market fluctuations in electricity prices and the cost of steam;

asset impairments from commodity price declines;

large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies;

geographical concentration of our operations;

ineffectiveness of internal controls;

concerns about climate change and other air quality issues;

catastrophic events;

litigation;

our ability to retain key members of our senior management and key technical employees; and

information technology failures or cyber attacks.

Except as required by law, we undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made.

All forward-looking statements, expressed or implied, included in this ~~report~~prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For the three months ended ~~March 31,~~September 30, 2019, there were no material changes in the information required to be provided under Item 305 of Regulation S-K included under the caption Management's Discussion and Analysis of Financial Condition and Results of Operations (Incorporating Item 7A)- Quantitative and Qualitative Disclosures About Market Risk, in the 2018 Annual Report, except as discussed below.

Price Risk

Our most significant market risk relates to prices for oil, natural gas, and NGLs. Management expects energy prices to remain unpredictable and potentially volatile. As energy prices decline or rise significantly, revenues and cash flows are likewise ~~affected.~~affected to the extent unhedged. In addition, a non-cash write-down of our oil and gas properties may be required if commodity prices experience a significant decline.

We have hedged a large portion of our expected crude oil production and our natural gas purchase requirements to reduce exposure to fluctuations in commodity prices. We use derivatives such as swaps, calls and puts to hedge. We do not enter into derivative contracts for speculative trading purposes and we have not accounted for our derivatives as cash-flow or fair-value hedges. We continuously consider the level of our oil production and gas purchases that it is appropriate to hedge based on a variety of factors, including, among other things, current and future expected commodity prices, our overall risk profile, including leverage, size and scale, as well as any requirements for, or restrictions on, levels of hedging contained in any credit facility or other debt instrument applicable at the time. Currently, our hedging program mainly consists of ~~swaps and puts.~~swaps.

We determine the fair value of our oil and natural gas derivatives using valuation techniques which utilize market quotes and pricing analysis. Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties. We validate data provided by third parties by understanding the valuation inputs used, obtaining market values from other pricing sources, analyzing pricing data in certain situations and confirming that those instruments trade in active markets. At ~~March 31,~~September 30, 2019, the fair value of our hedge positions was a net ~~liability~~asset of approximately ~~$10~~$60 million. A 10% increase in the oil and natural gas index prices above the ~~March 31,~~September 30, 2019 prices would result in a net ~~liability~~asset of approximately $5$27 million, which represents a decrease in the fair value of our derivative position of approximately ~~$15~~$34 million; conversely, a 10% decrease in the oil and natural gas index prices below the ~~March 31,~~September 30, 2019 prices would result in a net asset of approximately ~~$21~~$110 million, which represents an increase in the fair value of approximately ~~$11~~$50 million. For additional information about derivative activity, see Note 3.

Actual gains or losses recognized related to our derivative contracts depend exclusively on the price of the underlying commodities on the specified settlement dates provided by the derivative contracts.

Item 4. Controls and Procedures

Our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer supervised and participated in our evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, they each concluded that our disclosure controls and procedures were effective as of ~~March 31,~~September 30, 2019.

There were no changes in the Company’s internal control over financial reporting during the ~~first~~third quarter of 2019 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

For information regarding legal proceedings, see Note 4 to the condensed consolidated financial statements in Part I of this Form 10-Q and Note 7 to our consolidated financial statements for the year ended December 31, 2018 included in the Annual Report.

Item 1A. Risk Factors

~~We are subject~~In addition to ~~various risks~~factors noted in our most recent Annual Report, additional factors that may curtail, delay or cancel our scheduled drilling projects and ~~uncertainties in~~ongoing operations, include the ~~course~~following:

power outages imposed by utilities which provide a portion of our ~~business. A discussion of such risks~~electricity needs in order to avoid fire hazards and ~~uncertainties~~inspect lines in connection with seasonal strong winds, have begun to occur this year and may ~~be found under the heading “Item 1A. Risk Factors” in the Annual Report.~~impact our operations;

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities

Stock Repurchase Program

On December 13, 2018, our Board of Directors announced it had adopted a program for the opportunistic repurchase of up to $100 million of our common stock. Based on the Board’s evaluation of ~~current~~ market conditions for our common stock they authorized ~~current~~initial repurchases of up to $50 million under the program. Purchases may be made from time to time in the open market, in privately negotiated transactions or otherwise. The manner, timing and amount of any purchases will be determined based on our evaluation of market conditions, stock price, compliance with outstanding agreements and other ~~factors,~~factors. Purchases may be commenced or suspended at any time without notice and ~~does~~we are not ~~obligate Berry Petroleum~~obligated to purchase shares during any period or at all. Any shares acquired will be available for general corporate purposes.

~~During the three months ended March 31, 2019, we repurchased 2,200,162 shares at an average price of $11.08 per share, resulting in a total of 2,648,823 shares repurchased~~The Company did not repurchase stock under the stock repurchase program asduring the three months ended September 30, 2019. As of ~~March 31, 2019.~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
January 1 - 31, 2019 1,079,446
$ 10.61
1,079,446

February 1 - 28, 2019 852,650
$ 11.43
852,650

March 1 - 31, 2019 268,066
$ 11.85
268,066

Total 2,200,162
$ 11.08
2,200,162
$ 21,672,000
September 30, 2019 we have repurchased a total of 3,648,823 shares under the stock repurchase program for $39.2 million with approximately $10.9 million of shares that may yet be purchased under the plan.

Item 6. Exhibits



Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of Berry Petroleum Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-226011))
3.2		Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of Form 8-K filed July 30, 2018)
3.3		Second Amended and Restated Bylaws of Berry Petroleum Corporation (incorporated by reference to Exhibit 3.3 of Form 8-K filed July 30, 2018)
3.4		Certificate of Designation of Series A Convertible Preferred Stock of Berry Petroleum Corporation (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-226011))
3.5		Certificate of Amendment to Certificate of Designation (incorporated by reference to Exhibit 3.1 of Form 8-K filed July 30, 2018)
10.1†*		~~Berry Petroleum Corporation Form of Restricted Stock Unit Award Agreement for Employees other than Executive Officers~~
~~10.2†~~		~~Berry Petroleum Corporation Form of Restricted Stock Unit Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.20 of Form 10-K filed March 8, 2019)~~
~~10.3†~~		~~Berry Petroleum Corporation Form of Restricted Stock Unit Award Agreement for Directors (incorporated by reference to Exhibit 10.21 of Form 10-K filed March 8, 2019)~~
~~10.4†~~		Berry Petroleum Corporation Form of Performance-Based Restricted Stock Unit Award Agreement for Employees other than Executive Officers (incorporated by reference to Exhibit 10.22 of Form 10-K filed March 8, 2019)
~~10.5†~~		~~Berry Petroleum Corporation Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.23 of Form 10-K filed March 8, 2019)~~
31.1*		Section 302 Certification of Chief Executive Officer
31.2*		Section 302 Certification of Chief Financial Officer
32.1*		Section 906 Certification of Chief Executive Officer and Chief Financial Officer
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Data Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

__________


*	Filed herewith.


**	~~Furnished herewith.~~


†	~~Indicates a management contract or compensatory plan or arrangement.~~

GLOSSARY OF COMMONLY USED TERMS

The following are abbreviations and definitions of certain terms that may be used in this report, which are commonly used in the oil and natural gas industry:

“Adjusted EBITDA” is a non-GAAP financial measure defined as earnings before interest expense; income taxes; depreciation, depletion, and amortization; derivative gains or losses net of cash received or paid for scheduled derivative settlements; impairments; stock compensation expense; and other unusual, out-of-period and infrequent items, including gains and losses on sale of assets, restructuring costs and reorganization items.

“Adjusted G&A” or “Adjusted General and Administrative Expenses” is a non-GAAP financial measure defined as general and administrative expenses adjusted for ~~non-recurring~~ restructuring and other non-recurring costs and non-cash stock compensation expense.

“Adjusted Net Income (Loss)” is a non-GAAP financial measure defined as net income (loss) adjusted for derivative gains or losses net of cash received or paid for scheduled derivative settlements, other unusual, out-of-period and infrequent items, including restructuring costs and reorganization items and the income tax expense or benefit of these adjustments using our effective tax rate.

“API” gravity means the relative density, expressed in degrees, of petroleum liquids based on a specific gravity scale developed by the American Petroleum Institute.

“basin” means a large area with a relatively thick accumulation of sedimentary rocks.

“Bbl” means one stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

“Bcf” means one billion cubic feet, which is a unit of measurement of volume for natural gas.

“BLM” ~~is an abbreviation for~~means the U.S. Bureau of Land Management.

“Boe” means barrel of oil equivalent, determined using the ratio of one Bbl of oil, condensate or natural gas liquids to six Mcf of natural gas.

“Boe/d” means Boe per day.

“Break even” means the Brent price at which we expect to generate positive Levered Free Cash Flow.

“Brent” means the reference price paid in U.S. dollars for a barrel of light sweet crude oil produced from the Brent field in the UK sector of the North Sea.

“Btu” means one British thermal unit—a measure of the amount of energy required to raise the temperature of a one-pound mass of water one degree Fahrenheit at sea level.

“Completion” means the installation of permanent equipment for the production of oil or natural gas.

“Condensate” means a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

“DD&A” means depreciation, depletion & amortization.

“Development drilling or Development well” means a well drilled to a known producing formation in a previously discovered field, usually offsetting a producing well on the same or an adjacent oil and natural gas lease.

“Diatomite” means a sedimentary rock composed primarily of siliceous, diatom shells.

“Differential” means an adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.

“Downspacing” means additional wells drilled between known producing wells to better develop the reservoir.

“Enhanced oil recovery” means a technique for increasing the amount of oil that can be extracted from a field.

“EOR” means enhanced oil recovery.

“Estimated ultimate recovery” or “EUR” means the sum of reserves remaining as of a given date and cumulative production as of that date. EUR is shown on a combined basis for oil and natural gas.

“Exploration activities” means the initial phase of oil and natural gas operations that includes the generation of a prospect or play and the drilling of an exploration well.

“Field” means an area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature or stratigraphic condition.

“Formation” means a layer of rock which has distinct characteristics that differ from those of nearby rock.

“Fracturing” means mechanically inducing a crack or surface of breakage within rock not related to foliation or cleavage in metamorphic rock in order to enhance the permeability of rocks by connecting pores together.

“Gas” or “Natural gas” means the lighter hydrocarbons and associated non-hydrocarbon substances occurring naturally in an underground reservoir, which under atmospheric conditions are essentially gases but which may contain liquids.

“Gross Acres” or “Gross Wells” means the total acres or wells, as the case may be, in which we have a working interest.

“Held by production” means acreage covered by a mineral lease that perpetuates a company’s right to operate a property as long as the property produces a minimum paying quantity of oil or natural gas.

“Henry Hub” is a distribution hub on the natural gas pipeline system in Erath, Louisiana.

“Hydraulic fracturing” means a procedure to stimulate production by forcing a mixture of fluid and proppant (usually sand) into the formation under high pressure. This creates artificial fractures in the reservoir rock, which increases permeability.

“Horizontal drilling” means a wellbore that is drilled laterally.

“ICE” means Intercontinental Exchange.

“Infill drilling” means drilling of an additional well or wells at less than existing spacing to more adequately drain a reservoir.

“Injection Well” means a well in which water, gas or steam is injected, the primary objective typically being to maintain reservoir pressure and/or improve hydrocarbon recovery.

“IOR” means improved oil recovery.

“Leases” means full or partial interests in oil or gas properties authorizing the owner of the lease to drill for, produce and sell oil and natural gas in exchange for any or all of rental, bonus and royalty payments. Leases are generally acquired from private landowners (fee leases) and from federal and state governments on acreage held by them.

“MBbl” means one thousand barrels of oil, condensate or NGLs.

“MBoe” means one thousand barrels of oil equivalent.

“MBoe/d” means MBoe per day.

“Mcf” means one thousand cubic feet, which is a unit of measurement of volume for natural gas.

“MMBbl” means one million barrels of oil, condensate or NGLs.

“MMBoe” means one million barrels of oil equivalent.

“MMBtu” means one million Btus.

“MMcf” means one million cubic feet, which is a unit of measurement of volume for natural gas.

“MMcf/d” means MMcf per day.

“MW” means megawatt.

“Net Acres” or “Net Wells” is the sum of the fractional working interests owned in gross acres or wells, as the case may be, expressed as whole numbers and fractions thereof.

“Net revenue interest” means all of the working interests, less all royalties, overriding royalties, non-participating royalties, net profits interest or similar burdens on or measured by production from oil and natural gas.

“NGL” means natural gas liquids, which are the hydrocarbon liquids contained within natural gas.

“NYMEX” means New York Mercantile Exchange.

“Oil” means crude oil or condensate.

“Operator” means the individual or company responsible to the working interest owners for the exploration, development and production of an oil or natural gas well or lease.

“PDNP” is an abbreviation for proved developed non-producing.

“PDP” is an abbreviation for proved developed producing.

“Permeability” means the ability, or measurement of a rock’s ability, to transmit fluids.

“Play” means a regionally distributed oil and natural gas accumulation. Resource plays are characterized by continuous, aerially extensive hydrocarbon accumulations.

“Porosity” means the total pore volume per unit volume of rock.

“PPA” is an abbreviation for power purchase agreement.

“Production costs” means costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. For a complete definition of production costs, refer to the SEC’s Regulation S-X, Rule 4-10(a)(20).

“Productive well” means a well that is producing oil, natural gas or NGLs or that is capable of production.

“Proppant” means sized particles mixed with fracturing fluid to hold fractures open after a hydraulic fracturing treatment.

“Prospect” means a specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.

“Proved developed reserves” means reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.

“Proved developed producing reserves” means reserves that are being recovered through existing wells with existing equipment and operating methods.

“Proved reserves” means the estimated quantities of oil, gas and gas liquids, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts

providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic

or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

“Proved undeveloped drilling location” means a site on which a development well can be drilled consistent with spacing rules for purposes of recovering proved undeveloped reserves.

“Proved undeveloped reserves” or “PUDs” means proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Estimates for proved undeveloped reserves are not attributed to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.

“PV-10” is a non-GAAP financial measure and represents the present value of estimated future cash inflows from proved oil and gas reserves, less future development and production costs, discounted at 10% per annum to reflect the timing of future cash flows and using SEC-prescribed pricing assumptions for the period. While this measure does not include the effect of income taxes as it would in the use of the standardized measure calculation, it does provide an indicative representation of the relative value of the company on a comparative basis to other companies and from period to period.

“Realized price” means the cash market price less all expected quality, transportation and demand adjustments.

“Reasonable certainty” means a high degree of confidence. For a complete definition of reasonable certainty, refer to the SEC’s Regulation S-X, Rule 4-10(a)(24).

“Recompletion” means the completion for production from an existing wellbore in a formation other than that in which the well has previously been completed.

“Reserves” means estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

“Reservoir” means a porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

“Resources” means quantities of oil and natural gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

“Royalty” means the share paid to the owner of mineral rights, expressed as a percentage of gross income from oil and natural gas produced and sold unencumbered by expenses relating to the drilling, completing and operating of the affected well.

“Royalty interest” means an interest in an oil and natural gas property entitling the owner to shares of oil and natural gas production, free of costs of exploration, development and production operations.

“SEC Pricing” means pricing calculated using oil and natural gas price parameters established by current guidelines of the SEC and accounting rules based on the unweighted arithmetic average of oil and natural gas prices as of the first day of each of the 12 months ended on the given date.

“Seismic Data” means data produced by an exploration method of sending energy waves into the earth and recording the wave reflections to indicate the type, size, shape and depth of a subsurface rock formation. 2-D seismic provides two-dimensional information and 3-D seismic provides three-dimensional views.

“Spacing” means the distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.

“Steamflood” means cyclic or continuous steam injection.

“Standardized measure” means discounted future net cash flows estimated by applying year-end prices to the estimated future production of proved reserves. Future cash inflows are reduced by estimated future production and development costs based on period-end costs to determine pre-tax cash inflows. Future income taxes, if applicable, are computed by applying the statutory tax rate to the excess of pre-tax cash inflows over our tax basis in the oil and natural gas properties. Future net cash inflows after income taxes are discounted using a 10% annual discount rate.

“Strip Pricing” means pricing calculated using oil and natural gas price parameters established by current guidelines of the SEC and accounting rules with the exception of pricing that is based on average annual forward-month ICE (Brent) oil and NYMEX Henry Hub natural gas contract pricing in effect on a given date to reflect the market expectations as of that date.

“Undeveloped acreage” means lease acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether or not such acreage contains proved reserves.

“Unit” means the joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

“Unproved reserves” means reserves that are considered less certain to be recovered than proved reserves. Unproved reserves may be further sub-classified to denote progressively increasing uncertainty of recoverability and include probable reserves and possible reserves.

“Wellbore” means the hole drilled by the bit that is equipped for natural resource production on a completed well. Also called well or borehole.

“Working interest” means an interest in an oil and natural gas lease entitling the holder at its expense to conduct drilling and production operations on the leased property and to receive the net revenues attributable to such interest, after deducting the landowner’s royalty, any overriding royalties, production costs, taxes and other costs.

“Workover” means maintenance on a producing well to restore or increase production.

“WTI” means West Texas Intermediate.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





		BERRY PETROLEUM CORPORATION
		(Registrant)

Date:	~~May 9,~~November 7, 2019	/s/ Cary Baetz
		Cary Baetz
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)


Date:	~~May 9,~~November 7, 2019	/s/ M. S. Helm
		Michael S. Helm
		Chief Accounting Officer
		(Principal Accounting Officer)

4250



		Page
Part I-I – Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Equity	3
	Condensed Consolidated Statements of Cash Flows	45
	Notes to Condensed Consolidated Financial Statements	56
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3341
Item 4.	Controls and Procedures	3442

Part II – Other Information
Item 1.	Legal Proceedings	3442
Item 1A.	Risk Factors	3442
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities	3543
Item 6.	Exhibits	3644
	Glossary of Terms	3745
	Signatures	4250


	March 31, 2019			December 31, 2018			September 30, 2019			December 31, 2018
	(in thousands, except share amounts)						(in thousands, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	1,662		$	68,680		$	—		$	68,680
Accounts receivable, net of allowance for doubtful accounts of $1,377 at March 31, 2019 and $950 at December 31, 2018	63,061			57,379
Accounts receivable, net of allowance for doubtful accounts of $1,377 at September 30, 2019 and $950 at December 31, 2018							63,673			57,379
Derivative instruments	16,445			88,596			50,029			88,596
Other current assets	16,634			14,367			16,335			14,367
Total current assets	97,802			229,022			130,037			229,022
Noncurrent assets:
Oil and natural gas properties	1,509,933			1,461,993			1,685,269			1,461,993
Accumulated depletion and amortization	(143,959		)	(123,217		)	(186,578		)	(123,217		)
Total oil and natural gas properties, net	1,365,974			1,338,776			1,498,691			1,338,776
Other property and equipment	121,283			119,710			132,066			119,710
Accumulated depreciation	(18,130		)	(15,778		)	(22,947		)	(15,778		)
Total other property and equipment, net	103,153			103,932			109,119			103,932
Derivative instruments	18			3,289			13,663			3,289
Other non-current assets	16,256			17,244			14,068			17,244
Total assets	$	1,583,203		$	1,692,263		$	1,765,578		$	1,692,263
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	108,028		$	144,118		$	145,360		$	144,118
Derivative instruments	6,602			—			3,534			—
Total current liabilities	114,630			144,118			148,894			144,118
Noncurrent liabilities:
Long-term debt	391,947			391,786			402,290			391,786
Deferred income taxes	32,737			45,835			65,129			45,835
Asset retirement obligation	85,620			89,176			122,733			89,176
Other noncurrent liabilities	19,140			14,902			29,188			14,902
Commitments and Contingencies - Note 4
Equity:
Common stock ($.001 par value; 750,000,000 shares authorized; and 81,879,170 and 81,202,437 shares outstanding, at March 31, 2019 and December 31, 2018, respectively)	85			82
Common stock ($.001 par value; 750,000,000 shares authorized; and 80,997,405 and 81,202,437 shares outstanding, at September 30, 2019 and December 31, 2018, respectively)							85			82
Additional paid-in-capital	895,500			914,540			899,421			914,540
Treasury stock, at cost, (2,648,823 shares at March 31, 2019 and 448,661 shares at December 31, 2018)	(28,328		)	(24,218		)
Treasury stock, at cost, (3,648,823 shares at September 30, 2019 and 448,661 shares at December 31, 2018)							(39,225		)	(24,218		)
Retained earnings	71,872			116,042			137,063			116,042
Total equity	939,129			1,006,446			997,344			1,006,446
Total liabilities and equity	$	1,583,203		$	1,692,263		$	1,765,578		$	1,692,263


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018			2019			2018
	(in thousands, except per share amounts)						(in thousands, except per share amounts)
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	131,102		$	125,624		$	141,250		$	147,004		$	409,259		$	410,013
Electricity sales	9,729			5,453			7,460			14,268			22,553			25,691
Gains (losses) on oil derivatives	(65,239		)	(34,644		)	45,509			(18,994		)	7,546			(131,781		)
Marketing revenues	830			785			413			486			1,657			1,788
Other revenues	117			66			40			183			261			500
Total revenues and other	76,539			97,284			194,672			142,947			441,276			306,211
Expenses and other:
Lease operating expenses	57,928			44,303			50,957			51,649			156,765			137,468
Electricity generation expenses	7,760			4,590			3,781			6,130			14,705			13,855
Transportation expenses	2,173			2,978			2,067			2,318			5,935			7,640
Marketing expenses	851			580			398			437			1,670			1,424
General and administrative expenses	14,340			11,985			16,434			13,429			46,932			37,896
Depreciation, depletion, and amortization	24,585			18,429			27,664			21,729			75,904			62,017
Taxes, other than income taxes	8,086			8,256			9,249			8,317			28,683			25,288
(Gains) losses on natural gas derivatives	(2,115		)	—
(Gains) losses on sale of assets and other, net	1,245			—
Losses (gains) on natural gas derivatives							3,008			(1,879		)	10,342			(1,879		)
Other operating (income) expenses							(550		)	400			3,814			522
Total expenses and other	114,853			91,121			113,008			102,530			344,750			284,231
Other income (expenses):
Interest expense	(8,805		)	(7,796		)	(8,597		)	(9,877		)	(26,362		)	(26,828		)
Other, net	154			27			(77		)	347			79			135
Total other income (expenses)	(8,651		)	(7,769		)	(8,674		)	(9,530		)	(26,283		)	(26,693		)
Reorganization items, net	(231		)	8,955			(170		)	13,781			(426		)	23,192
Income (loss) before income taxes	(47,196		)	7,349
Income tax expense (benefit)	(13,098		)	939
Net income (loss)	(34,098		)	6,410
Income before income taxes							72,820			44,668			69,817			18,479
Income tax expense							20,171			7,683			19,294			3,145
Net income							52,649			36,985			50,523			15,334
Series A preferred stock dividends	—			(5,650		)	—			(86,642		)	—			(97,942		)
Net income (loss) attributable to common stockholders	$	(34,098	)	$	760		$	52,649		$	(49,657	)	$	50,523		$	(82,608	)

Net income (loss) per share attributable to common stockholders:
Basic	$	(0.42	)	$	0.02		$	0.65		$	(0.70	)	$	0.62		$	(1.70	)
Diluted	$	(0.42	)	$	0.02		$	0.65		$	(0.70	)	$	0.62		$	(1.70	)



	Three-Month Period Ended March 31, 2018
	Series A Preferred Stock		Common Stock		Additional Paid-in Capital			Treasury Stock		Retained Earnings (Accumulated Deficit)			Total Equity
	(in thousands)
December 31, 2017	$	335,000	$	33	$	545,345		$	—	$	(21,068	)	$	859,310
Stock based compensation	—		—		1,042			—		—			1,042
Cash dividends declared on Series A preferred stock, $0.158/share	—		—		(5,650		)	—		—			(5,650		)
Net income (loss)	—		—		—			—		6,410			6,410
March 31, 2018	$	335,000	$	33	$	540,737		$	—	$	(14,658	)	$	861,112



ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Delaware (State of incorporation or organization)		81-5410470 (I.R.S. Employer Identification Number)



Title of each class Common Stock, par value $0.001 per share	Trading Symbol BRY	Name of each exchange on which registered Nasdaq Global Select Market



~~Title of Each Class~~ ~~Common Stock, par value $0.001 per share~~	~~Trading Symbol~~ ~~BRY~~	~~Name of Each Exchange on Which Registered~~ ~~Nasdaq Global Select Market~~



	Three-Month Period Ended March 31, 2019
	Series A Preferred Stock		Common Stock		Additional Paid-in Capital			Treasury Stock			Retained Earnings (Accumulated Deficit)			Total Equity
	(in thousands)
December 31, 2018	$	—	$	82	$	914,540		$	(24,218	)	$	116,042		$	1,006,446
Shares withheld for payment of taxes on equity awards and other	—		—		(270		)	—			—			(270		)
Stock based compensation	—		—		1,498			—			—			1,498
Purchases of treasury stock	—		—		—			(24,375		)	—			(24,375		)
Purchase of rights to common stock⁽¹⁾	—		—		(20,265		)	20,265			—			—
Common stock issued to settle unsecured claims	—		3		(3		)	—			—			—
Dividends declared on common stock, $0.12/share	—		—		—			—			(10,072		)	(10,072		)
Net income (loss)	—		—		—			—			(34,098		)	(34,098		)
March 31, 2019	$	—	$	85	$	895,500		$	(28,328	)	$	71,872		$	939,129



	Nine-Month Period Ended September 30, 2018
	Series A Preferred Stock			Common Stock			Additional Paid-in Capital			Treasury Stock			Retained Earnings (Accumulated Deficit)			Total Equity
	(in thousands)
December 31, 2017	$	335,000		$	33		$	545,345		$	—		$	(21,068	)	$	859,310
Stock based compensation	—			—			1,042			—			—			1,042
Cash dividends declared on Series A preferred stock, $0.158/share	—			—			(5,650		)	—			—			(5,650		)
Net income (loss)	—			—			—			—			6,410			6,410
March 31, 2018	335,000			33			540,737			—			(14,658		)	861,112
Stock based compensation	—			—			1,278			—			—			1,278
Shares withheld for payment of taxes on equity awards	—			—			(176		)	—			—			(176		)
Cash dividends declared on Series A preferred stock, $0.15/share	—			—			(5,651		)	—			—			(5,651		)
Purchase of rights to common stock	—			—			—			(20,006		)	—			(20,006		)
Net income (loss)	—			—			—			—			(28,061		)	(28,061		)
June 30, 2018	335,000			33			536,188			(20,006		)	(42,719		)	808,496
Conversion of Series A preferred stock into common stock	(335,000		)	40			334,960			—			—			—
Cash payment to Series A preferred stockholders	—			—			(60,273		)	—			—			(60,273		)
Issuance of common stock in initial public offering	—			10			134,352			—			—			134,362
Repurchase of common stock	—			(2		)	(23,710		)	—			—			(23,712		)
Shares withheld for payment of taxes on equity awards	—			—			(246		)	—			—			(246		)
Stock based compensation	—			—			1,188			—			—			1,188
Purchase of rights to common stock	—			—			—			(259		)	—			(259		)
Dividends declared on common stock, $0.09/share	—			—			(7,431		)	—			—			(7,431		)
Net income	—			—			—			—			36,985			36,985
September 30, 2018	$	—		$	81		$	915,028		$	(20,265	)	$	(5,734	)	$	889,110


	March 31, 2019			December 31, 2018			Interest Rate	Maturity	Security	September 30, 2019			December 31, 2018			Interest Rate	Maturity	Security
	(in thousands)									(in thousands)
RBL Facility(1)	$	—		$	—		variable rates of 6.25% (2019) and 4.5% (2018), respectively	June 29, 2022	Mortgage on 85% of Present Value of proven oil and gas reserves and lien on other assets	$	10,000		$	—		variable rates 3.8% (2019) and 4.5% (2018), respectively	June 29, 2022	Mortgage on 85% of Present Value of proven oil and gas reserves and lien on other assets
2026 Senior Unsecured Notes	400,000			400,000			7.00%	February 15, 2026	Unsecured	400,000			400,000			7.0%	February 15, 2026	Unsecured
Long-Term Debt - Principal Amount	400,000			400,000						410,000			400,000
Less: Debt Issuance Costs	(8,053		)	(8,214		)				(7,710		)	(8,214		)
Long-Term Debt, net	$	391,947		$	391,786					$	402,290		$	391,786


(1)	As of September 30, 2019 our RBL Facility had $10 million outstanding at a LIBOR rate of 3.8%.



	Q2 2019			Q3 2019			Q4 2019
Oil Calls Options (Brent):
Hedged volume (MBbls)	180			92			92
Weighted-average price ($/Bbl)	$	70.00		$	81.00		$	81.00
Oil Put Options (Brent):
Hedged volume (MBbls)	1,092			460			460
Weighted-average price ($/Bbl)	$	60.00		$	50.00		$	50.00
Fixed Price Oil Swaps (Brent):
Hedged volume (MBbls)	637			644			644
Weighted-average price ($/Bbl)	$	76.27		$	76.27		$	76.27
Oil basis differential positions (Brent-WTI basis swaps):
Hedged volume (MBbls)	46			46			46
Weighted-average price ($/Bbl)	$	(1.29	)	$	(1.29	)	$	(1.29	)
Fixed Price Gas Purchase Swaps (Kern, Delivered):
Hedged volume (MMBtu)	2,730,000			1,380,000			465,000
Weighted-average price ($/MMBtu)	$	2.70		$	2.65		$	2.65


	March 31, 2019										September 30, 2019
	Balance Sheet Classification	Gross Amounts Recognized at Fair Value			Gross Amounts Offset in the Balance Sheet			Net Fair Value Presented on the Balance Sheet			Balance Sheet Classification	Gross Amounts Recognized at Fair Value			Gross Amounts Offset in the Balance Sheet			Net Fair Value Presented on the Balance Sheet
	(in thousands)										(in thousands)
Assets:
Commodity Contracts	Current assets	$	21,987		$	(5,542	)	$	16,445		Current assets	$	59,600		$	(9,571	)	$	50,029
Commodity Contracts	Non-current assets	18			—			18			Non-current assets	14,982			(1,319		)	13,663
Liabilities:
Commodity Contracts	Current liabilities	(12,144		)	5,542			(6,602		)	Current liabilities	(13,105		)	9,571			(3,534		)
Commodity Contracts											Non-current liabilities	(1,319		)	1,319			—
Total derivatives		$	9,861		$	—		$	9,861			$	60,158		$	—		$	60,158



	December 31, 2018
	Balance Sheet Classification	Gross Amounts Recognized at Fair Value			Gross Amounts Offset in the Balance Sheet			Net Fair Value Presented on the Balance Sheet
	(in thousands)
Assets:
Commodity Contracts	Current assets	$	89,981		$	(1,385	)	$	88,596
Commodity Contracts	Non-current assets	3,289			—			3,289
Liabilities:
Commodity Contracts	Current liabilities	(1,385		)	1,385			—
Total derivatives		$	91,885		$	—		$	91,885


~~(2)~~	~~Per share amounts are stated net of tax.~~


	Capital Expenditure by Area				Capital Expenditure by Area
	2019 Budget		2018 Actual		2019 Budget		2018 Actual
		(in millions)				(in millions)
California	$	185-212	$	126	$	185-209	$	126
Rockies		4-6	17			4-9	17
Corporate		6-7	5			6-7	5
Total	$	195-225	$	148	$	195-225	$	148



	Q4 2019			FY 2020		FY 2021
Fixed Price Oil Swaps (Brent):						—
Hedged volume (MBbls)	1,656			5,856		730
Weighted-average price ($/Bbl)	$	70.20		$	64.25	$	58.50
Fixed Price Oil Swaps (WTI):
Hedged volume (MBbls)	92			121		—
Weighted-average price ($/Bbl)	$	61.75		$	61.75	$	—
Oil basis differential swaps (Brent-WTI basis swaps):
Hedged volume (MBbls)	46			—		—
Weighted-average price ($/Bbl)	$	(1.29	)	$	—	$	—
Sold Oil Calls Options (Brent):
Hedged volume (MBbls)	92			—		—
Weighted-average price ($/Bbl)	$	81.00		$	—	$	—
Fixed Price Gas Purchase Swaps (Kern, Delivered):
Hedged volume (MMBtu)	4,905,000			17,385,000		900,000
Weighted-average price ($/MMBtu)	$	2.90		$	2.88	$	2.50
Fixed Price Gas Purchase Swaps (SoCal Citygate):
Hedged volume (MMBtu)	460,000			1,525,000		—
Weighted-average price ($/MMBtu)	$	3.80		$	3.80	$	—


(1)	No potentially dilutive securities were included in computing earnings (loss) per share for the three and nine months ended ~~March 31, 2019,~~September 30, 2018, because the effect of inclusion would have been anti-dilutive.



	2019 Guidance
	Low	High
Average daily production (MBoe/d)	28	31
% Oil	~86%
Operating expenses ($/Boe)	$18.00	$19.50
Taxes, other than income taxes ($/Boe)	$4.25	$4.75
Adjusted General & Administrative Expenses ($/Boe)	$4.25	$4.75
Capital Expenditures (millions)	$195	$225


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31, 2019		December 31, 2018		March 31, 2018		September 30, 2019		June 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Brent oil ($/Bbl)	$	63.83	$	68.08	$	67.16	$	62.03	$	68.47	$	75.84	$	64.75	$	72.74
WTI oil ($/Bbl)	$	54.87	$	58.81	$	62.87	$	56.33	$	59.86	$	69.60	$	57.03	$	66.83
Henry Hub natural gas ($MMBtu)	$	2.92	$	3.64	$	3.00
Kern, Delivered natural gas ($MMBtu)	$	5.12	$	4.40	$	2.66
Kern, Delivered natural gas ($/MMBtu)							$	2.50	$	2.07	$	4.12	$	3.19	$	3.01



	California (San Joaquin and Ventura basins)									Rockies (Uinta and Piceance basins)
	Three Months Ended									Three Months Ended
	September 30, 2019			June 30, 2019			September 30, 2018			September 30, 2019			June 30, 2019			September 30, 2018
($ in thousands, except prices)
Oil, natural gas and natural gas liquids sales	$	124,540		$	120,917		$	124,007		$	16,711		$	15,991		$	22,998
Operating income^(a)	$	49,185		$	47,809		$	62,791		$	1,241		$	954		$	7,176
Depreciation, depletion, and amortization (DD&A)	$	24,360		$	20,460		$	17,908		$	3,303		$	3,194		$	3,268
Average daily production (MBoe/d)	23.0			20.8			19.5			6.6			6.6			7.9
Production (oil % of total)	100		%	100		%	100		%	41		%	41		%	35		%
Realized sales prices:
Oil (per Bbl)	$	59.00		$	63.91		$	69.13		$	48.82		$	44.92		$	57.45
NGLs (per Bbl)	$	—		$	—		$	—		$	12.10		$	16.86		$	37.75
Gas (per Mcf)	$	—		$	—		$	—		$	2.12		$	2.16		$	2.55
Capital expenditures^(b)	$	59,076		$	52,374		$	35,124		$	2,064		$	1,443		$	2,624


(a)	Operating income ~~includes~~comprises oil, natural gas and NGL sales, offset by operating expenses, general and administrative expenses, DD&A, and taxes, other than income taxes.


(1)	Production represents volumes sold during the period. We also consume a portion of the natural gas we produce on lease to extract oil and gas.


(3)	On November 30, 2018, we sold our non-core gas-producing properties and related assets located in the East Texas basin.


(4)	Kern, Delivered Index is the relevant index used for gas purchases in California.



	Three Months Ended						$ Change			% Change
	September 30, 2019			June 30, 2019			$ Change			% Change
	(in thousands, except expenses per Boe)
Expenses and other:
Lease operating expenses	$	50,957		$	47,879		$	3,078		6	%
Electricity generation expenses	3,781			3,164			617			20	%
Transportation expenses	2,067			1,694			373			22	%
Marketing expenses	398			421			(23		)	(5	)%
General and administrative expenses	16,434			16,158			276			2	%
Depreciation, depletion and amortization	27,664			23,654			4,010			17	%
Taxes, other than income taxes	9,249			11,348			(2,099		)	(18	)%
Losses (gains) on natural gas derivatives	3,008			9,449			(6,441		)	(68	)%
Other operating (income) expenses	(550		)	3,119			(3,669		)	(118	)%
Total expenses and other	113,008			116,886			(3,878		)	(3	)%
Other income (expenses):
Interest expense	(8,597		)	(8,961		)	364			(4	)%
Other, net	(77		)	—			(77		)	(100	)%
Reorganization items, net	(170		)	(26		)	(144		)	554	%
Income before income taxes	72,820			44,193			28,627			65	%
Income tax expense	20,171			12,221			7,950			65	%
Net income	$	52,649		$	31,972		$	20,677		65	%

Expenses per Boe:⁽¹⁾
Lease operating expenses	$	18.74		$	19.18		$	(0.44	)	(2	)%
Electricity generation expenses	1.39			1.27			0.12			9	%
Electricity sales⁽¹⁾	(2.74		)	(2.15		)	(0.59		)	27	%
Transportation expenses	0.76			0.68			0.08			12	%
Transportation sales⁽¹⁾	(0.01		)	(0.04		)	0.03			(75	)%
Marketing expenses	0.15			0.17			(0.02		)	(12	)%
Marketing revenues⁽¹⁾	(0.15		)	(0.17		)	0.02			(12	)%
Derivatives settlements paid for gas purchases⁽¹⁾	0.77			1.44			(0.67		)	(47	)%
Total operating expenses	$	18.90		$	20.38		$	(1.48	)	(7	)%
Total unhedged operating expenses⁽²⁾	$	18.13		$	18.94		$	(0.81	)	(4	)%
General and administrative expenses⁽³⁾	$	6.04		$	6.47		$	(0.43	)	(7	)%
Depreciation, depletion and amortization	$	10.17		$	9.47		$	0.70		7	%
Taxes, other than income taxes	$	3.40		$	4.54		$	(1.14	)	(25	)%


~~(4)~~(2)	Total unhedged operating expenses equals total operating expenses less the derivatives settlements paid for gas purchases.


(3)	Includes ~~non-recurring~~ restructuring and other non-recurring costs and non-cash stock compensation expense, in aggregate, of approximately ~~$1.10 per Boe, $1.79~~$0.91 per Boe and ~~$1.30~~$1.55 per Boe for the three months ended ~~March 31,~~September 30, 2019 ~~December 31, 2018~~ and ~~March 31, 2018,~~June 30, 2019, respectively.


~~(5)~~	~~On November 30, 2018, we sold our non-core gas-producing properties and related assets located in the East Texas basin.~~


~~(1)~~	~~Production represents volumes sold during the period.~~


(3)	Includes restructuring and other non-recurring costs and non-cash stock compensation expense, in aggregate, of approximately $0.91 per Boe and $1.08 per Boe for the three months ended September 30, 2019 and September 30, 2018, respectively.


(1)	The three months ended March 31, 2019 included $37 million of annual or semi-annual payments that occur in the first quarter each year such as semi-annual interest and certain annual royalty payments and other accrued liabilities.



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
January 1 - 31, 2019	1,079,446	$	10.61	1,079,446
February 1 - 28, 2019	852,650	$	11.43	852,650
March 1 - 31, 2019	268,066	$	11.85	268,066
Total	2,200,162	$	11.08	2,200,162	$	21,672,000

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company ¨

Emerging growth company ý