8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

August 4, 2010

BREITBURN ENERGY PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-33055 (Commission File Number) 74-3169953 (I.R.S. Employer Identification No.)

515 South Flower Street, Suite 4800

Los Angeles, CA 90071

(Address of principal executive office)

(213) 225-5900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operation and Financial Condition.

On August 4, 2010, BreitBurn Energy Partners L.P. (the “Partnership”) issued a press release announcing financial results for the second quarter of 2010.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

The information in this Current Report on Form 8-K provided under Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits.

(d)  Exhibits.

Exhibit No.	Exhibit Description
99.1	BreitBurn Energy Partners L.P. second quarter 2010 earnings release dated August 4, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BREITBURN ENERGY PARTNERS L.P.
	By:	BREITBURN GP, LLC,
		its general partner
Dated: August 4, 2010	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

EX-99.1

Exhibit 99.1

BreitBurn Energy Partners L.P. Reports Second Quarter Results

Announces Increased Production and Key Metrics Exceeding Expectations

LOS ANGELES, August 4, 2010 -- BreitBurn Energy Partners L.P. (the "Partnership") (NASDAQ:BBEP) today announced financial and operating results for its second quarter of 2010.

Key Highlights

-   The Partnership had an excellent quarter both operationally and financially, with production at the high end of the guidance range and other key metrics exceeding expectations.

-   The Partnership reinstated quarterly distributions on April 28 at an annualized rate of $1.50 per year and on July 30 announced an increased cash distribution for the second quarter of 2010 at the rate of $0.3825 per unit, or $1.53 on an annualized basis, to be paid on August 13, 2010 to the record holders of common units at the close of business on August 9, 2010.

-   In May 2010, the Partnership completed a new infill development well in the Sunniland Trend in Florida.  The well produced an average of approximately 1,100 Bopd gross (900 Bopd net) in June 2010.  The Partnership commenced drilling a second well in May.  The well required a side-track and the Partnership expects results from this second well within the next 60 days.

-   The Partnership entered into new oil hedges in April covering approximately 465,000 Bbls of 2011 and 2014 production at weighted average prices of $88.86 and $91.75, respectively.

-   On May 7, 2010, the Partnership completed the successful syndication of its amended bank credit facility.  The amended facility, which expires in May 2014, has a borrowing base of $735 million.  As of June 30, 2010, the Partnership had $534 million outstanding under the facility.

-   The Partnership has completed a review of its ownership rights in the Collingwood-Utica play in Michigan and has now confirmed more than 120,000 net acres in the prospective area.

Management Commentary

Hal Washburn, CEO, said, “We are pleased to announce a strong second quarter, with Adjusted EBITDA up almost 11% to $56.7 million, due largely to a 3% increase in daily production and a significant reduction in operating expenses compared to the first quarter.  The Board has approved an increase in quarterly distributions from an annual rate of $1.50 per unit to $1.53 per unit.  Our capital spending for the period was significantly higher than the prior quarter, more accurately reflecting the capital program we anticipate for the remainder of the year.  We are actively drilling in each of our core areas and will remain active in Florida where the drilling of our second well continues, with initial results expected in the near future.  In Michigan, we have completed a full review of our ownersh ip in the deep rights and have determined that we hold more than 120,000 net acres in the prospective Collingwood-Utica area.   We continue to evaluate the potential of these deeper shale assets.”

Second Quarter 2010 Operating and Financial Results Compared to First Quarter 2010

-   Total production increased to 1,663 MBoe from 1,595 MBoe in the second quarter of 2010.  Average daily production increased from 17,725 Boe/day to 18,270 Boe/day in the second quarter of 2010.

o   Oil and NGL production was 812 MBoe compared to 727 MBoe.

o   Natural gas production was 5,106 MMcf compared to 5,207 MMcf.

-   Lease operating expenses per Boe, which include district expenses and processing fees and exclude production/property taxes and transportation costs, decreased to $17.82 per Boe in the second quarter of 2010 from $19.12 per Boe in the first quarter of 2010.

-   General and administrative expenses, excluding non-cash unit-based compensation, were $5.0 million, or $3.01 per Boe, in the second quarter of 2010 compared to $6.4 million, or $4.00 per Boe, in the first quarter of 2010.

-   Adjusted EBITDA, a non-GAAP measure, was $56.7 million in the second quarter, up from $51.1 million in the first quarter of 2010.

-   Oil and natural gas sales revenues, including realized gains and losses on commodity derivative instruments, were $100.5 million in the second quarter of 2010, up from $92.6 million in the first quarter of 2010.

-   Realized gains from commodity derivative instruments were $18.4 million in the second quarter of 2010 compared to $12.1 million in the first quarter of 2010.

-   WTI crude oil spot prices averaged $77.82 per barrel and NYMEX natural gas prices averaged $4.35 per Mcf in the second quarter of 2010 compared to $78.81 per barrel and $4.99 per Mcf, respectively, in the first quarter of 2010.

-   Realized crude oil and natural gas prices averaged $69.99 per Boe and $7.70 per Mcf, respectively, compared to $72.79 per Boe and $7.65 per Mcf, respectively, in the first quarter of 2010.

-   Net income, including the effect of unrealized gains on commodity derivative instruments, was $53.6 million, or $0.94 per diluted limited partner unit, in the second quarter of 2010 compared to net income of $57.9 million, or $1.02 per diluted limited partner unit, in the first quarter of 2010.

-   Capital expenditures totaled $20.9 million in the second quarter of 2010 compared to $8.0 million in the first quarter of 2010.

Impact of Derivative Instruments

The Partnership uses commodity and interest rate derivative instruments to mitigate the risks associated with commodity price volatility and changing interest rates and to help maintain cash flows for operating activities, acquisitions, capital expenditures, and distributions. The Partnership does not enter into derivative instruments for speculative trading purposes. Non-cash gains or losses do not affect Adjusted EBITDA, cash flow from operations or the Partnership’s ability to pay cash distributions.

Realized gains from commodity derivative instruments were $18.4 million during the second quarter of 2010.  Realized losses from interest rate derivative instruments were $2.9 million.  Non-cash unrealized gains from commodity derivative instruments were $33.2 million and non-cash unrealized gains from interest rate derivative instruments were $1.5 million for the period.

Production, Income Statement and Realized Price Information

The following table presents production, selected income statement and realized price information for the three months ended June 30, 2010 and 2009 and the three months ended March 31, 2010:

	Three Months Ended
	June 30,		March 31,			June 30,
Thousands of dollars, except as indicated	2010		2010			2009
Oil, natural gas and NGL sales (a)	$	82,079	$	80,469		$	59,872
Realized gains on commodity derivative instruments (b)		18,435		12,146			51,468
Unrealized gains (losses) on commodity derivative instruments (b)		33,215		39,919			(148,727	)
Other revenues, net		487		632			393
Total revenues	$	134,216	$	133,166		$	(36,994	)
Lease operating expenses and processing fees	$	29,627	$	30,491		$	28,442
Production and property taxes		4,224		5,579			4,188
Total lease operating expenses	$	33,851	$	36,070		$	32,630
Transportation expenses		1,231		847			851
Purchases		74		52			21
Change in inventory		4,215		(1,118	)		(1,498	)
Total operating costs	$	39,371	$	35,851		$	32,004
Lease operating expenses pre taxes per Boe (c)	$	17.82	$	19.12		$	16.88
Production and property taxes per Boe		2.54		3.50			2.53
Total lease operating expenses per Boe		20.36		22.62			19.41
General and administrative expenses excluding unit-based compensation	$	5,004	$	6,374		$	5,255
Net income (loss)	$	53,597	$	57,910		$	(108,525	)
Net income (loss) per diluted limited partnership unit	$	0.94	$	1.02		$	(2.06	)
Total production (MBoe)		1,663		1,595			1,654
Oil and NGL (MBoe)		812		727			762
Natural gas (MMcf)		5,106		5,207			5,349
Average daily production (Boe/d)		18,270		17,725			18,172
Sales volumes (MBoe)		1,725		1,594			1,635
Average realized sales price (per Boe) (d) (e) (f)	$	58.30	$	58.15		$	52.97
Oil and NGL (per Boe) (d) (e) (f)		69.99		72.79			65.47
Natural gas (per Mcf) (d) (e)		7.70		7.65			7.09
(a) Q2 2010, Q1 2010 and Q2 2009 include approximately $123, $124 and $260, respectively, of amortization of an intangible asset related to crude oil sales contracts.
(b) Q2 2009 includes the effect of the early termination of oil and natural gas hedge contracts monetized for $24,955.
(c) Includes lease operating expenses, district expenses and processing fees. Q2 2009 excludes amortization of intangible asset related to the Quicksilver Acquisition.
(d) Includes realized gains on commodity derivative instruments.
(e) Q2 2009 excludes the effect of the early termination of oil and natural gas hedge contracts monetized for $24,955.
(f) Excludes amortization of intangible asset related to crude oil sales contracts. Includes crude oil purchases.

Non-GAAP Financial Measures

This press release, the financial tables and other supplemental information, including the reconciliations of certain non-generally accepted accounting principles ("non-GAAP") measures to their nearest comparable generally accepted accounting principles ("GAAP") measures, may be used periodically by management when discussing the Partnership's financial results with investors and analysts and they are also available on the Partnership's website under the Investor Relations tab.

Among the non-GAAP financial measures used is “Adjusted EBITDA.”  This non-GAAP financial measure should not be considered as an alternative to GAAP measures, such as net income, operating income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance.

Adjusted EBITDA is presented as management believes it provides additional information relative to the performance of the Partnership's business, such as our ability to meet our debt covenant compliance tests. This non-GAAP financial measure may not be comparable to similarly titled measures of other publicly traded partnerships or limited liability companies because all companies may not calculate Adjusted EBITDA in the same manner.

Adjusted EBITDA

The following table presents a reconciliation of net income or loss and net cash flows from operating activities, our most directly comparable GAAP financial performance and liquidity measures, to Adjusted EBITDA for each of the periods indicated.

	Three Months Ended
	June 30,			March 31,			June 30,
Thousands of dollars	2010			2010			2009
Reconciliation of net income (loss) to Adjusted EBITDA:
Net income (loss) attributable to the partnership	$	53,569		$	57,839		$	(108,520	)
Unrealized (gains) losses on commodity derivative instruments		(33,215	)		(39,919	)		148,727
Depletion, depreciation and amortization expense		23,909			22,054			26,962
Interest expense and other financing costs (a)		7,882			6,551			8,551
Unrealized gains on interest rate derivatives		(1,466	)		(691	)		(3,527	)
Gain on sale of commodity derivatives (b)		-			-			(24,955	)
Loss on sale of assets		381			115			-
Income tax provision		561			144			(809	)
Amortization of intangibles		123			124			777
Unit-based compensation expense (c)		4,937			4,883			3,641
Adjusted EBITDA	$	56,681		$	51,100		$	50,847
	Three Months Ended
	June 30,			March 31,			June 30,
Thousands of dollars		2010			2010			2009
Reconciliation of net cash flows from operating activities to Adjusted EBITDA:
Net cash from operating activities	$	36,429		$	44,635		$	70,788
Increase in assets net of liabilities relating to operating activities		13,528			770			(3,020	)
Interest expense (a) (d)		6,949			5,727			7,727
Gain on sale of commodity derivatives (b)		-			-			(24,955	)
Equity earnings from affiliates, net		(144	)		(158	)		(378	)
Incentive compensation expense (e)		(19	)		-			510
Incentive compensation paid		-			80			31
Income taxes		(34	)		117			139
Non-controlling interest		(28	)		(71	)		5
Adjusted EBITDA	$	56,681		$	51,100		$	50,847
(a) Includes realized gains/losses on interest rate derivatives.
(b) Represents the early termination of hedge contracts monetized in Q2 2009.
(c) Represents non-cash long term unit-based incentive compensation expense.
(d) Excludes debt amortization.
(e) Represents cash-based incentive compensation plan expense.

Hedge Portfolio Summary

The table below summarizes the Partnership’s commodity derivative hedge portfolio as of August 4, 2010.

	Year
	2010			2011			2012		2013		2014
Gas Positions:
Fixed price swaps:
Hedged volume (MMBtu/d)		43,425			25,955			19,128		27,000		-
Average price ($/MMBtu)	$	8.20		$	7.26		$	7.10	$	6.92	$	-
Collars:
Hedged volume (MMBtu/d)		3,753			16,016			19,129		-		-
Average floor price ($/MMBtu)	$	9.00		$	9.00		$	9.00	$	-	$	-
Average ceiling price ($/MMBtu)	$	12.01		$	11.28		$	11.89	$	-	$	-
Total:
Hedged volume (MMBtu/d)		47,178			41,971			38,257		27,000		-
Average price ($/MMBtu)	$	8.26		$	7.92		$	8.05	$	6.92	$	-
Oil Positions:
Fixed price swaps:
Hedged volume (Bbls/d)		2,317			3,890			3,539		5,000		1,748
Average price ($/Bbl)	$	83.43		$	72.78		$	72.40	$	79.32	$	90.42
Participating swaps: (a)
Hedged volume (Bbls/d)		1,683			1,439			-		-		-
Average price ($/Bbl)	$	66.31		$	61.29		$	-	$	-	$	-
Average participation %		55.1	%		53.2	%		-		-		-
Collars:
Hedged volume (Bbls/d)		1,922			2,048			2,477		500		-
Average floor price ($/Bbl)	$	105.30		$	103.42		$	110.00	$	77.00	$	-
Average ceiling price ($/Bbl)	$	139.41		$	152.61		$	145.39	$	103.10	$	-
Floors:
Hedged volume (Bbls/d)		500			-			-		-		-
Average floor price ($/Bbl)	$	100.00		$	-		$	-	$	-	$	-
Total:
Hedged volume (Bbls/d)		6,422			7,377			6,016		5,500		1,748
Average price ($/Bbl)	$	86.76		$	79.02		$	87.88	$	79.11	$	90.42
(a) A participating swap combines a swap and a call option with the same strike price

Other Information

The Partnership will host an investor conference call to discuss its results today at 10:00 a.m. (Pacific Time).  Investors may access the conference call over the Internet via the Investor Relations tab of the Partnership's website (www.breitburn.com), or via telephone by dialing 888-500-6973(international callers dial +1-719-325-2352) a few minutes prior to register.  Those listening via the Internet should go to the site 15 minutes early to register, download and install any necessary audio software. In addition, a replay of the call will be available through August 18, 2010 by dialing 877-870-5176 (international callers dial +1-858-384-5517) and entering replay PIN 9833247, or by going to t he Investor Relations tab of the Partnership's website (www.breitburn.com). The Partnership will take live questions from securities analysts and institutional portfolio managers; the complete call is open to all other interested parties on a listen-only basis.

About BreitBurn Energy Partners L.P.

BreitBurn Energy Partners L.P. is a California-based publicly traded independent oil and gas limited partnership focused on the acquisition, exploitation, development and production of oil and gas properties. The Partnership’s producing and non-producing crude oil and natural gas reserves are located in Northern Michigan, the Los Angeles Basin in California, the Wind River and Big Horn Basins in central Wyoming, the Sunniland Trend in Florida, and the New Albany Shale in Indiana and Kentucky. See www.BreitBurn.com for more information.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements relating to BreitBurn's operations that are based on management's current expectations, estimates and projections about its operations. Words and phrases such as "believes," “future,” “impact,” “guidance,” “expectations,” “to be paid,” “continue,” “anticipate,” “will remain,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. These include risks relating to the Partnership’s financial performance and results, availability of sufficient c ash flow to execute our business plan, our level of indebtedness, a significant reduction in the borrowing base under our bank credit facility, our ability to raise capital, prices and demand for natural gas and oil, our ability to replace reserves and efficiently develop our current reserves, political and regulatory developments relating to taxes, derivatives and our oil and gas operations, and the factors set forth under the heading "Risk Factors" incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2010, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, BreitBurn undertakes no obligation to update publicly any forward-look ing statements, whether as a result of new information, future events or otherwise.  Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

Investor Relations Contacts:

James G. Jackson

Executive Vice President and Chief Financial Officer

(213) 225-5900 x273

or

Gloria Chu

Investor Relations

(213) 225-5900 x210

BBEP-IR

BreitBurn Energy Partners L.P. and Subsidiaries
Unaudited Consolidated Statements of Operations
	Three Months Ended						Six Months Ended
	June 30,						June 30,
Thousands of dollars, except per unit amounts	2010			2009			2010			2009
Revenues and other income items
Oil, natural gas and natural gas liquid sales	$	82,079		$	59,872		$	162,548		$	117,515
Gains (losses) on commodity derivative instruments, net		51,650			(97,259	)		103,715			(27,239	)
Other revenue, net		487			393			1,119			669
Total revenues and other income (loss) items		134,216			(36,994	)		267,382			90,945
Operating costs and expenses
Operating costs		39,371			32,004			75,222			66,385
Depletion, depreciation and amortization		23,909			26,962			45,963			57,263
General and administrative expenses		9,960			8,386			21,217			17,947
Loss on sale of assets		381			-			496			-
Total operating costs and expenses		73,621			67,352			142,898			141,595
Operating income (loss)		60,595			(104,346	)		124,484			(50,650	)
Interest and other financing costs, net		4,998			5,360			8,615			10,133
Losses (gains) on interest rate swaps		1,418			(336	)		3,661			1,766
Other expense (income), net		21			(36	)		(4	)		(40	)
Income (loss) before taxes		54,158			(109,334	)		112,212			(62,509	)
Income tax expense (benefit)		561			(809	)		705			(341	)
Net income (loss)		53,597			(108,525	)		111,507			(62,168	)
Less: Net income (loss) attributable to noncontrolling interest		(28	)		5			(99	)		(2	)
Net income (loss) attributable to the partnership		53,569			(108,520	)		111,408			(62,170	)
Basic net income (loss) per unit	$	0.94		$	(2.06	)	$	1.96		$	(1.18	)
Diluted net income (loss) per unit	$	0.94		$	(2.06	)	$	1.96		$	(1.18	)

BreitBurn Energy Partners L.P. and Subsidiaries
Unaudited Consolidated Balance Sheets
	June 30,			December 31,
Thousands of dollars, except units outstanding	2010			2009
ASSETS
Current assets
Cash	$	3,347		$	5,766
Accounts and other receivables, net		59,513			65,209
Derivative instruments		74,718			57,133
Related party receivables		2,504			2,127
Inventory		1,914			5,823
Prepaid expenses		5,434			5,888
Intangibles		248			495
Total current assets		147,678			142,441
Equity investments		7,848			8,150
Property, plant and equipment
Property, plant and equipment		2,095,764			2,066,685
Accumulated depletion and depreciation		(369,937	)		(325,596	)
Net property, plant and equipment		1,725,827			1,741,089
Other long-term assets
Derivative instruments		97,627			74,759
Other long-term assets		12,739			4,590
Total assets	$	1,991,719		$	1,971,029
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	21,351		$	21,314
Book overdraft		798			-
Derivative instruments		16,594			20,057
Related party payables		-			13,000
Revenue and royalties payable		15,978			18,224
Salaries and wages payable		5,165			10,244
Accrued liabilities		8,591			9,051
Total current liabilities		68,477			91,890
Long-term debt		534,000			559,000
Deferred income taxes		3,114			2,492
Asset retirement obligation		37,332			36,635
Derivative instruments		18,734			50,109
Other long-term liabilities		2,102			2,102
Total  liabilities		663,759			742,228
Equity
Partners' equity		1,327,497			1,228,373
Noncontrolling interest		463			428
Total equity		1,327,960			1,228,801
Total liabilities and equity	$	1,991,719		$	1,971,029
Common units outstanding (in thousands)		53,294			52,784

BreitBurn Energy Partners L.P. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
	Six Months Ended
	June 30,
Thousands of dollars	2010			2009
Cash flows from operating activities
Net income (loss)	$	111,507		$	(62,168	)
Adjustments to reconcile to cash flow from operating activities:
Depletion, depreciation and amortization		45,963			57,263
Unit based compensation expense		9,839			6,289
Unrealized (gains) losses on derivative instruments		(75,291	)		148,302
Income from equity affiliates, net		302			660
Deferred income tax expense (benefit)		622			(671	)
Amortization of intangibles		247			1,557
Loss on sale of assets		496			-
Other		1,757			1,648
Changes in net assets and liabilities
Accounts receivable and other assets		7,890			4,731
Inventory		3,909			(2,943	)
Net change in related party receivables and payables		(13,377	)		996
Accounts payable and other liabilities		(12,800	)		(14,129	)
Net cash provided by operating activities		81,064			141,535
Cash flows from investing activities
Capital expenditures		(24,997	)		(12,126	)
Proceeds from sale of assets		225			-
Property acquisitions		(1,550	)		-
Net cash used by investing activities		(26,322	)		(12,126	)
Cash flows from financing activities
Distributions		(21,312	)		(28,038	)
Proceeds from long-term debt		622,000			181,975
Repayments of long-term debt		(647,000	)		(277,975	)
Book overdraft		798			(5,624	)
Long-term debt issuance costs		(11,647	)		-
Net cash used by financing activities		(57,161	)		(129,662	)
Decrease in cash		(2,419	)		(253	)
Cash beginning of period		5,766			2,546
Cash end of period	$	3,347		$	2,293