BUCKEYE PARTNERS, L.P. - FORM 8-K - EX-99.1 - ANNUAL UNITHOLDER MEETING PRESENTATION - June 5, 2012

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Buckeye Partners, L.P.
2012 Annual Unitholders Meeting
June 5, 2012
Four Seasons Hotel, Houston, Texas
Exhibit 99.1

2
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.
Pending
Perth
Amboy
Terminal
Acquisition.
Our
pending
Perth
Amboy
Terminal
acquisition
may
not
be
consummated.
The
closing
of
the
acquisition
is
subject
to
certain
environmental
and
real
property
regulatory
conditions
and
customary
closing
conditions,
and
the
acquisition
agreement
may,
in
certain
circumstances,
be
terminated.
Please
see
page
25
“Our
pending
acquisition
of
Perth
Amboy
Terminal
may
not
be
consummated”
for
more
information.

3
Buckeye Investment Highlights
Over 125 years of continuous operations, with 26-year
track record as a publicly traded MLP on the NYSE
Market capitalization of approx. $4.5 billion
Lower cost of capital realized from elimination of
general partner incentive distribution rights (IDRs)
Investment grade financial metrics and a conservative
approach toward financing growth
Increased geographic and product diversity resulting
from recent acquisitions
Opportunities for significant internal growth projects on
legacy and recently acquired assets
Paid cash distributions each quarter since formation in
1986
Ariel view of BORCO’s 6 offshore jetties with tank farm in the distance
Petroleum storage tanks at our Macungie terminal in Pennsylvania

4
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:
Implementing best practices across our business
Improving our cost structure through an
organizational restructuring in 2009
Expanding our asset portfolio through accretive
acquisitions and organic growth projects
Diversifying our legacy business into new
geographies, products, and asset classes
Reducing cost of capital through buy-in of our
general partner
Financing acquisitions with conservative mix of debt
and equity
We continue to be committed to our mission of
delivering superior returns through our talented, valued
employees and our core strengths of:
Best-in-class customer service
An unwavering commitment to safety,
environmental responsibility, and personal integrity
An entrepreneurial approach toward asset acquisition
and development
Buckeye Strategy
Piping infrastructure at one of our petroleum products terminals
Newly refurbished off shore jetty placed in service in the fourth quarter of 2011

5
CEO Succession and Strategic Organizational
Realignment
Management Structure after Reorganization
CEO succession effective February 10, 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, effective January
16, 2012; Buckeye operations organized into three
business units, each headed by a President.
Domestic Pipelines and Terminals
International Pipelines and Terminals
Buckeye Services
Board of Directors
Forrest E. Wylie, Chairman
Clark C. Smith
Chief Executive Officer
Mary F. Morgan
President,  International
Pipelines and Terminals
Robert A. Malecky
President,  Domestic
Pipelines and Terminals
Jeremiah J. Ashcroft III
President,
Buckeye Services
Domestic
Pipelines
Domestic
Terminals
BORCO
Terminal
Yabucoa
Terminal
Energy
Services
Natural Gas
Storage
Strategic Organizational Realignment rationale:
Previous structure organized around functions (e.g.,
commercial, operations, etc.).
Growth has resulted in increased complexities in each of
Buckeye’s business areas, requiring focus and ownership
of skilled executives on daily basis.
Allows business unit Presidents to focus on all aspects
of performance -
including commercial, operational, and
financial performance  -
of their respective business unit.
Presidents of business units accountable for overall
performance of those units.
Development
& Logistics
Keith E. St.Clair
Chief Financial
Officer
Khalid A. Muslih
Corp. Development
Strategic Planning
William H.
Schmidt, Jr.
General Counsel
Mark S. Esselman
Global
Human Resources

6
Organizational Overview
Three Business Operating Units
Domestic Pipelines & Terminals
Over 6,000 miles of pipeline with ~ 100 delivery locations
Approximately 100 liquid petroleum product terminals
Over 37 million barrels of liquid petroleum product storage
capacity
International Pipelines & Terminals
Over 26 million barrels of storage capacity at 2 terminal
facilities in The Bahamas (~21 million) and Puerto Rico (~5
million)
Deep water berthing capability to handle ULCCs and VLCCs in
The Bahamas
Announced expansion underway to add approx. 4.7 million
barrels at Bahamian facility
Buckeye Services
Energy Services
Markets refined petroleum products in areas served by
Domestic Pipelines & Terminals
5 terminals with ~ 1 million barrels of storage capacity
Natural Gas Storage
~30 Bcf of working natural gas storage capacity in
northern California
Development & Logistics
Operates ~2,800 miles of pipeline and 1.4 million barrels
of storage capacity under operation and maintenance
contracts
(1)
See Appendix for Non-GAAP Reconciliations

7
Buckeye System Map

8
Value Creation / Growth Drivers
$3.4 Billion Invested Since 2008
Organic Growth Capital Spending
Major Capital Projects
2012
Perth Amboy, NJ Marine Terminal, $260.0 million -
Pending
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, NY 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
Recent and Pending Transactions
(1)
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 loading 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

9
Domestic Pipelines & Terminals

10
Domestic Pipelines & Terminals Overview
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 37 million barrels of storage capacity
Terminal
Throughput
Volumes
(2)
Pipeline
Throughput
Volumes
(1)
(2)
(1)
YTD as of March 31, 2012
(2)
Pipeline volumes exclude contribution from the Buckeye NGL Pipeline sold in January of 2010
Petroleum storage tanks at our Macungie terminal in Pennsylvania

11
BP Acquisition –
Strong Results
Belton, SC
Pittsburgh, PA
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 Pittsburgh, PA are select examples that
highlight significant growth through incremental third-
party business and new products and service offerings
A Successful Start
27
Number of new third-party terminal
customers
330
Million gallons of new business added since
acquisition
7.9
Percentage of volume growth across all new
33 acquired terminals since inception
Preliminary plans to build a new tank and add a new rack
bay to accommodate growing business
Biodiesel blending project underway and expected to be
completed by September 2012

12
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 capex 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 –
8x
(2)
Transaction supported by multi-year storage, blending, and throughput commitments from Chevron
Estimated to close in late Q2 2012 or early Q3 2012
Expected to be accretive to distributable cash flow per unit in 2013
Transaction Overview
(1)
Facility Overview
Located in New York Harbor as a NYMEX delivery point
Approximately 4.0 MMBbls total storage capacity
4 docks (1 ship, 3 barge
(3)
) 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)
The acquisition is subject to closing conditions and the acquisition agreement may, in certain
circumstances, be terminated.  As a result, we cannot assure you
if or when the acquisition will
close.  Please see page 25 “Our pending acquisition of Perth Amboy Terminal may not be
consummated”
for more information.
Aerial Overview
Note: Facility located in Perth Amboy, NJ.  Green line above indicates approximate property boundaries
(2)
Includes acquisition purchase price and capital spent on tanks, terminal piping, dock and truck rack improvements, and
~6 miles of new 16”
pipeline to be constructed from Perth Amboy to Buckeye’s Linden, NJ complex.
(3)
One of the barge docks is currently out of service
~2.7 MMBbls of active refined product storage
~1.3 MMBbls of refurbishable storage

13
Long-Term Vision –
“Connecting the Dots…”
Global supply locations and product flows will shift over
the long-term
Buckeye
recognized
the
need
to
further
accommodate
waterborne refined product imports into the Northeast
U.S.
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
Perth Amboy
Northeast
U.S.
refineries
face
long-term
challenges
from
high cost and low investment
Anticipate
new
sources
of
product
supply
in
the
future
New
global
refining
capacity
coming
online
will
seek
deficit markets
A
component
of
our
strategy
in
acquiring
BORCO
was
to help facilitate product flow into the Buckeye system
in PADD I
Create
a
more
fully
integrated
and
flexible
system
that
offers
unparalleled connectivity and service capabilities
BORCO
and
Perth
Amboy
are
two
key
components
of
a
long-term strategy:

14
Domestic Pipelines & Terminals Growth Potential
Projects
Utica Shale Opportunity:
Development is in early
stages, but industry
consensus is need for
crude logistics solutions
will arise
Buckeye has presence in
area and has opportunity
to utilize existing
infrastructure, including
ROW and underutilized
lines, to be key logistics
provider
Propylene Rail Facility (in progress):
Construction of new propylene storage at East Chicago
facility
Add rail loading capability at that facility
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 approx. 8600 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
Butane Blending:
Significant growth driven by strong blending margins
Improved blending efficiencies and oversight
Opportunities for further locational deployment of
blending capabilities
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

15
FERC Order
Buckeye Pipe Line’s Market-Rate Program
Program Footprint
Possible Outcomes
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
th
, 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.
Interested parties have until June 29 to reply to our
response.
History of Program
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 it’s
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.
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.

16
International Pipelines & Terminals
Yabucoa
BORCO

17
International Pipelines & Terminals Overview
BORCO
World-class marine storage terminal for crude oil, fuel oil, and refined
petroleum products
21.4 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
Majority 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 room to
double existing storage capacity
(1)
Excludes non-cash amortization of unfavorable storage contracts.
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
Yabucoa, Puerto Rico

18
BORCO Berthing Capabilities
Six Offshore Jetties and Inland Dock
Berth 5
Fuel Oil
Clean Products
Berth 6
Fuel Oil
Clean Products
Berth 7
Fuel Oil
Clean Products
Berth 8
Fuel Oil
Clean Products
Berth 9
Crude Oil
Fuel Oil
Berth 10
Crude Oil
Fuel Oil
Berth 12 (Inland Dock)
Fuel Oil
Clean Products

19
BORCO Internal Growth Projects
Expansion and Other Growth Opportunities
Expansion project at BORCO well underway
Phase 1 to add approximately 3.5 million barrels of storage
capacity
~ 1.9 million barrels expected to be in-service in the
second half of 2012;  combination of refined products
and fuel oil storage
~ 1.6 million barrels to be in-service in first half of
2013; refined products storage
Initiation of Phase 2 expansion of 1.2 million barrels expected
to be in service Q3 2013
Supported by long-term contract with major customer
Longer term opportunity to double existing storage capacity
Offshore jetty (2 berths) and inland dock construction
completed and operations initiated in Q4 2011
(1)
Graph reflects expected midpoint of capital spend range. Dates represent expected date that capacity is placed in service.
Q3 ‘12
Q4 ‘12
Q2 ‘13
Q3 ‘13
Q3 ‘14
Q3 ‘15
Significant Land Available for Expansion
BORCO
Expansion
Capacity
(1)
Q3 ‘12
Q4 ‘12
Q3 ‘13
Q1 ‘13
Q3 ‘15
Crude Unit
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”)
Bunkering Opportunities –
Blended Fuel Oil
BORCO is the logical, geographical, optimum spot for
a new “Bunker filling station”
Other
Internal
Growth
Opportunities

20
Buckeye Services

21
Buckeye Services Overview
Natural Gas Storage
Buckeye Energy Services (“BES”) markets refined
petroleum products and other ancillary products in
areas served by Buckeye’s pipelines and terminals
BES offers a wide range of products such as heating
oil, diesel, kerosene, propane, gasoline, and ethanol
and other bio fuels
Over 1 billion gallons of products sold in 2011
Executing new strategy for mitigating basis risk,
including a reduction of refined product inventories
in the Midwest and focusing on fewer, more strategic
locations for transacting business
Energy Services
Development & Logistics
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 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

22
Financial Overview

23
Financial Performance
Adjusted EBITDA ($MM)
(1) (2)
Cash Distributions per Unit
Cash
Distribution
Coverage
(2)
(3)
(1)
LTM as of March 31, 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 $19.1 million during the LTM period ended March 31, 2012
(6)     For purposes of calculating the leverage, Adjusted EBITDA is adjusted for pro forma impacts of
acquisitions

24
Investment Summary
Proven 26-year track record as a publicly traded partnership through varying economic and commodity price
cycles
Diversified portfolio of assets provides balanced mix of stability and growth and is well positioned to take
advantage of improving economic conditions
Recent acquisitions provide Buckeye with increased geographic and product diversity, including access to
international logistics opportunities, and provide significant near term growth projects
Pending 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
21.6
million
barrels
of
storage
capacity
for
crude
oil
and
liquid petroleum products in Freeport, Bahamas with approved expansion project of 4.7million barrels;
serves as important logistics hub for international petroleum product flows.
Management continues to drive operational excellence through its
best practices initiative
Stability and Growth

25
Our pending acquisition of Perth Amboy Terminal may not be
consummated
Risks Related to Consummation of Perth Amboy Acquisition
Our
pending
acquisition
of
the
Perth
Amboy
Terminal
may
not
be
consummated.
Our
pending
acquisition
of
the
Perth
Amboy
Terminal
is
expected
to
close
in
late
second
quarter or early third quarter of 2012 and is subject to closing
conditions and regulatory approvals. If these conditions and regulatory approvals are not satisfied or waived, the
acquisition will not be consummated. If the closing of the acquisition is substantially delayed or does not occur at all, or if the terms of the acquisition are required to be
modified substantially due to regulatory concerns, we may not realize the anticipated benefits of the acquisition fully or at all. Certain of the conditions remaining to be
satisfied include:
In
addition,
the
Perth
Amboy
Purchase
and
Sale
Agreement
may
be
terminated
by
mutual
agreement
of
the
parties
thereto
or
as
follows
(i)
by
Buckeye,
if
the
acquisition
has
not
closed
on
or
before
June
30,
2012
and,
because
the
HSWA
Permit
had
not
been
released
for
public
comment
on
or
before
March
31,
2012,
by
Chevron
if
the
acquisition
has
not
closed
on
or
before
July
31,
2012
(in
each
case,
subject
to
a
30-day
extension
to
give
effect
to
certain
cure
periods),
(ii)
by
either
Chevron
or
Buckeye,
if
the
other
party
has
materially
breached
its
obligations
under
the
Purchase
and
Sale
Agreement,
which
breaches
have
not
been
cured
within
the
applicable
time
frame
or
that
by
their
nature
cannot
be
cured,
(iii)
by
either
Chevron
or
Buckeye,
if
any
statute,
rule
or
regulation
makes
consummation
of
the
acquisition
illegal
or
otherwise
prohibited,
or
if
any
order,
decree,
ruling
or
other
action
by
any
governmental
authority
permanently
restraining,
enjoining
or
otherwise
prohibiting
the
consummation
of
the
acquisition
has
become
final
and
non-appealable,
(iv)
by
Chevron,
if
Buckeye
conducts
internal
inspections
of
out
of
service
tanks
on
the
Facility,
retains
or
utilizes
the
services
of
a
New
Jersey
licensed
site
remediation
professional
or
has
any
communications
with
any
governmental
authority
with
respect
to
the
assets
subject
to
the
Purchase
and
Sale
Agreement
(other
than
pursuant
to
the
HSR
Act
or
solely
in
anticipation
of
the
transfer
of
the
assets
to
Buckeye
at
the
closing),
(v)
by
Buckeye,
upon
the
occurrence
of
a
Material
Discovery
or
a
Material
Adverse
Change,
subject
to
certain
cure
rights
of
Chevron,
(vi)
by
Chevron,
upon
its
reasonable
determination
that
a
Material
Discovery
relating
to
environmental
liabilities
cannot
be
cured
or
remediated
using
reasonable
methods
or
resources,
(vii)
by
either
Chevron
or
Buckeye,
upon
the
occurrence
of
certain
damage
to,
or
destruction
or
condemnation
of,
the
assets
subject
to
the
Purchase
and
Sale
Agreement
not
constituting
a
Material
Adverse
Change,
subject
to
certain
cure
rights
of
Chevron,
and
(viii)
by
Chevron,
if
it
determines
in
its
sole
discretion
that
the
HSWA
Permit
is
not
satisfactory.
•
the issuance by the United States Environmental Protection Agency of an amended hazardous and solid waste permit (the “HSWA Permit”) on terms satisfactory to
Chevron in its sole discretion;
•
the grant of a legal subdivision of certain real property to be retained by Chevron;
•
the absence of any damage to, or destruction or condemnation of,
the assets subject to the Purchase and Sale Agreement which reduces the economic value of such
assets by $20,000,000 or more (a “Material Adverse Change”); or, if any Material Adverse Change has occurred, the cure or other mutually agreeable resolution
thereof;
•
the absence of certain factual discoveries by Buckeye of certain
matters relating to title, environmental liabilities or regulatory obstacles which reduce the economic
value of the assets subject to the Purchase and Sale Agreement by $20,000,000 or more, subject to certain exclusions (a “Material Discovery”); or, if any Material
Discovery has occurred, the cure or other mutually agreeable resolution thereof; and
•
the absence of any pending or threatened litigation or administrative proceeding, or any pending investigation, by any party or any third party seeking to restrain or
prohibit (or questioning the validity or legality of) the consummation of the transactions contemplated by the Purchase and Sale
Agreement or seeking damages in
connection therewith which makes it unreasonable to proceed with
the consummation of the transactions contemplated thereby.

26
Non-GAAP Reconciliations

27
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.  EBITDA, another measure not defined under GAAP, is
defined as net income attributable to Buckeye’s unitholders before interest and debt expense, income taxes and
depreciation and amortization.  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.
Buckeye believes that investors benefit from having access to the same financial measures used by Buckeye’s management. Further, Buckeye believes that these measures are useful to
investors because they are one of the bases for comparing Buckeye’s operating performance with that of other companies with similar operations, although Buckeye’s measures may
not be directly comparable to similar measures used by other companies.

28
Non-GAAP Reconciliations
Net Income to Adjusted EBITDA ($M)
(1)
LTM as of March 31, 2012.
(2)
On November 19, 2010, Buckeye merged with Buckeye GP Holdings L.P.
(3)
In 2010, Buckeye revised its definition of Adjusted EBITDA to exclude non-cash unit-based compensation expense, the 2010 non-cash equity plan modification expense and income attributable to
noncontrolling interests affected by the merger for periods prior to our buy-in of our general partner.
These amounts were excluded from Adjusted EBITDA presented for 2008, 2009 and 2010 in our
Annual Report on 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
93,967
Interest and debt expense
51,721
75,410
75,147
89,169
119,561
119,874
Income tax expense (benefit)
760
801
(343)
(919)
(192)
321
Depreciation and amortization
40,236
50,834
54,699
59,590
119,534
126,320
EBITDA
115,638
153,522
179,097
190,920
347,404
340,482
-
Net
income
attributable
to
noncontrolling
interests
affected
by
merger
(2)
131,941
153,546
90,381
157,467
-
-
Amortization of unfavorable storage contracts
-
-
-
-
(7,562)
(8,378)
Gain on sale of equity investment
-
-
-
-
(34,727)
(34,727)
Non-cash deferred lease expense
-
4,598
4,500
4,235
4,122
4,067
Non-cash unit-based compensation expense
968
1,909
4,408
8,960
9,150
9,691
Equity plan modification expense
-
-
-
21,058
-
-
Asset impairment expense
-
-
59,724
-
-
-
Goodwill impairment expense
-
-
-
-
169,560
169,560
Reorganization expense
-
-
32,057
-
-
-
Adjusted
EBITDA
(3)
248,547
313,575
370,167
382,640
487,947
480,695
-
Adjusted Segment EBITDA
-
Pipelines & Terminals
238,830
253,790
302,164
346,447
361,018
359,130
International Operations
-
-
-
(4,655)
112,996
119,155
Natural Gas Storage
-
41,814
41,950
29,794
4,204
484
Energy Services
-
9,443
19,335
5,861
1,797
(7,134)
Development & Logistics
9,717
8,528
6,718
5,193
7,932
9,060
Total Adjusted EBITDA
248,547
313,575
370,167
382,640
487,947
480,695

29
Non-GAAP Reconciliations
Net Income to Distributable Cash Flow ($M)
(1)
LTM as of March 31, 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 as of each respective period. 2012 amounts reflect estimated cash distributions to be paid on LP units for the quarter
ended March 31, 2012. Distributions with respect to the 7,445,999 Class B units outstanding on the record date for the quarter ended March 31, 2012 will be 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
93,967
Depreciation and amortization
40,236
50,834
54,699
59,590
119,534
126,320
Net
income
attributable
to
noncontrolling
interests
affected
by
merger
(2)
131,941
153,546
90,381
157,467
-
-
Gain on sale of equity investment
-
-
-
-
(34,727)
(34,727)
Non-cash deferred lease expense
-
4,598
4,500
4,235
4,122
4,067
Non-cash unit-based compensation expense
968
1,909
4,408
8,960
9,150
9,691
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)
(8,378)
Write-off of deferred financing costs
-
-
-
-
3,331
3,331
Amortization of deferred financing costs and debt discounts
(3)
1,448
1,737
3,134
4,411
4,289
4078
Goodwill impairment expense
-
-
-
-
169,560
169,560
Maintenance capital expenditures
(33,803)
(28,936)
(23,496)
(31,244)
(57,467)
(63,104)
Distributable Cash Flow
164,661
212,065
275,476
267,557
318,731
304,805
Distributions for Coverage ratio
(4)
173,689
209,412
237,687
259,315
351,245
359,292
Coverage Ratio
0.95
1.01
1.16
1.03
0.91
0.85

BUCKEYE PARTNERS, L.P. Reports

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