615)

Non-cash deferred lease expense

4,598

4,500

4,235

4,122

4,011

Non-cash unit-based compensation expense

968

1,909

4,408

8,960

9,150

12,000

Equity plan modification expense

21,058

Asset impairment expense

59,724

Goodwill impairment expense

169,560

Reorganization expense

32,057

Adjusted EBITDA

(3)

248,547

313,575

370,167

382,640

487,947

482,995

Adjusted Segment EBITDA

Pipelines & Terminals

238,830

253,790

302,164

346,447

361,018

364,614

International Operations

(4,655)

112,996

119,100

Natural Gas Storage

41,814

41,950

29,794

4,204

2,708

Energy Services

9,443

19,335

5,861

1,797

(14,181)

Development & Logistics

9,717

8,528

6,718

5,193

7,932

10,754

Total Adjusted EBITDA

(3)

248,547

313,575

370,167

382,640

487,947

482,995

NON-GAAP RECONCILIATIONS

Net Income to Distributable Cash Flow ($M)

(1)

LTM as of June 30, 2012.

(2)

On November, 19, 2010, Buckeye merged with Buckeye GP Holdings L.P.

(3)

In 2011, Buckeye revised its definition of Distributable Cash Flow to exclude amortization of deferred financing costs and debt discounts. Distributable Cash Flow for 2007-2010 have been restated to exclude those amounts for

comparison purposes.

(4) Represents

cash

distributions

declared

for

limited

partner

units

(LP

units)

outstanding

each

respective

period.

2012

amounts

reflect

actual

cash

distributions

paid

units

for

the

quarter

ended

March

31,

2012

and

estimated

cash

distributions

paid

units

for

the

quarter

ended

June

30,

2012.

Distributions

with

respect

the

Class

units

outstanding

the

record

date

for

each

quarter

ended

during

2011

and

the

first

quarter

2012, and the Class B units outstanding on the record date for the quarter ended June 30, 2012, are paid in additional Class B units rather than in cash.

2007

2008

2009

2010

2011

LTM

(1)

Net income attributable to BPL

22,921

26,477

49,594

43,080

108,501

56,325

Depreciation and amortization

40,236

50,834

54,699

59,590

119,534

130,889

Net

income

attributable

noncontrolling

interests

affected

merger

(2)

131,941

153,546

90,381

157,467

Gain on sale of equity investment

(34,727)

(615)

Non-cash deferred lease expense

4,598

4,500

4,235

4,122

4,011

Non-cash unit-based compensation expense

968

1,909

4,408

8,960

9,150

12,000

Equity plan modification expense

21,058

Asset impairment expense

59,724

Reorganization expense

32,057

Non-cash senior administrative charge

950

1,900

475

Amortization of unfavorable storage contracts

(7,562)

(8,731)

Write-off of deferred financing costs

3,331

Amortization

deferred

financing

costs

and

debt

discounts

(3)

1,448

1,737

3,134

4,411

4,289

3,766

Goodwill impairment expense

169,560

Maintenance capital expenditures

(33,803)

(28,936)

(23,496)

(31,244)

(57,467)

(61,576)

Distributable Cash Flow

164,661

212,065

275,476

267,557

318,731

308,960

Distributions

for

Coverage

ratio

(4)

173,689

209,412

237,687

259,315

351,245

366,086

Coverage Ratio

0.95

1.01

1.16

1.03

0.91

0.84

Attached files

BUCKEYE PARTNERS, L.P. Reports

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