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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission file number 1-32963
 Buckeye GP Holdings L.P.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    11-3776228(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer
Identification number)One Greenway Plaza 
Suite 600
Houston, TX
    
    77046(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (832) 615-8600
 Securities registered pursuant to Section 12(b) of the Act:
 Title
of each class
    
    Name of each exchange on
which registeredCommon Units representing limited partnership interests
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
  o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
  
 PageExplanatory Note
    
    
    2PART IIItem 7.
    
    Managements Discussion and Analysis of Financial
Condition and
Results of Operations
    
    
    3PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    28EX-31.1EX-31.2
  1




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EXPLANATORY NOTE
     2




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PART II
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
    
    Overview of BGH;
    
    Overview of Buckeye;
    
    General Outlook for 2010;
    
    2009 Developments  discusses major items impacting our results in 2009;
    
    Results of Operations  discusses material year-to-year variances in the
consolidated statements of operations;
    
    Liquidity and Capital Resources  addresses available sources of liquidity and
capital resources and includes a discussion of our capital spending;
    
    Critical Accounting Policies and Estimates  presents accounting policies that are
among the most critical to the portrayal of our financial position and results of
operations;
    
    Other Items  includes information related to contractual obligations, off-balance
sheet arrangements, and other matters; and
    
    Recent Accounting Pronouncements.
   Overview of BGH
  
    
    the incentive distribution rights in Buckeye;
    
    the indirect ownership of the general partner interests in certain of Buckeyes
Operating Subsidiaries (representing an approximate 1% interest in each of such
Operating Subsidiaries);
    
    the general partner interests in Buckeye (representing 243,914 general partner units
(the GP Units), or an approximate 0.5% interest in Buckeye); and
    
    80,000 of Buckeyes LP Units.
  3




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Year Ended December 31,2009
    
    
    2008
    
    
    2007Incentive payments from Buckeye
    
    $
    45,739
    
    
    $
    38,895
    
    
    $
    29,978Distributions from the indirect 1% ownership in
certain of Buckeyes operating subsidiaries
    
    
    1,955
    
    
    
    1,131
    
    
    
    1,292Distributions from the ownership of 243,914 of
Buckeyes GP Units
    
    
    884
    
    
    
    835
    
    
    
    786Distributions from the ownership of 80,000 of
Buckeyes LP Units
    
    
    290
    
    
    
    274
    
    
    
    258$
    48,868
    
    
    $
    41,135
    
    
    $
    32,314
 Overview of Buckeye Partners, L.P.
    General Outlook for 2010
   4




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##### Table of Contents



2009 Developments
  Consolidated Statements of Operations
 
    
    In early 2009, we began a best practices review of our business and organization
structure to identify improved business practices, operating efficiencies and cost
savings in anticipation of changing needs in the energy markets. This review
culminated in the approval by the Board of Directors of Buckeye GP of an organizational
restructuring. The organizational restructuring included a workforce reduction of
approximately 230 employees, in excess of 20% of our workforce. The program was
initiated in the second quarter of 2009 and was substantially complete by the end of
2009. As part of the workforce reduction, we offered certain eligible employees the
option of enrolling in a voluntary early retirement program, which approximately 80
employees accepted. The remaining affected positions have been eliminated
involuntarily under our ongoing severance plan. Most terminations were effective as of
July 20, 2009. The restructuring also included the relocation of some employees
consistent with the goals of the reorganization. We have incurred $32.1 million of
expenses in connection with this organizational restructuring for the year ended
December 31, 2009. See Note 3 in the Notes to Consolidated Financial Statements for
further discussion.
    
    We recorded a non-cash charge of $59.7 million during the year ended December 31,
2009 related to an impairment of Buckeye NGL. During the second quarter of 2009, we
recorded a non-cash charge of $72.5 million. Effective January 1, 2010, we sold our
interest in Buckeye NGL for $22.0 million. The sales proceeds exceeded the previously
impaired carrying value of the NGL pipeline by $12.8 million resulting in the reversal
of $12.8 million of the previously recorded asset impairment expense in the fourth
quarter of 2009. The impairment and subsequent reversal is reflected within the
category Asset Impairment Expense on our consolidated statements of operations. See
Note 8 in the Notes to Consolidated Financial Statements for further discussion.
    
    We experienced a delay in the startup of the Kirby Hills Phase II expansion project
in our Natural Gas Storage segment, which we initially expected to occur in April 2009.
The project was ultimately placed into service in June 2009.
    
    We experienced lower Pipeline Operations product transportation volumes of 5.2% in
2009 as compared to 2008, which resulted in an approximate $19.0 million reduction in
revenues.
    
    We recorded a favorable property tax settlement of $7.2 million from the City of New
York in our Pipeline Operations segment, which is reflected within the category Total
costs and expenses in our consolidated statements of operations.
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Consolidated Balance Sheet and Capital Structure
 
    
    We completed an acquisition in 2009 of certain refined petroleum product terminals
and pipeline assets from ConocoPhillips for approximately $54.4 million that was
financed with borrowings under Buckeyes Credit Facility.
    
    We incurred capital expenditures for internal growth projects of $63.8 million.
    
    We sold $275.0 million aggregate principal amount of 5.500% Notes due 2019 for net
proceeds of $271.4 million in an underwritten public offering.
    
    We issued approximately 3.0 million of Buckeyes LP Units in 2009 for net proceeds
of approximately $104.6 million in an underwritten public offering.
    
    We amended the BES Credit Agreement to increase the borrowing capacity from $175.0
million to $250.0 million. Buckeyes Credit Facility was also amended to reduce the
borrowing capacity from $600.0 million to $580.0 million.
 Results of Operations
  
    
    Interest of noncontrolling partners in Buckeye  Our consolidated balance sheets
include a noncontrolling interests capital account that reflects the proportion of
Buckeye owned by its partners other than us. Similarly, the ownership interests in
Buckeye held by its partners other than us are reflected in our consolidated statements
of operations as income attributable to noncontrolling interest. These noncontrolling
interest accounts are not reflected in Buckeyes consolidated financial statements.
    
    Our capital structure  In addition to incorporating the assets and liabilities of
Buckeye, our consolidated balance sheets include our own indebtedness and related debt
placement costs, and the partners capital on our consolidated balance sheets represent
our partners capital as opposed to the capital reflected in Buckeyes balance sheets,
which reflects the ownership interest of all its partners, including its owners other
than us or Services Company. Consequently, our consolidated statements of operations
reflect additional interest expense, interest income and debt amortization expense that
is not reflected in Buckeyes consolidated financial statements.
    
    Inclusion of Services Company  The financial statements of Services Company, which
employs the employees who manage and operate our assets, are consolidated into our
financial statements. The consolidated financial statements of Buckeye do not include
the financial statements of Services Company.
    
    Our general and administrative expenses  We incur general and administrative
expenses that are independent from Buckeyes operations and are not reflected in
Buckeyes consolidated financial statements.
    
    Elimination of intercompany transactions  Intercompany obligations and payments
among Buckeye and its consolidated subsidiaries, us and Services Company are reflected
in Buckeyes consolidated financial statements but are eliminated in our consolidated
financial statements.
 6




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Consolidated Summary
   Year Ended December 31,2009
    
    
    2008
    
    
    2007Revenues
    
    $
    1,770,372
    
    
    $
    1,896,652
    
    
    $
    519,347Costs and expenses
    
    
    1,566,572
    
    
    
    1,650,160
    
    
    
    323,994Operating income
    
    
    203,800
    
    
    
    246,492
    
    
    
    195,353Other expense
    
    
    (74,694
    )
    
    
    (73,857
    )
    
    
    (50,231
    )Income before earnings from equity investments
    
    
    129,106
    
    
    
    172,635
    
    
    
    145,122Earnings from equity investments
    
    
    12,531
    
    
    
    7,988
    
    
    
    7,553Net income
    
    
    141,637
    
    
    
    180,623
    
    
    
    152,675Less: net income attributable to noncontrolling interest
    
    
    (92,043
    )
    
    
    (154,146
    )
    
    
    (129,754
    )Net income attributable to Buckeye GP Holdings L.P.
    
    $
    49,594
    
    
    $
    26,477
    
    
    $
    22,921Earnings per partnership unit  diluted
    
    $
    1.75
    
    
    $
    0.94
    
    
    $
    0.81
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##### Table of Contents



Segment Results
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Revenues:Pipeline Operations
    
    $
    392,667
    
    
    $
    387,267
    
    
    $
    379,345Terminalling and Storage
    
    
    136,576
    
    
    
    119,155
    
    
    
    103,782Natural Gas Storage
    
    
    99,163
    
    
    
    61,791
    
    
    
    Energy Services
    
    
    1,125,013
    
    
    
    1,295,925
    
    
    
    Development and Logistics
    
    
    34,136
    
    
    
    43,498
    
    
    
    36,220Intersegment
    
    
    (17,183
    )
    
    
    (10,984
    )
    
    
    Total revenues
    
    $
    1,770,372
    
    
    $
    1,896,652
    
    
    $
    519,347Total costs and expenses: (1)Pipeline Operations
    
    $
    298,710
    
    
    $
    237,918
    
    
    $
    232,468Terminalling and Storage
    
    
    75,492
    
    
    
    67,022
    
    
    
    63,200Natural Gas Storage
    
    
    68,589
    
    
    
    29,556
    
    
    
    Energy Services
    
    
    1,111,927
    
    
    
    1,290,020
    
    
    
    Development and Logistics
    
    
    29,037
    
    
    
    36,628
    
    
    
    28,326Intersegment
    
    
    (17,183
    )
    
    
    (10,984
    )
    
    
    Total costs and expenses
    
    $
    1,566,572
    
    
    $
    1,650,160
    
    
    $
    323,994Depreciation and amortization:Pipeline Operations
    
    $
    35,533
    
    
    $
    35,188
    
    
    $
    32,996Terminalling and Storage
    
    
    7,258
    
    
    
    6,051
    
    
    
    5,610Natural Gas Storage
    
    
    5,971
    
    
    
    4,599
    
    
    
    Energy Services
    
    
    4,204
    
    
    
    3,386
    
    
    
    Development and Logistics
    
    
    1,733
    
    
    
    1,610
    
    
    
    1,630Total depreciation and amortization
    
    $
    54,699
    
    
    $
    50,834
    
    
    $
    40,236Asset impairment expense:Pipeline Operations
    
    $
    59,724
    
    
    $
    
    
    
    $
    Reorganization expense:Pipeline Operations
    
    $
    26,127
    
    
    $
    
    
    
    $
    Terminalling and Storage
    
    
    2,735
    
    
    
    
    
    
    
    Natural Gas Storage
    
    
    495
    
    
    
    
    
    
    
    Energy Services
    
    
    1,207
    
    
    
    
    
    
    
    Development and Logistics
    
    
    1,493
    
    
    
    
    
    
    
    Total reorganization expense
    
    $
    32,057
    
    
    $
    
    
    
    $
    Operating Income:Pipeline Operations
    
    $
    93,957
    
    
    $
    149,349
    
    
    $
    146,878Terminalling and Storage
    
    
    61,084
    
    
    
    52,133
    
    
    
    40,581Natural Gas Storage
    
    
    30,574
    
    
    
    32,235
    
    
    
    Energy Services
    
    
    13,086
    
    
    
    5,905
    
    
    
    Development and Logistics
    
    
    5,099
    
    
    
    6,870
    
    
    
    7,894Total operating income
    
    $
    203,800
    
    
    $
    246,492
    
    
    $
    195,353
 
 (1)
    
    Includes depreciation and amortization, asset impairment expense and reorganization expense. 8




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Year Ended December 31,2009
    
    
    2008
    
    
    2007Attributable to Buckeye
    
    $
    1,561,929
    
    
    $
    1,643,031
    
    
    $
    317,267Elimination of Buckeye deferred charge
    
    
    (4,698
    )
    
    
    (4,698
    )
    
    
    (4,698
    )Net effect of ESOP charges
    
    
    1,952
    
    
    
    2,517
    
    
    
    5,069Attributable to BGH
    
    
    7,389
    
    
    
    9,310
    
    
    
    6,356Total costs and expenses
    
    $
    1,566,572
    
    
    $
    1,650,160
    
    
    $
    323,994
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Payroll and payroll benefits
    
    $
    4,620
    
    
    $
    5,000
    
    
    $
    3,975Professional fees
    
    
    635
    
    
    
    3,172
    
    
    
    1,485Other
    
    
    2,134
    
    
    
    1,138
    
    
    
    896Total
    
    $
    7,389
    
    
    $
    9,310
    
    
    $
    6,356
   9




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Year Ended December 31,2009
    
    
    2008
    
    
    2007Pipeline Operations:(average barrels per day)Gasoline
    
    
    650,100
    
    
    
    673,500
    
    
    
    717,900Distillate
    
    
    284,700
    
    
    
    304,200
    
    
    
    320,100Jet Fuel
    
    
    336,700
    
    
    
    354,700
    
    
    
    362,700LPGs
    
    
    16,500
    
    
    
    17,500
    
    
    
    19,300NGLs
    
    
    13,900
    
    
    
    20,900
    
    
    
    20,400Other products
    
    
    8,000
    
    
    
    11,400
    
    
    
    7,000Total Pipeline Operations
    
    
    1,309,900
    
    
    
    1,382,200
    
    
    
    1,447,400Terminalling and Storage:(average barrels per day)Products throughput (1)
    
    
    444,900
    
    
    
    457,400
    
    
    
    482,300Energy Services:(in thousands of gallons)Sales volumes (2)
    
    
    655,100
    
    
    
    435,200
    
    
    
    
 
 (1)
    
    Reported quantities exclude transfer volumes, which are non-revenue generating
transfers among our various terminals. For the years ended December 31, 2008 and 2007, we
previously reported 537.7 thousand and 568.6 thousand barrels, respectively, which included
transfer volumes.(2)
    
    Our Energy Services segment business was acquired on February 8, 2008. 2009 Compared to 2008
 Consolidated
    10




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Pipeline Operations
    11




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Terminalling and Storage
    Natural Gas Storage
    Energy Services
  12




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Development and Logistics
    2008 Compared to 2007
 Consolidated
   13




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Pipeline Operations
    14




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Terminalling and Storage
    Natural Gas Storage
    Energy Services
   15




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Development and Logistics
    Liquidity and Capital Resources
 BGH
    Buckeye
  16




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Debt
 BGH
  Services Company
  Buckeyes Outstanding Debt
  17




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
    
    $300.0 million of the 4.625% Notes due 2013 (the 4.625% Notes);
    
    $275.0 million of the 5.300% Notes due 2014 (the 5.300% Notes);
    
    $125.0 million of the 5.125% Notes due 2017 (the 5.125% Notes);
    
    $300.0 million of the 6.050% Notes due 2018 (the 6.050% Notes);
    
    $275.0 million of the 5.500% Notes due 2019;
    
    $150.0 million of the 6.750% Notes due 2033 (the 6.750% Notes);
    
    $78.0 million outstanding under Buckeyes Credit Facility; and
    
    $239.8 million outstanding under the BES Credit Agreement.
   Registration Statement
  Cash Flows from Operating, Investing and Financing Activities
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Cash provided by (used in):Operating activities
    
    $
    47,662
    
    
    $
    208,557
    
    
    $
    191,736Investing activities
    
    
    (144,203
    )
    
    
    (735,776
    )
    
    
    (108,605
    )Financing activities
    
    
    72,834
    
    
    
    494,014
    
    
    
    (8,865
    )
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Operating Activities
 2009 Compared to 2008
 
    
    We recognized $32.1 million of reorganization expenses in the 2009 period.
    
    The net change in fair values of derivatives was an increase of $20.5 million,
resulting from the decrease in value related to fixed-price sales contracts compared to
a lower level of opposite fluctuations in futures contracts purchased to hedge such
fluctuations.
    
    The net impact of working capital changes was a decrease of
$229.7 million to cash
flows from operating activities for the year ended December 31, 2009. The principal
factors affecting the working capital changes were:
 
    
    Inventories increased $177.3 million due to an increase in
inventory purchases within the Energy Services segment which are hedged with
futures contracts that expire primarily in the winter months. As a result of
energy market conditions, we significantly increased our physical inventory
purchases in 2009.
    
    Trade receivables increased $44.1 million primarily due to
increased activity from our Energy Services segment due to higher volumes in
the 2009 period.
    
    Prepaid and other current assets increased $28.9 million
primarily due to increases in prepaid services and unbilled revenue within the
Natural Gas Storage segment and an increase in receivables due to a favorable
property tax settlement, partially offset by a decrease in a receivable related
to ammonia purchases and a decrease in margin deposits on futures contracts in
our Energy Services segment.
    
    Accrued and other current liabilities increased $1.3 million
primarily due to costs related to the reorganization.
    
    Accounts payable increased $14.6 million due to activity within
the Energy Services segment.
    
    Construction and pipeline relocation receivables decreased $7.4
million primarily due to a decrease in construction activity in the 2009
period.
 2008 Compared to 2007
 
    
    Our net income increased $27.9 million for the year ended December 31, 2008 compared
with the year ended December 31 2007, primarily due to our acquisitions of Lodi Gas and
Farm & Home in 2008.
    
    The net change in fair values of derivatives was a decrease of $24.2 million,
resulting from the increase in value related to fixed-price sales contracts compared to
a lower level of opposite fluctuations in futures contracts purchased to hedge such
fluctuations. We did not utilize futures contracts to economically hedge a portion of
the fixed-price sales contracts because we had purchased inventory to fulfill a portion
of those commitments.
    
    The net impact of working capital changes was a decrease of $6.4 million to cash
flows from operations for the year ended December 31, 2008. The principal factors
affecting the working capital changes were:
 
    
    Prepaid and other current assets increased $27.8 million,
primarily due to an increase in a receivable related to ammonia purchases as
well as additional margin deposits associated with liabilities for derivative
instruments.
    
    Construction and pipeline relocation receivables increased $8.9
million due to an increase in construction activity in the latter part of 2008.
    
    Inventories increased $4.4 million due to inventory purchases
within the Energy Services segment.
    
    Accounts payable decreased $10.6 million due to activity within
the Energy Services segment since the acquisition of Farm & Home.
    
    Trade receivables decreased $36.1 million due to an increase in
collections within the Energy Services segment since the acquisition of Farm &
Home.
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
    
    Accrued and other current liabilities increased $9.3 million
primarily due to increases in accrued taxes, environmental liabilities and
interest expense.
 Investing Activities
 2009 Compared to 2008
 
    
    Cash used for acquisitions and equity investments, net of cash acquired, was $58.3
million for the year ended December 31, 2009, of which $54.4 million was used for the
acquisition of refined petroleum product terminals and pipeline assets from
ConocoPhillips. We also invested an additional $3.9 million in WT LPG in 2009. Cash
used for acquisitions and equity investments, net of cash acquired, was $667.5 million
for the year ended December 31, 2008, of which $438.8 million was used for the
acquisition of Lodi Gas, $143.3 million was used for the acquisition of Farm & Home and
an aggregate of $75.6 million was used for the acquisitions of four terminals in
Albany, New York, Niles and Ferrysburg, Michigan, and Wethersfield, Connecticut and
the acquisition of the remaining 50% member interest in Wespac  San Diego that we did
not already own. We also invested an additional $9.8 million in WT LPG in 2008. See
Note 4 in the Notes to Consolidated Financial Statements for further information.
    
    Capital expenditures decreased $33.2 million for the year ended December 31, 2009
compared with the year ended December 31, 2008. See below for a discussion of capital
spending.
    
    Cash proceeds from the sale of the retail operations of Farm & Home was $52.6
million.
 2008 Compared to 2007
 
    
    Cash used for acquisitions and equity investments, net of cash acquired was $667.5
million for the year ended December 31, 2008 as discussed above. Cash used for
acquisitions and equity investments, net of cash acquired was $40.7 million for the
year ended December 31, 2007, of which $39.8 million was used for the acquisition of
terminals and related assets and $0.9 million was used for an additional investment in
WT LPG. See Note 4 in the Notes to Consolidated Financial Statements for further
information.
    
    Capital expenditures increased $52.6 million for the year ended December 31, 2008
compared with the year ended December 31, 2007. See below for a discussion of capital
spending.
    
    Cash proceeds from the sale of the retail operations of Farm & Home was $52.6
million.
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Sustaining capital expenditures
    
    $
    23,496
    
    
    $
    28,936
    
    
    $
    33,838Expansion and cost reduction
    
    
    63,813
    
    
    
    91,536
    
    
    
    34,029Total
    
    $
    87,309
    
    
    $
    120,472
    
    
    $
    67,867
  20




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Financing Activities
 2009 Compared to 2008
 
    
    Borrowings were $317.1 million and $558.6 million and repayments were $537.4 million
and $260.3 million under Buckeyes Credit Facility in 2009 and 2008, respectively.
Repayments under the Services Company 3.60% ESOP Notes were $6.3 million in each of
2009 and 2008. There were no borrowings or repayments under the BGH Credit Agreement
in 2009 and 2008.
    
    Net borrowings under the BES Credit Agreement were $143.8 million in 2009, while net
repayments under the BES Credit Agreement (and its predecessor facility which was
replaced in May 2008) were $4.0 million in 2008.
    
    We received $271.4 million (net of debt issuance costs of $1.8 million) from
Buckeyes issuance in August 2009 of $275.0 million in aggregate principal amount of
the 5.500% Notes in an underwritten public offering. Proceeds from this offering were
used to reduce amounts outstanding under Buckeyes Credit Facility. We received $298.0
million from Buckeyes issuance in January 2008 of $300.0 million in aggregate
principal amount of the 6.050% Notes in an underwritten public offering. Proceeds from
this offering were used to partially pre-fund the Lodi Gas acquisition. In connection
with this debt offering, we settled two interest rate swaps associated with the 6.050%
Notes, which resulted in a settlement payment of $9.6 million that is being amortized
as interest expense over the ten-year term of the 6.050% Notes.
    
    We received $104.6 million in net proceeds from Buckeyes underwritten equity
offering in March 2009 from the public issuance of 3.0 million LP Units. In 2008, we
received $113.1 million in net proceeds from Buckeyes public issuance of 2.6 million
LP Units.
    
    Distributions to noncontrolling interests, consisting primarily of Buckeyes
distributions to holders of its LP Units, were $180.0 million in 2009 compared to
$159.3 million in 2008. The increase in distributions resulted primarily from
increases in Buckeyes per LP Unit distribution rate and the issuance of 3.0 million LP
Units in 2009.
    
    Cash distributions paid to our partners increased $6.4 million year-to-year due to
an increase in our quarterly cash distribution rate per Common Unit. We paid cash
distributions of $40.9 million ($1.44 per Common Unit) and $34.4 million ($1.22 per
Common Unit) during the years ended December 31, 2009 and 2008, respectively.
 2008 Compared to 2007
 
    
    Borrowings were $558.6 million and $155.0 million and repayments were $260.3 million
and $300.0 million under Buckeyes Credit Facility (and its predecessor facility) in
2008 and 2007, respectively. Repayments under the Services Company 3.60% ESOP Notes
were $6.3 million in 2008 and $6.0 million in 2007. Borrowings and repayments under
the BGH Credit Agreement were $2.5 million in 2007. There were no borrowings or
repayments under the BGH Credit Agreement in 2008.
 21




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##### Table of Contents




    
    Net repayments under the BES Credit Agreement (and its predecessor facility which
was replaced in May 2008) were $4.0 million in 2008.
    
    We received $298.1 million from Buckeyes issuance in January 2008 of $300.0 million
in aggregate principal amount of the 6.050% Notes in an underwritten public offering as
discussed above.
    
    We received $113.1 million in net proceeds from Buckeyes underwritten equity
offering in March 2008 from the public issuance of 2.6 million LP Units. In 2007, we
received $296.4 million in net proceeds from Buckeyes underwritten equity offerings in
March, August and December 2007 from the public issuance of 6.2 million LP Units.
    
    Distributions to noncontrolling interests, consisting primarily of Buckeyes
distributions to holders of its LP Units, were $159.3 million in 2008 compared to
$128.8 million in 2007. The increase in distributions resulted primarily from
increases in Buckeyes per LP Unit distribution rate and the issuance of 2.6 million LP
Units in 2008.
    
    Cash distributions paid to our partners increased $6.7 million year-to-year due to
an increase in our quarterly cash distribution rate per Common Unit. We paid cash
distributions of $34.4 million ($1.22 per Common Unit) and $27.7 million ($0.98 per
Common Unit) during the years ended December 31, 2008 and 2007, respectively.
 Derivatives
  Critical Accounting Policies
  Depreciation Methods, Estimated Useful Lives and Disposals of Property, Plant and Equipment
    22




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Reserves for Environmental Matters
   Fair Value of Derivatives
  23




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##### Table of Contents



Measuring the Fair Value of Goodwill
   Measuring Recoverability of Long-Lived Assets and Equity Method Investments
  24




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##### Table of Contents



Other Considerations
 Contractual Obligations
  Payments Due by PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsLong-term debt (1)
    
    $
    1,510,703
    
    
    $
    6,178
    
    
    $
    79,525
    
    
    $
    575,000
    
    
    $
    850,000Interest payments (2)
    
    
    709,646
    
    
    
    78,256
    
    
    
    156,512
    
    
    
    133,139
    
    
    
    341,739Operating leases: (3)Office space and other
    
    
    18,978
    
    
    
    1,528
    
    
    
    3,075
    
    
    
    3,178
    
    
    
    11,197Land leases (4)
    
    
    311,747
    
    
    
    2,945
    
    
    
    6,341
    
    
    
    6,951
    
    
    
    295,510Purchase obligations (5)
    
    
    32,480
    
    
    
    32,480
    
    
    
    
    
    
    
    
    
    
    
    Capital expenditure obligations (6)
    
    
    1,611
    
    
    
    1,611
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    2,585,165
    
    
    $
    122,998
    
    
    $
    245,453
    
    
    $
    718,268
    
    
    $
    1,498,446
 
 (1)
    
    We have long-term payment obligations under Buckeyes Credit Facility, Buckeyes
underwritten publicly issued notes and the 3.60% ESOP Notes. Amounts shown in the table
represent the scheduled future maturities of long-term debt principal for the periods
indicated. We have assumed that the borrowings under Buckeyes Credit Facility as of
December 31, 2009 will not be repaid until the maturity date of the facility. See Note 13
in the Notes to Consolidated Financial Statements for additional information regarding our
debt obligations.(2)
    
    Interest payments include amounts due on Buckeyes underwritten publicly issued notes
and interest payments and commitment fees due on Buckeyes Credit Facility. The interest
amount calculated on
Buckeyes Credit Facility is based on the assumption that the amount outstanding and the
interest rate charged both remain at their current levels. 25




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##### Table of Contents



(3)
    
    We lease certain property, plant and equipment under noncancelable and cancelable
operating leases. Amounts shown in the table represent minimum lease payment obligations
under our operating leases with terms in excess of one year for the periods indicated.
Lease expense is charged to operating expenses on a straight line basis over the period of
expected benefit. Contingent rental payments are expensed as incurred. Total rental
expense for the years ended December 31, 2009, 2008 and 2007 was $21.2 million, $20.2
million and $11.7 million, respectively.(4)
    
    We have leases for subsurface underground gas storage rights and surface rights in
connection with our operations in the Natural Gas Storage segment. We may cancel these
leases if the storage reservoir is not used for underground storage of natural gas or the
removal or injection thereof for a continuous period of two consecutive years. Lease
expense associated with these leases is being recognized on a straight line basis over 44
years. For the year ended December 31, 2009, the Natural Gas Storage segments lease
expense was $7.4 million, including $4.5 million recorded as an increase in our deferred
lease liability. We estimate that the deferred lease liability will continue to increase
through 2032, at which time our deferred lease liability is estimated to be approximately
$64.7 million. Our deferred lease liability will then be reduced over the remaining 19
years of the lease, since the expected annual lease payments will exceed the amount of
lease expense.(5)
    
    We have long and short-term purchase obligations for products and services with
third-party suppliers. The prices that we are obligated to pay under these contracts
approximate current market prices. The table shows our commitments and estimated payment
obligations under these contracts for the periods indicated. Our estimated future payment
obligations are based on the contractual price under each contract for products and
services at December 31, 2009.(6)
    
    We have short-term payment obligations relating to capital projects we have initiated.
These commitments represent unconditional payment obligations that we have agreed to pay
vendors for services rendered or products purchased.  Employee Stock Ownership Plan
    Off-Balance Sheet Arrangements
  26




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Related Party Transactions
  Recent Accounting Pronouncements
  27




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 (a)
    
    The following documents are filed as a part of this Report:
 (1)
    
    Financial Statements  see Index to Consolidated Financial Statements.(2)
    
    Financial Statement Schedules  None.(3)
    
    Exhibits, including those incorporated by reference. The following is a list of
exhibits filed as part of this Report.
 ExhibitNumber
    
    Description3.1
    
    Certificate of Limited Partnership of Buckeye GP Holdings L.P., dated
March 7, 2006 (Incorporated by reference to Exhibit 3.1 of Buckeye GP
Holdings L.P.s Registration Statement on Form S-1 filed on April 20,
2006).3.2
    
    First Amended and Restated Agreement of Limited Partnership of
Buckeye GP Holdings L.P., dated as of August 9, 2006 (Incorporated by
reference to Exhibit 3.1 of Buckeye GP Holdings L.P.s Form 8-K filed
on August 14, 2006).10.1
    
    Amended and Restated Contribution, Conveyance and Assumption
Agreement, dated as of August 9, 2006, among the limited partners of
MainLine L.P., MainLine L.P., Buckeye GP LLC, Buckeye GP Holdings
L.P., MainLine Management LLC, and MainLine GP, Inc. (Incorporated by
reference to Exhibit 10.1 of Buckeye GP Holdings L.P.s Current
Report on Form 8-K filed on August 14, 2006 ).10.2
    
    Indenture dated as of July 10, 2003, between Buckeye Partners, L.P.
and SunTrust Bank, as Trustee (Incorporated by reference to Exhibit
4.1 of Buckeye Partners, L.P.s Registration Statement on Form S-4
filed September 19, 2003).10.3
    
    First Supplemental Indenture dated as of July 10, 2003, between
Buckeye Partners, L.P. and SunTrust Bank, as Trustee (Incorporated by
reference to Exhibit 4.2 of Buckeye Partners, L.P.s Registration
Statement on Form S-4 filed September 19, 2003).10.4
    
    Second Supplemental Indenture dated as of August 19, 2003, between
Buckeye Partners, L.P. and SunTrust Bank, as Trustee (Incorporated by
reference to Exhibit 4.3 of Buckeye Partners, L.P.s Registration
Statement on Form S-4 filed September 19, 2003).10.5
    
    Third Supplemental Indenture dated as of October 12, 2004, between
Buckeye Partners, L.P. and SunTrust Bank, as Trustee (Incorporated by
reference to Exhibit 4.1 of Buckeye Partners, L.P.s Current Report
on Form 8-K filed on October 14, 2004).10.6
    
    Fourth Supplemental Indenture dated as of June 30, 2005, between
Buckeye Partners, L.P. and SunTrust Bank, as Trustee (Incorporated by
reference to Exhibit 4.1 of Buckeye Partners, L.P.s Current Report
on Form 8-K filed on June 30, 2005).10.7
    
    Fifth Supplemental Indenture dated as of January 11, 2008, between
Buckeye Partners, L.P. and U.S. Bank National Association (successor
to SunTrust Bank) (Incorporated by reference to Exhibit 4.1 of
Buckeye Partners, L.P.s Current Report on Form 8-K filed on January
11, 2008).10.8
    
    Sixth Supplemental Indenture dated as of August 18, 2009, between
Buckeye Partners, L.P. and U.S. Bank National Association
(successor-in-interest to SunTrust Bank), as Trustee (Incorporated by
reference to Exhibit 4.1 of Buckeye Partners, L.P.s Current Report
on Form 8-K filed on August 24, 2009).
 28




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##### Table of Contents



ExhibitNumber
    
    Description10.9
    
    Amended and Restated Agreement of Limited Partnership of Buckeye Partners,
L.P., dated as of April 14, 2008, effective as of January 1, 2007
(Incorporated by reference to Exhibit 3.1 of Buckeye Partners, L.P.s Current
Report on Form 8-K filed on April 15, 2008).10.10
    
    Amended and Restated Management Agreement between MainLine L.P. and Buckeye
Pipe Line Company, L.P., as amended and restated as of August 9, 2006
(Incorporated by reference to Exhibit 10.5 of Buckeye GP Holdings L.P.s
Current Report on Form 8-K filed on August 14, 2006). (1)10.11
    
    Services Agreement dated as of December 15, 2004, among Buckeye Partners,
L.P., certain of its subsidiaries and Buckeye Pipe Line Services Company
(Incorporated by reference to Exhibit 10.3 of Buckeye Partners L.P.s Current
Report on Form 8-K dated December 20, 2004).10.12
    
    First Amendment to Services Agreement, dated as of October 15, 2008, among
Buckeye Partners, L.P., Buckeye Pipe Line Services Company, and the subsidiary
partnerships and limited liability companies of Buckeye Partners, L.P. set
forth on the signature pages thereto. (Incorporated by reference to Exhibit
10.2 of Buckeye Partners L.P.s Current Report on Form 8-K dated October 16,
2008).10.13
    
    Fifth Amended and Restated Exchange Agreement, dated as of October 15, 2008,
among Buckeye GP Holdings L.P., Buckeye GP LLC, Buckeye Partners, L.P.,
MainLine L.P., Buckeye Pipe Line Company, L.P., Laurel Pipe Line Company,
L.P., Everglades Pipe Line Company, L.P., and Buckeye Pipe Line Holdings, L.P.
(Incorporated by reference to Exhibit 10.6 of Buckeye Partners L.P.s Annual
Report on Form 10-K for the year ended December 31, 2008).10.14
    
    Acknowledgement and Agreement, dated as of May 6, 2002, between Buckeye
Partners, L.P. and Glenmoor, Ltd. (Incorporated by reference to Exhibit 10.13
of Buckeye GP Holdings L.P.s Registration Statement on Form S-1 filed on
April 20, 2006).*10.15
    
    Amended and Restated Employment Agreement, dated October 25, 2007, by and
among Stephen C. Muther, Buckeye GP Holdings L.P. and Buckeye Pipe Line
Services Company (Incorporated by reference to Exhibit 10.1 of Buckeye GP
Holdings L.P.s Current Report on Form 8-K filed on October 26, 2007).*10.16
    
    Severance Agreement, dated as of November 10, 2008, by and among Buckeye
Partners, L.P., Buckeye GP Holdings L.P., Buckeye Pipe Line Services Company,
and Keith E. St.Clair (Incorporated by reference to Exhibit 10.1 of Buckeye GP
Holdings L.P.s Current Report on Form 8-K filed on November 10, 2008).*10.17
    
    Severance Agreement, dated as of February 17, 2009, by and among Buckeye
Partners, L.P., Buckeye Pipe Line Services Company, and Clark C. Smith
(Incorporated by reference to Exhibit 10.1 of Buckeye Partners, L.P.s Current
Report on Form 8-K filed on February 17, 2009).*10.18
    
    Amended and Restated Management Agreement, dated as of December 15, 2004,
among Buckeye GP LLC and MainLine Sub LLC (Incorporated by reference to
Exhibit 10.9 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on
December 20, 2004).*10.19
    
    Amended and Restated Unit Option and Distribution Equivalent Plan of Buckeye
Partners, L.P., dated as of April 24, 2002 (Incorporated by reference to
Exhibit 10.11 of Buckeye Partners, L.P.s Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2002).*10.20
    
    Amended and Restated Unit Option Loan Program of Buckeye Pipe Line Company
dated as of April 24, 2002 (Incorporated by reference to Exhibit 10.12 of
Buckeye Partners, L.P.s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002).*10.21
    
    Buckeye Partners, L.P. 2009 Long-Term Incentive Plan, as amended (Incorporated
by reference to Exhibit 10.1 of Buckeye Partners, L.P.s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2009).*10.22
    
    Buckeye Partners, L.P. Annual Incentive Compensation Plan, as amended and
restated, effective as of January 1, 2010 (Incorporated by reference to
Exhibit 10.13 of Buckeye Partners, L.P.s Annual Report on Form 10-K for the
year ended December 31, 2009).10.23
    
    Amended and Restated Executive Employment Agreement, dated as of August 9,
2006, among Buckeye GP LLC, MainLine Sub LLC, MainLine L.P., MainLine GP, Inc.
and Buckeye Pipe Line Services
 29




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##### Table of Contents



ExhibitNumber
    
    DescriptionCompany (Incorporated by reference to Exhibit
10.7 of Buckeye GP Holdings L.P.s Current Report on Form 8-K filed on August
14, 2006).*10.24
    
    Full Waiver and Release of Claims, dated as of Mary 8, 2009, by Vance E.
Powers (Incorporated by reference to Exhibit 10.1 of Buckeye Partners, L.P.s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009).10.25
    
    Termination Agreement, dated as of October 15, 2008, among Buckeye GP LLC,
Buckeye GP Holdings L.P., MainLine L.P., MainLine GP, Inc. and Buckeye Pipe
Line Services Company (Incorporated by reference to Exhibit 10.2 of Buckeye GP
Holdings L.P.s Current Report on Form 8-K filed on October 16, 2008).10.26
    
    Credit Agreement, dated as of August 9, 2006, among Buckeye GP Holdings L.P.,
as borrower, SunTrust Bank, as administrative agent, and the lenders signatory
hereto (Incorporated by reference to Exhibit 10.8 of Buckeye GP Holdings
L.P.s Current Report on Form 8-K filed on August 14, 2006).10.27
    
    First Amendment to Credit Agreement, dated as of May 18, 2007, by and among
Buckeye GP Holdings L.P., as borrower, SunTrust Bank, as administrative agent,
and the lenders signatory thereto (Incorporated by reference to Exhibit 10.2
of Buckeye GP Holdings L.P.s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2007).10.28
    
    Supplement to Pledge Agreement  Additional Pledgor, dated as of September
15, 2006, among Buckeye GP Holdings L.P., as borrower, SunTrust Bank, as
administrative agent, and the lenders signatory hereto (Incorporated by
reference to Exhibit 10.9 of Buckeye GP Holdings L.P.s Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2006).10.29
    
    Credit Agreement, dated November 13, 2006, among Buckeye Partners, L.P., as
borrower, SunTrust Bank, as administrative agent, and the lenders signatory
thereto (Incorporated by reference to Exhibit 10.1 of Buckeye Partners, L.P.s
Current Report on Form 8-K filed on November 16, 2006).10.30
    
    First Amendment to Credit Agreement, dated as of May 18, 2007, by and among
Buckeye Partners, L.P., as borrower, SunTrust Bank, as administrative agent,
and the lenders signatory thereto (Incorporated by reference to Exhibit 10.1
of Buckeye GP Holdings L.P.s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2007).10.31
    
    Second Amendment to Credit Agreement, dated August 24, 2007, among Buckeye
Partners, L.P., SunTrust Bank, as administrative agent, and the lenders
signatory thereto (Incorporated by reference to Exhibit 10.1 of Buckeye GP
Holdings L.P.s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2007).10.32
    
    Third Amendment to Credit Agreement, dated January 23, 2008, among Buckeye
Partners, L.P., SunTrust Bank, as administrative agent, and the lenders
signatory thereto (Incorporated by reference to Exhibit 10.1 of Buckeye
Partners L.P.s Current Report on Form 8-K filed on January 28, 2008).10.33
    
    Fourth Amendment to Credit Agreement, dated August 21, 2009, among Buckeye
Partners, L.P., SunTrust Bank, as administrative agent, and the lenders
signatory thereto (Incorporated by reference to Exhibit 10.2 of Buckeye
Partners, L.P.s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2009).10.34
    
    Credit Agreement, dated as of May 20, 2008, by and among Farm & Home Oil
Company LLC, Buckeye Energy Services LLC, BNP Paribas and other lenders party
thereto (Incorporated by reference to Exhibit 10.1 of Buckeye Partners L.P.s
Current Report on Form 8-K filed on May 23, 2008).10.35
    
    First Amendment, dated as of July 18, 2008, to the Credit Agreement, dated as
of May 20, 2008, among Farm & Home Oil Company LLC, Buckeye Energy Services
LLC, BNP Paribas and other lenders party thereto (Incorporated by reference to
Exhibit 10.1 of Buckeye Partners L.P.s Current Report on Form 8-K filed on
July 22, 2008).10.36
    
    Second Amendment, dated as of September 15, 2008, to the Credit Agreement,
dated as of May 20, 2008, among Farm & Home Oil Company LLC, Buckeye Energy
Services LLC, BNP Paribas and other lenders party thereto (Incorporated by
reference to Exhibit 10.1 of Buckeye Partners L.P.s Annual Report on Form
10-K for the year ended December 31, 2008).
 30




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##### Table of Contents



ExhibitNumber
    
    Description10.37
    
    Third Increase Agreement and Waiver, dated as of August 12, 2009, to the
Credit Agreement, dated as of May 20, 2008, among Buckeye Energy Services LLC,
BNP Paribas and other lenders party thereto (Incorporated by reference to
Exhibit 10.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on
August 14, 2009).***21.1
    
    Subsidiaries of the Registrant***23.1
    
    Consent of Deloitte & Touche LLP**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.
 
 *
    
    Represents management contract or compensatory plan or arrangement.**
    
    Filed herewith.***
    
    Previously filed.(1)
    
    The Amended and Restated Management Agreement between MainLine L.P. and each of Everglades
Pipe Line Company, L.P., Laurel Pipe Line Company, L.P. and Buckeye Pipe Line Holdings, L.P.
are not filed because they are identical to Exhibit 10.9 except for the identity of the
partnership. (b)
    
    Exhibits  See Item 15(a)(3) above.
 31




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##### Table of Contents



Buckeye GP Holdings L.P.
(Registrant)By:
    MainLine Management LLC,as General PartnerDated: August 26, 2010
    By:
    /s/ Forrest E. WylieForrest E. WylieChief Executive Officer
(Principal Executive Officer) 32