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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Buckeye Partners LP | NYSE:BPL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 41.46 | 0 | 01:00:00 |
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FORM 10-Q
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Buckeye Partners, L.P.
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(Exact name of registrant as specified in its charter)
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Delaware
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23-2432497
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification number)
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One Greenway Plaza
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Suite 600
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Houston, TX
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77046
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
¨
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Non-accelerated filer
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¨
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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1.
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2.
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3.
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4.
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5.
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6.
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7.
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8.
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9.
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10.
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11.
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12.
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13.
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14.
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15.
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16.
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
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2016
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2015
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2016
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2015
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||||||||
Revenue:
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Product sales
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$
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337,092
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$
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382,624
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$
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1,086,180
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$
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1,581,455
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Transportation, storage and other services
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429,513
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345,760
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1,238,141
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1,031,812
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Total revenue
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766,605
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728,384
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2,324,321
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2,613,267
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Costs and expenses:
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Cost of product sales
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326,718
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366,319
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1,049,315
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1,532,392
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Operating expenses
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149,867
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141,790
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446,671
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425,494
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Depreciation and amortization
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63,472
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54,830
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188,220
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164,204
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General and administrative
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20,321
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21,885
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63,737
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64,796
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Total costs and expenses
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560,378
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584,824
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1,747,943
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2,186,886
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Operating income
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206,227
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143,560
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576,378
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426,381
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Other income (expense):
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Earnings (loss) from equity investments
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2,901
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(30
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)
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8,459
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4,550
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Interest and debt expense
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(48,476
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)
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(43,413
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)
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(144,093
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)
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(127,097
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)
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Other (expense) income
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(74
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)
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70
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(102
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)
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180
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Total other expense, net
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(45,649
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)
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(43,373
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)
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(135,736
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)
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(122,367
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)
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Income from continuing operations before taxes
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160,578
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100,187
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440,642
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304,014
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Income tax expense
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(308
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)
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(240
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)
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(896
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)
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(720
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)
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Income from continuing operations
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160,270
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99,947
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439,746
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303,294
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Loss from discontinued operations
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—
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—
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—
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(857
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)
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Net income
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160,270
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99,947
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439,746
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302,437
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Less: Net (income) loss attributable to noncontrolling interests
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(3,896
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)
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93
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(11,803
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)
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794
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Net income attributable to Buckeye Partners, L.P.
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$
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156,374
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$
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100,040
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$
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427,943
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$
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303,231
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Basic earnings (loss) per unit attributable to Buckeye Partners, L.P.:
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Continuing operations
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$
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1.19
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$
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0.78
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$
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3.28
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$
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2.38
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Discontinued operations
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—
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—
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—
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(0.01
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Total
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$
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1.19
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$
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0.78
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$
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3.28
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$
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2.37
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Diluted earnings (loss) per unit attributable to Buckeye Partners, L.P.:
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Continuing operations
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$
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1.19
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$
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0.78
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$
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3.26
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$
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2.37
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Discontinued operations
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—
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—
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—
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(0.01
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)
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Total
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$
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1.19
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$
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0.78
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$
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3.26
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$
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2.36
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Weighted average units outstanding:
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Basic
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131,113
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128,329
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130,439
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127,722
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Diluted
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131,940
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128,906
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131,076
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128,241
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
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2016
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2015
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2016
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2015
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Net income
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$
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160,270
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$
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99,947
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$
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439,746
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$
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302,437
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Other comprehensive income:
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Unrealized gains on derivative instruments
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1,052
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11,168
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1,052
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7,311
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Reclassification of derivative losses to net income
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3,037
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3,037
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7,846
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9,113
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Recognition of costs related to benefit plans to net income
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252
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712
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756
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1,232
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Total other comprehensive income
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4,341
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14,917
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9,654
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17,656
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Comprehensive income
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164,611
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114,864
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449,400
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320,093
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Less: Comprehensive (income) loss attributable to noncontrolling interests
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(3,896
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)
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93
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(11,803
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)
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794
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Comprehensive income attributable to Buckeye Partners, L.P.
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$
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160,715
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$
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114,957
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$
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437,597
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$
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320,887
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September 30,
2016 |
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December 31,
2015 |
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Assets:
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Current assets:
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Cash and cash equivalents
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$
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2
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$
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4,881
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Accounts receivable, net
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253,019
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213,830
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Construction and pipeline relocation receivables
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17,825
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13,491
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Inventories
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295,307
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192,992
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Derivative assets
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3,674
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78,285
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Prepaid and other current assets
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71,153
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48,071
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Total current assets
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640,980
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551,550
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Property, plant and equipment
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7,430,036
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7,076,901
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Less: Accumulated depreciation
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(1,008,061
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)
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(874,820
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)
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Property, plant and equipment, net
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6,421,975
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6,202,081
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Equity investments
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89,948
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84,128
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Goodwill
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1,001,190
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998,748
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Intangible assets
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618,370
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627,310
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Less: Accumulated amortization
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(178,091
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)
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(135,938
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)
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Intangible assets, net
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440,279
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491,372
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Other non-current assets
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42,660
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41,402
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Total assets
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$
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8,637,032
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$
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8,369,281
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Liabilities and partners’ capital:
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Current liabilities:
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Line of credit
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$
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218,340
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$
|
111,488
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Accounts payable
|
91,884
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|
|
82,691
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|
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Derivative liabilities
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22,036
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|
510
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Accrued and other current liabilities
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253,162
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|
309,620
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Total current liabilities
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585,422
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504,309
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Long-term debt
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3,826,860
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3,732,824
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Other non-current liabilities
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111,816
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|
115,407
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Total liabilities
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4,524,098
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4,352,540
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Commitments and contingencies (Note 3)
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—
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—
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Partners’ capital:
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Buckeye Partners, L.P. capital:
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Limited Partners (131,309,840 and 129,523,703 units outstanding as of September 30, 2016 and December 31, 2015, respectively)
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3,913,401
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3,833,230
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Accumulated other comprehensive loss
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(88,187
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)
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(97,841
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)
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Total Buckeye Partners, L.P. capital
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3,825,214
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3,735,389
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Noncontrolling interests
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287,720
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281,352
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Total partners’ capital
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4,112,934
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4,016,741
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Total liabilities and partners’ capital
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$
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8,637,032
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$
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8,369,281
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Nine Months Ended
September 30, |
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2016
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2015
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Cash flows from operating activities:
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Net income
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$
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439,746
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$
|
302,437
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Adjustments to reconcile net income to net cash provided by (used in) operating activities:
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Depreciation and amortization
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188,220
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164,204
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Litigation contingency accrual
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—
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15,229
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Gains on property damage recoveries
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(5,700
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)
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|
—
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Net changes in fair value of derivatives
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98,917
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|
25,632
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Amortization of unfavorable storage contracts
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(5,979
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)
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(8,303
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)
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Earnings from equity investments
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(8,459
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)
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|
(4,550
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)
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Distributions from equity investments
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2,418
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|
4,258
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Other non-cash items
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39,393
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|
34,319
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|
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Change in assets and liabilities, net of amounts related to acquisitions:
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Accounts receivable
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(40,109
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)
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|
39,435
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Construction and pipeline relocation receivables
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(4,334
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)
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|
6,570
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|
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Inventories
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(101,016
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)
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9,599
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|
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Prepaid and other current assets
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(45,841
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)
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|
(11,513
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)
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Accounts payable
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9,332
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|
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(54,820
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)
|
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Accrued and other current liabilities
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(10,088
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)
|
|
(18,881
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)
|
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Other non-current assets
|
138
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|
|
3,820
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|
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Other non-current liabilities
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(6,865
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)
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|
(5,005
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)
|
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Net cash provided by operating activities
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549,773
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|
|
502,431
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|
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Cash flows from investing activities:
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Capital expenditures
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(380,072
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)
|
|
(433,152
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)
|
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Acquisitions, net of working capital settlement
|
(25,941
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)
|
|
(2,921
|
)
|
||
Proceeds from sale and disposition of assets
|
2,235
|
|
|
10,074
|
|
||
Escrow deposits
|
19,850
|
|
|
—
|
|
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Recoveries on property damages
|
5,700
|
|
|
—
|
|
||
Net cash used in investing activities
|
(378,228
|
)
|
|
(425,999
|
)
|
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Cash flows from financing activities:
|
|
|
|
|
|
||
Net proceeds from issuance of LP Units
|
108,422
|
|
|
117,820
|
|
||
Net proceeds from exercise of LP Unit options
|
300
|
|
|
173
|
|
||
Payment of tax withholding on issuance of LTIP awards
|
(5,123
|
)
|
|
(6,667
|
)
|
||
Debt issuance costs
|
(1,240
|
)
|
|
(365
|
)
|
||
Borrowings under BPL Credit Facility
|
978,700
|
|
|
1,087,000
|
|
||
Repayments under BPL Credit Facility
|
(1,136,800
|
)
|
|
(844,000
|
)
|
||
Net borrowings (repayments) under BMSC Credit Facility
|
106,852
|
|
|
(17,550
|
)
|
||
Acquisition of additional interest in Buckeye Memphis
|
—
|
|
|
(10,044
|
)
|
||
Borrowings under $250M Term Loan
|
250,000
|
|
|
—
|
|
||
Contributions from noncontrolling interests
|
3,760
|
|
|
44,000
|
|
||
Distributions paid to noncontrolling interests
|
(11,531
|
)
|
|
(8,348
|
)
|
||
Distributions paid to unitholders
|
(469,764
|
)
|
|
(439,578
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)
|
||
Net cash used in financing activities
|
(176,424
|
)
|
|
(77,559
|
)
|
||
Net decrease in cash and cash equivalents
|
(4,879
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)
|
|
(1,127
|
)
|
||
Cash and cash equivalents — Beginning of period
|
4,881
|
|
|
8,208
|
|
||
Cash and cash equivalents — End of period
|
$
|
2
|
|
|
$
|
7,081
|
|
|
|
|
Accumulated
|
|
|
|
|
||||||||
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|
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Other
|
|
|
|
|
||||||||
|
Limited
|
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Comprehensive
|
|
Noncontrolling
|
|
|
||||||||
|
Partners
|
|
Income (Loss)
|
|
Interests
|
|
Total
|
||||||||
Partners’ capital - January 1, 2016
|
$
|
3,833,230
|
|
|
$
|
(97,841
|
)
|
|
$
|
281,352
|
|
|
$
|
4,016,741
|
|
Net income
|
427,943
|
|
|
—
|
|
|
11,803
|
|
|
439,746
|
|
||||
Distributions paid to unitholders
|
(472,056
|
)
|
|
—
|
|
|
2,292
|
|
|
(469,764
|
)
|
||||
Net proceeds from issuance of LP Units
|
108,422
|
|
|
—
|
|
|
—
|
|
|
108,422
|
|
||||
Amortization of unit-based compensation awards
|
22,977
|
|
|
—
|
|
|
—
|
|
|
22,977
|
|
||||
Net proceeds from exercise of LP Unit options
|
300
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||
Payment of tax withholding on issuance of LTIP awards
|
(5,123
|
)
|
|
—
|
|
|
—
|
|
|
(5,123
|
)
|
||||
Distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(11,531
|
)
|
|
(11,531
|
)
|
||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
3,760
|
|
|
3,760
|
|
||||
Other comprehensive income
|
—
|
|
|
9,654
|
|
|
—
|
|
|
9,654
|
|
||||
Noncash accrual for distribution equivalent rights
|
(2,248
|
)
|
|
—
|
|
|
—
|
|
|
(2,248
|
)
|
||||
Other
|
(44
|
)
|
|
—
|
|
|
44
|
|
|
—
|
|
||||
Partners' capital - September 30, 2016
|
$
|
3,913,401
|
|
|
$
|
(88,187
|
)
|
|
$
|
287,720
|
|
|
$
|
4,112,934
|
|
|
|
|
|
|
|
|
|
||||||||
Partners’ capital - January 1, 2015
|
$
|
3,817,916
|
|
|
$
|
(115,288
|
)
|
|
$
|
237,968
|
|
|
$
|
3,940,596
|
|
Net income (loss)
|
303,231
|
|
|
—
|
|
|
(794
|
)
|
|
302,437
|
|
||||
Acquisition of additional interest in Buckeye Memphis
|
(8,276
|
)
|
|
—
|
|
|
(1,768
|
)
|
|
(10,044
|
)
|
||||
Adjusted value of noncontrolling interest in acquisition
|
—
|
|
|
—
|
|
|
(1,220
|
)
|
|
(1,220
|
)
|
||||
Distributions paid to unitholders
|
(441,957
|
)
|
|
—
|
|
|
2,379
|
|
|
(439,578
|
)
|
||||
Net proceeds from issuance of LP Units
|
117,820
|
|
|
—
|
|
|
—
|
|
|
117,820
|
|
||||
Amortization of unit-based compensation awards
|
17,764
|
|
|
—
|
|
|
—
|
|
|
17,764
|
|
||||
Net proceeds from exercise of LP Unit options
|
173
|
|
|
—
|
|
|
—
|
|
|
173
|
|
||||
Payment of tax withholding on issuance of LTIP awards
|
(6,667
|
)
|
|
—
|
|
|
—
|
|
|
(6,667
|
)
|
||||
Distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(8,348
|
)
|
|
(8,348
|
)
|
||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
44,000
|
|
|
44,000
|
|
||||
Other comprehensive income
|
—
|
|
|
17,656
|
|
|
—
|
|
|
17,656
|
|
||||
Noncash accrual for distribution equivalent rights
|
(1,944
|
)
|
|
—
|
|
|
—
|
|
|
(1,944
|
)
|
||||
Other
|
162
|
|
|
—
|
|
|
(106
|
)
|
|
56
|
|
||||
Partners' capital - September 30, 2015
|
$
|
3,798,222
|
|
|
$
|
(97,632
|
)
|
|
$
|
272,111
|
|
|
$
|
3,972,701
|
|
Inventories
|
$
|
1,299
|
|
Property, plant and equipment
|
20,239
|
|
|
Goodwill
|
4,403
|
|
|
Allocated purchase price
|
$
|
25,941
|
|
Property, plant and equipment
|
$
|
7,159
|
|
Goodwill
|
500
|
|
|
Environmental liabilities
|
(2,372
|
)
|
|
Allocated purchase price
|
$
|
5,287
|
|
Property, plant and equipment
|
$
|
4,040
|
|
Goodwill
|
8,165
|
|
|
Asset retirement obligation
|
(4,200
|
)
|
|
Environmental liabilities
|
(293
|
)
|
|
Allocated purchase price
|
$
|
7,712
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Liquid petroleum products (1)
|
$
|
275,853
|
|
|
$
|
174,232
|
|
Materials and supplies
|
19,454
|
|
|
18,760
|
|
||
Total inventories
|
$
|
295,307
|
|
|
$
|
192,992
|
|
(1)
|
Ending inventory was
178.8 million
and
153.3 million
gallons of liquid petroleum products as of
September 30, 2016
and
December 31, 2015
, respectively.
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Prepaid insurance
|
$
|
13,050
|
|
|
$
|
12,779
|
|
Margin deposits
|
35,950
|
|
|
—
|
|
||
Unbilled revenue
|
2,383
|
|
|
4,047
|
|
||
Prepaid taxes
|
9,396
|
|
|
4,842
|
|
||
Escrow deposits
|
10
|
|
|
21,360
|
|
||
Other
|
10,364
|
|
|
5,043
|
|
||
Total prepaid and other current assets
|
$
|
71,153
|
|
|
$
|
48,071
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
West Shore Pipe Line Company
|
$
|
1,784
|
|
|
$
|
2,033
|
|
|
$
|
5,680
|
|
|
$
|
6,209
|
|
Muskegon Pipeline LLC
|
544
|
|
|
(2,761
|
)
|
|
1,340
|
|
|
(3,345
|
)
|
||||
Transport4, LLC
|
204
|
|
|
183
|
|
|
577
|
|
|
456
|
|
||||
South Portland Terminal LLC
|
369
|
|
|
515
|
|
|
862
|
|
|
1,230
|
|
||||
Total earnings (loss) from equity investments
|
$
|
2,901
|
|
|
$
|
(30
|
)
|
|
$
|
8,459
|
|
|
$
|
4,550
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
22,831
|
|
|
$
|
24,440
|
|
|
$
|
65,877
|
|
|
$
|
68,786
|
|
Costs and expenses
|
(10,026
|
)
|
|
(16,642
|
)
|
|
(30,466
|
)
|
|
(43,256
|
)
|
||||
Non-operating expenses
|
(4,142
|
)
|
|
(4,033
|
)
|
|
(11,425
|
)
|
|
(11,690
|
)
|
||||
Net income
|
$
|
8,663
|
|
|
$
|
3,765
|
|
|
$
|
23,986
|
|
|
$
|
13,840
|
|
|
|
Volume (1)
|
|
Accounting
|
||||
Derivative Purpose
|
|
Current
|
|
Long-Term
|
|
Treatment
|
||
Derivatives NOT designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Physical fixed price derivative contracts
|
|
8,504
|
|
|
1,073
|
|
|
Mark-to-market
|
Physical index derivative contracts
|
|
31,274
|
|
|
—
|
|
|
Mark-to-market
|
Futures contracts for refined petroleum products
|
|
24,819
|
|
|
16,926
|
|
|
Mark-to-market
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Physical fixed price derivative contracts
|
|
1,176
|
|
|
—
|
|
|
Fair Value Hedge
|
Futures contracts for refined petroleum products
|
|
163,800
|
|
|
—
|
|
|
Fair Value Hedge
|
(1)
|
Volume represents absolute value of net notional volume position.
|
|
September 30, 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
|
$
|
4,046
|
|
|
$
|
67
|
|
|
$
|
4,113
|
|
|
$
|
(505
|
)
|
|
$
|
3,608
|
|
Physical index derivative contracts
|
67
|
|
|
—
|
|
|
67
|
|
|
(1
|
)
|
|
66
|
|
|||||
Futures contracts for refined products
|
20,655
|
|
|
1,005
|
|
|
21,660
|
|
|
(21,660
|
)
|
|
—
|
|
|||||
Total current derivative assets
|
24,768
|
|
|
1,072
|
|
|
25,840
|
|
|
(22,166
|
)
|
|
3,674
|
|
|||||
Physical fixed price derivative contracts
|
293
|
|
|
—
|
|
|
293
|
|
|
(8
|
)
|
|
285
|
|
|||||
Futures contracts for refined products
|
84
|
|
|
—
|
|
|
84
|
|
|
(84
|
)
|
|
—
|
|
|||||
Interest rates derivatives
|
—
|
|
|
1,052
|
|
|
1,052
|
|
|
—
|
|
|
1,052
|
|
|||||
Total non-current derivative assets
|
377
|
|
|
1,052
|
|
|
1,429
|
|
|
(92
|
)
|
|
1,337
|
|
|||||
Physical fixed price derivative contracts
|
(2,673
|
)
|
|
—
|
|
|
(2,673
|
)
|
|
505
|
|
|
(2,168
|
)
|
|||||
Physical index derivative contracts
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
|
1
|
|
|
(40
|
)
|
|||||
Futures contracts for refined products
|
(29,231
|
)
|
|
(12,257
|
)
|
|
(41,488
|
)
|
|
21,660
|
|
|
(19,828
|
)
|
|||||
Total current derivative liabilities
|
(31,945
|
)
|
|
(12,257
|
)
|
|
(44,202
|
)
|
|
22,166
|
|
|
(22,036
|
)
|
|||||
Physical fixed price derivative contracts
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|
8
|
|
|
(19
|
)
|
|||||
Futures contracts for refined products
|
(4,042
|
)
|
|
—
|
|
|
(4,042
|
)
|
|
84
|
|
|
(3,958
|
)
|
|||||
Total non-current derivative liabilities
|
(4,069
|
)
|
|
—
|
|
|
(4,069
|
)
|
|
92
|
|
|
(3,977
|
)
|
|||||
Net derivative liabilities
|
$
|
(10,869
|
)
|
|
$
|
(10,133
|
)
|
|
$
|
(21,002
|
)
|
|
$
|
—
|
|
|
$
|
(21,002
|
)
|
(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.
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives NOT designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Physical fixed price derivative contracts
|
Product sales
|
|
$
|
301
|
|
|
$
|
15,731
|
|
|
$
|
(7,263
|
)
|
|
$
|
19,660
|
|
Physical index derivative contracts
|
Product sales
|
|
142
|
|
|
(299
|
)
|
|
130
|
|
|
(309
|
)
|
||||
Physical fixed price derivative contracts
|
Cost of product sales
|
|
479
|
|
|
3,600
|
|
|
7,965
|
|
|
10,191
|
|
||||
Physical index derivative contracts
|
Cost of product sales
|
|
30
|
|
|
(288
|
)
|
|
193
|
|
|
(224
|
)
|
||||
Futures contracts for refined products
|
Cost of product sales
|
|
(307
|
)
|
|
(10,992
|
)
|
|
4,326
|
|
|
2,591
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as fair value hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Futures contracts for refined products
|
Cost of product sales
|
|
$
|
(635
|
)
|
|
$
|
54,514
|
|
|
$
|
(27,590
|
)
|
|
$
|
21,959
|
|
Physical inventory - hedged items
|
Cost of product sales
|
|
3,620
|
|
|
(55,424
|
)
|
|
43,627
|
|
|
(34,848
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Ineffectiveness excluding the time value component on fair value hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value hedge ineffectiveness (excluding time value)
|
Cost of product sales
|
|
$
|
(4,262
|
)
|
|
$
|
2,626
|
|
|
$
|
(4,275
|
)
|
|
$
|
2,476
|
|
Time value excluded from hedge assessment
|
Cost of product sales
|
|
7,247
|
|
|
(3,536
|
)
|
|
20,312
|
|
|
(15,365
|
)
|
||||
Net gain (loss) in income
|
|
|
$
|
2,985
|
|
|
$
|
(910
|
)
|
|
$
|
16,037
|
|
|
$
|
(12,889
|
)
|
|
Gain Recognized in OCI on Derivatives for the
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts
|
$
|
1,052
|
|
|
$
|
—
|
|
|
$
|
1,052
|
|
|
$
|
—
|
|
Commodity derivatives
|
—
|
|
|
11,168
|
|
|
—
|
|
|
7,311
|
|
||||
Total
|
$
|
1,052
|
|
|
$
|
11,168
|
|
|
$
|
1,052
|
|
|
$
|
7,311
|
|
|
|
|
(Loss) Gain Reclassified from AOCI to Income (Effective Portion) for the
|
||||||||||||||
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts
|
Interest and debt expense
|
|
$
|
(3,037
|
)
|
|
$
|
(3,037
|
)
|
|
$
|
(9,112
|
)
|
|
$
|
(9,113
|
)
|
Commodity derivatives
|
Product Sales
|
|
—
|
|
|
—
|
|
|
1,266
|
|
|
—
|
|
||||
Total
|
|
|
$
|
(3,037
|
)
|
|
$
|
(3,037
|
)
|
|
$
|
(7,846
|
)
|
|
$
|
(9,113
|
)
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Physical fixed price derivative contracts
|
$
|
—
|
|
|
$
|
3,893
|
|
|
$
|
—
|
|
|
$
|
27,676
|
|
Physical index derivative contracts
|
—
|
|
|
66
|
|
|
—
|
|
|
25
|
|
||||
Futures contracts for refined products
|
—
|
|
|
—
|
|
|
51,641
|
|
|
—
|
|
||||
Interest rate derivatives
|
—
|
|
|
1,052
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Physical fixed price derivative contracts
|
—
|
|
|
(2,187
|
)
|
|
—
|
|
|
(456
|
)
|
||||
Physical index derivative contracts
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Futures contracts for refined products
|
(23,786
|
)
|
|
—
|
|
|
(703
|
)
|
|
—
|
|
||||
Fair value
|
$
|
(23,786
|
)
|
|
$
|
2,784
|
|
|
$
|
50,938
|
|
|
$
|
27,191
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Fixed-rate debt
|
$
|
3,623,960
|
|
|
$
|
3,795,826
|
|
|
$
|
3,371,824
|
|
|
$
|
3,057,945
|
|
Variable-rate debt
|
421,240
|
|
|
421,240
|
|
|
472,488
|
|
|
472,488
|
|
||||
Total debt
|
$
|
4,045,200
|
|
|
$
|
4,217,066
|
|
|
$
|
3,844,312
|
|
|
$
|
3,530,433
|
|
|
RIGP
|
|
Retiree Medical Plan
|
||||||||||||
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
(9
|
)
|
|
$
|
3
|
|
|
$
|
81
|
|
|
$
|
92
|
|
Interest cost
|
106
|
|
|
137
|
|
|
327
|
|
|
333
|
|
||||
Expected return on plan assets
|
(64
|
)
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of unrecognized losses
|
130
|
|
|
211
|
|
|
—
|
|
|
50
|
|
||||
Actuarial loss due to settlements
|
122
|
|
|
451
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
285
|
|
|
$
|
718
|
|
|
$
|
408
|
|
|
$
|
475
|
|
|
RIGP
|
|
Retiree Medical Plan
|
||||||||||||
|
Nine Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
(26
|
)
|
|
$
|
9
|
|
|
$
|
242
|
|
|
$
|
274
|
|
Interest cost
|
316
|
|
|
413
|
|
|
982
|
|
|
1,000
|
|
||||
Expected return on plan assets
|
(192
|
)
|
|
(251
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of unrecognized losses
|
391
|
|
|
632
|
|
|
—
|
|
|
149
|
|
||||
Actuarial loss due to settlements
|
365
|
|
|
451
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
854
|
|
|
$
|
1,254
|
|
|
$
|
1,224
|
|
|
$
|
1,423
|
|
|
Number of
LP Units
|
|
Weighted
Average
Grant Date
Fair Value
per LP Unit
|
|||
Unvested at January 1, 2016
|
1,011
|
|
|
$
|
68.20
|
|
Granted
|
637
|
|
|
53.48
|
|
|
Vested
|
(267
|
)
|
|
55.28
|
|
|
Forfeited
|
(8
|
)
|
|
64.53
|
|
|
Unvested at September 30, 2016
|
1,373
|
|
|
$
|
64.00
|
|
|
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
|
(6
|
)
|
|
47.17
|
|
|
|
|
|
|
||
Forfeited, cancelled or expired
|
(1
|
)
|
|
44.73
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
10
|
|
|
50.36
|
|
|
0.4
|
|
$
|
203
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at September 30, 2016
|
10
|
|
|
$
|
50.36
|
|
|
0.4
|
|
$
|
203
|
|
(1)
|
Aggregate intrinsic value reflects fully vested LP Unit options at the date indicated. Intrinsic value is determined by calculating the difference between our closing LP Unit price on the last trading day in
September 2016
and the exercise price, multiplied by the number of exercisable, in-the-money options.
|
|
Limited
Partners
|
|
LP Units outstanding at January 1, 2016
|
129,524
|
|
LP Units issued pursuant to the Option Plan (1)
|
6
|
|
LP Units issued pursuant to the LTIP (1)
|
212
|
|
Issuance of LP Units through Equity Distribution Agreements
|
1,568
|
|
LP Units outstanding at September 30, 2016
|
131,310
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to Buckeye Partners, L.P.
|
$
|
156,374
|
|
|
$
|
100,040
|
|
|
$
|
427,943
|
|
|
$
|
303,231
|
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average units outstanding - basic
|
131,113
|
|
|
128,329
|
|
|
130,439
|
|
|
127,722
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per unit - basic
|
$
|
1.19
|
|
|
$
|
0.78
|
|
|
$
|
3.28
|
|
|
$
|
2.37
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average units outstanding - basic
|
131,113
|
|
|
128,329
|
|
|
130,439
|
|
|
127,722
|
|
||||
Dilutive effect of LP Unit options and LTIP awards granted
|
827
|
|
|
577
|
|
|
637
|
|
|
519
|
|
||||
Weighted average units outstanding - diluted
|
131,940
|
|
|
128,906
|
|
|
131,076
|
|
|
128,241
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per unit - diluted
|
$
|
1.19
|
|
|
$
|
0.78
|
|
|
$
|
3.26
|
|
|
$
|
2.36
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic Pipelines & Terminals
|
$
|
265,036
|
|
|
$
|
236,080
|
|
|
$
|
752,968
|
|
|
$
|
704,305
|
|
Global Marine Terminals
|
170,072
|
|
|
127,161
|
|
|
509,653
|
|
|
372,735
|
|
||||
Merchant Services
|
344,041
|
|
|
386,105
|
|
|
1,103,186
|
|
|
1,586,421
|
|
||||
Intersegment
|
(12,544
|
)
|
|
(20,962
|
)
|
|
(41,486
|
)
|
|
(50,194
|
)
|
||||
Total revenue
|
$
|
766,605
|
|
|
$
|
728,384
|
|
|
$
|
2,324,321
|
|
|
$
|
2,613,267
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States
|
$
|
683,850
|
|
|
$
|
644,445
|
|
|
$
|
2,072,893
|
|
|
$
|
2,358,622
|
|
International
|
82,755
|
|
|
83,939
|
|
|
251,428
|
|
|
254,645
|
|
||||
Total revenue
|
$
|
766,605
|
|
|
$
|
728,384
|
|
|
$
|
2,324,321
|
|
|
$
|
2,613,267
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Adjusted EBITDA from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic Pipelines & Terminals
|
$
|
152,785
|
|
|
$
|
120,979
|
|
|
$
|
423,245
|
|
|
$
|
376,042
|
|
Global Marine Terminals
|
110,705
|
|
|
80,593
|
|
|
325,710
|
|
|
233,716
|
|
||||
Merchant Services
|
8,159
|
|
|
2,592
|
|
|
23,909
|
|
|
13,797
|
|
||||
Adjusted EBITDA from continuing operations
|
$
|
271,649
|
|
|
$
|
204,164
|
|
|
$
|
772,864
|
|
|
$
|
623,555
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Income from continuing operations to Adjusted EBITDA from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
160,270
|
|
|
$
|
99,947
|
|
|
$
|
439,746
|
|
|
$
|
303,294
|
|
Less: Net (income) loss attributable to noncontrolling interests
|
(3,896
|
)
|
|
93
|
|
|
(11,803
|
)
|
|
794
|
|
||||
Income from continuing operations attributable to Buckeye Partners, L.P.
|
156,374
|
|
|
100,040
|
|
|
427,943
|
|
|
304,088
|
|
||||
Add: Interest and debt expense
|
48,476
|
|
|
43,413
|
|
|
144,093
|
|
|
127,097
|
|
||||
Income tax expense
|
308
|
|
|
240
|
|
|
896
|
|
|
720
|
|
||||
Depreciation and amortization (1)
|
63,472
|
|
|
54,830
|
|
|
188,220
|
|
|
164,204
|
|
||||
Non-cash unit-based compensation expense
|
8,853
|
|
|
6,597
|
|
|
22,912
|
|
|
17,578
|
|
||||
Acquisition and transition expense (2)
|
309
|
|
|
82
|
|
|
479
|
|
|
2,942
|
|
||||
Litigation contingency accrual (3)
|
—
|
|
|
1,729
|
|
|
—
|
|
|
15,229
|
|
||||
Less: Amortization of unfavorable storage contracts (4)
|
(443
|
)
|
|
(2,767
|
)
|
|
(5,979
|
)
|
|
(8,303
|
)
|
||||
Gains on property damage recoveries (5)
|
(5,700
|
)
|
|
—
|
|
|
(5,700
|
)
|
|
—
|
|
||||
Adjusted EBITDA from continuing operations
|
$
|
271,649
|
|
|
$
|
204,164
|
|
|
$
|
772,864
|
|
|
$
|
623,555
|
|
(1)
|
Includes
100%
of the depreciation and amortization expense of
$18.5 million
and
$12.2 million
for Buckeye Texas for the
three months ended September 30, 2016
and
2015
, respectively, and
$52.5 million
and
$34.7 million
for the
nine months ended September 30, 2016
and
2015
, respectively.
|
(2)
|
Represents transaction costs, costs for transitional employees, and other employee and third-party costs related to the integration of acquired assets.
|
(3)
|
Represents reductions in revenue related to settlement of a Federal Energy Regulatory Commission proceeding.
|
(4)
|
Represents amortization of negative fair value allocated to certain unfavorable storage contracts acquired in connection with the BBH acquisition.
|
(5)
|
Represents recoveries of property damages caused by third parties, primarily related to an allision with a ship dock at our terminal located in Pennsauken, New Jersey.
|
|
Nine Months Ended
September 30, |
||||||
|
2016
|
|
2015
|
||||
Cash paid for interest (net of capitalized interest)
|
$
|
141,140
|
|
|
$
|
126,203
|
|
Cash paid for income taxes
|
670
|
|
|
1,562
|
|
||
Capitalized interest
|
3,142
|
|
|
16,897
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
766,605
|
|
|
$
|
728,384
|
|
|
$
|
2,324,321
|
|
|
$
|
2,613,267
|
|
Costs and expenses
|
560,378
|
|
|
584,824
|
|
|
1,747,943
|
|
|
2,186,886
|
|
||||
Operating income
|
206,227
|
|
|
143,560
|
|
|
576,378
|
|
|
426,381
|
|
||||
Other expense, net
|
(45,649
|
)
|
|
(43,373
|
)
|
|
(135,736
|
)
|
|
(122,367
|
)
|
||||
Income from continuing operations before taxes
|
160,578
|
|
|
100,187
|
|
|
440,642
|
|
|
304,014
|
|
||||
Income tax expense
|
(308
|
)
|
|
(240
|
)
|
|
(896
|
)
|
|
(720
|
)
|
||||
Income from continuing operations
|
160,270
|
|
|
99,947
|
|
|
439,746
|
|
|
303,294
|
|
||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(857
|
)
|
||||
Net income
|
160,270
|
|
|
99,947
|
|
|
439,746
|
|
|
302,437
|
|
||||
Less: Net (income) loss attributable to noncontrolling interests
|
(3,896
|
)
|
|
93
|
|
|
(11,803
|
)
|
|
794
|
|
||||
Net income attributable to Buckeye Partners, L.P.
|
$
|
156,374
|
|
|
$
|
100,040
|
|
|
$
|
427,943
|
|
|
$
|
303,231
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Adjusted EBITDA from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic Pipelines & Terminals
|
$
|
152,785
|
|
|
$
|
120,979
|
|
|
$
|
423,245
|
|
|
$
|
376,042
|
|
Global Marine Terminals
|
110,705
|
|
|
80,593
|
|
|
325,710
|
|
|
233,716
|
|
||||
Merchant Services
|
8,159
|
|
|
2,592
|
|
|
23,909
|
|
|
13,797
|
|
||||
Adjusted EBITDA from continuing operations
|
$
|
271,649
|
|
|
$
|
204,164
|
|
|
$
|
772,864
|
|
|
$
|
623,555
|
|
Reconciliation of Income from continuing operations to Adjusted EBITDA and Distributable cash flow:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
160,270
|
|
|
$
|
99,947
|
|
|
$
|
439,746
|
|
|
$
|
303,294
|
|
Less: Net (income) loss attributable to noncontrolling interests
|
(3,896
|
)
|
|
93
|
|
|
(11,803
|
)
|
|
794
|
|
||||
Income from continuing operations attributable to Buckeye Partners, L.P.
|
156,374
|
|
|
100,040
|
|
|
427,943
|
|
|
304,088
|
|
||||
Add: Interest and debt expense
|
48,476
|
|
|
43,413
|
|
|
144,093
|
|
|
127,097
|
|
||||
Income tax expense
|
308
|
|
|
240
|
|
|
896
|
|
|
720
|
|
||||
Depreciation and amortization (1)
|
63,472
|
|
|
54,830
|
|
|
188,220
|
|
|
164,204
|
|
||||
Non-cash unit-based compensation expense
|
8,853
|
|
|
6,597
|
|
|
22,912
|
|
|
17,578
|
|
||||
Acquisition and transition expense (2)
|
309
|
|
|
82
|
|
|
479
|
|
|
2,942
|
|
||||
Litigation contingency accrual (3)
|
—
|
|
|
1,729
|
|
|
—
|
|
|
15,229
|
|
||||
Less: Amortization of unfavorable storage contracts (4)
|
(443
|
)
|
|
(2,767
|
)
|
|
(5,979
|
)
|
|
(8,303
|
)
|
||||
Gains on property damage recoveries (5)
|
(5,700
|
)
|
|
—
|
|
|
(5,700
|
)
|
|
—
|
|
||||
Adjusted EBITDA from continuing operations
|
$
|
271,649
|
|
|
$
|
204,164
|
|
|
$
|
772,864
|
|
|
$
|
623,555
|
|
Less: Interest and debt expense, excluding amortization of deferred financing costs, debt discounts and other
|
(44,268
|
)
|
|
(39,197
|
)
|
|
(131,465
|
)
|
|
(114,450
|
)
|
||||
Income tax expense, excluding non-cash taxes
|
(308
|
)
|
|
(240
|
)
|
|
(896
|
)
|
|
(720
|
)
|
||||
Maintenance capital expenditures (6)
|
(33,094
|
)
|
|
(29,129
|
)
|
|
(84,541
|
)
|
|
(72,143
|
)
|
||||
Distributable cash flow from continuing operations
|
$
|
193,979
|
|
|
$
|
135,598
|
|
|
$
|
555,962
|
|
|
$
|
436,242
|
|
(1)
|
Includes 100% of the depreciation and amortization expense of
$18.5 million
and
$12.2 million
for Buckeye Texas for the
three months ended September 30, 2016
and
2015
, respectively, and
$52.5 million
and
$34.7 million
for the
nine months ended September 30, 2016
and
2015
, respectively.
|
(2)
|
Represents transaction costs, costs for transitional employees, and other employee and third-party costs related to the integration of acquired assets.
|
(3)
|
Represents reductions in revenue related to settlement of a Federal Energy Regulatory Commission proceeding.
|
(4)
|
Represents amortization of negative fair value allocated to certain unfavorable storage contracts acquired in connection with the BBH acquisition.
|
(5)
|
Represents recoveries of property damages caused by third parties, primarily related to an allision with a ship dock at our terminal located in Pennsauken, New Jersey.
|
(6)
|
Represents expenditures that maintain the operating, safety and/or earnings capacity of our existing assets.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Domestic Pipelines & Terminals (average bpd in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Pipelines:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline
|
|
792.8
|
|
|
762.4
|
|
|
762.9
|
|
|
740.8
|
|
Jet fuel
|
|
380.2
|
|
|
370.5
|
|
|
364.7
|
|
|
360.6
|
|
Middle distillates (1)
|
|
265.1
|
|
|
301.4
|
|
|
279.0
|
|
|
340.8
|
|
Other products (2)
|
|
20.1
|
|
|
28.0
|
|
|
18.3
|
|
|
32.1
|
|
Total throughput
|
|
1,458.2
|
|
|
1,462.3
|
|
|
1,424.9
|
|
|
1,474.3
|
|
Terminals:
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput (3)
|
|
1,242.5
|
|
|
1,196.9
|
|
|
1,232.3
|
|
|
1,223.8
|
|
|
|
|
|
|
|
|
|
|
||||
Pipeline average tariff (cents/bbl)
|
|
86.1
|
|
|
84.4
|
|
|
85.6
|
|
|
83.6
|
|
|
|
|
|
|
|
|
|
|
||||
Global Marine Terminals (percent of capacity):
|
|
|
|
|
|
|
|
|
||||
Average capacity utilization rate (4)
|
|
99
|
%
|
|
97
|
%
|
|
99
|
%
|
|
95
|
%
|
|
|
|
|
|
|
|
|
|
||||
Merchant Services (in millions of gallons):
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales volumes
|
|
238.7
|
|
|
229.7
|
|
|
852.5
|
|
|
902.1
|
|
(1)
|
Includes diesel fuel and heating oil.
|
(2)
|
Includes liquefied petroleum gas, intermediate petroleum products and crude oil.
|
(3)
|
Includes throughput of two underground propane storage caverns.
|
(4)
|
Represents the ratio of contracted capacity to capacity available to be contracted. Based on total capacity (i.e., including out of service capacity), average capacity utilization rates are approximately
93%
and
85%
for the three months ended
September 30, 2016
and
2015
, respectively, and approximately
92%
and
83%
for the
nine months ended September 30, 2016
and
2015
, respectively.
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Cash provided by (used in):
|
|
|
|
|
|
|
||
Operating activities
|
|
$
|
549,773
|
|
|
$
|
502,431
|
|
Investing activities
|
|
(378,228
|
)
|
|
(425,999
|
)
|
||
Financing activities
|
|
(176,424
|
)
|
|
(77,559
|
)
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(4,879
|
)
|
|
$
|
(1,127
|
)
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Maintenance capital expenditures
|
|
$
|
84,541
|
|
|
$
|
72,143
|
|
Expansion and cost reduction
|
|
295,531
|
|
|
361,009
|
|
||
Total capital expenditures (1)
|
|
$
|
380,072
|
|
|
$
|
433,152
|
|
(1)
|
Amounts exclude the impact of accruals.
|
|
|
2016
|
||||||
|
|
Low
|
|
High
|
||||
Domestic Pipelines & Terminals:
|
|
|
|
|
|
|
||
Maintenance capital expenditures
|
|
$
|
75,000
|
|
|
$
|
80,000
|
|
Expansion and cost reduction
|
|
200,000
|
|
|
220,000
|
|
||
Total capital expenditures
|
|
$
|
275,000
|
|
|
$
|
300,000
|
|
|
|
|
|
|
||||
Global Marine Terminals:
|
|
|
|
|
|
|
||
Maintenance capital expenditures
|
|
$
|
35,000
|
|
|
$
|
40,000
|
|
Expansion and cost reduction
|
|
100,000
|
|
|
110,000
|
|
||
Total capital expenditures (1)
|
|
$
|
135,000
|
|
|
$
|
150,000
|
|
|
|
|
|
|
||||
Overall:
|
|
|
|
|
|
|
||
Maintenance capital expenditures
|
|
$
|
110,000
|
|
|
$
|
120,000
|
|
Expansion and cost reduction
|
|
300,000
|
|
|
330,000
|
|
||
Total capital expenditures
|
|
$
|
410,000
|
|
|
$
|
450,000
|
|
|
|
Commodity Instruments
|
|
Interest
Rate Swaps
|
|
Total
|
||||||
Fair value of contracts outstanding at January 1, 2016
|
|
$
|
78,129
|
|
|
$
|
—
|
|
|
$
|
78,129
|
|
Items recognized or settled during the period
|
|
(76,678
|
)
|
|
—
|
|
|
(76,678
|
)
|
|||
Fair value attributable to new deals
|
|
(5,944
|
)
|
|
1,052
|
|
|
(4,892
|
)
|
|||
Change in fair value attributable to price movements
|
|
(17,807
|
)
|
|
—
|
|
|
(17,807
|
)
|
|||
Change in fair value attributable to non-performance risk
|
|
246
|
|
|
—
|
|
|
246
|
|
|||
Fair value of contracts outstanding at September 30, 2016
|
|
$
|
(22,054
|
)
|
|
$
|
1,052
|
|
|
$
|
(21,002
|
)
|
Scenario
|
|
Resulting
Classification
|
|
Fair Value
|
||
Fair value assuming no change in underlying commodity prices (as is)
|
|
Asset
|
|
$
|
253,800
|
|
Fair value assuming 10% increase in underlying commodity prices
|
|
Asset
|
|
$
|
255,338
|
|
Fair value assuming 10% decrease in underlying commodity prices
|
|
Asset
|
|
$
|
252,262
|
|
Scenario
|
|
Resulting
Classification
|
|
Fair Value
|
||
Fair value assuming no change in underlying interest rates (as is)
|
|
Asset
|
|
$
|
1,052
|
|
Fair value assuming 10% increase in underlying interest rates
|
|
Asset
|
|
$
|
1,157
|
|
Fair value assuming 10% decrease in underlying interest rates
|
|
Asset
|
|
$
|
947
|
|
3.1
|
Amended and Restated Certificate of Limited Partnership of Buckeye Partners, L.P., dated as of February 4, 1998 (Incorporated by reference to Exhibit 3.2 of Buckeye Partners, L.P.’s Annual Report on Form 10-K for the year ended December 31, 1997).
|
|
|
3.2
|
Certificate of Amendment to Amended and Restated Certificate of Limited Partnership of Buckeye Partners, L.P., dated as of April 26, 2002 (Incorporated by reference to Exhibit 3.2 of Buckeye Partners, L.P.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002).
|
|
|
3.3
|
Certificate of Amendment to Amended and Restated Certificate of Limited Partnership of Buckeye Partners, L.P., dated as of June 1, 2004, effective as of June 3, 2004 (Incorporated by reference to Exhibit 3.3 of the Buckeye Partners, L.P.’s Registration Statement on Form S-3 filed June 16, 2004).
|
|
|
3.4
|
Certificate of Amendment to Amended and Restated Certificate of Limited Partnership of Buckeye Partners, L.P., dated as of December 15, 2004 (Incorporated by reference to Exhibit 3.5 of Buckeye Partners, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2004).
|
|
|
3.5
|
Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of November 19, 2010 (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.’s Current Report on Form 8-K filed November 22, 2010).
|
|
|
3.6
|
Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of January 18, 2011 (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.’s Current Report on Form 8-K filed on January 20, 2011).
|
|
|
3.7
|
Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of February 21, 2013 (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.’s Current Report on Form 8-K filed on February 25, 2013).
|
|
|
3.8
|
Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of October 1, 2013, (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.’s Current Report on Form 8-K filed on October 7, 2013).
|
|
|
3.9
|
Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of September 29, 2014, (Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.’s Current Report on Form 8-K filed on September 29, 2014).
|
|
|
10.1
|
Second Amendment to Revolving Credit Agreement dated as of September 30, 2016, by and among Buckeye Partners, L.P., Buckeye Energy Services LLC, Buckeye Caribbean Terminals LLC and Buckeye West Indies Holdings LP, as borrowers, the lenders party thereto and SunTrust Bank, as administrative agent (Incorporated by reference to Exhibit 10.1 of Buckeye Partners, L.P.’s Current Report on Form 8-K filed on October 3, 2016).
|
|
|
10.2
|
Term Loan Agreement dated as of September 30, 2016, by and among Buckeye Partners, L.P., as borrower, the lenders party thereto and SunTrust Bank, as administrative agent (Incorporated by reference to Exhibit 10.2 of Buckeye Partners, L.P.’s Current Report on Form 8-K filed on October 3, 2016).
|
|
|
*31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
*31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
**32.1
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
|
|
|
**32.2
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
|
|
|
*101.INS
|
XBRL Instance Document.
|
|
|
*101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
*101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
*101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
*101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
*101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
By:
|
BUCKEYE PARTNERS, L.P.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
By:
|
Buckeye GP LLC,
|
|
|
|
as General Partner
|
|
|
|
|
|
|
|
|
Date:
|
November 3, 2016
|
By:
|
/s/ Keith E. St.Clair
|
|
|
|
Keith E. St.Clair
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1 Year Buckeye Partners Chart |
1 Month Buckeye Partners Chart |
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