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
For the Years Ended December 31, 2001 and 2000
3
BERRY PETROLEUM COMPANY THRIFT PLAN
December 31, 2001 and 2000
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 of Assets Held for Investment Purposes 17
Signatures 18
Consent of Independent Auditors 19
Certifications 20
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, 2001 and 2000, and the
related statement of changes in net assets available for
benefits for the year ended December 31, 2001. 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 audits 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, 2001 and 2000 and the changes in net
assets available for benefits for the year then ended
December 31, 2001, 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 for investment purposes
as of December 31, 2001, is presented for the
purpose of additional analysis and is not a 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 audit
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.
/s/ Daniells, Phillips, Vaughan & Bock
Bakersfield, California
May 23, 2002
2
5
BERRY PETROLEUM COMPANY THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
ASSETS:
Blended income fund
Investments, at contract value $ 4,746,085 $ 2,864,395
Cash, interest bearing - 1,978,001
Investments, at fair value 8,432,666 8,421,428
Participant loans 532,097 566,551
---------- ----------
Net assets available for benefits $ 13,710,848 $ 13,830,375
========== ==========
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, 2001
ADDITIONS:
Additions to net assets attributable to:
Contributions:
Participants $ 581,624
Employer 423,713
----------
1,005,337
----------
Interest and dividends 482,661
Participant loan interest payments 55,756
Net (depreciation) in fair
value of investments (584,421)
----------
(46,004)
----------
Total additions 959,333
----------
DEDUCTIONS:
Deductions from net assets attributable to:
Administrative fees 3,403
Benefits paid to participants 1,075,457
----------
Total deductions 1,078,860
----------
Net (decrease) (119,527)
Net assets available for benefits:
Beginning of year 13,830,375
----------
End of year $ 13,710,848
==========
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 2001 and averaged approximately
7.25% and were 9% for all of 2000. The Plan for 2001 and 2000 allowed
employees to contribute a maximum combined pre-tax and after-tax deferral
of 16%. As of May 1, 2002, this limit was raised to 60%.
Participant and employer contributions are subject to statutory
limitations, which for 2001 were $10,500 pre-tax and $30,000 total for all
employee and employer contributions. 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 Stock Spartan U.S. Equity Index Fund
Blended Income Fund 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 Blended Income Fund,
Berry Petroleum Company Common Stock 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, effective February
1, 2002.
5
8
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, continued
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 2000. 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
December 31, 2000 at the contract value (which approximates fair market
value) as reported by the insurance companies and, because the last
contract matured on December 31, 2001, at cash value at December 31, 2001.
The following investments had values at December 31, 2001 representing
more than 5% of net assets available for Plan benefits:
Blended Income Fund
Fidelity Comingled Pool Account $ 4,746,085
Fidelity Contrafund 1,744,808
Fidelity Low-Priced Stock 1,119,056
Fidelity Growth & Income 932,406
Spartan U.S. Equity Index 876,582
Fidelity Diversified International 859,990
Fidelity Equity Income I 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 2000
Credited Credited
Interest Average Interest Average
Issuer Rate Yield Rate Yield
John Hancock
Contract #1 - - 6.68% due 6.68%
12/29/2000
Contract #2 6.17% due 6.17% 6.17% due 6.17%
12/31/2001 12/31/2001
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, 2001 and 2000 totaled
$5,975 and $16,400, 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 12
months after taking a hardship withdrawal. In addition, participants will
not receive matching contributions or forfeitures for the 12 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.
Concentration of Credit Risk
At December 31, 2001, none of the Plan investments are invested in
separate GICs with insurance companies.
The $1,978,001 in cash at December 31, 2000 was from the maturity of a
group annuity contract at John Hancock and was invested in Fidelity's
Managed Income Portfolio in January 2001. At December 31, 2000 the GIC's
made up 37% of the Blended Income Fund balance of $4,842,396. The Plan has
not incurred any losses related to these investments.
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.
8
11
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 2. Summary of Significant Accounting Policies, continued
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 assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
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 Plan's investments in GICs are valued at their contract value.
Contract value (which approximates fair value) represents contributions
made under the contract, plus interest earned at contract rates less
withdrawals.
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.
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.
Note 4. Subsequent Events
On February 1, 2002, all remaining funds allocated to the Blended Income
Fund were transferred to Fidelity's Managed Income Portfolio, due to the
maturity of the last remaining GIC contract with John Hancock on December
31, 2001.
Effective May 1, 2002, the Plan was modified to increase the maximum
allowable amount of tax-deferred and after-tax contributions to be made to
the Plan by an eligible employee. The maximum combined tax-deferred and
after-tax contribution was increased from a maximum of 16% of eligible
earnings to a combined maximum of 60% of eligible earnings. The maximum
contribution is still subject to other statutory limitations as set by IRS
rules and regulations.
9
12
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments
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 Total
-------- ------- -------- -------- -------- -------- -------- ------- --------
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
======== ======== ======== ======== ======== ======== ======== ======== ==========
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Spartan
2000 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 $4,842,396 $ 443,098 $2,161,798 $ 845,041 $ 268,317 $ 960,350 $ 744,654 $ 924,649 $ 765,302
========= ======== ========= ======== ======== ======== ======== ======== ========
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom Freedom Freedom US Bond Loan
Income 2000 2010 2020 2030 2040 Index Account Total
-------- ------- -------- -------- -------- -------- -------- ------- --------
ASSETS (continued):
Investments, at fair value
Net assets
available for
benefits $ 103,858 $ 52,480 $ 192,046 $ 580,712 $ 335,775 $ - $ 43,348 $ 566,551 $13,830,375
======== ======== ======== ======== ======== ======== ======== ======== ==========
10
13
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. 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
========= ======== ========= ======== ======== ======== ========= ======== ========
11
14
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. 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 Total
--------- ------- -------- --------- -------- -------- --------- ------- --------
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
======== ======= ======== ======== ======== ======= ======= ======= ==========
12
15
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments (continued)
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Spartan
2000 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 $ 45,736 $ 22,347 $ 88,111 $ 20,899 $ 10,321 $ 56,134 $ 26,608 $ 46,816 $ 107,734
Employer 33,373 21,084 87,089 22,771 8,698 55,135 27,522 44,186 94,257
Interest and
dividends 313,075 13,634 271,913 63,128 21,254 54,911 97,716 84,901 7,746
Interest from
participant
loans 6,827 983 11,565 4,769 796 8,264 4,872 6,125 10,150
Net appreciation
(depreciation) in
fair value of
investments - (45,546) (422,289) (537) (3,811) (143,961) (768) (102,853) (83,036)
Exchanges in 504,232 30,001 56,058 7,035 - 76,082 190,787 24,946 33,320
Forfeiture
activity 13,260 - - - - - - - -
Loan principal
repayment 33,986 3,360 50,880 17,902 3,490 36,475 23,565 19,258 45,044
--------- ------- -------- -------- -------- -------- -------- -------- --------
Total additions 950,489 45,863 143,327 135,967 40,748 143,040 370,302 123,379 215,215
--------- ------- -------- -------- -------- -------- -------- -------- --------
DEDUCTIONS:
Administrative
fees 1,013 - 131 713 123 2 26 313 319
Forfeiture
activity 480 5,884 994 - 103 290 201 509 582
Benefits paid to
participants 941,338 13,708 71,181 3,379 154 29,253 711 1,253 900
Loan withdrawals 47,464 1,855 23,697 40,170 473 8,367 20,054 18,035 24,106
Exchanges out 486,077 226,132 251,310 57,323 37,468 100,714 18,932 76,444 168,191
--------- -------- -------- -------- -------- -------- -------- -------- --------
Total deductions 1,476,372 247,579 347,313 101,585 38,321 138,626 39,924 96,554 194,098
--------- -------- -------- -------- -------- -------- -------- -------- --------
Net increase
(decrease) (525,883) (201,716) (203,986) 34,382 2,427 4,414 330,378 26,825 21,117
Net assets available
for benefits,
beginning of
year 5,368,279 644,814 2,365,784 810,659 265,890 955,936 414,276 897,824 744,185
--------- -------- --------- -------- -------- -------- -------- -------- --------
Net assets available
for benefits,
end of year $4,842,396 $ 443,098 $2,161,798 $ 845,041 $ 268,317 $ 960,350 $ 744,654 $ 924,649 $ 765,302
========= ======== ========= ======== ======== ======== ======== ======== ========
13
16
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments (continued)
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom Freedom US Bond Loan
2000 Income 2000 2010 2020 2030 Index Account Total
--------- ------- -------- --------- -------- -------- --------- -------
ADDITIONS TO NET ASSETS(continued):
Contributions from:
Participants $ 4,601 $ 4,823 $ 30,701 $ 39,970 $ 28,838 $ 8,031 $ - $ 541,670
Employer 6,901 6,732 24,552 34,735 28,426 7,784 - 503,245
Interest and
dividends 6,546 6,683 13,760 54,767 21,183 2,339 (213) 1,033,343
Interest from
participant loans - - 515 2,808 5,039 175 - 62,888
Net appreciation
(depreciation)
in fair value
of investments (2,606) (5,951) (15,286) (89,260) (41,070) 1,563 - (955,411)
Exchanges in 88,416 35,391 84,116 446,510 81,360 1,465 - 1,659,719
Forfeiture
activity - - - - - - - 13,260
Loan principal
repayment - - 1,366 11,255 13,410 674 (260,665) -
------- ------- ------- ------- -------- ------- ------- ---------
Total additions 103,858 47,678 139,724 500,785 137,186 22,031 (260,878) 2,858,714
------- ------- ------- ------- -------- ------- ------- ---------
DEDUCTIONS:
Administrative fees - - - 88 25 - - 2,753
Forfeiture activity - - 89 - 4,128 - - 13,260
Benefits paid to
participants - - 122 - 8,026 - 41,567 1,111,592
Loan withdrawals - - - 3,160 2,791 1,172 (191,290) -
Exchanges out - 24,444 29,495 183,189 - - - 1,659,719
-------- ------- -------- -------- -------- ------- -------- ---------
Total deductions - 24,444 29,706 186,383 14,970 1,172 (149,723) 2,787,324
-------- ------- -------- -------- -------- ------- -------- ---------
Net increase
(decrease) 103,858 23,234 110,018 314,402 122,216 20,859 (111,155) 71,390
Net assets available
for benefits,
beginning of year - 29,246 82,028 266,310 213,559 22,489 677,706 13,758,985
-------- ------- -------- -------- -------- ------- ------- ----------
Net assets available
for benefits,
end of year $ 103,858 $ 52,480 $ 192,046 $ 580,712 $ 335,775 $ 43,348 $ 566,551 $13,830,375
======== ======= ======== ======== ======== ======= ======= ==========
14
17
BERRY PETROLEUM COMPANY THRIFT PLAN
Schedule of Assets Held for Investment Purposes
December 31, 2001
Identity of issue, Description of investment
borrower, lessor, including maturity date,
or similar party rate of interest,
collateral, par or maturity Current
value Value
Blended Income Fund Comingled Pool Account $ 4,746,085
----------
* Berry Petroleum Company Berry Stock Account - 489,836
($.01 par value) Class A Common Stock
(33,129 shares)
Fidelity Contrafund Mutual Fund 1,744,808
Fidelity Diversified Mutual Fund 859,990
International
Fidelity Growth & Income Mutual Fund 932,406
Fidelity Equity Income I Mutual Fund 751,693
Spartan US Equity Index Mutual Fund 876,582
Fidelity Low Priced Stock Mutual Fund 1,119,056
Fidelity Puritan Mutual Fund 216,633
Fidelity Freedom Income Mutual Fund 120,749
Fidelity Freedom 2000 Mutual Fund 45,492
Fidelity Freedom 2010 Mutual Fund 269,016
Fidelity Freedom 2020 Mutual Fund 567,384
Fidelity Freedom 2030 Mutual Fund 334,218
Fidelity Freedom 2040 Mutual Fund 5,594
Fidelity US Bond Index Mutual Fund 99,209
----------
Total Investments at Fair Value 8,432,666
----------
Total Investments $ 13,178,751
==========
Participant loans Interest bearing loans $ 532,097
at prime rate plus 2%; ==========
interest rates on
outstanding loans range from
7% to 11.5%.
* Party in interest
15
18
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
16
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 May 23, 2002, appearing in this
Annual Report on Form 11-K of the Berry Petroleum Company
Thrift Plan for the year ended December 31, 2001.
/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, 2001 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, 2001 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