Buckeye Partners (BPL) 10-Q 6 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Apr. 29, 2016
Document and Entity Information
Entity Registrant Name	BUCKEYE PARTNERS, L.P.
Entity Central Index Key	805,022
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
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		130,297,314
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue:
Product sales	$ 384,762	$ 740,218
Transportation, storage and other services	395,832	347,882
Total revenue	780,594	1,088,100
Costs and expenses:
Cost of product sales	368,644	717,539
Operating expenses	149,086	142,365
Depreciation and amortization	61,426	53,776
General and administrative	21,231	22,618
Total costs and expenses	600,387	936,298
Operating income	180,207	151,802
Other income (expense):
Earnings from equity investments	3,088	2,134
Interest and debt expense	(47,783)	(41,709)
Other income	80	33
Total other expense, net	(44,615)	(39,542)
Income from continuing operations before taxes	135,592	112,260
Income tax expense	(615)	(239)
Income from continuing operations	134,977	112,021
Loss from discontinued operations	0	(857)
Net income	134,977	111,164
Less: Net (income) loss attributable to noncontrolling interests	(3,864)	447
Net income attributable to Buckeye Partners, L.P.	$ 131,113	$ 111,611
Basic earnings (loss) per unit attributable to Buckeye Partners, L.P.:
Continuing operations (in dollars per share)	$ 1.01	$ 0.89
Discontinued operations (in dollars per share)	0	(0.01)
Total (in dollars per share)	1.01	0.88
Diluted earnings (loss) per unit attributable to Buckeye Partners, L.P.:
Continuing operations (in dollars per share)	1.01	0.88
Discontinued operations (in dollars per share)	0	(0.01)
Total (in dollars per share)	$ 1.01	$ 0.87
Weighted average units outstanding:
Basic (in shares)	129,703	127,175
Diluted (in shares)	130,129	127,607

CONDENSED CONSOLIDATED STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 134,977	$ 111,164
Other comprehensive income:
Reclassification of derivative losses to net income	1,772	3,037
Recognition of costs related to benefit plans to net income	195	261
Total other comprehensive income	1,967	3,298
Comprehensive income	136,944	114,462
Less: Comprehensive (income) loss attributable to noncontrolling interests	(3,864)	447
Comprehensive income attributable to Buckeye Partners, L.P.	$ 133,080	$ 114,909

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 5,681	$ 4,881
Accounts receivable, net	252,518	213,830
Construction and pipeline relocation receivables	12,581	13,491
Inventories	191,656	192,992
Derivative assets	12,765	78,285
Prepaid and other current assets	45,980	48,071
Total current assets	521,181	551,550
Property, plant and equipment	7,173,851	7,076,901
Less: Accumulated depreciation	(916,842)	(874,820)
Property, plant and equipment, net	6,257,009	6,202,081
Equity investments	86,692	84,128
Goodwill	998,659	998,748
Intangible assets, net	474,203	491,372
Other non-current assets	42,440	41,402
Total assets	8,380,184	8,369,281
Current liabilities:
Line of credit	149,600	111,488
Accounts payable	115,447	82,691
Derivative liabilities	16,930	510
Accrued and other current liabilities	246,499	309,620
Total current liabilities	528,476	504,309
Long-term debt	3,701,717	3,732,824
Other non-current liabilities	111,024	115,407
Total liabilities	4,341,217	4,352,540
Commitments and contingencies (Note 3)	0	0
Buckeye Partners, L.P. capital:
Limited Partners (130,296,512 and 129,523,703 units outstanding as of March 31, 2016 and December 31, 2015, respectively)	3,847,854	3,833,230
Accumulated other comprehensive loss	(95,874)	(97,841)
Total Buckeye Partners, L.P. capital	3,751,980	3,735,389
Noncontrolling interests	286,987	281,352
Total partners’ capital	4,038,967	4,016,741
Total liabilities and partners’ capital	$ 8,380,184	$ 8,369,281

CONDENSED CONSOLIDATED BALANCE5

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Limited Partners, units outstanding	130,296,512	129,523,703

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net income	$ 134,977	$ 111,164
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	61,426	53,776
Net changes in fair value of derivatives	80,975	54,387
Amortization of unfavorable storage contracts	(2,768)	(2,768)
Earnings from equity investments	(3,088)	(2,134)
Distributions from equity investments	374	500
Other non-cash items	11,202	12,463
Change in assets and liabilities, net of amounts related to acquisitions:
Accounts receivable	(38,405)	(7,477)
Construction and pipeline relocation receivables	1,027	3,539
Inventories	1,336	87,405
Prepaid and other current assets	(19,235)	(14,752)
Accounts payable	24,723	(12,638)
Accrued and other current liabilities	(41,927)	(41,891)
Other non-current assets	(517)	(1,898)
Other non-current liabilities	(4,054)	(2,053)
Net cash provided by operating activities	206,046	237,623
Cash flows from investing activities:
Capital expenditures	(112,345)	(134,024)
Acquisitions, net of working capital settlement	0	(2,812)
Proceeds from sale and disposition of assets	1,500	17
Escrow deposits	19,850	0
Net cash used in investing activities	(90,995)	(136,819)
Cash flows from financing activities:
Net proceeds from issuance of LP Units	37,590	3,682
Net proceeds from exercise of Unit options	161	136
Payment of tax withholding on issuance of LTIP awards	(4,909)	(6,465)
Debt issuance costs	0	(360)
Borrowings under BPL Credit Facility	343,500	392,000
Repayments under BPL Credit Facility	(375,500)	(292,000)
Net borrowings (repayments) under BMSC Credit Facility	38,112	(70,200)
Contributions from noncontrolling interests	2,200	12,600
Distributions paid to noncontrolling interests	(1,258)	(1,908)
Distributions paid to unitholders	(154,147)	(144,294)
Net cash used in financing activities	(114,251)	(106,809)
Net increase (decrease) in cash and cash equivalents	800	(6,005)
Cash and cash equivalents — Beginning of period	4,881	8,208
Cash and cash equivalents — End of period	$ 5,681	$ 2,203

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands	Total	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests	Limited Partners
Beginning balance at Dec. 31, 2014	$ 3,940,596	$ (115,288)	$ 237,968	$ 3,817,916
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	111,164		(447)	111,611
Adjusted value of noncontrolling interest in acquisition	(1,220)		(1,220)
Distributions paid to unitholders	(144,294)		1,088	(145,382)
Net proceeds from issuance of LP Units	3,682			3,682
Amortization of unit-based compensation awards	5,213			5,213
Net proceeds from exercise of Unit options	136			136
Payment of tax withholding on issuance of LTIP awards	(6,465)			(6,465)
Distributions paid to noncontrolling interests	(1,908)		(1,908)
Contributions from noncontrolling interests	12,600		12,600
Other comprehensive income	3,298	3,298
Noncash accrual for distribution equivalent rights	(794)			(794)
Other	(2)		(402)	400
Ending balance at Mar. 31, 2015	3,922,006	(111,990)	247,679	3,786,317
Beginning balance at Dec. 31, 2015	4,016,741	(97,841)	281,352	3,833,230
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	134,977		3,864	131,113
Distributions paid to unitholders	(154,147)		781	(154,928)
Net proceeds from issuance of LP Units	37,590			37,590
Amortization of unit-based compensation awards	6,342			6,342
Net proceeds from exercise of Unit options	161			161
Payment of tax withholding on issuance of LTIP awards	(4,909)			(4,909)
Distributions paid to noncontrolling interests	(1,258)		(1,258)
Contributions from noncontrolling interests	2,200		2,200
Other comprehensive income	1,967	1,967
Noncash accrual for distribution equivalent rights	(697)			(697)
Other	0		48	(48)
Ending balance at Mar. 31, 2016	$ 4,038,967	$ (95,874)	$ 286,987	$ 3,847,854

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 marine terminals located primarily in the East Coast and Gulf Coast regions of the United States and in the Caribbean. Our network of marine terminals enables us to facilitate global flows of crude oil and refined petroleum products, offering our customers connectivity between supply areas and market centers through some of the world’s most important bulk storage and blending hubs. Our flagship marine terminal in The Bahamas, Buckeye Bahamas Hub Limited (“BBH”), formerly known as Bahamas Oil Refining Company International Limited (“BORCO”), is one of the largest marine crude oil and refined petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products. Our expansion into the Gulf Coast has added another regional hub with world-class marine terminalling, storage and processing capabilities. We are also a wholesale distributor of refined petroleum products in certain areas served by our pipelines and terminals. 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 and the rules of the U.S. Securities and Exchange Commission. 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 (“VIE”) 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, 2015 . Recent Accounting Developments Equity-Based Compensation . In March 2016, the Financial Accounting Standards Board (“FASB”) issued guidance to simplify several aspects of the accounting for employee equity-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows and classification of awards as liabilities or equity. The guidance is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption permitted. Amendments related to the timing of when excess tax benefits are recognized, statutory withholding requirements and forfeitures should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement should be applied prospectively. Amendments related to the presentation of excess tax benefits on the statement of cash flows may be applied using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. Leases . In February 2016, the FASB issued guidance requiring lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. This update also requires enhanced disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. The guidance must be applied using a modified retrospective approach and is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
ACQUISITIONS	2. ACQUISITIONS Business Combinations 2015 Transactions Pennsauken pipeline acquisition In December 2015, we acquired a pipeline and associated tanks and other infrastructure in Pennsauken, New Jersey for $5.3 million . The operations of these assets are reported in our Domestic Pipelines & Terminals segment. The acquisition cost has been allocated on a preliminary basis to assets acquired based on estimated fair values at the acquisition date, with amounts exceeding the fair value recorded as goodwill, which represent expected synergies from combining the acquired assets with our existing operations. Fair values have been developed using recognized business valuation techniques. The estimates of fair value reflected as of March 31, 2016 are subject to change pending final valuation analysis. The purchase price has been allocated to tangible and intangible assets acquired and liabilities assumed as follows (in thousands): Property, plant and equipment $ 5,287 Goodwill 2,372 Environmental liabilities (2,372 ) Allocated purchase price $ 5,287 Unaudited Pro forma Financial Results for the Pennsauken pipeline acquisition Our consolidated statements of operations do not include earnings from the pipeline and associated tanks and other infrastructure prior to December 10, 2015, the effective acquisition date of these assets. The preparation of unaudited pro forma financial information for the pipeline and associated tanks and other infrastructure is impracticable due to the fact that meaningful historical revenue information is not available. The revenues and earnings impact of this acquisition was not significant to our financial results for the three months ended March 31, 2016 . Springfield pipeline and terminal acquisitions In March and May 2015, we acquired a terminal and pipeline, respectively, in Springfield, Massachusetts from ExxonMobil Oil Corporation (“ExxonMobil”) for an aggregate $7.7 million . The operations of these assets are reported in our Domestic Pipelines & Terminals segment. The acquisition cost has been allocated 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 acquired assets with our existing operations and the economic value attributable to optimizing, modernizing and commercializing the asset from this acquisition. Fair values have been developed using recognized business valuation techniques. The purchase price has been allocated to tangible and intangible assets acquired and liabilities assumed as follows (in thousands): Property, plant and equipment $ 4,040 Goodwill 8,165 Asset retirement obligation (4,200 ) Environmental liabilities (293 ) Allocated purchase price $ 7,712 Unaudited Pro forma Financial Results for the Springfield pipeline and terminal acquisition Our consolidated statements of operations do not include earnings from the terminal acquired from ExxonMobil prior to March 31, 2015, nor earnings from the pipeline acquired from ExxonMobil prior to May 5, 2015, which were the respective acquisition dates of the assets. The preparation of unaudited pro forma financial information for the terminal and pipeline acquired from ExxonMobil is impracticable due to the fact that ExxonMobil historically operated the assets as part of its integrated distribution network and, therefore, meaningful historical revenue information is not available. The revenues and earnings impact of this acquisition was not significant to our financial results for the three months ended March 31, 2016 or 2015 .

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	3. 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. Buckeye Texas Partners Contractor Dispute . Buckeye Texas Processing LLC, a wholly owned subsidiary of Buckeye Texas Partners LLC (“Buckeye Texas”), is party to a contract with Ventech Engineers USA, LLC (“Ventech”). The contract required Ventech to design, supply, fabricate, and install two condensate splitters in Corpus Christi, Texas (the “Splitter Project”). Ventech’s primary subcontractor on the Splitter Project was Bay, Ltd. (“Bay”). Certain disputes arose on the Splitter Project relating to payment, delays, cost overruns, defective work, and other issues. On October 14, 2015, Bay filed a lawsuit in Harris County District Court against us and Ventech, claiming breach of contract, fraud, and other causes of action primarily premised on alleged non-payment of amounts due on the Splitter Project. Bay and Ventech currently claim that the amounts owed to them with respect to the Splitter Project are approximately $40.0 million in the aggregate. We disagree with the assertions that we owe Bay and Ventech any additional amounts and, in addition, have reserved our rights to dispute a portion of the amounts already paid for the Splitter Project. Environmental Contingencies We recorded operating expenses, net of insurance recoveries, of $1.6 million and $1.4 million during the three months ended March 31, 2016 and 2015 , respectively, related to environmental remediation liabilities unrelated to claims and legal proceedings. As of March 31, 2016 and December 31, 2015 , we recorded environmental remediation liabilities of $47.8 million and $48.0 million , respectively. 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. At March 31, 2016 and December 31, 2015 , we had $10.7 million and $10.9 million , respectively, of receivables related to these environmental remediation liabilities covered by insurance or third-party claims.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2016
Inventory Disclosure [Abstract]
INVENTORIES	4. INVENTORIES Our inventory amounts were as follows at the dates indicated (in thousands): March 31, December 31, Liquid petroleum products (1) $ 172,193 $ 174,232 Materials and supplies 19,463 18,760 Total inventories $ 191,656 $ 192,992 (1) Ending inventory was 140.4 million and 153.3 million gallons of liquid petroleum products as of March 31, 2016 and December 31, 2015 , respectively. At both March 31, 2016 and December 31, 2015 , approximately 89% of our liquid petroleum products inventory volumes were designated in a fair value hedge relationship. 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 weighted average cost method or net realizable value.

EQUITY INVESTMENTS

EQUITY INVESTMENTS	3 Months Ended
	Mar. 31, 2016
Equity Method Investments and Joint Ventures [Abstract]
EQUITY INVESTMENTS	5. EQUITY INVESTMENTS The following table presents earnings from equity investments for the periods indicated (in thousands): Three Months Ended 2016 2015 West Shore Pipe Line Company $ 2,331 $ 1,778 Muskegon Pipeline LLC 377 87 Transport4, LLC 147 (32 ) South Portland Terminal LLC 233 301 Total earnings from equity investments $ 3,088 $ 2,134 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 2016 2015 Revenue $ 22,211 $ 21,472 Costs and expenses (9,678 ) (9,738 ) Non-operating expenses (4,194 ) (4,296 ) Net income $ 8,339 $ 7,438

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	3 Months Ended
	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to financial market risks, including changes in commodity prices, in the course of our normal business operations. We use derivative instruments to manage risks. 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 which we designated as fair value hedges with changes in fair value of both the futures contracts and physical inventory reflected in earnings. Physical forward 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 March 31, 2016 (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 191 1,721 Mark-to-market Physical index derivative contracts 58,199 — Mark-to-market Futures contracts for refined petroleum products 2,342 2,730 Mark-to-market Derivatives designated as hedging instruments: Futures contracts for refined petroleum products 124,278 — 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): March 31, 2016 Derivatives NOT Designated as Hedging Instruments Derivatives Designated as Hedging Instruments Derivative Carrying Value Netting Balance Sheet Adjustment (1) Net Total Physical fixed price derivative contracts $ 10,461 $ 1,696 $ 12,157 $ 545 $ 12,702 Physical index derivative contracts 126 — 126 (63 ) 63 Futures contracts for refined products 14,783 605 15,388 (15,388 ) — Total current derivative assets 25,370 2,301 27,671 (14,906 ) 12,765 Physical fixed price derivative contracts 462 — 462 (35 ) 427 Futures contracts for refined products 40 — 40 (40 ) — Total non-current derivative assets 502 — 502 (75 ) 427 Physical fixed price derivative contracts (979 ) (2,671 ) (3,650 ) (545 ) (4,195 ) Physical index derivative contracts (132 ) — (132 ) 63 (69 ) Futures contracts for refined products (24,512 ) (3,542 ) (28,054 ) 15,388 (12,666 ) Total current derivative liabilities (25,623 ) (6,213 ) (31,836 ) 14,906 (16,930 ) Physical fixed price derivative contracts (72 ) — (72 ) 35 (37 ) Futures contracts for refined products (377 ) — (377 ) 40 (337 ) Total non-current derivative liabilities (449 ) — (449 ) 75 (374 ) Net derivative liabilities $ (200 ) $ (3,912 ) $ (4,112 ) $ — $ (4,112 ) (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, 2015 Derivatives NOT Designated as Hedging Instruments Derivatives Designated as Hedging Instruments Derivative Carrying Value Netting Balance Sheet Adjustment (1) Net Total Physical fixed price derivative contracts $ 26,698 $ — $ 26,698 $ (79 ) $ 26,619 Physical index derivative contracts 87 — 87 (62 ) 25 Futures contracts for refined products 136,131 36,834 172,965 (121,324 ) 51,641 Total current derivative assets 162,916 36,834 199,750 (121,465 ) 78,285 Physical fixed price derivative contracts 1,057 — 1,057 — 1,057 Total non-current derivative assets 1,057 — 1,057 — 1,057 Physical fixed price derivative contracts (535 ) — (535 ) 79 (456 ) Physical index derivative contracts (116 ) — (116 ) 62 (54 ) Futures contracts for refined products (119,506 ) (1,818 ) (121,324 ) 121,324 — Total current derivative liabilities (120,157 ) (1,818 ) (121,975 ) 121,465 (510 ) Futures contracts for refined products (703 ) — (703 ) — (703 ) Total non-current derivative liabilities (703 ) — (703 ) — (703 ) Net derivative assets $ 43,113 $ 35,016 $ 78,129 $ — $ 78,129 (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 futures contracts designated as fair value hedges related to our inventory portfolio extend to the third quarter of 2016. The majority of the unrealized loss at March 31, 2016 for fair value hedges of inventory represented by future contracts of $2.9 million will be realized by the second quarter of 2016 . At March 31, 2016 , open refined petroleum product derivative contracts (represented by the physical fixed-price contracts, physical index contracts, and futures contracts for refined products contracts noted above) varied in duration in the overall portfolio, but did not extend beyond November 2018 . In addition, at March 31, 2016 , 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 Location 2016 2015 Derivatives NOT designated as hedging instruments: Physical fixed price derivative contracts Product sales $ (2,255 ) $ 7,055 Physical index derivative contracts Product sales (27 ) (5 ) Physical fixed price derivative contracts Cost of product sales 5,115 2,639 Physical index derivative contracts Cost of product sales 214 (156 ) Futures contracts for refined products Cost of product sales (1,482 ) 8,705 Derivatives designated as fair value hedging instruments: Futures contracts for refined products Cost of product sales $ 1,613 $ (17,847 ) Physical inventory - hedged items Cost of product sales 8,326 9,424 Ineffectiveness excluding the time value component on fair value hedging instruments: Fair value hedge ineffectiveness (excluding time value) Cost of product sales $ 647 $ 1,066 Time value excluded from hedge assessment Cost of product sales 9,292 (9,489 ) Net gain (loss) in income $ 9,939 $ (8,423 ) The gains and losses reclassified from accumulated other comprehensive income (“AOCI”) to income attributable to our derivative instruments designated as cash flow hedges were as follows for the periods indicated (in thousands): (Loss) Gain Reclassified from AOCI to Income (Effective Portion) for the Three Months Ended Location 2016 2015 Derivatives designated as cash flow hedging instruments: Interest rate contracts Interest and debt expense $ (3,038 ) $ (3,037 ) Commodity derivatives Product Sales 1,266 — Total $ (1,772 ) $ (3,037 ) Over the next twelve months, we expect to reclassify $12.2 million of net losses attributable to interest rate derivative instruments from AOCI to earnings as an increase to interest and debt expense. For additional information on the net losses attributable to interest rate derivative instruments, see our Annual Report on Form 10-K for the year ended December 31, 2015.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	7. 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): March 31, 2016 December 31, 2015 Level 1 Level 2 Level 1 Level 2 Financial assets: Physical fixed price derivative contracts $ — $ 13,129 $ — $ 27,676 Physical index derivative contracts — 63 — 25 Futures contracts for refined products — — 51,641 — Financial liabilities: Physical fixed price derivative contracts — (4,232 ) — (456 ) Physical index derivative contracts — (69 ) — (54 ) Futures contracts for refined products (13,003 ) — (703 ) — Fair value $ (13,003 ) $ 8,891 $ 50,938 $ 27,191 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 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 $27.7 million as of December 31, 2015 are net of CVAs of ($0.2) million . As of March 31, 2016 , 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): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Fixed-rate debt $ 3,372,717 $ 3,223,840 $ 3,371,824 $ 3,057,945 Variable-rate debt 478,600 478,600 472,488 472,488 Total debt $ 3,851,317 $ 3,702,440 $ 3,844,312 $ 3,530,433 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 three months ended March 31, 2016 and 2015 , 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. For the three months ended March 31, 2016 and 2015 , there were no fair value adjustments related to such assets or liabilities reflected in our unaudited condensed consolidated financial statements.

PENSIONS AND OTHER POSTRETIREME

PENSIONS AND OTHER POSTRETIREMENT BENEFITS	3 Months Ended
	Mar. 31, 2016
Compensation and Retirement Disclosure [Abstract]
PENSIONS AND OTHER POSTRETIREMENT BENEFITS	8. 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 RIGP and Retiree Medical Plan are closed and have limited participation. The components of the net periodic benefit cost for the RIGP and Retiree Medical Plan were as follows for the three months ended March 31, 2016 and 2015 (in thousands): RIGP Retiree Medical Plan Three Months Ended Three Months Ended 2016 2015 2016 2015 Service cost $ (9 ) $ 3 $ 91 $ 91 Interest cost 127 138 333 333 Expected return on plan assets (71 ) (84 ) — — Amortization of unrecognized losses 145 211 50 50 Net periodic benefit cost $ 192 $ 268 $ 474 $ 474 During the three months ended March 31, 2016 and 2015 , we contributed $0.8 million and $0.2 million , respectively, in aggregate to the RIGP and Retiree Medical Plans.

UNIT-BASED COMPENSATION PLANS

UNIT-BASED COMPENSATION PLANS	3 Months Ended
	Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
UNIT-BASED COMPENSATION PLANS	9. 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 and the Option Plan, of $6.3 million and $5.2 million for the three months ended March 31, 2016 and 2015 , respectively. LTIP As of March 31, 2016 , there were 2,034,819 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 February 4, 2015 (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, 2015 and 2014 , actual compensation awards deferred under the Deferral Plan were $3.1 million and $1.7 million , for which 139,526 and 54,592 phantom units (including matching units) were granted during the three months ended March 31, 2016 and the year ended 2015 , respectively. These grants are included as granted in the LTIP activity table below. Awards under the LTIP During the three months ended March 31, 2016 , the Compensation Committee of the Board granted 339,579 phantom units to employees (including the 139,526 phantom units granted pursuant to the Deferral Plan, as discussed above), 20,000 phantom units to independent directors of Buckeye GP and 271,903 performance units to employees. The following table sets forth the LTIP activity for the periods indicated (in thousands, except per unit amounts): Number of LP Units Weighted Average Grant Date Fair Value per LP Unit Unvested at January 1, 2016 1,011 $ 68.20 Granted 631 53.32 Vested (254 ) 54.77 Forfeited (4 ) 68.77 Unvested at March 31, 2016 1,384 $ 63.95 At March 31, 2016 , $55.0 million of compensation expense related to the LTIP is expected to be recognized over a weighted average period of 2.2 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): Number of LP Units Weighted Average Strike Price per LP Unit Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at January 1, 2016 17 $ 48.71 0.9 $ 300 Exercised (4 ) 44.73 Forfeited, cancelled or expired (1 ) 44.73 Outstanding at March 31, 2016 12 50.36 0.9 $ 216 Exercisable at March 31, 2016 12 $ 50.36 0.9 $ 216 (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 March 2016 and the exercise price, multiplied by the number of exercisable, in-the-money options. The total intrinsic value of options exercised during each of the three months ended March 31, 2016 and 2015 was $0.1 million .

PARTNERS' CAPITAL AND DISTRIBUT

PARTNERS' CAPITAL AND DISTRIBUTIONS	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
PARTNERS' CAPITAL AND DISTRIBUTIONS	10. PARTNERS' CAPITAL AND DISTRIBUTIONS In March 2016, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with J.P. Morgan Securities LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Jefferies LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc. Under the terms of the Equity Distribution Agreement, we may offer and sell up to $500.0 million in aggregate gross sales proceeds of LP Units from time to time through such firms, acting as agents of the Partnership or as principals, subject in each case to the terms and conditions set forth in the Equity Distribution Agreement. This agreement replaced our prior four separate equity distribution agreements with each of Wells Fargo Securities, LLC, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and UBS Securities LLC, which we entered into in May 2013 and, under the terms of which, we could sell up to $300.0 million in aggregate gross sales proceeds of LP Units from time to time through such firms. During the three months ended March 31, 2016 , we sold approximately 0.6 million LP Units under the Equity Distribution Agreement, received $37.6 million in net proceeds after deducting commissions and other related expenses, and paid $0.4 million of compensation in aggregate to the agents under the Equity Distribution Agreement. Summary of Changes in Outstanding Units The following is a summary of changes in Buckeye's outstanding units for the periods indicated (in thousands): Limited Partners Units outstanding at January 1, 2016 129,524 LP Units issued pursuant to the Option Plan (1) 4 LP Units issued pursuant to the LTIP (1) 203 Issuance of units through Equity Distribution Agreements 566 Units outstanding at March 31, 2016 130,297 (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 $154.9 million ( $1.1875 per LP Unit) and $145.4 million ( $1.1375 per LP Unit) during the three months ended March 31, 2016 and 2015 , respectively. On May 6, 2016 , we announced a quarterly distribution of $1.200 per LP Unit that will be paid on May 23, 2016 to unitholders of record on May 16, 2016 . Based on the LP Units outstanding as of March 31, 2016 , estimated cash distributed to unitholders on May 23, 2016 will total $157.2 million .

EARNINGS PER UNIT

EARNINGS PER UNIT	3 Months Ended
	Mar. 31, 2016
Earnings Per Share [Abstract]
EARNINGS PER UNIT	11. 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 2016 2015 Net income attributable to Buckeye Partners, L.P. $ 131,113 $ 111,611 Basic: Weighted average units outstanding - basic 129,703 127,175 Earnings per unit - basic $ 1.01 $ 0.88 Diluted: Weighted average units outstanding - basic 129,703 127,175 Dilutive effect of LP Unit options and LTIP awards granted 426 432 Weighted average units outstanding - diluted 130,129 127,607 Earnings per unit - diluted $ 1.01 $ 0.87

BUSINESS SEGMENTS

BUSINESS SEGMENTS	3 Months Ended
	Mar. 31, 2016
Segment Reporting [Abstract]
BUSINESS SEGMENTS	12. BUSINESS SEGMENTS We operate and report in three business segments: (i) Domestic Pipelines & Terminals; (ii) Global Marine Terminals; and (iii) Merchant Services. 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. Domestic Pipelines & Terminals The Domestic Pipelines & Terminals segment receives liquid petroleum products from refineries, connecting pipelines, vessels, and bulk and marine terminals, transports those products to other locations for a fee, and provides bulk storage and terminal throughput services. The segment also has butane blending capabilities and provides crude oil services, including train loading/unloading, storage and throughput. 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 Domestic Pipelines & Terminals segment, and two underground propane storage caverns. Additionally, this segment provides turn-key operations and maintenance of third-party pipelines and performs pipeline construction management services typically for cost plus a fixed fee. Global Marine Terminals The Global Marine Terminals segment provides marine accessible bulk storage and blending services, rail and truck rack loading/unloading along with petroleum processing services in the East Coast and Gulf Coast regions of the United States and in the Caribbean. The segment has seven liquid petroleum product terminals located in The Bahamas, Puerto Rico and St. Lucia in the Caribbean and the New York Harbor and Corpus Christi, Texas in the United States. 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 Domestic Pipelines & Terminals segment. The segment’s customers consist principally of product wholesalers as well as major commercial users of these refined petroleum products. The following table summarizes revenue by each segment for the periods indicated (in thousands): Three Months Ended 2016 2015 Revenue: Domestic Pipelines & Terminals $ 237,953 $ 243,571 Global Marine Terminals 170,064 120,984 Merchant Services 389,737 740,160 Intersegment (17,160 ) (16,615 ) Total revenue $ 780,594 $ 1,088,100 For the three months ended March 31, 2016 and 2015 , 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 2016 2015 Revenue: United States $ 696,889 $ 1,005,061 International 83,705 83,039 Total revenue $ 780,594 $ 1,088,100 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 from continuing operations 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 2016 2015 Adjusted EBITDA from continuing operations: Domestic Pipelines & Terminals $ 128,481 $ 130,050 Global Marine Terminals 106,623 74,418 Merchant Services 9,522 8,442 Adjusted EBITDA from continuing operations $ 244,626 $ 212,910 Reconciliation of Income from continuing operations to Adjusted EBITDA from continuing operations: Income from continuing operations $ 134,977 $ 112,021 Less: Net (income) loss attributable to noncontrolling interests (3,864 ) 447 Income from continuing operations attributable to Buckeye Partners, L.P. 131,113 112,468 Add: Interest and debt expense 47,783 41,709 Income tax expense 615 239 Depreciation and amortization (1) 61,426 53,776 Non-cash unit-based compensation expense 6,335 5,086 Acquisition and transition expense (2) 122 2,400 Less: Amortization of unfavorable storage contracts (3) (2,768 ) (2,768 ) Adjusted EBITDA from continuing operations $ 244,626 $ 212,910 (1) Includes 100% of the depreciation and amortization expense of $16.8 million and $11.7 million for Buckeye Texas for the three months ended March 31, 2016 and 2015 , respectively. (2) Acquisition and transition expense consists of transaction costs, costs for transitional employees, and other employee and third-party costs related to the integration of the acquired assets that are non-recurring in nature. (3) Represents amortization of negative fair values allocated to certain unfavorable storage contracts acquired in connection with the BBH acquisition.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	3 Months Ended
	Mar. 31, 2016
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	13. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands): Three Months Ended 2016 2015 Cash paid for interest (net of capitalized interest) $ 53,234 $ 46,316 Cash paid for income taxes 1 232 Capitalized interest 1,011 5,924 We recorded liabilities related to capital expenditures of $76.8 million and $64.8 million at March 31, 2016 and 2015 , respectively. Such amounts are not included under “Capital expenditures” within the unaudited condensed consolidated statements of cash flows.

ORGANIZATION AND BASIS OF PRE21

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 marine terminals located primarily in the East Coast and Gulf Coast regions of the United States and in the Caribbean. Our network of marine terminals enables us to facilitate global flows of crude oil and refined petroleum products, offering our customers connectivity between supply areas and market centers through some of the world’s most important bulk storage and blending hubs. Our flagship marine terminal in The Bahamas, Buckeye Bahamas Hub Limited (“BBH”), formerly known as Bahamas Oil Refining Company International Limited (“BORCO”), is one of the largest marine crude oil and refined petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products. Our expansion into the Gulf Coast has added another regional hub with world-class marine terminalling, storage and processing capabilities. We are also a wholesale distributor of refined petroleum products in certain areas served by our pipelines and terminals.
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 and the rules of the U.S. Securities and Exchange Commission. 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 (“VIE”) 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, 2015 .
Recent Accounting Developments	Recent Accounting Developments Equity-Based Compensation . In March 2016, the Financial Accounting Standards Board (“FASB”) issued guidance to simplify several aspects of the accounting for employee equity-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows and classification of awards as liabilities or equity. The guidance is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption permitted. Amendments related to the timing of when excess tax benefits are recognized, statutory withholding requirements and forfeitures should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement should be applied prospectively. Amendments related to the presentation of excess tax benefits on the statement of cash flows may be applied using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. Leases . In February 2016, the FASB issued guidance requiring lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. This update also requires enhanced disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. The guidance must be applied using a modified retrospective approach and is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2016
Pennsauken Pipeline
Business Acquisition [Line Items]
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): Property, plant and equipment $ 5,287 Goodwill 2,372 Environmental liabilities (2,372 ) Allocated purchase price $ 5,287
ExxonMobil Pipeline
Business Acquisition [Line Items]
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): Property, plant and equipment $ 4,040 Goodwill 8,165 Asset retirement obligation (4,200 ) Environmental liabilities (293 ) Allocated purchase price $ 7,712

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2016
Inventory Disclosure [Abstract]
Schedule of inventory	Our inventory amounts were as follows at the dates indicated (in thousands): March 31, December 31, Liquid petroleum products (1) $ 172,193 $ 174,232 Materials and supplies 19,463 18,760 Total inventories $ 191,656 $ 192,992 (1) Ending inventory was 140.4 million and 153.3 million gallons of liquid petroleum products as of March 31, 2016 and December 31, 2015 , respectively.

EQUITY INVESTMENTS (Tables)

EQUITY INVESTMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
Equity Method Investments and Joint Ventures [Abstract]
Earnings from equity investments	The following table presents earnings from equity investments for the periods indicated (in thousands): Three Months Ended 2016 2015 West Shore Pipe Line Company $ 2,331 $ 1,778 Muskegon Pipeline LLC 377 87 Transport4, LLC 147 (32 ) South Portland Terminal LLC 233 301 Total earnings from equity investments $ 3,088 $ 2,134
Summary of combined income statement data 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 2016 2015 Revenue $ 22,211 $ 21,472 Costs and expenses (9,678 ) (9,738 ) Non-operating expenses (4,194 ) (4,296 ) Net income $ 8,339 $ 7,438

DERIVATIVE INSTRUMENTS AND HE25

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	3 Months Ended
	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Summary of commodity derivative instruments outstanding	The following table summarizes our commodity derivative instruments outstanding at March 31, 2016 (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 191 1,721 Mark-to-market Physical index derivative contracts 58,199 — Mark-to-market Futures contracts for refined petroleum products 2,342 2,730 Mark-to-market Derivatives designated as hedging instruments: Futures contracts for refined petroleum products 124,278 — Fair Value Hedge (1) Volume represents absolute value of net notional volume position.
Fair value of each classification of derivative instrument and their location in the unaudited consolidated balance sheet	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): March 31, 2016 Derivatives NOT Designated as Hedging Instruments Derivatives Designated as Hedging Instruments Derivative Carrying Value Netting Balance Sheet Adjustment (1) Net Total Physical fixed price derivative contracts $ 10,461 $ 1,696 $ 12,157 $ 545 $ 12,702 Physical index derivative contracts 126 — 126 (63 ) 63 Futures contracts for refined products 14,783 605 15,388 (15,388 ) — Total current derivative assets 25,370 2,301 27,671 (14,906 ) 12,765 Physical fixed price derivative contracts 462 — 462 (35 ) 427 Futures contracts for refined products 40 — 40 (40 ) — Total non-current derivative assets 502 — 502 (75 ) 427 Physical fixed price derivative contracts (979 ) (2,671 ) (3,650 ) (545 ) (4,195 ) Physical index derivative contracts (132 ) — (132 ) 63 (69 ) Futures contracts for refined products (24,512 ) (3,542 ) (28,054 ) 15,388 (12,666 ) Total current derivative liabilities (25,623 ) (6,213 ) (31,836 ) 14,906 (16,930 ) Physical fixed price derivative contracts (72 ) — (72 ) 35 (37 ) Futures contracts for refined products (377 ) — (377 ) 40 (337 ) Total non-current derivative liabilities (449 ) — (449 ) 75 (374 ) Net derivative liabilities $ (200 ) $ (3,912 ) $ (4,112 ) $ — $ (4,112 ) (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, 2015 Derivatives NOT Designated as Hedging Instruments Derivatives Designated as Hedging Instruments Derivative Carrying Value Netting Balance Sheet Adjustment (1) Net Total Physical fixed price derivative contracts $ 26,698 $ — $ 26,698 $ (79 ) $ 26,619 Physical index derivative contracts 87 — 87 (62 ) 25 Futures contracts for refined products 136,131 36,834 172,965 (121,324 ) 51,641 Total current derivative assets 162,916 36,834 199,750 (121,465 ) 78,285 Physical fixed price derivative contracts 1,057 — 1,057 — 1,057 Total non-current derivative assets 1,057 — 1,057 — 1,057 Physical fixed price derivative contracts (535 ) — (535 ) 79 (456 ) Physical index derivative contracts (116 ) — (116 ) 62 (54 ) Futures contracts for refined products (119,506 ) (1,818 ) (121,324 ) 121,324 — Total current derivative liabilities (120,157 ) (1,818 ) (121,975 ) 121,465 (510 ) Futures contracts for refined products (703 ) — (703 ) — (703 ) Total non-current derivative liabilities (703 ) — (703 ) — (703 ) Net derivative assets $ 43,113 $ 35,016 $ 78,129 $ — $ 78,129 (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 Location 2016 2015 Derivatives NOT designated as hedging instruments: Physical fixed price derivative contracts Product sales $ (2,255 ) $ 7,055 Physical index derivative contracts Product sales (27 ) (5 ) Physical fixed price derivative contracts Cost of product sales 5,115 2,639 Physical index derivative contracts Cost of product sales 214 (156 ) Futures contracts for refined products Cost of product sales (1,482 ) 8,705 Derivatives designated as fair value hedging instruments: Futures contracts for refined products Cost of product sales $ 1,613 $ (17,847 ) Physical inventory - hedged items Cost of product sales 8,326 9,424 Ineffectiveness excluding the time value component on fair value hedging instruments: Fair value hedge ineffectiveness (excluding time value) Cost of product sales $ 647 $ 1,066 Time value excluded from hedge assessment Cost of product sales 9,292 (9,489 ) Net gain (loss) in income $ 9,939 $ (8,423 )
Losses reclassified from AOCI to income (effective portion)	The gains and losses reclassified from accumulated other comprehensive income (“AOCI”) to income attributable to our derivative instruments designated as cash flow hedges were as follows for the periods indicated (in thousands): (Loss) Gain Reclassified from AOCI to Income (Effective Portion) for the Three Months Ended Location 2016 2015 Derivatives designated as cash flow hedging instruments: Interest rate contracts Interest and debt expense $ (3,038 ) $ (3,037 ) Commodity derivatives Product Sales 1,266 — Total $ (1,772 ) $ (3,037 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
Financial assets and liabilities measured at fair value on a 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): March 31, 2016 December 31, 2015 Level 1 Level 2 Level 1 Level 2 Financial assets: Physical fixed price derivative contracts $ — $ 13,129 $ — $ 27,676 Physical index derivative contracts — 63 — 25 Futures contracts for refined products — — 51,641 — Financial liabilities: Physical fixed price derivative contracts — (4,232 ) — (456 ) Physical index derivative contracts — (69 ) — (54 ) Futures contracts for refined products (13,003 ) — (703 ) — Fair value $ (13,003 ) $ 8,891 $ 50,938 $ 27,191
Carrying value and fair value using level 2 inputs 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): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Fixed-rate debt $ 3,372,717 $ 3,223,840 $ 3,371,824 $ 3,057,945 Variable-rate debt 478,600 478,600 472,488 472,488 Total debt $ 3,851,317 $ 3,702,440 $ 3,844,312 $ 3,530,433

PENSIONS AND OTHER POSTRETIRE27

PENSIONS AND OTHER POSTRETIREMENT BENEFITS (Tables)	3 Months Ended
	Mar. 31, 2016
Compensation and Retirement Disclosure [Abstract]
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 March 31, 2016 and 2015 (in thousands): RIGP Retiree Medical Plan Three Months Ended Three Months Ended 2016 2015 2016 2015 Service cost $ (9 ) $ 3 $ 91 $ 91 Interest cost 127 138 333 333 Expected return on plan assets (71 ) (84 ) — — Amortization of unrecognized losses 145 211 50 50 Net periodic benefit cost $ 192 $ 268 $ 474 $ 474

UNIT-BASED COMPENSATION PLANS (

UNIT-BASED COMPENSATION PLANS (Tables)	3 Months Ended
	Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Awards activity under the LTIP	The following table sets forth the LTIP activity for the periods indicated (in thousands, except per unit amounts): Number of LP Units Weighted Average Grant Date Fair Value per LP Unit Unvested at January 1, 2016 1,011 $ 68.20 Granted 631 53.32 Vested (254 ) 54.77 Forfeited (4 ) 68.77 Unvested at March 31, 2016 1,384 $ 63.95
Summary of changes in options outstanding	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): Number of LP Units Weighted Average Strike Price per LP Unit Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at January 1, 2016 17 $ 48.71 0.9 $ 300 Exercised (4 ) 44.73 Forfeited, cancelled or expired (1 ) 44.73 Outstanding at March 31, 2016 12 50.36 0.9 $ 216 Exercisable at March 31, 2016 12 $ 50.36 0.9 $ 216 (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 March 2016 and the exercise price, multiplied by the number of exercisable, in-the-money options.

PARTNERS' CAPITAL AND DISTRIB29

PARTNERS' CAPITAL AND DISTRIBUTIONS (Tables)	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
Summary of changes in LP units outstanding	The following is a summary of changes in Buckeye's outstanding units for the periods indicated (in thousands): Limited Partners Units outstanding at January 1, 2016 129,524 LP Units issued pursuant to the Option Plan (1) 4 LP Units issued pursuant to the LTIP (1) 203 Issuance of units through Equity Distribution Agreements 566 Units outstanding at March 31, 2016 130,297 (1) The number of units issued represents issuance net of tax withholding.

EARNINGS PER UNIT (Tables)

EARNINGS PER UNIT (Tables)	3 Months Ended
	Mar. 31, 2016
Earnings Per Share [Abstract]
Reconciliation of weighted average units outstanding used in computing basic and diluted 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 2016 2015 Net income attributable to Buckeye Partners, L.P. $ 131,113 $ 111,611 Basic: Weighted average units outstanding - basic 129,703 127,175 Earnings per unit - basic $ 1.01 $ 0.88 Diluted: Weighted average units outstanding - basic 129,703 127,175 Dilutive effect of LP Unit options and LTIP awards granted 426 432 Weighted average units outstanding - diluted 130,129 127,607 Earnings per unit - diluted $ 1.01 $ 0.87

BUSINESS SEGMENTS (Tables)

BUSINESS SEGMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
Segment Reporting [Abstract]
Summary of revenue by each segment	The following table summarizes revenue by each segment for the periods indicated (in thousands): Three Months Ended 2016 2015 Revenue: Domestic Pipelines & Terminals $ 237,953 $ 243,571 Global Marine Terminals 170,064 120,984 Merchant Services 389,737 740,160 Intersegment (17,160 ) (16,615 ) Total revenue $ 780,594 $ 1,088,100
Summary of revenue for continuing operations by major geographic area	The following table summarizes revenue for our continuing operations, by major geographic area, for the periods indicated (in thousands): Three Months Ended 2016 2015 Revenue: United States $ 696,889 $ 1,005,061 International 83,705 83,039 Total revenue $ 780,594 $ 1,088,100
Adjusted EBITDA from continuing operations by segment and reconciliation of income from continuing operations to Adjusted EBITDA	The following tables present Adjusted EBITDA from continuing operations 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 2016 2015 Adjusted EBITDA from continuing operations: Domestic Pipelines & Terminals $ 128,481 $ 130,050 Global Marine Terminals 106,623 74,418 Merchant Services 9,522 8,442 Adjusted EBITDA from continuing operations $ 244,626 $ 212,910 Reconciliation of Income from continuing operations to Adjusted EBITDA from continuing operations: Income from continuing operations $ 134,977 $ 112,021 Less: Net (income) loss attributable to noncontrolling interests (3,864 ) 447 Income from continuing operations attributable to Buckeye Partners, L.P. 131,113 112,468 Add: Interest and debt expense 47,783 41,709 Income tax expense 615 239 Depreciation and amortization (1) 61,426 53,776 Non-cash unit-based compensation expense 6,335 5,086 Acquisition and transition expense (2) 122 2,400 Less: Amortization of unfavorable storage contracts (3) (2,768 ) (2,768 ) Adjusted EBITDA from continuing operations $ 244,626 $ 212,910 (1) Includes 100% of the depreciation and amortization expense of $16.8 million and $11.7 million for Buckeye Texas for the three months ended March 31, 2016 and 2015 , respectively. (2) Acquisition and transition expense consists of transaction costs, costs for transitional employees, and other employee and third-party costs related to the integration of the acquired assets that are non-recurring in nature. (3) Represents amortization of negative fair values allocated to certain unfavorable storage contracts acquired in connection with the BBH acquisition.

SUPPLEMENTAL CASH FLOW INFORM32

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2016
Supplemental Cash Flow Elements [Abstract]
Supplemental cash flows and non-cash transactions	Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands): Three Months Ended 2016 2015 Cash paid for interest (net of capitalized interest) $ 53,234 $ 46,316 Cash paid for income taxes 1 232 Capitalized interest 1,011 5,924

ACQUISITIONS - Narrative (Detai

ACQUISITIONS - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Dec. 31, 2015	May. 31, 2015
Pennsauken Pipeline
Business Acquisition [Line Items]
Consideration for business acquisition	$ 5.3
ExxonMobil Pipeline
Business Acquisition [Line Items]
Consideration for business acquisition		$ 7.7

ACQUISITIONS - Purchase Price A

ACQUISITIONS - Purchase Price Allocation to Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015	May. 31, 2015
Business Acquisition [Line Items]
Goodwill	$ 998,659	$ 998,748
Pennsauken Pipeline
Business Acquisition [Line Items]
Property, plant and equipment		5,287
Goodwill		2,372
Environmental liabilities		(2,372)
Allocated purchase price		$ 5,287
ExxonMobil Pipeline
Business Acquisition [Line Items]
Property, plant and equipment			$ 4,040
Goodwill			8,165
Asset retirement obligation			(4,200)
Environmental liabilities			(293)
Allocated purchase price			$ 7,712

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Claims and Legal Proceedings (Details) - Buckeye Texas Partners Contractor Dispute $ in Millions	Oct. 14, 2015USD ($)splitter
Commitments and Contingencies Disclosure
Number of condensate splitters | splitter	2
Approximate value of aggregate claims | $	$ 40

COMMITMENTS AND CONTINGENCIES36

COMMITMENTS AND CONTINGENCIES - Environmental Contingencies (Details) - Environmental remediation unrelated to claims and legal proceedings - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Commitments and Contingencies Disclosure
Operating expenses, net of insurance recoveries related to environmental liabilities	$ 1.6	$ 1.4
Environmental remediation liabilities	47.8		$ 48
Receivables related to environmental remediation expenditures covered by insurance or third party claims	$ 10.7		$ 10.9

INVENTORIES (Details)

INVENTORIES (Details) $ in Thousands, gal in Millions	Mar. 31, 2016USD ($)gal	Dec. 31, 2015USD ($)gal
Inventory Disclosure [Abstract]
Liquid petroleum products	$ 172,193	$ 174,232
Materials and supplies	19,463	18,760
Total inventories	$ 191,656	$ 192,992
Energy Related Inventory [Abstract]
Refined petroleum products (in gallons) | gal	140.4	153.3
Percentage of hedged refined petroleum products inventory	89.00%	89.00%

EQUITY INVESTMENTS - Equity Inv

EQUITY INVESTMENTS - Equity Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Equity investments
Total earnings from equity investments	$ 3,088	$ 2,134
West Shore Pipe Line Company
Equity investments
Total earnings from equity investments	2,331	1,778
Muskegon Pipeline LLC
Equity investments
Total earnings from equity investments	377	87
Transport4, LLC
Equity investments
Total earnings from equity investments	147	(32)
South Portland Terminal LLC
Equity investments
Total earnings from equity investments	$ 233	$ 301

EQUITY INVESTMENTS - Income Fro

EQUITY INVESTMENTS - Income From Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]
Representation of investee financial information in the summarized equity method investments (as a percent)	100.00%
INCOME STATEMENT DATA:
Revenue	$ 22,211	$ 21,472
Costs and expenses	(9,678)	(9,738)
Non-operating expenses	(4,194)	(4,296)
Net income	$ 8,339	$ 7,438

DERIVATIVE INSTRUMENTS AND HE40

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Commodity Derivative Instruments (Details) gal in Thousands	3 Months Ended
	Mar. 31, 2016gal
Derivatives NOT Designated as Hedging Instruments | Physical fixed price derivative contracts | Current
Derivative Instruments And Hedging Activities
Volume (in gallons)	191
Derivatives NOT Designated as Hedging Instruments | Physical fixed price derivative contracts | Long-Term
Derivative Instruments And Hedging Activities
Volume (in gallons)	1,721
Derivatives NOT Designated as Hedging Instruments | Physical index derivative contracts | Current
Derivative Instruments And Hedging Activities
Volume (in gallons)	58,199
Derivatives NOT Designated as Hedging Instruments | Physical index derivative contracts | Long-Term
Derivative Instruments And Hedging Activities
Volume (in gallons)	0
Derivatives NOT Designated as Hedging Instruments | Futures contracts for refined petroleum products | Current
Derivative Instruments And Hedging Activities
Volume (in gallons)	2,342
Derivatives NOT Designated as Hedging Instruments | Futures contracts for refined petroleum products | Long-Term
Derivative Instruments And Hedging Activities
Volume (in gallons)	2,730
Derivatives Designated as Hedging Instruments | Fair Value Hedge | Futures contracts for refined petroleum products | Current
Derivative Instruments And Hedging Activities
Volume (in gallons)	124,278
Derivatives Designated as Hedging Instruments | Fair Value Hedge | Futures contracts for refined petroleum products | Long-Term
Derivative Instruments And Hedging Activities
Volume (in gallons)	0

DERIVATIVE INSTRUMENTS AND HE41

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Fair Value of Each Classification of Derivative Instrument (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Derivatives, Fair Value
Fair value	$ (4,112)	$ 78,129
Netting balance sheet adjustment	0	0
Net Total
Derivatives, Fair Value
Fair value	(4,112)	78,129
Derivatives NOT Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	(200)	43,113
Derivatives Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	(3,912)	35,016
Total current derivative assets
Derivatives, Fair Value
Fair value	27,671	199,750
Netting balance sheet adjustment	(14,906)	(121,465)
Total current derivative assets | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	12,157	26,698
Netting balance sheet adjustment	545	(79)
Total current derivative assets | Physical index derivative contracts
Derivatives, Fair Value
Fair value	126	87
Netting balance sheet adjustment	(63)	(62)
Total current derivative assets | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	15,388	172,965
Netting balance sheet adjustment	(15,388)	(121,324)
Total current derivative assets | Net Total
Derivatives, Fair Value
Fair value	12,765	78,285
Total current derivative assets | Net Total | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	12,702	26,619
Total current derivative assets | Net Total | Physical index derivative contracts
Derivatives, Fair Value
Fair value	63	25
Total current derivative assets | Net Total | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	0	51,641
Total current derivative assets | Derivatives NOT Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	25,370	162,916
Total current derivative assets | Derivatives NOT Designated as Hedging Instruments | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	10,461	26,698
Total current derivative assets | Derivatives NOT Designated as Hedging Instruments | Physical index derivative contracts
Derivatives, Fair Value
Fair value	126	87
Total current derivative assets | Derivatives NOT Designated as Hedging Instruments | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	14,783	136,131
Total current derivative assets | Derivatives Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	2,301	36,834
Total current derivative assets | Derivatives Designated as Hedging Instruments | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	1,696	0
Total current derivative assets | Derivatives Designated as Hedging Instruments | Physical index derivative contracts
Derivatives, Fair Value
Fair value	0	0
Total current derivative assets | Derivatives Designated as Hedging Instruments | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	605	36,834
Total non-current derivative assets
Derivatives, Fair Value
Fair value	502	1,057
Netting balance sheet adjustment	(75)	0
Total non-current derivative assets | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	462	1,057
Netting balance sheet adjustment	(35)	0
Total non-current derivative assets | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	40
Netting balance sheet adjustment	(40)
Total non-current derivative assets | Net Total
Derivatives, Fair Value
Fair value	427	1,057
Total non-current derivative assets | Net Total | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	427	1,057
Total non-current derivative assets | Net Total | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	0
Total non-current derivative assets | Derivatives NOT Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	502	1,057
Total non-current derivative assets | Derivatives NOT Designated as Hedging Instruments | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	462	1,057
Total non-current derivative assets | Derivatives NOT Designated as Hedging Instruments | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	40
Total non-current derivative assets | Derivatives Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	0	0
Total non-current derivative assets | Derivatives Designated as Hedging Instruments | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	0	0
Total non-current derivative assets | Derivatives Designated as Hedging Instruments | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	0
Total current derivative liabilities
Derivatives, Fair Value
Fair value	(31,836)	(121,975)
Netting balance sheet adjustment	14,906	121,465
Total current derivative liabilities | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	(3,650)	(535)
Netting balance sheet adjustment	(545)	79
Total current derivative liabilities | Physical index derivative contracts
Derivatives, Fair Value
Fair value	(132)	(116)
Netting balance sheet adjustment	63	62
Total current derivative liabilities | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	(28,054)	(121,324)
Netting balance sheet adjustment	15,388	121,324
Total current derivative liabilities | Net Total
Derivatives, Fair Value
Fair value	(16,930)	(510)
Total current derivative liabilities | Net Total | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	(4,195)	(456)
Total current derivative liabilities | Net Total | Physical index derivative contracts
Derivatives, Fair Value
Fair value	(69)	(54)
Total current derivative liabilities | Net Total | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	(12,666)	0
Total current derivative liabilities | Derivatives NOT Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	(25,623)	(120,157)
Total current derivative liabilities | Derivatives NOT Designated as Hedging Instruments | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	(979)	(535)
Total current derivative liabilities | Derivatives NOT Designated as Hedging Instruments | Physical index derivative contracts
Derivatives, Fair Value
Fair value	(132)	(116)
Total current derivative liabilities | Derivatives NOT Designated as Hedging Instruments | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	(24,512)	(119,506)
Total current derivative liabilities | Derivatives Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	(6,213)	(1,818)
Total current derivative liabilities | Derivatives Designated as Hedging Instruments | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	(2,671)	0
Total current derivative liabilities | Derivatives Designated as Hedging Instruments | Physical index derivative contracts
Derivatives, Fair Value
Fair value	0	0
Total current derivative liabilities | Derivatives Designated as Hedging Instruments | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	(3,542)	(1,818)
Total non-current derivative liabilities
Derivatives, Fair Value
Fair value	(449)	(703)
Netting balance sheet adjustment	75	0
Total non-current derivative liabilities | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	(72)
Netting balance sheet adjustment	35
Total non-current derivative liabilities | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	(377)	(703)
Netting balance sheet adjustment	40	0
Total non-current derivative liabilities | Net Total
Derivatives, Fair Value
Fair value	(374)	(703)
Total non-current derivative liabilities | Net Total | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	(37)
Total non-current derivative liabilities | Net Total | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	(337)	(703)
Total non-current derivative liabilities | Derivatives NOT Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	(449)	(703)
Total non-current derivative liabilities | Derivatives NOT Designated as Hedging Instruments | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	(72)
Total non-current derivative liabilities | Derivatives NOT Designated as Hedging Instruments | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	(377)	(703)
Total non-current derivative liabilities | Derivatives Designated as Hedging Instruments
Derivatives, Fair Value
Fair value	0	0
Total non-current derivative liabilities | Derivatives Designated as Hedging Instruments | Physical fixed price derivative contracts
Derivatives, Fair Value
Fair value	0
Total non-current derivative liabilities | Derivatives Designated as Hedging Instruments | Futures contracts for refined petroleum products
Derivatives, Fair Value
Fair value	$ 0	$ 0

DERIVATIVE INSTRUMENTS AND HE42

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Gains and Losses on Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Hedge Ineffectiveness
Ineffectiveness excluding the time value component on fair value hedging instruments:
Net gain (loss) in income	$ 9,939	$ (8,423)
Futures contracts for refined products
Derivatives designated as fair value hedging instruments:
Futures contracts for refined products	(2,900)
Derivatives NOT Designated as Hedging Instruments | Product sales | Physical fixed price derivative contracts
Derivatives NOT designated as hedging instruments:
Gains (losses) on derivative instruments recognized in income	(2,255)	7,055
Derivatives NOT Designated as Hedging Instruments | Product sales | Physical index derivative contracts
Derivatives NOT designated as hedging instruments:
Gains (losses) on derivative instruments recognized in income	(27)	(5)
Derivatives NOT Designated as Hedging Instruments | Cost of product sales | Physical fixed price derivative contracts
Derivatives NOT designated as hedging instruments:
Gains (losses) on derivative instruments recognized in income	5,115	2,639
Derivatives NOT Designated as Hedging Instruments | Cost of product sales | Physical index derivative contracts
Derivatives NOT designated as hedging instruments:
Gains (losses) on derivative instruments recognized in income	214	(156)
Derivatives NOT Designated as Hedging Instruments | Cost of product sales | Futures contracts for refined products
Derivatives NOT designated as hedging instruments:
Gains (losses) on derivative instruments recognized in income	(1,482)	8,705
Derivatives Designated as Hedging Instruments | Cost of product sales | Hedge Ineffectiveness
Ineffectiveness excluding the time value component on fair value hedging instruments:
Fair value hedge ineffectiveness (excluding time value)	647	1,066
Time value excluded from hedge assessment	9,292	(9,489)
Derivatives Designated as Hedging Instruments | Cost of product sales | Futures contracts for refined products
Derivatives designated as fair value hedging instruments:
Futures contracts for refined products	1,613	(17,847)
Derivatives Designated as Hedging Instruments | Cost of product sales | Physical inventory - hedged items
Derivatives designated as fair value hedging instruments:
Physical inventory - hedged items	$ 8,326	$ 9,424

DERIVATIVE INSTRUMENTS AND HE43

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Changes in Value Recognized in OCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Interest rate contracts
Losses reclassified from AOCI to income
Cash flow hedge loss to be reclassified within twelve months	$ 12,200
Cash Flow Hedge
Losses reclassified from AOCI to income
(Loss) Gain Reclassified from AOCI to Income (Effective Portion)	(1,772)	$ (3,037)
Interest and debt expense | Cash Flow Hedge | Interest rate contracts
Losses reclassified from AOCI to income
(Loss) Gain Reclassified from AOCI to Income (Effective Portion)	(3,038)	(3,037)
Product sales | Cash Flow Hedge | Commodity derivatives
Losses reclassified from AOCI to income
(Loss) Gain Reclassified from AOCI to Income (Effective Portion)	$ 1,266	$ 0

FAIR VALUE MEASUREMENTS - Asset

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Fair value measurements
Fair value	$ (4,112)	$ 78,129
Fair Value, Measurements, Recurring | Level 1
Fair value measurements
Fair value	(13,003)	50,938
Fair Value, Measurements, Recurring | Level 1 | Physical fixed price derivative contracts
Fair value measurements
Financial assets	0	0
Financial liabilities	0	0
Fair Value, Measurements, Recurring | Level 1 | Physical index derivative contracts
Fair value measurements
Financial assets	0	0
Financial liabilities	0	0
Fair Value, Measurements, Recurring | Level 1 | Futures contracts for refined petroleum products
Fair value measurements
Financial assets	0	51,641
Financial liabilities	(13,003)	(703)
Fair Value, Measurements, Recurring | Level 2
Fair value measurements
Fair value	8,891	27,191
Fair Value, Measurements, Recurring | Level 2 | Physical fixed price derivative contracts
Fair value measurements
Financial assets	13,129	27,676
Financial liabilities	(4,232)	(456)
Level 2 fixed-price contracts assets, CVA		(200)
Fair Value, Measurements, Recurring | Level 2 | Physical index derivative contracts
Fair value measurements
Financial assets	63	25
Financial liabilities	(69)	(54)
Fair Value, Measurements, Recurring | Level 2 | Futures contracts for refined petroleum products
Fair value measurements
Financial assets	0	0
Financial liabilities	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Carry

FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Debt (Details) - Level 2 - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Carrying Amount
Fair Value And Carrying Value By Balance Sheet Grouping
Total debt	$ 3,851,317	$ 3,844,312
Carrying Amount | Fixed-rate debt
Fair Value And Carrying Value By Balance Sheet Grouping
Total debt	3,372,717	3,371,824
Carrying Amount | Variable-rate debt
Fair Value And Carrying Value By Balance Sheet Grouping
Total debt	478,600	472,488
Fair Value
Fair Value And Carrying Value By Balance Sheet Grouping
Total debt	3,702,440	3,530,433
Fair Value | Fixed-rate debt
Fair Value And Carrying Value By Balance Sheet Grouping
Total debt	3,223,840	3,057,945
Fair Value | Variable-rate debt
Fair Value And Carrying Value By Balance Sheet Grouping
Total debt	$ 478,600	$ 472,488

PENSIONS AND OTHER POSTRETIRE46

PENSIONS AND OTHER POSTRETIREMENT BENEFITS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Components of net periodic benefit cost:
Defined benefit plan contributions	$ 800	$ 200
RIGP
Components of net periodic benefit cost:
Service cost	(9)	3
Interest cost	127	138
Expected return on plan assets	(71)	(84)
Amortization of unrecognized losses	145	211
Net periodic benefit cost	192	268
Retiree Medical Plan
Components of net periodic benefit cost:
Service cost	91	91
Interest cost	333	333
Expected return on plan assets	0	0
Amortization of unrecognized losses	50	50
Net periodic benefit cost	$ 474	$ 474

UNIT-BASED COMPENSATION PLANS -

UNIT-BASED COMPENSATION PLANS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
LTIP and Option Plan
Share-based Compensation Arrangement by Share-based Payment Award
Compensation expense	$ 6.3	$ 5.2
Long Term Incentive Plan 2013
Share-based Compensation Arrangement by Share-based Payment Award
LP Units, available for issuance	2,034,819
Awards granted (in shares)	631,000
Long Term Incentive Plan 2013 | Phantom Stock Units | Employee
Share-based Compensation Arrangement by Share-based Payment Award
Awards granted (in shares)	339,579
Long Term Incentive Plan 2013 | Phantom Stock Units | Independent directors
Share-based Compensation Arrangement by Share-based Payment Award
Awards granted (in shares)	20,000
Long Term Incentive Plan 2013 | Performance Shares | Employee
Share-based Compensation Arrangement by Share-based Payment Award
Awards granted (in shares)	271,903
Long Term Incentive Plan 2009, Deferral Plan | Phantom Stock Units | Employee
Share-based Compensation Arrangement by Share-based Payment Award
Compensation awards deferred			$ 3.1	$ 1.7
Awards granted (in shares)	139,526		54,592

UNIT-BASED COMPENSATION PLANS48

UNIT-BASED COMPENSATION PLANS - LTIP Activity for the Period (Details) - Long Term Incentive Plan 2013 $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2016USD ($)$ / sharesshares
Number of LP Units
Beginning Balance (in shares) | shares	1,011
Granted (in shares) | shares	631
Vested (in shares) | shares	(254)
Forfeited (in shares) | shares	(4)
Ending Balance (in shares) | shares	1,384
Weighted Average Grant Date Fair Value per LP Unit
Beginning Balance (in dollars per share) | $ / shares	$ 68.20
Granted (in dollars per share) | $ / shares	53.32
Vested (in dollars per share) | $ / shares	54.77
Forfeited (in dollars per share) | $ / shares	68.77
Ending Balance (in dollars per share) | $ / shares	$ 63.95
Additional disclosures
Compensation expense expected to be recognized | $	$ 55
Unrecognized compensation cost, weighted average period of recognition (in years)	2 years 2 months 12 days

UNIT-BASED COMPENSATION PLANS49

UNIT-BASED COMPENSATION PLANS - Summary of Changes in the Options Oustanding Under the Option Plan (Details) - Option Plan - Limited Partners - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Number of LP Units
Beginning Balance (in units)	17
Exercised (in units)	(4)
Forfeited, cancelled or expired (in units)	(1)
Ending Balance (in units)	12		17
Exercisable (in units)	12
Weighted Average Strike Price per LP Unit
Beginning Balance (in dollars per share)	$ 48.71
Exercised (in dollars per share)	44.73
Forfeited, cancelled or expired (in dollars per share)	44.73
Ending Balance (in dollars per share)	50.36		$ 48.71
Exercisable (in dollars per share)	$ 50.36
Weighted Average Remaining Contractual Term (in years)
Outstanding	10 months 24 days		10 months 24 days
Exercisable	10 months 24 days
Aggregate Intrinsic Value
Outstanding	$ 216		$ 300
Exercisable	216
Additional disclosures
Total intrinsic value of options exercised	$ 100	$ 100

PARTNERS' CAPITAL AND DISTRIB50

PARTNERS' CAPITAL AND DISTRIBUTIONS - Narrative (Details) - Limited Partners - Equity Distribution Agreements - USD ($) shares in Millions	1 Months Ended		3 Months Ended
	Mar. 31, 2016	May. 31, 2013	Mar. 31, 2016
Partner's capital and distributions
LP Units authorized to sell (in shares)	$ 500,000,000	$ 300,000,000
Public offering, LP units issued (in shares)	0.6		0.6
Proceeds from issuance of units			$ 37,600,000
Aggregate compensation expense paid to the agents under the Equity Distribution Agreements			$ 400,000

PARTNERS' CAPITAL AND DISTRIB51

PARTNERS' CAPITAL AND DISTRIBUTIONS - Summary of Changes in Outstanding Units (Details) - Limited Partner shares in Thousands	3 Months Ended
	Mar. 31, 2016shares
Summary of Changes in Outstanding Units for the Period
Beginning Balance (in shares)	129,524
Ending Balance (in shares)	130,297
Equity Distribution Agreements
Summary of Changes in Outstanding Units for the Period
Issuance of units through Equity Distribution Agreements (in shares)	566
Option Plan
Summary of Changes in Outstanding Units for the Period
LP Units issued (in shares)	4
Long Term Incentive Plan 2009
Summary of Changes in Outstanding Units for the Period
LP Units issued (in shares)	203

PARTNERS' CAPITAL AND DISTRIB52

PARTNERS' CAPITAL AND DISTRIBUTIONS - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands	May. 23, 2016	May. 06, 2016	Mar. 31, 2016	Mar. 31, 2015
Distributions to unitholders
Actual cash distributions			$ 154,147	$ 144,294
Limited Partners
Distributions to unitholders
Actual cash distributions			$ 154,900	$ 145,400
Distribution per LP unit (in dollars per share)			$ 1.1875	$ 1.1375
Limited Partners | Scenario, Forecast
Distributions to unitholders
Actual cash distributions	$ 157,200
Limited Partners | Subsequent event
Distributions to unitholders
Cash distributions declared (in dollars per share)		$ 1.2

EARNINGS PER UNIT (Details)

EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Earnings Per Share [Abstract]
Net income attributable to Buckeye Partners, L.P.	$ 131,113	$ 111,611
Basic:
Weighted average units outstanding - basic (in shares)	129,703	127,175
Earnings per unit - basic (in dollars per share)	$ 1.01	$ 0.88
Diluted:
Weighted average units outstanding - basic (in shares)	129,703	127,175
Dilutive effect of LP Unit options and LTIP awards granted (in shares)	426	432
Weighted average units outstanding - diluted (in shares)	130,129	127,607
Earnings per unit - diluted (in dollars per share)	$ 1.01	$ 0.87

BUSINESS SEGMENTS - Narrative (

BUSINESS SEGMENTS - Narrative (Details)	3 Months Ended
	Mar. 31, 2016segmentpropane_storageterminal
Segment information
Number of business segments | segment	3
Domestic Pipelines & Terminals
Segment information
Number of liquid petroleum products terminals operated	5
Number of underground propane storage caverns | propane_storage	2
Global Marine Terminals
Segment information
Number of terminals owned	7
Merchant Services
Segment information
Number of terminals owned	5

BUSINESS SEGMENTS - Revenue by

BUSINESS SEGMENTS - Revenue by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue:
Total revenue	$ 780,594	$ 1,088,100
United States
Revenue:
Total revenue	696,889	1,005,061
International
Revenue:
Total revenue	83,705	83,039
Operating Segments | Domestic Pipelines & Terminals
Revenue:
Total revenue	237,953	243,571
Operating Segments | Global Marine Terminals
Revenue:
Total revenue	170,064	120,984
Operating Segments | Merchant Services
Revenue:
Total revenue	389,737	740,160
Intersegment
Revenue:
Total revenue	$ (17,160)	$ (16,615)

BUSINESS SEGMENTS - Adjusted EB

BUSINESS SEGMENTS - Adjusted EBITDA from Continuing Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Segment information
Adjusted EBITDA from continuing operations	$ 244,626	$ 212,910
Reconciliation of Income from continuing operations to Adjusted EBITDA from continuing operations:
Income from continuing operations	134,977	112,021
Less: Net (income) loss attributable to noncontrolling interests	(3,864)	447
Income from continuing operations attributable to Buckeye Partners, L.P.	131,113	112,468
Add: Interest and debt expense	47,783	41,709
Income tax expense	615	239
Depreciation and amortization	61,426	53,776
Non-cash unit-based compensation expense	6,335	5,086
Acquisition and transition expense	122	2,400
Less: Amortization of unfavorable storage contracts	(2,768)	(2,768)
Adjusted EBITDA from continuing operations	244,626	212,910
Buckeye Texas
Reconciliation of Income from continuing operations to Adjusted EBITDA from continuing operations:
Depreciation and amortization	$ 16,800	11,700
Ownership percentage	100.00%
Domestic Pipelines & Terminals
Segment information
Adjusted EBITDA from continuing operations	$ 128,481	130,050
Global Marine Terminals
Segment information
Adjusted EBITDA from continuing operations	106,623	74,418
Merchant Services
Segment information
Adjusted EBITDA from continuing operations	$ 9,522	$ 8,442

SUPPLEMENTAL CASH FLOW INFORM57

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest (net of capitalized interest)	$ 53,234	$ 46,316
Cash paid for income taxes	1	232
Capitalized interest	1,011	5,924
Capital expenditures incurred but not yet paid	$ 76,800	$ 64,800