Buckeye Partners, L.P.2004 ANNUAL REPORT Buckeye Partners, L.P.

Buckeye Partners, L.P., through its subsidiary partnerships, is one of the nation’s largestindependent pipeline common carriers of refined petroleum products with nearly 4,500 miles of pipeline. The Partnership also provides bulk storage services at terminals in Illinois, Indiana,Massachusetts, Michigan, Missouri, New York, Ohio and Pennsylvania and operates approxi-mately 1,300 miles of pipeline under agreement with chemical companies.

OPERATING SYSTEMS LegendBuckeye Pipe Line Company, L.P.Buckeye Gulf Coast Pipe Lines, L.P.Everglades Pipe Line Company, L.P.Laurel Pipe Line Company, L.P.Norco Pipe Line Company, LLCWood River Pipe Lines, LLCBuckeye Terminals, LLCDelivery point to customers’ marketing terminals

West Shore Pipeline CompanyWest Texas LPG Pipeline Limited Partnership

JOINT VENTURE INTERESTS

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BUCKEYE GP LLCDirectorsWilliam H. Shea, Jr.

Chairman of the BoardDirector since 2000

Brian F. Billings 1

Director since 1986

Michael B. Hoffman

Director since 2004

Edward F. Kosnik 1 2

Director since 1986

Joseph A. LaSala, Jr. 1

Director since 2001

David M. Leuchen

Director since 2004

Jonathan O’Herron 1 2

Director since 1997

Frank S. Sowinski

Director since 2001

Andrew W. Ward 2

Director since 20041

Member of Audit Committee2

Member of Finance Committee

OfficersWilliam H. Shea, Jr.

President and Chief Executive Officer

Stephen C. Muther

Senior Vice PresidentAdministration General Counsel and Secretary

Robert B. Wallace

Senior Vice President Finance and Chief Financial Officer

Eric Gustafson

Senior Vice President – Operations and Technology (effective 1/1/2005)

PARTNERSHIP INFORMATIONPartnership CharacteristicsAs a publicly traded partnership, Buckeye Partners, L.P. differs in several ways from

stock corporations:

• A partner in a publicly traded partnership owns units of the partnership rather than

shares of stock and receives cash distributions rather than dividends. The cash distribu-

tions are not taxable as long as the partner’s tax basis in the partnership exceeds zero.

• Generally, a corporation is subject to federal and state income taxes but a partnership

is not. All of the income, gains, losses and deductions of a partnership are passed

through to its partners who are required to show their allocated share of these

amounts on their personal income tax returns.

• While a holder of corporate stock receives a Form 1099 each year detailing required

tax data, a unit holder of a partnership receives a tax reporting package including

Schedule K-1 and other forms to file with their income tax return. This tax reporting

package shows a partner’s allocable share of the partnership’s income, gains, losses

and deductions.

• Compared to corporate form of organization, the partnership form enables Buckeye

to distribute to investors a greater percentage of cash generated by the business.

Investor InformationFor more information about the Partnership please contact:

Buckeye Partners, L.P.

Stephen R. Milbourne

Manager, Investor Relations

5 Radnor Corporate Center, Suite 500

100 Matsonford Road Radnor, PA 19087

(800) 422-2825

smilbourne@buckeye.com

or visit us on the Web at: www.buckeye.com

Partnership OfficeBuckeye Partners, L.P.

Post Office Box 368

5002 Buckeye Road, Emmaus, PA 18049

(484) 232-4000

Transfer Agent and RegistrarEquiServe Trust Company, N.A.

Post Office Box 43069, Providence, RI 02940-3069

www.equiserve.com

(800) 519-3111

Unitholder Tax InformationPricewaterhouse Coopers, LLP

K-1 Support

P.O. Box 799060, Dallas, TX 75379

(800) 230-7224

Equal OpportunityBuckeye Partners, L.P. provides equal opportunity in all aspects of employment without

regard to race, color, creed, religion, ancestry, national origin, gender, age, disability,

veteran status, and martial status.

Design: Sundberg & Associates, New York, NY Photography: Roger Tully Officers portrait: Ed Wheeler

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2004 2003 2002 2001 2000 1999 1998 1997 1996 1995

FINANCIAL DATA(millions,except per unit)

Revenue $323.5 $272.9 $247.3 $232.4 $208.6 $200.8 $184.5 $185.0 $183.0 $183.5

Operating income $122.1 $109.3 102.4 98.3 91.5 95.9 74.4 72.1 68.8 71.5

Income from continuing operations $82.9 $30.2 71.9 69.4 64.5 71.1 52.0 6.4 49.3 49.8

Net income1

$82.9 $30.2 71.9 69.4 96.3 76.3 52.0 6.4 49.3 49.8

Per unit:2

Income from continuing operations $2.76 $1.05 $2.65 $2.56 $2.38 $2.63 $1.93 $0.25 $2.03 $2.05

Net income $2.76 $1.05 $2.65 $2.56 $3.56 $2.82 $1.93 $0.25 $2.03 $2.05

Cash distributions $2.64 $2.54 $2.50 $2.45 $2.40 $2.18 $2.10 $1.72 $1.50 $1.40

OPERATING DATADaily pipeline volumes

(thousand barrels per day) 1,200.6 1,136.4 1,101.4 1,090.4 1,061.5 1,056.1 1,031.2 1,024.0 1,007.1 1,009.8

Barrel miles (billions) 56.0 52.6 51.6 50.3 47.5 47.1 44.3 44.1 43.9 44.3

Average tariff rate

(cents per barrel) 55.8 55.0 53.3 51.9 50.4 50.1 48.8 49.0 49.3 48.7

1 2003 includes a charge on early extinguishment of debt of $45.5 million; 2000 includes earnings from discontinued operations of $5.7 million plus a gain on the sale of discontinued operations

of $26.2 million; 1999 includes earnings from discontinued operations of $5.2 million; 1997 includes a charge on early extinguishment of debt of $42.4 million.

2 1997 to 1995 restated to reflect 2-for-1 unit split.

Financial and Operating Highlights

1,250

1,200

1,150

1,100

1,050

1,000

950

90095 96 97 98 99 00 01 02 03 04

PIPELINE VOLUMEBarrels per Day in Thousands

130

120

110

100

90

80

70

60

95 96 97 98 99 00 01 02 03 04

OPERATING INCOMEDollars in Millions

160

140

120

100

80

60

40

20

095 96 97 98 99 00 01 02 03 04

TERMINAL THROUGHPUT VOLUMEBarrels per Day in Thousands

$2.75

$2.50

$2.25

$2.00

$1.75

$1.50

$1.25

$1.0095 96 97 98 99 00 01 02 03 04

CASH DISTRIBUTIONSDollars per Unit

4,500

4,250

4,000

3,750

3,500

3,250

3,000

2,750

2,50095 96 97 98 99 00 01 02 03 04

MILES OF PIPELINE

340

300

260

220

180

140

10095 96 97 98 99 00 01 02 03 04

REVENUEDollars in Millions

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2004 was another year of strong growth

and exciting change for Buckeye Partners.

Highlights of the year include:

• Excellent financial results with new

records for pipeline volumes, revenue,

operating income, and net income from

continuing operations

• Three increases in the level of cash distri-

butions paid to our unitholders, with

another increase announced in the first

quarter of 2005

• The purchase of the General Partner

by Carlyle/Riverstone Global Energy

Fund II, LP

• Acquisition of five refined petroleum

products pipelines and twenty-four

refined petroleum products terminals

from affiliates of Shell Oil Products US

FINANCIAL AND OPERATING RESULTSPartnership net income for 2004 was

$82.9 million or $2.76 per unit, compared

with 2003 net income before a special

charge related to the prepayment of long-

term debt of $75.6 million or $2.64 per unit

(2003 net income, which included the

$45.5 million special charge, was $30.2

million or $1.05 per unit). In 2004, pipeline

volumes increased by 64,200 barrels per

day, or 5.6 percent, and revenue increased

by $50.6 million, or 18.5 percent, to a record

$323.5 million. Operating income for 2004

increased by $12.8 million, or 11.7 percent,

to $122.1 million. These excellent financial

results add another year of strong growth

to Buckeye’s record of consistent financial

performance. These results were the basis

for the Board of Directors to approve three

increases in the quarterly cash distribu-

tions during 2004. A fourth increase in the

distribution was announced in the first

quarter of 2005.

NEW OWNER OF GENERAL PARTNERIn May, we welcomed Carlyle/Riverstone

as the new owner of the General Partner

of Buckeye. Riverstone’s representatives

Michael B. Hoffman, David M. Leuschen

and Andrew W. Ward were appointed to

our Board of Directors. Carlyle/Riverstone’s

experience in the energy industry, and its

relationship with investment banks and

other institutions active in the capital

markets, have already proven to be a

valuable resource in facilitating the growth

of the Partnership. We look forward to

working with the Carlyle/Riverstone team

as we build on our record of providing solid

financial returns to our unitholders.

ACQUISITIONS AND GROWTHOn October 1, 2004, we completed the

largest acquisition in Partnership history

with the addition of five refined products

pipelines and twenty-four petroleum

products terminals in the Midwestern

United States. The pipeline systems and

terminals were acquired from affiliates

of Shell Oil Products, US. The pipeline

systems originate in the St. Louis area

and connect to Buckeye’s existing pipeline

To Our Unitholders

These acquisitions fit well with our strategy ofowning and operating refined products pipelineand terminals that provide stable fee-based revenues by serving demand-oriented markets.

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system at several locations. Thesepipelines add approximately 900 miles to our system and significantly expand the Partnership’s service territory in theMidwest. The terminals, located in Indiana,Illinois, Michigan, Missouri and Ohio, addapproximately 9.3 million barrels of stor-age capacity, and more than triple our terminal throughput volumes. Integrationof these new assets into the Buckeye system has proceeded on schedule. Weexpect final integration to be completedduring the second quarter of 2005.

In January 2005, we also announced anagreement to purchase a major pipelinesystem and interests in five associatedproducts terminals from affiliates ofExxonMobil Corporation. The pipeline system originates at a refinery owned byValero in Paulsboro, New Jersey and servescustomers in Pennsylvania and New York.The pipelines complement the Partnership’sexisting infrastructure in the NortheasternUnited States. We plan to connect one ofthe acquired pipelines to our existingpipeline system in the vicinity of Allentown,Pennsylvania.This connection will provideincreased options and flexibility for our customers. The proposed acquisition isexpected to close in the first half of 2005,subject to regulatory approvals and othercustomary closing conditions.

Both of these acquisitions will pro-vide new growth opportunities forBuckeye. The acquisitions fit well withour strategy of owning and operatingrefined products pipeline and terminalsthat provide stable fee-based revenues by serving demand-oriented markets.We will continue to pursue growthopportunities which are consistent with

this strategy, and which will enhance thevalue of your investment in Buckeye.

ACKNOWLEDGEMENTS AND THANKSBuckeye’s success is the result of the con-tributions and hard work of many people.I am particularly grateful to our manage-ment team and employees; their ability,experience, dedication and hard workwere demonstrated once again this yearas we integrated the largest acquisition inBuckeye’s history while competently main-taining the daily operations of our existingpipelines and terminals. I am also pleasedto welcome the new employees that havejoined the Buckeye family to support theoperation and maintenance of the newlyacquired assets. We value the skills andconsiderable experience these newemployees bring to our workforce.

I would also like to thank our customersfor entrusting us with their business. We

appreciate their confidence in us. Weremain committed to providing them withreliable, safe, and cost-effective service.

On behalf of our Board of Directorsand employees, I would like to thank Mr.Alfred W. Martinelli for more than 45 yearsof service, wise guidance and counsel toBuckeye. Al ably served as Chairman of the Board from the formation of thePartnership in December 1986 until hisretirement in May 2004. We extend ourvery best wishes to Al for a healthy andhappy retirement.

Sincerely,

William H. Shea, Jr.Chairman of the Board of DirectorsBuckeye GP LLCAs General Partner

From Left to Right:

William H. Shea, Jr., President and Chief Executive

Officer and Chairman of the Board

Robert B. Wallace, Senior Vice President

Finance and Chief Financial Officer

Stephen C. Muther, Senior Vice President

Administration, General Counsel and Secretary

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2,000 Approximately two thousand tanktrucks load petroleum productseach day at terminals owned andoperated by Buckeye.

tank trucks

5 >

Buckeye Partners, L.P. is a publicly traded

master limited partnership that provides

pipeline transportation and refined petro-

leum products terminalling and storage

services through facilities that we own

and operate in the United States.

Buckeye provides pipeline transporta-

tion services principally in the Northeast

and upper Midwest states through our

pipeline operating subsidiaries, Buckeye

Pipe Line Company, L.P., Everglades Pipe Line

Company, L.P., Laurel Pipe Line Company, L.P.,

Norco Pipe Line Company, LLC and Wood

River Pipe Lines LLC. Buckeye operates one of

the nation’s largest independent common

carrier pipeline networks providing refiners,

wholesalers, marketers, airlines, railroads

and other commercial end-users with

dependable, all-weather transportation

of refined petroleum products. Buckeye’s

unique combination of experienced and

responsive professional staff, technical

expertise and modern transportation facili-

ties has earned the Partnership a reputation

for high-quality, safe, reliable and efficient

transportation services.

Buckeye provides terminalling and

refined products storage services through

Buckeye Terminals, LLC, and affiliate sub-

sidiaries. Buckeye Terminals owns and

operates 38 refined petroleum terminals

with an aggregate storage capacity

of approximately 15.4 million barrels in

Illinois, Indiana, Massachusetts, Michigan,

Missouri, New York, Ohio and Pennsylvania.

Buckeye also owns Buckeye Gulf

Coast Pipe Lines, L.P., which operates and

maintains pipelines under agreements

with major oil and chemical companies.

In addition, Buckeye is the largest stock-

holder of West Shore Pipe Line Company,

holds a 20% interest in West Texas LPG

Pipeline, L.P., and is a majority owner of

WesPac Pipelines, Ltd. WesPac specializes

in constructing and operating jet fuel

pipelines serving airport facilities.

BUSINESS STRATEGYBuckeye’s objective is to increase the

value of our unitholders’ investment by

consistently growing our cash flow and

the cash available for distribution to our

unitholders. Our business strategy to

accomplish this objective is to:

• Own and operate high-quality logistics

assets

• Increase throughput on our pipelines

and terminals that have available

capacity

• Expand our pipeline and terminals to

facilitate customer-generated growth

• Maintain and enhance the integrity

of our pipelines and terminals

• Focus on providing superior customer

service in order to remain the provider

of choice in markets served, and

• Pursue selective strategic acquisition

opportunities that complement our

existing asset base or provide entry

into new markets.

Partnership Overview

The average pipeline tariff ratecharged by Buckeye for transporting one gallon of petroleum product to its deliverydestination. Besides being thesafest mode, pipelines are also thecheapest and most efficient meansfor moving petroleum products toconsumption markets.

1.3¢

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PIPELINE OPERATIONSBuckeye owns and operates approximately

4,500 miles of pipelines serving approxi-

mately 100 delivery locations. The

Company transports refined petroleum

products including gasoline, jet fuel,

diesel fuel, heating oil and kerosene from

major supply sources to industry-owned

terminals located within major end-use

markets. Buckeye also transports other

refined products, such as propane and

butane, refinery feedstocks and blending

components. Transportation service is typi-

cally provided on a common carrier basis

under published tariffs for approximately

110 customers. Buckeye is not affiliated

with any major oil company and does not

own the material that it transports.

Buckeye provides an efficient and

vital transportation link between major

petroleum refining and supply locations

and consumption centers, including

major metropolitan areas. With pipeline

volumes driven primarily by demand in

the end-use markets it services, Buckeye’s

business is stable because it is geographi-

cally diversified, connected to many

different sources of supply, serves numer-

ous delivery locations and fosters strong

customer loyalty.

Buckeye’s Eastern MarketsBuckeye’s pipelines in the East Region

serve markets in New Jersey, Pennsylvania,

New York, Connecticut and Massachusetts.

On Buckeye Pipe Line Company, L.P.’s

eastern pipelines, most shipments origi-

nate in New York Harbor at Linden, New

Jersey. At Linden, receipts are handled from

numerous sources including connecting

pipelines, deepwater and bulk storage

terminals and local refineries. Over 3.0

million barrels of tankage at Buckeye’s

Linden station accommodate the staging

of product into Buckeye’s various out-

bound pipelines. From Linden, product

moves west to Macungie, Pennsylvania

or east to the three major New York City

airports (Kennedy, LaGuardia and Newark)

and commercial marketing terminals on

Long Island.

At Macungie nearly 2.0 million barrels

of tankage facilitate the shipment of

products to delivery points in central and

western Pennsylvania and central and

western New York State. Market areas

include Reading, Harrisburg, Altoona,

Pittsburgh and Scranton/ Wilkes-Barre in

Pennsylvania and Binghamton, Syracuse,

Utica, Rochester and Buffalo (through a

connecting carrier) in New York.

Buckeye also owns a pipeline that

originates in New Haven, Connecticut

and carries refined products to the

Hartford, Connecticut and Springfield,

Massachusetts areas, including Bradley

Buckeye delivered approximately100 million barrels of jet fuel lastyear to the 11 major airports in our service territory.

barrels100,000,000

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4,500milesWith the October 2004 purchase ofthe Wood River Pipe Lines, Buckeyeadded 895 miles of pipeline bringingthe system total to approximately4,500 miles.

8 >

Assuming an average fill-up of 15 gallons, Buckeye delivers enough gasolineto refuel approximately 2.1 million vehicles each day — 365 days a year.

2.1million

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International Airport in Connecticut and

Westover Air Force Base in Massachusetts.

Laurel Pipe Line Company, L.P.’s large

diameter pipeline transports product from

five refineries and connecting pipeline

carriers in southern New Jersey and

Philadelphia to delivery terminals across

Pennsylvania. Laurel is also connected to

a major interstate pipeline with access to

U. S. Gulf Coast refineries. Market areas

served by Laurel are primarily centered

around Reading, Harrisburg, Altoona and

Pittsburgh. Buckeye and Laurel facilities

are interconnected near Reading,

Pennsylvania, providing customers in

central and western Pennsylvania with

product supply flexibility and efficient

distribution from both the New York

Harbor and Philadelphia supply origins.

Buckeye’s Midwest MarketsIn the Midwest, Buckeye Pipe Line

Company, L.P. operates a network of

pipelines that transport a wide range of

refined products to markets in Indiana,

Michigan, Ohio and Pennsylvania. These

pipelines offer the flexibility of multiple

origin and delivery points. The heart of

the network is the north-south corridor

linking Lima and Toledo, Ohio with Detroit,

Michigan. Source points include refineries

at Whiting, Indiana; Detroit, Michigan;

and Lima and Toledo, Ohio. In addition,

Buckeye is connected to terminals and

pipelines with access to the U. S. Gulf

Coast. Major delivery areas in the Midwest

include Huntington and Indianapolis,

Indiana; Detroit, Flint, Owosso and Bay

City, Michigan; Columbus, Lima, Toledo

and Cleveland, Ohio; and Pittsburgh,

Pennsylvania.

In the Midwest, Buckeye also handles

liquefied petroleum gases (“LPG’s”) and

refinery feedstocks. LPG’s are transported

to Huntington, Indiana; Lima and Toledo,

Ohio; and Woodhaven, Michigan.

Feedstocks, such as naphtha and alky-

lates, are transported to refineries at

Lima, Toledo and Detroit.

Norco Pipe Line Company, LLC owns

and operates a 422-mile refined petroleum

products pipeline that runs from Hartsdale,

Indiana west to Galesburg, Illinois and east

to Toledo, Ohio, with two 11-mile pipelines

connecting major storage terminals in

Hartsdale and East Chicago, Indiana.

Norco’s major markets are Toledo, Ohio;

South Bend, Indiana; and Peoria, Illinois.

Wood River Pipe Lines LLC owns and

operates 5 pipelines which transport

refined petroleum products from the St.

Louis area to markets in Indiana, Illinois,

Missouri and Ohio. The 309-mile North

Line delivers refined products to the

Chicago area and other markets in Illinois

and Indiana, and connects to Buckeye Pipe

Line at East Chicago, Indiana. The 355-mile

East Line delivers refined products across

Illinois and Indiana and connects to

Buckeye Pipe Line at Lima, Ohio. The 191-

mile Two Rivers pipeline transports refined

products to Buckeye Terminals’ 1.3 million

barrel facility on the Ohio River in Mt.

Vernon, Indiana. The 24-mile ATF line deliv-

ers jet fuel to the Lambert-St. Louis Airport,

and the 16-mile St. Louis Line carries

refined products to terminals in St. Louis.

EvergladesEverglades Pipe Line Company, L.P. oper-

ates a 37-mile pipeline that transports

commercial aviation fuels from Port

Everglades, Florida to Fort Lauderdale-

Hollywood International Airport and

Miami International Airport.

10 >

Refined Products TransportedThe total long-haul volume of petroleum

products delivered during 2004 averaged

approximately 1,200,600 barrels per

day, which was 64,200 barrels per day,

or 5.6 percent above 2003 shipments.

GasolineApproximately 50 percent of Buckeye’s

deliveries are various grades of gasoline,

including regular, mid-grade, and

premium unleaded gasoline, natural

gasoline and other blend stocks.

Gasoline demand is largely related

to general economic activity.

DistillateDistillate volumes account for approxi-

mately 25 percent of Buckeye’s pipeline

volume and include diesel fuel, heating

oil and kerosene. Diesel fuel is used pre-

dominantly by over-the-road truck carriers

and demand largely depends on general

economic activity. Heating oil and

kerosene consumption are generally

used for space heating and demand is

more directly related to the weather.

Jet FuelBuckeye serves the airline industry

through direct connections to eight

major airports, as well as through indirect

connections to numerous other airports.

Buckeye also delivers military jet fuel to

various military bases. Approximately

23 percent of Buckeye’s pipeline deliveries

are jet fuel.

Other ProductsBuckeye also transports liquefied

petroleum gases and other specialty

products. LPGs, including butane and

propane, are used for space heating and

crop drying, as well as by refineries as

blending components. Feedstocks, such

as naphtha and alkylates, are used by

refineries in the production of gasoline

and other finished refined products.

These volumes are primarily transported

on Buckeye’s Midwest system, and

account for slightly more than 2 percent

of pipeline volumes.

TERMINAL OPERATIONSBuckeye Terminals, LLC significantly

increased the number of petroleum

storage and truck loading terminals it

owns and operates to a total of 38 active

facilities as part of the acquisition from

affiliates of Shell Oil Company in the

fourth quarter. The company now operates

terminals in the states of Missouri,

Indiana, Illinois, Michigan, New York, Ohio

and Pennsylvania. Volumes handled at

the truck loading terminals owned

throughout 2004 averaged 78,150 barrels

per day, an increase of 5,750 barrels per

day or 7.9% over the throughput handled

at the same terminals during 2003. In

addition, throughput averaging 82,600

barrels per day was handled during 2004

at the truck loading facilities acquired

from Shell during the calendar year.

During 2004, projects were completed

Buckeye has more than 750 highly skilled employees dedicated to providingsafe and reliable transportation and terminalling services to our customers.

750employees

11 >

1billiongallons of storage Buckeyes tanks have the capacity to

hold more the 25 million barrels ofpetroleum products; at 42 gallonsper barrel, that’s more than 1 billiongallons of storage.

at several of the company’s terminals to

upgrade automation systems, improve the

integrity of terminal assets, optimize use of

system capacity, and add new business or

improve customer service. The acquisition

of the assets from Shell significantly

increases Buckeye’s role in the terminal

industry and the company has invested

significantly in new resources and operat-

ing infrastructure to support this growing

component of its overall business.

CONTRACT PIPELINE OPERATIONS Buckeye Gulf Coast Pipe Lines, L.P. (“BGC”)

operates and/or maintains approximately

1,200 miles of gas and liquid pipelines in

the United States’ Gulf Coast area. BGC is

also the majority owner and operator of a

90-mile crude butadiene pipeline system

that extends from the Houston Ship

Channel to the Beaumont, Texas area.

BGC has contracts with owners of major

chemical plants to operate their pipelines,

and underground storage facilities. BGC

also owns pipelines which are leased to

third parties. BGC has an experienced

staff of engineering, construction and

operating personnel dedicated to provid-

ing superior and cost effective pipeline

and storage service to the oil and gas and

petrochemical industries. During 2004,

BGC completed a 14 mile pipeline from

Mont Belvieu, Texas to the Houston

ship channel area.

JOINT VENTURESAND MINORITYINTERESTSWesPac Pipelines Ltd.

(“WesPac”) is a joint

venture between

Buckeye and Kealine

Partners that owns

and operates

pipelines serving

the Reno/Tahoe

International Airport

in Nevada and the

San Diego Airport in

California. WesPac

focuses on building

pipelines directly to

airports to replace

trucking as the final

leg in the transporta-

tion chain. WesPac

identifies airports in high growth areas

that currently do not have direct pipeline

supply. During 2004, WesPac began

construction of a new pipeline and

terminal to serve customers at the

Memphis Airport in Tennessee.

Through its subsidiary Buckeye Pipe

Line Holdings, L.P., the Partnership owns

an approximate 25% equity interest in

West Shore Pipe Line Company and a

20% partnership interest in West Texas

LPG Pipeline Limited Partnership. West

Shore owns and operates a refined

products pipeline system that originates

in the Chicago, Illinois area and extends

north to Green Bay Wisconsin and north-

west to Madison,Wisconsin. West Texas

LPG owns and operates a natural gas

liquids pipeline system that delivers NGLs

to Mont Belvieu, Texas, from gathering

fields in West and Central Texas and

New Mexico, as well as NGLs transported

from the Rocky Mountain region via

connecting pipelines.

12 >

Buckeye has more than 230 thousand neighbors alongits rights-of-way in the communities where it operates.

230,000neıghbors

Buckeye Partners, L.P., through its subsidiary partnerships, is one of the nation’s largestindependent pipeline common carriers of refined petroleum products with nearly 4,500 miles of pipeline. The Partnership also provides bulk storage services at terminals in Illinois, Indiana,Massachusetts, Michigan, Missouri, New York, Ohio and Pennsylvania and operates approxi-mately 1,300 miles of pipeline under agreement with chemical companies.

OPERATING SYSTEMS LegendBuckeye Pipe Line Company, L.P.Buckeye Gulf Coast Pipe Lines, L.P.Everglades Pipe Line Company, L.P.Laurel Pipe Line Company, L.P.Norco Pipe Line Company, LLCWood River Pipe Lines, LLCBuckeye Terminals, LLCDelivery point to customers’ marketing terminals

West Shore Pipeline CompanyWest Texas LPG Pipeline Limited Partnership

JOINT VENTURE INTERESTS

2 >

BUCKEYE GP LLCDirectorsWilliam H. Shea, Jr.

Chairman of the BoardDirector since 2000

Brian F. Billings 1

Director since 1986

Michael B. Hoffman

Director since 2004

Edward F. Kosnik 1 2

Director since 1986

Joseph A. LaSala, Jr. 1

Director since 2001

David M. Leuchen

Director since 2004

Jonathan O’Herron 1 2

Director since 1997

Frank S. Sowinski

Director since 2001

Andrew W. Ward 2

Director since 20041

Member of Audit Committee2

Member of Finance Committee

OfficersWilliam H. Shea, Jr.

President and Chief Executive Officer

Stephen C. Muther

Senior Vice PresidentAdministration General Counsel and Secretary

Robert B. Wallace

Senior Vice President Finance and Chief Financial Officer

Eric Gustafson

Senior Vice President – Operations and Technology (effective 1/1/2005)

PARTNERSHIP INFORMATIONPartnership CharacteristicsAs a publicly traded partnership, Buckeye Partners, L.P. differs in several ways from

stock corporations:

• A partner in a publicly traded partnership owns units of the partnership rather than

shares of stock and receives cash distributions rather than dividends. The cash distribu-

tions are not taxable as long as the partner’s tax basis in the partnership exceeds zero.

• Generally, a corporation is subject to federal and state income taxes but a partnership

is not. All of the income, gains, losses and deductions of a partnership are passed

through to its partners who are required to show their allocated share of these

amounts on their personal income tax returns.

• While a holder of corporate stock receives a Form 1099 each year detailing required

tax data, a unit holder of a partnership receives a tax reporting package including

Schedule K-1 and other forms to file with their income tax return. This tax reporting

package shows a partner’s allocable share of the partnership’s income, gains, losses

and deductions.

• Compared to corporate form of organization, the partnership form enables Buckeye

to distribute to investors a greater percentage of cash generated by the business.

Investor InformationFor more information about the Partnership please contact:

Buckeye Partners, L.P.

Stephen R. Milbourne

Manager, Investor Relations

5 Radnor Corporate Center, Suite 500

100 Matsonford Road Radnor, PA 19087

(800) 422-2825

smilbourne@buckeye.com

or visit us on the Web at: www.buckeye.com

Partnership OfficeBuckeye Partners, L.P.

Post Office Box 368

5002 Buckeye Road, Emmaus, PA 18049

(484) 232-4000

Transfer Agent and RegistrarEquiServe Trust Company, N.A.

Post Office Box 43069, Providence, RI 02940-3069

www.equiserve.com

(800) 519-3111

Unitholder Tax InformationPricewaterhouse Coopers, LLP

K-1 Support

P.O. Box 799060, Dallas, TX 75379

(800) 230-7224

Equal OpportunityBuckeye Partners, L.P. provides equal opportunity in all aspects of employment without

regard to race, color, creed, religion, ancestry, national origin, gender, age, disability,

veteran status, and martial status.

Design: Sundberg & Associates, New York, NY Photography: Roger Tully Officers portrait: Ed Wheeler

Buckeye Partners, L.P.2004 ANNUAL REPORT Buckeye Partners, L.P.