Filed by Occidental Petroleum Corporation
pursuant to rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934, as amended
Occidental Petroleum Corporation
November 2, 2005
STEVE CHAZEN
Senior Executive Vice President &
Chief Financial Officer
Merrill Lynch
2005 Global Energy Conference
Occidental Petroleum Corporation
Filed pursuant to Rule 425 and deemed filed pursuant to Rule 14a-12
Filing Person: Occidental Petroleum Corporation
Subject Company: Vintage Petroleum, Inc.
File Number: 1-10578
Additional Information and Where to Find It
Oxy will file a Form S-4, Vintage will file a proxy statement and both companies will file other relevant documents concerning
the proposed merger transaction with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO
READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to
obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Oxy free of charge by contacting Christel Pauli, Counsel and Assistant Secretary,
Occidental Petroleum Corporation, at 10889 Wilshire Blvd., Los Angeles, California 90024. The
documents will also be
available online at www.oxy.com.
Participants in Solicitation
Oxy, Vintage and their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from Vintage shareholders in connection with the merger. Information about the directors and executive officers of
Oxy and their ownership of Oxy stock is set forth in the proxy statement for Oxy's 2005 Annual Meeting of Shareholders.
Information about the directors and executive officers of Vintage and their ownership of Vintage stock is set forth in the
proxy statement for Vintage's 2005 Annual Meeting of Shareholders. Investors may obtain additional information regarding
the interests of such participants by reading the Form S-4 and proxy statement for the merger when they become available.
Investors should read the Form S-4 and proxy statement carefully when they become available before making any voting or
investment decisions.
Occidental Petroleum Corporation
2004 Proven Reserves of 2.5 billion barrels oil
equivalent
2004 Results: WTI = $41.40 per bbl
Net Income $2.6 billion
Cash From Operations $3.9 billion
Return on Equity 27.8%
Return on Capital Employed 20.2%
Total Shareholder Return 41.1%
Nine Month 2005 Results
Equity Market Capitalization $30 billion as of 10/26/05
4th largest U.S. oil & gas company
Net Income Reported/Core $4.129/$2.806 Billion
Earnings per Share Reported/Core $10.26/$6.97
Cash from Operations$ 3.7 Billion
Stockholders Equity $13.9 Billion
*ROCE (%) 36
*ROE (%) 45
Consolidated Results
*Annualized through first nine months of 2005.
WTI = $55.40
See Appendix B for GAAP reconciliation.
Financial Performance Criteria
Return on Capital Employed
Measures Efficient Use of Capital
Return on Equity
Total Return to Stockholders
Stock Price Change Plus Dividend
20
Return On Capital Employed
Percent
15
15
11
15
12
11
9
2004
2002 - 2004
2000 - 2004
1995 - 2004
S&P 500
Oil & Gas Index
Oxy
Data Source: Bloomberg
See Appendix B for GAAP Reconciliation
Return On Common Equity
Percent
28
22
22
15
25
17
17
12
2004
2002 - 2004
2000 - 2004
1995 - 2004
S&P 500
Oil & Gas Index
Oxy
Data Source: Bloomberg
Whats Been Oxy Strategy:
Focused Operations
Value Creation
Disciplined Financial Philosophy
Worldwide Operations
Long Beach
Permian Basin
Horn Mountain
Hugoton
Elk Hills
Colombia
Ecuador
Libya
Russia
Pakistan
Oman
U.A.E.
Yemen
Qatar
.
.
.
Argentina
Thousand BOE/Day
515
476
566
547
461
425
438
395
Worldwide Production
Production & Reserve Additions
173
244
188
263
200
368
207
268
Million BOE
2004
2003
2002
2001
Production
Additions
See Appendix B for GAAP reconciliation.
Million BOE
Sources of Worldwide Reserve Additions
1,170
244
263
368
268
969
See Appendix B for GAAP reconciliation.
Finding & Development Costs
BP
OXY
XOM
CVX
KMG
BR
UCL
APA
APC
COP
DVN
AHC
5.00
5.42
5.71
6.77
6.95
7.00
8.20
8.58
15.99
9.72
9.35
17.18
6.05
3-Year Average
2002-2004 ($/BOE)
MRO
Data Source: Merrill Lynch Equity Research
2002-2004 Free Cash Flow*
$/BOE
OXY: 2004 $12.04/BOE
* Combined (consolidated and other interests) exploration & production income after taxes and before interest,
plus DD&A and exploration expense, less capital (excluding acquisitions and ARO costs) divided by BOE
sales.
See Appendix B for GAAP reconciliation
Focused Value Creation Strategy
Maintain Strong Balance Sheet
Disciplined Capital Expenditure Program
Selective Acquisitions
Moderate Predictable Reserve/Production Growth
Chemicals Provides Excess Cash Flow
Review Non-Core Investments
Review Dividend Policy Annually
Balance Sheet
6,354
4,890
2000
2001
2002
4,759
4,774
5,634
6,318
Total Debt - $ Millions
Total Equity - $Millions
2000
2001
2002
4,570
2003
2003
7,929
2004
3,905
2004
10,550
57
46
43
37
27
Debt/Cap - Percentage
3,017
3Q 2005
3Q 2005
13,906
18
2005 Capital Expenditures ($MM)
Oil & Gas US $ 850
Middle East / North Africa 560
Latin America 160
Other International 10
Exploration 280
Chemicals 170
2,030
Dolphin 360
$ 2,390
Net Acquisition Capital $2,100
Selective Acquisitions
Natural Consolidator
Permian Basin
California
Vulcan Chlor-Alkali Plants
Vintage Petroleum
Permian Basin Acquisitions
Spent $1.4 Billion on Asset Acquisitions
(Net of Asset Sales)
Projected Production Impact
Estimated Year-End 2005 Exit Rate of 30,000
BOE/Day
First Nine Months 2005
Chemical Highlights
Generate Cash Flow In Excess of
Capital Expenditures Through the
Business Cycle
Primary Mission of
Oxys Chemicals Business
Generated Nearly $3 Billion of Cash Flow After Capital
During the Last 10 Years
Generated Approximately $700 Million of Cash Flow
After Capital Through Nine Months 2005
Vintage Transaction Summary
Consideration
0.42 Oxy shares per Vintage share (~28.7 Mm Oxy shares)
$20.00 cash per Vintage share (~$1,366 Mm)
Strategic Overlap
Financially Accretive
Annual Synergies - $40-60 Mm cost savings and exploration
capital savings of ~$100 Mm
Growth Opportunities
Argentina and California are the primary drivers
Planned Repurchase of 9 Mm Oxy shares
Transaction Summary
Consideration $Mm
0.42 x 68.3 Mm shares x $74.98/share $2,151
$20/share x 68.3 Mm shares 1,366
Debt assumed 550
Estimated Cash at closing (225)
Total consideration $3,842
Proved Reserves 437 Mmboe (12/31/04)
Probable and Possible Reserves 421 Mmboe (12/31/04)
2nd Qtr 2005 Production of ~76,000 Boepd
2005E Free Cash Flow
$/BOE
Strategic Overlap
Argentina
Significantly enhances Latin America
core area
22 concessions, mostly in the San Jorge
Basin
As of 12/31/04, ~217 Mmboe of proved
reserves, ~500 drilling locations (97%
historical drilling success rate)
Strong current production and expected
10-15% production growth over the next
few years driven by 3-D seismic
Effective export tax rate of ~27% at
$40.00 and ~31% at >$50
Multiple consolidation opportunities
10 Year average F&D costs: $2.87/Boe
Vintage Properties
Buenos Aires
Vintage Growth Opportunities
Argentina
Strategic Overlap
Argentina Historical and Forecast Production Growth
Strategic Overlap
California
Good strategic fit with existing
Oxy operations
~70 Mmboe of proved reserves
as of 12/31/04
Oxy sees significant
opportunity to increase
recovery on existing properties
(~20% over the next few years)
~11,000+ Boepd of production
Key fields are high quality
crude oil
Bakersfield
Elk Hills
Sacramento
San Francisco
Sacramento
Valley
Los Angeles
Oxy Producing Properties
Oxy Exploration Acreage
Vintage Properties
Vintage Other Properties
Bolivia Intriguing potential, needs long term
market development
Yemen
Candidates for portfolio rationalization
East Texas, Gulf Coast, Mid-Continent
Unconventional North American gas
~71 Mmboe of proved reserves as of 12/31/04
~19,000 Boepd of production
Divestitures expected to reduce purchase price per Boe
Transaction Value
Note: This slide is taken from VPIs
analyst presentation at the UBS
conference in Las Vegas in May 2005.
$4,642
$3,849
Total
$64.10
$52.91
Net Asset Value Per Share
67.7
67.7
Fully Diluted Shares
$4,339
$3,582
Net Asset Value
(378)
(342)
Other balance sheet items
45
45
Gathering/Marketing, Sulfur assets
30
30
Unevaluated O&G Properties
198
166
Possible 20%
398
328
Probable 50%
$4,046
$3,355
Proved 100%
Reserves Pre-tax PV10%
$6.67
$5.83
NYMEX Gas Price (6 to 1 ratio)
$40
$35
NYMEX Oil Price
As of 12/31/04 ($Mm, except per share and hydrocarbon prices)
Note: The above is summarized for demonstration purposes
Pro-Forma Reserves by Country
Million BOE
1,982
348
58
63
49
47
24
US
Qatar
Yemen
Russia
Pakistan
Oman
Colombia
104
Ecuador
Proved reserves as of 12/31/04
217
Argentina
Bolivia
77
OXY
Vintage
Reserve Life of 12.7;
Total proved reserves
of 2,969 Mmboe
Dividends
2002-2004 Dividend Payments
Totaled Nearly $1.2 Billion
Annual Payout Rates Per Common Share
2002 = $1.00
2003 = $1.04
2004 = $1.10
2005 = $1.29
2006 = $1.44
Dividend Policy Evaluated Annually
Cash Dividends
Paid Continuously Since 1975
Whats ahead?
Success Riding on Two Factors
Add New Projects in Core Areas to Provide Growth
Maintain Strong Asset Base to Generate Cash to
Support Growth
Stay Focused on the Fundamentals
Maintain Financial Discipline and Focus
Execute Our Strategy
Create Long-Term Value
Production Growth Projects
Qatar:
ISND / ISSD
Dolphin
Oman: Mukhaizna Oil Field
Libya
Argentina
Permian Basin / California
Exploration
Current Plans to Drill 30-40 Wells in 2005
Awarded 9 Exploration Blocks in Libya in January
Dolphin Gas Project
Projected Start late 2006
Invest Gross Capital
of $4 Billion
(2004-2006)
Oxys Share is 24.5%
Estimated Net Reserves:
300 Million BOE
(assumes 2 BCF/Day Gas
Production)
Oman - Mukhaizna Oil Field
Oxy Active in Oman
Since 1979
Oxys Nine Months 2005
Production 26,500 BOE/Day
Oxy Signs 30-Year
PSC for Omans Mukhaizna
Oil Field
Increase Production from
10,000BPD to 150,000BPD
(Gross)
CAPEX = $2 Billion
Ultimate Recovery 1 Billion
BBLS
Return to Libya
We Have Returned to our Historical Assets
3Q 2005 production 9,000 b/d
Production will contribute approximately 22,000 b/d to
Oxy's year-end 2005 exit rate.
Oxys net working interest in Libya covers
approximately 130,000 square kilometers
Exploration
Work program proceeding on nine blocks awarded
earlier this year
Significant Potential for Future Production
Growth Through Investment in EOR Projects
Return to Libya
EPSA II
NC143
EPSA II
NC145
EPSA II
NC144
EPSA 85
NC150
EPSA I
NC74
EPSA I
NC29
Concessions
102, 103
B
C
A
B
F
36
53
35
52
163
131
59
124
106
Concession Blocks
EPSA I (Zueitina)
EPSA II Exploration (Oxy)
EPSA 85 Exploration (Oxy)
EPSA IV #1 Exploration (Oxy)
Libya
Tunisia
Algeria
Niger
Chad
Egypt
Tripoli
Benghazi
Conclusion
Strong, Flexible Balance Sheet
Continued Oil & Gas Production Growth
Long-Lived Domestic Oil & Gas Reserve Base
New, High Potential Exploration Opportunities
Solid Base for Future Growth
And Profitability
Occidental Petroleum Corporation
The matters set forth in this presentation, including statements as to the expected benefits of the Vintage acquisition such as
efficiencies, cost savings, financial strength, and the competitive ability and position of the combined company, and other
statements identified by such words as "will," "estimates," "expects," "hopes," "projects," "plans," and similar expressions
are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements involve risks and uncertainties that could significantly affect expected results,
including a delay in or failure to obtain required approvals, the possibility that the anticipated benefits from
the acquisition
cannot be fully realized, the possibility that costs or difficulties related to the integration will be greater than expected, the
ability to manage regulatory, tax and legal matters, including changes in tax rates, the impact of competition, and other risk
factors related to our industries as detailed in each of Oxy's and Vintage's reports filed with the SEC. You should not place
undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Unless legally
required, Oxy undertakes no obligation to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Actual results may differ from those set forth in or implied by the forward-looking
statements.
The SEC limits the ability of oil and natural gas companies, in their filings with the SEC, to disclose reserves other than
proved reserves demonstrated by actual production or conclusive formation
tests to be economically producible under
existing economic and operating conditions. We use certain terms in this presentation, such as probable, possible and
recoverable reserves, that the SEC's guidelines limit in filings with the SEC. Additionally, the SEC requires oil and natural gas
companies, in their filings, to disclose non-financial statistical information about their consolidated entities separately from
such information about their equity holdings and not to show combined totals. Certain information in this presentation is
shown on a combined basis; however, the information is disclosed separately in the Appendix.
Information contained in this presentation regarding Vintage's production, reserves, results, assets and other information has
been taken from Vintage's public filings with the SEC. Oxy makes no representation with respect to the accuracy of this
information.
U.S. investors are urged to consider carefully the
disclosure in our Form 10-K, available through the following toll-free
number, 1-88-OXYPETE (1-88-699-7383) or on the internet at http://www.oxy.com. You can also obtain a copy from the SEC by
calling 1-800-SEC-0330.
Appendix A Vintage Acquisition
Strategic Overlap
Argentina Strong Cash Margin
(16.99)
(13.74)
(9.51)
Export tax impact
(7.75)
(7.75)
(6.40)
Contract Differential
$25.56
(0.73)
(6.05)
32.31
5.70
35.26
$60.00
$15.50
(0.70)
(6.05)
22.25
5.70
24.09
$40.00
$19.48
Margin
(0.70)
G&A
(6.05)
LOE
26.23
Weighted Avg. Sales Price
5.70
Gas Sales
28.51
Oil Sales (net of export tax)
$50.00
NYMEX Assumption
Cash Margin Under Current Export Tax*
Per Boe
*Hypothetical margin above assumes a 35/65 export/domestic sales split, contract differential at recent VPI
observed levels at or above $50 per Bbl. NYMEX, domestic sales value at parity to export value net of the
tax, and 2005 VPI target oil/gas production mix, gas price and cost levels.
Contribution Analysis
VPI OXY
% of Enterprise Value 9% 91%
% of Market Value 5% 95%
LTM EBITDA 7% 93%
LTM Cash from Operations 6% 94%
Production (per Day)
Oil 11% 89%
Gas 16% 84%
Boe 12% 88%
Proved Reserves (Mmboe) 15% 85%
PDP Reserves (Mmboe) 13% 87%
Note: VPI numbers have been adjusted to take out hedging effects; without share buyback VPIs Enterprise and
Market Value would be 11% and 7% respectively. Market and Enterprise values are at the deal value.
Occidental Pro-Forma Financials
2005
14.51
14.86
Cash Flow Per Share
$9.76
$9.79
Earnings per Share
Occidental
Stand-alone
Pro-Forma
Pro-forma: Consensus First Call Oxy 2005 estimate, including 9 Mm share buyback
Worldwide Production
Note: Occidental + Vintage - No effects of rationalization
Occidental
Pro-Forma
Appendix B GAAP Reconciliation
US International Worldwide
2004 OIL GAS BOE OIL GAS BOE OIL GAS BOE
Consolidated Subsidiaries 1,494 2,101 1,844 499 874 645 1,993 2,975 2,489
Other Interests - - - 43 - 43 43 - 43
Worldwide 1,494 2,101 1,844 542 874 688 2,036 2,975 2,532
2003
Consolidated Subsidiaries 1,500 1,826 1,804 490 759 617 1,990 2,585 2,421
Other Interests - - - 48 9 50 48 9 50
Worldwide 1,500 1,826 1,804 538 768 667 2,038 2,594 2,471
2002
Consolidated Subsidiaries 1,452 1,821 1,755 476 228 514 1,928 2,049 2,269
Other Interests - - - 42 - 42 42 - 42
Worldwide 1,452 1,821 1,755 518 228 556 1,970 2,049 2,311
2001
Consolidated Subsidiaries 1,371 1,962 1,698 482 106 499 1,853 2,068 2,197
Other Interests - - - 44 - 44 44 - 44
Worldwide 1,371 1,962 1,698 526 106 543 1,897 2,068 2,241
Worldwide Proven Reserves
(Million BOE)
GAAP RECONCILIATION
Consolidated Subsidiaries Other Interests Worldwide
OIL GAS BOE OIL GAS BOE OIL GAS BOE
United States 1,494 2,101 1,844 - - - 1,494 2,101 1,844
Qatar 237 668 348 - - - 237 668 348
Ecuador 104 - 104 - - - 104 - 104
Oman 46 100 63 - - - 46 100 63
Colombia 67 - 67 (9) - (9) 58 - 58
Russia - - - 49 - 49 49 - 49
Yemen 39 - 39 3 - 3 42 - 42
Pakistan 6 106 24 - - - 6 106 24
1,993 2,975 2,489 43 - 43 2,036 2,975 2,532
2004 Proven Reserves by Country
(Million BOE)
GAAP RECONCILIATION
(Million BOE) Consolidated Subsidiaries Other Interests Worldwide
OIL GAS BOE OIL GAS BOE OIL GAS BOE
PRODUCTION
2000 117 259 160 8 - 8 125 259 168
2001 124 241 164 9 - 9 133 241 173
2002 142 229 180 8 - 8 150 229 188
2003 153 221 190 10 - 10 163 221 200
2004 159 233 198 9 - 9 168 233 207
Proved Reserve Additions
2000 1,041 777 1,170 - - - 1,041 777 1,170
2001 219 100 236 8 - 8 227 100 244
2002 221 216 257 6 - 6 227 216 263
2003 223 766 351 16 9 18 23 775 368
2004 162 624 266 4 (9) 2 166 615 268
Worldwide Production and Proved
Reserve Additions
GAAP RECONCILIATION
(Million BOE) Consolidated Subsidiaries Other Interests Worldwide
OIL GAS BOE OIL GAS BOE OIL GAS BOE
2004
Revisions 5 241 45 5 (9) 3 10 232 48
Improved Recovery 88 185 120 1 - 1 89 185 121
Extensions and Discoveries 30 191 61 2 - 2 32 191 63
Purchases 39 7 40 (4) - (4) 35 7 36
162 624 266 4 (9) 2 166 615 268
2003
Revisions (1) 44 6 6 - 6 5 44 12
Improved Recovery 85 70 97 4 9 6 89 79 102
Extensions and Discoveries 41 597 141 6 - 6 47 597 147
Purchases 98 55 107 - - - 98 55 107
223 766 351 16 9 18 239 775 368
2002
Revisions 13 (54) 4 (1 ) - (1) 12 (54) 3
Improved Recovery 112 151 137 5 - 5 117 151 142
Extensions and Discoveries 40 50 - - - - 40 60 50
Purchases 56 59 66 2 - 2 58 9 68
221 216 257 6 - 6 227 216 263
2001
Revisions 21 (49) 13 8 - 8 29 (49) 21
Improved Recovery 139 23 143 - - - 139 23 143
Extensions and Discoveries 56 122 76 - - - 56 122 76
Purchases 3 4 4 - - - 3 4 4
219 100 236 8 - 8 227 100 244
2000
Revisions 62 223 99 1 - 1 63 223 100
Improved Recovery 42 25 46 - - - 42 25 46
Extensions and Discoveries 37 112 56 (1) - (1 ) 36 112 55
Purchases 900 417 969 - - - 900 417 969
1,041 777 1,170 - - - 1,041 777 1,170
Sources of Worldwide Proved
Reserve Additions
GAAP RECONCILIATION
2004
Occidental Petroleum Consolidated Statement of Cash Flows
Cash flow from operating activities $ 3,878
Cash flow from investing activities (2,288)
Cash flow from financing activities (824)
Change in cash $ 766
2004
Consolidated Other
Subsidiaries Interests Worldwide
FAS 69 GAAP Oil & Gas results of operations $ 2,781 $ 50 $ 2,831
Depreciation, depletion & amortization 1,040 12 1,052
Exploration expense 214 1 215
Capital expenditures (excluding acquisitions) (1,596) (11) (1,607)
Cash flow from operations $ 2,439 $ 52 $ 2,491
Sales volumes (million BOE) 206.83
Cash flow per BOE $ 12.04
Oil & Gas: Cash Flow
($ Millions, except $/BOE)
GAAP RECONCILIATION
Annual Average
2002 - 2004
Occidental Petroleum Consolidated Statement of Cash Flows
Cash flow from operating activities $ 3,017
Cash flow from investing activities (2,002)
Cash flow from financing activities (599)
Change in cash $ 416
Annual Average 2002 - 2004
Consolidated Other
Subsidiaries Interests Worldwide
FAS 69 GAAP Oil & Gas results of operations $ 2,095 $ 26 $ 2,121
Depreciation, depletion & amortization 933 14 947
Exploration expense 176 0 176
Capital expenditures (excluding acquisitions) (1,272) (9) (1,281)
Cash flow from operations $ 1,932 $ 31 $ 1,963
Sales volumes (million BOE) 200.15
Cash flow per BOE $ 9.81
Oil & Gas: Cash Flow
($ Millions, except $/BOE)
GAAP RECONCILIATION
December 31 September 30 2005
2004 2005 Annualized
GAAP measure earnings applicable $ 2,568 $ 4,129
to common shareholders
Interest expense 239 178
Tax effect of interest expense (84) (62)
Earnings before tax-effected interest expense $ 2,723 4,245
GAAP stockholders equity $ 10,550 $ 13,909
Debt
GAAP debt
Debt, including current maturities $ 3,804 $ 3,017
Non-GAAP debt
Capital lease obligation 26 26
Subsidiary preferred stock 75 75
Total debt
$ 3,905 $ 3,461
Total capital employed $ 14,455 $ 16,926
RETURN ON CAPITAL EMPLOYED (ROCE) (%) 20.2 27.1 36.1
Return on Capital Employed (ROCE)
($ Millions)
GAAP RECONCILIATION