CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Cash flows from operating activities:
Net income	$ 114,664	[1]	$ 201,008	[2]	$ 141,637
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of equity investment	(34,727)
Value of ESOP shares released	1,183		4,745		1,641
Depreciation and amortization	119,534		59,590		54,699
Asset impairment expense					59,724
Goodwill impairment expense	169,560
Net changes in fair value of derivatives	(66,747)		(45,579)		20,531
Non-cash deferred lease expense	4,122		4,235		4,500
Amortization of unfavorable storage contracts	(7,562)
Earnings from equity investments	(10,434)		(11,363)		(12,531)
Distributions from equity investments	6,656		14,679		9,660
Equity plan modification expense			21,058
Amortization of other non-cash items	11,293		5,720		8,257
Change in assets and liabilities, net of amounts related to acquisitions:
Trade receivables	(29,684)		(43,109)		(44,112)
Construction and pipeline relocation receivables	(1,859)		7,292		7,406
Inventories	102,511		9,955		(177,309)
Prepaid and other current assets	(4,220)		16,368		(28,937)
Accounts payable	29,872		11,808		14,569
Accrued and other current liabilities	(16,312)		30,416		(1,296)
Other non-current assets	17,546		9,528		(9,916)
Other non-current liabilities	(1,504)		(3,872)		(861)
Net cash provided by operating activities	403,892		292,479		47,662
Cash flows from investing activities:
Capital expenditures	(305,324)	[3]	(77,699)	[3]	(87,309)	[3]
Acquisition of interest in equity investment	(5,723)		(13,512)
Contributions to equity investments					(3,870)
Acquisitions, net of cash acquired	(1,084,469)		(46,915)		(54,443)
Net proceeds for disposal of property, plant and equipment	237		23,938		1,419
Proceeds from the sale of equity investment	85,000
Net cash used in investing activities	(1,310,279)		(114,188)		(144,203)
Cash flows from financing activities:
Net proceeds from issuance of units	736,871				104,632
Proceeds from exercise of unit options	3,567		4,789		3,204
Issuance of long-term debt	647,530				273,210
Repayment of long term-debt	(1,525)		(6,178)		(6,294)
Borrowings under BPL Credit Facility	1,221,732		298,400		317,120
Repayments under BPL Credit Facility	(995,732)		(278,400)		(537,387)
Net borrowings (repayments) under BES Credit Facility	(33,100)		44,500		143,800
Debt issuance costs	(9,968)		(3,551)		(4,691)
Repayment of debt assumed in BORCO acquisition	(318,167)
Costs associated with agreement and plan of Merger	(1,356)		(16,427)
Distributions paid to noncontrolling partners of Buckeye Partners, L.P.	(8,872)		(195,564)		(180,008)
Proceeds from settlement of treasury lock	497
Distributions paid to partners of Buckeye GP Holdings L.P.			(49,808)		(40,752)
Distributions paid to unitholders	(335,730)
Net cash provided by (used in) financing activities	905,747		(202,239)		72,834
Net decrease in cash and cash equivalents	(640)		(23,948)		(23,707)
Cash and cash equivalents - Beginning of year	13,626		37,574		61,281
Cash and cash equivalents - End of year	$ 12,986		$ 13,626		$ 37,574

[1] The second quarter of 2011 includes a gain of $34.1 million, and the fourth quarter of 2011 includes subsequent dividend income of $0.6 million related to the sale of our equity interest in WT LPG (see Note 3). The third quarter of 2011 includes a $169.6 million goodwill impairment expense associated with the Natural Gas Storage segment (see Note 9).

[2] The fourth quarter of 2010 includes $21.1 million of non-cash compensation expense related to the modification of an equity compensation plan (see Note 18).

[3] Amounts exclude $14.3 million, $0.4 million and ($3.3) million of non-cash changes in accruals for capital expenditures for the years ended December 31, 2011, 2010 and 2009, respectively (see Note 26).