BreitBurn Energy Partners L.P. Reports Record Third Quarter Results and Announces Conversion to Monthly Distribution Payment

  BreitBurn Energy Partners L.P. Reports Record Third Quarter Results and
  Announces Conversion to Monthly Distribution Payment Policy

Business Wire

LOS ANGELES -- November 6, 2013

BreitBurn Energy Partners L.P. (the “Partnership”) (NASDAQ:BBEP) today
announced record financial and operating results for the third quarter of 2013
and conversion to a monthly distribution payment policy beginning in January
2014.

Selected Results for the Quarter Included the Following:

  *Increased total net production to a quarterly record high of 3.1 MMBoe,
    which represented a 43% increase from the third quarter of 2012.
  *Increased liquids production to a quarterly record high of 1.9 MMBoe,
    which represented a 94% increase from the third quarter of 2012.
  *Increased Adjusted EBITDA, a non-GAAP financial measure, to a quarterly
    record high of $112.1 million, which represented a 46% increase from the
    third quarter of 2012.
  *Drilled 54 wells and completed 19 workovers, which in total added
    incremental net initial production of approximately 2,730 Boe/day.
  *Declared a cash distribution for the third quarter of 2013 of $0.4875 per
    unit, or $1.95 per unit on an annualized basis, on October 30, 2013, which
    represented a 4.8% increase from the third quarter of 2012. The
    distribution will be paid on November 14, 2013 to unitholders of record on
    November 11, 2013.
  *Completed acquisitions of oil and gas properties and associated midstream
    assets in the Oklahoma Panhandle and New Mexico in July 2013 for
    approximately $864 million, subject to customary purchase price
    adjustments.
  *Increased distributable cash flow, a non-GAAP financial measure, to $64.6
    million, which represented a 47% increase from the third quarter of 2012.
    Distributable cash flow per common unit increased to $0.64, which
    represented a 20% increase from the third quarter of 2012.
  *Reported distribution coverage ratio of 1.3x for the third quarter of
    2013.

Management Commentary

Halbert Washburn, CEO, said: “We delivered another solid quarter with record
production and Adjusted EBITDA. The strong performance this quarter positions
us to deliver on the second half 2013 guidance we announced in June. As
expected, we significantly increased liquids production with the addition of
our recently acquired assets in Oklahoma and New Mexico and the continued
success of our 2013 capital program. Oil and natural gas liquids accounted for
61% of total net production in the quarter, up from approximately 45% of total
net production one year ago. We are also pleased to announce that beginning in
January of 2014, we will commence paying distributions on a monthly rather
than quarterly basis. This change is designed to more efficiently return
capital to investors and satisfy growing demand for investment options paying
monthly distributions. We believe that being responsive to our investors is an
important part of our business.”

Conversion to Monthly Distribution Payment Policy, Beginning January 2014

The Board of Directors has approved a change in the Partnership’s distribution
payment policy from a quarterly payment schedule to a monthly payment schedule
beginning with the distributions relating to the fourth quarter of 2013. The
payment of monthly distributions is expected to commence in January 2014.

Subject to declaration by the Board of Directors, the table below illustrates
the expected monthly payment schedule for the distributions relating to the
fourth quarter of 2013, which will be paid during the first quarter of 2014.
We expect payment of distributions to continue on a similar schedule in the
future.

Record Date          Payment Date
                        
January 13, 2014        January 16, 2014
February 10, 2014       February 14, 2014
March 10, 2014          March 14, 2014

Third Quarter 2013 Operating and Financial Results Compared to Second Quarter
2013

  *Total production increased to a record quarterly high of 3,098 MBoe in the
    third quarter of 2013, up from 2,453 MBoe in the second quarter of 2013.
    Average daily production was 33.7 MBoe/day in the third quarter of 2013
    compared to 27.0 MBoe/day in the second quarter of 2013.

       *Oil and NGL production was 1,888 MBoe compared to 1,287 MBoe in the
         second quarter of 2013.
       *Natural gas production was 7,258 MMcf compared to 6,994 MMcf in the
         second quarter of 2013.

  *Adjusted EBITDA, a non-GAAP financial measure, was $112.1 million in the
    third quarter of 2013 compared to $84.8 million in the second quarter of
    2013. The increase was due to higher crude oil and natural gas production
    from the Oklahoma properties acquired in July, increased production from
    our 2013 capital program, and higher overall realized crude oil prices,
    partially offset by lower realized natural gas prices.
  *Pre-tax lease operating expenses, which include district expenses,
    processing fees and transportation costs, were $18.96 per Boe in the third
    quarter of 2013 compared to $19.79 per Boe in the second quarter of 2013.
  *General and administrative expenses, excluding non-cash unit-based
    compensation, were $3.62 per Boe in the third quarter of 2013 compared to
    $3.56 per Boe in the second quarter of 2013.
  *Oil, NGL, and natural gas sales revenues were $197.4 million in the third
    quarter of 2013, up from $149.3 million in the second quarter of 2013,
    primarily reflecting higher crude oil and natural gas sales volumes and
    higher realized crude oil prices, partially offset by lower realized
    natural gas prices.
  *Losses on commodity derivative instruments were $54.8 million in the third
    quarter of 2013 compared to gains of $67.0 million in the second quarter
    of 2013, which primarily reflected an increase in crude oil futures prices
    during the third quarter of 2013. Derivative instrument settlement
    payments were $6.3 million in the third quarter of 2013 compared to
    settlement receipts of $4.8 million in the second quarter of 2013.
  *NYMEX WTI crude oil spot prices averaged $105.83 per barrel and Brent
    crude oil spot prices averaged $110.23 per barrel in the third quarter of
    2013 compared to $94.05 per barrel and $102.57 per barrel, respectively,
    in the second quarter of 2013. Henry Hub natural gas spot prices averaged
    $3.56 per Mcf in the third quarter of 2013 compared to $4.02 per Mcf in
    the second quarter of 2013.
  *Realized crude oil and NGL prices, excluding the effects of commodity
    derivative settlements, averaged $93.73 per Boe and realized natural gas
    prices, excluding the effects of commodity instruments, averaged $3.69 per
    Mcf in the third quarter of 2013, compared to $87.82 per Boe and $4.22 per
    Mcf, respectively, in the second quarter of 2013.
  *Net loss attributable to the Partnership, including the effect of
    derivative instruments, was $25.0 million, or $0.25 per diluted common
    unit, in the third quarter of 2013, compared to a net income of $76.4
    million, or $0.75 per diluted common unit, in the second quarter of 2013.
  *Oil and gas capital expenditures totaled $87 million in the third quarter
    of 2013 compared to $65 million in the second quarter of 2013.
  *Distributable cash flow, a non-GAAP financial measure, was $64.6 million
    in the third quarter of 2013 compared to $48.2 million in the second
    quarter of 2013. Distributable cash flow per common unit was $0.64 in the
    third quarter of 2013 compared to $0.48 in the second quarter of 2013.

Impact of Derivative Instruments

The Partnership uses commodity derivative instruments to mitigate the risks
associated with commodity price volatility 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. Because the Partnership does not use hedge accounting to
account for its derivative instruments, changes in the fair value of
derivative instruments are recorded in earnings each reporting period. These
non-cash changes in the fair value of derivatives do not affect Adjusted
EBITDA, cash flow from operations, distributable cash flow or the
Partnership’s ability to pay cash distributions for the reporting periods
presented.

Total losses from commodity derivative instruments were approximately $54.8
million for the third quarter of 2013, which include $6.3 million net payments
for contracts that settled during the period.

Production, Statement of Operations, and Realized Price Information

The following table presents production, selected income statement and
realized price information for the three months ended September 30, 2013 and
2012, and the three months ended June 30, 2013:

                          Three Months Ended
                             September 30,    June 30,     September 30,
Thousands of dollars,        2013                2013            2012
except as indicated
Oil and NGL sales            $  170,597          $ 119,805       $  90,036
Natural gas sales              26,816           29,481          21,664   
Oil, natural gas and         $  197,413          $ 149,286       $  111,700
NGL sales (a)
(Loss) gain on
commodity derivatives           (54,765  )         66,993           (69,418  )
instruments
Other revenues, net            737              702             796      
Total revenues               $  143,385         $ 216,981       $  43,078   
Lease operating
expenses and                 $  58,731           $ 48,544        $  40,325
processing fees
Production and                 14,476           11,066          8,574    
property taxes
Total lease operating        $  73,207          $ 59,610        $  48,899   
expenses
Purchases and other             226                337              293
operating costs
Change in inventory            (4,931   )        1,287           856      
Total operating costs        $  68,502          $ 61,234        $  50,048   
Lease operating
expenses, pre taxes,         $  18.96            $ 19.79         $  18.62
per Boe (b)
Production and
property taxes per Boe          4.67               4.51             3.96
(c)
Total lease operating          23.63            24.30           22.58    
expenses per Boe
General and
administrative
expenses (excluding
unit-based                   $  11,227          $ 8,727         $  8,069    
compensation)
Net (loss) income
attributable to the          $  (25,011  )       $ 76,432        $  (73,003  )
partnership
Net (loss) income per
diluted limited              $  (0.25    )       $ 0.75          $  (1.00    )
partner unit
                                                                 
Total production                3,098              2,453            2,166
(MBoe)
Oil and NGL (MBoe)              1,888              1,287            973
Natural gas (MMcf)              7,258              6,994            7,161
Average daily                  33,674           26,956          23,545   
production (Boe/d)
Sales volumes (MBoe)           3,027            2,528           2,219    
Average realized sales
price (per Boe) (a)          $  65.14            $ 58.98         $  50.25
(d)
Oil and NGL (per Boe)           93.73              87.82            87.59
(a) (d)
Natural gas (per Mcf)          3.69             4.22            3.03     
(d)

(a) Includes crude oil purchases.
(b) Includes lease operating expenses, district expenses, transportation
expenses and processing fees.
(c) Includes ad valorem and severance taxes.
(d) Excludes the effect of commodity derivative settlements.


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 are “Adjusted EBITDA” and
“distributable cash flow.” These non-GAAP financial measures should not be
considered as alternatives to GAAP measures, such as net income, operating
income, cash flow from operating activities or any other GAAP measure of
liquidity or financial performance. Management believesthat these non-GAAP
financial measures enhance comparability to prior periods.

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. Distributable cash
flow is used by management as a tool to measure the cash distributions we
could pay to our unitholders. This financial measure indicates to investors
whether or not we are generating cash flow at a level that can support our
distribution rate to our unitholders. These non-GAAP financial measures 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 or distributable cash flow in the same manner.

Adjusted EBITDA

The following table presents a reconciliation of net income 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
                          September 30,       June 30,       September
                                                                   30,
Thousands of              2013                   2013              2012 (a)
dollars
Reconciliation
of net income
(loss) to
Adjusted EBITDA:
                                                                   
Net income
(loss)                    $  (25,011  )          $ 76,432          $ (73,003 )
attributable to
the Partnership
                                                                   
Loss (gain) on
commodity                    54,765                (66,993 )         69,418
derivative
instruments
Commodity
derivative
instrument                   (6,323   )            4,798             22,496
settlements (b)
(c)
Depletion,
depreciation and             60,125                46,541            37,270
amortization
expense
Interest expense
and other                    23,548                18,420            15,362
financing costs
Loss on interest             -                     -                 242
rate swaps (d)
Loss on sale of              77                    71                68
assets
Income tax
expense                      24                    574               (647    )
(benefit)
Unit-based
compensation                4,889               4,989           5,652   
expense (e)
Adjusted EBITDA           $  112,094             $ 84,832          $ 76,858
                                                                   
Less:
                                                                   
Maintenance               $  25,782              $ 19,511          $ 17,677
capital (f)
Cash interest               21,748              17,072          15,173  
expense
                                                                   
Distributable
cash flow
available to              $  64,564             $ 48,249         $ 44,008  
common
unitholders
                                                                   
Distributable
cash flow per             $  0.64                $ 0.48            $ 0.53
common unit
Common unit
distribution                 1.3x                  1.0x              1.1x
coverage
                                                                   
Reconciliation
of net cash
flows from
operating
activities to
Adjusted EBITDA:
                                                                   
Net cash
provided by               $  69,520              $ 38,570          $ 65,725
operating
activities
                                                                   
Increase
(decrease) in
assets net of
liabilities                  20,663                29,074            (3,935  )
relating to
operating
activities
Interest expense             21,721                17,062            15,133
(d) (g)
Income from
equity                       121                   (130    )         (47     )
affiliates, net
Income taxes                 69                    256               (18     )
Non-controlling              -                     -                 -
interest
                                                                
Adjusted EBITDA           $  112,094            $ 84,832         $ 76,858  
                                                                   
(a) Adjusted EBITDA for the three months ended September 30, 2012 was
conformed to exclude $13.2 million related to "Net operating cash flow from
acquisitions, effective date through closing date."
(b) Excludes pre-paid premiums, paid in 2012, related to crude oil derivatives
that settled during the three months ended September 30, 2013, June 30, 2013,
and September 30, 2012 of $1.2 million, $1.2 million and $0.3 million,
respectively.
(c) For the three months ended September 30, 2013, June 30, 2013 and September
30, 2012, includes settlements received (paid) on crude oil derivatives of
$(17.9) million, $(3.6) million and $2.0 million, respectively, and
settlements received on natural gas derivatives of $11.6 million, $8.4 million
and $20.5 million, respectively.
(d) The three months ended September 30, 2012 include settlements paid on
interest rate derivatives of $0.8 million.
(e) Represents non-cash long-term unit-based incentive compensation expense.
(f) Maintenance Capital is management's estimate of the investment in capital
projects and obligatory spending on existing facilities and operations needed
to hold production flat year over year.
(g) Excludes amortization of debt issuance costs and amortization of senior
note discount/premium.


Hedge Portfolio Summary

The table below summarizes the Partnership’s commodity derivative hedge
portfolio as of November 5, 2013. Please refer to the updated Commodity Price
Protection Portfolio via our website for additional details related to our
hedge portfolio.

              Year
                 2013        2014        2015        2016        2017        2018
Oil
Positions:
Fixed
Price
Swaps -
NYMEX WTI
Hedged
Volume             13,016         11,314         10,189         6,711          5,471          493
(Bbls/d)
Average
Price            $ 95.26        $ 93.67        $ 94.71        $ 86.97        $ 83.38        $ 82.20
($/Bbl)
Fixed
Price
Swaps -
ICE Brent
Hedged
Volume             4,200          4,800          3,300          4,300          298            -
(Bbls/d)
Average
Price            $ 97.57        $ 98.88        $ 97.73        $ 95.17        $ 97.50        $ -
($/Bbl)
Collars -
NYMEX WTI
Hedged
Volume             500            1,000          1,000          -              -              -
(Bbls/d)
Average
Floor            $ 77.00        $ 90.00        $ 90.00        $ -            $ -            $ -
Price
($/Bbl)
Average
Ceiling          $ 103.10       $ 112.00       $ 113.50       $ -            $ -            $ -
Price
($/Bbl)
Collars -
ICE Brent
Hedged
Volume             -              -              500            500            -              -
(Bbls/d)
Average
Floor            $ -            $ -            $ 90.00        $ 90.00        $ -            $ -
Price
($/Bbl)
Average
Ceiling          $ -            $ -            $ 109.50       $ 101.25       $ -            $ -
Price
($/Bbl)
Puts -
NYMEX WTI
Hedged
Volume             1,000          500            500            1,000          -              -
(Bbls/d)
Average
Price            $ 90.00        $ 90.00        $ 90.00        $ 90.00        $ -            $ -
($/Bbl)
Total:
Hedged
Volume             18,716         17,614         15,489         12,511         5,769          493
(Bbls/d)
Average
Price            $ 95.01        $ 94.78        $ 94.75        $ 90.15        $ 84.11        $ 82.20
($/Bbl)
                                                                                            
Gas
Positions:
Fixed
Price
Swaps -
MichCon
City-Gate
Hedged
Volume             37,000         7,500          7,500          17,000         10,000         -
(MMBtu/d)
Average
Price            $ 6.50         $ 6.00         $ 6.00         $ 4.46         $ 4.48         $ -
($/MMBtu)
Fixed
Price
Swaps -
Henry Hub
Hedged
Volume             27,100         38,600         43,200         20,700         5,571          -
(MMBtu/d)
Average
Price            $ 4.68         $ 4.80         $ 4.83         $ 4.24         $ 4.51         $ -
($/MMBtu)
Puts -
Henry Hub
Hedged
Volume             -              6,000          1,500          -              -              -
(MMBtu/d)
Average
Price            $ -            $ 5.00         $ 5.00         $ -            $ -            $ -
($/MMBtu)
Total:
Hedged
Volume             64,100         52,100         52,200         37,700         15,571         -
(MMBtu/d)
Average
Price            $ 5.73         $ 4.99         $ 5.00         $ 4.34         $ 4.49         $ -
($/MMBtu)
                                                                                            
Calls -
Henry Hub
Hedged
Volume             30,000         15,000         -              -              -              -
(MMBtu/d)
Average
Price            $ 8.00         $ 9.00         $ -            $ -            $ -            $ -
($/MMBtu)
Deferred
Premium          $ 0.08         $ 0.12         $ -            $ -            $ -            $ -
($/MMBtu)
                                                                                              
                                                                                              
                                                                                              

Premiums paid in 2012 related to oil and natural gas derivatives to be settled
in the fourth quarter of 2013 and beyond are as follows:

             Year
Thousands
of              2013       2014       2015       2016       2017     2018
dollars
                                                                                    
Oil             $ 1,233       $ 4,479       $ 4,683       $ 7,438       $ 734       $  -
Natural         $ -           $ 4,015       $ 1,989       $ 952         $ -         $  -
gas
                                                                                       

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 888-539-3612 (international
callers dial +1-719-457-2661) 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 November 13, 2013 by dialing 877-870-5176
(international callers dial +1-858-384-5517) and entering replay PIN 5755701,
or by going to the 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 publicly traded independent oil and gas
master 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
Michigan, Wyoming, Oklahoma, California, Texas, Florida, 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 the
Partnership’s operations that are based on management's current expectations,
estimates and projections about its operations. Words and phrases such as
“believes,” “expect,” “future,” “impact,” “guidance,” “will be,” “will
commence,” “future,” 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 cash flow and
other sources of liquidity to execute our business plan, prices and demand for
natural gas and oil, increases in operating costs, uncertainties inherent in
estimating our reserves and production, 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,
risks relating to our acquisitions, 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, and if
applicable, 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, the Partnership
undertakes no obligation to update publicly any forward-looking 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.

BBEP-IR


BreitBurn Energy Partners L.P. and Subsidiaries
Unaudited Consolidated Balance Sheets


                                          September 30,    December 31,
Thousands                                    2013                2012
ASSETS
Current assets
Cash                                         $ 2,818             $ 4,507
Accounts and other receivables, net            115,931             67,862
Derivative instruments                         16,558              34,018
Related party receivables                      530                 1,413
Inventory                                      11,118              3,086
Prepaid expenses                               3,071               2,779
Intangibles, net                              6,554             -         
Total current assets                           156,580             113,665
Equity investments                             7,126               7,004
Property, plant and equipment
Oil and gas properties                         4,409,806           3,363,946
Other assets                                  15,986            14,367    
                                               4,425,792           3,378,313
Accumulated depletion and depreciation        (813,713  )        (666,420  )
Net property, plant and equipment              3,612,079           2,711,893
Other long-term assets
Intangibles, net                               6,693               -
Derivative instruments                         71,085              55,210
Other long-term assets                         46,893              27,722
                                                                
Total assets                                 $ 3,900,456        $ 2,915,494 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable                             $ 50,653            $ 42,497
Derivative instruments                         12,388              5,625
Revenue and royalties payable                  26,576              22,262
Wages and salaries payable                     12,154              10,857
Accrued interest payable                       29,467              13,002
Accrued liabilities                           36,645            20,997    
Total current liabilities                      167,883             115,240
                                                                 
Credit facility                                1,090,000           345,000
Senior notes, net                              755,699             755,696
Deferred income taxes                          2,739               2,487
Asset retirement obligation                    111,642             98,480
Derivative instruments                         1,775               4,393
Other long-term liabilities                   4,431             4,662     
Total liabilities                              2,134,169           1,325,958
                                                                 
Partners' equity                              1,766,287         1,589,536 
                                                                 
Total liabilities and equity                 $ 3,900,456        $ 2,915,494 
                                                                 
Common units outstanding                       99,680              84,668
                                                                             


BreitBurn Energy Partners L.P. and Subsidiaries
Unaudited Consolidated Statements of Operations

                  Three Months Ended               Nine Months Ended
                     September 30,                       September 30,
Thousands of
dollars,             2013           2012              2013           2012
except per
unit amounts
                                                                           
Revenues and
other income
items
Oil, natural
gas and              $ 197,413         $ 111,700         $ 467,061         $ 300,688
natural gas
liquid sales
(Loss) gain on
commodity
derivative             (54,765 )         (69,418 )         (11,948 )         1,865
instruments,
net
Other revenue,        737             796             2,197           2,848   
net
Total revenues
and other              143,385           43,078            457,310           305,401
income items
Operating
costs and
expenses
Operating              68,502            50,048            181,889           142,203
costs
Depletion,
depreciation           60,125            37,270            154,456           109,068
and
amortization
General and
administrative         16,116            13,721            44,695            40,321
expenses
Loss on sale          77              68              139             222     
of assets
                                                                           
Operating              (1,435  )         (58,029 )         76,131            13,587
(loss) income
                                                                           
Interest
expense, net           23,548            15,362            60,387            43,231
of capitalized
interest
Loss on
interest rate          -                 242               -                 926
swaps
Other expense         4               17              (5      )        36      
(income), net
Total other           23,552          15,621          60,382          44,193  
expense
                                                                           
(Loss) income          (24,987 )         (73,650 )         15,749            (30,606 )
before taxes
                                                                           
Income tax
expense               24              (647    )        628             (201    )
(benefit)
                                                                           
Net (loss)             (25,011 )         (73,003 )         15,121            (30,405 )
income
                                                                           
Less: Net
income
attributable           -                 -                 -                 (62     )
to
noncontrolling
interest
                                                                        
Net (loss)
income
attributable          (25,011 )        (73,003 )        15,121          (30,467 )
to the
partnership
                                                                           
Basic net
(loss) income        $ (0.25   )       $ (1.00   )       $ 0.15           $ (0.44   )
per unit
Diluted net
(loss) income        $ (0.25   )       $ (1.00   )       $ 0.15           $ (0.44   )
per unit
                                                                                     


BreitBurn Energy Partners L.P. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows


                                        Nine Months Ended
                                           September 30,
Thousands of dollars                       2013              2012
                                                                
Cash flows from operating activities
Net income (loss)                          $ 15,121             $ (30,405    )
Adjustments to reconcile net loss to
cash flow
from operating activities:
Depletion, depreciation and                  154,456              109,068
amortization
Unit-based compensation expense              14,700               16,855
Loss (gain) on derivative                    11,948               (939       )
instruments
Derivative instrument settlements            3,633                62,877
Prepaid premiums on derivative               -                    (13,303    )
instruments
Income from equity affiliates, net           (122       )         356
Deferred income taxes                        252                  (503       )
Loss on sale of assets                       139                  222
Other                                        3,989                3,366
Changes in assets and liabilities:
Accounts receivable and other assets         (62,882    )         2,878
Inventory                                    (8,032     )         1,208
Net change in related party                  883                  2,329
receivables and payables
Accounts payable and other                  32,857             12,267     
liabilities
Net cash provided by operating              166,942            166,276    
activities
Cash flows from investing activities
Property acquisitions                        (861,601   )         (313,404   )
Capital expenditures                         (191,472   )         (77,699    )
Proceeds from sale of assets                226                863        
Net cash used in investing                  (1,052,847 )        (390,240   )
activities
Cash flows from financing activities
Issuance of common units                     285,011              370,504
Distributions                                (137,447   )         (93,734    )
Proceeds from issuance of long-term          1,381,000            1,066,885
debt, net
Repayments of long-term debt                 (636,000   )         (1,109,000 )
Change in book overdraft                     (316       )         (2,299     )
Debt issuance costs                         (8,032     )        (9,346     )
Net cash provided by financing              884,216            223,010    
activities
Decrease in cash                             (1,689     )         (954       )
Cash beginning of period                    4,507              5,328      
Cash end of period                         $ 2,818             $ 4,374      

Contact:

Investor Relations Contacts:
James G. Jackson
Executive Vice President and Chief Financial Officer
213-225-5900 x273
or
Jessica Tang
Investor Relations
213-225-5900 x210
 
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