Buckeye Partners (BPL) 10-Q 7 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Oct. 31, 2014
Document and Entity Information	'	'
Entity Registrant Name	'BUCKEYE PARTNERS, L.P.	'
Entity Central Index Key	'0000805022	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Entity Current Reporting Status	'Yes	'
Entity Filer Category	'Large Accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	127,022,640
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenue:	'	'	'	'
Product sales	$1,241,696	$805,281	$4,412,135	$2,608,894
Transportation, storage and other services	331,777	268,570	962,118	789,623
Total revenue	1,573,473	1,073,851	5,374,253	3,398,517
Costs and expenses:	'	'	'	'
Cost of product sales	1,218,471	801,854	4,393,893	2,590,452
Operating expenses	138,906	101,142	396,753	292,930
Depreciation and amortization	45,406	36,842	131,791	110,092
General and administrative	21,749	17,236	59,436	50,819
Total costs and expenses	1,424,532	957,074	4,981,873	3,044,293
Operating income	148,941	116,777	392,380	354,224
Other income (expense):	'	'	'	'
Earnings from equity investments	2,523	1,389	5,959	4,971
Interest and debt expense	-43,838	-34,341	-127,063	-94,827
Other income (expense)	-375	-12	-471	287
Total other expense, net	-41,690	-32,964	-121,575	-89,569
Income from continuing operations before taxes	107,251	83,813	270,805	264,655
Income tax expense	-243	-195	-319	-521
Income from continuing operations	107,008	83,618	270,486	264,134
Loss from discontinued operations	-3,280	-5,367	-51,508	-18,014
Net income	103,728	78,251	218,978	246,120
Less: Net income attributable to noncontrolling interests	-785	-997	-2,547	-3,095
Net income attributable to Buckeye Partners, L.P.	$102,943	$77,254	$216,431	$243,025
Basic earnings (loss) per unit attributable to Buckeye Partners, L.P.:	'	'	'	'
Continuing operations (in dollars per unit)	$0.90	$0.78	$2.29	$2.48
Discontinued operations (in dollars per unit)	($0.03)	($0.05)	($0.44)	($0.17)
Total	$0.87	$0.73	$1.85	$2.31
Diluted earnings (loss) per unit attributable to Buckeye Partners, L.P.:	'	'	'	'
Continuing operations (in dollars per unit)	$0.89	$0.77	$2.29	$2.47
Discontinued operations (in dollars per unit)	($0.03)	($0.05)	($0.44)	($0.17)
Total	$0.86	$0.72	$1.85	$2.30
Weighted average units outstanding:	'	'	'	'
Weighted average units outstanding - basic	118,804	106,223	116,747	105,068
Weighted average units outstanding - diluted	119,429	106,774	117,305	105,516

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	'	'	'	'
Net income	$103,728	$78,251	$218,978	$246,120
Other comprehensive income (loss):	'	'	'	'
Unrealized (losses) gains on derivative instruments	-2,612	-80	-21,424	32,446
Reclassification of derivative gains and losses to net income	3,159	1,778	6,716	3,099
Recognition of costs related to benefit plans to net income	394	881	1,181	1,284
Adjustments to recognize the funded status of benefit plans	'	-727	'	-727
Total other comprehensive income (loss)	941	1,852	-13,527	36,102
Comprehensive income	104,669	80,103	205,451	282,222
Less: Comprehensive income attributable to noncontrolling interests	-785	-997	-2,547	-3,095
Comprehensive income attributable to Buckeye Partners, L.P.	$103,884	$79,106	$202,904	$279,127

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Current assets:	'	'
Cash and cash equivalents	$6,497	$4,950
Trade receivables, net	404,207	326,243
Construction and pipeline relocation receivables	26,596	23,135
Inventories	428,163	312,135
Derivative assets	24,646	4,412
Prepaid and other current assets	61,277	48,503
Assets held for sale (Note 3)	141,852	181,708
Total current assets	1,093,238	901,086
Property, plant and equipment, net	5,635,565	4,925,294
Equity investments	77,867	72,349
Goodwill	1,102,598	821,500
Intangible assets, net	457,350	225,364
Other non-current assets	76,046	59,970
Total assets	8,442,664	7,005,563
Current liabilities:	'	'
Line of credit	182,000	226,000
Accounts payable	253,485	149,520
Derivative liabilities	3,061	44,672
Accrued and other current liabilities	241,651	227,084
Liabilities held for sale (Note 3)	38,852	37,767
Total current liabilities	719,049	685,043
Long-term debt	3,663,690	3,092,711
Other non-current liabilities	133,638	146,973
Total liabilities	4,516,377	3,924,727
Commitments and contingencies (Note 4)	'	'
Buckeye Partners, L.P. capital:	'	'
Accumulated other comprehensive loss	-117,079	-103,552
Total Buckeye Partners, L.P. capital	3,703,517	3,065,665
Noncontrolling interests	222,770	15,171
Total partners' capital	3,926,287	3,080,836
Total liabilities and partners' capital	8,442,664	7,005,563
Limited Partners	'	'
Buckeye Partners, L.P. capital:	'	'
Limited Partners	$3,820,596	$3,169,217

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Limited Partners)	Sep. 30, 2014	Dec. 31, 2013
Limited Partners	'	'
Limited Partners, units outstanding	125,999,350	115,063,617

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:	'	'
Net income	$218,978	$246,120
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	'	'
Settlement of terminated interest rate swap agreement	-51,469	-62,009
Depreciation and amortization	131,791	115,798
Asset impairment expense	20,875	'
Net changes in fair value of derivatives	-32,017	-16,608
Non-cash deferred lease expense	2,728	2,828
Amortization of unfavorable storage contracts	-8,303	-8,255
Earnings from equity investments	-5,959	-4,971
Distributions from equity investments	220	275
Other non-cash items	22,114	17,804
Change in assets and liabilities, net of amounts related to acquisitions:	'	'
Trade receivables	-73,240	16,722
Construction and pipeline relocation receivables	-3,461	-6,352
Inventories	-114,620	-57,569
Prepaid and other current assets	8,906	24,863
Accounts payable	102,125	35,397
Accrued and other current liabilities	-18,254	-14,557
Other non-current assets	-12,454	964
Other non-current liabilities	-5,609	-5,046
Net cash provided by operating activities	182,351	285,404
Cash flows from investing activities:	'	'
Capital expenditures	-300,831	-257,008
Deposit in anticipation of sale (Note 3)	5,250	'
Acquisitions, net of cash acquired	-824,736	'
Net proceeds from insurance settlement	737	'
Proceeds from disposal of property, plant and equipment	1,203	433
Net cash used in investing activities	-1,118,377	-256,575
Cash flows from financing activities:	'	'
Net proceeds from issuance of LP Units	821,944	382,319
Net proceeds from exercise of unit options	698	1,201
Payment of tax withholding on issuance of LTIP awards	-5,244	-3,741
Issuance of long-term debt	599,103	499,050
Repayment of long term-debt	'	-300,000
Debt issuance costs	-6,783	-4,552
Borrowings under BPL Credit Facility	1,476,000	1,380,000
Repayments under BPL Credit Facility	-1,505,000	-1,637,900
Net borrowings (repayments) under BMSC Credit Facility (Note 8)	-44,000	-26,100
Acquisition of additional interest in WesPac Memphis	-9,510	-9,727
Distributions paid to noncontrolling interests	-5,217	-5,629
Distributions paid to unitholders	-384,418	-305,544
Net cash provided by (used in) financing activities	937,573	-30,623
Net increase (decrease) in cash and cash equivalents	1,547	-1,794
Cash and cash equivalents - Beginning of period	4,950	6,776
Cash and cash equivalents - End of period	$6,497	$4,982

CONDENSED_CONSOLIDATED_STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (USD $)	Limited Partners	Class B Units	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests	Total
In Thousands
Beginning balance at Dec. 31, 2012	$2,117,788	$413,304	($158,779)	$16,527	$2,388,840
Net income	226,306	16,719	'	3,095	246,120
Acquisition of additional interest in WesPac Memphis	-8,232	'	'	-1,495	-9,727
Distributions paid to unitholders	-308,459	'	'	2,915	-305,544
Conversion of Class B Units to LP Units	430,023	-430,023	'	'	'
Net proceeds from issuance of LPUnits	382,319	'	'	'	382,319
Amortization of unit-based compensation awards	12,438	'	'	'	12,438
Net proceeds from exercise of unit options	1,201	'	'	'	1,201
Payment of tax withholding on issuance of LTIP awards	-3,741	'	'	'	-3,741
Distributions paid to noncontrolling interests	'	'	'	-5,629	-5,629
Other comprehensive income (loss)	'	'	36,102	'	36,102
Noncash accrual for distribution equivalent rights	-1,437	'	'	'	-1,437
Other	-85	'	'	66	-19
Ending balance at Sep. 30, 2013	2,848,121	'	-122,677	15,479	2,740,923
Beginning balance at Dec. 31, 2013	3,169,217	'	-103,552	15,171	3,080,836
Net income	216,431	'	'	2,547	218,978
Acquisition of additional interest in WesPac Memphis	-7,933	'	'	-1,577	-9,510
Noncontrolling equity in acquisition (Note 2)	'	'	'	208,998	208,998
Distributions paid to unitholders	-386,990	'	'	2,572	-384,418
Net proceeds from issuance of LPUnits	821,944	'	'	'	821,944
Amortization of unit-based compensation awards	13,549	'	'	'	13,549
Net proceeds from exercise of unit options	698	'	'	'	698
Payment of tax withholding on issuance of LTIP awards	-5,244	'	'	'	-5,244
Distributions paid to noncontrolling interests	'	'	'	-5,217	-5,217
Other comprehensive income (loss)	'	'	-13,527	'	-13,527
Noncash accrual for distribution equivalent rights	-1,136	'	'	'	-1,136
Other	60	'	'	276	336
Ending balance at Sep. 30, 2014	$3,820,596	'	($117,079)	$222,770	$3,926,287

ORGANIZATION_AND_BASIS_OF_PRES

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2014
ORGANIZATION AND BASIS OF PRESENTATION.	'
ORGANIZATION AND BASIS OF PRESENTATION	'
	1.  ORGANIZATION AND BASIS OF PRESENTATION
	Organization
	Buckeye Partners, L.P. is a publicly traded Delaware master limited partnership and its limited partnership units representing limited partner interests (“LP Units”) are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BPL.”  Buckeye GP LLC (“Buckeye GP”) is our general partner.  As used in these Notes to Unaudited Condensed Consolidated Financial Statements, “we,” “us,” “our” and “Buckeye” mean Buckeye Partners, L.P. and, where the context requires, includes our subsidiaries.
	Buckeye owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage and marketing of liquid petroleum products.  We are one of the largest independent liquid petroleum products pipeline operators in the United States in terms of volumes delivered, miles of pipeline and active products terminals across our portfolio of pipelines, inland terminals and an integrated network of marine terminals located primarily in the East Coast and Gulf Coast regions of the United States and in the Caribbean.  Our flagship marine terminal in The Bahamas, Bahamas Oil Refining Company International Limited (“BORCO”), is one of the largest marine crude oil and petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products.  Our network of marine terminals enables us to facilitate global flows of crude oil, refined petroleum products, and other commodities, and to offer our customers connectivity to some of the world’s most important bulk storage and blending hubs.  In September 2014, we expanded our network of marine midstream assets by acquiring a controlling interest in a company with assets located in Corpus Christi, Texas and the Eagle Ford Shale.  We are also a wholesale distributor of refined petroleum products in areas served by our pipelines and terminals.  Finally, Buckeye operates and/or maintains third-party pipelines under agreements with major oil and gas, petrochemical and chemical companies, and performs certain engineering and construction management services for third parties.
	In December 2013, the Board of Directors of Buckeye GP (the “Board”) approved a plan to divest our Natural Gas Storage segment and its related assets as we no longer believe this business is aligned with our long-term business strategy.  In this report, we refer to this group of assets and related liabilities as our Natural Gas Storage disposal group.  Accordingly, we have classified the disposal group as “Assets held for sale” and “Liabilities held for sale” in our unaudited condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013 and also reported the results of operations as discontinued operations for all periods presented in this report.  In July 2014, we signed a purchase and sale agreement to sell our Natural Gas Storage business for $105.0 million.  The transaction is expected to close in the first quarter of 2015, subject to regulatory approvals and customary closing conditions.  See Note 3 for additional information.
	Additionally, in December 2013, we changed our organizational structure to align our strategic business units into four reportable segments: Pipelines & Terminals, Global Marine Terminals, Merchant Services and Development & Logistics.  See Note 15 for additional information.  We have adjusted our prior period segment information to conform to the current alignment of our continuing business and discontinued operations.
	Basis of Presentation and Principles of Consolidation
	The unaudited condensed consolidated financial statements and the accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules of the U.S. Securities and Exchange Commission (“SEC”).  Accordingly, our financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of our results of operations for the interim periods.  The unaudited condensed consolidated financial statements include the accounts of our subsidiaries controlled by us and variable interest entities of which we are the primary beneficiary. We have eliminated all intercompany transactions in consolidation.
	We believe that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading.  These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2013.
	Recent Accounting Developments
	Going Concern.  In August 2014, the Financial Accounting Standards Board (“FASB”) issued guidance requiring management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.  The standard also provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements.  An entity must provide certain disclosures if there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern.  Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.  The new guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  We do not expect that the adoption of this guidance will have an impact on our consolidated financial statements or disclosures.
	Revenue from Contracts with Customers.  In May 2014, the FASB issued guidance to clarify principles used to recognize revenue for all entities.  The standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  In doing so, entities will need to use more judgment and make more estimates than under current guidance.  These may include identifying performance obligations in the contract, estimating the amount of variable consideration included in the transaction price and/or allocating the transaction price to each separate performance obligation.  The new guidance is effective for annual and interim periods beginning after December 15, 2016, with no early adoption permitted.  We are currently evaluating the impact, if any, the adoption of this guidance will have on our consolidated financial statements.

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2014
ACQUISITIONS	'
ACQUISITIONS	'
	2.  ACQUISITIONS
	Business Combinations
	2014 Transaction
	In September 2014, we acquired an 80% interest in a newly-formed entity, Buckeye Texas Partners LLC (“Buckeye Texas”), for $821.0 million, net of cash acquired of $15.0 million and working capital and capital expenditure adjustments required by the contribution agreement with Trafigura Corpus Christi Holdings Inc. (the “Buckeye Texas Partners Transaction”).  Buckeye Texas and its subsidiaries, which are owned jointly with Trafigura AG (“Trafigura”), will own and operate a vertically integrated system of midstream assets including a deep-water, high volume marine terminal located on the Corpus Christi Ship Channel, a condensate splitter and liquefied petroleum gas (“LPG”) storage complex in Corpus Christi, and three crude oil and condensate gathering facilities in the Eagle Ford Shale.  Upon completion of the initial build-out, the assets will form an integrated system with connectivity from the production in the field to the marine terminal infrastructure and the refining complex in Corpus Christi.  The Corpus Christi facilities have five vessel berths, including three deep-water docks, and upon completion of the initial build-out, they will offer approximately 5.6 million barrels of liquid petroleum products storage capacity along with rail and truck loading/unloading capability. In addition, three field gathering facilities with associated storage and pipeline connectivity will allow Buckeye Texas to move Eagle Ford crude oil and condensate production directly to the terminalling complex in Corpus Christi. Concurrent with this acquisition, we entered into multi-year storage and throughput commitments with Trafigura.  We reflected the acquisition of Buckeye Texas as a consolidated subsidiary based on the application of the variable interest model.  Buckeye Texas does not have sufficient resources to carry on its activities without financial support of its joint owners; therefore, we determined it to be a variable interest entity (“VIE”) of which we were the primary beneficiary.  In making this determination, we evaluated the activities that significantly impact the economics of the VIE, including our role to perform all services reasonably required to construct, operate and maintain the acquired assets.  The operations of these assets are reported in the Global Marine Terminals segment.
	The acquisition cost has been allocated on a preliminary basis to assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with amounts exceeding the fair value recorded as goodwill, which represents both expected synergies from combining the Buckeye Texas operations with our existing operations and the economic value attributable to future expansion projects resulting from this acquisition. Fair values have been developed using recognized business valuation techniques.  The estimates of fair value reflected as of September 30, 2014 are subject to change pending final valuation analysis, and due to timing of available preliminary valuation information, such changes, particularly to intangible assets and goodwill, could be material.  The purchase price has been allocated to tangible and intangible assets acquired and liabilities assumed as follows (in thousands):
	Current assets		$	24,640
	Property, plant and equipment		527,390
	Intangible assets		260,000
	Goodwill		280,695
	Current liabilities		(47,737		)
	Noncontrolling interests		(208,998		)
	Allocated purchase price		$	835,990
	The pro forma impact of this acquisition was not significant to our results for the three and nine months ended September 30, 2014 or 2013.
	2013 Transaction
	In December 2013, we acquired certain wholesale distribution contracts and 20 liquid petroleum products terminals with total storage capacity of approximately 39 million barrels from Hess Corporation (“Hess”) for $856.4 million, net of cash acquired (the “Hess Terminals Acquisition”).  The purchase price has been allocated to tangible and intangible assets acquired and liabilities assumed as follows (in thousands):
	Current assets		$	16,533
	Property, plant and equipment		801,870
	Intangible assets		30,520
	Goodwill		9,606
	Current liabilities		(882		)
	Environmental liabilities		(1,270		)
	Allocated purchase price		$	856,377
	The following table summarizes revenue and net income related to the assets acquired from Hess included in our unaudited condensed consolidated statement of operations for the periods indicated (in thousands):
			Three Months Ended			Nine Months Ended
			September 30,			September 30,
			2014			2014
	Revenue		$	297,104		$	971,672
	Net income (1)		17,745			44,515
		-1		Includes transition expenses of $1.2 million and $6.9 million for the three and nine months ended September 30, 2014, respectively.
	Acquisition of Additional Interest in WesPac Pipelines — Memphis LLC
	In April 2014, our operating subsidiary, Buckeye Pipe Line Holdings, L.P. (“BPH”), purchased an additional 10% ownership interest in WesPac Pipelines — Memphis LLC (“WesPac Memphis”) from Kealine LLC for $9.5 million.  As a result of the acquisition, our ownership interest in WesPac Memphis increased from 80% to 90%.  Since BPH retains controlling interest in WesPac Memphis, this acquisition was accounted for as an equity transaction.

DISCONTINUED_OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2014
DISCONTINUED OPERATIONS	'
DISCONTINUED OPERATIONS	'
	3.  DISCONTINUED OPERATIONS
	In December 2013, the Board approved a plan to divest our Natural Gas Storage segment and its related assets as we no longer believe this business is aligned with our long-term business strategy.  In this report, we refer to this group of assets as our Natural Gas Storage disposal group.  Accordingly, we have classified the disposal group as “Assets held for sale” and “Liabilities held for sale” in our accompanying unaudited condensed consolidated balance sheet as of September 30, 2014 and December 31, 2013.  We have reported the results of operations for the disposal group as discontinued operations for all periods presented in this report.  We discontinued depreciation and amortization of the Natural Gas Storage disposal group’s property, plant and equipment upon approval of a plan to sell our Natural Gas Storage business.
	In July 2014, we signed a purchase and sale agreement to sell our Natural Gas Storage business for $105.0 million.  The transaction is expected to close in the first quarter of 2015, subject to regulatory approvals and customary closing conditions.  As a result of the sale, we recorded a non-cash asset impairment charge of $26.3 million within “Loss from discontinued operations” on our unaudited condensed consolidated statement of operations for the six months ended June 30, 2014.  During the three months ended September 30, 2014, we reduced the non-cash asset impairment charge by $5.4 million due to changes in the carrying value of the net assets of our Natural Gas Storage disposal group.  The changes in the carrying value of the net assets consist primarily of the net loss experienced during the three months ended September 30, 2014.  See Note 10 and Note 15 for further discussion.
	The following table summarizes the results from discontinued operations (in thousands):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Revenue	$	3,997		$	14,907		$	21,766		$	40,581
	Loss from discontinued operations	(3,280		)	(5,367		)	(51,508		)	(18,014		)
	The total assets and liabilities held for sale consisted of the following at the dates indicated (in thousands):
		September 30,			December 31,
		2014			2013
	Property, plant and equipment, net	$	138,534		$	157,261
	Other current assets	3,282			24,443
	Other non-current assets	36			4
	Assets held for sale	$	141,852		$	181,708
	Accounts payable	$	872		$	2,182
	Accrued liabilities and other current liabilities	8,505			8,947
	Other non-current liabilities	29,475			26,638
	Liabilities held for sale	$	38,852		$	37,767

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2014
COMMITMENTS AND CONTINGENCIES	'
COMMITMENTS AND CONTINGENCIES	'
	4.  COMMITMENTS AND CONTINGENCIES
	Claims and Legal Proceedings
	In the ordinary course of business, we are involved in various claims and legal proceedings, some of which are covered by insurance.  We are generally unable to predict the timing or outcome of these claims and proceedings.  Based upon our evaluation of existing claims and proceedings and the probability of losses relating to such contingencies, we have accrued certain amounts relating to such claims and proceedings, none of which are considered material.
	Pennsauken Allisions.  Our terminal located in Pennsauken, New Jersey suffered two allisions in August and October of 2014.  On August 2, 2014, a vessel, allided with our terminal’s dock.  We are currently investigating the extent of the damage from the allisions.  We also incurred and will continue to incur damages for loss of use, which are still in the process of being quantified. Full security for our claim has been provided by the vessel owner’s insurers, reserving all of their defenses.  We have commenced litigation against the vessel and her owner and are optimistic that we can recover all provable damages.  On October 5, 2014, a second vessel struck and caused damage to a second dock operated at the facility.  We have put the vessel owners on notice of our intent to pursue them for reimbursement.  Repair estimates are in the range of $5-$10 million for each incident, but they are preliminary.  Investigations of the incidents as well as our rights to recover our losses from responsible third parties are ongoing.  We are insured for all losses with respect to the allisions, subject to a $10.0 million deductible for property insurance per incident.
	Federal Energy Regulatory Commission (“FERC”) Proceedings
	FERC Docket No. OR12-28-000 — Airlines Complaint against Buckeye Pipe Line Company, L.P. (“BPLC”) New York City Jet Fuel Rates.    On September 20, 2012, a complaint was filed with FERC by Delta Air Lines, JetBlue Airways, United/Continental Air Lines, and US Airways challenging BPLC’s rates for transportation of jet fuel from New Jersey to three New York City airports.    The complaint was not directed at BPLC’s rates for service to other destinations and does not involve pipeline systems and terminals owned by Buckeye’s other operating subsidiaries.    The complaint challenges these jet fuel transportation rates as generating revenues in excess of costs and thus being “unjust and unreasonable” under the Interstate Commerce Act.    On October 10, 2012, BPLC filed its answer to the complaint, contending that the airlines’ allegations are based on inappropriate adjustments to the pipeline’s costs and revenues, and that, in any event, any revenue recovery by BPLC in excess of costs would be irrelevant because BPLC’s rates are set under a FERC-approved program that ties rates to competitive levels.    BPLC also sought dismissal of the complaint to the extent it seeks to challenge the portion of BPLC’s rates that were deemed just and reasonable, or “grandfathered,” under Section 1803 of the Energy Policy Act of 1992.    BPLC further contested the airlines’ ability to seek relief as to past charges where the rates are lawful under BPLC’s FERC-approved rate program.    On October 25, 2012, the complainants filed their answer to BPLC’s motion to dismiss and answer.    On November 9, 2012, BPLC filed a response addressing newly raised arguments in the complainants’ October 25th answer.    On February 22, 2013, FERC issued an order setting the airline complaint in Docket (“Dkt.”) No. OR12-28-000 for hearing, but holding the hearing in abeyance and setting the dispute for settlement procedures before a settlement judge.    If FERC were to find these challenged rates to be in excess of costs and not otherwise protected by law, it could order BPLC to reduce these rates prospectively and could order repayment to the complaining airlines of any past charges found to be in excess of just and reasonable levels for up to two years prior to the filing date of the complaint.    BPLC intends to vigorously defend its rates.    On March 8, 2013, an order was issued consolidating, for settlement purposes, this complaint proceeding with the proceeding regarding BPLC’s application for market-based rates in the New York City market in Dkt. No. OR13-3-000 (discussed below), and settlement discussions under the supervision of the FERC settlement judge continued until April 2014.    On April 1, 2014, the FERC settlement judge issued a status report stating that the parties had been unable to reach a settlement, and recommending that both Dkt. Nos. OR12-28-000 and OR13-3-000 be set for hearing.    The settlement judge further recommended that settlement procedures under the supervision of the settlement judge continue concurrently because the parties hope to continue settlement talks after the commencement of litigation.    On April 17, 2014, the FERC Chief Administrative Law Judge (the “ALJ”) ruled in favor of separate proceedings and of continuing the existing settlement procedures concurrently with litigation.    In May 2014, a procedural schedule was established for this matter, providing for a hearing in March 2015 and an initial decision by August 2015.    The timing or outcome of final resolution of this matter cannot reasonably be determined at this time.
	FERC Docket No. OR14-41-000 — American Airlines Complaint against BPLC New York City Jet Fuel Rates.  On September 17, 2014, a complaint was filed with FERC by American Airlines.  It is similar to the Dkt. No. OR12-28-000 complaint (see above) in that it challenges BPLC’s rates for transportation of jet fuel from New Jersey to the three New York City airports, is not directed at BPLC’s rates for service to other destinations, and does not involve pipeline systems and terminals owned by Buckeye’s other operating subsidiaries.  The complaint’s allegations are virtually identical to those in the other airline complaint proceeding.  On October 7, 2014, BPLC filed its answer to the complaint, contesting the airline’s allegations and presenting certain legal defenses to relief sought by the airline.  If FERC were to find these challenged rates to be in excess of costs and not otherwise protected by law, it could order BPLC to reduce these rates prospectively and could order repayment to the complaining airline of any past charges found to be in excess of just and reasonable levels for up to two years prior to the filing date of the complaint.  BPLC intends to vigorously defend its rates.
	FERC Docket No. OR13-3-000 — BPLC’s Market-Based Rate Application.  On October 15, 2012, BPLC filed an application with FERC seeking authority to charge market-based rates for deliveries of liquid petroleum products to the New York City-area market (the “Application”).  In the Application, BPLC seeks to charge market-based rates from its three origin points in northeastern New Jersey to its five destinations on its Long Island System, including deliveries of jet fuel to the Newark, LaGuardia, and JFK airports.  The jet fuel rates were also the subject of the airlines’ Dkt. No. OR12-28-000 complaint discussed above.  On December 14, 2012, Delta Air Lines, JetBlue Airways, United/Continental Air Lines, and US Airways filed a joint intervention and protest challenging the Application and requesting its rejection.  On January 14, 2013, BPLC filed its answer to the protest and requested summary disposition as to those non-jet-fuel rates that were not challenged in the protest.  On January 29, 2013, the protestants responded to BPLC’s answer, and on February 13, 2013, BPLC filed a further answer to the protestants’ January 29, 2013 pleading.  On February 28, 2013, FERC issued an order setting the Application for hearing, holding the hearing in abeyance and setting the dispute for settlement procedures before a settlement judge.  As discussed above, the Application has been consolidated with the complaint proceeding in Dkt. No. OR12-28-000 for settlement purposes and the settlement judge has reported to the FERC and the Chief ALJ that the application should be set for hearing.  The settlement judge also recommended that settlement procedures under the supervision of the settlement judge continue concurrently because the parties hope to continue settlement talks after the commencement of litigation.  As noted above, the FERC Chief ALJ ruled that Dkt. No. OR13-3-000 will proceed separately from the Dkt. No. OR12-28-000 proceeding and that the existing settlement procedures will continue concurrently with litigation.  If FERC were to approve the Application, BPLC would be permitted prospectively to set these rates in response to competitive forces, and the basis for the airlines’ claim for relief in their Dkt. No. OR12-28-000 complaint as to BPLC’s future rates would be irrelevant prospectively.  The timing or outcome of FERC’s review of the Application cannot reasonably be determined at this time.
	BORCO Jetty.  On May 25, 2012, a  ship, Cape Bari, allided with a jetty at our BORCO facility while berthing, causing damage to portions of the jetty.  Buckeye has insurance to cover this loss, subject to a $5.0 million deductible.  On May 26, 2012, we commenced legal proceedings in The Bahamas against the vessel’s owner and the vessel to obtain security for the cost of repairs and other losses incurred as a result of the incident.  Full security for our claim has been provided by the vessel owner’s insurers, reserving all of their defenses.  We also have notified the customer on whose behalf the vessel was at the BORCO facility that we intend to hold them responsible for all damages and losses resulting from the incident pursuant to the terms of an agreement between the parties.  Any disputes between us and our customer on this matter are subject to arbitration in Houston, Texas.
	The vessel owner has claimed that it is entitled to limit its liability to approximately $17 million, but we are contesting the right of the vessel owner to such limitation.  The Bahamas court of first instance denied the vessel owner the right to limit its liability for the incident, leaving the vessel owner responsible for all provable damages.  The vessel interests appealed, and the Bahamas Court of Appeals reversed, holding that the vessel interests may limit their liability.  We filed a motion for leave to appeal that decision to the Privy Council, which was granted.  We can express no view on whether the Bahamas Court of Appeals decision ultimately will be affirmed or reversed.
	We experienced no material interruption of service at the BORCO facility as a result of the incident, and the repairs of the damaged sections are complete.
	The aggregate cost to repair and reconstruct the damaged portions of the jetty and pursue recovery in court has been approximately $23 million.  We recorded a loss on disposal due to the assets destroyed in the incident and other related costs incurred; however, since we believe recovery of our losses is probable, we recorded a corresponding receivable.  As of September 30, 2014, we had a $6.0 million receivable included in “Other non-current assets” in our unaudited condensed consolidated balance sheet, representing reimbursement of the deductible and other third party expenses.  Additionally, we have received cash proceeds of $16.0 million related to insurance reimbursements, and to the extent the aggregate proceeds from the recovery of our losses is in excess of the carrying value of the destroyed assets or other costs incurred, we will recognize a gain when such proceeds are received and are not refundable.  BORCO’s insurers have paid most of the claim and have now appeared in the Bahamas litigation.  As of September 30, 2014, no gain had been recognized; however, we recorded a $14.1 million deferred gain in “Accrued and other current liabilities” in our unaudited condensed consolidated balance sheet, representing excess proceeds received over the loss on disposal and other costs incurred.
	On May 12, 2014, the vessel interests filed a third-party complaint against a BORCO subsidiary, Borco Towing Company Limited, alleging negligence by the pilots and the tugs that assisted the Cape Bari berth.  We are investigating those allegations, but, at this time, we believe that we have defenses and intend to vigorously defend ourselves and pursue our claims against the vessel interests.
	Environmental Contingencies
	We recorded operating expenses, net of insurance recoveries, of $2.0 million and $1.4 million during the three months ended September 30, 2014 and 2013, respectively, related to environmental remediation liabilities unrelated to claims and legal proceedings.  For the nine months ended September 30, 2014 and 2013, we recorded operating expenses, net of recoveries, of $4.2 million and $4.4 million, respectively, related to environmental remediation liabilities unrelated to claims and legal proceedings.  Costs incurred may be in excess of our estimate, which may have a material impact on our financial condition, results of operations or cash flows.  As of September 30, 2014 and December 31, 2013, we recorded environmental remediation liabilities of $56.0 million and $57.2 million, respectively.  At September 30, 2014 and December 31, 2013, we had $13.3 million and $10.6 million, respectively, of receivables related to these environmental remediation liabilities covered by insurance or third party claims.

INVENTORIES

INVENTORIES	9 Months Ended
	Sep. 30, 2014
INVENTORIES	'
INVENTORIES	'
	5.  INVENTORIES
	Our inventory amounts were as follows at the dates indicated (in thousands):
			September 30,		December 31,
			2014		2013
	Liquid petroleum products (1)		$	410,615	$	290,718
	Materials and supplies		17,548		21,417
	Total inventories		$	428,163	$	312,135
		-1		Ending inventory was 162.8 million and 102.1 million gallons of liquid petroleum products at September 30, 2014 and December 31, 2013, respectively.
	At September 30, 2014 and December 31, 2013, approximately 91% and 81% of our liquid petroleum products inventory volumes were designated in a fair value hedge relationship, respectively.  Because we generally designate inventory as a hedged item upon purchase, hedged inventory is valued at current market prices with the change in value of the inventory reflected in our unaudited condensed consolidated statements of operations.  Our inventory volumes that are not designated as the hedged item in a fair value hedge relationship are economically hedged to reduce our commodity price exposure.  Inventory not accounted for as a fair value hedge is accounted for at the lower of cost or market using the weighted average cost method.

EQUITY_INVESTMENTS

EQUITY INVESTMENTS	9 Months Ended
	Sep. 30, 2014
EQUITY INVESTMENTS	'
EQUITY INVESTMENTS	'
	6.  EQUITY INVESTMENTS
	The following table presents earnings from equity investments for the periods indicated (in thousands):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	West Shore Pipe Line Company	$	1,551		$	1,569		$	3,734		$	4,142
	Muskegon Pipeline LLC	470			(377		)	1,041			254
	Transport4, LLC	109			90			362			286
	South Portland Terminal LLC	393			107			822			289
	Total earnings from equity investments	$	2,523		$	1,389		$	5,959		$	4,971
	Summarized combined income statement data for our equity method investments are as follows for the periods indicated (amounts represent 100% of investee income statement data in thousands):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Revenue	$	23,872		$	22,218		$	65,337		$	58,534
	Costs and expenses	(14,168		)	(15,563		)	(38,813		)	(34,776		)
	Non-operating expenses	(3,261		)	(3,145		)	(8,841		)	(9,265		)
	Net income	$	6,443		$	3,510		$	17,683		$	14,493

INTANGIBLE_ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2014
INTANGIBLE ASSETS	'
INTANGIBLE ASSETS	'
	7.  INTANGIBLE ASSETS
	Intangible assets include customer relationships and contracts.  These intangible assets have finite lives and are being amortized on a straight-line basis over their estimated useful lives, ranging from 1 to 20 years.  In connection with the Buckeye Texas Partners Transaction, (see Note 2), we acquired intangible assets of $260.0 million with contractual lives ranging from 7 to 10 years.  This represents an estimate of fair value as of September 30, 2014 subject to change pending final valuation analysis.  Due to timing of available preliminary valuation information, such change could be material.
	Intangible assets consist of the following at the dates indicated (in thousands):
		September 30,			December 31,
		2014			2013
	Customer relationships	$	231,620		$	231,620
	Accumulated amortization	(53,971		)	(44,144		)
	Net carrying amount	177,649			187,476
	Customer contracts	330,233			70,233
	Accumulated amortization	(50,532		)	(32,345		)
	Net carrying amount	279,701			37,888
	Total intangible assets, net	$	457,350		$	225,364
	For the three months ended September 30, 2014 and 2013, amortization expense related to intangible assets was $9.3 million and $5.2 million, respectively.  For the nine months ended September 30, 2014 and 2013, amortization expense related to intangible assets was $28.0 million and $19.0 million, respectively.  Amortization expense related to intangible assets is expected to be $18.4 million for the remainder of 2014 (October 1st through December 31st), $56.9 million for 2015, $51.7 million for 2016, $50.2 million for 2017 and $49.4 million for 2018.

LONGTERM_DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2014
LONG-TERM DEBT	'
LONG-TERM DEBT	'
	8.  LONG-TERM DEBT
	Credit Facility
	In September 2014, Buckeye and its indirect wholly-owned subsidiaries, Buckeye Energy Services LLC (“BES”), Buckeye West Indies Holdings LP (“BWI”) and Buckeye Caribbean Terminals LLC (“BCT”), as borrowers, modified (through a new credit agreement) the revolving credit facility with SunTrust Bank (the “Credit Facility”) to provide an increase in borrowing capacity of $250.0 million, resulting in a total borrowing capacity of $1.5 billion, of which BES, BWI and BCT, collectively the Buckeye Merchant Service Companies (“BMSC”), share a sublimit of $500.0 million.  The Credit Facility’s maturity date is September 30, 2019, with an option to extend the term for up to two one-year periods and a $500.0 million accordion option to increase the commitments.  We incurred debt issuance costs of $2.1 million in connection with this transaction.  At September 30, 2014, we had $2.7 million of remaining unamortized deferred financing costs related to the Credit Facility.  These amounts are included in other non-current assets and are being amortized over the new term of the agreement.  At September 30, 2014,  BMSC had $182.0 million outstanding under the Credit Facility, all of which was classified as current liabilities in our unaudited condensed consolidated balance sheets, as related funds were used to finance current working capital needs.
	Notes Offering
	In September 2014, we issued an aggregate of $600.0 million of senior unsecured notes in an underwritten public offering, including the $300.0 million of 4.350% Notes due on October 15, 2024 (the “4.350% Notes”) and the $300.0 million of 5.600% Notes due on October 15, 2044 (the “5.600% Notes”), at 99.825% and 99.876%, respectively, of their principal amounts.  Total proceeds from this offering, after underwriting fees, expenses and debt issuance costs of $4.7 million, were $594.5 million.  We used the net proceeds from this offering to fund a portion of the Buckeye Texas Partners Transaction (see Note 2), to settle all interest rate swaps relating to the 5.300% Notes due on October 15, 2014 (the “5.300% Notes”) for $51.5 million (see Note 9) and for general partnership purposes.  We also used the net proceeds to reduce the indebtedness outstanding under our Credit Facility.  At September 30, 2014, we had $1,318.0 million of additional borrowing capacity under our Credit Facility.  Therefore, we have classified the 5.300% Notes as long-term debt in our unaudited condensed consolidated balance sheet as of September 30, 2014.

DERIVATIVE_INSTRUMENTS_AND_HED

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	9 Months Ended
	Sep. 30, 2014
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
	9.  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
	We are exposed to financial market risks, including changes in interest rates and commodity prices, in the course of our normal business operations.  We use derivative instruments to manage risks.
	Interest Rate Derivatives
	We utilize forward-starting interest rate swaps to hedge the variability of the forecasted interest payments on anticipated debt issuances that may result from changes in the benchmark interest rate until the expected debt is issued.  When entering into interest rate swap transactions, we become exposed to both credit risk and market risk.  We are subject to credit risk when the change in fair value of the swap instrument is positive and the counterparty may fail to perform under the terms of the contract.  We are subject to market risk with respect to changes in the underlying benchmark interest rate that impacts the fair value of the swaps.  We manage our credit risk by entering into swap transactions only with major financial institutions with investment-grade credit ratings.  We manage our market risk by aligning the swap instrument with the existing underlying debt obligation or a specified expected debt issuance generally associated with the maturity of an existing debt obligation.  We designate the swap agreements as cash flow hedges at inception and expect the changes in values to be highly correlated with the changes in value of the underlying borrowings.
	We entered into six forward-starting interest rate swaps with a total aggregate notional amount of $275.0 million, which we entered into in anticipation of the issuance of debt on or before October 15, 2014.  In September 2014, we issued $300.0 million of senior unsecured notes (see Note 8 for further discussion) and also settled the related six forward-starting interest rate swaps for $51.5 million.  As a result of the interest rate swap settlement, we recognized $1.1 million hedge ineffectiveness in interest and debt expense attributable to the timing difference between when the swaps were settled and when they were forecasted to settle during the three and nine months ended September 30, 2014.
	During the three months ended September 30, 2014 and 2013, unrealized losses of $2.6 million and unrealized losses of $0.1 million, respectively, were recorded in accumulated other comprehensive loss to reflect the change in the fair values of the forward-starting interest rate swaps.  For the nine months ended September 30, 2014 and 2013, unrealized losses of $21.4 million and unrealized gains of $32.5 million, respectively, were recorded in accumulated other comprehensive loss.  Additionally, over the next twelve months, we expect to reclassify $12.2 million of net losses from accumulated other comprehensive loss to interest and debt expense.  The loss consists primarily of the amortization of our settled forward-starting interest rate swaps.
	Commodity Derivatives
	Our Merchant Services segment primarily uses exchange-traded refined petroleum product futures contracts to manage the risk of market price volatility on its refined petroleum product inventories and its physical derivative contracts.  The futures contracts used to hedge refined petroleum product inventories are designated as fair value hedges with changes in fair value of both the futures contracts and physical inventory reflected in earnings.  Physical contracts and futures contracts that have not been designated in a hedge relationship are marked-to-market.
	The following table summarizes our commodity derivative instruments outstanding at September 30, 2014 (amounts in thousands of gallons):
			Volume (1)				Accounting
	Derivative Purpose		Current		Long-Term		Treatment
	Derivatives NOT designated as hedging instruments:
	Physical fixed price derivative contracts		47,152		2,604		Mark-to-market
	Physical index derivative contracts		56,414		—		Mark-to-market
	Futures contracts for refined petroleum products		24,071		2,520		Mark-to-market
	Derivatives designated as hedging instruments:
	Futures contracts for refined petroleum products		148,260		—		Fair Value Hedge
		-1		Volume represents absolute value of net notional volume position.
	The following table sets forth the fair value of each classification of derivative instruments and the locations of the derivative instruments on our unaudited condensed consolidated balance sheets at the dates indicated (in thousands):
			September 30, 2014
			Derivatives			Derivatives						Netting
			NOT Designated			Designated			Derivative			Balance
			as Hedging			as Hedging			Carrying			Sheet
			Instruments			Instruments			Value			Adjustment (1)			Total
	Physical fixed price derivative contracts		$	16,676		$	—		$	16,676		$	(514	)	$	16,162
	Physical index derivative contracts		99			—			99			(34		)	65
	Futures contracts for refined products		76,469			22,371			98,840			(90,421		)	8,419
	Total current derivative assets		93,244			22,371			115,615			(90,969		)	24,646
	Physical fixed price derivative contracts		441			—			441			—			441
	Futures contracts for refined products		1			—			1			—			1
	Total non-current derivative assets		442			—			442			—			442
	Physical fixed price derivative contracts		(3,379		)	—			(3,379		)	514			(2,865		)
	Physical index derivative contracts		(230		)	—			(230		)	34			(196		)
	Futures contracts for refined products		(89,294		)	(1,127		)	(90,421		)	90,421			—
	Total current derivative liabilities		(92,903		)	(1,127		)	(94,030		)	90,969			(3,061		)
	Futures contracts for refined products		(225		)	—			(225		)	—			(225		)
	Total non-current derivative liabilities		(225		)	—			(225		)	—			(225		)
	Net derivative assets (liabilities)		$	558		$	21,244		$	21,802		$	—		$	21,802
	(1)  Amounts represent the netting of physical fixed and index contracts’ assets and liabilities when a legal right of offset exists.  Futures contracts are subject to settlement through margin requirements and are additionally presented on a net basis.
			December 31, 2013
			Derivatives			Derivatives						Netting
			NOT Designated			Designated			Derivative			Balance
			as Hedging			as Hedging			Carrying			Sheet
			Instruments			Instruments			Value			Adjustment (1)			Total
	Physical fixed price derivative contracts		$	5,164		$	—		$	5,164		$	(780	)	$	4,384
	Physical index derivative contracts		48			—			48			(20		)	28
	Futures contracts for refined products		45,589			66			45,655			(45,655		)	—
	Total current derivative assets		50,801			66			50,867			(46,455		)	4,412
	Physical fixed price derivative contracts		(7,027		)	—			(7,027		)	780			(6,247		)
	Physical index derivative contracts		(330		)	—			(330		)	20			(310		)
	Futures contracts for refined products		(52,240		)	(1,485		)	(53,725		)	45,655			(8,070		)
	Interest rate derivatives		—			(30,045		)	(30,045		)	—			(30,045		)
	Total current derivative liabilities		(59,597		)	(31,530		)	(91,127		)	46,455			(44,672		)
	Net derivative liabilities		$	(8,796	)	$	(31,464	)	$	(40,260	)	$	—		$	(40,260	)
	(1)  Amounts represent the netting of physical fixed and index contracts’ assets and liabilities when a legal right of offset exists.  Futures contracts are subject to settlement through margin requirements and are additionally presented on a net basis.
	Our hedged inventory portfolio extends to the first quarter of 2015.  The majority of the unrealized gain at September 30, 2014 for inventory hedges represented by futures contracts of $21.2 million will be realized by the fourth quarter of 2014 as the related inventory is sold.  At September 30, 2014, open refined petroleum product derivative contracts (represented by the physical fixed-price contracts, physical index contracts, and futures contracts for fixed-price sales contracts noted above) varied in duration in the overall portfolio, but did not extend beyond April 2016.  In addition, at September 30, 2014, we had refined petroleum product inventories that we intend to use to satisfy a portion of the physical derivative contracts.
	The gains and losses on our derivative instruments recognized in income were as follows for the periods indicated (in thousands):
					Three Months Ended						Nine Months Ended
					September 30,						September 30,
			Location		2014			2013			2014			2013
	Derivatives NOT designated as hedging instruments:
	Physical fixed price derivative contracts		Product sales		$	16,065		$	(6,851	)	$	5,413		$	(3,475	)
	Physical index derivative contracts		Product sales		(37		)	(13		)	(110		)	1,096
Physical fixed price derivative contracts		Cost of product sales		(1,442		)	4,736			7,179			4,291
Physical index derivative contracts		Cost of product sales		207			(113		)	(506		)	(657		)
Futures contracts for refined products		Cost of product sales		(997		)	(1,190		)	(810		)	4,607
Derivatives designated as fair value hedging instruments:
Futures contracts for refined products		Cost of product sales		35,717			(1,689		)	23,264			7,246
Physical inventory - hedged items		Cost of product sales		(34,041		)	2,114			(32,312		)	(7,326		)
Ineffectiveness excluding the time value component on fair value hedging instruments:
Fair value hedge ineffectiveness (excluding time value)		Cost of product sales		2,914			2,902			6,524			(725		)
Time value excluded from hedge assessment		Cost of product sales		(1,238		)	(2,477		)	(15,572		)	645
Net gain (loss) in income				$	1,676		$	425		$	(9,048	)	$	(80	)
The losses reclassified from accumulated other comprehensive income (“AOCI”) to income and the change in value recognized in other comprehensive income (“OCI”) on our derivatives were as follows for the periods indicated (in thousands):
				Loss Reclassified from AOCI to Income for the
				Three Months Ended						Nine Months Ended
				September 30,						September 30,
		Location		2014			2013			2014			2013
Derivatives designated as cash flow hedging instruments:
Interest rate contracts		Interest and debt expense		$	(3,159	)	$	(1,778	)	$	(6,716	)	$	(3,099	)
				(Loss) Gain Recognized in OCI on Derivatives for the
				Three Months Ended						Nine Months Ended
				September 30,						September 30,
				2014			2013			2014			2013
Derivatives designated as cash flow hedging instruments:
Interest rate contracts				$	(2,612	)	$	(80	)	$	(21,424	)	$	32,446

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2014
FAIR VALUE MEASUREMENTS	'
FAIR VALUE MEASUREMENTS	'
	10.  FAIR VALUE MEASUREMENTS
	We categorize our financial assets and liabilities using the three-tier hierarchy as follows:
	Recurring
	The following table sets forth financial assets and liabilities measured at fair value on a recurring basis, as of the measurement dates indicated, and the basis for that measurement, by level within the fair value hierarchy (in thousands):
		September 30, 2014						December 31, 2013
		Level 1			Level 2			Level 1			Level 2
	Financial assets:
	Physical fixed price derivative contracts	$	—		$	16,603		$	—		$	4,384
	Physical index derivative contracts	—			65			—			28
	Futures contracts for refined products	8,420			—			—			—
	Financial liabilities:
	Physical fixed price derivative contracts	—			(2,865		)	—			(6,247		)
	Physical index derivative contracts	—			(196		)	—			(310		)
	Futures contracts for refined products	(225		)	—			(8,070		)	—
	Interest rate derivatives	—			—			—			(30,045		)
	Fair value	$	8,195		$	13,607		$	(8,070	)	$	(32,190	)
	The values of the Level 1 derivative assets and liabilities were based on quoted market prices obtained from the New York Mercantile Exchange.
	The values of the Level 2 interest rate derivatives were determined using expected cash flow models, which incorporated market inputs including the implied forward London Interbank Offered Rate yield curve for the same period as the future interest rate swap settlements.
	The values of the Level 2 commodity derivative contracts were calculated using market approaches based on observable market data inputs, including published commodity pricing data, which is verified against other available market data, and market interest rate and volatility data.  Level 2 fixed price derivative assets are net of credit value adjustments (“CVAs”) determined using an expected cash flow model, which incorporates assumptions about the credit risk of the derivative contracts based on the historical and expected payment history of each customer, the amount of product contracted for under the agreement and the customer’s historical and expected purchase performance under each contract.  The Merchant Services segment determined CVAs are appropriate because few of the Merchant Services segment’s customers entering into these derivative contracts are large organizations with nationally-recognized credit ratings.  The Level 2 fixed price derivative assets of $16.6 million and $4.4 million as of September 30, 2014 and December 31, 2013, respectively, are net of CVAs of ($0.1) million for both periods, respectively.  As of September 30, 2014, the Merchant Services segment did not hold any net liability derivative position containing credit contingent features.
	Financial instruments included in current assets and current liabilities are reported in the unaudited condensed consolidated balance sheets at amounts which approximate fair value due to the relatively short period to maturity of these financial instruments.  The fair values of our fixed-rate debt were estimated by observing market trading prices and by comparing the historic market prices of our publicly issued debt with the market prices of the publicly-issued debt of other master limited partnerships with similar credit ratings and terms.  The fair values of our variable-rate debt are their carrying amounts, as the carrying amount reasonably approximates fair value due to the variability of the interest rates.  The carrying value and fair value, using Level 2 input values, of our debt were as follows at the dates indicated (in thousands):
		September 30, 2014						December 31, 2013
		Carrying			Fair Value			Carrying			Fair Value
		Amount						Amount
	Fixed-rate debt	$	3,663,690		$	3,831,993		$	3,063,711		$	3,148,634
	Variable-rate debt	182,000			182,000			255,000			255,000
	Total debt	$	3,845,690		$	4,013,993		$	3,318,711		$	3,403,634
	We recognize transfers between levels within the fair value hierarchy as of the beginning of the reporting period.  We did not have any transfers between Level 1 and Level 2 during the nine months ended September 30, 2014 and 2013, respectively.
	Non-Recurring
	Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.  During the six months ended June 30, 2014, we recorded a non-cash asset impairment charge of $26.3 million related to our Natural Gas Storage disposal group since the carrying amount of the disposal group exceeded the estimated fair value less costs to sell the disposal group.   During the three months ended September 30, 2014, we reduced the non-cash asset impairment charge by $5.4 million due to changes in the carrying value of the net assets of our Natural Gas Storage disposal group.  The changes in the carrying value of the net assets consist primarily of the net loss experienced during the three months ended September 30, 2014.  We estimated fair value based on a market approach supported by a binding purchase and sale agreement for the disposal group.  See Note 3 for additional information.

PENSIONS_AND_OTHER_POSTRETIREM

PENSIONS AND OTHER POSTRETIREMENT BENEFITS	9 Months Ended
	Sep. 30, 2014
PENSIONS AND OTHER POSTRETIREMENT BENEFITS	'
PENSIONS AND OTHER POSTRETIREMENT BENEFITS	'
	11.PENSIONS AND OTHER POSTRETIREMENT BENEFITS
	Buckeye Pipe Line Services Company, which employs the majority of our workforce, sponsors a defined benefit plan, the Retirement Income Guarantee Plan (the “RIGP”), and an unfunded post-retirement benefit plan (the “Retiree Medical Plan”).  The components of the net periodic benefit cost for the RIGP and Retiree Medical Plan were as follows for the three months ended September 30, 2014 and 2013 (in thousands):
		RIGP						Retiree Medical Plan
		Three Months Ended						Three Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Service cost	$	54		$	41		$	108		$	166
	Interest cost	134			(11		)	352			159
	Expected return on plan assets	(98		)	(67		)	—			—
	Amortization of prior service credit	—			—			(406		)	147
	Amortization of unrecognized losses	308			239			299			265
	Actuarial loss due to settlements	193			230			—			—
	Net periodic benefit cost	$	591		$	432		$	353		$	737
	The components of the net periodic benefit cost for the RIGP and the Retiree Medical Plan were as follows for the nine months ended September 30, 2014 and 2013 (in thousands):
		RIGP						Retiree Medical Plan
		Nine Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Service cost	$	163		$	163		$	323		$	323
	Interest cost	403			403			1,056			1,056
	Expected return on plan assets	(294		)	(294		)	—			—
	Amortization of prior service credit	—			—			(1,218		)	(1,218		)
	Amortization of unrecognized losses	924			924			895			895
	Actuarial loss due to settlements	580			683			—			—
	Net periodic benefit cost	$	1,776		$	1,879		$	1,056		$	1,056
	During the three months ended September 30, 2014 and 2013, we contributed $0.7 million and $0.3 million, respectively, in aggregate to the RIGP and Retiree Medical Plans.  For the nine months ended September 30, 2014 and 2013, we contributed $2.1 million and $1.0 million, respectively, in aggregate to the RIGP and Retiree Medical Plans.

UNITBASED_COMPENSATION_PLANS

UNIT-BASED COMPENSATION PLANS	9 Months Ended
	Sep. 30, 2014
UNIT-BASED COMPENSATION PLANS	'
UNIT-BASED COMPENSATION PLANS	'
	12.  UNIT-BASED COMPENSATION PLANS
	We award unit-based compensation to employees and directors primarily under the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan (the “LTIP”).  We formerly awarded options to acquire LP Units to employees pursuant to the Buckeye Partners, L.P. Unit Option and Distribution Equivalent Plan (the “Option Plan”).  These compensation plans are further discussed below.
	We recognized compensation expense from continuing operations related to the LTIP, which includes awards under the 2009 Long-Term Incentive Plan (the “2009 Plan”), discussed below, and the Option Plan, of $5.2 million and $4.9 million for the three months ended September 30, 2014 and 2013, respectively.  For the nine months ended September 30, 2014 and 2013, we recognized compensation expense of $13.1 million and $12.0 million, respectively.
	LTIP
	The LTIP is the successor long-term incentive compensation plan to the 2009 Plan.  The LTIP was approved by our unitholders in June 2013, and following such approval, (i) the 2009 Plan was merged with and into the LTIP, (ii) no further grants will be made under the 2009 Plan, and (iii) LP Units with respect to all grants outstanding under the 2009 Plan will be issued under the LTIP.  As of September 30, 2014, there were 2,924,151 LP Units available for issuance under the LTIP.
	Deferral Plan under the LTIP
	We also maintain the Buckeye Partners, L.P. Unit Deferral and Incentive Plan, as amended and restated effective July 31, 2013 (the “Deferral Plan”), pursuant to which we issue phantom and matching units under the LTIP to certain employees in lieu of a portion of the cash payments such employees would be entitled to receive under the Buckeye Partners, L.P. Annual Incentive Compensation Plan, as amended and restated, effective January 1, 2012.  At December 31, 2013 and 2012,  actual compensation awards deferred under the Deferral Plan were $2.7 million and $1.4 million, for which 75,870 and 51,668 phantom units (including matching units) were granted during the nine months ended September 30, 2014 and the year ended 2013, respectively.  These grants are included as granted in the LTIP activity table below.
	Awards under the LTIP
	During the nine months ended September 30, 2014, the Compensation Committee of the Board granted 209,100 phantom units to employees (including the 75,870 phantom units granted pursuant to the Deferral Plan, as discussed above), 16,000 phantom units to independent directors of Buckeye GP and 183,562 performance units to employees.
	The following table sets forth the LTIP activity for the periods indicated (in thousands, except per unit amounts):
					Weighted
					Average
					Grant Date
			Number of		Fair Value
			LP Units		per LP Unit
	Unvested at January 1, 2014		813		$	59.36
	Granted		409		71.68
	Vested		(191	)	63.68
	Forfeited		(77	)	63.87
	Unvested at September 30, 2014		954		$	63.35
	At September 30, 2014, $26.9 million of compensation expense related to the LTIP is expected to be recognized over a weighted average period of 1.9 years.
	Unit Option Plan
	The following is a summary of the changes in the options outstanding (all of which are vested) under the Option Plan for the periods indicated (in thousands, except per unit amounts):
							Weighted
					Weighted		Average
					Average		Remaining	Aggregate
			Number of		Strike Price		Contractual	Intrinsic
			LP Units		per LP Unit		Term (in years)	Value (1)
	Outstanding at January 1, 2014		46		$	47.32	2.4	$	1,080
	Exercised		(15	)	45.88
	Forfeited, cancelled or expired		(2	)
	Outstanding at September 30, 2014		29		48.41		1.9	$	893
	Exercisable at September 30, 2014		29		$	48.41	1.9	$	893
		-1		Aggregate intrinsic value reflects fully vested LP Unit options at the date indicated. Intrinsic value is determined by calculating the difference between our closing LP Unit price on the last trading day in September 2014 and the exercise price, multiplied by the number of exercisable, in-the-money options.
	The total intrinsic value of options exercised was $0.4 million and $0.5 million during the nine months ended September 30, 2014 and 2013, respectively.

PARTNERS_CAPITAL_AND_DISTRIBUT

PARTNERS' CAPITAL AND DISTRIBUTIONS	9 Months Ended
	Sep. 30, 2014
PARTNERS' CAPITAL AND DISTRIBUTIONS	'
PARTNERS' CAPITAL AND DISTRIBUTIONS	'
	13.  PARTNERS’ CAPITAL AND DISTRIBUTIONS
	During the nine months ended September 30, 2014, we sold 1.0 million LP Units in aggregate under the equity distribution agreements entered into in May 2013 with each of Wells Fargo Securities, LLC, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and UBS Securities LLC (each an “Equity Distribution Agreement” and collectively the “Equity Distribution Agreements”) and received $74.5 million in net proceeds after deducting commissions and other related expenses.  During the nine months ended September 30, 2014, we paid $0.8 million of compensation in aggregate to the agents under the Equity Distribution Agreements.  During the three months ended September 30, 2014, we did not sell any LP Units under the Equity Distribution Agreements.
	In September 2014, we completed a public offering of 6.75 million LP Units pursuant to an effective shelf registration statement, which priced at $80.00 per unit, resulting in total gross proceeds of $540.0 million before deducting underwriting fees and estimated offering expenses of $19.2 million. We used the net proceeds from this offering to reduce the indebtedness outstanding under our Credit Facility, to fund a portion of the Buckeye Texas Partners Transaction and for general partnership purposes.  Pursuant to the underwriting agreement, the underwriters had an option to purchase up to an additional 1.0 million LP Units, which they exercised in October 2014.  These additional proceeds will be recognized in the fourth quarter of 2014.  See Note 17 for further discussion.
	In August 2014, we completed a public offering of 2.6 million LP Units pursuant to an effective shelf registration statement, which priced at $76.60 per unit.  The underwriters also exercised an option to purchase 0.4 million additional LP Units, resulting in total gross proceeds of $229.0 million before deducting underwriting fees and estimated offering expenses of $2.4 million. We used the net proceeds from this offering to reduce the indebtedness outstanding under our Credit Facility and for general partnership purposes.
	Summary of Changes in Outstanding Units
	The following is a summary of changes in LP Units outstanding for the periods indicated (in thousands):
			Limited
			Partners
	Outstanding at January 1, 2014		115,064
	LP Units issued pursuant to the Option Plan (1)		15
	LP Units issued pursuant to the LTIP (1)		168
	Issuance of LP Units to institutional investors		9,740
	Issuance of LP Units through Equity Distribution Agreements		1,012
	Outstanding at September 30, 2014		125,999
		-1		The number of units issued represents issuance net of tax withholding.
	Distributions
	We generally make quarterly cash distributions to unitholders of substantially all of our available cash, generally defined in our partnership agreement as consolidated cash receipts less consolidated cash expenditures and such retentions for working capital, anticipated cash expenditures and contingencies as our general partner deems appropriate.  Actual cash distributions on our LP Units totaled $387.0 million and $308.5 million during the nine months ended September 30, 2014 and 2013, respectively.
	On November 7, 2014, we announced a quarterly distribution of $1.125 per LP Unit that will be paid on November 25, 2014 to unitholders of record on November 18, 2014.  Based on the LP Units outstanding as of September 30, 2014 and the 1.0 million LP Units issued in connection with the additional shares exercised in October 2014, as discussed above, cash distributed to unitholders on November 25, 2014 will total $143.4 million.

EARNINGS_PER_UNIT

EARNINGS PER UNIT	9 Months Ended
	Sep. 30, 2014
EARNINGS PER UNIT	'
EARNINGS PER UNIT	'
	14.  EARNINGS PER UNIT
	The following table is a reconciliation of the weighted average units outstanding used in computing the basic and diluted earnings per unit for the periods indicated (in thousands, except per unit amounts):
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2014		2013		2014		2013
	Net income attributable to Buckeye Partners, L.P.	$	102,943	$	77,254	$	216,431	$	243,025
	Basic:
	Weighted average units outstanding - basic	118,804		106,223		116,747		105,068
	Earnings per unit - basic	$	0.87	$	0.73	$	1.85	$	2.31
	Diluted:
	Weighted average units outstanding - basic	118,804		106,223		116,747		105,068
	Dilutive effect of LP Unit options and LTIP awards granted	625		551		558		448
	Weighted average units outstanding - diluted	119,429		106,774		117,305		105,516
	Earnings per unit - diluted	$	0.86	$	0.72	$	1.85	$	2.30

BUSINESS_SEGMENTS

BUSINESS SEGMENTS	9 Months Ended
	Sep. 30, 2014
BUSINESS SEGMENTS	'
BUSINESS SEGMENTS	'
	15.  BUSINESS SEGMENTS
	We operate and report in four business segments: (i) Pipelines & Terminals; (ii) Global Marine Terminals; (iii) Merchant Services; and (iv) Development & Logistics.  Each segment uses the same accounting policies as those used in the preparation of our unaudited condensed consolidated financial statements.  All inter-segment revenues, operating income and assets have been eliminated.  Reclassifications of prior period amounts were made to operating and general and administrative expenses between our segments. The reclassification impacted adjusted EBITDA by segment and had no impact on our unaudited condensed consolidated net income or partners’ capital.
	Pipelines & Terminals
	The Pipelines & Terminals segment receives liquid petroleum products from refineries, connecting pipelines, vessels, and bulk and marine terminals and transports those products to other locations for a fee and provides bulk storage and terminal throughput services in the continental United States.  This segment owns and operates pipeline systems and liquid petroleum products terminals in the continental United States, including five terminals owned by the Merchant Services segment but operated by the Pipelines & Terminals segment and 17 terminals acquired in conjunction with the Hess Terminals Acquisition in December 2013.  In addition, the segment provides crude oil services, including train off-loading, storage and throughput.
	Global Marine Terminals
	The Global Marine Terminals segment provides marine bulk storage and marine terminal throughput services in the East Coast and Gulf Coast regions of the United States and in the Caribbean.  The segment has liquid petroleum product terminals located in The Bahamas, Puerto Rico and St. Lucia in the Caribbean, Corpus Christi and the New York Harbor.  The Global Marine Terminals segment operates three liquid petroleum products terminals acquired in conjunction with the Hess Terminals Acquisition in December 2013.
	In September 2014, we acquired an 80% interest in a newly-formed entity, Buckeye Texas, for $821.0 million, net of cash acquired of $15.0 million and working capital and capital expenditure adjustments required by the contribution agreement with Trafigura Corpus Christi Holdings Inc.  Buckeye Texas and its subsidiaries will own and operate a vertically integrated system of midstream assets including a deep-water, high volume marine terminal located on the Corpus Christi Ship Channel, a condensate splitter and LPG storage complex in Corpus Christi and three crude oil and condensate gathering facilities in the Eagle Ford Shale.  Upon completion of the initial build-out, the assets will form an integrated system with connectivity from the production in the field to the marine terminal infrastructure and the refining complex in Corpus Christi. The Corpus Christi facilities have five vessel berths, including three deep-water docks, and upon completion of the initial build-out, they will offer approximately 5.6 million barrels of liquid petroleum products storage capacity along with rail and truck loading/unloading capability. In addition, three field gathering facilities with associated storage and pipeline connectivity will allow Buckeye Texas to move Eagle Ford crude oil and condensate production directly to the terminalling complex in Corpus Christi.  As we acquired a controlling financial interest in Buckeye Texas, we reflected the acquisition as a consolidated subsidiary.  See Note 2 for further discussion.
	Merchant Services
	The Merchant Services segment is a wholesale distributor of refined petroleum products in the United States and in the Caribbean. This segment recognizes revenues when products are delivered.  The segment’s products include gasoline, natural gas liquids, ethanol, biodiesel and petroleum distillates such as heating oil, diesel fuel, kerosene and fuel oil.  The segment owns five terminals, which are operated by the Pipelines & Terminals segment.  The segment’s customers consist principally of product wholesalers as well as major commercial users of these refined petroleum products.
	Development & Logistics
	The Development & Logistics segment consists primarily of our contract operations of third-party pipelines, which are owned principally by major oil and gas, petrochemical and chemical companies and are located primarily in Texas and Louisiana.  Additionally, this segment performs pipeline construction management services, typically for cost plus a fixed fee.  This segment also owns and operates two underground propane storage caverns in Indiana and Illinois and an ammonia pipeline, as well as our majority ownership of the Sabina Pipeline, located in Texas.
	Natural Gas Storage Disposal Group
	In December 2013, the Board approved a plan to divest the natural gas storage segment facility and related assets that our subsidiary Lodi Gas Storage, L.L.C. owns and operates in Northern California as we no longer believe this business is aligned with our long-term business strategy.  In this report, we refer to this group of assets as our Natural Gas Storage disposal group.  Accordingly, we have classified the disposal group as “Assets held for sale” and “Liabilities held for sale” in our unaudited condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013 and reported the results of operations as discontinued operations for all periods presented in this report.  As such, we have adjusted our prior period segment information to conform to the current alignment of our continuing business and discontinued operations.  In July 2014, we signed a purchase and sale agreement to sell our Natural Gas Storage business for $105.0 million.  The transaction is expected to close in the first quarter of 2015, subject to regulatory approvals and customary closing conditions.  As a result of the sale, we recorded a non-cash asset impairment charge of $26.3 million within “Loss from discontinued operations” on our unaudited condensed consolidated statement of operations for the six months ended June 30, 2014.  During the three months ended September 30, 2014, we reduced the non-cash asset impairment charge by $5.4 million due to changes in the carrying value of the net assets of our Natural Gas Storage disposal group.  The changes in the carrying value of the net assets consist primarily of the net loss experienced during the three months ended September 30, 2014.  Please see Note 3 for additional information.
	The following table summarizes revenue by each segment for the periods indicated (in thousands):
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2014			2013			2014			2013
	Revenue:
	Pipelines & Terminals		$	228,466		$	194,582		$	665,629		$	568,872
	Global Marine Terminals		104,522			61,133			284,082			186,416
	Merchant Services		1,246,462			815,095			4,420,205			2,627,718
	Development & Logistics		21,003			16,439			56,637			42,048
	Intersegment		(26,980		)	(13,398		)	(52,300		)	(26,537		)
	Total revenue		$	1,573,473		$	1,073,851		$	5,374,253		$	3,398,517
	For the three and nine months ended September 30, 2014 and 2013, no customers contributed 10% or more of consolidated revenue.
	The following table summarizes revenue for our continuing operations, by major geographic area, for the periods indicated (in thousands):
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2014			2013			2014			2013
	Revenue:
	United States		$	1,482,363		$	1,020,438		$	5,116,151		$	3,238,275
	International		91,110			53,413			258,102			160,242
	Total revenue		$	1,573,473		$	1,073,851		$	5,374,253		$	3,398,517
	Adjusted EBITDA
	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. Adjusted EBITDA eliminates: (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.
	We believe that investors benefit from having access to the same financial measures that we use and that these measures are useful to investors because they aid in comparing our operating performance with that of other companies with similar operations.  The Adjusted EBITDA data presented by us may not be comparable to similarly titled measures at other companies because these items may be defined differently by other companies.
	The following tables present Adjusted EBITDA by segment and on a consolidated basis and a reconciliation of income from continuing operations to Adjusted EBITDA for the periods indicated (in thousands):
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2014			2013			2014			2013
	Adjusted EBITDA from continuing operations:
	Pipelines & Terminals		$	128,171		$	115,876		$	370,570		$	338,896
	Global Marine Terminals		57,270			35,964			166,532			109,246
	Merchant Services		10,468			(74		)	(12,568		)	10,844
	Development & Logistics		4,713			4,407			15,500			11,247
	Adjusted EBITDA from continuing operations		$	200,622		$	156,173		$	540,034		$	470,233
	Reconciliation of Income from continuing operations to Adjusted EBITDA from continuing operations:
	Income from continuing operations		$	107,008		$	83,618		$	270,486		$	264,134
	Less: Net income attributable to noncontrolling interests		(785		)	(997		)	(2,547		)	(3,095		)
	Income from continuing operations attributable to Buckeye Partners, L.P.		106,223			82,621			267,939			261,039
	Add: Interest and debt expense		43,838			34,341			127,063			94,827
	Income tax expense		243			195			319			521
	Depreciation and amortization (1)		45,406			36,842			131,791			110,092
	Non-cash unit-based compensation expense		5,228			4,932			13,149			12,009
	Acquisition and transition expense (2)		2,451			—			8,076			—
	Less: Amortization of unfavorable storage contracts (3)		(2,767		)	(2,758		)	(8,303		)	(8,255		)
	Adjusted EBITDA from continuing operations		$	200,622		$	156,173		$	540,034		$	470,233
		-1		Includes depreciation and amortization of noncontrolling interests.
		-2		Represents acquisition and transition expense related to the Hess Terminals Acquisition in December 2013 and the Buckeye Texas Partners Transaction in September 2014.
		-3		Represents amortization of negative fair values allocated to certain unfavorable storage contracts acquired in connection with the BORCO acquisition.

SUPPLEMENTAL_CASH_FLOW_INFORMA

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 2014
SUPPLEMENTAL CASH FLOW INFORMATION	'
SUPPLEMENTAL CASH FLOW INFORMATION	'
	16.  SUPPLEMENTAL CASH FLOW INFORMATION
	Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):
			Nine Months Ended
			September 30,
			2014			2013
	Cash paid for interest (net of capitalized interest)		$	130,323		$	105,876
	Cash paid for income taxes		620			719
	Capitalized interest		5,641			5,255
	Non-cash investing activities:
	(Decrease) increase in accounts payable and accrued and other current liabilities related to capital expenditures		$	(25,860	)	$	7,140
	Non-cash financing activities:
	Issuance of Class B units in lieu of quarterly cash distribution (1)		$	—		$	25,687
		-1		In September 2013, all of our Class B units, which represented a separate class of our limited partnership interests, converted into LP Units on a one-for-one basis.  No Class B units have been issued subsequent to the conversion of Class B units into LP Units.  See our Annual Report on Form 10-K for the year ended December 31, 2013 for further discussion.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2014
SUBSEQUENT EVENTS.	'
SUBSEQUENT EVENTS	'
	17.  SUBSEQUENT EVENTS
	Repayment of Debt
	In October 2014, we repaid in full the $275.0 million principal amount outstanding under the 5.300% Notes and $7.3 million of related accrued interest using funds available under our Credit Facility.
	Equity Offering
	In October 2014, the underwriters for our September 2014 public offering of 6.75 million LP Units exercised an option to purchase 1.0 million additional LP Units pursuant to the underwriting agreement, resulting in gross proceeds of $81.0 million before deducting underwriting fees and expenses of $2.8 million.  We used the new proceeds from this offering to reduce the indebtedness outstanding under our Credit Facility.

ORGANIZATION_AND_BASIS_OF_PRES1

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2014
ORGANIZATION AND BASIS OF PRESENTATION.	'
Organization	'
	Organization
	Buckeye Partners, L.P. is a publicly traded Delaware master limited partnership and its limited partnership units representing limited partner interests (“LP Units”) are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BPL.”  Buckeye GP LLC (“Buckeye GP”) is our general partner.  As used in these Notes to Unaudited Condensed Consolidated Financial Statements, “we,” “us,” “our” and “Buckeye” mean Buckeye Partners, L.P. and, where the context requires, includes our subsidiaries.
	Buckeye owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage and marketing of liquid petroleum products.  We are one of the largest independent liquid petroleum products pipeline operators in the United States in terms of volumes delivered, miles of pipeline and active products terminals across our portfolio of pipelines, inland terminals and an integrated network of marine terminals located primarily in the East Coast and Gulf Coast regions of the United States and in the Caribbean.  Our flagship marine terminal in The Bahamas, Bahamas Oil Refining Company International Limited (“BORCO”), is one of the largest marine crude oil and petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products.  Our network of marine terminals enables us to facilitate global flows of crude oil, refined petroleum products, and other commodities, and to offer our customers connectivity to some of the world’s most important bulk storage and blending hubs.  In September 2014, we expanded our network of marine midstream assets by acquiring a controlling interest in a company with assets located in Corpus Christi, Texas and the Eagle Ford Shale.  We are also a wholesale distributor of refined petroleum products in areas served by our pipelines and terminals.  Finally, Buckeye operates and/or maintains third-party pipelines under agreements with major oil and gas, petrochemical and chemical companies, and performs certain engineering and construction management services for third parties.
	In December 2013, the Board of Directors of Buckeye GP (the “Board”) approved a plan to divest our Natural Gas Storage segment and its related assets as we no longer believe this business is aligned with our long-term business strategy.  In this report, we refer to this group of assets and related liabilities as our Natural Gas Storage disposal group.  Accordingly, we have classified the disposal group as “Assets held for sale” and “Liabilities held for sale” in our unaudited condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013 and also reported the results of operations as discontinued operations for all periods presented in this report.  In July 2014, we signed a purchase and sale agreement to sell our Natural Gas Storage business for $105.0 million.  The transaction is expected to close in the first quarter of 2015, subject to regulatory approvals and customary closing conditions.  See Note 3 for additional information.
	Additionally, in December 2013, we changed our organizational structure to align our strategic business units into four reportable segments: Pipelines & Terminals, Global Marine Terminals, Merchant Services and Development & Logistics.  See Note 15 for additional information.  We have adjusted our prior period segment information to conform to the current alignment of our continuing business and discontinued.
Basis of Presentation and Principles of Consolidation	'
	Basis of Presentation and Principles of Consolidation
	The unaudited condensed consolidated financial statements and the accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules of the U.S. Securities and Exchange Commission (“SEC”).  Accordingly, our financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of our results of operations for the interim periods.  The unaudited condensed consolidated financial statements include the accounts of our subsidiaries controlled by us and variable interest entities of which we are the primary beneficiary. We have eliminated all intercompany transactions in consolidation.
	We believe that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading.  These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2013.
Recent Accounting Developments	'
	Recent Accounting Developments
	Going Concern.  In August 2014, the Financial Accounting Standards Board (“FASB”) issued guidance requiring management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.  The standard also provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements.  An entity must provide certain disclosures if there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern.  Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.  The new guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  We do not expect that the adoption of this guidance will have an impact on our consolidated financial statements or disclosures.
	Revenue from Contracts with Customers.  In May 2014, the FASB issued guidance to clarify principles used to recognize revenue for all entities.  The standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  In doing so, entities will need to use more judgment and make more estimates than under current guidance.  These may include identifying performance obligations in the contract, estimating the amount of variable consideration included in the transaction price and/or allocating the transaction price to each separate performance obligation.  The new guidance is effective for annual and interim periods beginning after December 15, 2016, with no early adoption permitted.  We are currently evaluating the impact, if any, the adoption of this guidance will have on our consolidated financial statements.

ACQUISITIONS_Tables

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2014
Statement	'
Schedule of purchase price allocated to tangible and intangible assets acquired and liabilities assumed	'
	The purchase price has been allocated to tangible and intangible assets acquired and liabilities assumed as follows (in thousands):
	Current assets		$	24,640
	Property, plant and equipment		527,390
	Intangible assets		260,000
	Goodwill		280,695
	Current liabilities		(47,737		)
	Noncontrolling interests		(208,998		)
	Allocated purchase price		$	835,990
Hess Terminals Acquisition	'
Statement	'
Schedule of purchase price allocated to tangible and intangible assets acquired and liabilities assumed	'
	The purchase price has been allocated to tangible and intangible assets acquired and liabilities assumed as follows (in thousands):
	Current assets		$	16,533
	Property, plant and equipment		801,870
	Intangible assets		30,520
	Goodwill		9,606
	Current liabilities		(882		)
	Environmental liabilities		(1,270		)
	Allocated purchase price		$	856,377
Schedule of revenue and net income related to the assets acquired	'
	The following table summarizes revenue and net income related to the assets acquired from Hess included in our unaudited condensed consolidated statement of operations for the periods indicated (in thousands):
			Three Months Ended			Nine Months Ended
			September 30,			September 30,
			2014			2014
	Revenue		$	297,104		$	971,672
	Net income (1)		17,745			44,515
		-1		Includes transition expenses of $1.2 million and $6.9 million for the three and nine months ended September 30, 2014, respectively.

DISCONTINUED_OPERATIONS_Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2014
DISCONTINUED OPERATIONS	'
Summary of the results from discontinued operations	'
	The following table summarizes the results from discontinued operations (in thousands):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Revenue	$	3,997		$	14,907		$	21,766		$	40,581
	Loss from discontinued operations	(3,280		)	(5,367		)	(51,508		)	(18,014		)
Schedule of total assets and liabilities held for sale	'
	The total assets and liabilities held for sale consisted of the following at the dates indicated (in thousands):
		September 30,			December 31,
		2014			2013
	Property, plant and equipment, net	$	138,534		$	157,261
	Other current assets	3,282			24,443
	Other non-current assets	36			4
	Assets held for sale	$	141,852		$	181,708
	Accounts payable	$	872		$	2,182
	Accrued liabilities and other current liabilities	8,505			8,947
	Other non-current liabilities	29,475			26,638
	Liabilities held for sale	$	38,852		$	37,767

INVENTORIES_Tables

INVENTORIES (Tables)	9 Months Ended
	Sep. 30, 2014
INVENTORIES	'
Inventory	'
	Our inventory amounts were as follows at the dates indicated (in thousands):
			September 30,		December 31,
			2014		2013
	Liquid petroleum products (1)		$	410,615	$	290,718
	Materials and supplies		17,548		21,417
	Total inventories		$	428,163	$	312,135
		-1		Ending inventory was 162.8 million and 102.1 million gallons of liquid petroleum products at September 30, 2014 and December 31, 2013, respectively.

EQUITY_INVESTMENTS_Tables

EQUITY INVESTMENTS (Tables)	9 Months Ended
	Sep. 30, 2014
EQUITY INVESTMENTS	'
Earnings from equity investments	'
	The following table presents earnings from equity investments for the periods indicated (in thousands):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	West Shore Pipe Line Company	$	1,551		$	1,569		$	3,734		$	4,142
	Muskegon Pipeline LLC	470			(377		)	1,041			254
	Transport4, LLC	109			90			362			286
	South Portland Terminal LLC	393			107			822			289
	Total earnings from equity investments	$	2,523		$	1,389		$	5,959		$	4,971
Summary of combined financial information for equity method investments	'
	Summarized combined income statement data for our equity method investments are as follows for the periods indicated (amounts represent 100% of investee income statement data in thousands):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Revenue	$	23,872		$	22,218		$	65,337		$	58,534
	Costs and expenses	(14,168		)	(15,563		)	(38,813		)	(34,776		)
	Non-operating expenses	(3,261		)	(3,145		)	(8,841		)	(9,265		)
	Net income	$	6,443		$	3,510		$	17,683		$	14,493

INTANGIBLE_ASSETS_Tables

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2014
INTANGIBLE ASSETS	'
Schedule of intangible assets	'
	Intangible assets consist of the following at the dates indicated (in thousands):
		September 30,			December 31,
		2014			2013
	Customer relationships	$	231,620		$	231,620
	Accumulated amortization	(53,971		)	(44,144		)
	Net carrying amount	177,649			187,476
	Customer contracts	330,233			70,233
	Accumulated amortization	(50,532		)	(32,345		)
	Net carrying amount	279,701			37,888
	Total intangible assets, net	$	457,350		$	225,364

DERIVATIVE_INSTRUMENTS_AND_HED1

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	9 Months Ended
	Sep. 30, 2014
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
Commodity Derivative Instruments Outstanding	'
	The following table summarizes our commodity derivative instruments outstanding at September 30, 2014 (amounts in thousands of gallons):
			Volume (1)				Accounting
	Derivative Purpose		Current		Long-Term		Treatment
	Derivatives NOT designated as hedging instruments:
	Physical fixed price derivative contracts		47,152		2,604		Mark-to-market
	Physical index derivative contracts		56,414		—		Mark-to-market
	Futures contracts for refined petroleum products		24,071		2,520		Mark-to-market
	Derivatives designated as hedging instruments:
	Futures contracts for refined petroleum products		148,260		—		Fair Value Hedge
		-1		Volume represents absolute value of net notional volume position.
Fair Value of Each Classification of Derivative Instruments	'
	The following table sets forth the fair value of each classification of derivative instruments and the locations of the derivative instruments on our unaudited condensed consolidated balance sheets at the dates indicated (in thousands):
			September 30, 2014
			Derivatives			Derivatives						Netting
			NOT Designated			Designated			Derivative			Balance
			as Hedging			as Hedging			Carrying			Sheet
			Instruments			Instruments			Value			Adjustment (1)			Total
	Physical fixed price derivative contracts		$	16,676		$	—		$	16,676		$	(514	)	$	16,162
	Physical index derivative contracts		99			—			99			(34		)	65
	Futures contracts for refined products		76,469			22,371			98,840			(90,421		)	8,419
	Total current derivative assets		93,244			22,371			115,615			(90,969		)	24,646
	Physical fixed price derivative contracts		441			—			441			—			441
	Futures contracts for refined products		1			—			1			—			1
	Total non-current derivative assets		442			—			442			—			442
	Physical fixed price derivative contracts		(3,379		)	—			(3,379		)	514			(2,865		)
	Physical index derivative contracts		(230		)	—			(230		)	34			(196		)
	Futures contracts for refined products		(89,294		)	(1,127		)	(90,421		)	90,421			—
	Total current derivative liabilities		(92,903		)	(1,127		)	(94,030		)	90,969			(3,061		)
	Futures contracts for refined products		(225		)	—			(225		)	—			(225		)
	Total non-current derivative liabilities		(225		)	—			(225		)	—			(225		)
	Net derivative assets (liabilities)		$	558		$	21,244		$	21,802		$	—		$	21,802
	(1)  Amounts represent the netting of physical fixed and index contracts’ assets and liabilities when a legal right of offset exists.  Futures contracts are subject to settlement through margin requirements and are additionally presented on a net basis.
			December 31, 2013
			Derivatives			Derivatives						Netting
			NOT Designated			Designated			Derivative			Balance
			as Hedging			as Hedging			Carrying			Sheet
			Instruments			Instruments			Value			Adjustment (1)			Total
	Physical fixed price derivative contracts		$	5,164		$	—		$	5,164		$	(780	)	$	4,384
	Physical index derivative contracts		48			—			48			(20		)	28
	Futures contracts for refined products		45,589			66			45,655			(45,655		)	—
	Total current derivative assets		50,801			66			50,867			(46,455		)	4,412
	Physical fixed price derivative contracts		(7,027		)	—			(7,027		)	780			(6,247		)
	Physical index derivative contracts		(330		)	—			(330		)	20			(310		)
	Futures contracts for refined products		(52,240		)	(1,485		)	(53,725		)	45,655			(8,070		)
	Interest rate derivatives		—			(30,045		)	(30,045		)	—			(30,045		)
	Total current derivative liabilities		(59,597		)	(31,530		)	(91,127		)	46,455			(44,672		)
	Net derivative liabilities		$	(8,796	)	$	(31,464	)	$	(40,260	)	$	—		$	(40,260	)
	(1)  Amounts represent the netting of physical fixed and index contracts’ assets and liabilities when a legal right of offset exists.  Futures contracts are subject to settlement through margin requirements and are additionally presented on a net basis.
Gains and Losses on Derivative Instruments Recognized in Income	'
	The gains and losses on our derivative instruments recognized in income were as follows for the periods indicated (in thousands):
					Three Months Ended						Nine Months Ended
					September 30,						September 30,
			Location		2014			2013			2014			2013
	Derivatives NOT designated as hedging instruments:
	Physical fixed price derivative contracts		Product sales		$	16,065		$	(6,851	)	$	5,413		$	(3,475	)
	Physical index derivative contracts		Product sales		(37		)	(13		)	(110		)	1,096
	Physical fixed price derivative contracts		Cost of product sales		(1,442		)	4,736			7,179			4,291
	Physical index derivative contracts		Cost of product sales		207			(113		)	(506		)	(657		)
	Futures contracts for refined products		Cost of product sales		(997		)	(1,190		)	(810		)	4,607
	Derivatives designated as fair value hedging instruments:
	Futures contracts for refined products		Cost of product sales		35,717			(1,689		)	23,264			7,246
	Physical inventory - hedged items		Cost of product sales		(34,041		)	2,114			(32,312		)	(7,326		)
	Ineffectiveness excluding the time value component on fair value hedging instruments:
	Fair value hedge ineffectiveness (excluding time value)		Cost of product sales		2,914			2,902			6,524			(725		)
	Time value excluded from hedge assessment		Cost of product sales		(1,238		)	(2,477		)	(15,572		)	645
	Net gain (loss) in income				$	1,676		$	425		$	(9,048	)	$	(80	)
Losses reclassified from accumulated other comprehensive income	'
	The losses reclassified from accumulated other comprehensive income (“AOCI”) to income on our derivatives were as follows for the periods indicated (in thousands):
					Loss Reclassified from AOCI to Income for the
					Three Months Ended						Nine Months Ended
					September 30,						September 30,
			Location		2014			2013			2014			2013
	Derivatives designated as cash flow hedging instruments:
	Interest rate contracts		Interest and debt expense		$	(3,159	)	$	(1,778	)	$	(6,716	)	$	(3,099	)
Gains and Losses Reclassified from accumulated other comprehensive income (AOCI) to Income and Change in Value Recognized in other comprehensive income (OCI) on Derivatives	'
	The change in value recognized in other comprehensive income (“OCI”) on our derivatives were as follows for the periods indicated (in thousands):
					(Loss) Gain Recognized in OCI on Derivatives for the
					Three Months Ended						Nine Months Ended
					September 30,						September 30,
					2014			2013			2014			2013
	Derivatives designated as cash flow hedging instruments:
	Interest rate contracts				$	(2,612	)	$	(80	)	$	(21,424	)	$	32,446

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2014
FAIR VALUE MEASUREMENTS	'
Financial Assets and Liabilities, Measured at Fair Value on Recurring Basis	'
	The following table sets forth financial assets and liabilities measured at fair value on a recurring basis, as of the measurement dates indicated, and the basis for that measurement, by level within the fair value hierarchy (in thousands):
		September 30, 2014						December 31, 2013
		Level 1			Level 2			Level 1			Level 2
	Financial assets:
	Physical fixed price derivative contracts	$	—		$	16,603		$	—		$	4,384
	Physical index derivative contracts	—			65			—			28
	Futures contracts for refined products	8,420			—			—			—
	Financial liabilities:
	Physical fixed price derivative contracts	—			(2,865		)	—			(6,247		)
	Physical index derivative contracts	—			(196		)	—			(310		)
	Futures contracts for refined products	(225		)	—			(8,070		)	—
	Interest rate derivatives	—			—			—			(30,045		)
	Fair value	$	8,195		$	13,607		$	(8,070	)	$	(32,190	)
Carrying Value and Fair Value using Level 2 Input Values of Debt	'
	The carrying value and fair value, using Level 2 input values, of our debt were as follows at the dates indicated (in thousands):
		September 30, 2014						December 31, 2013
		Carrying			Fair Value			Carrying			Fair Value
		Amount						Amount
	Fixed-rate debt	$	3,663,690		$	3,831,993		$	3,063,711		$	3,148,634
	Variable-rate debt	182,000			182,000			255,000			255,000
	Total debt	$	3,845,690		$	4,013,993		$	3,318,711		$	3,403,634

PENSIONS_AND_OTHER_POSTRETIREM1

PENSIONS AND OTHER POSTRETIREMENT BENEFITS (Tables)	9 Months Ended
	Sep. 30, 2014
PENSIONS AND OTHER POSTRETIREMENT BENEFITS	'
Components of Net Periodic Benefit Cost for RIGP and Retiree Medical Plan	'
	The components of the net periodic benefit cost for the RIGP and Retiree Medical Plan were as follows for the three months ended September 30, 2014 and 2013 (in thousands):
		RIGP						Retiree Medical Plan
		Three Months Ended						Three Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Service cost	$	54		$	41		$	108		$	166
	Interest cost	134			(11		)	352			159
	Expected return on plan assets	(98		)	(67		)	—			—
	Amortization of prior service credit	—			—			(406		)	147
	Amortization of unrecognized losses	308			239			299			265
	Actuarial loss due to settlements	193			230			—			—
	Net periodic benefit cost	$	591		$	432		$	353		$	737
	The components of the net periodic benefit cost for the RIGP and the Retiree Medical Plan were as follows for the nine months ended September 30, 2014 and 2013 (in thousands):
		RIGP						Retiree Medical Plan
		Nine Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Service cost	$	163		$	163		$	323		$	323
	Interest cost	403			403			1,056			1,056
	Expected return on plan assets	(294		)	(294		)	—			—
	Amortization of prior service credit	—			—			(1,218		)	(1,218		)
	Amortization of unrecognized losses	924			924			895			895
	Actuarial loss due to settlements	580			683			—			—
	Net periodic benefit cost	$	1,776		$	1,879		$	1,056		$	1,056

UNITBASED_COMPENSATION_PLANS_T

UNIT-BASED COMPENSATION PLANS (Tables)	9 Months Ended
	Sep. 30, 2014
UNIT-BASED COMPENSATION PLANS	'
Awards activity under the LTIP	'
	The following table sets forth the LTIP activity for the periods indicated (in thousands, except per unit amounts):
					Weighted
					Average
					Grant Date
			Number of		Fair Value
			LP Units		per LP Unit
	Unvested at January 1, 2014		813		$	59.36
	Granted		409		71.68
	Vested		(191	)	63.68
	Forfeited		(77	)	63.87
	Unvested at September 30, 2014		954		$	63.35
Summary of Changes in LP Unit Options Outstanding, All of Which are Vested	'
	The following is a summary of the changes in the options outstanding (all of which are vested) under the Option Plan for the periods indicated (in thousands, except per unit amounts):
							Weighted
					Weighted		Average
					Average		Remaining	Aggregate
			Number of		Strike Price		Contractual	Intrinsic
			LP Units		per LP Unit		Term (in years)	Value (1)
	Outstanding at January 1, 2014		46		$	47.32	2.4	$	1,080
	Exercised		(15	)	45.88
	Forfeited, cancelled or expired		(2	)
	Outstanding at September 30, 2014		29		48.41		1.9	$	893
	Exercisable at September 30, 2014		29		$	48.41	1.9	$	893
		-1		Aggregate intrinsic value reflects fully vested LP Unit options at the date indicated. Intrinsic value is determined by calculating the difference between our closing LP Unit price on the last trading day in September 2014 and the exercise price, multiplied by the number of exercisable, in-the-money options.

PARTNERS_CAPITAL_AND_DISTRIBUT1

PARTNERS' CAPITAL AND DISTRIBUTIONS (Tables)	9 Months Ended
	Sep. 30, 2014
PARTNERS' CAPITAL AND DISTRIBUTIONS	'
Reconciliation of LP Units Outstanding	'
	The following is a summary of changes in LP Units outstanding for the periods indicated (in thousands):
			Limited
			Partners
	Outstanding at January 1, 2014		115,064
	LP Units issued pursuant to the Option Plan (1)		15
	LP Units issued pursuant to the LTIP (1)		168
	Issuance of LP Units to institutional investors		9,740
	Issuance of LP Units through Equity Distribution Agreements		1,012
	Outstanding at September 30, 2014		125,999
		-1		The number of units issued represents issuance net of tax withholding.

EARNINGS_PER_UNIT_Tables

EARNINGS PER UNIT (Tables)	9 Months Ended
	Sep. 30, 2014
EARNINGS PER UNIT	'
Reconciliation of Weighted Average Number of LP Units Used in Basic and Diluted Earnings Per LP Unit Calculations	'
	The following table is a reconciliation of the weighted average units outstanding used in computing the basic and diluted earnings per unit for the periods indicated (in thousands, except per unit amounts):
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2014		2013		2014		2013
	Net income attributable to Buckeye Partners, L.P.	$	102,943	$	77,254	$	216,431	$	243,025
	Basic:
	Weighted average units outstanding - basic	118,804		106,223		116,747		105,068
	Earnings per unit - basic	$	0.87	$	0.73	$	1.85	$	2.31
	Diluted:
	Weighted average units outstanding - basic	118,804		106,223		116,747		105,068
	Dilutive effect of LP Unit options and LTIP awards granted	625		551		558		448
	Weighted average units outstanding - diluted	119,429		106,774		117,305		105,516
	Earnings per unit - diluted	$	0.86	$	0.72	$	1.85	$	2.30

BUSINESS_SEGMENTS_Tables

BUSINESS SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2014
BUSINESS SEGMENTS	'
Summary of revenue by each segment	'
	The following table summarizes revenue by each segment for the periods indicated (in thousands):
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2014			2013			2014			2013
	Revenue:
	Pipelines & Terminals		$	228,466		$	194,582		$	665,629		$	568,872
	Global Marine Terminals		104,522			61,133			284,082			186,416
	Merchant Services		1,246,462			815,095			4,420,205			2,627,718
	Development & Logistics		21,003			16,439			56,637			42,048
	Intersegment		(26,980		)	(13,398		)	(52,300		)	(26,537		)
	Total revenue		$	1,573,473		$	1,073,851		$	5,374,253		$	3,398,517
Summary of revenue for continuing operations by major geographical area	'
	The following table summarizes revenue for our continuing operations, by major geographic area, for the periods indicated (in thousands):
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2014			2013			2014			2013
	Revenue:
	United States		$	1,482,363		$	1,020,438		$	5,116,151		$	3,238,275
	International		91,110			53,413			258,102			160,242
	Total revenue		$	1,573,473		$	1,073,851		$	5,374,253		$	3,398,517
Adjusted EBITDA by segment and reconciliation of income from continuing operations to Adjusted EBITDA	'
	The following tables present Adjusted EBITDA by segment and on a consolidated basis and a reconciliation of income from continuing operations to Adjusted EBITDA for the periods indicated (in thousands):
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2014			2013			2014			2013
	Adjusted EBITDA from continuing operations:
	Pipelines & Terminals		$	128,171		$	115,876		$	370,570		$	338,896
	Global Marine Terminals		57,270			35,964			166,532			109,246
	Merchant Services		10,468			(74		)	(12,568		)	10,844
	Development & Logistics		4,713			4,407			15,500			11,247
	Adjusted EBITDA from continuing operations		$	200,622		$	156,173		$	540,034		$	470,233
	Reconciliation of Income from continuing operations to Adjusted EBITDA from continuing operations:
	Income from continuing operations		$	107,008		$	83,618		$	270,486		$	264,134
	Less: Net income attributable to noncontrolling interests		(785		)	(997		)	(2,547		)	(3,095		)
	Income from continuing operations attributable to Buckeye Partners, L.P.		106,223			82,621			267,939			261,039
	Add: Interest and debt expense		43,838			34,341			127,063			94,827
	Income tax expense		243			195			319			521
	Depreciation and amortization (1)		45,406			36,842			131,791			110,092
	Non-cash unit-based compensation expense		5,228			4,932			13,149			12,009
	Acquisition and transition expense (2)		2,451			—			8,076			—
	Less: Amortization of unfavorable storage contracts (3)		(2,767		)	(2,758		)	(8,303		)	(8,255		)
	Adjusted EBITDA from continuing operations		$	200,622		$	156,173		$	540,034		$	470,233
		-1		Includes depreciation and amortization of noncontrolling interests.
		-2		Represents acquisition and transition expense related to the Hess Terminals Acquisition in December 2013 and the Buckeye Texas Partners Transaction in September 2014.
		-3		Represents amortization of negative fair values allocated to certain unfavorable storage contracts acquired in connection with the BORCO acquisition.

SUPPLEMENTAL_CASH_FLOW_INFORMA1

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2014
SUPPLEMENTAL CASH FLOW INFORMATION	'
Supplemental Cash Flows and Non-Cash Transactions	'
	Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):
			Nine Months Ended
			September 30,
			2014			2013
	Cash paid for interest (net of capitalized interest)		$	130,323		$	105,876
	Cash paid for income taxes		620			719
	Capitalized interest		5,641			5,255
	Non-cash investing activities:
	(Decrease) increase in accounts payable and accrued and other current liabilities related to capital expenditures		$	(25,860	)	$	7,140
	Non-cash financing activities:
	Issuance of Class B units in lieu of quarterly cash distribution (1)		$	—		$	25,687
		-1		In September 2013, all of our Class B units, which represented a separate class of our limited partnership interests, converted into LP Units on a one-for-one basis.  No Class B units have been issued subsequent to the conversion of Class B units into LP Units.  See our Annual Report on Form 10-K for the year ended December 31, 2013 for further discussion.

ORGANIZATION_AND_BASIS_OF_PRES2

ORGANIZATION AND BASIS OF PRESENTATION (Details) (USD $)	9 Months Ended	1 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Jul. 31, 2014
	item	Natural Gas Storage
Organization and basis of presentation	'	'
Proceeds from sale of business	'	$105
Number of reportable segments	4	'

ACQUISITIONS_Detail

ACQUISITIONS (Detail) (USD $)	1 Months Ended	3 Months Ended		9 Months Ended			1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended	1 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Apr. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014
							WesPac Memphis	Hess Terminals Acquisition	Hess Terminals Acquisition	Hess Terminals Acquisition	Buckeye Texas Partners
										MMBbls	MMBbls
										item	item
Business Acquisition	'	'	'	'	'	'	'	'	'	'	'
Number of liquid petroleum product terminals acquired	'	'	'	'	'	'	'	'	'	20	'
Total storage capacity of refined petroleum product terminals	'	'	'	'	'	'	'	'	'	39,000,000	'
Purchase price, net of cash acquired	'	'	'	$824,736,000	'	'	'	'	'	$856,400,000	'
Revenue	'	1,573,473,000	1,073,851,000	5,374,253,000	3,398,517,000	'	'	297,104,000	971,672,000	'	'
Net income	'	103,728,000	78,251,000	218,978,000	246,120,000	'	'	17,745,000	44,515,000	'	'
Transition expenses	'	2,451,000	'	8,076,000	'	'	'	1,200,000	6,900,000	'	'
Storage Capacity	'	'	'	'	'	'	'	'	'	'	5.6
Cash acquired in acquisition	'	'	'	'	'	'	'	'	'	'	15,000,000
Acquisition cost and other information	'	'	'	'	'	'	'	'	'	'	'
Additional interest acquired, percentage	'	'	'	'	'	'	10	'	'	'	'
Consideration transferred	'	'	'	9,510,000	9,727,000	'	9,500,000	'	'	'	'
Ownership interest percentage, before acquisition	'	'	'	'	'	'	80.00%	'	'	'	'
Ownership interest percentage, after acquisition	'	'	'	'	'	'	90.00%	'	'	'	'
Consideration transferred	'	'	'	'	'	'	'	'	'	'	821,000,000
Number of barrels of tankage (in million)	'	'	'	'	'	'	'	'	'	'	5.6
Number of docks	'	'	'	'	'	'	'	'	'	'	3
Number of vessel berths	'	'	'	'	'	'	'	'	'	'	5
Number of crude oil and condensate gathering facilities	'	'	'	'	'	'	'	'	'	'	3
Number of field gathering facilities	'	'	'	'	'	'	'	'	'	'	3
Ownership interest (as a percent)	'	'	'	'	'	'	'	'	'	'	80.00%
Consideration for business acquisition	'	'	'	'	'	'	'	'	'	'	821,000,000
Assets acquired and liabilities assumed	'	'	'	'	'	'	'	'	'	'	'
Ownership interest (as a percent)	'	'	'	'	'	'	'	'	'	'	80.00%
Consideration for business acquisition	'	'	'	'	'	'	'	'	'	'	821,000,000
Current assets	'	'	'	'	'	'	'	'	'	16,533,000	24,640,000
Property, plant and equipment	'	'	'	'	'	'	'	'	'	801,870,000	527,390,000
Intangible assets	'	'	'	'	'	'	'	'	'	30,520,000	260,000,000
Goodwill	1,102,598,000	1,102,598,000	'	1,102,598,000	'	821,500,000	'	'	'	9,606,000	280,695,000
Current liabilities	'	'	'	'	'	'	'	'	'	-882,000	-47,737,000
Environmental liabilities	'	'	'	'	'	'	'	'	'	-1,270,000	'
Noncontrolling interests	-208,998,000	'	'	'	'	'	'	'	'	'	'
Allocated purchase price	'	'	'	'	'	'	'	'	'	$856,377,000	$835,990,000

DISCONTINUED_OPERATIONS_Detail

DISCONTINUED OPERATIONS (Details) (USD $)	6 Months Ended	9 Months Ended		1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Jul. 31, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
				Natural Gas Storage	Natural Gas Storage	Natural Gas Storage	Natural Gas Storage	Natural Gas Storage
Discontinued operations	'	'	'	'	'	'	'	'
Proceeds from sale of business	'	'	'	$105,000,000	'	'	'	'
Non-cash asset impairment charge	26,300,000	20,875,000	'	'	-5,400,000	'	'	'
Results from discontinued operations	'	'	'	'	'	'	'	'
Revenue	'	'	'	'	3,997,000	14,907,000	21,766,000	40,581,000
Loss from discontinued operations	'	'	'	'	-3,280,000	-5,367,000	-51,508,000	-18,014,000
Assets held for sale	'	'	'	'	'	'	'	'
Property, plant and equipment, net	'	138,534,000	157,261,000	'	'	'	'	'
Other current assets	'	3,282,000	24,443,000	'	'	'	'	'
Other non-current assets	'	36,000	4,000	'	'	'	'	'
Assets held for sale	'	141,852,000	181,708,000	'	'	'	'	'
Liabilities held for sale	'	'	'	'	'	'	'	'
Accounts payable	'	872,000	2,182,000	'	'	'	'	'
Accrued liabilities and other current liabilities	'	8,505,000	8,947,000	'	'	'	'	'
Other non-current liabilities	'	29,475,000	26,638,000	'	'	'	'	'
Liabilities held for sale	'	38,852,000	37,767,000	'	'	'	'	'
Asset impairment charge	$26,300,000	$20,875,000	'	'	($5,400,000)	'	'	'

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	9 Months Ended	0 Months Ended			9 Months Ended	2 Months Ended		2 Months Ended
	Sep. 30, 2014	Feb. 22, 2013	Sep. 20, 2012	Oct. 15, 2012	Sep. 30, 2014	Oct. 05, 2014	Sep. 30, 2014	Oct. 05, 2014	Oct. 05, 2014
		FERC Docket No. OR12-28 - Airlines Complaint against Buckeye Pipe Line Company, L.P. ("BPLC") New York City Jet Fuel Rates	FERC Docket No. OR12-28 - Airlines Complaint against Buckeye Pipe Line Company, L.P. ("BPLC") New York City Jet Fuel Rates	FERC Docket No. OR13-3 - BPLC's Market-Based Rate Application	BORCO facility jetty collision damage	Pennsauken Allisions	Pennsauken Allisions	Pennsauken Allisions	Pennsauken Allisions
			item	item		item		Minimum	Maximum
Commitments and Contingencies Disclosure	'	'	'	'	'	'	'	'	'
Insurance deductible	'	'	'	'	$5,000,000	'	$10,000,000	'	'
Limitation claimed by defendant to damages sought in legal proceedings	'	'	'	'	17,000,000	'	'	'	'
Cost of repairs	'	'	'	'	23,000,000	'	'	5,000,000	10,000,000
Loss on disposal to assets destroyed, recorded receivable for loss on disposal	'	'	'	'	6,000,000	'	'	'	'
Proceeds from insurance reimbursements	737,000	'	'	'	16,000,000	'	'	'	'
Deferred gain representing excess proceeds received over loss on disposal and other costs incurred	'	'	'	'	14,100,000	'	'	'	'
Gain recognized during the period	'	'	'	'	$0	'	'	'	'
New York City airports included in legal action	'	'	3	'	'	'	'	'	'
Past charges, maximum potential look-back period for repayment	'	'2 years	'	'	'	'	'	'	'
Number of origin points	'	'	'	3	'	'	'	'	'
Number of destinations	'	'	'	5	'	'	'	'	'
Number of allisions	'	'	'	'	'	2	'	'	'

COMMITMENTS_AND_CONTINGENCIES_1

COMMITMENTS AND CONTINGENCIES (Details 2) (USD $)	9 Months Ended		3 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
			Environmental remediation unrelated to claims and legal proceedings	Environmental remediation unrelated to claims and legal proceedings	Environmental remediation unrelated to claims and legal proceedings
Commitments and Contingencies Disclosure	'	'	'	'	'
Operating expenses, net of insurance recoveries related to environmental liabilities	$4.20	$4.40	$2	$1.40	'
Environmental remediation liabilities	'	'	56	'	57.2
Receivables related to environmental remediation expenditures covered by insurance or third party claims	'	'	$13.30	'	$10.60

INVENTORIES_Details

INVENTORIES (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified	gal	gal
INVENTORIES	'	'
Liquid petroleum products	$410,615	$290,718
Materials and supplies	17,548	21,417
Total inventories	$428,163	$312,135
Refined petroleum products (in gallons)	162,800,000	102,100,000
Percentage of hedged refined petroleum products inventory	91.00%	81.00%

EQUITY_INVESTMENTS_Details

EQUITY INVESTMENTS (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Equity investments	'	'	'	'
Total earnings from equity investments	$2,523	$1,389	$5,959	$4,971
West Shore Pipe Line Company	'	'	'	'
Equity investments	'	'	'	'
Total earnings from equity investments	1,551	1,569	3,734	4,142
Muskegon Pipeline LLC	'	'	'	'
Equity investments	'	'	'	'
Total earnings from equity investments	470	-377	1,041	254
Transport4, LLC	'	'	'	'
Equity investments	'	'	'	'
Total earnings from equity investments	109	90	362	286
South Portland Terminal LLC	'	'	'	'
Equity investments	'	'	'	'
Total earnings from equity investments	$393	$107	$822	$289

EQUITY_INVESTMENTS_Details_2

EQUITY INVESTMENTS (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
EQUITY INVESTMENTS	'	'	'	'
Representation of investee financial information in the summarized equity method investments (as a percent)	'	'	100.00%	'
INCOME STATEMENT DATA:	'	'	'	'
Revenue	$23,872	$22,218	$65,337	$58,534
Costs and expenses	-14,168	-15,563	-38,813	-34,776
Non-operating expenses	-3,261	-3,145	-8,841	-9,265
Net income	$6,443	$3,510	$17,683	$14,493

INTANGIBLE_ASSETS_Details

INTANGIBLE ASSETS (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Intangible assets	'	'	'	'	'
Intangible assets, net	$457,350,000	'	$457,350,000	'	$225,364,000
Amortization expense	9,300,000	5,200,000	28,000,000	19,000,000	'
Future amortization expense	'	'	'	'	'
Remainder of 2014	18,400,000	'	18,400,000	'	'
2015	56,900,000	'	56,900,000	'	'
2016	51,700,000	'	51,700,000	'	'
2017	50,200,000	'	50,200,000	'	'
2018	49,400,000	'	49,400,000	'	'
Customer relationships	'	'	'	'	'
Intangible assets	'	'	'	'	'
Gross carrying amount	231,620,000	'	231,620,000	'	231,620,000
Accumulated amortization	-53,971,000	'	-53,971,000	'	-44,144,000
Intangible assets, net	177,649,000	'	177,649,000	'	187,476,000
Customer contracts	'	'	'	'	'
Intangible assets	'	'	'	'	'
Gross carrying amount	330,233,000	'	330,233,000	'	70,233,000
Accumulated amortization	-50,532,000	'	-50,532,000	'	-32,345,000
Intangible assets, net	279,701,000	'	279,701,000	'	37,888,000
Customer contracts | Buckeye Texas Partners	'	'	'	'	'
Intangible assets	'	'	'	'	'
Finite-lived Intangible Assets Acquired	$260,000,000	'	'	'	'
Customer contracts | Buckeye Texas Partners | Minimum	'	'	'	'	'
Intangible assets	'	'	'	'	'
Finite-Lived Intangible Asset, Useful Life	'7 years	'	'	'	'
Customer contracts | Buckeye Texas Partners | Maximum	'	'	'	'	'
Intangible assets	'	'	'	'	'
Finite-Lived Intangible Asset, Useful Life	'10 years	'	'	'	'
Buckeye | Minimum	'	'	'	'	'
Intangible assets	'	'	'	'	'
Finite-Lived Intangible Asset, Useful Life	'1 year	'	'	'	'
Buckeye | Maximum	'	'	'	'	'
Intangible assets	'	'	'	'	'
Finite-Lived Intangible Asset, Useful Life	'20 years	'	'	'	'

LONGTERM_DEBT_Details

LONG-TERM DEBT (Details) (USD $)

9 Months Ended

1 Months Ended

1 Months Ended

1 Months Ended

3 Months Ended

1 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Sep. 30, 2014

Oct. 31, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Oct. 31, 2014

Sep. 30, 2014

Sep. 30, 2014

Unsecured Debt

Subsequent event

Prior BPL Credit Facility

Credit Facility

Credit Facility

Credit Facility

5.300% Notes due October 15, 2014

5.300% Notes due October 15, 2014

5.300% Notes due October 15, 2014

4.350% Notes due October 15, 2024

5.600% Notes due October 15, 2044

Unsecured Debt

Buckeye

BES

Subsequent event

Unsecured Debt

Unsecured Debt

Debt instrument

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Long-term notes payable

'

'

'

$600,000,000

'

'

'

'

'

'

'

'

$300,000,000

$300,000,000

Notes payable, interest rate

'

'

'

'

'

'

'

'

'

5.30%

5.30%

5.30%

4.35%

5.60%

Credit facility, additional borrowing capacity

'

'

'

'

'

1,318,000,000

250,000,000

1,500,000,000

500,000,000

'

'

'

'

'

Extension term

'

'

'

'

'

'

'2 years

'

'

'

'

'

'

'

Accrued interest repaid

'

'

'

'

7,300,000

'

'

'

'

'

'

'

'

'

Public offering price as a percentage of principal amount

'

'

'

'

'

'

'

'

'

'

'

'

99.83%

99.88%

Financing costs

6,783,000

4,552,000

'

4,700,000

'

'

'

'

'

'

'

'

'

'

Proceeds from offering, net

'

'

'

594,500,000

'

'

'

'

'

'

'

'

'

'

Settlement received on treasury lock agreement

'

'

'

'

'

'

'

'

'

1,100,000

1,100,000

'

'

'

Period under each successive extension term

'

'

'

'

'

'

'1 year

'

'

'

'

'

'

'

Accordion option to increase commitments under the credit facility

'

'

'

'

'

'

500,000,000

'

'

'

'

'

'

'

Debt issuance costs

'

'

'

'

'

'

'

2,100,000

'

'

'

'

'

'

Unamortized deferred financing costs

'

'

'

'

'

'

'

2,700,000

'

'

'

'

'

'

Amount of the credit facility classified as current liability

182,000,000

'

226,000,000

'

'

'

182,000,000

'

'

'

'

'

'

'

Payments for Derivative Instrument Operating Activities

$51,469,000

$62,009,000

'

'

'

'

'

'

'

$51,500,000

'

'

'

'

DERIVATIVE_INSTRUMENTS_AND_HED2

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) (USD $)

3 Months Ended

9 Months Ended

1 Months Ended

3 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2014

Unsecured Debt

5.300% Notes due October 15, 2014

5.300% Notes due October 15, 2014

4.350% Notes due October 15, 2024

5.600% Notes due October 15, 2044

Interest rate Swap

Interest rate Swap

Interest rate Swap

Interest rate contracts and treasury lock agreements

Unsecured Debt

Unsecured Debt

4.625% Notes due July 15, 2013

item

Derivative Instruments And Hedging Activities

'

'

'

'

'

'

'

'

'

'

'

'

'

Number of forward-starting interest rate swaps

'

'

'

'

'

'

'

'

'

'

'

6

'

Derivative liability, notional amount

'

'

'

'

'

'

'

'

'

'

'

$275,000,000

'

Debt instrument, stated percentage rate

'

'

'

'

'

5.30%

5.30%

4.35%

5.60%

'

'

'

'

Forward-starting interest rate swaps, unrealized gains (losses)

-2,612,000

-80,000

-21,424,000

32,446,000

'

'

'

'

'

-2,600,000

-100,000

'

'

Interest rate swaps, expected net losses reclassified from accumulated other comprehensive loss to earnings over the next twelve months

'

'

'

'

'

'

'

'

'

'

'

'

12,200,000

Payments for Derivative Instrument Operating Activities

'

'

51,469,000

62,009,000

'

51,500,000

'

'

'

'

'

'

'

Amount recognized in interest and debt expense

'

'

'

'

'

1,100,000

1,100,000

'

'

'

'

'

'

Notes Payable, Noncurrent

'

'

'

'

$600,000,000

'

'

$300,000,000

$300,000,000

'

'

'

'

DERIVATIVE_INSTRUMENTS_AND_HED3

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2)	9 Months Ended
	Sep. 30, 2014
	gal
Derivative Instruments And Hedging Activities	'
Volume	2,604,000
Derivatives NOT Designated as Hedging Instruments | Physical Fixed Price Derivative Contracts | Current Derivative Contract	'
Derivative Instruments And Hedging Activities	'
Volume	47,152,000
Derivatives NOT Designated as Hedging Instruments | Physical Index Derivative Contracts | Current Derivative Contract	'
Derivative Instruments And Hedging Activities	'
Volume	56,414,000
Derivatives NOT Designated as Hedging Instruments | Refined petroleum products | Futures Contracts | Current Derivative Contract	'
Derivative Instruments And Hedging Activities	'
Volume	24,071,000
Derivatives NOT Designated as Hedging Instruments | Refined petroleum products | Futures Contracts | Noncurrent Derivative Contract	'
Derivative Instruments And Hedging Activities	'
Volume	2,520,000
Derivatives Designated as Hedging Instruments | Refined petroleum products | Futures Contracts | Current Derivative Contract	'
Derivative Instruments And Hedging Activities	'
Volume	148,260,000

DERIVATIVE_INSTRUMENTS_AND_HED4

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) (USD $)

9 Months Ended

In Thousands, unless otherwise specified

Sep. 30, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Futures Contracts

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Current derivative assets

Non-current derivative assets

Non-current derivative assets

Non-current derivative assets

Non-current derivative assets

Non-current derivative assets

Non-current derivative assets

Non-current derivative assets

Non-current derivative assets

Non-current derivative assets

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Current derivative liabilities

Non-current derivative liabilities

Non-current derivative liabilities

Non-current derivative liabilities

Non-current derivative liabilities

Non-current derivative liabilities

Non-current derivative liabilities

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Refined petroleum products

Refined petroleum products

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Total

Total

Total

Total

Total

Total

Total

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Total

Total

Total

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Refined petroleum products

Refined petroleum products

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Derivative Carrying Value

Total

Total

Total

Total

Total

Total

Total

Total

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivatives Designated as Hedging Instruments

Derivative Carrying Value

Derivative Carrying Value

Total

Total

Derivatives NOT Designated as Hedging Instruments

Derivatives NOT Designated as Hedging Instruments

Futures Contracts

Futures Contracts

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Refined petroleum products

Refined petroleum products

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Refined petroleum products

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Refined petroleum products

Refined petroleum products

Refined petroleum products

Refined petroleum products

Physical Fixed Price Derivative Contracts

Refined petroleum products

Physical Fixed Price Derivative Contracts

Refined petroleum products

Physical Fixed Price Derivative Contracts

Refined petroleum products

Futures Contracts

Futures Contracts

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Interest rate Swap

Refined petroleum products

Refined petroleum products

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Interest rate Swap

Refined petroleum products

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Refined petroleum products

Refined petroleum products

Interest rate Swap

Refined petroleum products

Refined petroleum products

Refined petroleum products

Refined petroleum products

Refined petroleum products

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Futures Contracts

Derivatives, Fair Value

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Net derivative assets (liabilities)

'

'

'

'

'

'

'

'

'

$115,615

$50,867

$16,676

$5,164

$99

$48

$98,840

$45,655

$24,646

$4,412

$16,162

$4,384

$65

$28

$8,419

$93,244

$50,801

$16,676

$5,164

$99

$48

$76,469

$45,589

$22,371

$66

$22,371

$66

$442

$441

$1

$442

$441

$1

$442

$441

$1

'

'

'

'

'

'

'

'

($94,030)

($91,127)

($3,379)

($7,027)

($230)

($330)

($30,045)

($90,421)

($53,725)

($3,061)

($44,672)

($2,865)

($6,247)

($196)

($310)

($30,045)

($8,070)

($92,903)

($59,597)

($3,379)

($7,027)

($230)

($330)

($89,294)

($52,240)

($1,127)

($31,530)

($30,045)

($1,127)

($1,485)

($225)

($225)

($225)

($225)

($225)

($225)

Unrealized gain (loss) on inventory hedges

21,200

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Derivative Asset, Collateral, Obligation to Return Cash, Offset

'

-90,969

-46,455

-514

-780

-34

-20

-90,421

-45,655

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$90,969

$46,455

$514

$780

$34

$20

$90,421

$45,655

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

DERIVATIVE_INSTRUMENTS_AND_HED5

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 4) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Hedge Ineffectiveness	'	'	'	'
Ineffectiveness excluding the time value component on fair value hedging instruments, net gain (loss) in income:	'	'	'	'
Ineffectiveness and the time value component on fair value hedging instruments, net loss in income:	$1,676	$425	($9,048)	($80)
Futures Contracts	'	'	'	'
Derivatives designated as fair value hedging instruments:	'	'	'	'
Unrealized loss on inventory hedges	'	'	-21,200	'
Derivatives NOT Designated as Hedging Instruments | Product sales | Physical Fixed Price Derivative Contracts	'	'	'	'
Gains (losses), derivative instruments	'	'	'	'
Gains (losses) on derivative instruments recognized in income	16,065	-6,851	5,413	-3,475
Derivatives NOT Designated as Hedging Instruments | Product sales | Physical Index Derivative Contracts	'	'	'	'
Gains (losses), derivative instruments	'	'	'	'
Gains (losses) on derivative instruments recognized in income	-37	-13	-110	1,096
Derivatives NOT Designated as Hedging Instruments | Cost of product sales | Physical Fixed Price Derivative Contracts	'	'	'	'
Gains (losses), derivative instruments	'	'	'	'
Gains (losses) on derivative instruments recognized in income	-1,442	4,736	7,179	4,291
Derivatives NOT Designated as Hedging Instruments | Cost of product sales | Physical Index Derivative Contracts	'	'	'	'
Gains (losses), derivative instruments	'	'	'	'
Gains (losses) on derivative instruments recognized in income	207	-113	-506	-657
Derivatives NOT Designated as Hedging Instruments | Cost of product sales | Refined petroleum products | Futures Contracts	'	'	'	'
Gains (losses), derivative instruments	'	'	'	'
Gains (losses) on derivative instruments recognized in income	-997	-1,190	-810	4,607
Derivatives Designated as Hedging Instruments | Cost of product sales | Hedge Ineffectiveness	'	'	'	'
Ineffectiveness excluding the time value component on fair value hedging instruments, net gain (loss) in income:	'	'	'	'
Fair value hedge ineffectiveness (excluding time value)	2,914	2,902	6,524	-725
Time value excluded from hedge assessment	-1,238	-2,477	-15,572	645
Derivatives Designated as Hedging Instruments | Cost of product sales | Refined petroleum products	'	'	'	'
Derivatives designated as fair value hedging instruments:	'	'	'	'
Physical inventory - hedged items	-34,041	2,114	-32,312	-7,326
Derivatives Designated as Hedging Instruments | Cost of product sales | Refined petroleum products | Futures Contracts	'	'	'	'
Derivatives designated as fair value hedging instruments:	'	'	'	'
Unrealized loss on inventory hedges	($35,717)	$1,689	($23,264)	($7,246)

DERIVATIVE_INSTRUMENTS_AND_HED6

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 5) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Losses reclassified from AOCI to income	'	'	'	'
Interest and debt expense	($43,838)	($34,341)	($127,063)	($94,827)
Interest rate contracts	'	'	'	'
Gain (Loss) Recognized in OCI on Derivatives	'	'	'	'
Change in Value Recognized in OCI on Derivatives	-2,612	-80	-21,424	32,446
Accumulated net gain (loss) from derivatives designated as cash flow hedging instruments | Interest rate contracts | Loss Reclassified From AOCI to Income	'	'	'	'
Losses reclassified from AOCI to income	'	'	'	'
Interest and debt expense	($3,159)	($1,778)	($6,716)	($3,099)

FAIR_VALUE_MEASUREMENTS_Detail

FAIR VALUE MEASUREMENTS (Details) (USD $)

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2013

Level 2

Level 2

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Fair Value, Measurements, Recurring

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Level 1

Level 1

Level 1

Level 1

Level 2

Level 2

Level 2

Level 2

Level 2

Level 2

Level 2

Refined petroleum products

Refined petroleum products

Physical Fixed Price Derivative Contracts

Physical Fixed Price Derivative Contracts

Physical Index Derivative Contracts

Physical Index Derivative Contracts

Interest rate contracts

Futures Contracts

Futures Contracts

Fair value measurements

'

'

'

'

'

'

'

'

'

'

'

'

'

Financial assets

$16,600,000

$4,400,000

'

'

$8,420,000

'

'

'

$16,603,000

$4,384,000

$65,000

$28,000

'

Financial liabilities

'

'

'

'

-225,000

-8,070,000

'

'

-2,865,000

-6,247,000

-196,000

-310,000

-30,045,000

Fair value

'

'

8,195,000

-8,070,000

'

'

13,607,000

-32,190,000

'

'

'

'

'

Level 2 fixed-price contracts assets, CVA

'

'

'

'

'

'

'

'

($100,000)

($100,000)

'

'

'

FAIR_VALUE_MEASUREMENTS_Detail1

FAIR VALUE MEASUREMENTS (Details 2) (Level 2, USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Total	'	'
Fair Value And Carrying Value By Balance Sheet Grouping	'	'
Total debt	$3,845,690	$3,318,711
Total | Fixed Rate Debt	'	'
Fair Value And Carrying Value By Balance Sheet Grouping	'	'
Total debt	3,663,690	3,063,711
Total | Variable Rate Debt	'	'
Fair Value And Carrying Value By Balance Sheet Grouping	'	'
Total debt	182,000	255,000
Fair Value	'	'
Fair Value And Carrying Value By Balance Sheet Grouping	'	'
Total debt	4,013,993	3,403,634
Fair Value | Fixed Rate Debt	'	'
Fair Value And Carrying Value By Balance Sheet Grouping	'	'
Total debt	3,831,993	3,148,634
Fair Value | Variable Rate Debt	'	'
Fair Value And Carrying Value By Balance Sheet Grouping	'	'
Total debt	$182,000	$255,000

FAIR_VALUE_MEASUREMENTS_Detail2

FAIR VALUE MEASUREMENTS (Details 3) (USD $)	6 Months Ended	9 Months Ended	3 Months Ended	1 Months Ended	6 Months Ended
In Thousands, unless otherwise specified	Jun. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Jun. 30, 2014
			Natural Gas Storage	Fair Value, Measurements, Non-Recurring	Fair Value, Measurements, Non-Recurring
				Natural Gas Storage	Natural Gas Storage
Fair value measurements	'	'	'	'	'
Non-cash asset impairment charge	$26,300	$20,875	($5,400)	($5,400)	$26,300

PENSIONS_AND_OTHER_POSTRETIREM2

PENSIONS AND OTHER POSTRETIREMENT BENEFITS (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Components of net periodic benefit cost:	'	'	'	'
Defined benefit plan contributions	$700,000	$300,000	$2,100,000	$1,000,000
RIGP	'	'	'	'
Components of net periodic benefit cost:	'	'	'	'
Service cost	54,000	41,000	163,000	163,000
Interest cost	134,000	-11,000	403,000	403,000
Expected return on plan assets	-98,000	-67,000	-294,000	-294,000
Amortization of unrecognized losses	308,000	239,000	924,000	924,000
Actuarial loss due to settlements	193,000	230,000	580,000	683,000
Net periodic benefit cost	591,000	432,000	1,776,000	1,879,000
Retiree Medical Plan	'	'	'	'
Components of net periodic benefit cost:	'	'	'	'
Service cost	108,000	166,000	323,000	323,000
Interest cost	352,000	159,000	1,056,000	1,056,000
Amortization of prior service credit	-406,000	147,000	-1,218,000	-1,218,000
Amortization of unrecognized losses	299,000	265,000	895,000	895,000
Net periodic benefit cost	$353,000	$737,000	$1,056,000	$1,056,000

UNITBASED_COMPENSATION_PLANS_D

UNIT-BASED COMPENSATION PLANS (Details) (USD $)

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

In Millions, except Share data, unless otherwise specified

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

LTIP and Option Plan

LTIP and Option Plan

LTIP and Option Plan

LTIP and Option Plan

LTIP and Option Plan

Long Term Incentive Plan 2009

Long Term Incentive Plan 2009

Long Term Incentive Plan 2009

Long Term Incentive Plan 2009

Long Term Incentive Plan 2009

Long Term Incentive Plan 2009

LTIP

Phantom Stock Units

Phantom Stock Units

Phantom Stock Units

Phantom Stock Units

Phantom Stock Units

Performance Shares

Maximum

Employee

Employee

Employee

Employee

Independent directors

Employee

2012 and 2011 Deferred Awards

2012 and 2011 Deferred Awards

2012 and 2011 Deferred Awards

Share-based Compensation Arrangement by Share-based Payment Award

'

'

'

'

'

'

'

'

'

'

'

'

Compensation expense

$5.20

$4.90

$13.10

$12

'

'

'

'

'

'

'

'

LP Units, available for issuance

'

'

'

'

'

'

'

'

'

'

'

2,924,151

Compensation awards deferred

'

'

'

'

'

'

'

$2.70

$1.40

'

'

'

Awards granted

'

'

'

'

209,100

409,000

75,870

51,668

'

16,000

183,562

'

UNITBASED_COMPENSATION_PLANS_D1

UNIT-BASED COMPENSATION PLANS (Details 2) (Long Term Incentive Plan 2009, USD $)	9 Months Ended
In Millions, except Share data, unless otherwise specified	Sep. 30, 2014
Long Term Incentive Plan 2009	'
Number of LP Units	'
Beginning Balance	813,000
Granted	409,000
Vested	-191,000
Forfeited	-77,000
Ending Balance	954,000
Weighted Average Grant Date Fair Value per LP Unit	'
Beginning Balance	$59.36
Granted	$71.68
Vested	$63.68
Forfeited	$63.87
Ending Balance	$63.35
Additional disclosures	'
Compensation expense expected to be recognized	$26.90
Unrecognized compensation cost, weighted average period of recognition (in years)	'1 year 10 months 24 days

UNITBASED_COMPENSATION_PLANS_D2

UNIT-BASED COMPENSATION PLANS (Details 3) (USD $)	9 Months Ended	3 Months Ended		9 Months Ended
Share data in Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014
		Option Plan	Option Plan	Option Plan
		Limited Partners	Limited Partners	Limited Partners
Change in the options outstanding	'	'	'	'
Beginning Balance	'	'	'	46
Exercised	'	'	'	-15
Forfeited, cancelled or expired	'	'	'	-2
Ending Balance	'	-29	46	-29
Exercisable at September 30, 2014	'	29	'	29
Weighted-Average Strike Price LP Unit	'	'	'	'
Beginning Balance	'	'	'	$47.32
Exercised	'	'	'	$45.88
Ending Balance	'	$48.41	$47.32	$48.41
Exercisable at September 30, 2014	'	$48.41	'	$48.41
Weighted-Average Remaining Contractual Term (in years)	'	'	'	'
Beginning Balance	'	'	'2 years 4 months 24 days	'1 year 10 months 24 days
Ending Balance	'	'	'2 years 4 months 24 days	'1 year 10 months 24 days
Exercisable at September 30, 2014	'	'1 year 10 months 24 days	'	'
Aggregate Intrinsic Value	'	'	'	'
Outstanding at period beginning	'	'	'	$1,080,000
Outstanding at period end	'	893,000	1,080,000	893,000
Exercisable at September 30, 2014	'	893,000	'	893,000
Additional disclosures	'	'	'	'
Total intrinsic value of options exercised	$500,000	'	'	$400,000

PARTNERS_CAPITAL_AND_DISTRIBUT2

PARTNERS' CAPITAL AND DISTRIBUTIONS (Details) (Limited Partners, USD $)	9 Months Ended		1 Months Ended
In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Aug. 31, 2014
	Equity Distribution Agreements	Equity Distribution Agreements	Secondary public offering	Secondary public offering
		Maximum
Partner's capital and distributions	'	'	'	'
Public offering, LP units issued	'	1	6.75	2.6
Proceeds from issuance of units	$74.50	'	'	'
Aggregate compensation expense paid to the agents under the Equity Distribution Agreements	0.8	'	'	'
Amount per share or per unit of equity securities issued by non-development stage entity	'	'	$80	$76.60
Underwriting fees and offering expenses	'	'	19.2	2.4
Aggregate consideration from issuance of units	'	'	$540	$229
Units issued (In shares)	'	'	'	0.4

PARTNERS_CAPITAL_AND_DISTRIBUT3

PARTNERS' CAPITAL AND DISTRIBUTIONS (Details 2)	9 Months Ended			9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014
	Institutional investors	Limited Partner	Limited Partner	Limited Partner	Limited Partner	Limited Partner
				Equity Distribution Agreements	Option Plan	Long Term Incentive Plan 2009
Partner's capital and distributions	'	'	'	'	'	'
Beginning Balance	'	125,999	115,064	'	'	'
LP Units issued	'	'	'	'	15	168
Issuance of units to institutional investors	9,740	'	'	'	'	'
Issuance of LP Units through Equity Distribution Agreements	'	'	'	1,012	'	'
Ending Balance	'	125,999	115,064	'	'	'

PARTNERS_CAPITAL_AND_DISTRIBUT4

PARTNERS' CAPITAL AND DISTRIBUTIONS (Details 3) (USD $)	9 Months Ended				0 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Nov. 07, 2014	Nov. 24, 2014
			Limited Partners	Limited Partners	Limited Partners	Limited Partner
					Subsequent event	Subsequent event
Distributions to unitholders	'	'	'	'	'	'
Actual cash distributions	$384,418	$305,544	$387,000	$308,500	'	$143,400
Distribution declaration date	'	'	'	'	7-Nov-14	'
Cash distributions declared	'	'	'	'	$1.13	'
Distribution date	'	'	'	'	25-Nov-14	'
Distribution record date	'	'	'	'	18-Nov-14	'

EARNINGS_PER_UNIT_Details

EARNINGS PER UNIT (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
EARNINGS PER UNIT	'	'	'	'
Net income attributable to Buckeye Partners, L.P.	$102,943	$77,254	$216,431	$243,025
Basic:	'	'	'	'
Weighted average units outstanding - basic	118,804	106,223	116,747	105,068
Earnings per unit - basic	$0.87	$0.73	$1.85	$2.31
Diluted:	'	'	'	'
Weighted average units outstanding - basic	118,804	106,223	116,747	105,068
Dilutive effect of LP Unit options and LTIP awards granted	625	551	558	448
Weighted average units outstanding - diluted	119,429	106,774	117,305	105,516
Earnings per unit - diluted	$0.86	$0.72	$1.85	$2.30

BUSINESS_SEGMENTS_Details

BUSINESS SEGMENTS (Details) (USD $)	6 Months Ended	9 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended	9 Months Ended	1 Months Ended		9 Months Ended
	Jun. 30, 2014	Sep. 30, 2014	Jul. 31, 2014	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014
		item	Natural Gas Storage	Natural Gas Storage	Hess Terminals Acquisition	Buckeye Texas Partners	Pipelines & Terminals	Pipelines & Terminals	Development & Logistics	Global Marine Terminals	Merchant Services
						item	item	Hess Terminals Acquisition	Indiana and Illinois	item	item
						MMBbls		item	item
Segment information	'	'	'	'	'	'	'	'	'	'	'
Number of business segments	'	4	'	'	'	'	'	'	'	'	'
Number of liquid petroleum products terminals operated	'	'	'	'	'	'	5	'	'	3	'
Number of liquid petroleum products terminals acquired	'	'	'	'	'	'	'	17	'	'	'
Number of liquid petroleum products terminals owned	'	'	'	'	'	'	'	'	'	'	5
Number of underground propane storage caverns	'	'	'	'	'	'	'	'	2	'	'
Proceeds from sale of business	'	'	$105,000,000	'	'	'	'	'	'	'	'
Asset impairment charge	26,300,000	20,875,000	'	-5,400,000	'	'	'	'	'	'	'
Assets acquired and liabilities assumed	'	'	'	'	'	'	'	'	'	'	'
Ownership interest (as a percent)	'	'	'	'	'	80.00%	'	'	'	'	'
Consideration for business acquisition	'	'	'	'	'	821,000,000	'	'	'	'	'
Payments to Acquire Businesses, Net of Cash Acquired	'	824,736,000	'	'	856,400,000	'	'	'	'	'	'
Cash acquired in acquisition	'	'	'	'	'	$15,000,000	'	'	'	'	'
Acquisition cost and other information	'	'	'	'	'	'	'	'	'	'	'
Number of barrels of tankage (in million)	'	'	'	'	'	5.6	'	'	'	'	'
Number of Docks	'	'	'	'	'	3	'	'	'	'	'
Number of vessel berths	'	'	'	'	'	5	'	'	'	'	'
Number of crude oil and condensate gathering facilities	'	'	'	'	'	3	'	'	'	'	'
Number of field gathering facilities	'	'	'	'	'	3	'	'	'	'	'

BUSINESS_SEGMENTS_Details_2

BUSINESS SEGMENTS (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenue:	'	'	'	'
Revenue	$1,573,473	$1,073,851	$5,374,253	$3,398,517
Operating Segments | Pipelines & Terminals	'	'	'	'
Revenue:	'	'	'	'
Revenue	228,466	194,582	665,629	568,872
Operating Segments | Global Marine Terminals	'	'	'	'
Revenue:	'	'	'	'
Revenue	104,522	61,133	284,082	186,416
Operating Segments | Merchant Services	'	'	'	'
Revenue:	'	'	'	'
Revenue	1,246,462	815,095	4,420,205	2,627,718
Operating Segments | Development & Logistics	'	'	'	'
Revenue:	'	'	'	'
Revenue	21,003	16,439	56,637	42,048
Intersegment Eliminations	'	'	'	'
Revenue:	'	'	'	'
Revenue	($26,980)	($13,398)	($52,300)	($26,537)

BUSINESS_SEGMENTS_Details_3

BUSINESS SEGMENTS (Details 3) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment information	'	'	'	'
Total revenue	$1,573,473	$1,073,851	$5,374,253	$3,398,517
Adjusted EBITDA from continuing operations	200,622	156,173	540,034	470,233
United States	'	'	'	'
Segment information	'	'	'	'
Total revenue	1,482,363	1,020,438	5,116,151	3,238,275
International	'	'	'	'
Segment information	'	'	'	'
Total revenue	91,110	53,413	258,102	160,242
Pipelines & Terminals	'	'	'	'
Segment information	'	'	'	'
Adjusted EBITDA from continuing operations	128,171	115,876	370,570	338,896
Global Marine Terminals	'	'	'	'
Segment information	'	'	'	'
Adjusted EBITDA from continuing operations	57,270	35,964	166,532	109,246
Merchant Services	'	'	'	'
Segment information	'	'	'	'
Adjusted EBITDA from continuing operations	10,468	-74	-12,568	10,844
Development & Logistics	'	'	'	'
Segment information	'	'	'	'
Adjusted EBITDA from continuing operations	$4,713	$4,407	$15,500	$11,247

BUSINESS_SEGMENTS_Details_4

BUSINESS SEGMENTS (Details 4) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Reconciliation of Income from continuing operations to Adjusted EBITDA from continuing operations:	'	'	'	'
Income from continuing operations	$107,008	$83,618	$270,486	$264,134
Less: Net income attributable to noncontrolling interests	-785	-997	-2,547	-3,095
Income from continuing operations attributable to Buckeye Partners, L.P	106,223	82,621	267,939	261,039
Add: Interest and debt expense	43,838	34,341	127,063	94,827
Income tax expense	243	195	319	521
Depreciation and amortization	45,406	36,842	131,791	110,092
Non-cash unit-based compensation expense	5,228	4,932	13,149	12,009
Hess acquisition and transition expense	2,451	'	8,076	'
Less: Amortization of unfavorable storage contracts	-2,767	-2,758	-8,303	-8,255
Adjusted EBITDA from continuing operations	$200,622	$156,173	$540,034	$470,233

SUPPLEMENTAL_CASH_FLOW_INFORMA2

SUPPLEMENTAL CASH FLOW INFORMATION (Details) (USD $)	9 Months Ended
In Thousands, except Share data in Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
Cash paid for interest (net of capitalized interest)	$130,323	$105,876
Cash paid for income taxes	620	719
Capitalized interest	5,641	5,255
Non-cash investing activities:	'	'
(Decrease) Increase in accounts payable and accrued and other current liabilities related to capital expenditures	-25,860	7,140
Non-cash financing activities:	'	'
LP Unit conversion ratio	'	1
Class B Units	'	'
Non-cash financing activities:	'	'
Issuance of Class B units in lieu of quarterly cash distribution	'	$25,687
Public offering, LP units issued	0	'

SUBSEQUENT_EVENTS_Details

SUBSEQUENT EVENTS (Details) (USD $)	Sep. 30, 2014	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2014	Sep. 30, 2014	Oct. 31, 2014	Oct. 31, 2014	Oct. 31, 2014	Oct. 31, 2014
In Millions, unless otherwise specified	5.300% Notes due October 15, 2014	Limited Partners	Limited Partners	Limited Partners	Limited Partners	Subsequent event	Subsequent event	Subsequent event	Subsequent event
		Secondary public offering	Secondary public offering	Equity Distribution Agreements	Equity Distribution Agreements	Unsecured Debt	5.300% Notes due October 15, 2014	Limited Partners	Limited Partners
					Maximum			Equity Distribution Agreements	Equity Distribution Agreements
									Maximum
Subsequent events.	'	'	'	'	'	'	'	'	'
Derivative Liability, Notional Amount	'	'	'	'	'	'	$275	'	'
Debt Instrument, Interest Rate, Stated Percentage	5.30%	'	'	'	'	'	5.30%	'	'
Interest Paid	'	'	'	'	'	7.3	'	'	'
Public offering, LP units issued	'	6.75	2.6	'	1	'	'	6.75	1
Proceeds from issuance of units	'	'	'	74.5	'	'	'	81	'
Underwriting fees and offering expenses	'	$19.20	$2.40	'	'	'	'	$2.80	'