Good morning. My name is Katie, and I will be your conference facilitator today. Welcome to Chevron's conference call to discuss its proposed acquisition of Hess. At this time, all participants are in a listen-only mode. After the speaker's remarks, there will be a question-and-answer session, and instructions will be given at that time. If anyone should require assistance during the conference call, please press Star and then zero on your touchtone telephone. As a reminder, this conference call is being recorded. I will now turn the conference call over to the General Manager of Investor Relations at Chevron, Jake Spiering. Please go ahead. Thank you, Katie. Good morning, and welcome to this Special Call to Announce a Significant Proposed Combination. I'm Jake Spiering, General Manager of Investor Relations at Chevron, and with me today are Chevron's Chairman and CEO, Mike Wirth, Hess' CEO, John Hess, and Chevron CFO, Pierre Breber. We'll refer to the slides and prepared remarks that are available on Chevron's website. Before we begin, please be reminded that this presentation contains estimates, projections, and other forward-looking statements. Please review the cautionary statement on slide two. Now, I will turn it over to Mike. Thanks, Jake. Good morning, everyone. I'm pleased to announce that Chevron has entered into a definitive agreement to acquire Hess, a premier exploration and production company with ownership in the industry's most attractive, long-lived growth asset in Guyana and a focused portfolio elsewhere that complements Chevron's. This combination is aligned with our objective to safely deliver higher returns and lower carbon. We expect the transaction will become accretive to cash flow per share in 2025 after achieving synergies and startup of the fourth FPSO vessel in Guyana. We've identified $1 billion of run rate cost synergies that we expect to realize within a year of closing. In addition, Hess increases Chevron's estimated production and free cash flow growth rates over the next five years and is expected to extend our growth profile into the next decade, supporting our plans to increase our peer-leading dividend growth and share repurchases. Equally as important, the combination will further strengthen our most important resource, the people who safely deliver energy to the world every day. We look forward to combining Hess's talented workforce with ours. Hess shareholders will receive 1.025 Chevron shares for each Hess share as consideration, which represents a 10.3% premium over the 20-day average closing price. This is Chevron's third upstream deal since the pandemic, with a premium around 10%, showing consistent discipline. The first two were immediately accretive. This transaction transforms our portfolio and is expected to generate longer-term free cash flow growth that supports increased return of capital and outweighs short-term earnings per share dilution in the low to mid-single digits. I am very pleased that John Hess is expected to join Chevron's board of directors. John is a highly respected industry leader with a record of value creation and strong relationships with governments and partners. I look forward to working with John as we bring our two companies together and safely deliver lower carbon energy to a growing world. The Stabroek Block in Guyana is a world-class resource with over 11 billion barrels of oil equivalent of gross discovered recoverable resource from the industry's largest oil discovery in the last decade. Hess' share of net production is approximately 110,000 barrels per day at industry-leading cash margins with low carbon intensity, a winning combination. That's just from the first two FPSOs, with three more currently under development. There's potential for up to 10 FPSOs, which is expected to drive production growth into the next decade. There's exploration upside potential, with 10-12 wells planned for 2024. Given past success, this bodes well for further resource growth. We intend to continue partnering with the government of Guyana to create shared prosperity and value for the country and its people. In the Bakken, Hess holds a strong acreage position with a long queue of economic future drilling locations that will be added to Chevron's advantaged shale and tight portfolio. Hess's assets in the Gulf of Mexico are complementary to Chevron's in a basin we know well, and we foresee a long future underpinned by more exploration success. Southeast Asia assets provide predictable financial performance from natural gas contracts with oil-linked pricing. This combination will further strengthen and diversify our already advantaged portfolio. Guyana is an exceptional and differentiated asset that adds significant resource inventory in the deep water, complementing Chevron's existing deep water assets around the world. The Bakken adds another prolific U.S. shale basin to our leading positions in the DJ and the Permian, and we expect it will benefit from Chevron's advancements in technology and performance as we aim to further improve recoveries and enhance returns. Southeast Asia brings a regional gas business where we have a long history, adding to our advantaged gas positions in Australia and the Eastern Med. The resulting portfolio is deep, with projected high cash margin and low carbon intensity production, diversified across asset types and geographies, balanced between short- and long-cycle investments, and durable, with fields in both plateau and growth stages. More than 75% of our upstream CapEx is expected to be focused on these eight assets, positioning Chevron to deliver durable free cash flow growth into the next decade. With a stronger combined portfolio, we expect to further high grade and generate about $10 billion-$15 billion in before-tax proceeds from asset sales through 2028. Some of the asset sale candidates generate high returns, and the step up in Hess's book value will also affect ROCE. After closing, we'll target to sustain a double-digit ROCE at mid-cycle prices. Since walking away from Anadarko in 2019, through the expected closing of the Hess transaction next year, Chevron will have created new significant reserve and resource positions in the DJ Basin, Eastern Mediterranean, Bakken, and Guyana, building on our positions in Australia, Kazakhstan, the Permian Basin, and offshore Gulf of Mexico. These low-premium deals have diversified and strengthened Chevron's upstream business. Going forward, Chevron's production growth rate is expected to be higher than our current guidance, and we also expect it can be sustained for longer. We'll provide updated guidance after developing a combined business plan post-closing. Also, we will have acquired each of these assets when they were free cash flow positive or on the cusp of it. After we add projected free cash flow growth from investments in TCO, the Permian, and Gulf of Mexico, in renewable fuels and petchem facilities, we expect free cash flow to more than double by 2027, and Guyana is expected to underpin further growth into the 2030s. At Chevron, we believe the future of energy is lower carbon, and this combination adds low carbon intensity assets that are expected to be accretive to our 2028 oil and gas targets. Hess has lowered their carbon intensity over the past several years, and Chevron intends to remain one of the most carbon efficient producers. We're continuing to find ways to meet today's demand with both traditional and new energy supplies that have lower carbon intensity and are still affordable and reliable. Affordable energy is vital for economies to flourish. Reliable energy is essential for national security, and we all have a stake in a lower carbon future. With higher expected free cash flow growth, Chevron intends to return more cash to shareholders, consistent with our long-standing financial priorities. Over the past five years, Chevron has grown its dividend per share by a 6% compounded annual growth rate, more than double the rate of the closest integrated peer. In January, and subject to the board of directors' approval, we expect to recommend an 8% increase to our first quarter dividend per share to $1.63, supported by immediate free cash flow from PDC Energy and longer-term projected free cash flow growth from Hess. Post-closing, we also intend to increase our buyback to the top of the guidance range of $20 billion per year or $5 billion a quarter. This reflects an even bigger and better upstream and is consistent with our Investor Day upside price scenario. Under SEC regulations, share repurchase volumes will be restricted for a period of time prior to closing. The midpoint of the CapEx range equals the consensus outlook for both companies. We'll maintain our commitment to capital discipline, with CapEx about half the levels from a decade ago, and as a larger and more diversified company following four acquisitions. Post-closing, we'll continue to maintain a strong balance sheet, and Chevron will remain built for $50 Brent, projected to cover both CapEx and dividends at that level. While we're currently in an upside price cycle, we will remain well prepared and positioned for a downside scenario. Before I turn it over to John, I want to close with a final point. The upstream is a resource depletion business, where fields grow, mature, and then decline. John and I know this from many decades in the industry. Chevron has led its integrated peer group in reserve replacement for the past three, five, and 10 years, and Hess has been part of the greatest series of discoveries in the industry's recent history, with unmatched growth and duration potential. The combined company is expected to have resource inventory depth into the next decade, much further than we can usually see with confidence in our business and the operational, technical, and financial capabilities to continue to safely deliver lower carbon energy to a growing world. Now I'll hand it over to my friend and future board member, John Hess. Thank you, Mike. I'm honored to be here with you today, and I'm very excited about the strategic combination of our two great companies, and I look forward to the opportunity to join Chevron's board. Our company is celebrating our ninetieth anniversary this year. We have a proud, long history that started with my father delivering fuel oil with a secondhand truck during the Depression. Over the last 90 years, we have always been guided by making the right long-term decisions for our company and our shareholders. This strategic combination is compelling and the right decision for our future. Hess has the best growth portfolio in the industry, including Guyana, the world's largest oil discovery in the last 10 years, with a low cost of supply and a low carbon intensity, and the Bakken Shale, where we are a leading oil and gas producer.... Chevron is one of the world's largest and most respected energy companies, with a world-class diversified portfolio of assets, one of the industry's strongest balance sheets, and one of the industry's highest cash return profiles. Also, Chevron has one of the best CEOs in the industry, my friend Mike Wirth. Like Hess, Chevron is also a values-led company. There is a strong cultural fit for our people, and we share a deep commitment to making a positive social impact in the communities where we do business and to investing in the energy transition. I believe our strategic combination creates a company that is stronger in every respect, with the leadership, asset portfolio, and financial resources to deliver significant shareholder value for years to come. Mike, thank you. I look forward to working with you in the years ahead, and I'll now turn the call over to Jake. That concludes our prepared remarks. We are now ready to take your questions. Please limit yourself to only one question to enable everyone in the queue an opportunity. We will do our best to get all of your questions answered. Katie, please open the lines. Thank you. If you have a question at this time, please press star one on your touchtone telephone. If your question has been answered or you wish to remove yourself from the queue, please press star two. If you're listening on a speakerphone, we ask you please lift your handset before asking your question to provide optimum sound quality. Again, if you have a question, please press star one on your touchtone telephone. We'll take our first question from Neil Mehta with Goldman Sachs. Yeah, great, and congratulations, John, and congratulations, Mike, and John, thank you for all the guidance over the years, and I wish you well in this next role. My question is, in the appendix, you break out a little bit here on synergies, and would love you guys to dig into that. It looks like there's a put option dynamic, a little bit around NOLs and G&A. So if you could just talk about, you know, confidence interval around synergies and how we should be thinking about building that in. Sure, Neil. Thanks for the kind comments. We've identified about $1 billion in cost synergies one year after the close. More than half of that is through the typical corporate costs, things you would expect, insurance, public company costs, exploration, et cetera. And then the remainder, as you mentioned, is related to some tax items and savings on put options. The tax benefits are expected to result from the combined company's ability to use some net operating losses that are carried forward and will improve cash flow of the combined company, so a real cash impact there. And then, you know, we plan to discontinue the use of put options to hedge some commodity price volatility. That's, you know, as a company our size, we've got, you know, a balance sheet that is in a position where we can be fully exposed. And so that's just a cost that we won't incur as we put the two companies together. So, you know, those are based on public information and the diligence that we've been able to do here. As always, you know, once we close, we'll continue to look for additional opportunities as we get into the integration. Thanks, Neil. Thanks, Mike. We'll go next to Sam Margolin with Wolfe Research. Hi, how are you? Morning, Sam. Thanks for taking the question. So I'm just looking at the pro forma CapEx guidance here, and it's more or less kind of expectations for the two companies independently added together. But how do you think about kind of competition for capital within the pro forma Chevron and, you know, where you see CapEx getting directed in different types of scenarios? Thank you. Sure, Sam. So, you know, one of the things that I think is important here is both Chevron and Hess have very focused and high return capital programs already. And, you know, Guyana's got more than half of the 23 upstream capital guidance in the Hess budget, the Bakken, another 30%, both really strong assets that deliver, you know, the returns and cash that you would expect. And you're familiar with the way we've been focusing on, you know, the Permian, finishing our big project in Kazakhstan and developing some projects in the Deepw ater, Gulf of Mexico, et cetera. So there's not a lot of obvious overlap or areas where you would say we would reduce CapEx. So what we've done is really looked at the combined outlooks for the two companies. You know, top end of our range, $16 billion, I think consensus on Hess for next year is about $4.5 billion, so that gets you to $20.5 billion. We've put a range around that, so that's about the midpoint of the range. And interestingly, you know, that range is really where we were Chevron standalone before the pandemic. Now, we've got a little affiliate CapEx that would be in addition to that. But I mentioned in my prepared comments, it's half of what we were spending a decade ago as Chevron alone, and we're a much better company today, a bigger company with the acquisitions. And so, we intend to continue to be very capital disciplined going forward. I mentioned the eight assets that'll draw 75% of our capital spending. And then, of course, we do have a couple of petrochemical projects under development and some other things that are gonna be in that balance. So, that's the guidance today. Of course, once we put the two companies together, this is a significant enough transaction that a combined business plan is where we'll really start to optimize the trade-offs and the choices, and we'll be back out to talk to you about that, you know, once we get past the close. Thanks, Sam. We'll go next to Doug Leggate with Bank of America. Good morning, gentlemen. Excuse me, I apologize. Mike, there's a lot of things we've talked about over the years. This fit is extraordinary, and I congratulate you both. I do have a question, however, relating to the timing, I guess, from Hess' standpoint. And I guess my question is, when you look at the inflection pending for Hess free cash flow, the value accretion is extraordinary, at least in our view. So that's certainly something to be applauded on your part, Mike. But there's also $1 billion of synergies, that if you annualize that, is basically the premium you're paying for Hess, which basically looks like you're not sharing any of those synergies. So my question is: How do you think shareholders are gonna respond to this, and what, what is your commitment in the event, Mike, that, the transaction terms are not good enough? Well, I'll let the large shareholder from Hess speak to that question. Yeah, Doug, thank you. Doug, you know, our company as well as anyone. One, I think some context here is important. You're right about the accretion with each FPSO coming on each year, delivering about $1 billion of cash flow as each one comes on each year at current prices. But the context is, you know, we have had 5 years where our company had the highest total shareholder return in the industry, in the energy industry, whether you compare us to a major or an independent. Last year, as you know, our stock went up 94% and was number 2 in the S&P. So, this strategic combination is an exchange of stock, a merger, so we still get to participate in the upside. To your point, this value accretion will go to Chevron shareholders, of which I and my family are going to be one, and intend on holding the stock for a long time. And I think another key point is, while Hess provides the growth to Chevron, both in resource growth, production growth, and cash flow growth, Chevron contributes to Hess strong financial strength, in terms of a diversified portfolio of assets, in terms of a stellar balance sheet and in terms of very high cash returns. And specifically, the Hess dividend will go from $1.75 a share to $6 this year and $6.50 next year, and there is a major share repurchase program. So when you look at our strategic combination, I think it is strong in every way, has a great future ahead of it. We're gonna be the oil company to own, and also the best company to work for. So we're very excited about it, and I think the value accretion you're talking about, we still continue to participate in, given that this is a stock for stock deal. So we, we're very excited about this strategic combination, and we believe we're creating the premier oil and gas company, exceptionally well positioned for the energy transition. Good luck, guys. Thank you so much. Thanks, Doug. We'll go next to Roger Read with Wells Fargo. Yeah. Thank you. Good morning, and, congrats to both of you. John, it's been a heck of a ride watching, Guyana come along, so, excited to see Chevron take it on to, to the second chapter here. The question I have, I think you a little bit addressed on the last one, is, you know, the all equity versus, some combination of equity and cash. The other question I have, probably dressed--directed mostly at you, Mike, your comments on the impacts on ROCE, as well as the step up in asset sales. Kind of give us an idea of how you expect that to kind of initially be impacted, and then maybe as you move down the road, get back to that double digit. Like, what, what are some of the key things we should really watch there? Yeah, Roger, you know, in this deal and in others, you know, you look for the optimal mix, and it's a negotiated outcome. Using equity in commodity industry transactions is really helpful because at any given point in time, you got an oil market that you're dealing in, and when you close 6 or 9 months later, you may find yourself in a very different world. A deal that has a substantial amount of cash in it, you now have a valuation that looks very different at close, at shareholder vote than it did when the deal was transacted. Whereas an equity deal, you're both—you're naturally hedged, and so as the commodity prices cycle up or down, you're not exposed to one side feeling like they're winning and the other side feeling like they're not. So that's really the key thing. The other reality here is, given the magnitude of our buyback program, which we will continue to execute, and as I mentioned, actually, at an even higher level than we're currently at, we'll be buying those shares back and effectively converting it into a cash transaction through the cycles of the market, whatever those may be. And so, it's a structure that we think makes sense for both sides and really provides, you know, a fair and balanced consideration. On Return on Capital Employed, you're right, this is gonna be slightly dilutive. You know, there's, as John mentioned, Hess has just had a tremendous track record. And so, we will put you know, some of that onto the balance sheet. Pierre can comment a little bit about the structure of that, and then how we'll continue to drive returns higher as we go forward. Yeah, I mean, it's purchase accounting, as you know, Roger. So, Hess has created a lot of value in purchase accounting. We put that, you know, historical book value, we have to mark to market value, and that's gonna be a step up in our capital employed. We also talked about high-grading our portfolio and selling $10 billion-$15 billion of assets that tend to be also high return. So both of those factors will weigh on short-term ROCE, but this is a transaction that's about long-term growth, long-term inventory and duration, and free cash flow growth, cash flow per share accretion. So we think there are more than enough offsets. But as Mike has said, our intent is to maintain a, a double-digit ROCE at, mid-cycle prices, and, and we know that the hill is a little steeper to climb, but that's what the combined company is gonna do. Thanks, Roger. Okay. Can I ask one quick follow-up on that? Future exploration- We were trying to get to everybody, Roger. Yeah, you can cycle back around in the queue, if I could just ask you to do that. I want to make sure we get to every- I appreciate it. Okay, thanks. Thank you. We'll go next to Josh Silverstein with UBS. Yeah, thanks. Good morning, guys. Good morning, Josh. Hey, good morning. You mentioned a step up in the buyback to the $20 billion level, you know, in a higher price environment. You know, this is something Chevron could, could do on, on their own this year if they really wanted to. Do we think about this as a potential step up in the, in the range, like a $2 billion step up? Or how would we think about this in a, call it a $50 environment, just given the, you know, the, the growth spending period that, Guyana is going through? Thanks. Hey, Josh, it's Pierre. So I think you should think about it as an incremental $2.5 billion tied primarily to the Hess transaction, but also the PDC, but in any price scenario. So you know, we're in the upside price scenario. We laid that out at our investor day. That averages about $85 over the next five years, and then that's near the, kind of near the top of the range. And so that's sort of the range we've been in. But if you're right, if we, for some reason, and we're prepared for lower prices, and if that happened next year, we could adjust our buyback down, but it would still be higher by the $2.5 billion. So there's an incremental $2.5 billion of buybacks that's kind of underpinned by the free cash flow accretion, and again, in the short term from PDC and the longer term, from Hess. And that's part of also the cash flow per share accretion. That's part of the math that you have to do, and that's part of what Mike was saying, is there's cash in this transaction, just not cash upfront. The cash comes in over time, and that helps the accretion. So the concept is, whatever we would have done standalone, will be $2.5 billion higher as a result of this transaction. Got it. That's helpful. Thank you, Josh. Thanks, Josh. We'll go next to Paul Cheng with Scotiabank. Good morning. Thank you. Maybe then let me add my congratulations. On the asset sales, maybe, Pierre, can you give us a little bit, maybe not granular, by which asset you're going to sell, but that you're saying that it's high margin. Can you give us some more additional characteristics? Should we assume that anything outside the eight assets that you identify, in the presentation, that would be candidate for sale, and also whether it's back-ended loaded or that it's going to be more operated? Thank you. Yeah, Paul, I'll take that. I wouldn't assume that anything that's not in those eight we identified is up for sale. It's not quite that simple and clean. You know, if you look at a portfolio like ours, there's always a tail of assets that may not fit as well for you as they would for somebody else. And as you know, we've done a lot of portfolio high grading over the last decade or so. And so I wouldn't characterize any of our assets as weak or unattractive. But if we're gonna remain capital disciplined to Sam's question about, you know, how are we gonna allocate capital? We need to invest in the best and so that's what we'll do. There will be some assets we have that, in, you know, the company two years ago, four years ago, would have attracted capital, that with a stronger portfolio, with the, the multiple transactions we've referred here today, are just gonna find that, that other assets are preferentially, going to draw that capital. And so we'll, we'll look for, opportunities to move those to somebody else, where it's a, a better fit in their portfolio, and that they can fund, the ongoing capital it'll need. When, when we, get to a point where we put both companies together and come out with some further guidance, we'll give you, a little more color around, the types of assets that, that might be considered. And then, obviously, you know, as we enter into, agreements, we'll, we'll talk about them specifically. So, stay tuned for more color on that, Paul. All right. Thank you. Thanks. We'll go next to Nitin Kumar with Mizuho. Hi, good morning, Mike and John, and first of all, congratulations to both of you. Mike, I want to touch a little bit on the Bakken. You know, it's not seen as a developed—it's seen as a more mature play within shale. So how does that fit with your Permian and DJ positions that you have enhanced, you know, over the last couple of years? Is there any technology that you could bring to bear to unlock more reserves there or anything you would talk about? Yeah. So, you know, one thing I would say, Nitin, is we're gonna rely very heavily on the good people at Hess that have been involved in the Bakken for many, many years. As we added the DJ Basin to our portfolio, we were pleasantly surprised. It was a basin that we hadn't previously been exposed to, so we had the big Permian position.... And it turned out that, you know, the people that joined us from Noble and from PDC were doing a better job than we might have imagined in terms of developing that resource. They understand it very well, the performance benchmarks within our portfolio very well across any number of metrics. And I'm certain that the same will be true as we come together with Hess and see what they've been doing in the Bakken. We do have a large, you know, technical organization. We're working hard on any number of technologies that can improve fracture geometry and improve the, you know, the mechanics down at kind of a nano level of loosening the hydrocarbons from the rock matrix and getting those to flow. So we're focused on a suite of technologies, many of which we're piloting in the field this year in the Permian, that are intended to improve recoveries out of shale. And as those mature and prove up, we would apply those across our entire portfolio, including the Bakken. So, I do believe that, you know, the likelihood that we're gonna leave 90% of these molecules behind is low. We're working hard to find ways to improve recoveries, and this gives us another nice, large position with a lot of running room to not only operate at the current level of high productivity, but over time, for technology to unlock even more value. And so, you know, we're really pleased to add the Bakken to our portfolio. You know, from our diligence, it looks like there's at least 15 years of inventory at that 4 rig level. So, you know, a decade and a half, again, I talked out into the 2030s. This is a very attractive asset that can deliver kind of plateau production, strong cash flow for many, many years to come, and it has that technology upside that we'll be looking to unlock. Thanks for the question. Thank you. We'll go next to Ryan Todd with Piper Sandler. Morning, Ryan. Good. Thanks. Morning, and congratulations on the great deal. Maybe if I—I might ask, at a high level, Mike, we've seen. It It feels like there's kind of a wave of consolidation going on right now in the industry. We've seen two out of you just this year now. What do you view as driving this current wave of M&A activity in the space? And then specific to this, why Hess for you at this time? I mean, maybe it's fairly obvious, but would just be curious of within this, you know, what's driving it and why Hess in this case? Sure. I mean, in the broader context, Ryan, and I think I've said this with many of you on the phone here, I think ours is an industry, particularly as you get into the shale patch, that was due for some consolidation. And, you all know the history of the last decade or so. We've got a lot of companies out there. Pierre sitting here, you know, he famously, a few years ago, used a quote that I still like to repeat, which is: "I think we've got too many CEOs per BOE," when you look across the whole spectrum. And, so some consolidation, I think, is natural. When and where and how it happens is a little bit harder to call, but you have seen some transactions and, you know, perhaps we'll see some others. For us, I will tell you, Hess is a very unique, a unique combination. It's aligned with our objective of delivering higher returns and lower carbon, of continuing to extend the duration of our cash flow growth and production growth in order to underpin our return of cash to shareholders. And it's really a unique combination of resource quality and durability, high cash margins, low carbon intensity, and it strengthens the long-term performance of our company in many ways, diversifying our portfolio, upgrading the asset base, and extending growth, as I said. So, there are no assets or companies out there that offer quite that same combination with us. I might ask, you know, John, to, you know, from your point of view, the same question to add in here for Ryan. Well, as I said, while we, you know, feel that our growth in resource and production and cash flow strengthen Chevron, Chevron's diversified portfolio of assets, their strong balance sheet, and their high cash returns, I think uniquely position us for the energy transition. We're gonna be the oil, stock to own, and the combination, I think, is a very powerful one. Thanks, Ryan. Thank you. We'll go next to John Royall with JP Morgan. Hi, guys. Good morning. Congratulations on the deal. Maybe you can, Mike, can talk about the past two deals, having very little Permian footprint between the two, only the small piece from PDC. Can you talk about the diversity in the portfolio, and is there a thought that you don't want to be too big in the por- in the Permian as a proportion of your overall mix? Well, we want to be big in the Permian. We, in fact, are. You know, we've got over 2 million net acres in the Permian right now, and as a reminder, most of that has no or very low royalty. So we've got a very advantaged Permian position. You know, last quarter, we reported 775,000 barrels a day of production, still on track towards 1 MMbpd in 2025. So we've got a big Permian. You know, as a company, we produce about 3 MMbpd, so you can do the math. That's a quarter to a third of our production right there. And I don't know that our Permian. Making our Permian bigger necessarily makes us a much different company to own. You know, we certainly would like to make the Permian better. We do that every day through land transactions that are at a level that you may not see them, but improve the contiguous acreage we have to develop, and we'll continue to do that. But look, this is, as I mentioned to Ryan, this is a very unique and compelling opportunity to strengthen our deepwater position, to add another shale basin that we're not exposed to today. And as I said, we're very pleased with what we've seen in the DJ, and I fully expect we're gonna be very pleased with what we see in the Bakken. And so, as an asset class, we really like the shale asset class. We've got the Vaca Muerta in Argentina, which is another asset that the geology on it is very compelling. And so this is a big, big part of our portfolio. But having exposure to different basins, different geographies, different regulatory regimes, et cetera, is not a bad thing, when you've got the scale that we already have in the Permian. And so, don't take this to say we don't like shale, but we're very big there. We're really pleased now with the increased deepwater exposure in Guyana and in the Gulf of Mexico. Very clear. Thank you. We'll go next to Biraj Borkhataria with RBC. Hi there, thanks for taking my question. I just wanted to ask a follow-up on the tax synergies, which you put in the $1 billion figure. So if I was to take a look at Hess's annual report, there's about $3.6 billion of NOLs from end of last year, and obviously, they would use some through this year. But is it a case of you just take the Hess NOLs directly transfer them to Chevron, or do you risk them for whatever reason? Whether is there a reason why they would get haircutted on the change of control? Thank you. Hi, Biraj, it's Pierre. So, Hess has over $15 billion of net operating losses, and they have a full valuation allowance against it, which means that Hess, on its own, did not have the income in the United States to be able to use those. When you combine the companies, we have greater U.S. income, and we can use those net operating losses. But the IRS has certain rules that limit the timing on that. So the synergies, this is annual. It'll be for a decade or so, and it reflects using those net operating losses, but under IRS regulations, which again, limit them to a certain amount per year. We've had this in some of our prior transactions, but there's just more here, and it's a real synergy because it's enabled by the combination of the two companies, and our larger U.S. income base. Thanks, Biraj. Okay, that's very clear. Thank you. Thank you. Hey, Biraj, just one point on that I should have said is this will only be a cash synergy. So, in purchase accounting, the valuation allowance will be taken off. So as that deferred tax asset or those NOLs are used, there's a cash benefit. There isn't an earnings benefit because the earnings kind of get worked their way through purchase accounting. So the other synergies are pre-tax, and they're earnings, and the tax synergies are kind of pre- and post-tax, if you wanna think about that, but cash only, no earnings benefit. Thanks. Thank you. We'll go next to Paul Sankey with Sankey Research. Hi, good morning, everyone, and congratulations, Mr. Hess. It's been a pleasure covering the story over the past 20 or 30 years. Thanks, Paul. Having said that, we understand that Guyana is the best oil asset in the world, and as you mentioned, there's exploration upside. We were thinking more of a $200 type level, which is the upper end of the Wall Street price targets. Can you talk a little bit about the background to the deal, whereby essentially this is a 5% premium to Hess's share price, albeit at an all-time high last week? You know, is this as much upside as we could have expected? And what have you said, would you say that the biggest risk on the deal is the Guyanese PSC? Thanks a lot. Yeah, no, Paul, a fair question, but, you know, again, I come back to the fact that our share price has gone up quite a bit, over the years. Over 5 years, we were the number one stock, whether major or independent, the highest total shareholder return. Last year, we went up 94%, number two in the S&P. And you also got to remember, that this is a stock-for-stock deal. So basically, we're not only locking in and preserving the value we created over the last several years, but we still participate in the upside that you're talking about. On top of that, we get a much higher dividend. Instead of $1.75 a share as a Hess shareholder, you get $6. And then next year, you're gonna get $6.50, and you have an ongoing, strong share repurchase program. So a lot of the value you're talking about, I'm very confident that over time, it will be recognized, and I'll take the over on that. On the PSC risk, right? All right, Paul. Is that the biggest risk? Look, the PSC has proven to be very stable through, you know, the years here. You know, I might let John speak to that, and he's been a partner in it, along with the others. But obviously, we've looked at that and believe this is a good contract that is durable. Yeah, as you know, Paul, the leadership of Guyana has been very clear that they will honor the production sharing contract. Contract sanctity is really important. Foreign investment's really important. And they've been very clear with our joint venture that they want us to go as fast as we can to develop their oil into a financial resource that can help their country develop and have a higher standard of living and shared prosperity for every Guyanese citizen. And on top of it, they're very, very proud of doing that in a carbon negative way and in an environmentally responsible way. So I think, you know, as an investment, province, Guyana, I'd say, has very, very low risk and is a place where, both we and now Chevron are very confident about investing further, and look forward to attractive returns going forward. Thank you. Thanks, Paul. We'll go next to Neal Dingman with Truist Securities. Morning, and congrats. Mike, while I understand you'll have more detailed guidance out post close of the deal, I just really have a broad question about the new guidance set of the higher cash-free cash flow and shareholder return. I'm just wondering, do you consider more of this coming from the synergies or the potential efficiencies? And then also, would you anticipate potentially lower activity, maybe from the Bakken or somewhere, helping to drive this free cash flow and shareholder upside? Thank you. Yeah, no, you know, the free cash flow guidance really reflects underlying cash flow strength in the Chevron portfolio. We've got a slide there that shows how that is expected to grow. And then, the combination of the synergies and the continued introduction of these new FPSOs and development in Guyana are the big drivers of that. And so, you know, it's really what we're showing here is a combined program, and both companies have good free cash flow growth dynamics in place on their own. You put them together, you take the synergies, and it's even better. And so, you know, obviously, going forward, you're always looking at how do you improve your portfolio and improve the performance you can deliver. And I'm sure when we combine them, we will. But, don't take any of this to say we're looking to reduce activity in the Bakken or anywhere else. You know, the Bakken, the DJ, both, if you think about them, and as we've guided forward on the Permian, at some point in the shale business, as you reach scale where you've got economies and efficiencies, a flat production profile, with a real focus on execution and drilling and completions and midstream and moving to market, you can generate strong free cash flow out of these assets. And during the growth phase, you're putting a lot of that cash back into growing your production, which is what the whole industry did, you know, for most of the two thousands. And I think, you know, our goal is to generate cash flow out of these assets and duration. And you really can see that here, and we've got the technology upside that we talked about earlier. Thanks, Neal. That's very helpful. Thank you. We'll go next to Bob Brackett with Bernstein Research. Good morning. Congratulations, John and Mike. A question around the regulatory approvals, with kind of a focus on the U.S. and Guyana. Any milestones, anything to watch for, any key events? Well, obviously, you know, we're very mindful of the need for regulatory approval. This is purely an upstream production transaction, so there's no refining or marketing involved, which is oftentimes where we find ourselves with more of these kinds of questions. You know, in the global crude market, we're a small player. We're about, you know, our liquids are about 2% of global production, so we don't have a lot of basins. You know, the ones we're talking about today, Chevron's not in the Bakken, Chevron's not in Guyana or the Malaysia area. We've got, you know, position and Hess position in the Gulf of Mexico is about the only place where we both operate. So we don't see antitrust concerns here. We think this is good for the shareholders of both companies. It's also good for energy security. These are two great American companies that are coming together to make an even stronger American company at a time when energy security really matters. So we'll work closely with the antitrust authorities and satisfy their, you know, need for information, but really don't see anything here. Maybe, John, you can talk about Guyana and any regulatory approval process there. No, I believe that Guyana will be very supportive of Chevron stepping into our shoes in the joint venture. It'll make the two of the largest U.S. oil companies, multinational companies, investors in the country. It will strengthen the confidence in the country for foreign investment, and it'll strengthen the joint venture technically as well. So, we're very confident that the country of Guyana will be supportive of this transaction. Very clear. Thank you. We'll take our next question from Alastair Syme with Citi. Yeah, thanks. Mike, look, you know, I understand your point about shale needing to consolidate, but, you know, Guyana is perhaps half the value of this acquisition. And, you know, my perception is the operator has done a pretty good job through exploration and development to date. So I'm just wondering, you know, what you think about the value that Chevron can add to this key asset? Yeah, I would agree, Alastair, that, you know, all the partners have done a nice job in Guyana to date, and, you know, we're looking forward to joining that. And, you know, we work with Exxon around the world. We've got some big projects that we operate, where they're a partner, and they add great value through their technical and operating input and expertise. We've got other places where they operate, and we do the same. And in this case, you know, we obviously have a big deep water portfolio. We operate around the world in those kinds of assets, and we'll bring our greatest expertise and technical capabilities to bear in support of their work. They're doing a fantastic job, and so our hope is we can find ways to continue to support that. If there's anything we can do that helps to improve it, that's even better. But this is, you know, a development that has just been executed with excellence from everything that we've seen in diligence, and we intend to support it with all the capabilities that we have. Okay, thank you. Thanks, Alastair. We'll take our next question from Lucas Herrmann with Exane. Yeah, thanks very much. Afternoon, gentlemen. Mike, yeah, a question on the dividend and dividend growth, if I might. You've announced an increase to 8% today. Is that you're declaring a future intention around the pace of growth that you think is achievable from the enlarged organization, given the historic 6%? Any commentary around the thinking there? Thank you. Yeah. So in the first case, you know, over the last five years, our 6% compound annual growth rate is twice that of our nearest integrated peers. So, we've, through the pandemic, through the downturn, you know, we've remained very committed to steady dividend growth, predictable dividend growth, which is important to our shareholders. The 8% increase in the first quarter next year is subject to our board approval, so that's, you know, still an important point. But because we've, you know, just closed a cash flow, free cash flow accretive transaction with PDC, and we have great confidence in the long-term, free cash flow benefits of the transaction we're talking about today, we wanted to signal that confidence with, you know, the larger increase on the dividend and the step up in our share repurchase. Dividend decisions are the purview of the board. They're made each year based on a whole set of circumstances at the time, and so I don't want to, I don't want to get any further ahead of the board than I am with the announcement about the first quarter of next year. But you can read it as a sign of great confidence in the strength of this company as we combine, and that something as important as the dividends to us, it's our top financial priority and important to our shareholders, is not something that we're going... You You know, we're gonna prioritize that as we go forward. All right, thanks. And just quickly follow on to that. When will you be off market in terms of share buyback? Sorry for the benefits of an ignorant European investor. Yeah, I'll let you take that offline with Jake, and he can explain the rules on how that all works. Thanks, Lucas. All right. right. Mike, thanks very much. You bet. We'll go next to Betty Jiang with Barclays. Thank you. Good morning. Thank you for taking my question. Mike, Guyana clearly adds a premier low decline, conventional asset to the portfolio. Can you talk about what this deal does to your corporate decline rate? And with the asset sale program, what do you see as the optimal mix of short cycle and long cycle assets for Chevron's portfolio going forward? Thanks. Yeah, Betty, you know, I think the best thing is maybe when we come out with some new guidance on the combined company for us to talk about that. We've really mitigated our decline rates significantly over the last decade or so, as we've invested in a number of properties that have facility limitations and are not field limited. And so what was a kind of, I'll call it a high single digit underlying decline rate, is now in the low single digits. And, you're right, an asset like this further strengthens that. And, you know, the point I hope has come through here is the durability of our cash flows and production well out into the future, and I think this further strengthens it. And so we'll talk to you a little bit. Modeling decline and how you get into that is a little bit of a complicated thing, and I don't want to just do it off the cuff here. In terms of divestments, it's kind of the same thing. It's gonna be the assets that are good assets, but you know, within our portfolio, there are ones that may or may not really compete to be as funded with capital they would in somebody else's. And we'll do that work and share more guidance with that, you know, sometime next year after the transaction closes. Thanks, Betty. Thank you. We will take our final question from Kevin MacCurdy, with Pickering Energy Partners. Hey, good morning, and thanks for taking my question. I wanted to clarify your comment on a higher production growth pro forma. Is that comment just based on Hess's higher growth rate than Chevron, or is there any acceleration contemplated, post-close? Perhaps you could grow faster in the Bakken or the Gulf of Mexico than Hess had planned to. No, you know, we've guided to a 3% compound annual growth rate going forward. Obviously, with Guyana, Hess is growing at a faster rate than that. And so, just as you put the two of them together, you know, that combination is a higher number. So there's not another kind of hidden acceleration of something else sitting underneath that. It's really just the benefit of bringing these two companies together will take what was already a strong and very visible compound annual growth rate out over the next several years for our company, combine it with one that's even stronger, and that's where you get more, you get bigger, you get longer duration on all of that. Thanks, Kevin. Thank you, and congratulations. Thank you, Kevin. Thank you. I would like to thank everyone for your time today. We appreciate your interest in Chevron and your participation on today's call. Please stay safe and healthy. Katie, back to you. Thank you. This concludes Chevron's conference call. You may now disconnect.