SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-9735
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
BERRY PETROLEUM COMPANY THRIFT PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Berry Petroleum Company
5201 Truxtun Avenue, Suite 300
Bakersfield, California 93309-0640
2
BERRY PETROLEUM COMPANY
THRIFT PLAN
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
December 31, 2002 and 2001
3
BERRY PETROLEUM COMPANY THRIFT PLAN
December 31, 2002 and 2001
INDEX
PAGE
Report of Independent Auditors 4
Financial Statements
Statements of Net Assets Available for Benefits 5
Statement of Changes in Net Assets Available
for Benefits 6
Notes to Financial Statements 7
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year) 18
Signatures 19
Consent of Independent Auditors 20
Certifications 21
1
4
INDEPENDENT AUDITOR'S REPORT
To the Administrator of the
Berry Petroleum Company Thrift Plan
We have audited the accompanying statements of net
assets available for benefits of the Berry Petroleum Company
Thrift Plan as of December 31, 2002 and 2001, and the
related statement of changes in net assets available for
benefits for the year ended December 31, 2002. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States of
America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of Berry Petroleum Company Thrift
Plan as of December 31, 2002 and 2001 and the changes in net
assets available for benefits for the year ended
December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets (held at end of year) as of
December 31, 2002, is presented for the purpose of
additional analysis and is not required part of the basic
financial statements, but is supplementary information
required by the United States Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial
statements take as a whole.
Daniells, Phillips, Vaughan & Bock
Bakersfield, California
June 13, 2003
2
5
BERRY PETROLEUM COMPANY THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
ASSETS:
Investments, at fair value $ 7,789,205 $ 8,432,666
Investments, at values quoted by trust 5,444,806 -
Investments, at contract value - 4,746,085
Participant loans 513,137 532,097
---------- ----------
Net assets available for benefits $ 13,747,148 $ 13,710,848
========== ==========
The accompanying notes are an integral part of these financial statements.
3
6
BERRY PETROLEUM COMPANY THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2002
ADDITIONS:
Additions to net assets attributable to:
Contributions:
Participants $ 625,837
Employer 414,389
Rollovers 10,262
---------
1,050,488
---------
Interest and dividends 265,930
Participant loan interest payments 49,988
Net (depreciation) in
fair value of investments (946,830)
---------
(630,912)
---------
Total additions 419,576
---------
DEDUCTIONS:
Deductions from net assets
attributable to:
Administrative fees 3,239
Benefits paid to participants 380,037
---------
Total deductions 383,276
---------
Net increase 36,300
Net assets available for benefits:
Beginning of year 13,710,848
----------
End of year $13,747,148
==========
The accompanying notes are an integral part of these financial statements.
4
7
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description
The following description of the Berry Petroleum Company Thrift Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the Plan Agreement for more complete
information.
General
The Plan is a defined contribution plan under Section 401(k) of the
Internal Revenue Code (the "Code"). All employees of Berry Petroleum
Company (the "Company") who have completed six months of service, as
defined in the Plan Agreement, and who are not covered by a collective
bargaining agreement with retirement benefits, are eligible to participate
in the Plan.
Contributions
Employees who elect to participate in the Plan must contribute 6% of
their annual earnings as a basic tax-deferred contribution. The Company
matches 100% of this employee contribution. The Plan provides for a
Company match in excess of 6% if certain financial results are achieved.
Company matching contributions can range from 6% to 9% of eligible
participating employee earnings for active participants in the Plan.
Matching contributions were from 6% to 9% in both 2002 and 2001
and averaged approximately 6.83% and 7.25% for 2002 and 2001,
respectively. The Plan allowed employees to contribute a maximum
combined pre-tax and after-tax deferral of 60% as of May 1, 2002,
up from a previous limit of 16%.
Participant and employer contributions are subject to statutory
limitations, which for 2002 were $11,000 pre-tax and $40,000 total for all
employee and employer contributions. Employees who have attained the age
of 50 by the end of the Plan year were eligible to make an additional catch-
up contribution of $1,000 for 2002. Participants vest immediately in their
contributions, and vesting in employer contributions is at a rate of 20%
per year of service during the first five years of employment.
Investment Funds
The investment selections available to participants are as follows:
Berry Petroleum Company Common Stock Spartan U.S. Equity Index Fund
Managed Income Portfolio Fidelity U.S. Bond Index Fund
Fidelity Contrafund Fidelity Freedom Income Fund
Fidelity Diversified Fidelity Freedom 2000 Fund
International Fund
Fidelity Equity Income I Fund Fidelity Freedom 2010 Fund
Fidelity Growth & Income Fund Fidelity Freedom 2020 Fund
Fidelity Low Priced Stock Fund Fidelity Freedom 2030 Fund
Fidelity Puritan Fund Fidelity Freedom 2040 Fund
Contributions made by or on behalf of Plan participants are invested
monthly and held under a trust agreement in one or more of the investment
funds selected by the Plan Sponsor in accordance with the provisions of the
Plan Agreement and as directed by the participants. Employees are able to
choose to have their contributions invested in the Managed Income
Portfolio, Berry Petroleum Company Common Stock
5
8
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, continued
and a selection of mutual funds, currently at 14. With the maturity on
December 31, 2001 of the last separate GIC contract, all of the funds
allocated to the Blended Income Fund were moved to Fidelity's Managed
Income Portfolio, a common collective trust, effective February 1, 2002.
The Managed Income Portfolio is designed to preserve capital and achieve
a competitive level of income over time while attempting to maintain a
participant's unit value at one dollar per share, similar to a money
market fund.
The 14 mutual funds available for investments noted above are: Fidelity
Contrafund seeks high capital appreciation, Fidelity Diversified
International seeks capital appreciation investing in equity markets
worldwide but mainly those in the Morgan Stanley EAFE Index, which excludes
the United States, Fidelity Equity Income I is a stock fund seeking capital
appreciation and dividend income that exceeds the yield of the Standard &
Poors 500 Index ("S & P 500 Index"), Fidelity Growth & Income seeks long-
term capital growth, current income and growth of income, consistent with
reasonable investment risk, Fidelity Low Priced Stock seeks capital
appreciation by investing mainly in low-priced common stocks (less than
$35.00 at original purchase), Fidelity Puritan seeks as much income as
possible, consistent with the preservation of capital, by investing in
common stocks, bonds and preferred stock, Spartan U. S. Equity Index is a
stock index fund that seeks investment results that correspond to the total
return performance of the S & P 500 Index by duplicating the investment
composition.
Fidelity U. S. Bond Index seeks to provide investment results that
correspond to the aggregate price and interest performance of the debt
securities of the Lehman Brothers Aggregate Bond Index. Fidelity Freedom
Income seeks a high level of current income with capital appreciation as a
secondary objective. The Fidelity Freedom 2000, 2010, 2020, 2030 and 2040
mutual funds are designed to provide attractive long-term returns
consistent with the targeted investment horizon.
The Plan had group annuity contracts ("GICs") with John Hancock Mutual
Life Insurance Company ("John Hancock") during 2001 and in prior years.
All of the Plan's group annuity contracts were fully benefit responsive.
Each account was credited with income determined at a fixed interest rate
until maturity. These contracts are included in the financial statements
at cash value at December 31, 2001 because the last contract matured on
December 31, 2001.
The following investments had values at December 31, 2002 and 2001
representing more than 5% of net assets available for Plan benefits:
2002 2001
Fidelity Managed Income Portfolio $ 5,444,806 $ -
Blended Income Fund - 4,746,085
Fidelity Contrafund 1,545,417 1,744,808
Fidelity Low-Priced Stock 1,145,130 1,119,056
Fidelity Diversified International 822,059 859,990
Fidelity Growth & Income 808,021 932,406
Spartan U.S. Equity Index 767,638 876,582
Fidelity Equity Income I 628,882 751,693
6
9
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, continued
The following table presents a summary of credited interest rates and
average yield information for each of the GICs for the period shown:
2001
Credited
Interest Average
Issuer Rate Yield
John Hancock
Contract #2 6.17% due 12/31/2001 6.17%
Participant Accounts
Participant statements are prepared and distributed quarterly. However,
the participant can access their account daily with Fidelity's Net Benefits
online service. Each participant's account is credited with the
participant's and the Company's contributions, in addition to the
allocation of any Plan earnings or losses and forfeitures of terminated
participants' nonvested accounts. Earnings or losses are allocated on a
fund-by-fund basis. Allocations are based on the ratio of the
participant's account balance in each mutual fund to the total assets of
the mutual fund. Allocation of forfeitures is based on service units from
0 to 12 depending on months of service during the year. Only employees who
are active participants at December 31 each year are eligible for the
allocation of forfeitures to their accounts. Forfeitures allocated to
participant accounts for the years ended December 31, 2002 and 2001 totaled
$24,839 and $5,975, respectively.
Participant Loans
Participants are entitled to borrow from their vested account balances in
amounts from $1,000 to $50,000, but not in excess of 50% of their vested
account balances. Interest is computed based on the prime rate in the Wall
Street Journal on the date of the application, plus 2%. A maximum of two
loans can be outstanding at any one time and each loan must be repaid over
a period of from 1 to 5 years. Each loan is supported by a promissory note
with the participant's account balance as collateral.
Hardship Withdrawals
The Plan allows for hardship withdrawals to pay certain housing, health
or education expenses if the participant does not have other funds
available for these expenses. Internal Revenue Service ("IRS") regulations
require that a participant cannot make contributions to the Plan for 6
months after taking a hardship withdrawal. In addition, participants will
not receive matching contributions or forfeitures for the 6 months they are
ineligible to participate in the Plan.
7
10
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, continued
Payment of Benefits
Upon termination of service due to retirement, death, disability or other
reasons, the participant or beneficiary, in the case of death, can request
withdrawal of his or her account equal to the value of the vested balance
in the participant account, reduced by any unpaid loan balance. If
desired, a participant can leave the account balance in the Plan until the
participant attains age 70 and 1/2 unless the participant's vested account
balance is less than $5,000, in which case the vested account balance would
be distributed to the participant.
Plan Termination
Although it is anticipated that the Plan will remain in effect
indefinitely, the Company has the right to discontinue its contributions
and terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974. In the event of complete or partial
termination of the Plan, participants become 100% vested in the employer
contributions and earnings thereon. Upon termination of the Plan, all
participants have equal priority in the distribution of any Plan assets in
excess of Plan liabilities.
Trustees and Administration
The Company has entered into a trust agreement with Fidelity Management
Trust Company (Fidelity) to handle duties as the named Trustee for the
Plan. Three officers of the Company, Jerry V. Hoffman, Ralph J. Goehring
and Kenneth A. Olson, are the Administrators of the Plan, and Berry
Petroleum Company is the Plan Sponsor. The Administrators have the
authority to delegate plan administration duties as necessary. Certain
administrative expenses are paid by the Company. Fidelity, as the Trustee,
receives contributions from the Plan Sponsor, invests and reinvests the
Plan's assets, determines the market value of Plan assets, prepares
statements and processes loans and withdrawals to beneficiaries.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared using the accrual method of
accounting in accordance with generally accepted accounting principles.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits and changes therein. Actual results could differ from those
estimates.
8
11
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 2. Summary of Significant Accounting Policies, continued
Investments
Quoted market prices as of the valuation date are used to compute the
fair value of equity securities in the Berry Stock Fund and the 14 mutual
funds. The value of the Managed Income Portfolio is based on the unit
price quoted by the trust, representing the fair value of the underlying
investments.
In accordance with the policy of stating Plan assets at their fair value,
the Plan presents the net appreciation (depreciation) in the fair value of
its investments in the statement of changes in net assets, which consists
of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Expenses of the Plan
The Plan's administrative expenses are paid by either the Plan or the
Plan's Sponsor as provided by the Plan document.
Note 3. Tax Status
On June 7, 1988 the IRS advised the Company that the Plan meets the
requirements of Section 401(a) of the Code, as restated by the Tax Reform
Act of 1986, and is therefore exempt from federal income taxes under
Section 501(a) of the Code. In 1994 conforming amendments, as requested by
the IRS, were made to the Plan Agreement and a favorable determination
letter was issued by them on December 7, 1994.
The Plan has been amended and restated since the receipt of the prior IRS
determination letter of December 7, 1994. The Plan Sponsor believes the
Plan is designed to be, and is currently being operated, in compliance with
the applicable requirements of the Internal Revenue Code (see Note 4
below).
Note 4. Subsequent Events
Fidelity received a favorable IRS Determination Letter from the IRS for
their Prototype Plan (the Prototype Plan) in November 2002. The Sponsor
had a choice of conforming the Plan to Fidelity's Prototype Plan so that
they could rely on Fidelity's Determination Letter, or maintaining the Plan
as is and filing their own determination letter for the differences that
existed. After evaluation of the required changes and the benefits that
would pass on to the participants, the Administrators elected to make the
required changes to the Plan so that the Plan would conform to Fidelity's
Prototype Plan. On March 6, 2003, the Board of Directors approved the
adoption of Fidelity's Prototype 401(k) Plan along with the changes
9
12
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 4. Subsequent Events, continued
required to conform Berry Petroleum Company's Plan to Fidelity's Prototype
Plan. Future changes required to conform the Plan to IRS Regulations or
rule changes will be implemented by Fidelity to their Prototype Plan, which
has been adopted.
The changes were implemented in two steps, the Prototype Plan was adopted
and implemented in June 2003 and the Berry Petroleum Company Stock fund
(Berry Stock Fund) is being changed from a share accounted fund option to a
mutual fund accounted option effective July 1, 2003.
After the switch to mutual fund accounting for the Berry Stock Fund,
participants will be able to trade all of the investment options in the
Plan on a daily basis, rather than daily for the mutual funds and the
Managed Income Portfolio and only during the two monthly trading dates for
Berry Stock (approximately on the 15th and 31st of each month.) This
change will allow full internet access for Plan Participants, including
investment transfers and loan and withdrawal requests without intervention
by the Plan Administrators.
Note 5. Transactions with Parties-in-Interest
During the years ended December 31, 2002 and 2001, there were transactions
involving investment of Plan assets in investment funds maintained by the Plan's
trustee, a party-in-interest as defined in Section 3(14) of ERISA. One of the
Plan's investment options is Berry Petroleum Company Common Stock which is
purchased by the Plan's trustee in the open market.
10
13
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 6. Investments
Fidelity Fidelity
Managed Berry Fidelity Diversified Low Fidelity Spartan
2002 Income Stock Fidelity Equity Fidelity Interna- Priced Growth & US Equity
Portfolio Fund Contrafund Income I Puritan tional Stock Income Index
--------- ------- ---------- -------- -------- --------- --------- -------- ---------
ASSETS:
Investments, at fair value
Net assets
available for
benefits $5,444,806 $ 582,388 $1,545,417 $ 628,882 $ 166,327 $ 822,059 $1,145,130 $ 808,021 $ 767,638
========= ======== ========= ======== ======== ======== ========= ======== ========
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom Freedom Freedom US Bond Loan
Income 2000 2010 2020 2030 2040 Index Account Totals
-------- ------- -------- -------- -------- -------- -------- ------- --------
ASSETS (continued):
Investments, at fair value
Net assets
available for
benefits $ 131,605 $ 58,733 $ 291,961 $ 430,698 $ 240,496 $ 21,035 $ 148,815 $ 513,137 $13,747,148
======== ======== ======== ======== ======== ======== ======== ======== ==========
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Spartan
2001 Income Stock Fidelity Equity Fidelity Interna- Priced Growth & US Equity
Fund Fund Contrafund Income I Puritan tional Stock Income Index
--------- ------- ---------- -------- -------- --------- --------- -------- ---------
ASSETS:
Investments, at fair value
Net assets
available for
benefits $4,746,085 $ 489,836 $1,744,808 $ 751,693 $ 216,633 $ 859,990 $1,119,056 $ 932,406 $ 876,582
========= ======== ========= ======== ======== ======== ========= ======== ========
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom Freedom Freedom US Bond Loan
Income 2000 2010 2020 2030 2040 Index Account Totals
-------- ------- -------- -------- -------- -------- -------- ------- --------
ASSETS (continued):
Investments, at fair value
Net assets
available for
benefits $ 120,749 $ 45,492 $ 269,016 $ 567,384 $ 334,218 $ 5,594 $ 99,209 $ 532,097 $13,710,848
======== ======== ======== ======== ======== ======== ======== ======== ==========
11
14
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 6. Investments (continued)
Fidelity Fidelity
Managed Blended Berry Fidelity Diversified Low Fidelity Spartan
2002 Income Income Stock Fidelity Equity Fidelity Interna- Priced Growth & US Equity
Portfolio Fund Fund Contrafund Income I Puritan tional Stock Income Index
--------- ------- ------- ---------- -------- -------- --------- --------- -------- ---------
ADDITIONS TO NET ASSETS:
Contributions from:
Participants $ 69,594 $ 5,073 $ 40,094 $ 66,483 $ 21,226 $ 9,324 $ 50,384 $ 65,680 $ 52,102 $ 96,212
Employer 46,369 (2,258) 26,942 47,644 16,410 5,980 36,023 45,424 37,650 57,975
Rollover
contributions 4,056 - 3,664 - - - - 1,695 847 -
Interest and
dividends 229,178 23,610 13,142 - - - - - - -
Interest from
participant
loans 8,116 479 655 7,784 4,453 515 6,601 4,947 4,142 4,910
Net appreciation
(depreciation) in
fair value of
investments - - 46,354 (157,420) (133,787) (18,207) (82,930) (81,462) (173,982) (195,541)
Exchanges in 5,349,938 - 53,192 100,104 25,000 - 18,311 92,388 11,282 20,477
Forfeiture
activity 9,721 14,405 - - - - - - - -
Loan principal
repayment 40,957 1,771 2,895 42,049 27,818 2,790 33,157 25,176 28,063 30,504
--------- ------- -------- -------- -------- -------- -------- -------- -------- --------
Total additions 5,757,929 43,080 186,938 106,644 (38,880) 402 61,546 153,848 (39,896) 14,537
--------- ------- -------- -------- -------- -------- -------- -------- -------- --------
DEDUCTIONS:
Administrative
fees 1,000 - - 125 769 287 19 370 206 263
Forfeiture
activity - 3,818 2,272 3,089 746 - 2,135 1,877 (242) 6,456
Benefits paid to
participants 10,756 21,360 47,918 160,820 13,951 - 27,290 18,472 4,857 43,185
Loan withdrawals 79,517 - 1,359 77,104 11,070 6,456 26,838 1,309 10,147 4,387
Exchanges out 221,850 4,763,987 42,837 64,897 57,395 43,965 43,195 105,746 69,521 69,190
--------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Total deductions 313,123 4,789,165 94,386 306,035 83,931 50,708 99,477 127,774 84,489 123,481
--------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Net increase
(decrease) 5,444,806 (4,746,085) 92,552 (199,391) (122,811) (50,306) (37,931) 26,074 (124,385) (108,944)
Net assets available
for benefits,
beginning of
year - 4,746,085 489,836 1,744,808 751,693 216,633 859,990 1,119,056 932,406 876,582
--------- --------- -------- --------- -------- -------- -------- --------- -------- --------
Net assets available
for benefits,
end of year $5,444,806 $ - $ 582,388 $1,545,417 $ 628,882 $ 166,327 $ 822,059 $1,145,130 $ 808,021 $ 767,638
========= ========= ======== ========= ======== ======== ======== ========= ======== ========
12
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 6. Investments (continued)
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom Freedom Freedom US Bond Loan
2002 Income 2000 2010 2020 2030 2040 Index Account Totals
--------- ------- -------- --------- -------- -------- --------- ------- --------
ADDITIONS TO NET
ASSETS(continued):
Contributions from:
Participants $ 5,373 $ 9,770 $ 30,365 $ 45,515 $ 22,297 $ 12,136 $ 24,209 $ - $ 625,837
Employer 6,185 4,456 15,754 31,772 17,349 5,744 14,970 - 414,389
Rollover
contributions - - - - - - - - 10,262
Interest and
dividends - - - - - - - - 265,930
Interest from
participant loans - - 1,247 1,581 3,161 - 1,167 230 49,988
Net appreciation
(depreciation)
in fair value
of investments (269) (985) (19,735) (84,139) (55,017) (2,439) 12,729 - (946,830)
Exchanges in - - - 41,350 71 - 14,749 - 5,726,862
Forfeiture
activity - - - - - - - - 24,126
Loan principal
repayment - - 12,063 10,636 14,540 - 6,846 (279,265) -
------- ------- ------- ------- -------- ------- ------- -------- ---------
Total additions 11,289 13,241 39,694 46,715 2,401 15,441 74,670 (279,035) 6,170,564
------- ------- ------- ------- -------- ------- ------- -------- ---------
DEDUCTIONS:
Administrative fees - - 13 50 131 - 6 - 3,239
Forfeiture activity 152 - (549) 1,803 2,569 - - - 24,126
Benefits paid to
participants 281 - 504 13,388 9,129 - 1,477 6,649 380,037
Loan withdrawals - - 16,200 477 29,426 - 2,434 (266,724) -
Exchanges out - - 581 167,683 54,868 - 21,147 - 5,726,862
------- ------- ------- -------- ------- ------- ------- -------- ---------
Total deductions 433 - 16,749 183,401 96,123 - 25,064 (260,075) 6,134,264
------- ------- ------- -------- ------- ------- ------- -------- ---------
Net increase
(decrease) 10,856 13,241 22,945 (136,686) (93,722) 15,441 49,606 (18,960) 36,300
Net assets available
for benefits,
beginning of year 120,749 45,492 269,016 567,384 334,218 5,594 99,209 532,097 13,710,848
------- ------- ------- -------- ------- ------- ------- -------- ----------
Net assets available
for benefits,
end of year $ 131,605 $ 58,733 $ 291,961 $ 430,698 $ 240,496 $ 21,035 $ 148,815 $513,137 $13,747,148
======== ======= ======== ======== ======== ======= ======== ======= ==========
13
16
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 6. Investments (continued)
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Spartan
2001 Income Stock Fidelity Equity Fidelity Interna- Priced Growth & US Equity
Fund Fund Contrafund Income I Puritan tional Stock Income Index
--------- ------- ---------- -------- -------- --------- --------- -------- ---------
ADDITIONS TO NET ASSETS:
Contributions from:
Participants $ 61,089 $ 22,961 $ 75,890 $ 23,044 $ 10,657 $ 54,833 $ 41,556 $ 50,277 $ 107,645
Employer 27,586 19,816 63,278 20,431 8,448 43,060 32,558 39,567 73,781
Interest and
dividends 262,311 14,401 8,929 28,491 11,099 446 62,724 18,094 9,801
Interest from
participant
loans 5,186 413 9,881 4,989 548 7,692 5,389 5,365 8,763
Net appreciation
(depreciation) in
fair value of
investments - 93,682 (257,232) (66,579) (12,725) (129,169) 153,272 (104,983) (102,444)
Exchanges in 357,412 94,753 41,522 31,000 - 21,887 179,901 10,000 75,331
Forfeiture
activity 8,566 - - - - - - - -
Loan principal
repayment 31,837 1,247 34,987 16,240 2,512 24,690 14,783 21,053 28,451
--------- ------- -------- -------- -------- -------- -------- -------- --------
Total additions 753,987 247,273 (22,745) 57,616 20,539 23,439 490,183 39,373 201,328
--------- ------- -------- -------- -------- -------- -------- -------- --------
DEDUCTIONS:
Administrative
fees 817 - 50 737 275 19 585 350 263
Forfeiture
activity - 939 2,361 - - - 548 2,467 781
Benefits paid to
participants 549,875 7,523 185,127 101,802 66,261 13,074 107,266 3,842 3,984
Loan withdrawals 64,924 - 54,322 20,955 3,447 28,933 3,878 3,529 291
Exchanges out 234,682 192,073 152,385 27,470 2,240 81,773 3,504 21,428 84,729
--------- --------- -------- -------- -------- -------- -------- -------- --------
Total deductions 850,298 200,535 394,245 150,964 72,223 123,799 115,781 31,616 90,048
--------- --------- -------- -------- -------- -------- -------- -------- --------
Net increase
(decrease) (96,311) 46,738 (416,990) (93,348) (51,684) (100,360) 374,402 7,757 111,280
Net assets available
for benefits,
beginning of
year 4,842,396 443,098 2,161,798 845,041 268,317 960,350 744,654 924,649 765,302
--------- --------- --------- --------- -------- -------- -------- --------- --------
Net assets available
for benefits,
end of year $4,746,085 $ 489,836 $1,744,808 $ 751,693 $ 216,633 $ 859,990 $1,119,056 $ 932,406 $ 876,582
========= ========= ========= ========= ======== ======== ========= ======== ========
14
17
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 6. Investments (continued)
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom Freedom Freedom US Bond Loan
2001 Income 2000 2010 2020 2030 2040 Index Account Totals
--------- ------- -------- --------- -------- -------- --------- ------- --------
ADDITIONS TO NET ASSETS(continued):
Contributions from:
Participants $ 4,459 $ 6,801 $ 26,859 $ 45,927 $ 32,136 $ 3,269 $ 14,221 $ - $ 581,624
Employer 5,630 2,484 14,837 34,645 26,189 2,201 9,202 - 423,713
Interest and
dividends 4,638 1,079 11,811 28,639 15,412 53 4,733 - 482,661
Interest from
participant loans - - 839 2,114 4,245 - 332 - 55,756
Net appreciation
(depreciation)
in fair value
of investments (2,169) (1,658) (18,869) (81,323) (55,392) 71 1,097 - (584,421)
Exchanges in 24,470 - 83,367 14,115 24,540 - 25,000 - 983,298
Forfeiture
activity - - - - - - - - 8,566
Loan principal
repayment - - 2,389 8,483 23,953 - 1,288 (211,913) -
------- ------- ------- ------- -------- ------- ------- -------- ---------
Total additions 37,028 8,706 121,233 52,600 71,083 5,594 55,873 (211,913) 1,951,197
------- ------- ------- ------- -------- ------- ------- -------- ---------
DEDUCTIONS:
Administrative fees - - - 119 188 - - - 3,403
Forfeiture activity - - 821 - 649 - - - 8,566
Benefits paid to
participants - - 876 9 389 - 12 35,417 1,075,457
Loan withdrawals - - - 9,309 23,288 - - (212,876) -
Exchanges out 20,137 15,694 42,566 56,491 48,126 - - - 983,298
-------- ------- -------- -------- -------- ------- ------- -------- ---------
Total deductions 20,137 15,694 44,263 65,928 72,640 - 12 (177,459) 2,070,724
-------- ------- -------- -------- -------- ------- ------- -------- ---------
Net increase
(decrease) 16,891 (6,988) 76,970 (13,328) (1,557) 5,594 55,861 (34,454) (119,527)
Net assets available
for benefits,
beginning of year 103,858 52,480 192,046 580,712 335,775 - 43,348 566,551 13,830,375
-------- ------- -------- -------- -------- ------- ------- ------- ----------
Net assets available
for benefits,
end of year $ 120,749 $ 45,492 $ 269,016 $ 567,384 $ 334,218 $ 5,594 $ 99,209 $532,097 $13,710,848
======== ======= ======== ======== ======== ======= ======= ======= ==========
15
18
BERRY PETROLEUM COMPANY THRIFT PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2002
Identity of issue, Description of investment
borrower, lessor, or including maturity date,
similar party rate of interest, collateral, Current
par or maturity value Value
* Berry Petroleum Company Berry Stock Account -
($.01 par value) Class A Common Stock $ 582,388
(33,129 shares)
*Fidelity Managed Income Common Collective Trust 5,444,806
Portfolio
*Fidelity Contrafund Mutual Fund 1,545,417
*Fidelity Diversified Mutual Fund 822,059
International
*Fidelity Growth & Income Mutual Fund 808,021
*Fidelity Equity Income I Mutual Fund 628,882
*Spartan US Equity Index Mutual Fund 767,638
*Fidelity Low Priced Stock Mutual Fund 1,145,130
*Fidelity Puritan Mutual Fund 166,327
*Fidelity Freedom Income Mutual Fund 131,605
*Fidelity Freedom 2000 Mutual Fund 58,733
*Fidelity Freedom 2010 Mutual Fund 291,961
*Fidelity Freedom 2020 Mutual Fund 430,698
*Fidelity Freedom 2030 Mutual Fund 240,496
*Fidelity Freedom 2040 Mutual Fund 21,035
*Fidelity US Bond Index Mutual Fund 148,815
-----------
Total Investments $ 13,234,011
===========
*Participant loans Interest bearing loans $ 513,137
at prime rate plus 2%; ===========
interest rates on outstanding
loans range from 6.25% to 11.5%.
* Party in interest
16
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
BERRY PETROLEUM COMPANY THRIFT PLAN
By /s/ Jerry V. Hoffman
Name: Jerry V. Hoffman
Title: Member of 401(k) Administrative Committee
By /s/ Ralph J. Goehring
Name: Ralph J. Goehring
Title: Member of 401(k) Administrative Committee
By /s/ Kenneth A. Olson
Name: Kenneth A. Olson
Title: Member of 401(k) Administrative Committee
September 30, 2003
19
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 333-62871 of Berry Petroleum Company on Form S-
8 of our report dated June 13, 2003, appearing in this
Annual Report on Form 11-K of the Berry Petroleum Company
Thrift Plan for the year ended December 31, 2002.
/s/ Daniells Phillips Vaughan & Bock
Bakersfield, California
September 30, 2003
Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of The Berry Petroleum
Company Thrift Plan (the "Plan") on Form 11-K for the year ended
December 31, 2002 as filed with the Securities and Exchange
Commission (the "Report"), I, Jerry V. Hoffman, as Chairman,
President and Chief Executive Officer of the Berry Petroleum
Company, hereby certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to the best of my knowledge, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Plan.
/s/ Jerry V. Hoffman
Jerry V. Hoffman
Chairman, President and Chief Executive Officer
September 30, 2003
Exhibit 32.1
Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of The Berry Petroleum
Company Thrift Plan (the "Plan") on Form 11-K for the year ended
December 31, 2002 as filed with the Securities and Exchange
Commission (the "Report"), I, Ralph J. Goehring, as Senior Vice
President and Chief Financial Officer of the Berry Petroleum
Company, hereby certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to the best of my knowledge, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Plan.
/s/ Ralph J. Goehring
Ralph J. Goehring
Senior Vice President and Chief Financial Officer
September 30, 2003
Exhibit 32.2