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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 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 1-9356
 Buckeye Partners, L.P.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    23-2432497(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:
 Name of each exchange onTitle of each class
    
    which registeredLimited partner units representing limited partnership interests
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
  þ o
 o þ
 þ o
 o o
 þ
  Large accelerated filer þAccelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o
 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
    
    
    27EX-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 Business;
    
    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 Business
    General Outlook for 2010
  3




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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 our 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 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. Our Credit Facility was also amended to reduce the
borrowing capacity from $600.0 million to $580.0 million.
 Results of Operations
 Consolidated Summary
   Year Ended December 31,2009
    
    
    2008
    
    
    2007Revenues
    
    $
    1,770,372
    
    
    $
    1,896,652
    
    
    $
    519,347Costs and expenses
    
    
    1,561,929
    
    
    
    1,643,031
    
    
    
    317,267Operating income
    
    
    208,443
    
    
    
    253,621
    
    
    
    202,080Earnings from equity investments
    
    
    12,531
    
    
    
    7,988
    
    
    
    7,553Interest and debt expense
    
    
    (74,851
    )
    
    
    (74,387
    )
    
    
    (50,378
    )Other income
    
    
    777
    
    
    
    1,429
    
    
    
    1,362Income from continuing operations
    
    
    146,900
    
    
    
    188,651
    
    
    
    160,617Income from discontinued operations
    
    
    
    
    
    
    1,230
    
    
    
    Net income
    
    
    146,900
    
    
    
    189,881
    
    
    
    160,617Less: net income attributable to noncontrolling
interests (1)
    
    
    (5,918
    )
    
    
    (5,492
    )
    
    
    (5,261
    )Net income attributable to Buckeye Partners, L.P.
    
    $
    140,982
    
    
    $
    184,389
    
    
    $
    155,356Earnings per LP Unit  diluted (2)
    
    $
    1.84
    
    
    $
    3.00
    
    
    $
    2.91
 
 (1)
    
    Net income attributable to noncontrolling interests has been restated due to the
adoption of guidance regarding accounting and reporting standards for the noncontrolling
interests in a subsidiary (see Note 2 in the
Notes to Consolidated Financial Statements for further information). 5




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(2)
    
    Earnings per LP Unit has been restated due to the adoption of guidance regarding the
calculation of earnings per unit as it relates to MLPs (see Note 22 in the Notes to
Consolidated Financial Statements for further information). Adjusted EBITDA
  .
   6




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Year Ended December 31,2009
    
    
    2008
    
    
    2007Adjusted EBITDA:Pipeline Operations
    
    $
    230,172
    
    
    $
    196,852
    
    
    $
    192,236Terminalling and Storage
    
    
    72,518
    
    
    
    60,410
    
    
    
    49,363Natural Gas Storage
    
    
    42,214
    
    
    
    42,374
    
    
    
    Energy Services
    
    
    19,419
    
    
    
    9,818
    
    
    
    Development and Logistics
    
    
    6,607
    
    
    
    8,785
    
    
    
    9,549Total Adjusted EBITDA
    
    $
    370,930
    
    
    $
    318,239
    
    
    $
    251,148GAAP Reconciliation:Net income
    
    $
    146,900
    
    
    $
    189,881
    
    
    $
    160,617Less: net income attributable to noncontrolling
interests
    
    
    (5,918
    )
    
    
    (5,492
    )
    
    
    (5,261
    )Less: Income from discontinued operations
    
    
    
    
    
    
    (1,230
    )
    
    
    Net income attributable to Buckeye Partners, L.P.
unitholders from continuing operations
    
    
    140,982
    
    
    
    183,159
    
    
    
    155,356Interest and debt expense
    
    
    74,851
    
    
    
    74,387
    
    
    
    50,378Income tax expense (benefit)
    
    
    (348
    )
    
    
    796
    
    
    
    763Depreciation and amortization
    
    
    59,164
    
    
    
    55,299
    
    
    
    44,651EBITDA
    
    
    274,649
    
    
    
    313,641
    
    
    
    251,148Non-cash deferred lease expense
    
    
    4,500
    
    
    
    4,598
    
    
    
    Asset impairment expense
    
    
    59,724
    
    
    
    
    
    
    
    Reorganization expense
    
    
    32,057
    
    
    
    
    
    
    
    Adjusted EBITDA
    
    $
    370,930
    
    
    $
    318,239
    
    
    $
    251,148
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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
    
    $
    295,984
    
    
    $
    234,017
    
    
    $
    229,050Terminalling and Storage
    
    
    74,626
    
    
    
    65,451
    
    
    
    60,939Natural Gas Storage
    
    
    68,415
    
    
    
    29,099
    
    
    
    Energy Services
    
    
    1,111,492
    
    
    
    1,289,886
    
    
    
    Development and Logistics
    
    
    28,595
    
    
    
    35,562
    
    
    
    27,278Intersegment
    
    
    (17,183
    )
    
    
    (10,984
    )
    
    
    Total costs and expenses
    
    $
    1,561,929
    
    
    $
    1,643,031
    
    
    $
    317,267Depreciation and amortization:Pipeline Operations
    
    $
    38,434
    
    
    $
    38,279
    
    
    $
    37,411Terminalling and Storage
    
    
    7,851
    
    
    
    6,583
    
    
    
    5,610Natural Gas Storage
    
    
    6,458
    
    
    
    5,003
    
    
    
    Energy Services
    
    
    4,547
    
    
    
    3,683
    
    
    
    Development and Logistics
    
    
    1,874
    
    
    
    1,751
    
    
    
    1,630Total depreciation and amortization
    
    $
    59,164
    
    
    $
    55,299
    
    
    $
    44,651Asset 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
    
    $
    96,683
    
    
    $
    153,250
    
    
    $
    150,295Terminalling and Storage
    
    
    61,950
    
    
    
    53,704
    
    
    
    42,843Natural Gas Storage
    
    
    30,748
    
    
    
    32,692
    
    
    
    Energy Services
    
    
    13,521
    
    
    
    6,039
    
    
    
    Development and Logistics
    
    
    5,541
    
    
    
    7,936
    
    
    
    8,942Total operating income
    
    $
    208,443
    
    
    $
    253,621
    
    
    $
    202,080
 
 (1)
    
    Includes depreciation and amortization, asset impairment expense and reorganization expense. 8




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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
   9




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Pipeline Operations
    10




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Terminalling and Storage
     Natural Gas Storage
   11




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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
     15




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Energy Services
     Development and Logistics
     16




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Liquidity and Capital Resources
 General
      
    
    $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 our Credit Facility; and
    
    $239.8 million outstanding under the BES Credit Agreement.
   17




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Registration Statement
  Cash Flows from Operating, Investing and Financing Activities
  Year Ended December 31,2009
    
    2008
    
    2007Cash provided by (used in):Continuing operating activities
    
    $
    56,183
    
    
    $
    214,962
    
    
    $
    197,487Operating activities
    
    
    56,183
    
    
    
    215,254
    
    
    
    197,487Investing activities
    
    
    (144,203
    )
    
    
    (735,776
    )
    
    
    (108,605
    )Financing activities
    
    
    63,776
    
    
    
    486,167
    
    
    
    (14,630
    )
 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 $227.9 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 $31.6 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 $2.6 million
primarily due to costs related to the reorganization.
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
    
    Accounts payable increased $15.2 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 income from continuing operations increased $28.0 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 $8.9 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 $25.7 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 $10.9 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.
    
    Accrued and other current liabilities increased $4.9 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 discontinued operations were $52.6 million for the
year ended December 31, 2008, which related to the sale of the retail operations of
Farm & Home.
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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 discontinued operations were $52.6 million for the
year ended December 31, 2008, which related to the sale of the retail operations of
Farm & Home.
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Sustaining capital expenditures
    
    $
    23,496
    
    
    $
    28,936
    
    
    $
    33,838Expansion and cost reduction
    
    
    63,813
    
    
    
    91,536
    
    
    
    34,029Total capital expenditures
    
    $
    87,309
    
    
    $
    120,472
    
    
    $
    67,867
   Financing Activities
 2009 Compared to 2008
 
    
    We borrowed $317.1 million and $558.6 million and repaid $537.4 million and $260.3
million under the Credit Facility in 2009 and 2008, respectively.
    
    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.
 20




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
    
    We received $271.4 million (net of debt issuance costs
of $1.8 million) from the 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 the Credit
Facility. We received $298.0 million from the 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 an 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 the public issuance of 2.6 million LP Units.
    
    Cash distributions paid to our partners increased $27.0 million year-to-year due to
an increase in the number of LP Units outstanding and an increase in our quarterly cash
distribution rate per LP Unit. We paid cash distributions of $230.4 million ($3.63 per
LP Unit) and $203.2 million ($3.43 per LP Unit) during the years ended December 31,
2009 and 2008, respectively.
 2008 Compared to 2007
 
    
    We borrowed $558.6 million and $155.0 million and repaid $260.3 million and $300.0
million under the Credit Facility (and its predecessor facility) in 2008 and 2007,
respectively.
    
    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 the 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 an 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 underwritten equity offerings in March, August and
December 2007 from the public issuance of 6.2 million LP Units.
    
    Cash distributions paid to our partners increased $38.8 million year-to-year due to
an increase in the number of LP Units outstanding and an increase in our quarterly cash
distribution rate per LP Unit. We paid cash distributions of $203.2 million ($3.43 per
LP Unit) and $164.3 million ($3.23 per LP 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
  21




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Reserves for Environmental Matters
   22




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Fair Value of Derivatives
    Measuring the Fair Value of Goodwill
  23




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Measuring Recoverability of Long-Lived Assets and Equity Method Investments
   24




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Other Considerations
 Contractual Obligations
  Payments Due by PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsLong-term debt (1)
    
    $
    1,503,000
    
    
    $
    
    
    
    $
    78,000
    
    
    $
    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
    
    $
    2,577,462
    
    
    $
    116,820
    
    
    $
    243,928
    
    
    $
    718,268
    
    
    $
    1,498,446
 
 (1)
    
    We have long-term payment obligations under our Credit Facility and our underwritten
publicly issued notes. Amounts shown in the table represent our scheduled future
maturities of long-term debt principal for the periods indicated. We have assumed that the
borrowings under our 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 our underwritten publicly issued notes and
interest payments and commitment fees due on our Credit Facility. The interest amount
calculated on the Credit Facility is based on the assumption that the amount outstanding
and the interest rate charged both remain at their current levels.(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. 25




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Employee Stock Ownership Plan
    Off-Balance Sheet Arrangements
  Related Party Transactions
  Recent Accounting Pronouncements
  26




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules
  (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
    
    Description2.1
    
    Purchase and Sale Agreement, dated as of July 24, 2007, by and between
Lodi Holdings, L.L.C., as seller, and Buckeye Gas Storage LLC, as
buyer (Incorporated by reference to Exhibit 10.1 of Buckeye Partners,
L.P.s Current Report on Form 8-K filed on July 24, 2007).2.2
    
    Amendment No. 1 to the Purchase and Sale Agreement, dated as of
October 31, 2007, by and between Lodi Holdings, L.L.C. and Buckeye Gas
Storage LLC (Incorporated by reference to Exhibit 2.2 of Buckeye
Partners, L.P.s Current Report on Form 8-K filed on January 18,
2008).2.3
    
    Amendment No. 2 to the Purchase and Sale Agreement, dated as of
November 13, 2007, by and between Lodi Holdings, L.L.C. and Buckeye
Gas Storage LLC (Incorporated by reference to Exhibit 2.3 of Buckeye
Partners, L.P.s Current Report on Form 8-K filed on January 18,
2008).2.4
    
    Purchase Agreement, dated as of December 21, 2007, by and among Farm &
Home Oil Company, Richard A. Longacre, as sellers representative and
Buckeye Energy Holdings LLC (Incorporated by reference to Exhibit 10.1
of Buckeye Partners, L.P.s Current Report on Form 8-K filed on
December 21, 2007).3.1
    
    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).3.2
    
    Amended and Restated Certificate of Limited Partnership of the
Partnership, dated as of February 4, 1998 (Incorporated by reference
to Exhibit 3.2 of Buckeye Partners, L.P.s Annual Report on Form 10-K
for the year ended December 31, 1997).3.3
    
    Certificate of Amendment to Amended and Restated Certificate of
Limited Partnership of the Partnership, dated as of April 26, 2002
(Incorporated by reference to Exhibit 3.2 of Buckeye Partners, L.P.s
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2002).3.4
    
    Certificate of Amendment to Amended and Restated Certificate of
Limited Partnership of the Partnership, dated as of June 1, 2004,
effective as of June 3, 2004 (Incorporated by reference to Exhibit 3.3
of the Buckeye Partners, L.P.s Registration Statement on Form S-3
filed June 16, 2004).3.5
    
    Certificate of Amendment to Amended and Restated Certificate of
Limited Partnership of the Partnership, dated as of December 15, 2004
(Incorporated by reference to Exhibit 3.5 of Buckeye Partners, L.P.s
Annual Report on Form 10-K for the year ended December 31, 2004).4.1
    
    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).
 27




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##### Table of Contents



4.2
    
    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).4.3
    
    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).4.4
    
    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).4.5
    
    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).4.6
    
    Fifth Supplemental Indenture dated as of January 11, 2008, between Buckeye
Partners, L.P. and U.S. Bank National Association (successor 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 January 11, 2008).4.7
    
    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).10.1
    
    Amended and Restated Agreement of Limited Partnership of Buckeye Pipe Line
Company, L.P., as amended and restated as of August 9, 2006 (Incorporated by
reference to Exhibit 10.2 of Buckeye Partners, L.P.s Current Report on Form
8-K filed on August 14, 2006). (1)10.2
    
    Amended and Restated Management Agreement of Buckeye Pipe Line Company, L.P.,
as amended and restated as of August 9, 2006 (Incorporated by reference to
Exhibit 10.3 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on
August 14, 2006). (2)10.3
    
    Limited Liability Company Agreement of Wood River Pipe Lines LLC, dated as of
September 27, 2004 (Incorporated by reference to Exhibit 10.3 of Buckeye
Partners, L.P.s Annual Report on Form 10-K for the year ended December 31,
2004).10.4
    
    Services Agreement dated as of December 15, 2004, among Buckeye Partners,
L.P., the Operating Subsidiaries and 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).10.5
    
    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 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).10.6
    
    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).*10.7
    
    Amended and Restated Employment and Severance Agreement, dated as of 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 Partners, L.P.s Current Report on Form 8-K filed on October 26,
2007).
 28




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##### Table of Contents



*10.8
    
    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
Partners, L.P.s Current Report on Form 8-K filed on November 10, 2008).*10.9
    
    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).*10.10
    
    Amended and Restated Unit Option and Distribution Equivalent Plan of Buckeye
Partners, L.P., dated as of April 1, 2005 (Incorporated by reference to
Exhibit 10.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on
April 4, 2005).*10.11
    
    Fifth Amended and Restated Incentive Compensation Agreement, dated as of
August 9, 2006, between Buckeye Partners, L.P. and Buckeye GP LLC
(Incorporated by reference to Exhibit 10.1 of Buckeye Partners, L.P.s Current
Report on Form 8-K filed on August 14, 2006).*10.12
    
    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).*/***10.13
    
    Buckeye Partners, L.P. Annual Incentive Compensation Plan, as amended and
restated, effective as of January 1, 2010.*10.14
    
    Deferral Unit and Incentive Plan (Incorporated by reference to Exhibit 10.1 of
Buckeye Partners, L.P.s Current Report on Form 8-K filed on December 17,
2009).*10.15
    
    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).10.16
    
    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).10.17
    
    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 Partners, L.P.s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2007).10.18
    
    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
Partners, L.P.s Form Current Report on 8-K filed on August 28, 2007).10.19
    
    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).10.20
    
    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).10.21
    
    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).10.22
    
    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).
 29




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##### Table of Contents



10.23
    
    Second Amendment and Increase Agreement, 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 10.20 of Buckeye Partners, L.P.s Annual
Report on Form 10-K for the year ended December 31, 2008).10.24
    
    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).***12.1
    
    Computation of Ratio of Earnings to Fixed Charges.***21.1
    
    List of Subsidiaries of Buckeye Partners, L.P.***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 Agreements of Limited Partnership of the other Operating
Partnerships are not filed because they are substantially identical to Exhibit 10.1 except for
the identity of Buckeye.(2)
    
    The Management Agreements of the other Operating Partnerships are not filed because they are
substantially identical to Exhibit 10.2 except for the identity of Buckeye.(b)    Exhibits  See Item 15(a)(3) above. 30




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Buckeye Partners, L.P.
(Registrant)By:
    Buckeye GP LLC,as General PartnerDated: August 26, 2010
    By:
    /s/ Forrest E. WylieForrest E. WylieChief Executive Officer
 (Principal Executive Officer) 31