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M&A Announcement

Feb 28, 2022

Operator

Good morning. My name is Christina, and I will be your conference facilitator today. Welcome to our conference call to discuss Chevron's acquisition of Renewable Energy Group. 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 touch-tone telephone. As a reminder, this conference call is being recorded. I would now turn the conference call over to the General Manager of Investor Relations of Chevron Corporation, Mr. Roderick Green. Please go ahead.

Roderick Green
General Manager of Investor Relations, Chevron

Thank you, Christina. Good morning, and welcome to this special call to announce an important proposed combination. I'm Roderick Green, General Manager of Investor Relations at Chevron, and with me today are Chevron's Chairman and CEO, Mike Wirth, Renewable Energy Group CEO, CJ Warner, and Pierre Breber, Chevron CFO. Before we get started, please be reminded that this presentation contains estimates, projections, and other forward-looking statements. Please review the cautionary statement and additional information legend on slide two. Now I'll turn it over to Mike.

Mike Wirth
Chairman and CEO, Chevron

Okay. Thanks, Roderick. I'm pleased to announce that Chevron has entered into a definitive agreement to acquire Renewable Energy Group, a strategic transaction that positions us to accelerate our plan to advance a lower carbon future. By combining REG's leading feedstock capabilities and growing renewable fuel production with Chevron's large manufacturing, distribution, and commercial marketing position, we can accelerate the profitable growth of renewable fuels more effectively than either of us could do on our own. The transaction is expected to be accretive to earnings per share in the first year after closing and accretive to free cash flow per share after the startup of REG's Geismar expansion. We estimate EBITDA of around $500 million-$600 million from REG's businesses in 2025. Merger synergies, mostly operational and financial, are estimated to be between $50 million and $100 million a year.

This is an all-cash transaction with a 30-day premium of around 57%. After the Geismar expansion, the estimated 2025 EBITDA acquisition multiple falls to around 5x. We expect the transaction to close in the second half of the year. I'm also very pleased that CJ Warner is expected to join Chevron's board of directors. CJ brings significant experience in both oil and gas and new energies. I look forward to working with her as we bring our two companies together, and in the years ahead as we aim to grow our business and continue to focus on higher returns, lower carbon. During our energy transition spotlight last fall, we laid out plans to grow our renewable fuels capacity to about 100,000 barrels per day. This transaction is expected to accelerate our progress towards that goal and much more.

REG is the country's leading biodiesel producer, operates the U.S.'s first renewable diesel facility, and has extensive pretreatment facilities to process lower cost waste-based feedstocks. With its history and heritage rooted in the Midwest, REG has developed deep relationships with feedstock suppliers, starting in the nation's heartland and then expanding globally. We believe REG's unique capabilities, combined with Chevron's advantaged assets and market positions, create a leading provider of lower carbon intensity fuels with strength across the value chain. The fuel's value chain always begins with feedstocks. Over 70% of REG's feedstocks are waste or second-used ones, like used cooking oil, distillers' corn oil, and tallow, enabled by its pretreatment facilities. Combined with our recently announced Bunge joint venture, we're increasing our capability to source reliable, cost-competitive feedstocks to meet our growing renewable fuel production capacity.

In manufacturing, REG brings a portfolio of biodiesel plants and a renewable diesel facility in Geismar, Louisiana, which has a major expansion underway expected to achieve full operations in 2024. These assets will be supplemented by capital-efficient conversions of process units across our refining system, such as the diesel hydrotreater in El Segundo, which is expected to have the capability to produce 10,000 barrels a day of renewable diesel by year-end. We complete the value chain with both companies' marketing efforts, underpinned by Chevron's leading West Coast brand and infrastructure in a market where these fuels deliver the strongest realizations, as well as REG's direct-to-end user marketing approach. The combination is expected to provide a capital-efficient, flexible, and growing renewable fuels business with balanced exposure across the value chain and leading capabilities at every step.

As one of the founders of the modern renewable fuels industry, REG has continued to innovate, partner, and grow to deliver value to all stakeholders. Its employees and culture are at the heart of its business. After closing, our renewable fuels business will be headquartered in Ames, Iowa, to preserve the expertise and relationships core to REG's success. Together, we expect to take the business to another level. I look forward to welcoming the REG family to Chevron, and let me now turn it over to REG CEO, CJ Warner.

CJ Warner
CEO, Renewable Energy Group

Thank you for the introduction, Mike. The roots of REG go back more than two decades, with humble beginnings at a farmer's cooperative in Ralston, Iowa.

Our history is one of innovation and at the outset parallels that of the biodiesel industry as a whole. When we made our first batch of biodiesel in 1996, the industry was still in its very early stages and largely using soybean oil as feedstock. Today, REG is the largest biodiesel producer by volume in the United States, owns and operates the very first renewable diesel plant in the U.S., and converts a wide variety of lower carbon intensity feedstocks to create lower carbon intensity fuel. Joining forces with a company with the size, scale and capabilities of Chevron will give us additional resources as we aim to accelerate growth and strengthen our collective ability to deliver the lower carbon intensity fuels our customers and the world need. As Mike highlighted, we believe there is strong cultural alignment between our organizations.

We share a focus on safety, integrity and operational excellence, and are both committed to helping build a lower carbon future. We're excited about the many opportunities REG will have as part of Chevron. Having strength across the renewable fuels value chain will allow Chevron to serve our customers even better than we do today. This transaction also delivers premium cash value to REG shareholders. I'm looking forward to the opportunity to join the board of directors of Chevron, working with Mike and the entire board to accelerate the use of renewable fuels as part of a transition to a lower carbon energy future. This transaction is a powerful endorsement of our people, the great company we've created, and the value we deliver every single day.

As we join the Chevron team, it's our people who will continue to drive success, and we look forward to doing it in strong collaboration across the system. Thanks, Mike, and back to you.

Mike Wirth
Chairman and CEO, Chevron

Okay, CJ, thank you. I wholeheartedly agree with everything CJ just said, and particularly the contribution of the people who have built this company from its very humble roots in the Midwest to being a national leader and a business that has in many ways innovated and led into a lower carbon future. We have huge respect for that and great excitement about bringing our people together. To sum this up, this acquisition is aligned with our financial priorities, and it positions us to accelerate our progress to deliver higher returns and lower carbon. As CJ said, and as I just reiterated, we're excited to bring this combination to life. Roderick, back to you for Q&A.

Roderick Green
General Manager of Investor Relations, Chevron

Thanks, Mike. That concludes our prepared remarks. We're now ready to take your questions. Please try to limit yourself to one question and one follow-up. We'll do our best to get all your questions answered. Christina, please open up the lines.

Operator

Thank you. If you have a question at this time, please press star one on your touch-tone telephone. You may ask one question and follow-up question. If your question have been answered or you wish to remove yourself from the queue, please press star two. If you're listening on a speaker phone, we ask you, please lift your headset before asking your question to provide optimum sound quality. Again, if you have a question, please press star one on your touchtone telephone. Our first question comes from Jeanine Wai with Barclays.

Jeanine Wai
Research Analyst, Barclays

Hi. Good morning, everyone. Thanks for taking our questions.

Mike Wirth
Chairman and CEO, Chevron

Good morning, Jeanine.

Jeanine Wai
Research Analyst, Barclays

Hi. Thanks for the time this morning. We appreciate the details in the presentation as well. For our first question, we are wondering, can you discuss your plans or the possibility to either upgrade or convert from biodiesel to renewable diesel?

Mike Wirth
Chairman and CEO, Chevron

Yeah, Jeanine. The way I would encourage you to think about this is building out a platform. Biodiesel has a place in the market today, and renewable diesel has a place and a growing place. This brings a set of feedstock capabilities and relationships, assets and market access that when combined with Chevron's and our plans to convert units inside refineries will give us the kind of ability to optimize the value chain to have balanced exposure across the value chain of a variety of feedstocks, which can ebb and flow in terms of which are the most attractive different manufacturing facilities, product streams, and then ultimately blending and marketing capabilities to optimize value.

In many ways it's very analogous to what we've historically done in our petroleum-based business, where you run a variety of feedstocks through a variety of facilities to make a range of products. We believe we can add value to the biodiesel stream, particularly, you know, in California, where through blending and uplift on the realizations we can capture more of that. This is not about necessarily converting the platform as much as growing the platform.

Pierre Breber
CFO, Chevron

Hey, Jeanine, it's Pierre. The only add I would have to Mike is a big portion of our synergies, our commercial synergies relate to exactly what Mike described, and part of that is uplifting biodiesel as part of an 80/20 blend and getting you know the credits in California and the added value from that.

Jeanine Wai
Research Analyst, Barclays

Okay, great. Thank you for all that detail. Maybe our follow-up question is a little bit more specific on the numbers. We're looking at slide four with your estimates. Can you share just anything behind the assumptions related to your EBITDA estimates, for example, anything on the LCFS price or the Biodiesel Blenders Tax Credit or anything on feedstock costs? Thank you.

Pierre Breber
CFO, Chevron

Yeah, Jeanine, you're right. The EBITDA is a number of factors. You've got the heating oil, the soybean oil, you know, sort of crack spread. You have RINs, LCFS, and then you have the feedstock relative to soybean oil. REG is a leader in the second use and waste products. All three of those are moving around right now. They operate in commodity markets that have cycles up and down. If you go through, LCFS credits are down a little bit. You know, feedstocks are a little more expensive right now. If you look through to what we would call mid-cycle and what's embedded in our 2025 EBITDA, there's lots of puts and takes, but it's something that's pretty close in total to what we saw last year.

Jeanine Wai
Research Analyst, Barclays

Great. Thank you.

Mike Wirth
Chairman and CEO, Chevron

Thank you, Jeanine.

Operator

We'll take our next question from Manav Gupta with Credit Suisse.

Manav Gupta
Equity Research Analyst, Credit Suisse

I would like to start by saying that, I've been covering REG for about two years. It's been an absolute pleasure. CJ always talked about building a world with lower carbon intensity fuels, and Chevron is committed to lower carbon projects, so I'm very glad you're getting together. I will miss covering REG, though. My question is for CJ. CJ, you always talked about building downstream integration at REG, directly reaching to end customers that would lower the splitting of credits, also allow you to sell more blended RD & BD projects. In Chevron, you're getting a lot more than that. Looking at the synergies of $50 million-$100 million, what's the upside to synergies here? We know Chevron, Noble synergies got doubled, so help us understand the upside here.

CJ Warner
CEO, Renewable Energy Group

Sure. Hi, Manav. It's great to hear from you, and thanks for your kind words. There are a variety of things that this partnership is going to enable us to unlock. Certainly, the ongoing blending and the access to the market is going to be a significant one. It's so much more than that because we can accelerate our growth of RD. We can actually accelerate our access to a wider variety of feedstocks. I would say, when you're looking at numbers like that, you need to think about it as extending all the way across the value chain because the combination really brings strength in almost every area or literally every area of the value chain.

Manav Gupta
Equity Research Analyst, Credit Suisse

Thank you for taking my question, CJ.

Mike Wirth
Chairman and CEO, Chevron

Manav, thank you, and thanks for the kind words. We intend to live up to your aspirations for us. Christina, we can go to the next question.

Operator

Yes. We'll take our next question from Neil Mehta with Goldman Sachs.

Neil Mehta
Managing Director, Goldman Sachs

Hey, congratulations, everyone. CJ, so great to hear from you, as well. The first question is for you, Mike, can you just put this in context of your broader energy transition ambitions? As you think about what you laid out at the energy transition day, we talked about, you know, $10 billion of investments over the course of the next decade. A lot of that was organic. Do you see there as an opportunity to create value through incremental M&A as well? Or is this a one-off with a unique opportunity? Any context around that would be great.

Mike Wirth
Chairman and CEO, Chevron

Sure, Neil. Yeah. I'll go back to what we laid out last year during our Energy Transition Spotlight. It was in the broadest terms, two large things. One, to reduce the carbon intensity of our existing business. Two, to grow new energy businesses to help customers reduce the carbon intensity of their portfolios. This obviously fits into that second category. There we indicated an intent to focus on renewable fuels, on hydrogen, carbon capture and storage, and then also a need to be prepared to invest in offsets and some other emerging technologies.

We indicated that would be a combination of organic and inorganic activity, and also that because of some of the challenges and lead times involved in things like carbon capture and storage and hydrogen, that it was quite likely we would see what is already a renewable fuels business that we're in today, albeit at small scale, that we might see that be the one where you begin to see some acceleration a little bit earlier than the other two. I create all that context to say this is really very consistent with what we outlined last September. We anticipated organic growth. As I said before, we have a number of projects that Mark has talked about in our refineries where we think there's very capital efficient opportunities to increase the flexibility to run different feedstocks.

When you combine that with this strong position that has been built by REG, which is really you know the leader in this space, we just think that the you know the lower carbon feedstock capabilities this manufacturing platform that we can now bring together and grow over time and the ability to pull through into the market. Again, I won't reiterate it, but I'll just say to optimize that entire value chain the way we have for decades optimized the hydrocarbon value chain creates the opportunity for increased commercial synergies, for strong returns, and for growth. This fits in, it's a large transaction relative to that $10 billion guidance. You're right, Neil.

You can think about this as having some pretreatment infrastructure and other things that perhaps wasn't necessarily what we envisioned, but maybe half of this would be clearly in the, you know, in the realm of what, you know, what we would have guided to, which was, you know, around $3 billion plus or minus, I think, on renewable fuels. We outlined some broad guidance for the others, which I'm sure will turn out not to be precisely accurate, but indicative in terms of the commitment over time. Sorry for the long answer, but I think it's gonna be a combination of organic and inorganic. This is probably on the larger end of what you'll see us do from the inorganic point of view.

Pierre Breber
CFO, Chevron

Hey, my only add, Neil. This is Pierre. The Bunge joint venture also, which we just signed, is another example of inorganic. Yeah, you'd think of it that way because we're buying into existing crushing plants.

Neil Mehta
Managing Director, Goldman Sachs

Yeah, and thanks, Pierre. The follow-up around that is your broader M&A strategy. I'm sure we're gonna talk about it in depth tomorrow, but I've always gotten the sense with, you know, you guys are countercyclical investors, and so with oil up here, I'm guessing M&A in upstream is something you're gonna be a little bit more skeptical of. Is it fair to say after the pullback in renewables, levered equities, that you're willing to be more offensive when it comes to renewable investment in organic M&A?

Mike Wirth
Chairman and CEO, Chevron

Yeah. You know, Neil, we're value-focused, and I think that's really how you ought to think about it. We're not necessarily, you know, market timers. You know, we're in a cyclical business, things go up, things come down. Sometimes when things are tough, you know, there's a little more opportunity to do deals. But really what we're looking for are deals that work for shareholders of both companies when you do a transaction that can create value over time. We'll talk more about kind of the broader, you know, kind of traditional industry M&A tomorrow, I'm certain.

Neil Mehta
Managing Director, Goldman Sachs

See you tomorrow. Thanks, Mike.

Mike Wirth
Chairman and CEO, Chevron

Okay. Thank you, Neil.

Operator

Our next question comes from Ryan Todd with Piper Sandler.

Ryan Todd
Managing Director and Senior Research Analyst, Piper Sandler

Good. Thanks. Yeah, good morning. How do you anticipate that REG's, you know, relationship and expertise, particularly on the feedstock side, will impact how you build out your biofuels business, particularly in legacy Chevron assets or plans? Will it impact at all the type of feedstocks or how you look to run the El Segundo conversion? And any just general comments on how you anticipate that it'll impact your ability to source advantaged feedstock?

Mike Wirth
Chairman and CEO, Chevron

Yeah. Ryan, so you're touching on what I think is one of the really powerful aspects of this combination. You know, I said in my prepared comments, but in the fuels business, securing feedstocks is absolutely critical to your success. That's acquiring high-quality feedstocks at good terms, consistently acquiring those and having the flexibility to move them into the right manufacturing, excuse me, facilities with the right logistics, et cetera. REG's been a leader in sourcing and aggregation of feedstock, particularly lower carbon intensity feedstocks and in some of these, you know, waste oils, used cooking oil, distillers corn oil, tallow, et cetera.

You know, no matter what your view is on how this evolves, in a growing market, access to those feedstocks will be critical. One of the reasons that we wanna headquarter our renewable fuels business in Ames is, much of this expertise resides in Ames. We want to be sure that we preserve the talent, you know, the IP, the synergy. That becomes kind of the epicenter for our renewable sourcing. As we bring the Bunge joint venture into existence, we would look for that also to largely be managed out of that Ames facility. We just think this is an area where REG has distinguished itself.

It's an area that we don't, to be completely blunt, we don't have deep expertise. We're, you know, been moving into these markets, but REG brings decades of experience and people that have relationships, insights, technical understanding that we simply don't have. We think that's a powerful aspect that underpins, you know, the value case here.

Ryan Todd
Managing Director and Senior Research Analyst, Piper Sandler

Thanks. Maybe one follow-up. I mean, at REG, growth beyond the ongoing Geismar expansion has always been likely. While at Chevron, there have clearly been plans to grow RD capacity over time as well. How does this combination impact the likelihood or location of future expansions? Are we more likely to see refinery conversions versus like El Segundo versus brownfield or greenfield expansions? CJ, good to talk to you again, but how does this combination impact how you view the various metrics and qualifications that you've often talked about that dictate kind of expansion geographies?

Mike Wirth
Chairman and CEO, Chevron

Maybe I'll put a quick front end on that, Ryan, and then hand it over to CJ I would say like other aspects of our business, we now will have a portfolio of assets and a portfolio of project opportunities to evaluate. Brownfield economics historically have been advantaged over greenfield economics. So if you've got a portfolio of assets, that's the place that you often begin looking, and that's what I would suggest is likely to be the case. Doesn't preclude greenfield investments at all, but it means we're gonna be disciplined in building out a system that has the strength to be a very durable business over time. CJ, I might hand it over to you to speak to Ryan's question about your historic perspective on these things.

CJ Warner
CEO, Renewable Energy Group

Thanks, Mike, and hi, Ryan. I would just parallel what Mike is saying. Actually, it's gonna be fun for us to work together and bring together the plans of both respective corporations, because there's a lot there for us to build on. Certainly refinery conversions are gonna be very attractive, and bringing REG together with Chevron, I think will enable us to figure out how to do those things with a wider variety of feedstocks than may typically be available. That'll help us make the assets even more advantaged. We also, as you know, Ryan, have been working on additional expansion possibilities, and so we're looking forward to bringing those together and then just optimizing our choices and continuing to build out but c ertainly the combination gives us a wider variety of optionality, which is always a great thing.

Ryan Todd
Managing Director and Senior Research Analyst, Piper Sandler

Thanks, and congrats everybody.

Mike Wirth
Chairman and CEO, Chevron

Thank you, Ryan.

Operator

We'll take our next question from Jason Gabelman with Cowen.

Jason Gabelman
Director and Equity Research Analyst, Cowen

Hey, morning, and congrats on the deal. I wanted to ask two questions, maybe one just on FTC approval process. It seems like second half 2022 close is maybe a bit longer than what we were expecting. Can you just discuss some of the considerations, including maybe West Coast market concentration and/or concentration within the biodiesel base or the biomass-based diesel business. I have a follow-up. Thanks.

Mike Wirth
Chairman and CEO, Chevron

Yeah. Jason, you know, we're basically just putting a window out there. We don't anticipate any concerns. In fact, unlike some other things we've done, this really isn't a consolidation among, you know, companies that do the same things. This is a combination of companies that largely do different things. I don't see any market concentration or other issues that should be a concern. That said, you know, we've got a regulatory process to go through and we simply provided a window that is, you know, wide enough to cover a variety of potential scenarios. We really don't have any underlying concerns that you should think about driving us towards the back end of that. We just don't know until we get into it.

Pierre Breber
CFO, Chevron

I mean, the front end is July first. That's only four months from now.

Jason Gabelman
Director and Equity Research Analyst, Cowen

Yep. Got it. Understood. Appreciate that color. The second question is just on thinking about a build versus buy for renewable diesel. I think the acquisition looks attractive from a multiple standpoint, but it seems like the industry is building out these projects at about half the per gallon cost of what you're acquiring REG at. Can you just discuss the rationale of going out and buying REG versus building facilities yourself and maybe potential limitations to building out within your portfolio that REG helps cover? Thanks.

Mike Wirth
Chairman and CEO, Chevron

Yeah. Look, we put value on both you know the renewable diesel side of this, but also the biodiesel side of the business. The other thing that may be harder you know when you're trying to unitize this to dollars per gallon of capacity it might be harder for you to work into that is I think what we were talking about earlier with Ryan on the operational expertise, the technical expertise, the feedstock sourcing expertise that you know that REG has. You can look at these things through a number of different lenses. I think you have to be careful not to mix apples and oranges here. You know low cost build out. I'll give you an example.

In our refineries, we can build out at a pretty low capital cost, but we also have a relatively narrower range of feedstock alternatives. With a greenfield project, you know, or a project like Geismar, you can create a wider aperture for feedstock. You've got some more capital up front, but then you've got a lot more flexibility over time, very similar to a you know, a deep conversion refinery versus a simple refinery. You know, a company with scale and commitment to one of these, you know, to a business like this ought to have a platform that enables you know, both. You've got feedstock flexibility, you've got efficiency, you've got scale. We view this as critical in bringing these together.

You know, if you and Roderick are offline, Roderick could take you through a little bit of, you know, how you can think about allocating, you know, this. You guys have to do that in your own models. I'd caution you not to oversimplify the value and the combination here. You know, we've put, you know, a what I'll call, I think a relatively modest range on synergies, which are not primarily cost synergies. There may be some things around interest expense or insurance or IT, whatever. The bigger opportunity here is in next generation feedstocks. It's in technology advancements, it's in optimization and market access. There's a lot of value that we expect to create above and beyond kind of you know more simple spreadsheet dollar per gallon kinds of metrics that you might look at in comparing one project versus another.

Pierre Breber
CFO, Chevron

Yeah. Just to put, I mean, if you capitalize those synergies in addition to the flexibility that Mike was talking about, I think you got to look at the capital costs, you know, after capitalizing the synergies which we hope to exceed delivery on.

Jason Gabelman
Director and Equity Research Analyst, Cowen

Great. Got it. Thanks for that color. Really helpful, and congrats again on the deal.

Mike Wirth
Chairman and CEO, Chevron

Okay, Jason. Thank you.

Operator

We'll go to our next question from Doug Leggate with Bank of America.

Doug Leggate
Managing Director and Head of Global Oil and Gas Equity Research, Bank of America

Thanks. Good morning, everybody. Thanks for taking my questions.

Mike Wirth
Chairman and CEO, Chevron

Morning, Doug.

Pierre Breber
CFO, Chevron

Morning.

Doug Leggate
Managing Director and Head of Global Oil and Gas Equity Research, Bank of America

Likewise, looking forward to seeing you tomorrow, guys. Fellas, you've talked a little bit about the multiple, but REG has a lot of NOLs, LCFS blender's tax credit are obviously you have to make assumptions there. Of course, ultimately there will be a cash taxpayer, I'm guessing over time. I'm curious what, how you see the value of the deal. I understand the strategy. I wanna understand the value of the deal 'cause frankly, we're having a tough time seeing this as meaningfully impacting positive NPV, if you like. What's your sustainable free cash flow? I guess is a simple answer or the simple question.

Pierre Breber
CFO, Chevron

Well, 5x EBITDA once Geismar is up at full operations, you know, is pretty clear value. The synergies obviously are driving value there. Free cash flow, I mean, after Geismar is completed, the capital requirements of the business are de minimis for a company like Chevron. It's very compelling financially in what it can contribute. You know, within the scope of our energy transition spotlight and the ambitions we talked about. We talked about $1 billion of cash from ops by 2030, and this puts us well on that pathway towards that.

Doug Leggate
Managing Director and Head of Global Oil and Gas Equity Research, Bank of America

Thanks, Pierre. Mike.

Pierre Breber
CFO, Chevron

Let me just address the tax. I mean, you know, the way NOLs work on transactions, there's limitations on what you're able to take each and every year. I wouldn't build in a lot. We talked about synergies being primarily commercial and some financial, and as Mike said, there's some interest cost savings that are included in insurance and things that are just the nature of a bigger company versus a smaller company. I wouldn't put in your model a lot of tax savings.

Doug Leggate
Managing Director and Head of Global Oil and Gas Equity Research, Bank of America

Okay. Thank you for that. We maybe take the specifics offline. My follow-up is on just the disproportionate scale of the deal is 1% of your market cap, and you've given up a board seat. I'm just wondering why give up so much board influence for this. Was that necessary to get the deal done? It just seems a little bit, you know, out of kilter with the scale of the deal to give up one-twelfth of your board.

Mike Wirth
Chairman and CEO, Chevron

Doug, I see it completely opposite. We are adding value at the board level with somebody who's got decades of experience in oil and gas, somebody who's got nearly a decade of leadership as a CEO of two different energy transition startups. We're not giving up, we're adding. Look, this is something that our board is excited about, it's. I'm excited about. You know, this was not something to make the deal go down. This is something that I wanted. I wanna see CJ in our boardroom, and I wanna have access to her experience and perspective and the lessons she's learned working around this industry for the last several decades. It'll make us a better company.

Doug Leggate
Managing Director and Head of Global Oil and Gas Equity Research, Bank of America

I appreciate your perspective, Mike. Thank you.

Operator

We'll go next to Phil Gresh with JP Morgan.

Phil Gresh
Managing Director and Senior Equity Research Analyst, JPMorgan

Hey, good morning. Just a follow-up, I guess, on the initial question around some of the EBITDA guidance items. Number one, is there an assumption that the BTC is still in place in 2025? And number two, in slide six, you talk about third-generation feedstock potential, and I was curious if that was something that you had anticipated it would be ready and implemented by 2025, or is that more of a longer-term initiative?

Pierre Breber
CFO, Chevron

We've taken a haircut on the Blenders Tax Credit. It's something that's been around, you know, for more than a decade. It's supposed to expire at the end of this year, and then we'll see if it gets extended. As you know, depending on whether it exists or what level it's at, you know, we'd expect markets to rebalance to compensate some for it. Yes, we're assuming some Blenders Tax Credit, but we've risked it. In terms of third generation or next generation feedstocks, we haven't, you know, we're not speculating on anything on the come. REG has extensive work in this space. We have work in this space. We're looking forward to combining our capabilities there.

The 500-600 EBITDA is, as I said to Janine's question, basically a set of assumptions. There's a number of them. I won't go through each individually, but collectively with puts and takes, gets us pretty close to where we've been, in the past year, and it's just based on existing acquired businesses, with the significant Geismar expansion fully up and running.

Phil Gresh
Managing Director and Senior Equity Research Analyst, JPMorgan

Got it. Okay.

Pierre Breber
CFO, Chevron

Synergies.

Phil Gresh
Managing Director and Senior Equity Research Analyst, JPMorgan

Go ahead.

Pierre Breber
CFO, Chevron

I should add, synergies are included. I mean, it's based on our model, so it's gonna have all the elements that we've talked to you about.

Phil Gresh
Managing Director and Senior Equity Research Analyst, JPMorgan

Yeah. I think the essence of the question was just that the $500 million-$600 million, whether you believe consensus or not, it's above consensus, even including those synergies. People are just trying to understand some of the moving pieces there. That's all.

Pierre Breber
CFO, Chevron

Well, hey, Phil. I mean, last time I looked, there was one estimate out that far. You know, a lot of analysts don't go out very far, so I wouldn't rely on. I'm not sure if one estimate can be a consensus. It's very in line with the historical performance of REG with a significant expansion on its way.

Phil Gresh
Managing Director and Senior Equity Research Analyst, JPMorgan

Yeah. Okay. Understood. Then just a final clarification, I guess. It sounds like the $3 billion of spending here for this acquisition is considered to be, you know, separate and distinct from the $10 billion of the organic spending. I'm just curious if with the $10 billion of the organic spending, does that shift those priorities at all in terms of the mix of that, you know? Would it move more away from renewable fuels into other things? Or just, you know, does it change, you know, the pattern that you're thinking of moving forward, Mike? And thanks.

Mike Wirth
Chairman and CEO, Chevron

Hey, Phil, if I left you with that impression, let me try to correct it here. The $10 billion was always intended to be a mix of organic and inorganic. You know, in a field like this where a lot of things are just being created, we are looking at other people who've got ideas, who are doing things in all the areas we've talked about, you know, and that would include hydrogen carbon capture in addition to renewable fuels. So, the $10 billion includes both. We had you know guided I think round numbers, $3 billion-ish on renewable fuels, $3 billion on carbon capture, I think $2 billion on hydrogen, $2 billion on offsets and others.

Those were, you know, broad contours of what to expect over several years with a lot of, you know, technology, market policy, development still to come. It was simply to give, you know, some kind of a broad shape to what we would expect to do. This clearly is a big step forward on renewable fuels, because an existing business today can drop right into, you know, value chains, can supply customers, and very compatible with our operations today.

As I said, you might wanna think about half of this as being part of that, and then maybe half of it because it's, you know, whether it's pretreatment or other areas that you'd say, "Well, is that really part of your renewable fuels value chain?" We might have some other things we've done. Bunge, you know, Pierre mentioned we announced that last week. But we're not gonna change the $10 billion number. We just put it out, you know, a couple of quarters ago, and it was a multi-year guide. Look, over time, as we learn more, as we evaluate more, you know, opportunities, we'll continue to give you color and detail and build this out and i f at some point that guidance needs to be refreshed, we'll do so.

Phil Gresh
Managing Director and Senior Equity Research Analyst, JPMorgan

Got it. Thanks for the clarification.

Mike Wirth
Chairman and CEO, Chevron

You bet, Phil.

Operator

We'll go to our next question from Sam Margolin with Wolfe Research.

Sam Margolin
Senior Equity Research Analyst, Wolfe Research

Hey, everybody. Thanks. Hope all is well. I cover both sides of this too, and I'm guilty of not having a 2025 estimate published.

Mike Wirth
Chairman and CEO, Chevron

Thanks. Thanks for confessing up, Sam.

Sam Margolin
Senior Equity Research Analyst, Wolfe Research

Yeah. Maybe next time. My question is about the Bunge JV, and I would love the perspective from both sides of this too, with CJ as well. You're bypassing the crush, which is taking a lot of rent right now. It stands to reason that as this industry gets more competitive, the crush might keep going higher, if that's one of the gating factors. Should we think about that as part of the synergies, or is that equity position you know, more of a hedge, if you will? Then for CJ, obviously, there was a lot of capital that Chevron put up to get into the JV outside the capabilities of a smaller company. Is that something that you think if REG had unlimited capital, would you have done something like that too? Thank you.

Mike Wirth
Chairman and CEO, Chevron

Okay. Let me try to start and then I'll hand over to CJ. Pierre might have some thoughts to add in here as well. Look, we're talking about building out a resilient, durable renewable fuels business. There are a variety of feedstocks, and there are different places along the value chain where rent can be captured. It's, again, not that different from our traditional business. We've got everything from light oil to heavy oil to other feedstocks that we can bring into a refinery and move it all the way through to market. They, you know, the margin moves along the value chain over time in these big commodity markets.

This is about building out a platform that has optionality, that has scale and capital efficiency, and that we can optimize as the crush may widen or may come in, as policy may incentivize different feedstocks or different kinds of market dynamics over time. We can't predict all of these things. What we can do is invest in capital-efficient capability that we believe over time provides an efficient, resilient model that if you can optimize across that entire value chain, you can extract strong returns. Whereas people who are more narrowly exposed, say to the soybean crush, they may enjoy periods of time where returns are very strong, but there may be other times in a cyclical business where they're quite the reverse.

We're not trying to uniquely capture one piece of that. We're really trying to build this balanced exposure across the value chain from feedstock to customer and be a strong operator, an efficient operator, a reliable high-quality operator, and a capital disciplined operator to capture value. I'll hand it over to CJ to, I guess, answer the speculative question, Sam, about what would have been the case had things turned out differently.

CJ Warner
CEO, Renewable Energy Group

Thanks, Mike and h ey, Sam. You know, what Mike is talking about, you've heard me talking about as well, which is the upside value of optimization and the differential value that an operator in this industry would have when there is optionality. An awful lot of the other participants really don't have much of that. We've basically gone exponential on that by creating the combination between Chevron and REG. Our optionality is going to go up. That's where the answer to your question lies, is this creates additional optionality with the Bunge JV on the vertical integration and additional feedstock selection. By having a larger system, we have more choice as to where to route those feeds and how to optimize the pathways as well as the margin capture for those feedstocks.

So y ou pulling it all together just creates additional upside and synergistic value, which is very exciting.

Sam Margolin
Senior Equity Research Analyst, Wolfe Research

Thank you so much.

Operator

We'll take our next question from Paul Sankey with Sankey Research.

Paul Sankey
Founder, President, and Lead Analyst, Sankey Research

Hi, everyone. Guys, just going back to this 25 multiple that we're all talking about, what are your assumptions? Are you assuming the biodiesel business is gonna be profitable in that 25 number? And also, could you talk a little bit about how you see the credit price, the Low Carbon Fuel Standard credit price in California by the time we get there? Thanks.

Pierre Breber
CFO, Chevron

Paul, we're not gonna give you our forecasts on all the different components that I've covered here a couple times already. As I said, there's puts and takes on them, and we assume kind of mid-cycle, and they balance out to something that's kind of per unit, pretty similar to what we saw last year. What was the first question? First part?

Paul Sankey
Founder, President, and Lead Analyst, Sankey Research

Do you think the biodiesel is gonna be profitable?

Pierre Breber
CFO, Chevron

Oh, biodiesel. Yeah. Look, the biodiesel margins are obviously thinner. We know that. Again, part of the synergies we've talked about is how we can upgrade more biodiesel in the RD 80/20 blend. You can think of, you know, the majority of the EBITDA coming primarily from RD or what RD enables for biodiesel. Thanks, Paul.

Paul Sankey
Founder, President, and Lead Analyst, Sankey Research

All right. I look forward to seeing you tomorrow. Thanks.

Pierre Breber
CFO, Chevron

See you tomorrow.

Mike Wirth
Chairman and CEO, Chevron

Thanks, Paul.

Operator

Our last question comes from Roger Read with Wells Fargo.

Roger Read
Senior Energy Analyst, Wells Fargo

Hey, good morning. Last, hopefully not least. Just really, I guess a couple questions to clarify some of the things that have been said on here. It sounds like a lot of this is sort of tech related, Mike, and help me out, maybe a little on beefing that up. And then the second question I have, and this was going back, and I do not follow Renewable Energy Group, but I did attend the October 20 presentation. It always stuck in my mind. Slide 63 had an idea of all the feedstock that was available versus the feedstock that was likely to be used in the sort of near to medium term. There's an awful lot of feedstock available.

Yet on the call, the discussion has been, you know, we need access to advantaged feedstock. I would just maybe it's for you, Mike, or maybe it's for CJ, just how do you see this sort of world of significant feedstock, yet world of advantaged feedstock you want, and maybe how REG helps bridge that gap?

Mike Wirth
Chairman and CEO, Chevron

Okay. Well, Roger, look, we did save the best for last. I am not familiar with slide 63 of the presentation, but let me try to give you a couple of thoughts. One on you asked about technology. Look, this is technology enabled business. You know, sometimes it seems to me like people oversimplify what it can take in order to do many things in our industry. To assemble feedstocks from the diverse sources that REG does today and manufacture a product that meets exacting quality standards, that performs in a variety of engines and does so reliably and consistently takes a lot of technology.

Number two, the technology for advanced feedstocks is something that in this space has been, you know, being worked, whether you're talking about in universities, national labs, agribusinesses, for quite some time. I think there's still, like so many other aspects of our, you know, economy today, technology can change the equation. There's a lot of smart people working on ways to add value here, and I'm an optimist that we're gonna see breakthroughs that continue to make this a stronger business. When you talk about all the feedstock in the world, I mean, I guess, you know, I'll draw an analogy. There's an enormous amount of hydrocarbon in the world, in theory.

Actually unlocking that hydrocarbon, getting it into the right refinery at the right price with the right logistics and into the marketplace is no simple thing. When you're talking about bio-based feedstocks, the planet's a big place. There's a lot of things that grow. There's a lot of sources of waste materials in theory. In practice, you've got to have the right feedstocks in the right place at the right time with the right quality specifications, logistics, economics, HSE, and everything else that goes with it. You know, these hypothetically abundant resources in any part of the global economy, in practice, they have to be translated through a complex system into value-adding product. That takes a lot of hard work.

The final thing I would say is, you know, I think a lot of people tend to look at these products today, and they think of diesel going into California. It's maybe the easiest place because you've got the Low Carbon Fuel Standard on top of the RFS. Our marine customers are looking for solutions. Our aviation customers are looking for solutions. Our rail customers are looking for solutions. These are big segments of the economy. These are big consumers of energy. Particularly when you're talking marine and rail, these are big consumers of distillate product today that are not easily electrified. This is a market that can continue to grow as large entities have made their own low carbon energy transition type commitments on emission reductions.

We intend to work across, you know, along the value chain, all the way out to these end use customers to find a way to help them achieve their goals. CJ, you might have a better familiarity with slide 63 from the deck that Roger's referring to than I do.

CJ Warner
CEO, Renewable Energy Group

Yeah. Thanks, Mike. I just wanna first build on what you just said about the marine and rail markets and biodiesel because, with the larger, slower moving, high power engines of marine and rail, biodiesel is actually a preferred molecule over renewable diesel, especially in marine. This is an emerging market where that sector is just starting to decarbonize. It's definitely an additional outlet for customers to watch for biodiesel demand. Going back to the bigger question and the slide that Roger's referring to, I think, Mike, you articulated it very well, and it is striking how the analogies between the petroleum world and the bio oil world are strong. It is true, there is an abundance, we believe, of bio oils out there.

How you get access to them, how you process them, what sort of pathways you're going to be able to assign to them are all part of the equation. So there are some feedstocks that are advantaged for some operators but not for others. It's definitely all about the configuration of your conversion system, the compatibilities of the different feeds that you're processing, and the markets to which you're serving.

Mike Wirth
Chairman and CEO, Chevron

Okay. CJ, thank you. I believe Roger was the last person in the question queue. Look, I wanna thank everybody for dialing in. I realize that this isn't what you had planned to do with your Monday morning, but we're really pleased to have a chance to share this with you. I know many, if not most of you that phoned in will be attending our Investor Day tomorrow, many of you in person, some perhaps virtually. We look forward to talking to you tomorrow more about this. Mark will be, you know, here as part of that discussion tomorrow and can go much deeper. He and CJ have been already talking about how we're gonna work together to deliver the performance we've been talking about.

Of course, we'll have other things to discuss tomorrow. CJ, thank you for joining us. Christina, thank you for facilitating the call. Everybody, stay safe and have a good day.

CJ Warner
CEO, Renewable Energy Group

Thank you all. Take care.

Mike Wirth
Chairman and CEO, Chevron

Bye-bye.

Operator

This concludes the conference call. You may now disconnect.

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