BERRY
PETROLEUM COMPANY
THRIFT
PLAN
FINANCIAL
STATEMENTS
AND
SUPPLEMENTAL SCHEDULE
(With
Report of Independent Registered Public Accounting Firm)
December
31, 2008 and 2007
BERRY
PETROLEUM COMPANY THRIFT PLAN
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INDEX
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Report
of Independent Registered Public Accounting Firm
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2
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Financial
Statements
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Statements of Net Assets Available for Benefits as of December 31, 2008 and
2007
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3
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Statement
of Changes in Net Assets Available for Benefits for the year ended
December 31, 2008
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4
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Notes to Financial Statements
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5
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Supplemental
Schedule
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as
of December 31, 2008
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13
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Administrators 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 (the Plan) as of December 31, 2008 and 2007,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2008. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Plan
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no
such opinion. 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 the Plan as of
December 31, 2008 and 2007 and the changes in net assets available for benefits
for the year ended December 31, 2008, 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 H, line 4i –
schedule of assets (held at end of year) as of December 31, 2008, is presented
for the purpose of additional analysis and is not a required part of the basic
2008 financial statements, but is supplementary information required by the
Department of Labor’s 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 our audit of the basic 2008 financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic 2008 financial statements taken as a whole.
KMJ
Corbin & Company LLP
/s/ KMJ
Corbin & Company LLP
Costa
Mesa, California
June 25,
2009
BERRY
PETROLEUM COMPANY THRIFT PLAN
Statements
of Net Assets Available for Benefits
December
31, 2008 and 2007
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2008
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2007
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ASSETS:
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Investments,
at fair value:
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Interest bearing cash
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$
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307,887
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$
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361,338
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Shares in registered investment companies
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11,977,743
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20,606,764
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Common and collective trust
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4,623,978
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5,029,719
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Common stock |
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96,071 |
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- |
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Corporate debt |
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30,920 |
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- |
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Common stock of sponsor
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1,955,757 |
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6,661,544 |
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Participants loans
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775,373
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633,247
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19,767,729
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33,292,612
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Other
receivables
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-
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7,821
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Accrued
income
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269
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1,361
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Total
Assets |
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19,767,998 |
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33,301,794 |
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LIABILITIES:
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Other
liabilities |
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15,374 |
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- |
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Net
assets available for benefits, at fair value
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19,752,624
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33,301,794
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Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
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249,427
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54,661
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Net
assets available for benefits
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$
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20,002,051
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$
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33,356,455
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The
accompanying notes are an integral part of these financial
statements.
BERRY
PETROLEUM COMPANY THRIFT PLAN
Statement
of Changes in Net Assets Available for Benefits
Year
Ended December 31, 2008
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Additions
to (deductions from) net assets attributable to:
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Investment
income (loss)
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Interest
and dividends
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$
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751,922
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Interest from
participant loans
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54,495
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Net depreciation in fair value of investments
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(14,681,100
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Net investment
loss
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(13,874,683
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)
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Contributions:
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Employer
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1,513,210
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Participants
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2,251,369
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Rollovers
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791,238
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Total
Contributions
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4,555,817
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Benefits
paid to participants
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(4,016,550
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Administrative
fees
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(6,211
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Deemed
distribution of participant loans
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(9,886
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Corrective distributions
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(2,891
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Net
decrease in net assets
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(13,354,404
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Net
assets available for benefits:
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Beginning of year
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33,356,455
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End of year
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$
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20,002,051
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The
accompanying notes are an integral part of these financial
statements.
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BERRY
PETROLEUM COMPANY THRIFT PLAN
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NOTES
TO FINANCIAL STATEMENTS
Note
1. Description of Plan
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.
The Plan
is sponsored and administered by Berry Petroleum Company (the Company or Plan
Sponsor). The Plan is a defined contribution plan under Section 401(a) of the
Internal Revenue Code (the Code), which includes a cash or deferred arrangement
under 401(k) of the Code, and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended. Employees
of the Company are immediately eligible for enrollment in the Plan upon their
hire date.
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. Four officers of the Company, Walter
B. Ayers, Kenneth A. Olson, Steven B. Wilson and David D. Wolf 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. On November 25, 2008, the Board of Directors of Berry
Petroleum Company approved Mr. Wolf to replace Mr. Goehring who retired from the
Company and adding Mr. Wilson as an additional Administrator for the
Plan. 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.
Contributions
Employees
who elect to participate in the Plan may contribute from 1% to 60% of their
eligible compensation, as defined in the Plan Agreement. The Company
match consists of a 100% match of each participant's contribution up to the
first 8% of the participant's eligible compensation.
In 2007,
the Plan was amended to allow employees to contribute their 401(k) contributions
to a Roth 401(k) account. The first Roth 401(k) contributions began
April 1, 2007.
Participant and employer contributions
are subject to statutory limitations, which for 2008 were $15,500 pre-tax and
$46,000 for total employee and employer contributions,
respectively. Employees who have attained the age of 50 by the end of
the Plan year are eligible to make an additional catch-up contribution, for
which the limit was $5,000 for 2008. 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. In
addition, participants may elect to contribute a percentage of eligible
compensation into the Plan on an after-tax basis or as noted above as a Roth
401(k) contribution. After-tax contributions are subject to special
Internal Revenue Code rules which must be satisfied and reduce the maximum
amount a participant may contribute. Any contributions that adversely
affect the Plan’s non-discrimination tests may be refused or
refunded.
BERRY
PETROLEUM COMPANY THRIFT PLAN
NOTES
TO FINANCIAL STATEMENTS
Note
1. Description of Plan, continued
Contributions,
continued
Contributions
made by or on behalf of Plan participants are invested as directed by the
participants and held under a trust agreement in one or more of the investment
options selected by the Plan Sponsor in accordance with the provisions of the
Plan Agreement. Employees may choose to have their contributions
invested in the Fidelity Managed Income Portfolio, the Berry Petroleum Company
Common Stock Fund and a selection of mutual funds. In addition to the
investment funds listed below, the Plan Sponsor added a self-directed brokerage
option (Brokerage Option) to the Plan in December 2007. The Brokerage
Option gives the participants the option to invest up to 25% of their account
balance in the Fidelity brokerage account. Investment offerings in
the Fidelity brokerage account include various corporate bonds and common
stocks.
Investment
Funds
The
investment selections available to participants are as follows:
Berry
Petroleum Company Common Stock Fund
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ABF
Small Cap Value PA Fund
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Fidelity
Managed Income Portfolio
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ABF
Large Cap Value PA Fund
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Fidelity
Contrafund
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Columbia
Acorn International Z Fund
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Fidelity
Diversified International Fund
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CRM
Mid Cap Value Investor Fund
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Fidelity
Low-Priced Stock Fund
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Managers
AMG Essex Small/Micro Cap Growth A Fund
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Fidelity
Puritan Fund
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Morgan
Stanley Institutional Equity Growth B Fund
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Fidelity
Freedom Income Fund
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Pimco
High Yield Admin Fund
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Fidelity
Freedom Funds (1)
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Pimco
Real Return Bond Fund
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Fidelity
US Bond Index Fund
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Spartan
US Equity Index Fund
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Fidelity
Brokerage Link (2)
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(1) The
entire range of Freedom Funds are available and comprise the Freedom 2000, 2005,
2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045 and 2050.
(2) Investment
options in the Fidelity Brokerage Link account include various corporate bonds
and common stocks.
The following investments had fair
values at December 31, 2008 and 2007 representing more than 5% of net assets
available for benefits:
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2008
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2007
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Fidelity
Managed Income Portfolio
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$
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4,623,978
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(a)
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$
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5,029,719
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(a)
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Berry
Petroleum Company Common Stock Fund
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2,052,928
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(b)
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7,030,032
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(b)
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Fidelity
Diversified International Fund
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1,992,289
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4,571,462
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Fidelity
Contrafund
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1,831,628
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3,452,562
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Spartan
U.S. Equity Index Fund
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1,226,178
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2,215,987
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Fidelity
Low-Priced Stock Fund
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1,199,926
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2,636,808
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ABF
Large Cap Value PA Fund
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*
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1,764,200
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BERRY
PETROLEUM COMPANY THRIFT PLAN
NOTES
TO FINANCIAL STATEMENTS
Note
1. Description of Plan, continued
Investment
Funds, continued
(a)
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The
schedule reflects the fair value. The contract value of the
investment at December 31, 2008 and 2007, was $4,873,405 and
$5,084,380, respectively.
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(b)
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Investment
balances include cash and cash equivalents of $112,276 and $361,306,
accrued income of $269 and $1,361, other
receivables of $0 and $7,821 and other liabilities of $15,373 and $0 at
December 31, 2008 and 2007,
respectively.
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* Investment
balance was less than 5% of net assets available for benefits at the applicable
date.
Participant
Accounts
Participants can access their accounts
at any time with Fidelity’s Net Benefits online service. Each
participant account is credited with the participant’s and the Company’s
contributions, and the allocation of any Plan earnings or losses. 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 investment option to
the total assets of the investment option. In 2007, the Company
changed the method of using the forfeitures of terminated participants’
non-vested accounts from allocating the available forfeitures to participants’
accounts as an additional Company match to utilizing the available forfeitures
to reduce the amount that the Company was required to fund for matching
contributions. The Plan had a balance of forfeitures at December 31, 2008 and
2007 of $672 and $548, respectively. For the year ended December 31,
2008, $117,160 of forfeitures was applied to employer matching
contributions.
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 1%. A maximum of two loans can be outstanding at
any one time and each loan must be repaid over a period of 1 to 5 years, unless
the loan is for the purchase of a principal residence, in which case the loan
may be repaid over a period of 10 years. Each loan is supported by a
promissory note with the participant’s account balance as
collateral. In the event of default, death, disability or termination
of employment, the entire outstanding principal balance and accrued interest may
become immediately due and payable.
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 six months after taking a
hardship withdrawal. In addition, participants will not receive
matching contributions or forfeitures for the six months they are ineligible to
participate in the Plan. For the year ended December 31, 2008, the
Plan had two hardship withdrawals.
BERRY
PETROLEUM COMPANY THRIFT PLAN
NOTES
TO FINANCIAL STATEMENTS
Note
1. Description of Plan, 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 the age 70 ½ unless the participant’s vested account balance
is less than $5,000, in which case the vested account balance can be distributed
to the participant. The Plan allows withdrawals from the participant
accounts in the form of installment payments in addition to lump sum
distributions.
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 ERISA. In the event of complete or partial termination of the
Plan, participants become 100% vested in their account balances.
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 accounting
principles generally accepted in the United States of America.
Use
of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
of America 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.
Investments
Investments are stated at fair
value. See “Fair Value Measurements” below.
Fidelity Managed Income Portfolio Fund
(Managed Income Fund) is held in a common/collective trust and consists
primarily of investments in fixed-income securities and bond funds; however, the
fund will also purchase third-party wrap contracts and investment contracts
which result in the probability that participant directed transactions with
investments in the fund will be at contract value. Therefore, as
provided by Financial Accounting Standards Board Staff Position, FSP AAG INV-1
and SOP 94-4-1, Reporting of
Fully Benefit- Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined Contribution
Health and Welfare and Pension Plans (the FSP), investments in the
Managed Income Fund are considered to be fully benefit-responsive. As
a result, as required by the FSP, Plan investments in the Managed Income Fund
are reported at fair value.
BERRY
PETROLEUM COMPANY THRIFT PLAN
NOTES
TO FINANCIAL STATEMENTS
Note
2. Summary of Significant Accounting Policies, continued
Investments,
continued
However,
since contract value is the relevant measurement attribute for that portion of
the net assets available for benefits of a defined-contribution plan
attributable to fully benefit responsive investment contracts, the statement of
net assets available for benefits also presents an adjustment from fair value to
contract value for investments in the Managed Income Fund so that such
investments are ultimately reflected at contract value in the statement of net
assets available for benefits.
In accordance with the policy of
stating Plan investments at 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 when paid.
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
Agreement.
Fair
Value Measurements
Effective January 1, 2008, the Plan
adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements
(“SFAS 157”), which defines fair value, establishes a framework for measuring
fair value in accordance with accounting principles generally accepted in the
U.S. and expands required disclosures about fair value
measurements. SFAS 157 defines fair value as the exchange price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal, or in the absence of a principal market, the most advantageous
market for the asset or liability, in an orderly transaction between market
participants on the measurement date. SFAS 157 also establishes a
fair value hierarchy that requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair
value. The standard describes three levels of inputs which prioritize
the inputs used in measuring fair value:
Level
1—Quoted prices in active markets for identical assets or
liabilities
Level
2—Observable inputs other than quoted prices included within Level 1, such as
quoted prices for similar assets or liabilities; quoted prices in markets that
are not active; inputs other than quoted prices that are observable for the
asset or liability (for example interest rates and yield curves, credit risks
and default rates) or other inputs that are principally derived or corroborated
by observable market data, correlation, or by other means.
BERRY
PETROLEUM COMPANY THRIFT PLAN
NOTES
TO FINANCIAL STATEMENTS
Note
2. Summary of Significant Accounting Policies, continued
Fair
Value Measurements, continued
Level
3—Unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or
liabilities.
The
following is a description of the valuation methodologies used for the
investments measured at fair value, including the general classification of such
instruments pursuant to the valuation hierarchy.
Registered
investment companies
The
shares in registered investment companies are valued at quoted market prices in
an exchange and active market, which represents the net asset values of shares
held by the Plan at year end and are classified as Level 1
investments.
Common/collective
trust funds
Investments
in common/collective trust consist of investments in the Managed Income Fund,
and the fair value of these investments is determined by the fund’s trustee
based on the fair value of the underlying securities within the fund, which
represent the net asset value of the shares held by the Plan at year
end. Investments in common and collective trust are classified as
Level 2 investments.
Interest
bearing cash
The
carrying value approximates fair value.
Common
stock
Shares of
common stock are stated at fair value based upon quoted prices on a recognized
securities exchange and are valued at the last reported sales price on the last
business day of the Plan year. Investments in common stock are
classified as Level 1 investments.
Participant
loans
Participant
loans are valued at their outstanding balances, which approximates fair value
and are classified as Level 3 investments.
BERRY
PETROLEUM COMPANY THRIFT PLAN
NOTES
TO FINANCIAL STATEMENTS
Note
2. Summary of Significant Accounting Policies, continued
Fair
Value Measurements, continued
As of
December 31, 2008, the Plan’s investments measured at fair value on a recurring
basis were as follows:
|
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
|
|
Significant
Other Observable Inputs
(Level
2)
|
|
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Significant
Unobservable Inputs
(Level
3)
|
|
Registered
investment companies
|
|
$ |
11,977,743 |
|
|
$ |
- |
|
|
$ |
- |
|
Common/collective
trusts
|
|
|
- |
|
|
|
4,623,978 |
|
|
|
- |
|
Common
stock
|
|
|
96,071 |
|
|
|
- |
|
|
|
- |
|
Corporate
debt
|
|
|
30,920 |
|
|
|
- |
|
|
|
- |
|
Common
stock of sponsor
|
|
|
1,955,757 |
|
|
|
- |
|
|
|
- |
|
Interest
bearing cash
|
|
|
307,887 |
|
|
|
- |
|
|
|
- |
|
Participant
loans
|
|
|
- |
|
|
|
- |
|
|
|
775,373 |
|
|
|
$ |
14,368,378 |
|
|
$ |
4,623,978 |
|
|
$ |
775,373 |
|
The
following is reconciliation for all Level 3 investments, representing
participant loans, for the year ended December 31, 2008:
Balance
at January 1, 2008
|
|
$ |
633,247 |
|
New
loans issued
|
|
|
471,955 |
|
Benefit
payment distributions
|
|
|
(50,312 |
) |
Principal
repayments
|
|
|
(279,517 |
) |
|
|
$ |
775,373 |
|
Note
3. Tax Status
Fidelity,
the Plan’s Trustee, received a favorable IRS Determination Letter from the IRS
for their Prototype Plan (the Prototype Plan) in November 2002. On
June 1, 2003, the Company adopted Fidelity’s Prototype 401(k) Plan conforming
the operations of the Plan to the Prototype Plan, thereby allowing the Company
to rely on Fidelity’s current and future favorable IRS determination
letters. Although the Plan has been amended since receiving the
determination letter, the Plan Sponsor believes the Plan is designed, and is
currently being operated, in compliance with the applicable requirements of the
Internal Revenue Code.
BERRY
PETROLEUM COMPANY THRIFT PLAN
NOTES
TO FINANCIAL STATEMENTS
Note
4. Transactions with Parties-in-Interest and Related Party
Transactions
During
the years ended December 31, 2008 and 2007, there were transactions involving
investment of Plan assets in investment funds maintained by the Plan's Trustee
and participant loans. The Trustee and participants are considered to
be parties-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.
During
the year ended December 31, 2008, the Plan Sponsor paid $54,243 of Plan
administration and employee education costs. In addition, as of
December 31, 2008 and 2007, the Plan had outstanding participant loan balances
of $775,373 and $633,247, respectively. All of these transactions are
considered exempt party-in-interest transactions under ERISA.
Note
5. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of
net assets available for benefits per the financial statements to the amount per
the Form 5500 as of December 31, 2008 and 2007:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per the financial statements
|
$
|
20,002,051
|
|
$
|
33,356,455
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully
benefit-responsive
|
|
|
|
|
|
|
investment
contracts
|
|
(249,427
|
)
|
|
(54,661
|
)
|
|
|
|
|
|
|
|
Net
assets available for benefits per the Form 5500
|
$
|
19,752,624
|
|
$
|
33,301,794
|
|
|
|
|
|
|
|
|
The
following is a reconciliation of the net decrease in net assets per the
financial statements to the amount per the Form 5500 for the year ended
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
decrease in net assets per the financial statements
|
$
|
(13,354,404
|
)
|
|
|
|
|
|
|
|
|
|
|
Change
in the adjustment from fair value to contract value for fully
benefit-responsive
|
|
|
|
|
|
|
investment
contracts for the year ended December 31, 2008
|
|
(194,766
|
)
|
|
|
|
|
|
|
|
|
|
|
Investment loss
per the Form 5500
|
$
|
(13,549,170
|
)
|
|
|
|
|
|
|
|
|
|
|
Note
6. Risks and Uncertainties
The Plan
provides for investments in any combination of mutual funds, Berry Petroleum
Company Common Stock, corporate bonds, common
stock and the Managed Income Portfolio, with different investment
strategies. These investments are exposed to various risks, such as
interest rate, market and credit risks. Due to the level of risk
associated with certain investments and the level of uncertainty related to the
changes in the value of these investments, it is at least reasonably possible
that changes in risks in the near term would materially affect participants’
account balances and the amounts reported in the statements of net assets
available for benefits and the statement of changes in net assets available for
benefits.
BERRY
PETROLEUM COMPANY THRIFT PLAN
Plan
# 002 EIN # 77-0079387
Schedule
I - Schedule H, Line 4i Schedule of Assets (Held at End of Year)
As
of December 31, 2008
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
|
|
|
|
Description
of investment, including maturity date, rate of interest, collateral, par
or maturity value
|
|
Current
Value
|
*
|
|
Berry
Petroleum Company Common Stock Fund ***
|
|
Class
A Common Stock Fund ($0.01 par value)
|
|
$ 2,052,928
|
*
|
|
Fidelity
Managed Income Portfolio
|
|
Common
Collective Trust
|
|
4,623,978
|
*
|
|
Fidelity
Diversified International Fund
|
|
Mutual
Fund
|
|
1,992,289
|
*
|
|
Fidelity
Contrafund
|
|
Mutual
Fund
|
|
1,831,628
|
*
|
|
Fidelity
Low-Priced Stock Fund
|
|
Mutual
Fund
|
|
1,199,926
|
*
|
|
Spartan
U.S. Equity Index Fund
|
|
Mutual
Fund
|
|
1,226,178
|
|
|
ABF
Large Cap Value PA Fund
|
|
Mutual
Fund
|
|
961,296
|
*
|
|
Fidelity
US Bond Index Fund
|
|
Mutual
Fund
|
|
722,630
|
|
|
CRM
Mid Cap Value Inv Fund
|
|
Mutual
Fund
|
|
496,689
|
|
|
Morgan
Stanley Institutional Equity Growth B Fund
|
|
Mutual
Fund
|
|
512,695
|
*
|
|
Fidelity
Freedom 2020 Fund
|
|
Mutual
Fund
|
|
295,859
|
|
|
ABF
Small Cap Value PA Fund
|
|
Mutual
Fund
|
|
302,356
|
|
|
Managers
AMG Essex Small/Microcap Growth A Fund
|
|
Mutual
Fund
|
|
283,046
|
|
|
Pimco
Real Return Bond Fund
|
|
Mutual
Fund
|
|
506,639
|
*
|
|
Fidelity
Puritan Fund
|
|
Mutual
Fund
|
|
352,620
|
*
|
|
Fidelity
Freedom 2030 Fund
|
|
Mutual
Fund
|
|
187,987
|
|
|
Pimco
High Yield Admin Fund
|
|
Mutual
Fund
|
|
365,838
|
*
|
|
Fidelity
Freedom 2025 Fund
|
|
Mutual
Fund
|
|
82,630
|
*
|
|
Fidelity
Freedom 2010 Fund
|
|
Mutual
Fund
|
|
152,825
|
*
|
|
Fidelity
Freedom 2040 Fund
|
|
Mutual
Fund
|
|
159,918
|
*
|
|
Fidelity
Brokerage Link
|
|
Self
Directed Brokerage Accounts
|
|
322,569
|
|
|
Columbia
Acorn International Z Fund
|
|
Mutual
Fund
|
|
125,158
|
*
|
|
Fidelity
Freedom Income Fund
|
|
Mutual
Fund
|
|
84,806
|
*
|
|
Fidelity
Freedom 2000 Fund
|
|
Mutual
Fund
|
|
41,058
|
*
|
|
Fidelity
Freedom 2035 Fund
|
|
Mutual
Fund
|
|
35,529
|
*
|
|
Fidelity
Freedom 2015 Fund
|
|
Mutual
Fund
|
|
21,572
|
*
|
|
Fidelity
Freedom 2045 Fund
|
|
Mutual
Fund
|
|
22,124
|
*
|
|
Fidelity
Freedom 2050 Fund
|
|
Mutual
Fund
|
|
13,398
|
*
|
|
Fidelity
Freedom 2005 Fund
|
|
Mutual
Fund
|
|
1,049
|
|
|
Fidelity
Retirement Money Market **
|
|
Money
Market
|
|
33
|
|
|
|
|
|
|
18,977,251
|
*
|
|
Participant
loans
|
|
Interest
bearing loans at prime rate plus 1% to 2%; interest rates on outstanding
loans range from 5% to 10% for a period of 1 to 5 years.
|
|
775,373
|
|
|
|
|
|
|
$
19,752,624
|
|
|
* Party-in-interest
|
|
|
|
|
|
|
** Fidelity
Retirement Money Market Funds unallocated to participant accounts at
year-end.
|
|
|
|
|
***
Includes 258,698 shares of Class A Common Stock, $0.01 par value, and cash
of $112,276, accrued income of $269 and other liabilities of
$15,374.
|
|
|