New York, June 13, 2012 -- Moody's Investors Service upgraded Berry Petroleum Company's (Berry) Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Ba3 and upgraded its senior unsecured notes rating to B1. The outlook is stable. This action concludes Moody's review for upgrade, which commenced on April 2, 2012.

"The upgrade reflects Berry's high cash margins on production," commented Andrew Brooks, Moody's Vice President. "With oil comprising 73% of first quarter 2012 production, Berry is well placed to take advantage of high oil prices. Accumulated acreage in the Permian ensures that the company has substantial development potential for future oil production growth."

Issuer: Berry Petroleum Company

..Upgrades:

.... Corporate Family Rating, Upgraded to Ba3 from B1

.....Probability of Default Rating, Upgraded to Ba3 from B1

.....Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from B2

.....Multiple Seniority Shelf, Upgraded to (P)B1 from (P)B3

....Multiple Seniority Shelf, Upgraded to (P)B2 from (P)Caa1

....Multiple Seniority Shelf, Upgraded to (P)B3 from (P)Caa2

......Outlook Actions:

....Outlook, Changed To Stable From Rating Under Review

RATING RATIONALE

Berry's Ba3 Corporate Family Rating (CFR) reflects its growing production, its high quality asset base, the extent to which production is dominated by crude oil, which contributes to its strong cash margins, offset by its relatively high debt leverage and modest size. A series of asset acquisitions have increased debt leverage, but diversified Berry's reserve base, supported by its long-lived, positive cash-flowing legacy California crude oil production.

We expect Berry's oil production will increase to approximately 75% of its total production in 2012, up from 69% in 2011, a function of its continuing three-basin focus in California, the Permian and the Uinta Basin. Total production in 2012 is expected to average 38,000-39,000 Boe per day, up roughly 8% from 2011, driven by an approximate 20% increase in oil production. Berry has largely mitigated commodity price risk, hedging 70% of its expected 2012 oil production and 40% in 2013. While the company has not hedged its natural gas production, its gas-fired steam requirements for enhanced oil recovery (EOR) in California effectively act as a natural hedge for the bulk of its natural gas production.

Berry's 47% Proved Undeveloped Reserves (PUDs) and 21 year Proved Reserve life afford the company substantial drilling upside, minimizing the need for further acquisitions to generate growth. Its Permian Basin acreage is comprised of 71% PUDs at December 31, 2011, where Berry has identified over 450 potential drilling locations and will run a five rig program in 2012.

The SGL-2 rating reflects good liquidity through mid-2013. At March 31, 2012 on a pro forma basis, the company had approximately $824 million of availability under its $1.2 billion ($1.4 billion borrowing base) secured revolving credit facility, which matures in May 2016. The pro forma adjustment is the result of Berry's repayment of $350 million of its senior and senior subordinated notes subsequent to quarter-end with the proceeds of March 2012's $600 million senior notes issue. Berry's funds from operations and revolver availability should sufficiently cover capital expenditures and working capital requirements through 2013. The revolving credit facility has one financial covenant - a minimum EBITDAX to interest of 2.75x. There is ample headroom under the covenant and we expect full compliance through 2013. Substantially all of Berry's assets are pledged as collateral for the secured revolving credit facility.

The stable outlook reflects growth in Berry's production approaching a sustained level of 45,000 Boe per day in 2013, and the assumption that the company will only moderately outspend cash flow in 2012. An upgrade would be considered if Berry appears able to de-lever to below $30,000 debt to average daily production, and grows production to levels approaching 60,000 Boe per day. A downgrade would be considered should Berry's production fail to grow as projected, resulting in relative debt leverage failing to drop below $40,000 per Boe of average daily production.

The B1 rating on the senior unsecured notes reflects both the overall probability of default of Berry, to which Moody's assigns a PDR of Ba3, and a loss given default of LGD5 (74%). Berry's senior unsecured notes are subordinate to its $1.2 billion ($1.4 billion borrowing base) secured revolving credit facility's potential priority claim to the company's assets. The size of the potential senior secured claims relative to Berry's outstanding senior unsecured notes results in the notes being rated one notch below the Ba3 CFR under Moody's Loss Given Default Methodology.

The principal methodologies used in rating Berry were the Independent Exploration and Production Industry methodology published in December 2011, and the Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA, published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Berry is a mid-sized independent E&P company headquartered in Denver, Colorado.

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Andrew Brooks Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Steven Wood MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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