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8-K - FORM 8-K - BUCKEYE PARTNERS, L.P.d559343d8k.htm
Investor Presentation
June 25–27, 2013
©
Copyright 2013 Buckeye Partners, L.P.
Exhibit 99.1


LEGAL NOTICE/FORWARD-LOOKING STATEMENTS
©
Copyright 2013 Buckeye Partners, L.P.
2
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
©
Copyright 2013 Buckeye Partners, L.P.
3
Over 125 years of continuous operations, with a 26-year track record as a publicly traded MLP on the
NYSE
Market capitalization of $7.0 billion
Lower cost of capital realized from elimination of GP IDRs; differentiation from many of our peers
Investment grade credit rating with a conservative approach toward financing growth 
Increased
geographic
and
product
diversity
resulting
from
recent
acquisitions
Attractive growth investment opportunities across our domestic and international asset platform;
including crude diversification projects utilizing existing asset footprint
Opportunities
for
significant
internal
growth
projects
on
legacy
and
recently
acquired
assets
Increased distribution declared for Q1 2013; paid cash distributions each quarter since formation in
1986


BUCKEYE’S STRATEGY
4
Key Component
Guiding Principle
Generate
Exceptional
Financial
Returns to
Unitholders
©
Copyright 2013 Buckeye Partners, L.P.
Our Vision: 
Our Mission:  To deliver superior returns to our investors through our talented, valued employees and our
core strengths of
An unwavering commitment to safety, environmental responsibility, regulatory compliance, and personal integrity
Best-in-class customer service and sophisticated commercial operations
Operational excellence that provides consistent, reliable performance at the lowest reasonable cost
An
entrepreneurial
approach
toward
logistical
solutions
to
profitably
expand
and
optimize
Buckeye’s
portfolio
of
global
energy
assets
A commitment to consistent execution and the continuous improvement of our operations, projects and people
Buckeye - the logistical solutions partner of choice for the global energy business


ORGANIZATIONAL OVERVIEW
Three Business Operating Units
Domestic Pipelines & Terminals
~6,000 miles of pipeline with ~100 delivery locations
~100 liquid petroleum product terminals
~42 million barrels of liquid petroleum product storage capacity 
International Pipelines & Terminals
~30 million barrels of storage capacity at 2 terminal facilities
in The Bahamas (~25 million) and Puerto Rico (~5 million)
Deep water berthing capability to handle ULCCs and VLCCs
in The Bahamas
Announced expansion of 4.7 million barrels at Bahamian facility nearing
completion, with 1.9 million barrels placed in service 2     half 2012, 1.6
million placed into service during Q1 2013, and 1.2 million barrels expected
to be placed into service during Q3 2013
Buckeye Services
Natural Gas Storage
Over 30 Bcf of working natural gas storage capacity in Northern California
Energy Services
Markets refined petroleum products in areas served by Domestic
Pipelines
& Terminals
Development & Logistics
Operates and/or maintains third-party pipelines under agreements with
major oil and gas and chemical companies
(1) LTM through March 31, 2013. See Appendix for Non-GAAP
Reconciliations
©
Copyright 2013 Buckeye Partners, L.P.
5
nd


BUCKEYE SYSTEM MAP
©
Copyright 2013 Buckeye Partners, L.P.
6


VALUE CREATION/GROWTH DRIVERS
$4 Billion Invested Since 2008
Recent Transactions
(1)
2012
Perth Amboy, New Jersey Marine Terminal,
$260.0 million
2011
BORCO Marine Terminal, $1.7 billion
BP Pipeline & Terminal Assets, $165.0 million
Maine Terminals and Pipeline, $23.5 million
2010
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
2009
Blue/Gold Pipeline and Terminal Assets, $54.4 million
2008
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
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Copyright 2013 Buckeye Partners, L.P.
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(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
Capital Projects Benefiting 2013 and Beyond
Organic Growth Capital Spending
(4)
$0
$80
$160
$240
$320
$400
2008
2009
2010
2011
2012
2013P
Perth Amboy
BORCO
Domestic Assets
(excl. Perth
Amboy)
$91.5
$247.9
$63.8
$46.5
$276.9
$310.0
(4)
Transformation of Perth Amboy terminal into highly efficient, multi-
product storage, blending, and throughput facility with crude unit train
offloading capability
Storage expansion and terminal enhancements at BORCO facility
Construction
of
crude
oil
storage
tanks,
capacity
increases
in
pipeline interconnectivity, and crude oil pipeline to unit train
connection within our Chicago complex
Truck loading rack upgrades in the Midwest
Refurbishment of tanks across the domestic system
Butane blending, vapor recovery, and additive system installations
planned
for
numerous
terminal
facilities
across
the
domestic
system
Completion of modifications at Albany terminal, allowing the handling
of both crude oil and ethanol unit trains


CRUDE DIVERSIFICATION
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Copyright 2013 Buckeye Partners, L.P.
8
With the emergence of the Bakken and Utica shale plays, as well as new crude developments in
Latin
America,
Buckeye
is
looking
at
ways
to
leverage
its
assets
to
provide
crude
oil
logistics
solutions
to
producers
and
refiners
wherever
possible.
Crude Blending & Staging
To West
Coast
To Asia
To Gulf
Coast
To Europe
From Latin
America
Source: PFC Energy
Albany, NY
Multi-year contract signed with Irving Oil in October 2012 to provide crude oil
services, including offloading unit trains, storage, and throughput
Albany terminal has two ship docks on the Hudson River, allowing
transport of
crude oil directly to Irving’s facility
Perth Amboy, NJ
Project initiated to add crude by rail capability
Outbound transportation options include ship, barge, and pipeline
Chicago Complex
Diluent
storage
and
transshipments
inbound
via
railroad
and
pipeline; outbound
via pipeline to Canadian destinations
Long-term storage and throughput agreement recently signed with major
that
supports
construction
of
incremental
1.1
million
barrels
of
crude
oil
storage
Long-term crude oil storage, throughput, and rail loading services agreement
recently signed with crude oil marketer; Western Canadian  and Bakken crude oil
expected to be transported via pipeline into Chicago Complex for
ultimate delivery
to unit-train facilities on the East, Gulf, and West Coasts
BORCO (Freeport, Bahamas)
Multi-year agreement signed in April 2012 to support 1.2 million barrel expansion of
facility
Latin America crude developments forcing producers to find large
storage
locations with blending capabilities and segregation for multiple qualities of crude
Advanced marine infrastructure and service capabilities provide competitive
advantage over other marine terminals in the region


Domestic Pipelines & Terminals
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Copyright 2013 Buckeye Partners, L.P.
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DOMESTIC PIPELINES & TERMINALS OVERVIEW
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Copyright 2013 Buckeye Partners, L.P.
10
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 nearly
1.4 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
Approximately 42 million barrels of storage capacity
Terminal Throughput Volumes
Pipeline Throughput Volumes
(1)
Through March 31, 2013.


PERTH AMBOY OVERVIEW
Facility Overview
BPL purchased facility from Chevron (closed in July 2012)
Located at the southwest end of New York Harbor on
the Arthur Kill
Only ~ 6 miles from Buckeye Linden complex
Pipeline, water, rail, and truck access
Strategically situated on New York Harbor as a NYMEX
delivery point
Approximately 5 MMBbls total storage capacity
2.7 MMBbls of active refined product storage
1.3 MMBbls of refurbishable refined product storage
0.8 MMBbls of heavy oil refurbishable storage
4 docks (1 ship, 3 barge
(1)
) with water draft up to 37'
~250 acre site with significant undeveloped acreage for
expansion potential
Capital investment period supported by multi-year
storage, blending, and throughput commitments from
Chevron
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Copyright 2013 Buckeye Partners, L.P.
11
Note: Facility
located in Perth
Amboy, NJ. 
Green line
indicates
approximate
property
boundaries
(1)
One of the barge docks is currently out of service.
Growth Opportunities
Near-term plans to transform existing terminal into a highly
efficient, multi-product storage, blending, and throughput facility
Potential for crude, gasoline, distillate, ethanol, asphalt, or 6 oil
service that can be optimized as market needs evolve
Pipeline planned for direct interconnect to Buckeye Linden
complex
Project initiated to allow handling of Bakken-sourced crude oil via
rail and ship
Strategic Rationale
Improves connectivity and service capabilities for
customers to increase Buckeye system utilization
Provides for security and diversity of product supply for
Buckeye’s customers by connecting waterborne product
supply with end destination markets across the Buckeye
system
Provides customers with storage at New York Harbor, a
highly liquid NYMEX settlement point


DOMESTIC PIPELINES & TERMINALS GROWTH POTENTIAL
Crude Diversification: 
Multi-year contract to support transformation of
the Albany marine terminal to provide crude oil
services, including offloading unit trains,
storage, and throughput
Contracted to offload Bakken crude for refinery
customer at Woodhaven, MI facility
Project initiated to add crude by rail capability at
Perth Amboy
Chicago Complex Crude Oil and Other
Opportunities:
Construction of additional 1.1 million barrels of
crude oil storage capacity to leverage asset
footprint in Chicago; project is underwritten by
long-term contract with major
Re-purposing of rail facilities and enhancement
of pipeline interconnectivity in connection with
long-term crude oil storage, throughput, and rail
loading services agreement with a marketer
Project underway to increase refined products
pipeline interconnectivity within the complex
Recently completed propylene storage at facility
with rail loading capability
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Copyright 2013 Buckeye Partners, L.P.
12
Significant growth driven by strong blending margins
Improved blending efficiencies and oversight
Opportunities for further locational deployment of blending capabilities
PROJECTS
Primary
Utica
Shale
Other Projects In Progress:
Storage expansions at existing domestic terminals, including Pittsburgh
and Opelousas terminals
Buckeye’s ability to leverage and repurpose our existing domestic asset footprint has allowed us
to successfully deliver high-return growth capital projects with low single digit multiples
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
Butane Blending:


FERC ORDER DEVELOPMENTS
Buckeye Pipe Line’s Market-Rate Program
FERC Closes “Show Cause” Proceeding Regarding Buckeye Pipe Line Company, L.P. (“BPL Co.”)
In response to protest of an airline shipper in the NYC area, FERC issued a “Show Cause” order on March 30, 2012, directing BPL Co. to
justify continuation of its innovative rate-setting system and rejecting its routine, system-wide tariff increases.
FERC issued an order on February 22, 2013, closing the “Show Cause” proceeding and ruling that:
BPL Co. can continue to charge its current rates undisturbed
BPL Co. granted full market-based-rate authority, i.e., no longer subject to rate increase caps, in markets previously found by FERC
to be competitive markets, in which BPL Co. generated $137 million of revenue from interstate transportation service in 2012
BPL Co. allowed to file future rates in its remaining markets, in which BPL Co. generated $126 million of revenue from interstate
transportation service in 2012, pursuant to any of the methodologies permitted by FERC regulations, including in accordance with
the generic FERC index
Treatment of NYC market rate still pending outcome of two other filings, as discussed below (Airlines’ Complaint and
Market-Based Rates Application for New York City Market)
Earlier program utilized by BPL Co. now discontinued.
BPL Co. Increases Tariffs
BPL Co. increased tariffs effective May 1     by approximately seven percent in those markets subject to market-based-rate authority
BPL Co. is still evaluating the extent to which it will increase tariff rates in the remaining markets, but does expect to file for a tariff
increase (excluding the NYC market) effective with the normal July 1    index cycle. 
The July 1, 2013 increase in the FERC index, which is a methodology available to BPL Co., has been set by FERC at 4.6 percent.
Airlines’ Complaint
On September 20, 2012, four airlines filed a complaint at FERC challenging BPL Co.’s tariff rates for transporting jet fuel to three NYC
airports – the same movements that were the subject of the March 2012 protest that led to the “show cause” proceeding.
On October 10, 2012, BPL Co. filed its answer to the complaint, and additional filings were made by the parties in October and November. 
No third parties have filed to intervene in the complaint proceeding.
On February 22, 2013, FERC issued an order setting the matter for hearing, but such hearing is on hold pending the outcome of FERC-
ordered settlement discussions between the parties, which are being facilitated by a FERC-appointed settlement judge.
In 2012, deliveries of jet fuel to the NYC airports generated approximately $32 million of BPL Co.’s revenues. The complaint is not
directed at BPL Co.’s rates for service to other destinations, and it has no impact on the pipeline systems and terminals owned by
Buckeye’s other operating subsidiaries.
st
st
©
Copyright 2013 Buckeye Partners, L.P.
13


FERC ORDER DEVELOPMENTS (Continued)
Buckeye Pipe Line’s Market-Rate Program
©
Copyright 2013 Buckeye Partners, L.P.
14
Market-Based Rates Application for New York City Market
On October 15, 2012, BPL Co. filed an application with FERC seeking authority to charge market-based rates for deliveries of refined 
petroleum products to the NYC market.
If FERC grants the application, BPL Co. would be permitted prospectively to set its rates in response to competitive forces, and the airlines’
cost-based challenges to BPL Co.’s jet fuel delivery rates to the NYC airports would be moot with respect to future rates.
Buckeye believes that the New York City-area market is robust and highly competitive.  The New York Harbor is one of the world’s most active
refined petroleum products markets.  Within this market, BPL Co.’s customers have access to numerous existing alternatives, via pipeline,
barge, and truck, to transport refined products.  The three airports are located near other active products pipelines or barge docks and, with
reasonable investment, should be able to access alternative jet fuel supplies efficiently and economically.
On December 14, 2012, four airlines filed a joint protest of BPL Co.’s market-based rates application, specifically pertaining to jet fuel
transportation to three NYC airports - the same movements that were the subject of the March 2012 protest that led to the “show cause”
proceeding. The protest is not directed at BPL Co.’s market-based rates application pertaining to movements of any other products or to any
other destinations in the NYC market.
On January 14, 2013, BPL Co. filed its answer to the protest.  Additional filings were also made by the parties in January and February 2013.
On February 22, 2013, FERC issued an order setting the application for hearing, but putting it on hold pending the outcome of settlement            
discussions regarding the Airlines’ Complaint.


International Pipelines & Terminals
©
Copyright 2013 Buckeye Partners, L.P.
15


BORCO
World-class marine storage terminal for crude oil, fuel oil, and
refined petroleum products
24.9 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
Capacity leased under 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
Announced expansion of 4.7 million barrels nearing completion with
3.5 million barrels delivered to date and 1.2 million barrels
expected
to be placed into service in Q3 2013; room to significantly further
expand capacity if market conditions permit
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
Other
Fuel oil supply and distribution services in the Caribbean
©
Copyright 2013 Buckeye Partners, L.P.
16
INTERNATIONAL PIPELINES AND TERMINALS
(1)
LTM through March 31, 2013. Revenue excludes non-cash amortization of unfavorable
storage contracts.
80.4%
11.9%
7.6%
Storage (take or pay)
Berthing (variable)
Other Ancillary (variable)
62.0%
23.1%
14.9%
Fuel Oil
Crude Oil
Refined Products
BORCO LTM REVENUE
(1)
BORCO LTM LEASED CAPACITY
(1)


Capex
INTERNATIONAL INTERNAL GROWTH PROJECTS
EXPANSION AND OTHER GROWTH OPPORTUNITIES
©
Copyright 2013 Buckeye Partners, L.P.
17
Expanded storage capacity by 3.5 million barrels, with an additional 1.2
million barrels of crude oil storage expected to be in service in the third
quarter of 2013; all 4.7 million barrels are fully leased
Constructed ample berthing capacity to allow  future expansion
without incremental marine infrastructure spend
Designed facility to accommodate multiple product segregations to
enable blending and maximum flexibility for changes in facility
requirements
Improved simultaneous operations to move product in and out of the
facility at the same time
Provided critical infrastructure redundancy to ensure business
continuity
Improved loading and unloading rates to allow for reduced berthing
time
Laid ground work for future expansion by optimizing facility
configuration
Other Internal Growth Opportunities
Significant land available for further expansion
Additional interest for staging of crude oil resulting from Latin American  
production expected to come online over the next decade
Provides optionality to multiple end-market destinations
Bunkering
Opportunities
Blended
Fuel
Oil
BORCO is a logical geographical location 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
Yabucoa, Puerto Rico facility provides opportunities for jet fuel and crude 
storage, as well as fuel oil supply and bunkering
BORCO Expansion Capacity
(1)
–millions of barrels
(1)
Graph reflects expected midpoint of capital spend range. Dates represent expected date that capacity is placed in service.
BORCO
Capital
Investment
Since
Acquisition
(~$340
million):
Bluefield
Future
Expansion Area
Yellowfield
$0
$50
$100
$150
$200
$250
0
1
2
3
4
5
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
2012
2013
Yellowfield 2
Bluefield 2
Bluefield 1
Yellowfield 1


©
Copyright 2013 Buckeye Partners, L.P.
18
Buckeye Services


BUCKEYE SERVICES OVERVIEW
©
Copyright 2013 Buckeye Partners, L.P.
19
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 approximately $24.5 million in revenues to
Domestic Pipelines & Terminals during the last twelve
months through March 31,2013, while also providing
valuable insight on demand and pricing support for our
terminalling and storage business
Buckeye Development & Logistics (“BDL”) operates and/or
maintains third-party pipelines under agreements with major
oil and gas and chemical companies
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 over 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 a maximum injection and withdrawal capability of approximately
550 million cubic feet per day
(MMcf/day) and
750 MMcf/day, respectively
Lodi’s facilities are designed to provide high deliverability natural
gas storage service and have a proven track
record of safe
and reliable operations
Energy Services
Development & Logistics
Natural Gas Storage


Financial Overview
©
Copyright 2013 Buckeye Partners, L.P.
20


FINANCIAL PERFORMANCE
(1)
©
Copyright 2013 Buckeye Partners, L.P.
21
Adjusted EBITDA ($MM)
(2)
Cash Distributions Declared per Unit
Cash Distribution Coverage
(2)(3)
(1)
LTM through March 31, 2013
(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 (adjusted for pro forma impacts of acquisitions); calculation as per BPL Credit Facility
Net LT Debt/Adjusted EBITDA
(4)
$313.6
$370.2
$382.6
$487.9
$559.5
$603.4
$0
$100
$200
$300
$400
$500
$600
$700
2008
2009
2010
2011
2012
LTM
1.01x
1.16x
1.03x
0.91x
1.04x
1.15x
0.00x
0.40x
0.80x
1.20x
1.60x
2008
2009
2010
2011
2012
LTM
$3.475
$3.675
$3.875
$4.075
$4.150
$4.163
$0.00
$1.25
$2.50
$3.75
$5.00
2008
2009
2010
2011
2012
LTM
4.47x
3.62x
3.89x
4.55x
4.74x
3.97x
0.00x
1.50x
3.00x
4.50x
6.00x
2008
2009
2010
2011
2012
LTM


INVESTMENT SUMMARY
©
Copyright 2013 Buckeye Partners, L.P.
22
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
24.9
million
barrels
of
storage
capacity
for
crude
oil
and
liquid
petroleum
products
in
Freeport,
Bahamas,
with
opportunity
for
significant
additional
capacity
expansion; serves as important logistics hub for international petroleum product flows
Proven 26-year track record as a publicly traded partnership through varying economic and commodity price
cycles
Management
continues
to
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
Stability and Growth
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
©
Copyright 2013 Buckeye Partners, L.P.
23


BASIS OF REPRESENTATION; EXPLANATION OF NON-GAAP MEASURES
©
Copyright 2013 Buckeye Partners, L.P.
24
(1)
LTM through March 31, 2013.
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.


NON-GAAP RECONCILIATIONS
©
Copyright 2013 Buckeye Partners, L.P.
25
Net Income to Adjusted EBITDA and Distributable Cash Flow ($000)
(1)
LTM through March 31, 2013
(2)
On November 19, 2010, Buckeye merged with Buckeye GP Holdings L.P.
(3)
Represents
cash
distributions
declared
for
limited
partner
units
(LP
units)
outstanding
as
of
each
respective
period.
2013
amounts
reflect
estimated
cash
distributions
to
be
paid
on
LP
units
for
the
quarter
ended
March 31,
2013. Distributions with respect to the Class B units outstanding on the record date for the quarter ended March 31, 2013 will be paid in additional Class B units rather than in cash.
2008
2009
2010
2011
2012
LTM
(1)
Net income attributable to BPL
26,477
49,594
43,080
108,501
226,417
263,799
Interest and debt expense
75,410
75,147
89,169
119,561
114,980
116,419
Income tax expense (benefit)
801
(343)
(919)
(192)
(675)
(881)
Depreciation and amortization
50,834
54,699
59,590
119,534
146,424
150,988
EBITDA
153,522
179,097
190,920
347,404
487,146
530,325
153,546
90,381
157,467
-
-
Amortization of unfavorable storage contracts
-
-
-
(7,562)
(10,994)
(10,994)
Gain on sale of equity investment
-
-
-
(34,727)
-
-
Non-cash deferred lease expense
4,598
4,500
4,235
4,122
3,901
3,868
Non-cash unit-based compensation expense
1,909
4,408
8,960
9,150
19,520
20,236
Equity plan modification expense
-
-
21,058
-
-
-
Asset impairment expense
-
59,724
-
-
59,950
59,950
Goodwill impairment expense
-
-
-
169,560
-
-
Reorganization expense
-
32,057
-
-
-
-
Adjusted EBITDA
313,575
370,167
382,640
487,947
559,523
603,385
Less:  Interest and debt expense, excluding amortization of deferred
financing costs and debt discounts
(73,573)
(71,863)
(84,758)
(111,941)
(111,511)
(112,976)
Maintenance capital expenditures
(28,936)
(23,496)
(31,244)
(57,467)
(54,425)
(46,448)
Income taxes, excluding non-cash taxes and other
1,210
325
-
(6)
(1,095)
(889)
Distributable Cash Flow
212,276
275,133
266,638
318,533
392,492
443,072
209,412
237,687
259,315
351,245
376,193
384,677
Coverage Ratio
1.01x
1.16x
1.03x
0.91x
1.04x
1.15x
Adjusted Segment EBITDA
Pipelines & Terminals
253,790
302,164
346,447
361,018
409,055
436,367
International Operations
-
-
(4,655)
112,996
132,104
135,681
Natural Gas Storage
41,814
41,950
29,794
4,204
6,118
5,559
Energy Services
9,443
19,335
5,861
1,797
524
13,887
Development & Logistics
8,528
6,718
5,193
7,932
11,722
11,891
Total Adjusted EBITDA
313,575
370,167
382,640
487,947
559,523
603,385
Net
income
attributable
to
noncontrolling
interests
affected
by
merger
(2)
Distributions
for
Coverage
ratio
(3)