##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2010
 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
    
    (IRS Employerincorporation or organization)
    
    Identification number)One Greenway PlazaSuite 600Houston, TX
    
    77046(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (832) 615-8600
 þ o
 o o
  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




---



##### 



TABLE OF CONTENTS
 PageExplanatory Note
    2PART I.  FINANCIALINFORMATIONItem 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    3PART II.  OTHER INFORMATIONItem 6.
    
    Exhibits
    17EX-31.1EX-31.2
  1




---



##### Table of Contents



EXPLANATORY NOTE
     2




---



##### Table of Contents



PART I.
FINANCIAL INFORMATION
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Cautionary Note Regarding Forward-Looking Statements
 This discussion contains various forward-looking statements and information that are based on
our beliefs, as well as assumptions made by us and information currently available to us. When
used in this document, words such as proposed, anticipate, project, potential, could,
should, continue, estimate, expect, may, believe, will, plan, seek, outlook and
similar expressions and statements regarding our plans and objectives for future operations are
intended to identify forward-looking statements. Although we believe that such expectations
reflected in such forward-looking statements are reasonable, we cannot give any assurances that
such expectations will prove to be correct. Such statements are subject to a variety of risks,
uncertainties and assumptions as described in more detail in Item 1A Risk Factors included in our
Annual Report on Form 10-K for the year ended December 31, 2009. If one or more of these risks or
uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may
vary materially from those anticipated, estimated, projected or expected. You should not put undue
reliance on any forward-looking statements. The forward-looking statements in this Quarterly
Report speak only as of the date hereof. Except as required by federal and state securities laws,
we undertake no obligation to publicly update or revise any forward-looking statements, whether as
a result of new information, future events or any other reason.
 Overview of Critical Accounting Policies and Estimates
  Overview of BGH
 we us our BGH Buckeye
 3




---



##### Table of Contents




    
    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.
    Three Months EndedMarch 31,2010
    
    
    2009Incentive payments from Buckeye
    
    $
    12,314
    
    
    $
    10,505Distributions from the indirect 1% ownership in
certain of Buckeyes operating subsidiaries
    
    
    403
    
    
    
    362Distributions from the ownership of 243,914 of
Buckeyes GP Units
    
    
    229
    
    
    
    216Distributions from the ownership of 80,000 of
Buckeyes LP Units
    
    
    75
    
    
    
    71Cash received
    
    $
    13,021
    
    
    $
    11,154
 Overview of Buckeye Partners, L.P.
   4




---



##### Table of Contents



Recent Developments
 Sale of Buckeye NGL Pipeline
  Results of Operations
  
    
    Interest of noncontrolling partners in Buckeye  Our condensed 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 condensed consolidated statements
of operations as income attributable to noncontrolling interests. These noncontrolling
interest accounts are not reflected in Buckeyes condensed consolidated financial
statements.
    
    Our capital structure  In addition to incorporating the assets and liabilities of
Buckeye, our condensed consolidated balance sheets include our own indebtedness and related
debt placement costs, and the partners capital on our condensed consolidated balance
sheets represent our partners capital as opposed to the capital reflected in Buckeyes
condensed consolidated balance sheets, which reflects the ownership interest of all its
partners, including its owners other than us or Services Company. Consequently, our
condensed consolidated statements of operations reflect additional interest expense,
interest income and debt amortization expense that is not reflected in Buckeyes condensed
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 condensed 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 condensed
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 condensed consolidated financial statements but are eliminated in our condensed
consolidated financial statements.
 5




---



##### Table of Contents



Segment Results
  Three Months EndedMarch 31,2010
    
    
    2009Revenues:Pipeline Operations
    
    $
    96,537
    
    
    $
    99,195Terminalling & Storage
    
    
    42,371
    
    
    
    30,643Natural Gas Storage
    
    
    25,406
    
    
    
    15,077Energy Services
    
    
    568,202
    
    
    
    268,480Development & Logistics
    
    
    7,515
    
    
    
    9,125Intersegment
    
    
    (8,857
    )
    
    
    (5,680
    )Total revenues
    
    $
    731,174
    
    
    $
    416,840Total costs and expenses: (1)Pipeline Operations
    
    $
    51,172
    
    
    $
    54,747Terminalling & Storage
    
    
    19,246
    
    
    
    19,986Natural Gas Storage
    
    
    21,955
    
    
    
    8,913Energy Services
    
    
    571,599
    
    
    
    262,265Development & Logistics
    
    
    6,568
    
    
    
    7,744Intersegment
    
    
    (8,857
    )
    
    
    (5,680
    )Total costs and expenses
    
    $
    661,683
    
    
    $
    347,975Depreciation and amortization:Pipeline Operations
    
    $
    8,953
    
    
    $
    8,839Terminalling & Storage
    
    
    2,316
    
    
    
    1,722Natural Gas Storage
    
    
    1,641
    
    
    
    1,459Energy Services
    
    
    1,195
    
    
    
    977Development & Logistics
    
    
    423
    
    
    
    367Total depreciation and amortization
    
    $
    14,528
    
    
    $
    13,364Operating income (loss):Pipeline Operations
    
    $
    45,365
    
    
    $
    44,448Terminalling & Storage
    
    
    23,125
    
    
    
    10,657Natural Gas Storage
    
    
    3,451
    
    
    
    6,164Energy Services
    
    
    (3,397
    )
    
    
    6,215Development & Logistics
    
    
    947
    
    
    
    1,381Total operating income
    
    $
    69,491
    
    
    $
    68,865
 
 (1)
    
    Includes depreciation and amortization. 6




---



##### Table of Contents



Three Months EndedMarch 31,2010
    
    
    2009Attributable to Buckeye
    
    $
    660,154
    
    
    $
    346,737Elimination of Buckeye deferred charge
    
    
    (1,174
    )
    
    
    (1,174
    )Net effect of ESOP charges
    
    
    875
    
    
    
    399Attributable to BGH
    
    
    1,828
    
    
    
    2,013Total costs and expenses
    
    $
    661,683
    
    
    $
    347,975
  Three Months EndedMarch 31,2010
    
    
    2009Payroll and payroll benefits
    
    $
    1,116
    
    
    $
    1,187Professional fees
    
    
    121
    
    
    
    297Other
    
    
    591
    
    
    
    529Total
    
    $
    1,828
    
    
    $
    2,013
   Three Months EndedMarch 31,2010
    
    
    2009Pipeline Operations:(average barrels per day)Gasoline
    
    
    608,900
    
    
    
    632,400Jet fuel
    
    
    322,300
    
    
    
    333,300Diesel fuel
    
    
    227,500
    
    
    
    222,000Heating oil
    
    
    113,900
    
    
    
    131,100LPGs
    
    
    20,500
    
    
    
    14,400NGLs
    
    
    
    
    
    
    21,300Other products
    
    
    800
    
    
    
    13,400Total Pipeline Operations
    
    
    1,293,900
    
    
    
    1,367,900Terminalling & Storage:(average barrels per day)Products throughput (1)
    
    
    556,300
    
    
    
    480,800Energy Services:(in thousands of gallons)Sales volumes
    
    
    266,900
    
    
    
    205,200
 
 (1)
    
    Reported quantities exclude transfer volumes, which are non-revenue generating
transfers among our various terminals. For the three months ended March 31, 2009, we
previously reported 521.0 thousand, which included transfer volumes. 7




---



##### Table of Contents



Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Consolidated
     8




---



##### Table of Contents



Pipeline Operations
    Terminalling & Storage
  9




---



##### Table of Contents



Natural Gas Storage
    Energy Services
  10




---



##### Table of Contents



Development & Logistics
    Liquidity and Capital Resources
 BGH
    11




---



##### Table of Contents



Services Company
  Buckeye
     
    
    $300.0 million of 4.625% Notes due 2013 (the 4.625% Notes);
    
    $275.0 million of 5.300% Notes due 2014 (the 5.300% Notes);
    
    $125.0 million of 5.125% Notes due 2017 (the 5.125% Notes);
    
    $300.0 million of 6.050% Notes due 2018 (the 6.050% Notes);
    
    $275.0 million of 5.500% Notes due 2019 (the 5.500% Notes);
 12




---



##### Table of Contents




    
    $150.0 million of 6.750% Notes due 2033 (the 6.750% Notes);
    
    $20.0 million outstanding under its Credit Facility; and
    
    $183.5 million outstanding under the BES Credit Agreement.
   Registration Statement
  Cash Flows from Operating, Investing and Financing Activities
  Three Months EndedMarch 31,2010
    
    
    2009Cash provided by (used in):Operating activities
    
    $
    144,048
    
    
    $
    78,773Investing activities
    
    
    11,211
    
    
    
    (21,018
    )Financing activities
    
    
    (172,679
    )
    
    
    (98,089
    )
 Operating Activities
  
    
    The net change in fair values of derivatives was a decrease of $19.2 million to cash
flows from operating activities for the three months ended March 31, 2010, 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.
    
    The net impact of working capital changes was an increase of $90.4 million to cash
flows from operating activities for the three months ended March 31, 2010. The
principal factors affecting the working capital changes were:
 13




---



##### Table of Contents




    
    Inventories decreased by $73.7 million due to a decrease in
volume of hedged inventory stored by the Energy Services segment. From time to
time, the Energy Services segment stores hedged inventory to attempt to capture
value when market conditions are economically favorable.
    
    Trade receivables increased by $10.4 million primarily due to
increased activity from our Energy Services segment due to higher volumes and
higher commodity prices in the 2010 period.
    
    Prepaid and other current assets decreased by $26.2 million
primarily due to a decrease in margin deposits on futures contracts in our
Energy Services segment as a result of increased commodity prices during the
first quarter of 2010 (increased commodity prices result in an increase in our
broker equity account and therefore less margin deposit is required), a
decrease in unbilled revenue within our Natural Gas Storage segment reflecting
billings to counterparties in accordance with terms of their storage agreements
and a decrease in prepaid insurance due to continued amortization of the
balance over the policy period.
    
    Accrued and other current liabilities increased by $1.3 million
primarily due to increases in unearned revenue primarily in the Natural Gas
Storage segment as a result of increased hub services contracts during the
first quarter of 2010 for which the customer is billed up front for services
provided over the entire term of the contract, an increase in accrued property
taxes for the Natural Gas Storage segment as a result of the Kirby Hills II
expansion project and an increase in accrued excise taxes for the Energy
Services segment due to higher revenues, largely offset by a reduction in
accrued interest resulting from interest payments made during the three months
ended March 31, 2010 and a reduction in the reorganization accrual.
    
    Accounts payable decreased by $3.1 million primarily due to
lower payable balances at March 31, 2010 as a result of lower outside services
and project work performed in the first quarter of 2010.
    
    Construction and pipeline relocation receivables decreased by
$2.7 million primarily due to a decrease in construction activity in the 2010
period.
 Investing Activities
  
    
    Capital expenditures decreased by $10.0 million for the three months ended March 31,
2010 compared with the three months ended March 31, 2009. See below for a discussion
of capital spending.
    
    Cash proceeds from the sale of the Buckeye NGL Pipeline were $22.0 million during
the three months ended March 31, 2010.
  Three Months EndedMarch 31,2010
    
    
    2009Sustaining capital expenditures
    
    $
    3,270
    
    
    $
    4,883Expansion and cost reduction
    
    
    7,693
    
    
    
    16,093Total capital expenditures
    
    $
    10,963
    
    
    $
    20,976
  14




---



##### Table of Contents



Financing Activities
  
    
    Buckeye borrowed $59.5 million and $30.0 million and repaid $117.5 million and
$120.3 million under its Credit Facility during the three months ended March 31, 2010
and 2009, respectively.
    
    Net repayments under the BES Credit Agreement were $56.3 million and $46.0 million
during the three months ended March 31, 2010 and 2009, respectively.
    
    We received $2.4 million in net proceeds from the exercise of Buckeyes LP Unit
options during the first quarter of 2010. We received $91.0 million in net proceeds
from an underwritten equity offering in March 2009 for Buckeyes public issuance of 2.6
million LP Units.
    
    Cash distributions paid to our partners increased by $2.3 million period-to-period
due to an increase in the number of Common Units outstanding and an increase in our
quarterly cash distribution rate per Common Unit. We paid cash distributions of $11.6
million ($0.41 per Common Unit) and $9.3 million ($0.33 per Common Unit) during the
three months ended March 31, 2010 and 2009, respectively.
 Derivatives
  Other Considerations
 Contractual Obligations
   Off-Balance Sheet Arrangements
  15




---



##### Table of Contents



Related Party Transactions
  Recent Accounting Pronouncements
  16




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 6. Exhibits
  10.1
    
    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).*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.
 
 *
    
    Filed herewith.**
    
    Previously filed. 17




---



##### Table of Contents



SIGNATURES
  By:
    BUCKEYE GP HOLDINGS L.P.(Registrant)By:
    MainLine Management LLC,as General PartnerDate: August 26, 2010
    By:
    /s/ Keith E. St.ClairKeith E. St.ClairSenior Vice President and Chief Financial Officer(Principal Accounting Officer and Principal
Financial Officer) 18