December 29, 2005
Mr. Robert B. Wallace
Chief Financial Officer
Buckeye Partners, L. P.
5002 Buckeye Road
PO Box 368
Emmaus, PA 18049
Re: Buckeye Partners, L. P.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 14, 2005
Forms 10-Q for Fiscal Quarter Ended June 30, 2005
Filed August 3, 2005
File No. 1-09356
Dear Mr. Wallace:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 21
1. The revenue table presented indicates that terminalling,
storage
and rentals provided over 10% of your total revenues. Tell us the
facts and circumstances you considered to determine that this item
is
not a reportable operating segment under Statement of Financial
Accounting Standards (SFAS) 131, paragraph 18.
Consolidated Statements of Income, page 42
2. You have classified your General Partner incentive compensation
as
other non-operating expenses. Tell us why you consider this
classification is proper given the guidance of Regulation S-X
210.5-
03(b), captions 2, 3, 4 and 6, which define the items to be
reported
as operating costs and expenses.
Notes to Consolidated Financial Statements
Note 1. Organization, page 45
3. You have disclosed that the Sabina Pipeline was completed in
March
2003, the revenues under the transportation throughput services
agreement commenced in January 2003, and the pipeline did not
commence shipping product until February 2004. Tell us:
* the nature and amount of any revenue recognized prior to the
commencement of product shipments in February 2004, and
* why the recognition of such revenues are proper, given your
stated
policy that revenue from transportation of product is recognized
as
products are delivered.
Note 3. Acquisitions, page 53
4. You have disclosed you will receive a minimum revenue
commitment
of $35.7 million per year for an initial three year term. Tell us
what your policy is with regards to revenue recognition under this
agreement in a quarterly or annual reporting period in which the
minimum revenue commitment has not been met by the third party.
We
may have further comment.
Note 5. Contingencies, page 54
5. Your disclosure states that it is possible a claim or
proceeding,
if adversely determined, could have a material effect, but that
you
do not believe the outcome will have a material effect. Please
revise this disclosure to meet the requirements of SFAS 5,
paragraphs
9-10, for contingencies you estimate to be probable or reasonably
possible, as defined in paragraph 3.
Exhibits and Financial Statement Schedules, page 84
6. We note on page 58, in footnote 11, that you have issued
publicly
traded notes. Modify your filing to include Exhibit 12, Statement
re
computation of ratios, as defined in Regulation S-K 229-503(d) and
as
required by Regulation S-K 601(a) and (b)(12).
Form 10-Q for the Fiscal Quarter Ended June 30, 2005
Note 3. Asset Acquisitions, page 6
7. You have stated that you determined the transaction represented
the acquisition of various assets, and not the acquisition of a
business. Tell us the facts and circumstances you considered in
reaching this determination.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Gary Newberry at (202) 551-3761, or Shannon
Buskirk at (202) 551-3717, if you have questions regarding
comments
on the financial statements and related matters. Please contact
me
at (202) 551- 3684 with any other questions.
Sincerely,
April Sifford
Branch Chief
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Mr. Robert B. Wallace
Buckeye Partners, L. P.
December 29, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010