1993
============================================================================
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-K

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended DECEMBER 31, 1993

                                     OR

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

            For the transition period from             to  
                                           -----------    -----------
                       Commission File Number 1-368-2
                                              -------

                             CHEVRON CORPORATION

           (Exact name of registrant as specified in its charter)

                                             225 Bush Street,
    Delaware            94-0890210      San Francisco, California   94104
- ----------------  --------------------- ------------------------- -----------
 (State or other     (I.R.S. Employer     (Address of principal   (Zip Code)
 jurisdiction of  Identification Number)    executive offices)
incorporation or
  organization)

      Registrant's telephone number, including area code (415) 894-7700

          Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
          Title of Each Class                         on Which Registered
- ---------------------------------------------   -----------------------------
Common stock par value $3.00 per share          New York Stock Exchange, Inc.
Preferred stock purchase rights                 Midwest Stock Exchange
                                                Pacific Stock Exchange

Sinking fund debentures:     9-3/8%, due 2016   New York Stock Exchange, Inc.

Securities guaranteed by Chevron Corporation:
  Chevron Capital U.S.A. Inc.
    Sinking fund debentures: 9-3/4%, due 2017   New York Stock Exchange, Inc.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X   No
                                                   -----   -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

      Aggregate market value of the voting stock held by nonaffiliates
                            of the Registrant
                As of February 28, 1994 - $28,168 million

           Number of Shares of Common Stock outstanding as of
                   February 28, 1994 - 325,825,185

                 DOCUMENTS INCORPORATED BY REFERENCE
                   (To The Extent Indicated Herein)

Notice of Annual Meeting and Proxy Statement
Dated March 25, 1994 (in Part III)

=============================================================================


                             TABLE OF CONTENTS
                                                                PAGE
                                                    -------------------------
ITEM                                                YEAR 1993  MARCH 25, 1994
- ----                                                FORM 10-K    PROXY STMT.
                                                    ---------  --------------
                                   PART I

 1. Business . . . . . . . . . . . . . . . . . . . .     1            -
     (a) General Development of Business   . . . . .     1            -
     (b) Industry Segment and Geographic
         Area Information  . . . . . . . . . . . . .     4            -
     (c) Description of Business and Properties  . .     4            -
          Capital and Exploratory Expenditures . . .     5            -
          Petroleum - Exploration  . . . . . . . . .     6            -
          Petroleum - Oil and Natural Gas Production     9            -
            Production Levels  . . . . . . . . . . .     9            -
            Development Activities . . . . . . . . .    10            -
          Petroleum - Natural Gas Liquids  . . . . .    15            -
          Petroleum - Reserves and
          Contract Obligations . . . . . . . . . . .    16            -
          Petroleum - Refining . . . . . . . . . . .    16            -
          Petroleum - Refined Products Marketing . .    18            -
          Petroleum - Transportation . . . . . . . .    19            -
          Chemicals  . . . . . . . . . . . . . . . .    21            -
          Coal and Other Minerals  . . . . . . . . .    22            -
          Real Estate  . . . . . . . . . . . . . . .    22            -
          Research and Environmental Protection  . .    23            -
 2. Properties . . . . . . . . . . . . . . . . . . .    25            -
 3. Legal Proceedings  . . . . . . . . . . . . . . .    25            -
 4. Submission of Matters to a Vote of
    Security Holders . . . . . . . . . . . . . . . .    28            -
    Executive Officers of the Registrant . . . . . .    28            -

                                  PART II

 5. Market for the Registrant's Common Equity
    and Related Stockholder Matters  . . . . . . . .    30            -
 6. Selected Financial Data  . . . . . . . . . . . .    30            -
 7. Management's Discussion and Analysis of Financial
    Condition and Results of Operations  . . . . . .    30            -
 8. Financial Statements . . . . . . . . . . . . . .    30            -
 8. Supplementary Data - Quarterly Results . . . . .    30            -
    Supplementary Data - Oil and
                         Gas Producing Activities  .    30            -
 9. Changes in and Disagreements with Accountants
    on Accounting and Financial Disclosure . . . . .    30            -

                                 PART III

10. Directors and Executive Officers
    of the Registrant  . . . . . . . . . . . . . . .    30           4-6
11. Executive Compensation . . . . . . . . . . . . .    30          15-17
12. Security Ownership of Certain Beneficial Owners
    and Management . . . . . . . . . . . . . . . . .    30           2-3
13. Certain Relationships and Related Transactions .    30            -

                                 PART IV

14. Exhibits, Financial Statement Schedules,
    and Reports on Form 8-K  . . . . . . . . . . . .    31            -


                                    PART I

ITEM 1. BUSINESS

  (a) GENERAL DEVELOPMENT OF BUSINESS

SUMMARY DESCRIPTION OF CHEVRON
- ------------------------------
Chevron Corporation (1), a Delaware corporation, is a major international oil
company. It provides administrative, financial and management support for,
and manages its investments in, domestic and foreign subsidiaries and
affiliates, which engage in fully integrated petroleum operations, chemical
operations, real estate development and other mineral and energy related
activities in the United States and approximately 100 other countries.
Petroleum operations consist of exploring for, developing and producing crude
oil and natural gas; transporting crude oil, natural gas and petroleum
products by pipelines, marine vessels and motor equipment; refining crude oil
into finished petroleum products; and marketing crude oil, natural gas and the
many products derived from petroleum. Chemical operations include the
manufacture and marketing of a wide range of chemicals for industrial uses.

Incorporated in Delaware in 1926 as Standard Oil Company of California, the
company adopted the name Chevron Corporation in 1984. Domestic integrated
petroleum operations are conducted primarily through three divisions of the
company's wholly owned Chevron U.S.A. Inc. subsidiary. Exploration and
production operations in the United States are carried out through Chevron
U.S.A. Production Company. U.S. refining and marketing activities are
performed by Chevron U.S.A. Products Company. Warren Petroleum Company
engages in all phases of the domestic natural gas liquids business. A list
of the company's major subsidiaries is presented on page 40 of this Annual
Report on Form 10-K. As of December 31, 1993, Chevron had 47,576 employees,
78 percent of whom were employed in U.S. operations.


OVERVIEW OF PETROLEUM INDUSTRY
- ------------------------------
Petroleum industry operations and profitability are influenced by a large
number of factors, over some of which individual oil and gas companies have
little control. Governmental attitudes and policies, particularly in the
areas of taxation, energy and the environment, have a significant impact on
petroleum activities, regulating where and how companies conduct their
operations and formulate their products and, in some cases, limiting their
profits directly. Prices for crude oil and natural gas, petroleum products
and petrochemicals are determined by supply and demand for these commodities.
OPEC member countries are the world's swing producers of crude oil and their
production levels are the primary driver in determining worldwide supply.
Demand for crude oil and its products is largely driven by the health of
local, national and worldwide economies, although weather patterns and
taxation relative to other energy sources also play a significant part.
Natural gas is generally produced and consumed on a country or regional
basis. Its largest use is for electrical generation, where it competes with
other energy fuels.

CURRENT OPERATING ENVIRONMENT
- -----------------------------
Crude oil prices rose slightly in the first quarter of 1993 and remained
steady through the second quarter before trending downward for the remainder
of the year. The decline was particularly prominent during the last two
months of 1993, with prices reaching their lowest level in five years by year
end. The weak global economy has dampened the demand for petroleum and
petroleum related products. Increased production from non-OPEC countries,
particularly from the North Sea, and OPEC's failure to adjust their
production levels accordingly has further exacerbated the decline in crude
oil prices. Partially mitigating the effects of

- ------------------
(1)  As used in this report, the term "Chevron" and such terms as "the
     company," "the corporation," "our," "we," and "us" may refer to Chevron
     Corporation, one or more of its consolidated subsidiaries, or to all of
     them taken as a whole, but unless the context clearly indicates
     otherwise, should not be read to include "affiliates" of Chevron
     (those companies owned approximately 50 percent or less).

     As used in this report, the term "Caltex" may refer to the Caltex Group
     of companies, any one company of the group, any of their consolidated
     subsidiaries, or to all of them taken as a whole and also includes the
     "affiliates" of Caltex.

     All of these terms are used for convenience only, and are not intended
     as a precise description of any of the separate companies, each of which
     manages its own affairs.

                                     - 1 -



lower crude oil prices were higher natural gas prices. Unseasonable weather
patterns, low gas storage levels, the loss of three nuclear power plants in
the Southeast for a portion of the year, and the environmentally preferred
attributes of natural gas all contributed to the stronger natural gas prices.
In the United States, the Henry Hub, Louisiana spot price for natural gas, a
common benchmark for natural gas prices, averaged $2.21 per thousand cubic
feet (MCF) in 1993, an increase of $.41 per MCF over 1992. Strong refined
product prices, which did not decline as rapidly as crude oil prices, also
helped to dampen the effects of lower crude oil prices. However, product
prices in the United States fell late in the year and have remained low into
1994. If both crude oil and refined product prices continue at their low
levels, the company's earnings and cash flow from ongoing operations may be
negatively affected. Widely fluctuating prices have become characteristic of
the petroleum industry for the past several years.

Chevron's average realization from U.S. crude oil production declined from
$16.50 per barrel in 1992 to $14.58 per barrel in 1993 while average liquids
realizations from international liftings, including equity affiliates,
declined by $1.84 per barrel to $16.09 per barrel. Average U.S. natural gas
realizations from production increased to $1.99 per MCF in 1993 from $1.70
per MCF in 1992.

The following table compares the high, low and average company posted prices
for West Texas Intermediate (WTI), an industry benchmark light crude oil, for
each of the quarters during 1993 and for the full years of 1993, 1992, and
1991:

- ----------------------------------------------------------------------

                     WEST TEXAS INTERMEDIATE CRUDE OIL
                           CHEVRON POSTED PRICES
                           (Dollars per Barrel)

                         1993
         -------------------------------------
         1st Q   2nd Q   3rd Q   4th Q    Year    1992    1991
         -----   -----   -----   -----   -----   -----   -----
High     20.25   19.75   18.00   18.00   20.25   21.75   29.50
Low      17.50   18.00   16.00   13.00   13.00   16.50   16.75
Average  19.09   19.10   17.01   15.58   17.68   19.71   20.20
- ----------------------------------------------------------------------

For the first two months of 1994, average natural gas realizations for the
company's U.S. operations were $2.14 per MCF. During this period, the
company's posted price for WTI ranged from $13.00 per barrel to $15.00 with
an average of $13.86. On March 21, 1994, the company's posted price for WTI
was $14.25 per barrel.

CHEVRON STRATEGIC DIRECTION
- ---------------------------
To improve financial performance and to compete more effectively, Chevron
developed and began implementing seven "strategic intents" in 1992. These are
to:

- -  SHIFT EXPLORATION AND PRODUCTION EMPHASIS TO INTERNATIONAL OPPORTUNITIES.
   The company believes opportunities to discover and develop major new
   reserves in the United States are limited due to regulatory barriers and
   drilling prohibitions on many of the most promising areas of development.
   In 1993, 68 percent of the exploration and production capital spending,
   including affiliates, was allocated to international operations. In 1994,
   that number is expected to increase to 75 percent. As recently as 1990,
   U.S. exploration and production capital spending was approximately 50
   percent of the total. As an important example of this new emphasis, in
   April 1993, the company entered into a joint venture agreement with the
   Republic of Kazakhstan to develop the massive Tengiz oil field in that
   country.

                                     - 2 -



- -  GENERATE $1 BILLION IN CASH ANNUALLY FROM U.S. EXPLORATION AND PRODUCTION
   OPERATIONS. Chevron is emphasizing a steady cash flow from a core group of
   approximately 400 oil and gas fields concentrated in California, Texas,
   the Rocky Mountains and the Gulf of Mexico. In 1993, net cash flow after
   capital and exploratory expenditures for U.S. exploration and production
   operations was more than $1.2 billion. Lower operating expenses and an
   improved natural gas market helped to mitigate the effects of lower crude
   oil prices. If crude oil prices do not rebound, this goal may be difficult
   to achieve in 1994.

- -  RESHAPE THE U.S. REFINING AND MARKETING COMPANY INTO A TOP COMPETITOR.
   Chevron is currently the leading U.S. marketer of refined products and has
   the largest refining capacity in the nation. The company is seeking to
   strengthen its competitive position by investing in core refineries,
   reducing the size of its refining system and concentrating on specific
   marketing regions. Major projects are continuing at the company's Richmond
   and El Segundo, California refineries in order to produce reformulated
   fuels to meet the January 1995 emission requirements of the Clean Air Act
   Amendments of 1990 and the 1996 requirements of the California Air
   Resources Board. The company expects to complete the sale of its
   Philadelphia, Pennsylvania and Port Arthur, Texas refineries in 1994,
   thereby reducing its refining capacity about 25 percent.

- -  GROW CALTEX IN ATTRACTIVE MARKETS. Management believes that the demand for
   petroleum products will continue to grow in the Asia Pacific region and
   Chevron's 50 percent owned Caltex affiliate, a leading competitor in these
   areas, has made significant capital investments to expand and upgrade its
   refining capacity. Refinery upgrade projects are currently underway in
   Singapore and Korea, as well as the construction of a new refinery in
   Thailand.

- -  EXPLOIT COMPETITIVE STRENGTHS IN CHEMICALS. The petrochemical industry is
   highly cyclical. In order to improve its competitive position, the company
   is concentrating on areas of the petrochemical business in which it holds
   a competitive advantage, such as in its proprietary Aromax (R) process used
   to produce high value benzene from low value by-products of the oil
   refining process. The first Aromax (R) plant in the U.S., located at the
   company's Pascagoula, Mississippi, refinery, was completed in 1993. The
   company also announced, in January 1994, a cost reduction plan intended to
   reduce annual operating expense by approximately $100 million by 1996. An
   integral part of the plan is to divest or close non-core assets and
   sharpen the company's focus on the remaining core businesses.

- -  BE SELECTIVE IN NON-CORE BUSINESSES. In 1993, Chevron continued to dispose
   of marginally performing or non-strategic assets, including various oil
   and gas properties located in the United States and Indonesia. The company
   also divested its ORTHO lawn and garden products business, retail
   marketing operations in Guatemala, Nicaragua and El Salvador, certain
   undeveloped coal properties in the U.S., and its Vinwood Cellars Winery in
   California. Properties currently for sale include the company's 52.5
   percent interest in some zinc-lead prospects in Ireland, refineries
   located in Philadelphia, Pennsylvania and Port Arthur, Texas, and the
   company's headquarters building located in San Francisco, California.

- -  FOCUS ON REDUCING COSTS ACROSS ALL ACTIVITIES. Chevron undertook an
   extensive cost-cutting and work force reduction program in early 1992.
   These efforts, in combination with the company's continuing program to
   dispose of non-core or underperforming assets, reduced 1993 operating
   costs, adjusted for special items, by approximately 5 percent or 40 cents
   a barrel from 1992 levels. When compared to the base year of 1991, ongoing
   operating, selling and administrative expenses have dropped by 11 percent,
   or 94 cents a barrel. To remain competitive, the company's management has
   set a number of new goals, including a new cost-reduction target of an
   additional 25 cents a barrel by the end of 1994.

In 1993, the company established a new "strategic intent:"

- -  BUILD A COMMITTED TEAM TO ACCOMPLISH THE CORPORATE MISSION. The company
   believes the success of the other seven strategic intents is dependent on
   the commitment and dedication that Chevron employees bring to their jobs.
   In a 1992 employee survey and a 1993 update, Chevron measured employee


                                     - 3 -



   commitment using a model that assesses employee's willingness to expend
   discretionary effort on the job, combined with how strongly they feel the
   company deserves that effort.  The surveys highlighted employee concerns
   on issues that the company is addressing.  Due, in part, to the results
   of the survey, the company has initiated a number of work and family
   programs to help employees improve their productivity and commitment,
   such as flexible schedules, part-time work, job sharing and various leave
   programs.  The company also presented commemorative wristwatches to its
   employees and a one time cash bonus equal to 5 percent of their annual
   salaries in appreciation for their efforts in meeting the company's five
   year goal, established in 1989, to be number one in stockholders' return
   among five peer U.S. oil companies.  In February 1994, the company took
   delivery of a new vessel, the Chevron Employee Pride, named in honor of
   its worldwide workforce.

     (b) INDUSTRY SEGMENT AND GEOGRAPHIC AREA INFORMATION

The company's primary business is its integrated petroleum operations.
Secondary operations include chemicals and minerals.  The petroleum
activities of the company are widely distributed geographically, with major
operations in the United States, Australia, United Kingdom, Canada, Nigeria,
Angola, Papua New Guinea, China, Indonesia and Zaire. The company's Caltex
affiliate, through its subsidiaries and affiliates, conducts exploration and
production operations in Indonesia and refining and marketing activities in
the Eastern Hemisphere, with major operations in Japan, Korea, Australia, the
Philippines, Thailand and South Africa.  Tengizchevroil (TCO), a 50/50 joint
venture with a subsidiary of the national oil company of the Republic of
Kazakhstan conducts production activities in Kazakhstan, a former Soviet
republic.

The company's and its affiliates' chemicals operations are concentrated in
the United States, but include operating facilities in France, Japan and
Brazil. The company's and its affiliates' principal minerals activities
include both coal and platinum and palladium operations in the United States.

Tabulations setting forth three years' identifiable assets, operating income,
sales and other operating revenues for the company's three industry segments,
by United States and International geographic areas, may be found in Note 9
to the Consolidated Financial Statements beginning on page FS-22 of this
Annual Report on Form 10-K.

      (c) DESCRIPTION OF BUSINESS AND PROPERTIES

The petroleum industry is highly competitive in the United States and
throughout most of the world.  This industry also competes with other
industries in supplying the energy needs of various types of consumers.

The company's operations can be affected significantly by changing economic,
regulatory and political environments in the various countries, including the
United States, in which it operates.  The company evaluates the economic and
political risk of initiating, maintaining or expanding operations in any
geographical area.

In the United States, environmental regulations and federal, state and local
actions and policies concerning economic development, energy and taxation
may have a significant effect on the company's operations.

Internationally, the company is monitoring closely the civil unrest in Angola
and the political uncertainty in Nigeria and Zaire and the possible threat
these may pose to the company's oil and gas exploration and production
operations and the safety of the company's employees located in those
countries.

The company attempts to avoid unnecessary involvement in partisan politics
in the communities in which it operates but participates in the political
process to safeguard its assets and to ensure that the community benefits
from its operations and remains receptive to its continued presence.

                                    - 4 -



    CAPITAL AND EXPLORATORY EXPENDITURES

Chevron's capital and exploratory expenditures during 1993 and 1992 are
summarized in the following table:

            -------------------------------------------------------

                     CAPITAL AND EXPLORATORY EXPENDITURES
                             (Millions of Dollars)
                                                      1993    1992
                                                     ------  ------
            Exploration and Production               $2,217  $2,097
            Refining, Marketing and Transportation    1,166   1,263
            Chemicals                                   224     251
            Coal and Other Minerals                      42      79
            All Others                                   90     112
                                                     ------  ------
            Total Consolidated Companies              3,739   3,802
            Equity in Affiliates                        701     621
                                                     ------  ------
            Total Including Affiliates               $4,440  $4,423
                                                     ======  ======
            -------------------------------------------------------

Total consolidated expenditures in 1993 were essentially flat when compared
to 1992, declining less than 2 percent between periods.  An increase in
exploration and production (E&P) expenditures of $120 million was more than
offset by lower expenditures in the company's other operations.

Exploration and production expenditures amounted to 59 percent of the
company's consolidated expenditures, a 4 percent increase over 1992 levels.
The increase was due solely to increased expenditures in international E&P as
U.S. E&P expenditures continued to decline, down 4 percentage points to 34
percent of consolidated E&P expenditures in 1993.  This decrease reflects
the continued shift in the company's emphasis from U.S. exploration and
production activities to international opportunities.  Major international
E&P expenditures in 1993 included development of the Alba Field in the U.K.
North Sea, the North West Shelf Project in Australia, the Hibernia Project
offshore Newfoundland, the Duri steamflood project in Indonesia, Areas B and
C in Angola and the Tengiz project in Kazakhstan.  Refining, marketing and
transportation outlays in 1993 included expenditures for upgrading U.S.
refineries to produce fuels, such as low aromatics and ultra low sulfur
diesel fuel and reformulated gasoline, to comply with current and future
federal, state and local air quality regulations.

In 1994, the company expects to spend approximately $4.9 billion, including
its share of equity affiliates' expenditures, an increase of approximately 11
percent over 1993 levels.  Equity affiliate spending, primarily Caltex
expenditures in the high growth Pacific Rim areas, account for this increase
as consolidated expenditures in 1994 are expected to remain flat at $3.7
billion.  E&P expenditures are expected to total $2.4 billion, of which
approximately 75 percent will be for international projects such as the
continued development of the Hibernia Field, expansion of the North West
Shelf Project, enhanced recovery projects in Indonesia, the Tengiz project
in Kazakhstan, and other development projects in West Africa.  Refining,
marketing and transportation expenditures are estimated at $2.1 billion,
with U.S. expenditures of about $1 billion, including continued upgrades to
U.S. refineries to produce reformulated gasoline in order to comply with the
Clean Air Act Amendments of 1990 and California Air Resources Board
regulations.

The actual expenditures for 1994 will depend on various conditions affecting
the company's operations and may differ significantly from the company's
forecast.  If low oil prices persist, expenditures, particularly for
exploration and production, may be lower than forecast.  Significant
expenditures are expected over the next few years at the company's
manufacturing facilities to comply with federal, state and local
environmental regulations and to enable these facilities to produce cleaner
fuels for industrial and consumer use.

                                  - 5 -



    PETROLEUM - EXPLORATION

The following table summarizes the company's net interests in productive
and dry exploratory wells completed in each of the last three years and the
number of exploratory wells drilling at December 31, 1993. "Exploratory
wells" include delineation wells, which are wells drilled to find a new
reservoir in a field previously found to be productive of oil or gas in
another reservoir or to extend a known reservoir beyond the proved area.
"Wells drilling" include wells temporarily suspended.

- -----------------------------------------------------------------------------
                        EXPLORATORY WELL ACTIVITY

                                               NET WELLS COMPLETED (1)
                  WELLS DRILLING      ---------------------------------------
                    AT 12/31/93           1993         1992          1991
                -------------------   -----------   ----------    -----------
                GROSS (2)   NET (2)   PROD.  DRY    PROD.  DRY    PROD.  DRY
                ---------   -------   ----   ----   ----   ----   ----   ----
United States       37         33      32     14     42     16     39     25
                ---------   -------   ----   ----   ----   ----   ----   ----

Canada              13         11      27     26     10      -     24     21
Africa              13          5       3      4      3      3      2      5
Other
  International     35         10       -      9      5      4      1      5
                ---------   -------   ----   ----   ----   ----   ----   ----
Total
  International     61         26      30     39     18      7     27     31
                ---------   -------   ----   ----   ----   ----   ----   ----
Total
  Consolidated
    Companies       98         59      62     53     60     23     66     56
Equity in
  Affiliate          -          -       1      1      1      -      1      1
                ---------   -------   ----   ----   ----   ----   ----   ----
Total Including
  Affiliates        98         59      63     54     61     23     67     57
                =========   =======   ====   ====   ====   ====   ====   ====

(1)  Indicates the number of wells completed during the year regardless of
     when drilling was initiated. Completion refers to the installation of
     permanent equipment for the production of oil or gas or, in the case of
     a dry well, the reporting of abandonment to the appropriate agency.
(2)  Gross wells include the total number of wells in which the company has
     an interest. Net wells are the sum of the company's fractional interests
     in gross wells.
- -----------------------------------------------------------------------------

At December 31, 1993, the company owned or had under lease or similar agree-
ments undeveloped and developed oil and gas properties located throughout
the world. Undeveloped acreage includes undeveloped proved acreage. The geo-
graphical distribution of the company's acreage is shown in the next table.

- -----------------------------------------------------------------------------
                         ACREAGE* AT DECEMBER 31, 1993
                             (Thousands of Acres)
                                                                DEVELOPED
                         UNDEVELOPED          DEVELOPED      AND UNDEVELOPED
                       ----------------    --------------   ----------------
                        GROSS      NET     GROSS     NET     GROSS      NET
                       -------   ------    -----    -----   -------   ------
United States            3,994    3,123    4,626    2,841     8,620    5,964
                       -------   ------    -----    -----   -------   ------
Canada                  18,213   10,374      528      383    18,741   10,757
Africa                  17,147   12,726      135       53    17,282   12,779
Asia                    54,297   23,944       61       21    54,358   23,965
Europe                   3,231    1,195       58       11     3,289    1,206
Other International      9,656    3,257       57       16     9,713    3,273
                       -------   ------    -----    -----   -------   ------
Total International    102,544   51,496      839      484   103,383   51,980
                       -------   ------    -----    -----   -------   ------
Total Consolidated
  Companies            106,538   54,619    5,465    3,325   112,003   57,944
Equity in Affiliates     3,202    1,601      233      116     3,435    1,717
                       -------   ------    -----    -----   -------   ------
Total Including
  Affiliates           109,740   56,220    5,698    3,441   115,438   59,661
                       =======   ======    =====    =====   =======   ======

* Gross acreage includes the total number of acres in all tracts in which
  the company has an interest. Net acreage is the sum of the company's
  fractional interests in gross acreage.
- -----------------------------------------------------------------------------
                                     - 6 -



The company had $222 million of suspended exploratory wells included in
properties, plant and equipment at year-end 1993.  The wells are suspended
pending drilling of additional wells to determine if commercially
producible quantities of oil or gas reserves are present.  The ultimate
disposition of these well costs is dependent on the results of this future
activity.

During 1993, the company explored for oil and gas in the United States and
about 21 other countries.  The company's 1993 exploratory expenditures,
including affiliated companies' expenditures but excluding unproved
property acquisitions, were $533 million compared with $547 million in
1992, a 3 percent decrease.  Domestic expenditures represented approximately
34 percent of the consolidated companies' worldwide exploration
expenditures, essentially unchanged from the prior year.  Significant
activities in Chevron's exploration program during 1993 include the
following (number of wells are on a "gross" basis):

UNITED STATES: Domestic exploratory expenditures, excluding unproved
property acquisitions, were $183 million in 1993, compared to $189 million
spent in 1992.  In addition, the company incurred costs of $11 million for
unproved property acquisitions in 1993.  The company continued to focus its
1993 exploratory efforts in the Gulf of Mexico and in other areas where it
has existing production.  Fifteen exploratory wells were initiated in 1993.
Seven of these exploratory wells were completed in 1993, resulting in two
discoveries located in the Houston Salt Basin and in the Gulf of Mexico.
Plans to spud a well in the Norphlet Trend prospect in Destin Dome 97,
located in the Gulf of Mexico, were deferred until March 1994 due to delays
in the permit process.

Exploration efforts in high-potential areas, including Alaska's Arctic
National Wildlife Refuge (ANWR) and parts of offshore Florida, California
and North Carolina have been blocked by legal restrictions and drilling
moratoria.

Chevron and other oil companies have sued the Department of Interior to
recover bonus payments, lease rentals and certain geophysical costs for
federal offshore leases that remain undrilled due to state, federal, and
private objections to drilling.  The company is seeking to recover
approximately $126 million, plus interest, spent on leases off Florida,
North Carolina and Alaska.

AFRICA: In Africa, the company spent $104 million during 1993 on
exploratory efforts, excluding the acquisition of unproved properties,
compared with $108 million in 1992.  The company also acquired $9 million of
unproved properties in 1993.  In Nigeria, the company drilled six
exploratory and appraisal wells in 1993, with all six either having proved
reserves assigned or assignment deferred pending further exploration or
evaluation work.  The company also acquired 3-D seismic data covering
Nigerian acreage of 1,410 square kilometers in 1993 and separately entered
into a farm-in arrangement for the exploration of three offshore
concessions.  In Angola, the company is the operator of a 7,000 square
kilometer concession off the coast of Angola's Cabinda exclave.  The
concession is divided into Areas A, B, and C, with Area A generating all
current production.  One successful exploration well was drilled in Area A
during 1993 resulting in the discovery of the Numbi South East field which
was brought on stream in 1993 by linking it to the existing Numbi Field
facilities.  Two exploratory wells were drilled in Areas B and C and a third
was drilled at the end of the year.  These resulted in the discovery of the
M'Bili Field in Area C and a non-commercial accumulation in Area B.  The
third well was tested in Area B as a discovery well, N'Sangui, in January
1994.  Options for the development of M'Bili are currently being evaluated.
The current Exploration Period for Areas B and C was to expire at the end
of February 1994 with a provision to fulfill all obligations by the end of
August 1994.  The company has requested an extension of the Exploration
Period.  Under the existing agreement, two exploratory wells will be drilled
in Areas B and C in 1994.  An additional well may be drilled if the
extension is granted.  Chevron (operator) and its partners are currently
negotiating a Production Sharing Agreement for the recently awarded
Deepwater Block 14, located due west of Areas B and C.  The agreement is
expected to be completed and signed in 1994.  In the Congo, a regional 3-D
survey was acquired in 1993 covering the southern part of the Marine VII
Block which includes both the Kitina and Kitina South discoveries, as well
as several additional exploration prospects.  In Namibia, the company has
been conducting a detailed seismic evaluation of the offshore Namibia Block
2815, where Chevron is the operator.  In 1993, Chevron farmed-out a portion
of its interest in the concession, reducing its share from 60 percent to 40
percent.
                                    - 7 -



OTHER INTERNATIONAL INCLUDING AFFILIATED COMPANIES: Exploration
expenditures, excluding unproved property acquisitions, were $246 million
in 1993, a decrease of $4 million from the 1992 amount of $250 million.  In
addition, unproved properties of $430 million, primarily related to the
company's investment in Tengizchevroil (TCO), were acquired in 1993.

In the North Sea, Chevron participated in four wildcat wells in the U.K.
sector in 1993.  A discovery was made in the Paleocene Parliament prospect,
to the northeast of Alba and Britannia, thereby establishing area
potential.  During the U.K.'s 14th licensing round, the company was awarded
operatorship of four blocks in the coastal waters to the west of Britain.

In Canada, exploration efforts in 1993 continued to be concentrated in the
western part of the country.  A total of 23 wildcat wells were drilled in
1993 which reflected an increase in drilling activity as a share of total
exploratory expenditures.

In Indonesia, Chevron and its partners drilled nine exploratory wells in
1993, three of which resulted in oil discoveries.

In Australia, Chevron and its partners in West Australia Petroleum Pty.,
Ltd. (WAPET) participated in the drilling of the North West Shelf
exploration well West Dixon-1, which proved unsuccessful.  A preliminary
interpretation of the Gorgon 3-D seismic survey was completed in 1993 and
WAPET has approved the exploratory drilling for gas of North Gorgon-2 in
1994.  WAPET also acquired a 519,000 acre block north of Gorgon in 1993.  The
new permit, WA-253-P, will be issued to WAPET in early 1994.

In Papua New Guinea, the government has agreed to grant Chevron and its
partners an extension of its exploratory license.  The extension
significantly extends the time remaining for exploration of a large area of
the Papuan Fold and Thrust Belt. Exploration efforts continue to be
concentrated near the Kutubu project facilities and export system.  The Gobe
4X well was drilled before year-end at a location approximately 15
kilometers northwest of the SE Gobe field, resulting in an additional oil
and gas discovery on this 40 kilometer-long anticline.

In China, Chevron was awarded sole interest in Block 33/08 in the East
China Sea in December.  Seismic studies are planned for the second quarter
1994 to determine the optimum location for exploratory drilling.  All
exploration and drilling activities will be coordinated from Chevron's
newly-opened Shanghai office.  The HZ/32-4-1 exploratory well in the Pearl
River Mouth Basin of the South China Sea was abandoned as a dry hole in
1993.

Other areas where exploration activities occurred in 1993 include Bolivia
where the first exploratory well (Cuevo West) was completed in March 1994
as a dry hole, Trinidad and Tobago where the first of four exploratory
wells (Rocky Palace #1) was spudded in late 1993, Colombia where evaluation
of the Rio Blanco Block in the Llanos foothills continued in 1993 with the
acquisition of a seismic program, Yemen where the exploratory well Al Harsh
#1 was unsuccessful, and Azerbaijan where Chevron and the State Oil Company
of the Azerbaijan Republic (SOCAR) signed an agreement to jointly study oil
and gas reserve potential in the southern third of the Caspian Sea.

                                   - 8 -



    PETROLEUM - OIL AND NATURAL GAS PRODUCTION

The following table summarizes the company's and its affiliate's 1993 net
production of crude oil, natural gas liquids and natural gas.

- -----------------------------------------------------------------------------
  1993 NET PRODUCTION* OF CRUDE OIL AND NATURAL GAS LIQUIDS AND NATURAL GAS

                                  CRUDE OIL &           NATURAL GAS
                              NATURAL GAS LIQUIDS      (THOUSANDS OF
                               (BARRELS PER DAY)    CUBIC FEET PER DAY)
                               -----------------    -------------------
         United States
          -California               130,330               139,110
          -Gulf of Mexico           127,500             1,134,910
          -Texas                     73,420               403,620
          -Louisiana                  5,790                30,060
          -Wyoming                   10,610               155,120
          -Colorado                  16,560                     -
          -New Mexico                 8,630                94,720
          -Other States              21,380                98,460
                                    -------             ---------
         Total United States        394,220             2,056,000
                                    -------             ---------

         Africa                     217,600                     -
         Canada                      49,510               217,650
         United Kingdom (North Sea)  49,430                27,670
         Indonesia                   31,730                 1,050
         Australia                   17,780               163,580
         Papua New Guinea            31,040                     -
         China                        8,200                     -
         Other International          7,750                 6,110
                                    -------             ---------
         Total International        413,040               416,060
                                    -------             ---------
         Total Consolidated
           Companies                807,260             2,472,060
                                    -------             ---------
         Equity in Affiliates       142,890                53,370
                                    -------             ---------
         Total Including
           Affiliates               950,150             2,525,430
                                    =======             =========
         * Net production excludes royalties owned by others.
- -----------------------------------------------------------------------------

PRODUCTION LEVELS:

In 1993, net crude oil and natural gas liquids production, including
affiliates, increased by about one percent to 950,150 barrels per day from
943,940 barrels per day in 1992. Production increases were noted in Papua
New Guinea due to full year production and additional wells being brought
on stream in 1993 from the Kutubu project, in Kazakhstan due to the startup
of a new joint venture partnership in April 1993, and in Indonesia due to
production increases as the result of application of enhanced recovery
methods in certain fields. These production increases were partially offset
by production declines in the United States due to divestments of producing
properties in 1992 and normal field declines.

Net production of natural gas, including affiliates, declined 250,920
thousand cubic feet per day, or 9 percent, in 1993 from 1992. The decrease
was primarily due to normal field declines and 1992 divestitures of
producing properties in the United States and the Netherlands. The decline
was partially offset by production from the startup of the company's new
joint venture in Kazakhstan.

In the United States, natural gas producers have traditionally sold their
production to pipeline companies, who in turn distribute the product to
their customers. As a result of FERC Order 636, producers now can sell
directly to customers and provide many of the services previously provided
by the pipeline companies. Chevron has concentrated its natural gas
marketing efforts on the longer term contract market. These customers,
which include local distribution companies and industrials, require premium
bearing services and marketing arrangements that Chevron can fulfill. The
company's sales to these customers have risen significantly, while sales to
pipeline companies have correspondingly declined.

                                   - 9 -



Data on the company's average sales price per unit of oil and gas
produced, as well as the average production cost per unit for 1993, 1992
and 1991 are reported in Table III on pages FS-32 to FS-33 of this Annual
Report on Form 10-K. The following table summarizes the company's and its
affiliates' gross and net productive wells at year-end 1993.

- -----------------------------------------------------------------------------

             PRODUCTIVE OIL AND GAS WELLS AT DECEMBER 31, 1993

                                         PRODUCTIVE (1)      PRODUCTIVE (1)
                                           OIL WELLS           GAS WELLS
                                      ------------------  -------------------
                                      GROSS (2)   NET(2)  GROSS (2)   NET (2)
                                      ---------   ------  ---------   -------
     United States                       27,155   12,460      3,164     1,569
                                      ---------   ------  ---------   -------
     Canada                               2,042    1,017        330       146
     Africa                                 830      320          4         2
     United Kingdom (North Sea)             180       24          -         -
     Other International                    968      350         54        15
                                      ---------   ------  ---------   -------
     Total International                  4,020    1,711        388       163
                                      ---------   ------  ---------   -------
     Total Consolidated Companies        31,175   14,171      3,552     1,732

     Equity in Affiliates                 4,311    2,156         28        14

     Total Including Affiliates          35,486   16,327      3,580     1,746
                                      =========   ======  =========   =======
     Multiple completion wells
       included above:                      388      183         20        14

(1)  Includes wells producing or capable of producing. Wells that produce
     both oil and gas are classified as oil wells.
(2)  Gross wells include the total number of wells in which the company has
     an interest. Net wells are the sum of the company's fractional interests
     in gross wells.

- -----------------------------------------------------------------------------

DEVELOPMENT ACTIVITIES:

The company's development expenditures, including affiliated companies but
excluding proved property acquisitions, were $1,451 million in 1993 and
$1,525 million in 1992.

The table below summarizes the company's net interest in productive and
dry development wells completed in each of the past three years and the
status of the company's developmental wells drilling at December 31, 1993.
(A "development well" is a well drilled within the proved area of an oil or
gas reservoir to the depth of a stratigraphic horizon known to be
productive. "Wells drilling" include wells temporarily suspended.)

- -----------------------------------------------------------------------------

                        DEVELOPMENT WELL ACTIVITY

                                               NET WELLS COMPLETED (1)
                  WELLS DRILLING      --------------------------------------
                    AT 12/31/93           1993         1992          1991
                -------------------   -----------   ----------   -----------
                GROSS (2)   NET (2)   PROD.   DRY   PROD.  DRY   PROD.   DRY
                ---------   -------   ----    ----  ----   ----  ----    ----
United States       97         80      293     11    217     5    445      6 
                ---------   -------   ----    ----  ----   ----  ----    ----
Canada              14         12       41     12     45     4     66      5
Africa               6          2       10      -     10     1     13      1
Other
  International     51         16       16      -     10     -     17      1
                ---------   -------   ----    ----  ----   ----  ----    ----
Total
  International     71         30       67     12     65     5     96      7
                ---------   -------   ----    ----  ----   ----  ----    ----
Total
  Consolidated
  Companies        168        110      360     23    282    10    541     13

Equity in
  Affiliates        45         22       93      -    159     5    171     10
                ---------   -------   ----    ----  ----   ----  ----    ----
Total Including
  Affiliates       213        132      453     23    441    15    712     23
                =========   =======   ====    ====  ====   ====  ====    ====

(1)  Indicates the number of wells completed during the year regardless of
     when drilling was initiated. Completion refers to the installation of
     permanent equipment for the production of oil or gas or, in the case of
     a dry well, the reporting of abandonment to the appropriate agency.
(2)  Gross wells include the total number of wells in which the company has
     an interest. Net wells are the sum of the company's fractional interests
     in gross wells.
- -----------------------------------------------------------------------------
                                    - 10 -



Significant 1993 development activities include the following:

UNITED STATES: Chevron's U.S. development expenditures were $475 million
in 1993, a decrease of $8 million from the 1992 figure of $483 million.
Additions to proved reserves during 1993 from extensions, discoveries and
improved recovery, before revisions, were 98 million barrels of crude oil
and natural gas liquids and 356 billion cubic feet of natural gas.

The development of the San Joaquin Valley diatomite reserves in California
continued in 1993.  Forty one new wells were drilled and 45 older wells were
reworked using reservoir fracturing techniques.  A four year water injection
project, initiated in 1992, to sustain reservoir pressure and further boost
production continued into its second year with the drilling of 42 injection
wells and the conversion of 18 producing wells to injection.  The
combination of reservoir fracturing and water injection is expected to
increase both the production rate and the amount of oil ultimately
recoverable from this resource.

Production in the Point Arguello project, offshore California, averaged
74,000 barrels of oil per day in 1993.  Chevron owns approximately 25
percent of the project and operates two offshore platforms (Hermosa and
Hidalgo), the onshore Gaviota oil and gas plant and the interconnecting
pipelines.  A workover and drilling program, designed to add proved reserves
and abate the decline in production rate, commenced in August 1993 on the
two offshore platforms.  Five workovers and two new wells, improving
Chevron's lease production by 4,300 barrels of oil per day, were completed
in 1993.  Three additional wells are planned to be drilled in 1994.  Chevron
and its partners began double-hulled tankering to Los Angeles of some
250,000 barrels of oil three to four times per month from the field's
processing plant at Gaviota in August 1993 under an agreement with the
California Coastal Commission.  Previously, production was limited to
approximately 60,000 barrels per day or 70 percent of full capacity of
85,000 barrels per day due to limited onshore pipeline capacity.  Fourth
quarter production averaged 80,700 barrels per day.  The terms of the permit
granted by the California Coastal Commission allowed tankering to continue
until January 1, 1996 but required suspension of tankering from February 1,
1994 until such time that Chevron and its partners sign an agreement with a
pipeline developer that the developer could use to finance construction of
a new line.  In late January 1994, Chevron approached the California Coastal
Commission to permit short-term tankering beyond February 1 due to damage
to a key crude oil pipeline system to Los Angeles caused by the Northridge
earthquake.  The request was not acted upon by January 31 and short-term
tankering was subsequently suspended on February 1.  Although production was
initially maintained by routing to alternate markets, the shortage of
adequate transportation facilities has subsequently resulted in reduced
production.  In March 1994, the company announced that an agreement had been
reached on building a new 130 mile pipeline in Southern California that
would carry Point Arguello oil production to Los Angeles.  The company
anticipates construction on the Pacific Pipeline will commence in early 1995
and be operational in early 1996.  Pending the construction of this new
pipeline, the company is seeking to resume limited tanker shipments through
1995.

Natural gas production from Garden Banks Block 191 in the Gulf of Mexico
started in late 1993.  Daily production should reach 150 million cubic feet
per day during the first quarter of 1994.  During 1994, six additional wells
will be drilled under simultaneous drilling and production operations.
Chevron is the operator and holds a 50 percent interest in this block.

In the Gulf of Mexico's Norphlet Trend, which stretches some 80 miles from
the Destin Dome area (offshore Florida) to the Mobile Block 861 area
(offshore Mississippi), two wells, Mobile Block 861 #8 (Chevron 50 percent
interest) and Mobile Block 917 #2 (Chevron 91.3 percent interest), were
completed and tested in 1993.  Production from 861 #8, which tested at 57
million cubic feet per day (total), commenced in February 1994 while
production from 917 #2, which tested at 46 million cubic feet per day
(total), will commence in 1995.  The company and its partners are currently
drilling or planning to drill additional exploratory wells in Mobile Blocks
863, 864, and 916 and Destin Dome 97 in 1994.

A new platform was installed in Chevron's wholly owned Main Pass 299 Field
in July 1993.  Ten development wells are planned with three wells having
been completed and placed in production in December 1993.  Production is
expected to peak at 3,000 barrels per day late in 1994.

                                    - 11 -



Chevron continued to aggressively develop "tight gas" (gas which is
produced from a tight, low-permeability formation) in the Laredo, Texas
area. In 1993, twenty-five wells were drilled with twenty-three successes,
adding net proved reserves of 70 billion cubic feet of gas. Production
averaged 135 million cubic feet of gas per day in 1993. The S. Uribe No. 11
well was completed in 1993 with a sustained flow rate of 23 million cubic
feet of gas per day.

AFRICA: Developmental expenditures in Africa were $239 million in 1993,
compared to $189 million in 1992. Additions to proved reserves were 105
million barrels of crude oil and natural gas liquids. In Angola, where
Chevron's equity interest is 39 percent, ten development wells were added
in Area A fields in 1993. In order to sustain production, six existing
wells in Area A were reworked and three offshore processing platforms in
the Malongo and Takula Fields were revamped and modernized in 1993.
Production from the N'Sano Field, discovered in 1992, was tied back to
existing Takula facilities. A new production platform to fully develop
N'Sano reserves is under construction for installation later this year.
Areas B and C continued to be the major focus of development programs in
1993. The first phase of development in these areas involves the
installation of two integrated drilling and production platforms in the
Kokongo Field. The East Kokongo platform will also be the hub for future
phases of development for Areas B and C. A thirty-eight mile pipeline
linking the platforms to onshore terminal facilities was completed in the
fourth quarter of 1993. Platform construction will be completed in Brazil
and delivered to Angola with oil production scheduled to begin in late
1994. The second phase of development is scheduled for the Sanha and N'Dola
fields and will consist of two production platforms and related pipelines
and facilities for which contracts were awarded in 1993. Commencement of
work has been delayed by partner financing issues. Preliminary development
plans for the third phase involving development of the Nemba and Lomba
fields have been submitted for governmental approval.

In Nigeria, Chevron is operator and has a 40 percent interest in
concessions totalling 2.3 million acres in onshore and offshore regions in
the Niger Delta. Producing facilities for three new fields, Opuekeba, Idama
and Inda, were completed and the fields came on stream during the second
half of 1993. Combined production from these new fields, along with
production from the Belma and Belma North unitized field development which
began in October 1993, is expected to add 60,000 barrels per day to the
total production capacity in 1994. Upgrade construction work on two
production platforms, Tapa and Delta South, were completed in 1993. This is
the beginning of a multi-year program which will include all existing
platforms in order to extend the useful life of these facilities and also
enhance safety and environmental performance. Work on the Escravos Gas
Project, Phase I, continued in 1993. This first phase will utilize gas that
is currently being flared in the Okan and Mefa fields. The project will
include offshore gas compression facilities, an onshore Liquified Petroleum
Gas (LPG) extraction plant, and a floating LPG storage unit anchored
offshore. The project will sell gas under a long term contract to the
Nigerian Gas Company in addition to producing approximately fifteen
thousand barrels per day of hydrocarbon liquids for export. The project is
scheduled for start-up in 1997. At year-end, discussions were underway on
the assignment of Chevron as the developer of a West African Gas Pipeline
which would deliver gas to Ghana via Benin and Togo. The company has an
additional subsidiary in Nigeria that holds a 20 percent interest in five
offshore oil fields operated by another partner.

In Zaire, where the company has a 50 percent interest in a 390 square mile
concession off the coast, development and exploration activities resumed in
1993 as political unrest subsided. Two developmental wells and four well
workovers in the Mibale, Motoba and Libwa fields were completed in 1993.

In the Congo, where Chevron has a 29.3 percent interest, the 1991 Kitina
discovery in the offshore Marine VII Block was successfully delineated with
a second appraisal well. Engineering studies are currently underway to
determine the optimal development and reservoir management plan for this
field.

OTHER INTERNATIONAL INCLUDING AFFILIATED COMPANIES: Development
expenditures in 1993 were $737 million compared to $853 million in 1992.
Additions to proved reserves from extensions, discoveries and improved

                                   - 12 -



recoveries were 66 million barrels of crude oil and natural gas liquids
and 46 billion cubic feet of natural gas. Additions to proved reserves from
acquisitions were approximately 1.1 billion barrels of crude oil and
natural gas liquids and 1.5 trillion cubic feet of natural gas.

In the United Kingdom, the company has interests in over 50 blocks on the
U.K. Continental Shelf which totals approximately 1.7 million gross acres.
Chevron held interests, varying from 4.9 to 33.3 percent, in five producing
fields in the North Sea during 1993. A sixth field, Alba, started
production in January 1994. At the Ninian Field in the U.K. North Sea,
Chevron increased its interest by 6.5 percent to 23.6 percent in December
1993. Chevron and its partners began processing third party oil and gas in
1992 using available processing capacity at the Ninian facilities. The
Ninian partners receive tariffs for processing and exporting the production
from three subsea produced satellite fields - Staffa, Lyell and Strathspey.
Staffa production was brought on stream in 1992, followed by production
from Lyell (Chevron owns a 33.3 percent interest) in March 1993 and
Strathspey in December 1993. Lyell production peaked at 31,000 barrels per
day and has stabilized at a daily average of 19,000 barrels per day.
Strathspey production is currently averaging 17,000 barrels per day, with
an expected peak of 41,000 barrels per day. In 1993, Chevron and its
partners announced a commercial framework for bringing on future satellite
fields through Ninian. Direct drilling from Ninian Northern platform into
the first of four potential satellite prospects began in December. At the
Alba Field in the North Sea, development of the first phase of that project
was successfully completed with the installation and hook-up of the Alba
Northern platform and the Alba floating storage unit (FSU) in November.
Initial production, expected to peak at 70,000 barrels per day later this
year, began in January 1994 after the FSU was fully commissioned. Work also
began in 1993 on plans for the second phase of Alba which will develop the
southern area of the reservoir. The Alba Field, in which Chevron has a 33
percent interest, is estimated to contain up to 400 million barrels of
recoverable reserves. At the Britannia Field in the North Sea, a 3-D
seismic survey was completed in 1992 and analyzed in 1993 as a guide for
field mapping and development drilling. Delineation drilling results and
technical studies indicate that approximately two and one-half trillion
cubic feet of gas, 175 million barrels of condensate and up to 30 million
barrels of crude oil will be recoverable, with Chevron's share equating to
approximately 30 percent. Preliminary facility engineering studies are
nearing completion and a firm decision on development options and
commercial arrangements is expected in 1994.

In Canada, the company continues to concentrate its development efforts in
six core producing areas in Alberta and one in Manitoba where operating
efficiencies and lower operating costs can be realized using existing
infrastructure.

Chevron increased its ownership in the Hibernia Field, located
approximately 200 miles offshore Newfoundland, by 5 percent to about 27
percent in January 1993 after one of the four original project partners
withdrew. In 1993, construction on the project continued with the awarding
of the supermodule fabrication contracts, the pouring of the base slab for
the Gravity Base Structure, and the completion of supermodule and hook-up
engineering. Hibernia investment is projected to be about $200 million in
1994, an increase of $54 million over 1993 levels. Initial production is
scheduled for 1997. The company's capitalized investment in this project
was $375 million at year-end 1993.

In Indonesia, Chevron's interests in 14 contract areas are managed by its
50 percent owned P.T. Caltex Pacific Indonesia and Amoseas Indonesia
affiliates. The Duri Steamflood project, begun in 1985 to assist the
difficult production process for the relatively heavy, waxy Duri crude, is
being completed in 12 stages (Areas 1-12). Development of Area 7 is
currently underway. More than three billion additional barrels of oil are
expected to be recovered from the Duri Field as a result of steamflooding.
Total production at Duri averaged 247,000 barrels per day in 1993 and is
expected to peak at just over 300,000 barrels per day by the late 1990s. A
waterflood project involving 21 fields in Central Sumatra, including the
Minas field, continued in 1993. Water injection at Minas was initiated in
December 1993 as part of the conversion of the peripheral waterflood to a
pattern waterflood which is designed to improve oil recovery. Chevron sold
its 17.5 percent share in the South Natuna Sea Block B effective January 1,
1994. Chevron's net share of production from this block averaged
approximately 11,300 barrels of oil and natural gas liquids per day in
1993.

                                    - 13 -



In Kazakhstan, the company formed a 50/50 joint venture with
Tengizmunaigaz, a subsidiary of Kazakhstanmunaigaz - the national oil
company of the Republic of Kazakhstan, to develop the Tengiz and Korolev
oil fields on the northeast coast of the Caspian Sea. This joint venture
affiliate, Tengizchevroil (TCO), began operations in April 1993, adding net
proved reserves to Chevron of 1.1 billion barrels of crude oil and natural
gas liquids and 1.5 trillion cubic feet of natural gas. Current production
has averaged about 30,000 barrels per day, which is approximately 46
percent of the rated crude oil production capacity of 65,000 barrels per
day. Production is restricted by limited treatment and transportation
facilities currently available to TCO to bring the oil to world markets.
Tengiz crude oil production is currently exchanged for Russian crude which
is then exported from Russia to world markets. Natural gas, natural gas
liquids and sulfur are being sold into local markets. Over the next three
to five years, plans call for TCO to spend about $1.5 billion on expanding
production capacity and infrastructure. Current capacity is expected to
double to 130,000 barrels per day by 1995 and could reach 260,000 barrels
per day by the late 1990s. The pace of field development from 130,000 to
260,000 barrels per day is predicated on the construction of an export
pipeline system capable of handling the full production from the fields.
Negotiations to agree on terms for a pipeline project, which would be
separate from the TCO joint venture's Tengiz development project, have
proved to be very difficult, and it is currently impossible to predict
the eventual outcome or its impact on the joint venture.

In Australia, the Goodwyn Field, being developed as part of the North West
Shelf Project in which Chevron holds a one-sixth interest, is scheduled to
start production in 1994. Completion of the offshore platform, originally
scheduled for 1993, was delayed due to repair work on the piles. Upon
completion of the repair work, in first quarter 1994, the topside modules
will be installed and commissioned. Production will flow by a 30 inch
diameter pipeline to the nearby North Rankin platform and then by trunkline
to shore. The participants in the North West Shelf Project approved, in
1993, the development of the Wanaea Field, the Cossack Field, and an LPG
extraction and export project. Combined initial production from the two
oilfields is forecast at 115,000 barrels per day starting in late 1995. The
liquids-rich gas from Wanaea will be combined with gas from the North
Rankin and Goodwyn fields and processed at the onshore gas plant at
Karratha, which is being modified to allow the export sale of LPG. Two new
LPG storage tanks and a second product loading jetty are currently under
construction to handle the extra production. Following start-up in early
1996, LPG exports are expected to average 25,000 barrels per day. Drilling
and construction for the Roller/Skate oilfield development progressed
according to schedule in 1993. Production is scheduled to commence in 1994
at a peak rate of 32,000 barrels per day. Associated gas from the
Roller/Skate and Saladin fields will be piped to shore and either sold in
the Perth market or stored in the Dongara field for future sales. The
Roller/Skate development, in which Chevron holds about a 26 percent
interest, is a project of the West Australian Petroleum Pty., Ltd.

In Papua New Guinea, Chevron (19 percent interest) and its partners are
reviewing the feasibility of developing the SE Gobe Field with possible
production commencing in 1994.

In China, projects to develop the HZ/32-2 and HZ/32-3 Fields in the South
China Sea were initiated in 1993 with the awarding of the major contract.
The plan includes two platforms, 12 additional wells and a tie-in to the
existing production facility at the HZ/21-1 Field. Initial production,
expected to peak at 45,000 barrels per day, is scheduled for 1995. Chevron
holds a 16 percent interest in the venture.

Other development projects included the completion of the expanded
development of the Chichimene Field in the Llanos Basin area of Colombia.
The project included development drilling, production facilities and a 35
kilometer pipeline. Expected peak production of 10,000 barrels of oil per
day is expected in 1994. Chevron holds a 50 percent interest in the field.

                                 - 14 -



    PETROLEUM - NATURAL GAS LIQUIDS

Chevron's wholly owned Warren Petroleum Company is engaged in all phases
of the domestic natural gas liquids (NGL's) business and is the largest
U.S. wholesale marketer of natural gas liquids, selling to customers in 46
states. Warren also conducts Chevron's international liquefied petroleum
gas (LPG) trading and sales activities. Sales in 1993 totaled 287 thousand
barrels per day (includes sales of 79,000 barrels per day to Chevron
subsidiaries). Warren's business encompasses:

  EXTRACTION - Warren operates 18 gas processing plants in Oklahoma, Texas,
  Louisiana and New Mexico and holds equity interests in another 25 plants.
  Natural gas from Chevron's and other producers' wells is piped to these
  plants, where the various liquids are extracted. Gas liquids production
  from these plants was 64,000 barrels per day in 1993.

  FRACTIONATION - Raw natural gas liquids are collected from Warren's
  processing plants, third-party purchases and Warren's gas liquids import
  facility on the Houston Ship Channel and transported via pipelines to
  Warren's fractionation plant at Mont Belvieu, Texas. The 220,000 barrel per
  day capacity facility fractionates raw NGL's into ethane, propane, normal
  butane, iso-butane and natural gasoline products. The Mont Belvieu complex
  includes a 45 million barrel capacity underground gas liquids storage
  facility.

  DISTRIBUTION - Gas liquids are distributed to refineries, chemical
  producers and independent distributors via terminals supplied by pipelines,
  barges, tank cars and trucks. NGL imports and exports are handled at
  Warren's marine terminal, the Warrengas Terminal, located on the Houston
  Ship Channel and linked to the Mont Belvieu complex by dedicated pipelines.

In 1993, Warren continued its activities in international LPG business
development, marketing LPG for other Chevron companies in Canada, West
Africa, the U.K., and Australia. International sales more than doubled from
13,000 barrels per day in 1992 to 28,000 barrels per day in 1993.

Warren completed the construction of an underground natural gas salt dome
storage facility at Hattiesburg, Mississippi, on behalf of Chevron U.S.A.
Production Company. The five billion cubic feet storage terminal began
receiving gas deliveries in December 1993. A major expansion of the Mont
Belvieu fractionator was also completed in 1993. A new butane hydrotreating
and isomerization unit was added, increasing its fractionation capacity by
20,000 barrels per day.

The company's total third-party natural gas liquids sales volumes over the
last three years are reported in the following table.

           ---------------------------------------------------

                    NATURAL GAS LIQUIDS SALES VOLUMES
                     (Thousands of barrels per day)
                                            1993   1992   1991
                                            ----   ----   ----
           United States - Warren            208    191    172
           United States - Other               3      3      3
                                            ----   ----   ----
           Total United States               211    194    175
           Canada                             30     26     21
           Other International                 7      7      8
                                            ----   ----   ----
           Total Consolidated Companies      248    227    204
                                            ====   ====   ====

           ---------------------------------------------------

                                    - 15 -



   PETROLEUM - RESERVES AND CONTRACT OBLIGATIONS

Table IV on pages FS-33 to FS-34 of this Annual Report on Form 10-K sets
forth the company's net proved oil and gas reserves, by geographic area, as
of December 31, 1993, 1992, and 1991. During 1993, the company filed
estimates of oil and gas reserves with the Department of Energy, Energy
Information Agency. These estimates were consistent with the reserve data
reported on page FS-34 of this Annual Report on Form 10-K.

The quantities of crude oil that the company is obligated to deliver in
the future under existing contracts in the United States and
internationally, which specify delivery of fixed and determinable
quantities, are not significant in relation to the quantities available
from production of the company's proved developed reserves in those areas.

The company sells gas from its producing operations under a variety of
contractual arrangements. Most contracts generally commit the company to
sell quantities based on production from specified properties but certain
gas sales contracts specify delivery of fixed and determinable quantities.
In the United States, the quantities of natural gas the company is
obligated to deliver in the future under existing contracts is not
significant in relation to the quantities available from the production of
the company's proved developed U.S. reserves in these areas. Outside the
United States, the company has contracts, principally with the State Energy
Commission of Western Australia, which have remaining obligations to
deliver 269 billion cubic feet of natural gas through 2005. The company
believes it can satisfy these contracts from quantities available from
production of the company's proved developed Australian natural gas
reserves.

    PETROLEUM - REFINING

The daily refinery inputs over the last three years for the company's and
its affiliate's refineries are shown in the following table.

- -----------------------------------------------------------------------------

           PETROLEUM REFINERIES: LOCATIONS, CAPACITIES AND INPUTS
         (Inputs and Capacities are in Thousands of Barrels Per Day)

                              DECEMBER 31, 1993
                              ------------------           REFINERY INPUTS 
                                        OPERABLE        --------------------
LOCATIONS                     NUMBER    CAPACITY        1993    1992    1991
- ----------------------------  ------    --------        ----    ----    ----
Pascagoula,      Mississippi       1         295         283     294     306
Port Arthur,     Texas             1         185         177     189     195
Richmond,        California        1         235         228     228     221
El Segundo,      California        1         226         233     235     180
Philadelphia,    Pennsylvania      1         172         184     164     162
Other*                             6         282         202     201     214
                                  --       -----       -----   -----   -----
Total United States               11       1,395       1,307   1,311   1,278
                                  --       -----       -----   -----   -----

Burnaby, B.C.,   Canada            1          45          43      41      41
Milford Haven,
  Wales          United Kingdom    1         115         120     103     107
                                  --       -----       -----   -----   -----
Total International                2         160         163     144     148
                                  --       -----       -----   -----   -----
Total Consolidated Companies      13       1,555       1,470   1,455   1,426

Equity in        Various
  Affiliate        Locations      14         492         435     399     369
                                  --       -----       -----   -----   -----
Total Including Affiliate         27       2,047       1,905   1,854   1,795
                                  ==       =====       =====   =====   =====

* Refineries in El Paso, Texas; Barber's Point, Hawaii; Salt Lake City,
  Utah; Perth Amboy, New Jersey; Willbridge, Oregon; and Richmond Beach,
  Washington. Inputs for the company's Nikiski, Alaska, refinery, closed in
  1991, are included in the above data for 1991.

- -----------------------------------------------------------------------------

                                     - 16 -



Based on refinery statistics published in the December 20, 1993 issue of
The Oil and Gas Journal, Chevron had the largest U.S. refining capacity and
had the fifth largest worldwide refining capacity including its share of
affiliate's refining capacity. The company wholly owns and operates 11
refineries in the United States and one each in Canada and the United
Kingdom. The company's Caltex Petroleum Corporation affiliate owns or has
interests in 14 operating refineries in Japan (4), Korea, the Philippines,
Australia, New Zealand, Bahrain, Singapore, Pakistan, Thailand, Kenya and
South Africa.

The company also owns closed refineries in Nikiski, Alaska; Cincinnati,
Ohio; and Baltimore, Maryland. Excluded from the affiliate's refineries are
3 closed refineries in Japan.

Production records were set at all locations in 1993 as refineries focused
on maximizing unit utilization. In 1993, distillation operating capacity
utilization averaged 94 percent in the United States and 95 percent
worldwide (including affiliate), compared with 90 percent in the United
States and 92 percent worldwide in 1992. Chevron's capacity utilization of
its domestic cracking and coking facilities, which are the primary
facilities used to convert heavier products to gasoline and other light
products, averaged 88 percent in 1993, unchanged from 1992.

During 1993, the company completed the first facility to use Chevron's
patented Aromax (R) technology at the Pascagoula, Mississippi refinery. This
process produces high value benzene from lower valued refining feed stock
and will facilitate the company's ability to comply with the requirement to
reduce the benzene content in motor gasoline mandated by the Clean Air Act
Amendments of 1990. At the El Paso, Texas refinery, the company entered
into an operating agreement with a neighboring refinery which allowed
Chevron, as operator, to combine the most efficient units from each
refinery in order to lower costs and increase yields. The company also
completed a $40 million facility at the Salt Lake City, Utah refinery which
will allow the company to economically manufacture ultra low sulfur diesel
fuel, one of the few such facilities in that area.

In August 1993, the company installed its proprietary Isodewaxing (R)
technology at the Richmond lube oil refining plant. This process, which
uses a new catalyst developed by the company, boosted lube oil production
by 1,500 barrels per day.

The U.S. downstream industry is going through massive recapitalization in
order to meet stringent new environmental regulations. This led to the 1993
announcement of a major restructuring of the company's downstream
operations. An integral part of this plan is to divest refineries in
Philadelphia, Pennsylvania and Port Arthur, Texas since these refineries no
longer fit in Chevron's long term plans to have a more strategically
focused U.S. refining operation and will reduce the capital expenditures
that would have been required under the 1990 amendments to the Clean Air
Act. In 1993, the company established an $837 million pre-tax provision for
the divestment of these two refineries. This charge was composed primarily
of a write-down of the refineries' facilities and related inventories to
their estimated realizable values. Also included in the charges were
provisions for environmental site assessments and employee severance. The
company has taken into account probable environmental cleanup obligations
in estimating the realizable value of the refineries. Responsibility for
these obligations will be negotiated with potential buyers. While
negotiations for the refinery sales are ongoing, it is expected that the
reserve will be sufficient to complete the restructuring. In late February
1994, the company signed a letter of intent with Sun Company, Inc. for the
sale of the Philadelphia refinery.  In late March 1994, the company
announced it has entered into exclusive negotiations with Clark Refining &
Marketing, Inc. regarding the sale of its Port Arthur, Texas, refinery. 

The company will invest nearly $1 billion in its Richmond and El Segundo,
California refineries over the next three years to produce reformulated
gasoline. In addition, a $300 million investment to upgrade key processing
units to improve yields of high value light products is underway at the
Richmond refinery.

At the company's Milford Haven, Wales refinery, a new isomerization unit
was brought on stream in 1993. This $54 million unit will enable the
refinery to produce a higher octane blend stock in response to increased
demand for lead-free gasoline and anticipated benzene reduction in European
gasoline.

                                     - 17 -



In March 1994, the company announced that it will license technology and
provide engineering design for a major upgrade to the Kirishi Refinery,
operated by Kirishinefteexport, in Russia. The key refining process unit
covered by the agreement is a new hydrocracker, scheduled for startup in
mid-1999, which will use Chevron's Isocracking technology to maximize
production of middistillates such as diesel fuel and jet fuel. The company
will also provide technology to remove ammonia and hydrogen sulfide from
water used in the refining process, yielding clean water for reuse.

Caltex and its partners completed front-end engineering design of a
grassroots, 130,000 barrels per day refinery in Thailand. The engineering,
procurement and construction contract was awarded in October and the
project is on target for completion in 1996. Work continued on the
expansion/upgrade project at the Singapore export refinery. Completion of
the project, scheduled for mid-1995, will increase refining capacity by
60,000 barrels per day, increase yield of light products by 33,000 barrels
per day, and enable the refinery to produce oxygenated unleaded gasoline
and low sulfur diesel fuel. A Japanese affiliate of Caltex placed a new
residuum desulfurizer into service at the Negishi, Japan refinery. This
unit, along with the cracker unit installed last year, will allow the
refinery to increase yields of higher-value products and reduce dependence
on low sulfur crudes.

    PETROLEUM - REFINED PRODUCTS MARKETING

PRODUCT SALES: The company and its affiliates, primarily Caltex Petroleum
Corporation, sell petroleum products throughout much of the world. The
principal trademarks for identifying these products are "Chevron", "Gulf"
(principally in the United Kingdom) and "Caltex". Domestic sales volumes of
refined products by the company during 1993 amounted to 1,423 thousand
barrels per day, equivalent to approximately nine percent of total U.S.
consumption. Worldwide sales volumes, including the company's share of
affiliates' sales, averaged 2,346 thousand barrels per day in 1993, an
increase of about one percent over 1992.

The following table shows the company's and its affiliates' refined
product sales volumes, excluding intercompany sales, over the past three
years.

           --------------------------------------------------------

                        REFINED PRODUCTS SALES VOLUMES
                        (Thousands of Barrels Per Day)
                                         1993     1992     1991
                                        -----    -----    -----
            UNITED STATES
               Gasolines                  652      646      632
               Gas Oils and Kerosene      325      347      312
               Jet Fuel                   247      252      249
               Residual Fuel Oil           94      110      145
               Other Petroleum Products*  105      115      106
                                        -----    -----    -----
               Total United States      1,423    1,470    1,444
                                        -----    -----    -----


            INTERNATIONAL
               United Kingdom             111      108      110
               Canada                      50       39       38
               Other International        168      147      142
                                        -----    -----    -----
               Total International        329      294      290
                                        -----    -----    -----
               Total Consolidated
                 Companies              1,752    1,764    1,734

               Equity in Affiliate        594      565      533
                                        -----    -----    -----
               Total Including
                 Affiliate              2,346    2,329    2,267
                                        =====    =====    =====
          
               * Principally naphtha, lubes, asphalt and coke.

           --------------------------------------------------------

                                     - 18 -



The company's Canadian sales volumes consist of refined product sales in
British Columbia and Alberta by the company's Chevron Canada Ltd.
subsidiary. In the United Kingdom, the sales volumes reported comprise a
full range of product sales by the company's Gulf Oil (Great Britain) Ltd.
subsidiary. The 1993 volumes reported for "Other International" relate
primarily to international sales of aviation, marine fuels, and refined
products in Latin America, the Far East and elsewhere. The equity in
affiliates' sales in 1993 consist primarily of the company's interest in
Caltex Petroleum Corporation, which operates in 63 countries including
Australia, the Philippines, New Zealand, South Africa and, through Caltex
affiliates, in Japan and Korea.

The company introduced several new products in 1993. In September, the
company began delivering JP-8, a kerosene-based jet fuel, to the U.S.
military. Over the next two years, JP-8, a safer and more versatile fuel,
capable of powering tanks, trucks and other military vehicles, will phase
out naphtha-based JP-4. In October, low aromatics diesel fuel in California
and ultra low sulfur diesel fuel in the rest of the country were introduced
to comply with various federal and state air quality regulations.
Reformulated heavy duty motor oils that meet the needs of low sulfur diesel
fuel users were also introduced nationwide in October.

RETAIL OUTLETS: In the United States, the company supplies, directly or
through jobbers, over 9,000 motor vehicle, aircraft and marine retail
outlets, including more than 2,400 company-owned or -leased motor vehicle
service stations. The company's gasoline market area is concentrated in the
Southeastern, South Central and Western states. Chevron is among the top
three marketers in 16 states. During 1993, the company completed the
acquisition and brand conversion of 55 service stations in south Florida
that were acquired from Exxon in exchange for comparable properties in the
Baltimore-Washington D.C.-Eastern Virginia areas. Chevron branded retail
fuel sales in Arkansas, Western Kentucky and Western Tennessee were
discontinued in 1993.

In 1993, Chevron introduced a "Direct Mail Marketing" and a "Premium Card"
program to credit card customers. The company also expanded its "Fast Pay"
system by approximately 400 stations in 1993, to a total of over 1,300
stations nationwide. This automated system allows credit card customers to
pay at the pump with credit approvals processed in about five seconds using
satellite data transmission. During 1993, the company outsourced
purchasing, warehousing and distribution responsibilities for its Tire,
Batteries and Accessories business (TBA).

Internationally, the company's branded products are sold in 214 owned or
leased stations in British Columbia, Canada and in 467 (230 owned or
leased) stations in the United Kingdom. In 1993, the company completed the
sale of its retail marketing operations in Guatemala, El Salvador and
Nicaragua.

    PETROLEUM - TRANSPORTATION

TANKERS: Chevron's controlled seagoing fleet at December 31, 1993 is
summarized in the following table. All controlled tankers were utilized in
1993.

- -----------------------------------------------------------------------------

                       CONTROLLED TANKERS AT DECEMBER 31, 1993

                        U.S. FLAG                      FOREIGN FLAG
             -----------------------------   ------------------------------
                        CARGO CAPACITY                   CARGO CAPACITY
             NUMBER  (millions of barrels)   NUMBER   (millions of barrels)
             ------  ---------------------   ------   ---------------------
Owned          -                -              26               27
Bareboat
  Charter      7                2               6               11
Time Charter   -                -               9                5
             ----             ----            ----             ----
Total          7                2              41               43
             ====             ====            ====             ====

- -----------------------------------------------------------------------------

                                     - 19 -



Federal law requires that cargo transported between domestic ports be
carried in ships built and registered in the United States, owned and
operated by U.S. entities and manned by U.S. crews. At year-end 1993, the
company's U.S. flag fleet was engaged primarily in transporting crude oil
from Alaska and California terminals to refineries on the West Coast and
Hawaii, refined products between the Gulf Coast and East Coast, and refined
products from California refineries to terminals on the West Coast, Alaska
and Hawaii.

At year-end 1993, two of the company's controlled international flag
vessels were being used for floating storage. The remaining international
flag vessels were engaged primarily in transporting crude oil from the
Middle East, Indonesia, Mexico, West Africa and the North Sea to ports in
the United States, Europe, the United Kingdom, and Asia. Refined products
also were transported worldwide.

In addition to the tanker fleet summarized in the table on page 19, the
company owns a one-sixth undivided interest in each of five liquefied
natural gas (LNG) ships that are bareboat chartered to the Australian
North West Shelf Project. These ships, along with two time chartered LNG
vessels, transport LNG from Australia to eight Japanese gas and electric
utilities. One additional LNG ship has been ordered with delivery expected
in late 1994.

In 1993, the company took delivery of one 1.1 million and two 1.0 million
barrel capacity, double hull tankers and sold two 1.2 million and two 3.2
million barrel capacity tankers. The company also took delivery of a 1.0
million barrel capacity tanker, the Chevron Employee Pride, in February
1994 and expects to take delivery of an additional 1.0 million barrel
capacity tanker in October 1994. During 1993, the company reduced its time
chartered fleet by a net one tanker and 1.0 million barrels of capacity.

Page 24 of this Annual Report on Form 10-K contains a discussion of the
effects of the Federal Oil Pollution Act on the company's shipping
operations.

PIPELINES: Chevron owns and operates an extensive system of domestic crude
oil, refined products and natural gas pipelines. The company also has
direct or indirect interests in other domestic and international pipelines.
The company's ownership interests in pipelines are summarized in the
following table:

            -----------------------------------------------------------

                   PIPELINE MILEAGE AT DECEMBER 31, 1993

                                     WHOLLY      PARTIALLY
                                     OWNED       OWNED (1)       TOTAL
                                     -----        -----         ------
            UNITED STATES:
              Crude oil (2)          5,696          624          6,320
              Natural gas              569           44            613
              Petroleum products     3,709        1,610          5,319
                                     -----        -----         ------
              Total United States    9,974        2,278         12,252
                                     -----        -----         ------

            INTERNATIONAL:
              Crude oil (2)              -          747            747
              Natural gas                -          197            197
              Petroleum products        12          130            142
                                     -----        -----         ------
              Total International       12        1,074          1,086
                                     -----        -----         ------
             Worldwide               9,986        3,352         13,338
                                     =====        =====         ======

            (1)  Reflects equity interest in lines.
            (2)  Includes gathering lines related to the transportation
                 function. Excludes gathering lines related to the
                 production function.

            -----------------------------------------------------------

                                    - 20 -



    CHEMICALS

The company's Chevron Chemical Company subsidiary manufactures and markets
chemical products for industrial use. The chemical industry, historically,
has been cyclical and is highly competitive. Since its last peak in the
late 1980s, industry conditions have deteriorated as ample supplies, caused
by production overcapacity, have exerted downward pressure on prices. In
the past four years, weak demand due to U.S. and worldwide recessions has
further weakened prices.

At year-end 1993, Chevron Chemical Company owned and operated 24 U.S.
manufacturing facilities in 12 states, owned manufacturing facilities in
Brazil and France, and owned a majority interest in a manufacturing
facility in Japan. The principal domestic plants are located at Cedar
Bayou, Orange and Port Arthur, Texas; St. James and Belle Chasse,
Louisiana; Philadelphia, Pennsylvania; Marietta, Ohio; Pascagoula,
Mississippi; St. Helens, Oregon; and Richmond, California. The following
table shows, by chemical division, 1993 revenues and the number of owned or
majority owned chemical manufacturing facilities and combined operating
capacities as of December 31, 1993.

- -----------------------------------------------------------------------------
                            CHEMICAL OPERATIONS

                          MANUFACTURING
                           FACILITIES                                1993
                       -------------------         ANNUAL        REVENUE (1)
DIVISION               U.S.  INTERNATIONAL        CAPACITY       ($ MILLIONS)
- ---------------------  ----  -------------  -------------------  ------------
Olefins and
  Derivatives           12         -          6,990 million lbs.    $1,003
Aromatics and
  Derivatives            7         -          6,570 million lbs.       718
Oronite Additives        2         3           160 million gal.        746
Fertilizers              2         -                  (2)               86
Consumer Products        1         -                  (2)              133
Other
  (including excise
    taxes)               -         -                  (2)               37
                        --         -                                ------
  Totals                24         3                                $2,723
                        ==         =                                ======

(1)  Excludes intercompany sales.
(2)  No meaningful common measurement.
- -----------------------------------------------------------------------------

The company divested its last major asset in the agricultural-related
chemical business with the sale of its ORTHO consumer products division, a
leading supplier of lawn and garden products in the United States, to
Monsanto Company in 1993. The sale was the result of studies that concluded
that the company's agricultural-related businesses were non-competitive or
were non-core. The company decided to divest those businesses and focus its
attention on areas of strength - petrochemicals, plastics and additives.

Construction was completed during 1993 on the first U.S. benzene
manufacturing plant using the company's proprietary Aromax (R) technology at
the Pascagoula, Mississippi refinery. This technology will enable Chevron
to produce high-value benzene from certain low-value by-products of the oil
refining process. Benzene is a prime building block for a wide range of
consumer products such as sporting goods, nylon, laundry detergent,
children's toys and automobile tires.

In March 1993, the company announced that a letter of intent had been
signed with the Saudi Venture Capital Group, a consortium of Saudi Arabian
business leaders, to develop an aromatics facility in Jubail, Saudi Arabia,
if necessary Saudi government approval can be obtained. The planned
facility would be owned and operated by a newly formed joint venture
company. This joint company, owned on an equal basis by Chevron and the
Saudi group, would market within Saudi Arabia, while Chevron would market
all products outside Saudi Arabia. The facility will utilize Chevron's
patented Aromax (R) reforming technology and have a capacity of 420,000 tons
of benzene per year and 270,000 tons of cyclohexanes per year. The project
is currently delayed while the Saudi government revises its petrochemical
investment policy. The company is also in the early stages of examining
opportunities to employ the Aromax (R) technology in Asia, where chemical
demand is growing rapidly.

                                     - 21 -



In January 1994, the company announced a cost-reduction plan intended to
reduce annual operating expense by approximately $100 million by 1996.
Major elements of the plan include completing the divestiture of the
company's agricultural businesses, including the closing of the consumer
products plant in Maryland Heights, Missouri and the sale of the fertilizer
plant in St. Helens, Oregon; the sale of Chevron's asphalt business in
Brazil; closing of the company's oil-field chemical business; reorganizing
the Oronite Additives Division into global regions; and streamlining and
reducing costs at the company's three largest plants in Cedar Bayou and
Orange, Texas, and Belle Chasse, Louisiana.

An agreement was reached in March 1994 with Institut Francais du
Petrole to jointly develop a new high-purity paraxylene technology called
Eluxyl. If the demonstration unit using this new technology, to be
constructed and operated at Chevron's Pascagoula, Mississippi, refinery,
proves successful, the company plans to integrate the technology at
Pascagoula and expand its paraxylene activities worldwide.
 
    COAL AND OTHER MINERALS

COAL: The company's wholly-owned coal mining and marketing subsidiary, The
Pittsburg and Midway Coal Mining Co. (P&M), owned and operated four surface
and three underground mines at year-end 1993. Three of the mines are
located in New Mexico and one each in Alabama, Wyoming, Kentucky and
Colorado. All of the mines produce steam coal used primarily for electric
power generation. P&M's strategy is to focus on regional markets in the
United States, capitalizing on major utility growth markets in the West and
Southeast. Approximately 88 percent of P&M's coal sales are made to
electric utilities. Sales of coal from P&M's wholly-owned mines and from
its 50 percent interest in Black Beauty Coal Company were 20.8 million tons
in 1993, an increase of 26 percent over 1992. About 57 percent of these
sales came from two mines, the McKinley Mine in New Mexico and the Kemmerer
Mine in Wyoming. The average selling price for coal from mines owned and
operated by P&M was $24.62 per ton in 1993, contributing $426 million to
Chevron's consolidated sales and other operating revenues. At year-end
1993, P&M controlled approximately 560 million tons of developed and
undeveloped coal reserves.

Demand growth for coal in the U.S. remains largely dependent on the demand
for electric power, which in turn depends on regional and national economic
conditions and on competition from other fuel sources. Although coal-fired
generation of electricity grew during 1993, competition among coal
producers kept downward pressure on regional coal prices during much of the
year. However, in the East, a prolonged strike by United Mine Workers of
America restricted coal production, tightening coal supplies and driving up
spot market prices in the latter half of the year. P&M sells about 88
percent of its coal production under multi-year supply agreements, so it is
not particularly exposed to short-term fluctuations in market prices.

P&M controls a significant inventory of low-sulfur coal reserves, and the
company expects demand for this type of coal to grow as utilities start to
implement programs to comply with the air quality emission standards of the
Clean Air Act Amendments of 1990. In addition, P&M anticipates that the
Energy Policy Act of 1992 will increase competition in the electric power
market and will provide new market opportunities for low-cost coal
producers.

OTHER MINERALS: P&M manages the company's investments in non-coal minerals.
The company expressed its long-term intention to exit the non-coal minerals
business, and most such assets have been sold in recent years. The principal
assets remaining are a 50 percent interest in the Stillwater Mining Company,
a Montana platinum-palladium mining operation, and a 52.5 percent interest in
some zinc-lead prospects in Ireland. The company's share of sales and other
revenues from non-coal operations was approximately $21 million in 1993. The
sale of the company's 52.5 percent holding in the Irish zinc-lead prospects
has been delayed due to legal challenges. The company expects these challenges
to be resolved and the sale completed during 1994.

    REAL ESTATE

The company's real estate activities are carried out primarily through its
wholly owned subsidiaries, Chevron Land and Development Company and Huntington
Beach Company (collectively, Chevron Land).

                                    - 22 -



Their activities have concentrated on converting Chevron's surplus fee
production properties in California into residential and commercial real
estate. After making major infrastructure improvements, the properties are
sold to third parties or jointly developed.  At the end of 1993, Chevron
Land managed over 26,000 acres of real estate in California.

Chevron Land participates in residential developments through partnerships
with home builders.  During 1993, the company sold approximately 160 homes
in California.  Although this represents a 78 percent increase from the 90
homes sold in 1992, the California housing market continues to be weak as
California lags the rest of the nation in realizing significant renewed
economic growth. The company anticipates that the California real estate
market will not begin to recover until late 1994 at the earliest and is
currently positioning itself to take advantage of the recovery when it
occurs by developing properties at a pace that meets market demand while
preserving current real estate development entitlements. Ten residential
housing projects were actively being developed at year-end, eight through
joint venture partnerships.

Although Chevron's current development emphasis is on the residential
sector, the Company also participates in commercial real estate investment
and development activities.  The Montebello Town Square in Southern
California, a 250,000 square foot community shopping center situated on 20
acres of a former oil field, was sold by the company in 1993. The company
also leases approximately 70,000 acres of irrigated farmland and 160,000
acres of rangeland to local growers and ranchers in California's San
Joaquin Valley.  In 1993, Chevron Land restructured its organization by
reducing its workforce 20 percent and closing or consolidating 5 of its
offices. Currently, Chevron Land's activities are predominately handled by
the company's offices in Newport Beach and San Francisco, California.

    RESEARCH AND ENVIRONMENTAL PROTECTION

RESEARCH: The company's principal research laboratories are at Richmond
and La Habra, California.  The Richmond facility engages in research on new
and improved refinery processes, develops petroleum and chemical products,
and provides technical services for the company and its customers.  The La
Habra facility conducts research and provides technical support in geology,
geophysics and other exploration science, as well as oil production methods
such as hydraulics, assisted recovery programs and drilling, including
offshore drilling.  Employees in subsidiaries engaged primarily in research
activities at year-end 1993 numbered approximately 2,400.

In January 1994, the company signed an agreement with China National
Petroleum Corporation to provide enhanced oil recovery technology for
testing in Daqing, China's largest oil field.  The technology, called
"microbial profile modification," consists of pumping bacterial spores and
nutrients into a reservoir to plug off highly permeable zones in order to
improve the sweep efficiency of a waterflood.  The agreement calls for 15
months of testing in Chevron Petroleum Technology Company's labs in La
Habra, California, followed by a two year pilot program in Daqing.

Chevron's research and development expenses were $206, $229, and $250
million for the years 1993, 1992, and 1991, respectively.

The company owns, controls, or is licensed under numerous patents, but its
business is not dependent upon patents.  Licenses under the company's
patents are generally made available to others in the petroleum and
chemical industries.

ENVIRONMENTAL PROTECTION: One of Chevron's ongoing corporate strategies is
to give high priority to environmental, public and governmental concerns.
Chevron's revised corporate policy on Health, Environment and Safety was
approved by the Stockholders in 1991.  In 1992, a comprehensive series of
101 management practices was approved by senior management to strengthen
the implementation of the policy. The program is called "Protecting People
and the Environment" and is modeled after the Chemical Manufacturers
Associations' program called "Responsible Care."  It is also similar to the
American Petroleum Institute's program called "Strategies for Today's
Environmental Partnership."  The program also encompasses previous company
programs to control pollution such as the SMART (Save Money and Reduce
Toxics) program which focuses on routine, process related, hazardous waste.

                                   - 23 -



The company's oil and gas exploration activities, along with many other
petroleum companies, have been hampered by drilling moratoria, imposed
because of environmental concerns, in areas where the company has leasehold
interests, particularly Alaska, offshore Florida and offshore California.
Difficulties and delays in obtaining necessary permits because of
environmental concerns, such as those experienced by Chevron and its
partners in the Point Arguello Field offshore California, can delay or
restrict oil and gas development projects.  While events such as these can
impact current and future earnings, either directly or through lost
opportunities, the company does not believe they will have a material
effect on the company's consolidated financial position, its liquidity, or
its competitive position relative to other domestic or international
petroleum concerns.  The situation has, however, been a factor, among
others, in the shift of the company's exploration efforts to areas outside
of the United States.

The company will spend an estimated $1.1 billion in capital expenditures
over the next 5 years on its refining facilities in order to comply with
federal and state clean air regulations and to provide consumers with fuels
that reduce air pollution and air toxicity.  The Clean Air Act Amendments of
1990 (CAAA) requires the production of reformulated gasoline (RFG).
Beginning in January 1995, only RFG may be sold in the nine worst ozone
areas in the United States.  In addition, the California Air Resources Board
(CARB) requires a more stringent reformulated gasoline to be sold statewide
beginning in March 1996.  CAAA required a significant decrease in the sulfur
content of diesel fuel sold in U.S. markets beginning October 1993.  CARB,
in addition to the federal requirements, also mandated a reduction in the
aromatics content of diesel fuel sold in California.  Chevron introduced low
aromatics diesel fuel in California and ultra low sulfur diesel fuel in the
rest of the nation in October 1993.

The Federal Oil Pollution Act of 1990 (OPA) expanded federal authority to
direct responses to oil spills to improve preparedness and response
capabilities and to impose penalties on spillers for restoration costs and
loss of use of the resources during restoration.  OPA also requires the
phase out of single hull tankers and the phase in of double hull tankers
for trading to U.S. ports.  Many of the coastal states have enacted or are
preparing legislation in these same areas.  In 1990, the company began a
fleet modernization program, which included seven double hull tankers for
delivery during the 1992-1994 period.  Six of these tankers have been
delivered through the first week of March 1994.  The company has been
actively involved in the Marine Preservation Association, a non-profit
organization that funds the Marine Spill Recovery Corporation (MSRC).  MSRC
owns the largest stockpile of oil spill response equipment in the nation
and operates five strategically located U.S. coastal regional centers.

The company expects the enactment of additional federal and state
regulations addressing the issue of waste management and disposal and
effluent emission limitations for offshore oil and gas operations.  While
the costs of operating in an environmentally responsible manner and complying
with existing and anticipated environmental legislation and regulations,
including loss contingencies for prior operations, are expected to be
significant, the company anticipates that these costs will not have a
material impact on its consolidated financial position, its liquidity, or its
competitive position in the industry.

During 1993, the company's U.S. capitalized environmental expenditures were
$620 million, representing approximately 31 percent of the company's total
consolidated U.S. capital and exploratory expenditures.  The company's U.S.
capitalized environmental expenditures were $430 million and $284 million in
1992 and 1991, respectively.  These environmental expenditures include capital
outlays to retrofit existing facilities, as well as those associated with new
facilities.  The expenditures are predominantly in the petroleum segment and
relate mostly to air and water quality projects and activities at the
company's refineries, oil and gas producing facilities and service stations.
For 1994, the company estimates that capital expenditures for environmental
control facilities will be approximately $637 million.  The actual
expenditures for 1994 will depend on various conditions affecting the
company's operations and may differ significantly from the company's forecast.
The company is committed to protecting the environment wherever it operates,
including strict compliance with all governmental regulations.  The future
annual capital costs of fulfilling this commitment are uncertain, but for the
next several years are expected to continue at current levels.

                                  - 24 -



Under provisions of the Superfund law, Chevron has been designated as a
potentially responsible party (PRP) for remediation of a portion of 223
hazardous waste sites.  Since remediation costs will vary from site to site
as well as the company's share of responsibility for each site, the number
of sites in which the company has been identified as a PRP should not be
used as a relevant measure of total liability.  At year-end 1993, the
company's environmental remediation reserve related to Superfund sites
amounted to $56 million.  The largest of these sites, located in California,
accounts for approximately 20 percent of the reserve.

The company's 1993 environmental expenditures, remediation provisions and
year-end environmental reserves are discussed on pages FS-3 through FS-4 of
this Annual Report on Form 10-K.  These pages also contain additional
discussion of the company's liabilities and exposure under the Superfund
law and additional discussion of the effects of the Clean Air Act
Amendments of 1990.

ITEM 2. PROPERTIES

The location and character of the company's oil and gas and minerals and
real estate properties and its refining, marketing, transportation and
chemical facilities are described above under Item 1. Business and
Properties.  Information in response to the Securities Exchange Act Industry
Guide No. 2 ("Disclosure of Oil and Gas Operations") is also contained in
Item 1 and in Tables I through VI on pages FS-30 to FS-35 of this Annual
Report on Form 10-K.  Note 12 "Properties, Plant and Equipment" to the
company's financial statements contained on page FS-24 of this Annual
Report on Form 10-K presents information on the company's gross and net
properties, plant and equipment, and related additions and depreciation
expenses, by geographic area and industry segment, for 1993, 1992 and 1991.

ITEM 3. LEGAL PROCEEDINGS

A. Cities Service Tender Offer Cases.

The complaint by Cities Service Co. ("Cities Services") and two individual
plaintiffs was originally filed in August 1982 in Oklahoma state court in
Tulsa.  Prior proceedings have effectively eliminated the two individual
plaintiffs as parties.  The defendants were initially Gulf Oil Corporation
and GOC Acquisition Corporation.  Subsequent filings have identified Chevron
U.S.A. Inc. as the successor in interest to Gulf Oil Corporation.  In the
original complaint Cities Service pleaded for damages of not less than $2.7
billion together with legal interest for breach of contract and
misrepresentation.  The great bulk of the damages were related to claims on
behalf of shareholders of Cities Service.  All of the claims by Cities
Service shareholders have now been resolved and will ultimately be
dismissed.

Plaintiff Cities Service has now made new claims by way of a motion to
amend the petition, which motion was submitted for ruling on February 28,
1994, but has not yet been ruled on by the court.  The amended pleading adds
Oxy U.S.A. as the successor to plaintiff Cities Service, adds Chevron
U.S.A. Inc. (as successor to Gulf Oil Corporation) and adds Chevron
Corporation as a new defendant.  In addition to the existing claims for
breach of contract and fraud, the amendments add the following causes of
action: for willful and malicious breach of contract, negligent
misrepresentation, interference with prospective economic advantage in
connection with the 1989 proposed Oxy-Cities DOE settlement, and adds the
claimed DOE liability as additional contract damages and as additional
fraud damages.  The proposed amendment also adds a claim for punitive
damages based upon the alleged fraud, negligent misrepresentation, willful
breach and interference claims.  The new claim requests not less than $100
million on each of the several claims, together with pre-judgment interest
and punitive damages.  It also requests $12 million plus prejudgment
interest for Cities' costs in defending against DOE proceedings since 1989,
and an order entitling Cities Services to recover such "restitutionary
obligation" amounts ultimately paid by Oxy U.S.A. to the DOE in excess of
its proposed 1989 DOE settlement, and punitive damages.

                                   - 25 -



B. In re Gulf Pension Litigation.

In two lawsuits, which were commenced on December 2, 1986 and April 24,
1987 and consolidated on July 17, 1987 in the U.S. District Court for the
Southern District of Texas as In re Gulf Pension Litigation, former
employees of Gulf Oil Corporation who were participants in the Gulf Pension
Plan contend that a partial termination of the Gulf Pension Plan has
occurred and they are entitled to immediate vesting and distribution of
plan benefits and to distribution of alleged excess plan assets, which it
is alleged have been unlawfully seized by Gulf or Chevron.  The action is
brought under the Employee Retirement Income Security Act of 1974 and
common law, and is primarily an action for damages.  Defendants have filed
an answer denying plaintiffs' allegations.  On August 21, 1987, the Court
certified a class on these issues consisting of "all former members of the
Gulf Pension Plan and the spouses or the beneficiaries of such members." On
January 4, 1990, the Court certified a subclass of plaintiffs who also
contend that Chevron unlawfully denied them benefits due upon their alleged
involuntary termination.  A partial settlement agreement was reached during
trial on November 19, 1990 and approved by the court at a January 25, 1991
hearing.

On April 10, 1991, the Court issued its opinion on the remaining issues in
the case.  The Court ruled that partial terminations of the Gulf Pension
Plan occurred, and ordered all participants in the plan as of July 1, 1986
to be vested in their benefits under the plan.  The Court also ruled that
participants in the Gulf Contributory Retirement Plan ("CRP") and the
Supplemental Annuity Plan of Mene Grande Oil Company ("SAP") were entitled
to the surplus assets of those plans.  However, the Court ruled that
Chevron, otherwise, has the right to retain surplus funds remaining in the
Gulf Pension Plan after all obligations to the Plan Participants have been
satisfied.  Accordingly, the Court found no impropriety in the merger of the
Gulf Pension Plan into the Chevron Retirement Plan or the use of plan
assets to fund a special early retirement program and pension supplement.
However, the Court did rule that Gulf and Chevron had incorrectly paid
certain investment management fees out of plan assets and had incorrectly
received a benefit from the use of pension plan assets in the negotiation
of a divestiture sale agreement.

On October 15, 1991, the court approved the terms of a second partial
settlement agreement.  As a part of the second partial settlement, the
parties agreed not to appeal the partial termination issues except as
relevant to plaintiff's claim that they are entitled to surplus Gulf
Pension Plan assets that are not attributable to CRP/SAP.  The second
partial settlement does not affect the court's ruling that the plaintiffs
are not entitled to approximately $620 million in surplus funds in the Gulf
Pension Plan.  Plaintiffs have appealed this part of the case to the Fifth
Circuit Court of Appeals.  Chevron has appealed the ruling that it
incorrectly paid management fees out of the plan's assets and that it
received a benefit from the use of pension funds.  On April 29, 1993 Chevron
reached a settlement with the Internal Revenue Service regarding these
issues, which included a payment to the Chevron Retirement Plan and a
payment of excise taxes.  Subsequently, Chevron's appeal was dismissed by
the court, although the underlying judgement was not vacated.

C. Clean Water Act Violations.

On September 23, 1993, the Environmental Protection Agency (EPA)
instituted an administrative proceeding seeking civil penalties in excess
of $100,000 from the company for its self-reported violations of the Clean
Water Act since July 1986 at production facilities located on the Outer
Continental Shelf of the Gulf of Mexico.  The company has agreed with the
EPA to settle this matter for $121,000.

D. Premanufacture Notifications for Detergent Additives.

On September 30, 1993, the EPA instituted an administrative proceeding
seeking civil penalties of about $17 million from the company for alleged
violations of the Toxic Substances Control Act (TSCA).  The EPA contends
that the company was required to file Premanufacture Notifications (PMNs)
with regard to six chemical substances manufactured or imported since 1990.
The company believes that no PMNs were required because the chemicals were
within the scope of existing TSCA inventory listings.  Nevertheless, the
company reported the situation to the EPA when it was advised by a third
party that the EPA may, without public notice, have revised its
interpretation of TSCA regulations to require PMNs to be filed in such
circumstances.  Thereafter, under protest, the company suspended the
production and importation of the

                                   - 26 -



chemicals and filed PMNs for them, continuing the suspension for the
90-day period contemplated by TSCA.  The detergents in question are very
similar to common detergents and intermediates used in their production,
and the EPA does not appear to claim that failure to file a PMN resulted in
any health or safety risk.  The EPA permitted the company to dispose of its
current stocks of the chemicals during the period that the company
suspended their production and importation.

E. El Segundo Refinery Reformulated Gasoline Project.

On September 22, 1993, the EPA instituted an administrative proceeding
contending that the company had not received a permit required under the
Clean Air Act Amendments of 1990 (CAAA) for field activities at the El
Segundo refinery relating to the production of reformulated gasolines,
which will be federally mandated by 1995 under other provisions of the
CAAA.  All company activities had been conducted in accordance with
authorization by the South Coast Air Quality Management District (SCAQMD),
the primary enforcing agency of the rule that the EPA contends the company
violated.  EPA efforts to cause the company to cease all construction
activities were stayed by the Ninth Circuit Court of Appeals, and SCAQMD
has since issued the company a formal permit to construct.  However, the EPA
may continue to seek civil penalties from the company for activities
conducted prior to the issuance of the permit.

Other previously reported legal proceedings have been settled or the
issues resolved so as not to merit further reporting.

                                     - 27 -



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of 1993 to a vote of
security holders through the solicitation of proxies or otherwise.


           EXECUTIVE OFFICERS OF THE REGISTRANT AT MARCH 1, 1994

                                                            MAJOR AREA OF
   NAME AND AGE          EXECUTIVE OFFICE HELD              RESPONSIBILITY
- -------------------  --------------------------------  ----------------------
K.T. Derr        57  Chairman of the Board since 1989   Chief Executive
                     Director since 1981                Officer
                     Executive Committee Member
                       since 1986

J.D. Bonney      63  Vice-Chairman of the Board         Worldwide Exploration
                       since 1987                       and Production
                     Director and Executive             Activities, Pipe-
                       Committee Member since 1986      lines, Coal and
                                                        Other Minerals,
                                                        Administrative
                                                        Services, Aircraft
                                                        Services

J.N. Sullivan    56  Vice-Chairman of the Board         Worldwide Refining,
                       since 1989                       Marketing and Trans-
                     Director since 1988                portation Activities,
                     Executive Committee Member         Chemicals,
                       since 1986                       Real Estate,
                                                        Environmental,
                                                        Human Resources,
                                                        Research

W.E. Crain       64  Vice-President since 1986          Worldwide Exploration
                     Director and Executive             and Production
                       Committee Member since 1988

R.E. Galvin      62  Vice-President since 1988          U.S. Exploration
                     President of Chevron U.S.A.        and Production
                       Production Company since 1992
                     Executive Committee Member
                       since 1993

D.R. Hoyer       62  Vice-President since 1987          U.S. Refining,
                     President of Chevron U.S.A.        Marketing and
                       Products Company since 1992      Supply
                     Executive Committee Member
                       since 1993

M.R. Klitten     49  Vice-President since 1989          Finance
                     Executive Committee Member
                       since 1989
             
R.H. Matzke      57  Vice-President since 1990          Overseas Exploration
                     President of Chevron Overseas      and Production
                       Petroleum Inc. since 1989
                     Executive Committee Member
                       since 1993

J.E. Peppercorn  56  Vice-President since 1990          Chemicals
                     President of Chevron Chemical
                       Company since 1989
                     Executive Committee Member
                       since 1993

H.D. Hinman      53  Vice-President and General         Law
                       Counsel since 1993
                     Executive Committee Member
                       since 1993


                                    - 28 -



The Executive Officers of the Corporation consist of the Chairman of the 
Board, the Vice-Chairmen of the Board, and such other officers of the 
Corporation who are either Directors or members of the Executive Committee, 
or are chief executive officers of principal business units. Except as noted 
below, all of the Corporation's Executive Officers have held one or more of 
such positions for more than five years. Messrs. Galvin, Hoyer, Matzke and 
Peppercorn are rotating members of the Executive Committee, with two serving 
at any one time.


R.E. Galvin          - Regional Vice-President, Exploration, Land and 
                       Production, Chevron U.S.A. Inc. - 1985
                     - Vice-President, Chevron Corporation and 
                       Senior Vice-President, Exploration, Land and 
                       Production, Chevron U.S.A. Inc. - 1988
                     - President, Chevron U.S.A. Production Company
                       (a Division of Chevron U.S.A. Inc.) - 1992

H.D. Hinman          - Partner, Law Firm of Pillsbury Madison & 
                       Sutro - 1973
                     - Vice-President and General Counsel, 
                       Chevron Corporation - 1993

M.R. Klitten         - Comptroller, Chevron U.S.A. Inc. - 1985
                     - President, Chevron Information Technology
                       Company - 1987
                     - Vice-President for Finance, Chevron Corporation - 1989

R.H. Matzke          - President, Chevron Canada Resources Limited - 1986
                     - President, Chevron Overseas Petroleum Inc. - 1989
                     - Vice-President, Chevron Corporation and President,
                       Chevron Overseas Petroleum Inc. - 1990

J.E. Peppercorn      - Senior Vice-President, Chevron Chemical Company - 1986
                     - President, Chevron Chemical Company - 1989
                     - Vice-President, Chevron Corporation and President,
                       Chevron Chemical Company - 1990



                                    - 29 -


                                   PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

The information on Chevron's common stock market prices, dividends, principal
exchanges on which the stock is traded and number of stockholders of record
is contained in the Quarterly Results and Stock Market Data tabulations, on
page FS-12 of this Annual Report on Form 10-K.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data for years 1989 through 1993 are presented on page
FS-36 of this Annual Report on Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

Indexes to Financial Statements, Supplementary Data and Management's
Discussion and Analysis of Financial Condition and Results of Operations are
presented on page 41 of this Annual Report on Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Indexes to Financial Statements, Supplementary Data and Management's
Discussion and Analysis of Financial Condition and Results of Operations are
presented on page 41 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.


                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information on Directors on page 4 through 6 of the Notice of Annual
Meeting of Stockholders and Proxy Statement dated March 25, 1994, is
incorporated herein by reference in this Annual Report on Form 10-K.
See Executive Officers of the Registrant on pages 28 and 29 of this Annual
Report on Form 10-K for information about executive officers of the company.
There was no late filing or failure by an insider to file a report required
by section 16 of the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

The information on pages 15 through 17 of the Notice of Annual Meeting of
Stockholders and Proxy Statement dated March 25, 1994, is incorporated herein
by reference in this Annual Report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information on pages 2 and 3 of the Notice of Annual Meeting of
Stockholders and Proxy Statement dated March 25, 1994, is incorporated herein
by reference in this Annual Report on Form 10-K.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no relationships or related transactions requiring disclosure
under Item 404 of Regulation S-K.

                                   - 30 -


                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 (a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
     (1) FINANCIAL STATEMENTS:                                    PAGE (S)
                                                                  --------
           Report of Independent Accountants                        FS-13

           Consolidated Statement of Income
             for the three years ended December 31, 1993            FS-14

           Consolidated Balance Sheet at December 31,
             1993 and 1992                                          FS-15

           Consolidated Statement of Cash Flows
             for the three years ended December 31, 1993            FS-16

           Consolidated Statement of Stockholders' Equity
             for the three years ended December 31, 1993            FS-17

           Notes to Consolidated Financial Statements          FS-18 to FS-29

      (2) FINANCIAL STATEMENT SCHEDULES:

           Report of Independent Accountants on
             Financial Statement Schedules                           35

           Schedule V - Property, Plant and Equipment                36

           Schedule VI - Accumulated Depreciation,                   37
             Depletion and Amortization of Property,
             Plant and Equipment

           Caltex Group of Companies Combined
             Financial Statements and Schedules                  C-1 to C-21
     
          The Combined Financial Statements and Schedules of the Caltex Group
          of Companies are filed as part of this report and follow the
          Five-Year Financial Summary (page FS-36). All other schedules are
          omitted because they are not applicable or the required information
          is included in the consolidated financial statements or notes
          thereto.

      (3) EXHIBITS:

          The Exhibit Index on pages 33 and 34 of this Annual Report on Form
          10-K lists the exhibits that are filed as part of this report.

 (b) REPORTS ON FORM 8-K:

          The company filed no reports on Form 8-K during the fourth quarter
          of 1993 and through March 30, 1994.

                                    - 31 -


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 30th day
of March 1994.

                                       Chevron Corporation


                                       By           KENNETH T. DERR*
                                         ------------------------------------
                                       Kenneth T. Derr, Chairman of the Board


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 30th day of March 1994.


PRINCIPAL EXECUTIVE OFFICERS           DIRECTORS
(AND DIRECTORS)


          KENNETH T. DERR*                       SAMUEL H. ARMACOST*
- -------------------------------------  --------------------------------------
          Kenneth T. Derr,                       Samuel H. Armacost
       Chairman of the Board


         J. DENNIS BONNEY*                       WILLIAM E. CRAIN*
- -------------------------------------  --------------------------------------
         J. Dennis Bonney,                       William E. Crain
    Vice-Chairman of the Board


        JAMES N. SULLIVAN*                           SAM GINN*
- -------------------------------------  --------------------------------------
        James N. Sullivan,                           Sam Ginn
    Vice-Chairman of the Board

                                                  CONDOLEEZZA RICE*
                                       --------------------------------------
PRINCIPAL FINANCIAL OFFICER                       Condoleezza Rice


        MARTIN R. KLITTEN*                       S. BRUCE SMART, JR.*
- -------------------------------------  --------------------------------------
        Martin R. Klitten,                       S. Bruce Smart, Jr.
      Vice-President, Finance

                                                   JOHN A. YOUNG*
                                       --------------------------------------
                                                   John A. Young
PRINCIPAL ACCOUNTING OFFICER

        DONALD G. HENDERSON*                   GEORGE H. WEYERHAEUSER*
- -------------------------------------  --------------------------------------
        Donald G. Henderson,                   George H. Weyerhaeuser
   Vice-President and Comptroller


*By:       MALCOLM J. McAULEY        
     --------------------------------
           Malcolm J. McAuley,       
            Attorney-in-Fact

                                   - 32 -


                                EXHIBIT INDEX
EXHIBIT
  NO.                                DESCRIPTION
- -------  --------------------------------------------------------------------
   3.1   Restated Certificate of Incorporation of Chevron Corporation, dated
         November 23, 1988, filed as Exhibit 3.1 to Chevron Corporation's
         Annual Report on Form 10-K for 1989, and incorporated herein by
         reference.

   3.2   By-Laws of Chevron Corporation, as amended December 7, 1989,
         including provisions giving attorneys-in-fact authority to sign on
         behalf of officers of the corporation, filed as Exhibit 3.2 to
         Chevron Corporation's Annual Report on Form 10-K for 1989, and
         incorporated herein by reference.

   4.1   Rights Agreement dated as of November 22, 1988 between Chevron
         Corporation and Manufacturers Hanover Trust Company of California,
         as Rights Agent, filed as Exhibit 4.0 to Chevron Corporation's
         Current Report on Form 8-K dated November 22, 1988, and incorporated
         herein by reference.

   4.2   Amendment No. 1 dated as of December 7, 1989 to Rights Agreement
         dated as of November 22, 1988 between Chevron Corporation and
         Manufacturers Hanover Trust Company of California, as Rights Agent,
         filed as Exhibit 4.0 to Chevron Corporation's Current Report on Form
         8-K dated December 7, 1989, and incorporated herein by reference.

         Pursuant to the Instructions to Exhibits, certain instruments
         defining the rights of holders of long-term debt securities of the
         corporation and its consolidated subsidiaries are not filed because
         the total amount of securities authorized under any such instrument
         does not exceed 10 percent of the total assets of the corporation
         and its subsidiaries on a consolidated basis. A copy of such
         instrument will be furnished to the Commission upon request.

  10.1   Management Incentive Plan of Chevron Corporation, as amended and
         restated effective January 1, 1990, filed as Exhibit 10.1 to Chevron
         Corporation's Annual Report on Form 10-K for 1990, and incorporated
         herein by reference.

  10.2   Management Contingent Incentive Plan of Chevron Corporation, as
         amended May 2, 1989, filed as Exhibit 10.2 to Chevron Corporation's
         Annual Report on Form 10-K for 1989, and incorporated herein by
         reference.

  10.3   Chevron Corporation Excess Benefit Plan, amended and restated as of
         July 1, 1990, filed as Exhibit 10.3 to Chevron Corporation's Annual
         Report on Form 10-K for 1990, and incorporated herein by reference.

  10.4   Supplemental Pension Plan of Gulf Oil Corporation, amended as of
         June 30, 1986, filed as Exhibit 10.4 to Chevron Corporation's Annual
         Report on Form 10-K for 1986 and incorporated herein by reference.

  10.5   Chevron Restricted Stock Plan for Non-Employee Directors, as amended
         and restated effective January 29, 1992, filed as Appendix A to
         Chevron Corporation's Notice of Annual Meeting of Stockholders and
         Proxy Statement dated March 16, 1992, and incorporated herein by
         reference.

  10.6   Chevron Corporation Long-Term Incentive Plan, filed as Appendix A to
         Chevron Corporation's Notice of Annual Meeting of Stockholders and
         Proxy Statement dated March 19, 1990, and incorporated herein by
         reference.

  12.1   Definitions of Selected Financial Terms (page 38).

  12.2   Computation of Ratio of Earnings to Fixed Charges (page 39).

  22.1   Subsidiaries of Chevron Corporation (page 40).

  24.1   Consent of Price Waterhouse (page 35).

  24.2   Consent of KPMG Peat Marwick (page C-5 of financial statements for
         the Caltex Group of Companies).


                                   - 33 -


                                EXHIBIT INDEX
                                 (continued)

EXHIBIT
  NO.                                DESCRIPTION
- -------  --------------------------------------------------------------------
  25.1   Powers of Attorney for directors and certain officers of Chevron
         Corporation, authorizing, among other things, the signing of reports
         on their behalf, filed as Exhibit 25.1 to Chevron Corporation's
         Annual Report on Form 10-K for 1988 and incorporated herein by
         reference.

  25.2   Power of Attorney for a certain director of Chevron Corporation,
         authorizing, among other things, the signing of reports on his
         behalf, filed as Exhibit 25 to Chevron Corporation's Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1989, and
         incorporated herein by reference.

  25.3   Power of Attorney for a certain officer of Chevron Corporation,
         authorizing, among other things, the signing of reports on his
         behalf, filed as Exhibit 25.3 to Chevron Corporation's Annual Report
         on Form 10-K for 1989 and incorporated herein by reference.

  25.4   Power of Attorney for a certain director of Chevron Corporation,
         authorizing, among other things, the signing of reports on her
         behalf, filed as Exhibit 25 to Chevron Corporation's Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1991, and
         incorporated herein by reference.

  25.5   Power of Attorney for a certain director of Chevron Corporation,
         authorizing, among other things, the signing of reports on her
         behalf, filed as Exhibit 25 to Chevron Corporation's Quarterly
         Report on Form 10-Q for the quarter ended March 31, 1993, and
         incorporated herein by reference.

Copies of above exhibits not contained herein are available, at a fee of $2
per document, to any security holder upon written request to the Secretary's
Department, Chevron Corporation, 225 Bush Street, San Francisco, California
94104.

                                 - 34 -


                   REPORT OF INDEPENDENT ACCOUNTANTS ON

                      FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of Chevron Corporation

Our audits of the consolidated financial statements referred to in our report
dated February 25, 1994 appearing on page FS-13 of this Annual Report on Form
10-K also included an audit of the Financial Statement Schedules listed in
Item 14(a) of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.


                                              PRICE WATERHOUSE


San Francisco, California
February 25, 1994



                    CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (No. 2-98466)
and Form S-8 (Nos. 33-3899, 33-34039 and 33-35283) of Chevron Corporation,
and to the incorporation by reference in the Prospectus constituting part of
the Registration Statement on Form S-3 (No. 33-14307) of Chevron Capital
U.S.A. Inc. and Chevron Corporation, and to the incorporation by reference in
the Registration Statement on Form S-3 (No. 33-58838) of Chevron Canada
Finance Limited and Chevron Corporation, and to the incorporation by
reference in the Prospectus constituting part of the Registration Statement
on Form S-8 (No. 2-90907) of Caltex Petroleum Corporation of our report dated
February 25, 1994 appearing on page FS-13 of this Annual Report on Form 10-K.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedules which appears above.



                                              PRICE WATERHOUSE

San Francisco, California
March 30, 1994

                                  - 35 -



SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (INCLUDING CAPITAL LEASES)
(Millions of Dollars)

OTHER BALANCE AT CHANGES BALANCE AT BEGINNING ADDITIONS (1) ADD END OF CLASSIFICATION OF PROPERTY OF PERIOD AT COST (RETIREMENTS) (DEDUCT) (2) PERIOD - ----------------------------- ---------- ------------- ------------- ------------ ---------- --------------------------------1993------------------------------ Petroleum Exploration and Production (3) $25,599 $1,677 $ (948) $ 9 $26,337 Refining, Marketing & Transportation 13,129 1,179 (1,272) 42 13,078 Chemicals 2,083 198 (57) (12) 2,212 Coal and Other Minerals 847 35 (22) - 860 Corporate and Other 2,352 96 (83) (45) 2,320 ------- ------ ------- ----- ------- Total $44,010 $3,185 $(2,382) $ (6) $44,807 ======= ====== ======= ===== ======= -------------------------------1992---------------------------- Petroleum Exploration and Production (3) $27,800 $1,609 $(3,824) $ 14 $25,599 Refining, Marketing & Transportation 12,241 1,284 (361) (35) 13,129 Chemicals 2,132 208 (277) 20 2,083 Coal and Other Minerals 839 59 (51) - 847 Corporate and Other 2,256 209 (114) 1 2,352 ------- ------ ------- ----- ------- Total $45,268 $3,369 $(4,627) $ - $44,010 ======= ====== ======= ===== ======= -------------------------------1991---------------------------- Petroleum Exploration and Production (3) $27,918 $1,761 $(1,878) $ (1) $27,800 Refining, Marketing & Transportation 11,234 1,439 (432) - 12,241 Chemicals 1,973 205 (36) (10) 2,132 Coal and Other Minerals 1,050 82 (294) 1 839 Corporate and Other 2,133 178 (64) 9 2,256 ------- ------ ------- ----- ------- Total $44,308 $3,665 $(2,704) $ (1) $45,268 ======= ====== ======= ===== ======= NOTES: (1) Additions are reported net of the write-off of prior years' exploratory wells, which were $29, $57 and $35 in 1993, 1992 and 1991, respectively. (2) Includes inter-functional transfers in all years. (3) Includes investment in unproved oil and gas properties.
- 36 - SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (INCLUDING CAPITAL LEASES) (1) (Millions of Dollars)
ACCUMULATED DEPRECIATION, DEPRECIATION, OTHER DEPLETION AND AMORTIZATION BALANCE AT DEPLETION AND CHANGES BALANCE AT FOR CLASSIFICATIONS OF BEGINNING AMORTIZATION ADD END OF PROPERTY LISTED IN SCHEDULE V OF PERIOD EXPENSE (RETIREMENTS) (DEDUCT) (2) PERIOD - ----------------------------- ---------- ------------- ------------- ------------ ---------- ----------------------------- 1993 ------------------------------- Petroleum Exploration and Production $14,916 $1,583 $ (709) $ 5 $15,795 Refining, Marketing & Transportation 5,126 566 (501) 14 5,205 Chemicals 722 149 (32) - 839 Coal and Other Minerals 329 54 (21) - 362 Corporate and Other 729 100 (68) (20) 741 ------- ------ ------- ----- ------- Total $21,822 $2,452 $(1,331) $ (1) $22,942 ======= ====== ======= ===== ======= ----------------------------- 1992 ------------------------------ Petroleum Exploration and Production $15,854 $1,760 $(2,705) $7 $14,916 Refining, Marketing & Transportation 4,826 527 (211) (16) 5,126 Chemicals 763 145 (196) 10 722 Coal and Other Minerals 315 50 (36) - 329 Corporate and Other 660 112 (42) (1) 729 ------- ------ ------- ----- ------- Total $22,418 $2,594 $(3,190) $ - $21,822 ======= ====== ======= ===== ======= ----------------------------- 1991 ------------------------------ Petroleum Exploration and Production $15,358 $1,840 $(1,342) $ (2) $15,854 Refining, Marketing & Transportation 4,603 466 (249) 6 4,826 Chemicals 656 141 (24) (10) 763 Coal and Other Minerals 398 55 (138) - 315 Corporate and Other 567 114 (27) 6 660 ------- ------ ------- ----- ------- Total $21,582 $2,616 $(1,780) $ - $22,418 ======= ====== ======= ===== ======= NOTES: (1) Depreciation, depletion and amortization methods are disclosed in Note 1 to the Consolidated Financial Statements appearing on pages FS-18 to FS-19 of this Annual Report on Form 10-K. (2) Includes inter-functional transfers in all years.
- 37 - EXHIBIT 12.1 DEFINITIONS OF SELECTED FINANCIAL TERMS RETURN ON AVERAGE STOCKHOLDERS' EQUITY Net income divided by average stockholders' equity. Average stockholders' equity is computed by averaging the sum of the beginning of year and end of year balances. RETURN ON AVERAGE CAPITAL EMPLOYED Net income plus after-tax interest expense divided by average capital employed. Capital employed is stockholders' equity plus short-term debt plus long-term debt plus capital lease obligations plus minority interests. Average capital employed is computed by averaging the sum of capital employed at the beginning of the year and at the end of the year. TOTAL DEBT-TO-TOTAL DEBT PLUS EQUITY RATIO Total debt, including capital lease obligations, divided by total debt plus stockholders' equity. CURRENT RATIO Current assets divided by current liabilities. INTEREST COVERAGE RATIO Income before income tax expense and cumulative effect of change in accounting principle, plus interest and debt expense and amortization of capitalized interest, divided by before-tax interest costs. - 38 - EXHIBIT 12.2 CHEVRON CORPORATION - TOTAL ENTERPRISE BASIS COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in Millions) Year Ended December 31, ------------------------------------------ 1993 1992(1) 1991 1990 1989 ------ ------ ------ ------ ------ Net Income before Cumulative Effect of Changes in Accounting Principles $1,265 $2,210 $1,293 $2,157 $ 251 Income Tax Expense 1,389 1,508 1,302 2,387 1,322 Distributions Greater Than (Less Than) Equity in Earnings of Less Than 50% Owned Affiliates 6 (9) (20) (6) (9) Minority Interest (2) 2 2 6 3 Previously Capitalized Interest Charged to Earnings During Period 20 18 17 15 15 Interest and Debt Expense 390 490 585 707 718 Interest Portion of Rentals (2) 169 152 153 163 118 ------ ------ ------ ------ ------ EARNINGS BEFORE PROVISION FOR TAXES AND FIXED CHARGES $3,237 $4,371 $3,332 $5,429 $2,418 ====== ====== ====== ====== ====== Interest and Debt Expense $ 390 $ 490 $ 585 $ 707 $ 718 Interest Portion of Rentals (2) 169 152 153 163 118 Capitalized Interest 60 46 30 24 42 ------ ------ ------ ------ ------ TOTAL FIXED CHARGES $ 619 $ 688 $ 768 $ 894 $ 878 ====== ====== ====== ====== ====== - ---------------------------------------------------------------------------- RATIO OF EARNINGS TO FIXED CHARGES 5.23 6.35 4.34 6.07 2.75 - ---------------------------------------------------------------------------- (1) The information for 1992 reflects the company's adoption of the Financial Accounting Standards Board Statements No. 106, "Employers' Accounting for Postretirement Benefits Other than pensions" and No. 109, "Accounting for Income Taxes," effective January 1, 1992. (2) Calculated as one-third of rentals. - 39 - EXHIBIT 22.1 SUBSIDIARIES OF CHEVRON CORPORATION* Name of Subsidiary State or Country (Reported by Principal Area of Operation) in Which Organized - ----------------------------------------- ------------------ UNITED STATES Chevron U.S.A. Inc. Pennsylvania Principal Divisions: Chevron U.S.A. Production Company Chevron U.S.A. Products Company Warren Petroleum Company Chevron Capital U.S.A. Inc. Delaware Chevron Chemical Company Delaware Chevron Investment Management Company Delaware Chevron Land and Development Company Delaware Chevron Oil Finance Company Delaware Chevron Pipe Line Company Delaware Huntington Beach Company California The Pittsburg & Midway Coal Mining Co. Missouri INTERNATIONAL Bermaco Insurance Company Limited Bermuda Cabinda Gulf Oil Company Limited Bermuda Chevron Asiatic Limited Delaware Chevron Canada Limited Canada Chevron Canada Enterprises Limited Canada Chevron Canada Resources Canada Chevron International Limited Liberia Chevron International Oil Company, Inc. Delaware Chevron Niugini Pty. Limited Papua New Guinea Chevron Overseas Petroleum Inc. Delaware Chevron Standard Limited Delaware Chevron U.K. Limited United Kingdom Chevron Transport Corporation Liberia Chevron Nigeria Limited Nigeria Gulf Oil (Great Britain) Limited United Kingdom Insco Limited Bermuda Transocean Chevron Company Delaware *All of the subsidiaries in the above list are wholly owned, either directly or indirectly, by Chevron Corporation. Certain subsidiaries are not listed since, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary at December 31, 1993. - 40 - INDEX TO MANAGEMENT'S DISCUSSION AND ANALYSIS, CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PAGE(S) -------------- Management's Discussion and Analysis . . . . . . . . . . . . . FS-1 to FS-12 Quarterly Results and Stock Market Data . . . . . . . . . . . FS-12 Report of Management . . . . . . . . . . . . . . . . . . . . . FS-13 Report of Independent Accountants . . . . . . . . . . . . . . FS-13 Consolidated Statement of Income . . . . . . . . . . . . . . . FS-14 Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . FS-15 Consolidated Statement of Cash Flows . . . . . . . . . . . . . FS-16 Consolidated Statement of Stockholder's Equity . . . . . . . . FS-17 Notes to Consolidated Financial Statements . . . . . . . . . . FS-18 to FS-29 Supplemental Information on Oil and Gas Producing Activities . FS-30 to FS-35 Five-Year Financial Summary . . . . . . . . . . . . . . . . . FS-36 - 41 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS KEY FINANCIAL RESULTS Millions of dollars, except per-share amounts 1993 1992 1991 - ----------------------------------------------------------------------------- Sales and Other Operating Revenues $36,191 $38,212 $38,118 Income Before Cumulative Effect of Changes in Accounting Principles $ 1,265 $ 2,210 $ 1,293 Cumulative Effect of Changes in Accounting Principles - $ (641) - Net Income $ 1,265 $ 1,569 $ 1,293 Special (Charges) Credits Included in Income* $ (883) $ 651 $ (66) Per Share: Income Before Cumulative Effect of Changes in Accounting Principles $ 3.89 $ 6.52 $ 3.69 Net Income $ 3.89 $ 4.63 $ 3.69 Dividends $ 3.50 $ 3.30 $ 3.25 ============================================================================= *Before cumulative effect of changes in accounting principles Chevron's worldwide net income for 1993 was $1.265 billion, down 19 and 2 percent from 1992 and 1991, respectively. However, special items in all years and the cumulative effect of adopting two new accounting standards in 1992 affected the comparability of the company's reported results. Special items, after related tax effects, decreased 1993 earnings $883 million, increased 1992 earnings $651 million and decreased 1991 earnings $66 million. Also, the cumulative effect of adopting the two new accounting standards reduced 1992 earnings $641 million. Excluding the effects of special items and the accounting changes, 1993 earnings of $2.148 billion were up 38 percent from $1.559 billion in 1992 and increased 58 percent from $1.359 billion in 1991. OPERATING ENVIRONMENT AND OUTLOOK. Crude oil prices began trending downward at midyear. The decline accelerated during the last two months of 1993, with prices reaching their lowest level in over five years by year-end. During the year, Chevron's posted price for West Texas Intermediate (WTI), a benchmark crude, declined $5.50 per barrel to $13.25 at year-end 1993. Worldwide demand for crude oil has been dampened by the weak global economy; production in the non-OPEC countries has increased, particularly in the North Sea; and the OPEC producers have not adjusted their production levels accordingly. On the other hand, natural gas prices in the United States remained strong in 1993, with the company's average realization of $1.99 per thousand cubic feet nearly 30 cents higher than in 1992. For most of 1993, refined product prices did not decline as quickly as crude oil prices, resulting in strong worldwide sales margins. However, late in the year, the decline accelerated in the United States and product prices have remained at lower levels into early 1994. Economic indicators show evidence that the U.S. economy is improving; however, recessionary conditions continue in other major countries. Bitter cold weather in the U.S. Midwest and East strengthened crude oil prices somewhat in early 1994 but by February 25 Chevron's posted price for WTI had fallen back to the year-end 1993 level. Natural gas prices remained firm, with average U.S. natural gas realizations in January 1994 of $2.03 per thousand cubic feet. If both crude oil and refined product prices continue at their low levels, the company's earnings from ongoing operations may be negatively affected. Widely fluctuating prices have become characteristic of the petroleum industry for the past several years. The company has made significant progress in streamlining its businesses and reducing costs in recent years and believes it has improved its ability to operate more competitively and profitably. YEAR-END 1993 MARKED THE END OF A FIVE-YEAR PERIOD, FOR WHICH AGGRESSIVE MANAGEMENT PERFORMANCE OBJECTIVES HAD BEEN SET IN EARLY 1989. The company declared its mission was to provide superior financial results for the company's stockholders. The objective was set to have a higher total stockholder return - stock appreciation plus reinvested dividends - than five other major U.S. oil companies against which the company measures its performance. To achieve this, the company embarked upon an aggressive program to restructure its businesses, improve management decision making and accountability, shed marginal and non-core assets, reduce operating costs, improve work processes, and through selective investments, position the company for long-term growth. Over the 1989-1993 period, Chevron's total annual stockholder return averaged 18.9 percent, the best among its peer group. The company disposed of marginal and non-core assets, generating almost $4 billion in cash proceeds during this period, and reduced its annual cost structure by about $1 billion in 1993 from FS-1 1991 levels. Using the company's method of measuring cost performance, costs were reduced from $7.45 per barrel in 1991 to $6.51 in 1993, a reduction of $.94 per barrel, or nearly 13 percent. IN EARLY 1994, THE COMPANY ANNOUNCED A NEW FIVE-YEAR GOAL OF MAINTAINING ITS POSITION AS THE NO. 1 MAJOR U.S. OIL COMPANY IN TOTAL STOCKHOLDER RETURN. Key elements include targeting a further $.25 per barrel reduction in operating and administrative costs by the end of 1994; attaining a 12 percent return on capital employed, after adjusting for special items; and pursuing growth opportunities - particularly in international exploration and production and, through its Caltex affiliate, in refining and marketing activities in the fast growing Asia-Pacific region. UNITED STATES REFINING AND MARKETING DEVELOPMENTS. The company announced a major restructuring of its U.S. refining and marketing business in May 1993. The company's refineries at Port Arthur, Texas, and Philadelphia, Pennsylvania, will be sold and investments in retail marketing activities in the East will be concentrated in the Gulf Coast states. As a result, the company's U.S. refining capacity will decrease about 350,000 barrels per day, or 25 percent, and U.S. refined product sales volumes may decline about 250,000 barrels per day, or about 17 percent from 1993 volumes. However, the new refining organization, while smaller, is expected to be more efficient, with improved cash flow and return on capital employed. It will also eliminate the large capital investments that would have been required for these facilities under the Clean Air Act and other environmental regulations. A provision of $543 million was recorded for the financial effects of the restructuring. In late February 1994, the company signed a letter of intent to sell the Philadelphia refinery to Sun Company, Inc. While negotiations for the refinery sales are ongoing, it is expected that the reserve will be sufficient to complete the restructuring. UNITED STATES EXPLORATION AND PRODUCTION DEVELOPMENTS. The interim tankering permit issued by the California Coastal Commission required the Point Arguello partners to have signed an agreement by February 1, 1994 that would allow a pipeline developer to secure financing for construction of a pipeline to the Los Angeles area. Because of ongoing negotiations, the deadline was not met and tankering was suspended. With tankering, the project had been producing over 80,000 barrels per day. The partners have thus far maintained production volumes by routing the oil to alternate markets, pending resolution of the negotiations and resumption of tankering. Chevron is operator and owns approximately 25 percent of the project. INTERNATIONAL EXPLORATION AND PRODUCTION DEVELOPMENTS. Tengizchevroil (TCO), the company's joint venture with the Republic of Kazakhstan to develop the Tengiz and Korolev oil fields on the northeastern coast of the Caspian Sea, began operations in April 1993. The oil is being exported into world markets under a transportation/exchange agreement with Russia, whereby TCO receives and exports crude oil from Russia in exchange for providing Russia with comparable amounts of Tengiz crude. Natural gas, natural gas liquids and sulfur are being sold into local markets. Upon formation of the joint venture, Chevron's net proved reserves of crude oil and natural gas liquids increased 1.1 billion barrels and net proved reserves of natural gas increased 1.5 trillion cubic feet, representing the company's share of TCO's current net proved reserves. Crude oil production capacity is 65,000 barrels per day; however, because of pipeline transportation constraints, production has averaged approximately 30,000 barrels per day since April. At year-end 1993, the company's cash investment in TCO was about $220 million. In addition, the company has accrued future field development obligations and amounts payable after completion and demonstrated operability of an export pipeline system. Over the next three to five years, plans call for TCO to spend about $1.5 billion to reach a production capacity of 260,000 barrels per day by the late 1990s. Current capacity is expected to double to 130,000 barrels per day by 1995. The pace of field development from 130,000 to 260,000 barrels per day is dependent on the ability to export the full production capacity. This will ultimately require the construction of an export pipeline system, which is separate from the TCO joint venture's Tengiz development project. Negotiations to agree on terms for a pipeline project have proved to be very difficult, and it is currently impossible to predict the eventual outcome or its impact on the joint venture. In January 1994, production began from the Alba oil field in the United Kingdom North Sea. Chevron is operator and owns one-third of this project. Production should peak at about 70,000 barrels per day later in 1994. FS-2 Chevron has significant oil and gas exploration and production operations in Nigeria and in the Angolan exclave of Cabinda, where its share of net production is about 100,000 barrels of crude oil per day from each of these countries. Angola has experienced civil unrest following its 1992 elections; separately, elements seeking independence of Cabinda from Angola have periodically created civil unrest in the area of the company's operations. Also, the nullification of the Nigerian elections in 1993 has been followed by a period of political uncertainty. To date, none of these events has had a significant impact on the company's operations, but the company is closely monitoring developments. ENVIRONMENTAL MATTERS. Virtually all aspects of the businesses in which the company engages are subject to various federal, state and local environmental, health and safety laws and regulations. These regulatory requirements continue to increase in both number and complexity and govern not only the manner in which the company conducts its operations, but also the products it sells. Most of the costs of complying with myriad laws and regulations pertaining to its operations and products are embedded in the normal costs of conducting its business. Using definitions and guidelines established by the American Petroleum Institute, Chevron estimates its worldwide environmental spending in 1993 was nearly $1.5 billion, of which $675 million were capital expenditures. These amounts do not include non-cash provisions recorded for environmental remediation programs, but include spending charged against such reserves. In addition to the various federal, state and local environmental laws and regulations governing its ongoing operations and products, the company (as well as other companies engaged in the petroleum or chemicals industries) is required to incur expenses for corrective actions at various facilities and waste disposal sites. An obligation to take remedial action may be incurred as a result of the enactment of laws, such as the federal Superfund law, or the issuance of new regulations or as the result of accidental leaks and spills in the ordinary course of business. In addition, an obligation may arise when a facility is closed or sold. Most of the expenditures to fulfill these obligations relate to facilities and sites where past operations followed practices and procedures that were considered acceptable under regulations existing at the time performed, but now will require investigatory and/or remedial work to ensure adequate protection to the environment. During 1993, the company recorded $215 million of before-tax provisions to provide for environmental remediation efforts, including Superfund sites. Actual expenditures charged against these provisions and other previously established reserves amounted to $183 million in 1993. At year-end 1993, the company's environmental remediation reserve was $746 million, including $56 million related to Superfund sites. Receivables of $18 million have been recorded for expected reimbursements of expenditures for environmental cleanup. Under provisions of the Superfund law, the Environmental Protection Agency (EPA), as well as certain state agencies, have designated Chevron a potentially responsible party (PRP) for remediation of a portion of 223 hazardous waste sites. At year-end 1993, the company's cumulative share of costs and settlements for approximately 145 of these sites, for which payments or provisions have been made in 1993 and prior years, was about $89 million, including a provision of $6 million during 1993. For the remaining sites, investigations are not yet at a stage where the company is able to quantify a probable liability or determine a range of possible exposure. The Superfund law provides for joint and several liability. Any future actions by the EPA and other regulatory agencies to require Chevron to assume other responsible parties' costs at designated hazardous waste sites are not expected to have a material effect on the company's consolidated financial position or liquidity. Provisions are recorded for work at identified sites where an assessment or remediation plan has been developed and for which costs can reasonably be estimated. It is likely the company will continue to incur additional charges for environmental programs relating to past operations. These future costs are indeterminable due to such factors as the unknown magnitude of possible contamination, the unknown timing and extent of the corrective actions that may be required, the determination of the company's liability in proportion to other responsible parties and the extent to which such costs are recoverable from insurance or other sources. While the amounts of future costs may be material to the company's results of operations in the period in which they are recognized, the company does not expect these costs to have a material effect on Chevron's consolidated financial position or liquidity. Also, the company does not believe its obligations to make such expenditures have had or will have any significant impact on the company's competitive position relative to other domestic or FS-3 international petroleum or chemicals concerns. Although environmental compliance costs are substantial, the company has no reason to believe they vary significantly from similar costs incurred by other companies engaged in similar businesses in similar areas. The company believes that such costs ultimately are reflected in the petroleum and chemicals industries' prices for products and services. The 1990 amendments to the Clean Air Act will require significant capital expenditures for the industry to meet clean-air regulations. The company's capital expenditures related to air quality were $434 million in 1993. Estimated 1994 total capital environmental expenditures are $686 million, of which $478 million will be spent to meet federal and state clean-air regulations for its products and facilities. This is in addition to the ongoing costs of complying with other environmental regulations. In addition to the reserves for environmental remediation discussed above, the company maintains reserves for dismantlement, abandonment and restoration of its worldwide oil, gas and mineral properties at the end of their productive lives. Most such costs are environmentally related. Provisions are recognized through depreciation expense as the properties are produced. The amount of these reserves at year-end 1993 was about $1.5 billion. For the company's other ongoing operating assets, such as refineries, no provisions are made for exit or cleanup costs that may be required when such assets reach the end of their useful lives. OTHER CONTINGENCIES. At year-end 1993 the company had $222 million of suspended exploratory wells included in properties, plant and equipment. The wells are suspended pending drilling of additional wells to determine if commercially producible quantities of oil or gas reserves are present. The ultimate disposition of these well costs is dependent on the results of this future activity. The company is the subject of various lawsuits and claims and other contingent liabilities. These are discussed in the notes to the accompanying consolidated financial statements. The company believes that the resolution of these matters will not materially affect its financial position or liquidity. NEW ACCOUNTING STANDARDS. In November 1992, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits," which established accounting standards for employers who provide benefits to former or inactive employees after termination but before retirement. In May 1993, the FASB issued SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The company's current accounting practices are substantially in compliance with the new standards. Accordingly, the adoption of these two standards in the first quarter of 1994 will not have a material effect on the company's consolidated financial statements and will not affect its liquidity. SPECIAL ITEMS. Net income is affected by transactions that are unrelated to, or are not representative of, the company's ongoing operations for the periods presented. These transactions, defined by management and designated "special items," can obscure the underlying results of operations for a year as well as affect comparability between years. The adjacent table summarizes the (losses) gains, on an after-tax basis, from special items included in the company's reported net income. Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Asset Dispositions $ 122 $757 $149 Restructurings and Reorganizations (554) (40) (185) Prior-Year Tax Adjustments (130) 72 173 Environmental Remediation Provisions (90) (44) (160) Asset Write-Offs and Revaluations (71) (133) (24) LIFO Inventory (Losses) Gains (46) (26) 16 Other (114) 65 (35) - ----------------------------------------------------------------------------- Total Special Items $(883) $651 $(66) ============================================================================= ASSET DISPOSITIONS in 1993 resulted from the company's continuing program to dispose of marginal and non-strategic assets. The Ortho lawn and garden products business was the major asset sold in 1993, generating a $130 million gain. In addition, oil and gas properties in the United States and Indonesia, undeveloped coal properties in the United States and marketing assets in Central America were sold during the year resulting in a net loss of $8 million. In 1992, assets sold included oil and gas properties in the United States, United Kingdom, Canada and Sudan; a U.S. fertilizer business; and a copper interest in Chile. In addition, the stock of a U.S. oil and gas subsidiary was exchanged with Pennzoil Company for 15,750,000 shares of Chevron stock, a transaction valued at $1.1 billion. The FS-4 combination of these and other smaller sales resulted in after-tax gains of $757 million. In 1991, sales of producing properties in the United States, Oman and Spain; non-producing properties in the United Kingdom; certain U.S. geothermal properties; an agricultural chemicals interest, together with the company's share of the gain on an asset sale by its Caltex affiliate, resulted in net gains of $149 million. RESTRUCTURINGS AND REORGANIZATIONS charges in 1993 amounted to $554 million, primarily the second quarter provision to restructure Chevron's U.S. refining and marketing business. This charge, totaling $543 million, was composed primarily of a write-down of the refineries' facilities and related inventories to their estimated realizable values. Also included in the charges were provisions for environmental site assessments and employee severance. The company has taken into account probable environmental cleanup obligations in estimating the realizable value of the refineries. Responsibility for these obligations will be negotiated with potential buyers. In 1992, Chevron recorded a net charge of $40 million associated with restructuring and work-force reductions - provisions of $105 million for work-force reductions were offset by $65 million of pension settlement gains in connection with the company's enhanced early retirement program. During 1991, charges of $185 million were recorded for the reconfiguration of the Port Arthur refinery and companywide work-force reductions. PRIOR-YEAR TAX ADJUSTMENTS are generally the result of issues in open tax years being settled with taxing authorities or being re-evaluated by the company as a result of new developments. Also, adjustments are required for the effect on deferred income taxes of changes in statutory tax rates. ENVIRONMENTAL REMEDIATION PROVISIONS pertain to estimated future costs for environmental remediation programs at certain of the company's U.S. service stations, marketing terminals, refineries, chemical plants and other locations; divested operations in which Chevron has liability for future remediation costs; and sites, commonly referred to as Superfund sites, for which the company is a PRP. In addition to an amount included in the 1993 restructuring charge discussed above, such provisions amounted to $90 million in 1993, $44 million in 1992 and $160 million in 1991. ASSET WRITE-OFFS AND REVALUATIONS in 1993 comprised certain U.S. refinery assets, U.S. and Canadian production assets, and miscellaneous corporate assets. Asset write-offs in 1992 consisted of a $110 million write-down of the company's Canadian Beaufort Sea properties and a net $23 million charge related to certain U.S. refining, marketing and chemical fertilizer assets. Certain U.S. refinery assets of $24 million were written off in 1991. LIFO INVENTORY GAINS AND LOSSES result from the reduction of inventories in certain inventory pools valued under the Last-In, First-Out (LIFO) accounting method. LIFO losses decreased 1993 net income $46 million and 1992 net income $26 million. However, drawdowns of LIFO-valued inventories increased net income in 1991 by $16 million as low-cost inventories, relative to then-current costs, were liquidated. These amounts include the company's equity share of Caltex LIFO inventory effects. Chevron's consolidated petroleum inventories were 99 million barrels at year-end 1993, 105 million barrels at year-end 1992 and 121 million barrels at year-end 1991. OTHER SPECIAL ITEMS in 1993 included net additions of $70 million to reserves for various litigation and regulatory issues and a one-time cash bonus award to employees totaling $60 million, offset by a favorable inventory adjustment of $16 million. In 1992, insurance recoveries and chemical products licensing agreements of $76 million were partially offset by $11 million of net additions to reserves for various litigation and regulatory issues. In 1991, additions of $35 million were made to litigation and regulatory reserves. RESULTS OF OPERATIONS. Strong worldwide refined product sales margins and higher U.S. natural gas prices mitigated the effects of lower crude oil prices in 1993, but the most important contributor to the company's improved operating performance was the large reduction in its operating and administrative costs. Also, lower interest and exploration expenses helped earnings. Chemicals operations continued at depressed levels. Similar to 1993, the increase in 1992 operating earnings from 1991 levels reflected reduced operating and administrative costs, higher U.S. natural gas prices and improved U.S. refined product sales margins. These benefits were partly offset by lower earnings in international refining and marketing and worldwide chemicals operations as weak global economic conditions held down product prices, shrinking sales margins. FS-5 SALES AND OTHER OPERATING REVENUES were $36.2 billion, down from $38.2 billion in 1992 and $38.1 billion in 1991. Revenues declined from 1992 and 1991 levels primarily due to lower crude oil and refined products prices partly offset by higher natural gas prices. The $.6 billion decline in OTHER INCOME in 1993 was due to lower asset sales gains. OPERATING EXPENSES, adjusted for special items, declined significantly as a result of the company's extensive cost-reduction programs initiated in early 1992. Operating expenses and administrative costs in 1993, adjusted for special items, declined $358 million from 1992. Coupled with the $512 million reduction in 1992 from 1991 levels, the two-year reduction in costs totaled $870 million, an 11 percent decrease from 1991. The company believes it has achieved a significant reduction in its cost structure and that most of the cost savings will be sustainable. Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Reported Operating Expenses* $6,267 $6,145 $6,933 Reported Selling, General and Administrative Expenses 1,530 1,761 1,704 - ----------------------------------------------------------------------------- Total Operational Costs 7,797 7,906 8,637 Eliminate Special Charges Before Tax (531) (282) (501) - ----------------------------------------------------------------------------- Adjusted Ongoing Operational Costs $7,266 $7,624 $8,136 ============================================================================= *Operations are charged at market rates for consumption of the company's own fuel. These "costs" are eliminated in the consolidated financial statements. For cost performance measurement, such costs are included and amounted to $1,017, $1,251 and $1,272 in 1993, 1992 and 1991, respectively. TAXES on income were $1.2 billion in 1993, $1.3 billion in 1992 and $959 million in 1991, equating to effective income tax rates of 47.9 percent, 36.2 percent and 42.6 percent for each of the three years, respectively. The increase in the 1993 tax rate is due primarily to unfavorable prior-year tax adjustments, including an increase in deferred income taxes resulting from the 1 percent increase in the U.S. corporate income tax rate. The lower effective tax rate for 1992 is primarily attributable to a low overall tax cost on property dispositions, primarily the tax-free exchange with Pennzoil. Partially offsetting these effects were lower favorable prior-year tax adjustments in 1992 and proportionately lower equity affiliate income that is recorded on an after-tax basis. The 1991 effective tax rate benefited from favorable prior-year tax adjustments. CURRENCY TRANSACTIONS increased net income $46 million in 1993 and $90 million in 1992 compared with a decrease of $4 million in 1991. These amounts include the company's share of affiliates' currency transactions. The gain on currency transactions in 1993 resulted primarily from fluctuations in the value of Nigerian currency relative to the U.S. dollar. In 1992, gains resulted from fluctuations in currencies in the United Kingdom, Canada, Australia and Nigeria. RESULTS BY MAJOR OPERATING AREAS Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Exploration and Production United States $ 566 $1,043 $ 285 International 580 594 717 - ----------------------------------------------------------------------------- Total Exploration and Production 1,146 1,637 1,002 - ----------------------------------------------------------------------------- Refining, Marketing and Transportation United States (170) 297 (153) International 252 111 486 - ----------------------------------------------------------------------------- Total Refining, Marketing and Transportation 82 408 333 - ----------------------------------------------------------------------------- Total Petroleum 1,228 2,045 1,335 Chemicals 143 89 151 Coal and Other Minerals 44 198 7 Corporate and Other (150) (122) (200) - ----------------------------------------------------------------------------- Income Before Cumulative Effect of Changes in Accounting Principles $1,265 $2,210 $1,293 Cumulative Effect of Changes in Accounting Principles - (641) - - ----------------------------------------------------------------------------- Net Income $1,265 $1,569 $1,293 ============================================================================= FS-6 SPECIAL ITEMS BY MAJOR OPERATING AREAS Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Exploration and Production United States $(136) $413 $(46) International (61) 14 138 - ----------------------------------------------------------------------------- Total Exploration and Production (197) 427 92 - ----------------------------------------------------------------------------- Refining, Marketing and Transportation United States (725) (53) (335) International 1 (3) 133 - ----------------------------------------------------------------------------- Total Refining, Marketing and Transportation (724) (56) (202) - ----------------------------------------------------------------------------- Total Petroleum (921) 371 (110) Chemicals 112 53 34 Coal and Other Minerals - 159 (4) Corporate and Other (74) 68 14 - ----------------------------------------------------------------------------- Total Special Items Included in Net Income $(883) $651 $(66) ============================================================================= U.S. EXPLORATION AND PRODUCTION earnings in 1993, excluding special items, improved 11 percent from 1992 levels and more than doubled from 1991 results. In 1993, the effects of lower average crude oil prices and lower crude oil and natural gas production volumes were more than offset by lower operating expenses and higher natural gas prices. Also, natural gas contract settlements contributed to the earnings improvement. While the company's average crude oil realization declined $1.92 per barrel to $14.58 in 1993, average natural gas prices increased to $1.99 per thousand cubic feet compared with $1.70 for 1992. Because of the company's extensive cost cutting efforts and disposition of higher-cost oil and gas properties, 1993 earnings per equivalent barrel, excluding special items, increased $.18 to $.95. Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Earnings Excluding Special Items $702 $ 630 $331 - ----------------------------------------------------------------------------- Asset Dispositions (54) 419 (49) Prior-Year Tax Adjustments (40) 5 (50) Environmental Remediation Provisions (13) (2) (3) Asset Write-Offs and Revaluations (13) - - Restructurings and Reorganizations (2) (35) - LIFO Inventory Gains 1 5 1 Other (15) 21 55 - ----------------------------------------------------------------------------- Total Special Items (136) 413 (46) - ----------------------------------------------------------------------------- Reported Earnings $566 $1,043 $285 ============================================================================= Cost cutting efforts and higher natural gas prices were also the major factors in 1992's earnings improvement over 1991, offsetting lower crude oil prices and lower production levels. Exploration expense declined over the three-year period, and depreciation expense dropped in line with lower production volumes. Net liquids production for 1993 averaged 394,000 barrels per day, down from 432,000 in 1992 and 454,000 in 1991. Net natural gas production for 1993 was about 2.1 billion cubic feet per day, down from approximately 2.3 billion cubic feet per day in 1992 and 1991. The production declines in liquids and natural gas were due primarily to the disposition of producing properties in late 1992. INTERNATIONAL EXPLORATION AND PRODUCTION earnings, excluding special items, improved 11 percent over the levels of 1992 and 1991 when crude oil prices were much higher. Because of the terms of the operating agreements in some of the countries in which the company produces, fluctuations in crude oil prices have less impact on earnings than in the United States. Contributing factors to the higher 1993 earnings included lower operating expenses, lower exploration expenses and higher production volumes. Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Earnings Excluding Special Items $641 $580 $579 - ----------------------------------------------------------------------------- Prior-Year Tax Adjustments (63) (27) 45 Asset Dispositions 29 166 93 Asset Write-Offs and Revaluations (19) (110) - Restructurings and Reorganizations (2) (9) - LIFO Inventory Losses (1) (1) - Other (5) (5) - - ----------------------------------------------------------------------------- Total Special Items (61) 14 138 - ----------------------------------------------------------------------------- Reported Earnings $580 $594 $717 ============================================================================= FS-7 Both net liquids and natural gas production have increased steadily over the three-year period. Ongoing development projects in Indonesia and West Africa, the mid-1992 start up of production in Papua New Guinea and the second quarter 1993 start up of the Tengiz joint venture all contributed to the increase in net liquids production. Increases in net natural gas production have occurred primarily in Australia's North West Shelf Project and in Canada. Net liquids production in 1993 was 10 percent higher than in 1991, and net natural gas production increased 5 percent over this same three-year period. Foreign currency transaction gains were $57 million in 1993, compared with $80 million in 1992 and $19 million in 1991. SELECTED OPERATING DATA 1993 1992 1991 - ----------------------------------------------------------------------------- U.S. EXPLORATION AND PRODUCTION Net Crude Oil and Natural Gas Liquids Production (MBPD) 394 432 454 Net Natural Gas Production (MMCFPD) 2,056 2,313 2,359 Natural Gas Liquids Sales (MBPD) 211 194 175 Revenues from Net Production Crude Oil ($/bbl.) $14.58 $16.50 $17.10 Natural Gas ($/MCF) $ 1.99 $ 1.70 $ 1.53 INTERNATIONAL EXPLORATION AND PRODUCTION (1) Net Crude Oil and Natural Gas Liquids Production (MBPD) 556 512 504 Net Natural Gas Production (MMCFPD) 469 463 447 Natural Gas Liquids Sales (MBPD) 37 33 29 Revenues from Liftings Liquids ($/bbl.) $16.09 $17.93 $18.36 Natural Gas ($/MCF) $ 2.08 $ 2.07 $ 2.28 U.S. REFINING AND MARKETING Gasoline Sales (MBPD) 652 646 632 Other Refined Product Sales (MBPD) 771 824 812 Refinery Input (MBPD) 1,307 1,311 1,278 Average Refined Product Sales Price ($/bbl.) $25.35 $25.96 $26.40 INTERNATIONAL REFINING AND MARKETING (1) Refined Product Sales (MBPD) 923 859 823 Refinery Input (MBPD) 598 543 517 CHEMICALS SALES AND OTHER OPERATING REVENUES (2) United States $2,694 $2,929 $3,217 International 602 566 550 -------------------------------- Worldwide $3,296 $3,495 $3,767 ============================================================================= (1) Includes equity in affiliates for all years. Per unit revenues from net production for 1992 and 1991 have been restated to include equity affiliates. Refinery input in 1993 includes South Africa, where local government restrictions prohibited this disclosure in 1992 and prior years. (2) Millions of dollars. Includes sales to other Chevron companies. MBPD=thousands of barrels per day; MMCFPD=millions of cubic feet per day; bbl.=barrel; MCF=thousands of cubic feet U.S. REFINING AND MARKETING earnings, excluding special items, improved 59 percent from 1992 levels and more than tripled from 1991 results when weak demand and ample supplies depressed refined products margins. Although average product prices in 1993 declined from the prior year, lower crude oil prices, lower operating costs and stronger markets resulted in higher average sales margins compared with 1992. Late in 1993, margins declined somewhat as product prices fell faster than crude oil prices. Total product sales volumes declined 3 percent from 1992's level, although sales of higher-valued motor fuels increased about 1 percent. FS-8 Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Earnings Excluding Special Items $ 555 $350 $ 182 - ----------------------------------------------------------------------------- Restructurings and Reorganizations (543) (1) (83) Environmental Remediation Provisions (77) (42) (157) LIFO Inventory (Losses) Gains (44) (22) 10 Prior-Year Tax Adjustments (38) 7 (33) Asset Write-Offs and Revaluations (25) (31) (24) Asset Dispositions (1) - - Other 3 36 (48) - ----------------------------------------------------------------------------- Total Special Items (725) (53) (335) - ----------------------------------------------------------------------------- Reported Earnings $(170) $297 $(153) ============================================================================= Industry conditions and operating problems that plagued the company's U.S. refining and marketing business in 1991 largely turned around in 1992. Cost-cutting programs, operating efficiencies generated by downsizing the Port Arthur refinery and improved operations at other refineries all contributed to the improved earnings in 1992. Sales of refined products increased 2 percent over 1991 levels. Refinery operating problems in 1991 reduced product yields while increasing maintenance costs and the requirement for outside product purchases. INTERNATIONAL REFINING AND MARKETING earnings include international marine results and equity earnings of the company's Caltex Petroleum Corporation affiliate. Excluding special items, 1993 earnings more than doubled from the weak level of 1992, but were still below 1991's strong results. Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Earnings Excluding Special Items $251 $114 $353 - ----------------------------------------------------------------------------- Asset Dispositions 13 - 59 Prior-Year Tax Adjustments (4) 7 76 LIFO Inventory Losses (3) (9) (2) Asset Write-Offs and Revaluations (1) - - Restructurings and Reorganizations (1) (1) - Other (3) - - - ----------------------------------------------------------------------------- Total Special Items 1 (3) 133 - ----------------------------------------------------------------------------- Reported Earnings $252 $111 $486 - ----------------------------------------------------------------------------- International downstream operations improved significantly as product sales margins recovered from the prior year's weak levels in all the company's marketing areas - Canada, the United Kingdom and in the Caltex areas of operations, especially South Africa and Singapore. Lower crude oil and operating costs coupled with stronger markets boosted sales margins in 1993. Also, the company's international trading results improved significantly. Equity earnings of Caltex were $227 million, $180 million and $259 million for 1993, 1992, and 1991, respectively. In 1993, earnings were reduced $52 million for Chevron's share of Caltex ongoing adjustments to the carrying value of its petroleum inventories to reflect market values; earnings in 1991 included a special gain of $59 million from an asset sale. Total refined product sales volumes increased 7 percent from 1992 and 12 percent from 1991. Caltex volumes increased 6 percent in each year, continuing its average annual 6 percent growth of the past several years. Earnings in 1992 fell from 1991 levels as weak global economic conditions held down product prices, shrinking sales margins in all the company's areas of operations. In 1991, operating earnings benefited from strong sales margins, particularly in the first quarter of that year when product prices did not fall as quickly as crude oil prices in the aftermath of the Persian Gulf War. CHEMICALS earnings, excluding special items, fell 14 percent from 1992 levels and 74 percent from 1991 results. Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Earnings Excluding Special Items $ 31 $36 $117 - ----------------------------------------------------------------------------- Asset Dispositions 130 13 27 Prior-Year Tax Adjustments (5) (2) - Restructurings and Reorganizations (5) (1) - LIFO Inventory Gains 1 1 7 Asset Write-Offs and Revaluations - 8 - Other (9) 34 - - ----------------------------------------------------------------------------- Total Special Items 112 53 34 - ----------------------------------------------------------------------------- Reported Earnings $143 $89 $151 - ----------------------------------------------------------------------------- Results in the company's chemicals business reflected the continued depressed state of the commodity chemicals industry. The industry has suffered several years of depressed prices and demand due to overcapacity coupled with weak worldwide economies. In early 1994, the company announced additional measures to improve profitability and competitiveness of its chemicals business, including work-force reductions, cost reductions and reorganizations. Provisions for the expected cost of these measures were recorded in 1993. FS-9 In 1992, in addition to industry conditions, plant shutdowns for maintenance and Hurricane Andrew also contributed to the earnings decline from 1991. Foreign currency transactions, mainly related to Brazil, resulted in losses of $10 million in 1993 and 1992 compared with losses of $6 million in 1991. COAL AND OTHER MINERALS earnings, excluding special items, improved 13 percent from 1992 levels and quadrupled from 1991 results. Operationally, a decline in coal earnings for 1993 was more than offset by lower non-coal exploration expenses, due to prior-year property dispositions. Annual coal sales in 1993 exceeded 20 million tons for the first time, but margins declined on lower prices. Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Earnings Excluding Special Items $44 $ 39 $11 - ----------------------------------------------------------------------------- Asset Dispositions 5 159 19 Prior-Year Tax Adjustments (2) - (4) Other (3) - (19) - ----------------------------------------------------------------------------- Total Special Items - 159 (4) - ----------------------------------------------------------------------------- Reported Earnings $44 $198 $ 7 ============================================================================= Operating earnings in 1992 were up more than threefold from 1991 levels, primarily from higher coal production that increased 10 percent over the prior year. Additionally, expenses in non-coal minerals operations were lower as the company continued its withdrawal from those businesses. The pending sale of lead and zinc deposits in Ireland is expected to be completed in 1994. The sale will result in a gain. CORPORATE AND OTHER activities include interest expense, interest income on cash and marketable securities, real estate and insurance operations, and other activities of a corporate nature not allocated to the business segments. Excluding the effects of special items, the lower costs in 1993 and 1992 primarily reflected the continued decline in interest expense, due to lower average interest rates and, in 1993, lower average debt levels. Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Results Excluding Special Items $ (76) $(190) $(214) - ----------------------------------------------------------------------------- Prior-Year Tax Adjustments 22 82 139 Asset Write-offs and Revaluations (13) - - Restructurings and Reorganizations (1) 7 (102) Other (82) (21) (23) - ----------------------------------------------------------------------------- Total Special Items (74) 68 14 - ----------------------------------------------------------------------------- Reported Earnings $(150) $(122) $(200) ============================================================================= Reported earnings in 1992 and 1991 included provisions of $41 million and $102 million for a companywide, voluntary enhanced early retirement program. In 1992, $65 million of pension settlement gains were recognized in connection with the program. These amounts were considered to be corporate items not properly allocable to the company's business segments. LIQUIDITY AND CAPITAL RESOURCES. Cash, cash equivalents and marketable securities increased $321 million to $2.0 billion at year-end 1993. Cash provided by operating activities increased $307 million in 1993 to $4.2 billion, compared with $3.9 billion in 1992 and $3.3 billion in 1991. The 1993 increase reflects higher operational earnings, adjusted for non-cash charges, and decreased working capital requirements. Cash from operations and proceeds from asset sales were used to fund the company's capital expenditures, dividend payments to stockholders and retirement of debt. AT YEAR-END 1993, THE COMPANY CLASSIFIED $1.9 BILLION OF SHORT-TERM OBLIGATIONS AS LONG-TERM DEBT. Settlement of these obligations, primarily commercial paper, is not expected to require the use of working capital in 1994 because the company has the intent and the ability to refinance them on a long-term basis. Commercial paper not reclassified to long-term debt also is intended to be reissued continuously or refinanced on a long-term basis. ON DECEMBER 31, 1993, CHEVRON HAD $3.6 BILLION IN COMMITTED CREDIT FACILITIES WITH VARIOUS MAJOR BANKS. These facilities support commercial paper borrowing and also can be used for general credit requirements. No borrowings were outstanding under these facilities during the year or at year-end 1993. FS-10 Chevron and one of its subsidiaries each have existing "shelf" registrations on file with the Securities and Exchange Commission that would permit registered offerings of up to approximately $1.05 billion of debt securities. DURING 1993, THE COMPANY PREPAID TWO FIXED-TERM U.S. PUBLIC DEBT ISSUES TOTALING $600 MILLION. In early 1994, an additional $200 million of fixed-term U.S. public debt was called for early repayment. The debt issues were refinanced with short-term commercial paper. The company has pursued an aggressive debt management strategy focused on short-term and variable-rate financing. This strategy, together with the general decline in interest rates, has reduced the company's annual average before-tax interest rate from 7.6 percent in 1991, to 5.7 percent in 1992 and to 4.6 percent in 1993. The variable-rate component of total debt was 68 percent at the end of 1993. Chevron's total debt was $7.538 billion at year-end 1993, down $303 million from $7.841 billion at year-end 1992. THE COMPANY'S FUTURE DEBT LEVEL IS PRIMARILY DEPENDENT ON ITS CAPITAL SPENDING PROGRAM AND ITS BUSINESS OUTLOOK. While the company does not currently expect its debt level to increase significantly during 1994, it believes it has substantial borrowing capacity to meet unanticipated cash requirements. In light of currently low crude oil prices, the company intends to monitor its capital spending and may make adjustments as the year progresses. FINANCIAL RATIOS 1993 1992 1991 - ----------------------------------------------------------------------------- Current Ratio 0.8 0.9 0.9 Interest Coverage Ratio 7.4 8.2 5.1 Total Debt/Total Debt Plus Equity 35.0% 36.4% 34.3% ============================================================================= The CURRENT RATIO is the ratio of current assets to current liabilities at year-end. Two items affect the current ratio negatively, which in the company's opinion do not affect its liquidity. Included in current assets in all years are inventories valued on a LIFO basis, which at year-end 1993 were lower than current costs by $671 million. Also at year-end 1993, $2.5 billion of commercial paper included in current liabilities is planned to be refinanced continuously. Chevron's INTEREST COVERAGE RATIO decreased in 1993 due to lower before-tax income. The interest coverage ratio is defined as income before income tax expense, plus interest and debt expense and amortization of capitalized interest, divided by before-tax interest costs. The company's DEBT RATIO (total debt to total debt plus equity) decreased to 35.0 percent, due primarily to a net reduction in debt of $303 million. The company's senior debt is rated AA by Standard & Poor's Corporation and Aa2 by Moody's Investors Service. Chevron's U.S. commercial paper is rated A-1+ by Standard & Poor's and Prime-1 by Moody's, and Chevron's Canadian commercial paper is rated R-1 (middle) by Dominion Bond Rating Service. All these ratings denote high-quality, investment-grade securities. IN JANUARY 1994, THE COMPANY INCREASED ITS QUARTERLY DIVIDEND 5 CENTS PER SHARE TO $.925, AN ANNUALIZED RATE OF $3.70 PER SHARE, AND PROPOSED A TWO-FOR-ONE SPLIT OF ITS ISSUED COMMON STOCK. Stockholders will be asked to approve an increase in the number of authorized shares of common stock from 500 million to 1 billion to accommodate the split and also to approve the stock split at the annual meeting on May 3, 1994. CAPITAL AND EXPLORATORY EXPENDITURES 1993 1992 1991 - ---------------------------------- -------------------- --------------------- Millions Interna- Interna- Interna- of dollars U.S. tional Total U.S. tional Total U.S. tional Total - ----------------------------------------------------------------------------- Exploration and Production $ 763 $1,599 $2,362 $ 792 $1,458 $2,250 $1,121 $1,408 $2,529 Refining, Marketing and Transportation 949 748 1,697 962 749 1,711 974 775 1,749 Chemicals 199 34 233 224 37 261 195 34 229 Coal and Other Minerals 47 10 57 65 20 85 99 14 113 All Other 91 - 91 116 - 116 166 1 167 - ----------------------------------------------------------------------------- Total $2,049 $2,391 $4,440 $2,159 $2,264 $4,423 $2,555 $2,232 $4,787 - ----------------------------------------------------------------------------- Total Excluding Equity in Affili- ates $2,029 $1,710 $3,739 $2,136 $1,666 $3,802 $2,540 $1,749 $4,289 ============================================================================= FS-11 WORLDWIDE CAPITAL AND EXPLORATORY EXPENDITURES FOR 1993, INCLUDING THE COMPANY'S EQUITY SHARE OF AFFILIATES' EXPENDITURES, TOTALED $4.4 BILLION. Expenditures for exploration and production accounted for 53 percent of total outlays in 1993, 51 percent in 1992 and 53 percent in 1991. U.S. exploration and production spending declined to 32 percent of worldwide exploration and production expenditures in 1993, down from 35 percent in 1992 and 44 percent in 1991, reflecting the company's increasing focus on international exploration and production activities. THE COMPANY PROJECTS 1994 CAPITAL AND EXPLORATORY EXPENDITURES AT APPROXIMATELY $4.9 BILLION, including Chevron's share of spending by affiliates. Excluding affiliates, spending will be essentially flat at $3.7 billion. The 1994 program provides $2.4 billion in exploration and production investments, of which about 75 percent is for international projects. The company is participating in several significant oil and gas development projects. These projects include the development of the Hibernia field off the coast of Newfoundland; the Tengiz project in Kazakhstan; steam and waterflood projects in Indonesia; expansion of the North West Shelf liquefied natural gas project in Australia; additional development in the North Sea, Nigeria and Angola; continuing enhanced oil recovery projects in California; and a natural gas development project in the Norphlet Trend in the Gulf of Mexico. Refining, marketing and transportation expenditures are estimated at about $2.1 billion, with $1 billion of that planned for the U.S., including upgrading U.S. refineries to produce reformulated gasolines needed to comply with the Clean Air Act. Most of the balance will be focused on high growth Asia Pacific Rim countries, where the company's Caltex affiliate has several major refinery projects under way to increase capacity and meet rising demand. QUARTERLY RESULTS AND STOCK MARKET DATA Unaudited
1993 1992 ----------------------------------- -------------------------------------- Millions of dollars, except per-share amounts 4thQ 3rdQ 2ndQ 1stQ(1) 4thQ(1) 3rdQ(1) 2ndQ(1) 1stQ(1) - ------------------------------------------------------------------------------------------------------------------------------- REVENUES Sales and other operating revenues $8,778 $9,097 $9,413 $8,903 $ 9,912 $ 9,990 $9,468 $8,842 Equity in net income of affiliated companies and other income 135 136 441 179 748 271 180 266 - ------------------------------------------------------------------------------------------------------------------------------- TOTAL REVENUES 8,913 9,233 9,854 9,082 10,660 10,261 9,648 9,108 - ------------------------------------------------------------------------------------------------------------------------------- COSTS AND OTHER DEDUCTIONS Purchased crude oil and products and operating expenses 6,467 6,401 7,748 6,385 7,309 7,351 7,104 6,521 Depreciation, depletion and amortization 652 615 596 589 639 637 654 664 Taxes other than on income 1,303 1,219 1,227 1,137 1,193 1,282 1,247 1,177 Interest and debt expense 73 76 81 87 96 104 114 122 - ------------------------------------------------------------------------------------------------------------------------------- TOTAL COSTS AND OTHER DEDUCTIONS 8,495 8,311 9,652 8,198 9,237 9,374 9,119 8,484 - ------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAX EXPENSE AND CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES 418 922 202 884 1,423 887 529 624 INCOME TAX EXPENSE 124 502 152 383 335 420 214 284 - ------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $ 294 $ 420 $ 50 $ 501 $1,088 $ 467 $ 315 $ 340 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES - - - - - - - (641) - ------------------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS)(2) $ 294 $ 420 $ 50 $ 501 $1,088 $ 467 $ 315 $ (301) ================================================================================================================================ PER SHARE OF COMMON STOCK - ------------------------- INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $0.91 $1.29 $0.15 $1.54 $3.30 $1.37 $0.92 $0.99 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES - - - - - - - (1.87) - ------------------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) PER SHARE(3) $0.91 $1.29 $0.15 $1.54 $3.30 $1.37 $0.92 $(0.88) =============================================================================================================================== DIVIDENDS PAID PER SHARE $0.875 $0.875 $0.875 $0.875 $0.825 $0.825 $0.825 $0.825 =============================================================================================================================== COMMON STOCK PRICE RANGE - HIGH $98 3/8 $97 3/4 $90 1/4 $83 1/8 $74 1/4 $75 3/8 $73 3/4 $70 1/8 - LOW 84 1/4 82 1/8 81 67 3/4 66 3/4 66 3/8 63 1/8 60 1/8 =============================================================================================================================== (1) To conform to the presentation adopted in the second quarter of 1993, the 1992 quarters and the 1993 first quarter have been reclassified to net certain offsetting crude oil purchases and sales contracts. The reclassification had no effect on net income. (2) Special items included in net income. $ (221) $ (145) $ (515) $ (2) $ 546 $ 57 $ (39) $ 87 (3) Quarterly amounts do not add to the annual earnings per share for 1992 because of changes in the number of outstanding shares during the year. - ------------------------------------------------------------------------------------------------------------------------------- The company's common stock is listed on the New York Stock Exchange (trading symbol: CHV), as well as the Midwest; Pacific; Vancouver; London; and Zurich, Basel and Geneva, Switzerland, stock exchanges. It also is traded on the Boston, Cincinnati, Detroit and Philadelphia stock exchanges. As of February 10, 1994, stockholders of record numbered approximately 144,000. There are no restrictions on the company's ability to pay dividends. Chevron has made dividend payments to stockholders for 82 consecutive years.
FS-12 REPORT OF MANAGEMENT TO THE STOCKHOLDERS OF CHEVRON CORPORATION Management of Chevron is responsible for preparing the accompanying financial statements and for assuring their integrity and objectivity. The statements were prepared in accordance with generally accepted accounting principles and fairly represent the transactions and financial position of the company. The financial statements include amounts that are based on management's best estimates and judgments. The company's statements have been audited by Price Waterhouse, independent accountants, selected by the Audit Committee and approved by the stockholders. Management has made available to Price Waterhouse all the company's financial records and related data, as well as the minutes of stockholders' and directors' meetings. Management of the company has established and maintains a system of internal accounting controls that is designed to provide reasonable assurance that assets are safeguarded, transactions are properly recorded and executed in accordance with management's authorization, and the books and records accurately reflect the disposition of assets. The system of internal controls includes appropriate division of responsibility. The company maintains an internal audit department that conducts an extensive program of internal audits and independently assesses the effectiveness of the internal controls. The Audit Committee is composed of directors who are not officers or employees of the company. It meets regularly with members of management, the internal auditors and the independent accountants to discuss the adequacy of the company's internal controls, financial statements and the nature, extent and results of the audit effort. Both the internal auditors and the independent accountants have free and direct access to the Audit Committee without the presence of management. Kenneth T. Derr Martin R. Klitten Donald G. Henderson Chairman of the Board and Vice President, Finance Vice President and Chief Executive Officer Comptroller February 25, 1994 REPORT OF INDEPENDENT ACCOUNTANTS TO THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF CHEVRON CORPORATION In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows present fairly, in all material respects, the financial position of Chevron Corporation and its subsidiaries at December 31, 1993 and 1992, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As discussed in Note 2 to the consolidated financial statements, effective January 1, 1992, the company changed its methods of accounting for postretirement benefits other than pensions and for income taxes. Price Waterhouse San Francisco, California February 25, 1994 FS-13 CONSOLIDATED STATEMENT OF INCOME Year Ended December 31 Millions of dollars, ------------------------------------- except per-share amounts 1993 1992 (1) 1991 (1) - ----------------------------------------------------------------------------- REVENUES Sales and other operating revenues (2) $36,191 $38,212 $38,118 Equity in net income of affiliated companies 440 406 491 Other income 451 1,059 334 - ----------------------------------------------------------------------------- TOTAL REVENUES 37,082 39,677 38,943 - ----------------------------------------------------------------------------- COSTS AND OTHER DEDUCTIONS Purchased crude oil and products 18,007 19,872 19,693 Operating expenses 6,267 6,145 6,933 Provision for U.S. refining and marketing restructuring 837 - - Exploration expenses 360 507 629 Selling, general and administrative expenses 1,530 1,761 1,704 Depreciation, depletion and amortization 2,452 2,594 2,616 Taxes other than on income (2) 4,886 4,899 4,597 Interest and debt expense 317 436 519 - ----------------------------------------------------------------------------- TOTAL COSTS AND OTHER DEDUCTIONS 34,656 36,214 36,691 - ----------------------------------------------------------------------------- INCOME BEFORE INCOME TAX EXPENSE AND CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES 2,426 3,463 2,252 INCOME TAX EXPENSE 1,161 1,253 959 ============================================================================= INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $ 1,265 $ 2,210 $ 1,293 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES - (641) - ============================================================================= NET INCOME $1,265 $1,569 $1,293 ============================================================================= PER SHARE OF COMMON STOCK: INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $3.89 $6.52 $3.69 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES - (1.89) - --------------------------------- NET INCOME PER SHARE OF COMMON STOCK $3.89 $4.63 $3.69 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 325,478,876 338,977,414 350,174,450 ============================================================================= (1) Reclassified. See Note 1. (2) Includes consumer excise taxes. $4,068 $3,964 $3,659 See accompanying notes to consolidated financial statements. FS-14 CONSOLIDATED BALANCE SHEET At December 31 -------------------- Millions of dollars 1993 1992 - ----------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 1,644 $ 1,292 Marketable securities, at cost 372 403 Accounts and notes receivable (less allowance: 1993 - $66; 1992 - $66) 3,808 4,115 Inventories: Crude oil and petroleum products 1,108 1,276 Chemicals 423 497 Materials and supplies 252 292 Other merchandise 18 70 -------------------- 1,801 2,135 Prepaid expenses and other current assets 1,057 827 - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 8,682 8,772 Long-term receivables 94 127 Investments and advances 3,623 2,451 Properties, plant and equipment, at cost 44,807 44,010 Less: accumulated depreciation, depletion and amortization 22,942 21,822 -------------------- 21,865 22,188 Deferred charges and other assets 472 432 - ----------------------------------------------------------------------------- TOTAL ASSETS $34,736 $33,970 ============================================================================= - ----------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $3,325 $3,469 Accrued liabilities 2,538 2,009 Short-term debt 3,456 2,888 Federal and other taxes on income 782 967 Other taxes payable 505 502 - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 10,606 9,835 Long-term debt and capital lease obligations 4,082 4,953 Non-current deferred income taxes 2,916 2,894 Reserves for employee benefit plans 1,458 1,400 Deferred credits and other non-current obligations 1,677 1,160 - ----------------------------------------------------------------------------- TOTAL LIABILITIES 20,739 20,242 - ----------------------------------------------------------------------------- Preferred stock (authorized 100,000,000 shares, $1.00 par value, none issued) - - Common stock (authorized 500,000,000 shares, $3.00 par value, 356,243,534 shares issued) 1,069 1,069 Capital in excess of par value 1,855 1,840 Deferred compensation - Employee Stock Ownership Plan (ESOP) (920) (954) Currency translation adjustment and other 108 56 Retained earnings 13,955 13,814 Treasury stock, at cost (1993 - 30,504,429 shares; 1992 - 31,069,745 shares) (2,070) (2,097) - ----------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 13,997 13,728 - ----------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $34,736 $33,970 ============================================================================= See accompanying notes to consolidated financial statements. FS-15 CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31 ---------------------------- Millions of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $1,265 $1,569 $1,293 Adjustments Depreciation, depletion and amortization 2,452 2,594 2,616 Dry hole expense related to prior years' expenditures 29 57 35 Distributions less than equity in affiliates' income (173) (144) (220) Net before-tax losses (gains) on asset retirements and sales 373 (568) 25 Net currency translation (gains) losses (27) (66) 4 Deferred income tax provision (160) (176) (183) Cumulative effect of changes in accounting principles - 641 - Net decrease (increase) in operating working capital (1) 463 82 (249) Other (1) (75) (43) - ----------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES (2) 4,221 3,914 3,278 - ----------------------------------------------------------------------------- INVESTING ACTIVITIES Capital expenditures (3,323) (3,352) (3,693) Proceeds from asset sales 908 1,043 768 Net sales of marketable securities (3) 30 45 18 - ----------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (2,385) (2,264) (2,907) - ----------------------------------------------------------------------------- FINANCING ACTIVITIES Net borrowings of short-term obligations 293 1,333 1,564 Proceeds from issuance of long-term debt 199 23 35 Repayments of long-term debt and other financing obligations (854) (1,260) (711) Cash dividends paid (1,139) (1,115) (1,139) Purchases of treasury shares (4) (382) (286) - ----------------------------------------------------------------------------- NET CASH USED FOR FINANCING ACTIVITIES (1,505) (1,401) (537) - ----------------------------------------------------------------------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 21 3 (20) - ----------------------------------------------------------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS 352 252 (186) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,292 1,040 1,226 - ----------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT YEAR-END $1,644 $1,292 $1,040 ============================================================================= (1) The "Net decrease (increase) in operating working capital" is composed of the following: Decrease in accounts and notes receivable $ 187 $ 97 $ 692 Decrease in inventories 288 292 312 (Increase) decrease in prepaid expenses and other current assets (52) 85 (151) Increase (decrease) in accounts payable and accrued liabilities 214 (567) (880) (Decrease) increase in income and other taxes payable (174) 175 (222) - ----------------------------------------------------------------------------- Net decrease (increase) in operating working capital $ 463 $ 82 $ (249) ============================================================================= (2) "Net Cash Provided by Operating Activities" includes the following cash payments for interest and income taxes: Interest paid on debt (net of capitalized interest) $ 309 $ 392 $ 453 Income taxes paid $1,505 $1,236 $1,460 ============================================================================= (3) "Net sales of marketable securities" consists of the following gross amounts: Marketable securities purchased $(1,855) $(2,633) $(4,104) Marketable securities sold 1,885 2,678 4,122 - ----------------------------------------------------------------------------- Net sales of marketable securities $ 30 $ 45 $ 18 ============================================================================= See accompanying notes to consolidated financial statements. FS-16 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Number of Shares Millions of dollars --------------------------- ------------------------------------------------------------------- CURRENCY CAPITAL IN DEFERRED TRANSLATION COMMON STOCK COMMON STOCK COMMON EXCESS OF COMPENSATION ADJUSTMENT RETAINED TREASURY ISSUED IN TREASURY STOCK PAR VALUE - ESOP AND OTHER EARNINGS STOCK --------------------------- ------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1990 356,243,534 (5,443,328) $ 1,069 $1,835 $(979) $56 $ 13,195 $ (340) Net income - - - - - - 1,293 - Cash dividends - $3.25 per share - - - - - - (1,139) - Foreign currency translation adjustment - - - - - 13 - - Pension Plan minimum liability - - - - - (2) - - ESOP expense accrual adjustment - - - - (5) - - - Reduction of ESOP debt - - - - 20 - - - Purchase of treasury shares - (4,201,864) - - - - - (286) Reissuance of treasury shares - 123,923 - 4 - - - 5 -------------------------- ------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1991 356,243,534 (9,521,269) 1,069 1,839 (964) 67 13,349 (621) Net income - - - - - - 1,569 - Cash dividends - $3.30 per share - - - - - - (1,115) - Tax benefit from dividends paid on unallocated ESOP shares - - - - - - 11 - Foreign currency translation adjustment - - - - - (10) - - Pension Plan minimum liability - - - - - (1) - - ESOP expense accrual adjustment - - - - 10 - - - Treasury shares acquired in exchange transaction - (15,750,000) - - - - - (1,100) Purchase of treasury shares - (5,934,461) - - - - - (382) Reissuance of treasury shares - 135,985 - 1 - - - 6 ------------------------- ------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1992 356,243,534 (31,069,745) 1,069 1,840 (954) 56 13,814 (2,097) Net income - - - - - - 1,265 - Cash dividends - $3.50 per share - - - - - - (1,139) - Tax benefit from dividend paid on unallocated ESOP shares - - - - - - 15 - Foreign currency translation adjustment - - - - - 52 - - ESOP expense accrual adjustment - - - - 4 - - - Reduction of ESOP debt - - - - 30 - - - Purchase of treasury shares - (46,253) - - - - - (4) Reissuance of treasury shares - 611,569 - 15 - - - 31 - -------------------------------------------------------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1993 356,243,534 (30,504,429) $1,069 $1,855 $(920) $108 $13,955 $(2,070) ================================================================================================================================ See accompanying notes to consolidated financial statements.
FS-17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Millions of dollars NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Chevron Corporation and its consolidated subsidiaries (the company) employ accounting policies that are in accordance with generally accepted accounting principles in the United States. SUBSIDIARY AND AFFILIATED COMPANIES. The consolidated financial statements include the accounts of subsidiary companies more than 50 percent owned. Investments in and advances to affiliates in which the company has a substantial ownership interest of approximately 20 to 50 percent, or for which the company participates in policy decisions, are accounted for by the equity method. Under this accounting, remaining unamortized cost is increased or decreased by the company's share of earnings or losses after dividends. OIL AND GAS ACCOUNTING. The successful efforts method of accounting is used for oil and gas exploration and production activities. SHORT-TERM INVESTMENTS. Short-term investments that are part of the company's cash management portfolio are classified as cash equivalents. These investments are highly liquid and generally have original maturities of three months or less. All other short-term investments are classified as marketable securities. INVENTORIES. Crude oil, petroleum products, chemicals and other merchandise are stated at cost, using a Last-In, First-Out (LIFO) method. In the aggregate, these costs are below market. Materials and supplies inventories generally are stated at average cost. PROPERTIES, PLANT AND EQUIPMENT. All costs for development wells, related plant and equipment (including carbon dioxide and certain other injected materials used in enhanced recovery projects), and mineral interests in oil and gas properties are capitalized. Costs of exploratory wells are capitalized pending determination of whether the wells found proved reserves. Costs of wells that are assigned proved reserves remain capitalized. All other exploratory wells and costs are expensed. Proved oil and gas properties are regularly assessed for possible impairment on an aggregate worldwide portfolio basis, applying the informal "ceiling test" of the Securities and Exchange Commission. Under this method, the possibility of an impairment may exist if the aggregate net book carrying value of these properties, net of applicable deferred income taxes, exceeds the aggregate undiscounted future cash flows, after tax, from the properties, as calculated in accordance with accounting rules for supplemental information on oil and gas producing activities. In addition, high-cost, long-lead-time oil and gas projects are individually assessed prior to production start-up by comparing the recorded investment in the project with its fair market or economic value, as appropriate. Economic values are generally based on management's expectations of discounted future after-tax cash flows from the project at the time of assessment. Depreciation and depletion (including provisions for future abandonment and restoration costs) of all capitalized costs of proved oil and gas producing properties, except mineral interests, are expensed using the unit-of-production method by individual fields as the proved developed reserves are produced. Depletion expenses for capitalized costs of proved mineral interests are determined using the unit-of-production method by individual fields as the related proved reserves are produced. Periodic valuation provisions for impairment of capitalized costs of unproved mineral interests are expensed. Depreciation and depletion expenses for coal and other mineral assets are determined using the unit-of-production method as the proved reserves are produced. The capitalized costs of all other plant and equipment are depreciated or amortized over estimated useful lives. In general, the declining-balance method is used to depreciate plant and equipment in the United States; the straight-line method generally is used to depreciate international plant and equipment and to amortize all capitalized leased assets. Gains or losses are not recognized for normal retirements of properties, plant and equipment subject to composite group amortization or depreciation. Gains or losses from abnormal retirements or sales are included in income. Expenditures for maintenance, repairs and minor renewals to maintain facilities in operating condition are expensed. Major replacements and renewals are capitalized. ENVIRONMENTAL EXPENDITURES. Environmental expenditures that relate to current ongoing operations or to an existing condition caused by past operations are expensed. Expenditures that create future benefits or contribute to future revenue generation are capitalized. Liabilities related to future remediation costs are recorded when environmental assessments and/or cleanups are probable, and the costs can be reasonably estimated. Other than for assessments, the timing of these accruals coincides with the company's commitment to a formal plan of action, such as an approved remediation plan or the sale or disposal of an asset. For oil and gas and coal producing properties, a provision is made through depreciation expense for anticipated abandonment and restoration costs at the end of the property's useful life. For Superfund sites, the company records a liability for its share of costs when it has been named as a Potentially Responsible Party (PRP) and when an assessment or cleanup plan has been developed. This liability includes the company's own portion of the costs and also the company's portion of amounts for other PRPs when it is probable that they will not be able to pay their share of the cleanup obligation. The company records the gross amount of its liability based on its best estimate of future costs in current dollars and using currently available technology and applying current regulations as well as the company's own internal environmental policies. Future amounts are not discounted. Probable recoveries or reimbursements are recorded as an asset. FS-18 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued CURRENCY TRANSLATION. The U.S. dollar is the functional currency for the company's consolidated operations as well as for substantially all operations of its equity method companies. For those operations, all gains or losses from currency transactions are included in income currently. The cumulative translation effects for the few equity affiliates using functional currencies other than the U.S. dollar are included in the currency translation adjustment in stockholders' equity. TAXES. Effective 1992, the company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." In 1991, the company accounted for income taxes in accordance with Statement No. 96, "Accounting for Income Taxes." Income taxes are accrued for retained earnings of international subsidiaries and corporate joint ventures intended to be remitted. Income taxes are not accrued for unremitted earnings of international operations that have been, or are intended to be, reinvested indefinitely. RECLASSIFICATION OF CERTAIN REVENUES AND PURCHASES. To conform to the presentation in 1993, the years 1992 and 1991 in the consolidated income statement were reclassified to net certain offsetting forward crude oil purchases and sales contracts. This reclassification had no effect on net income for any period. Sales and other operating revenues, and purchased crude oil and products, decreased $3,216 for 1992 and $2,002 for 1991, from the amounts previously reported. NOTE 2: ADOPTION OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS NO. 106, "EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS" (SFAS 106) AND NO. 109, "ACCOUNTING FOR INCOME TAXES" (SFAS 109) Effective January 1, 1992, the company adopted SFAS 106 and SFAS 109, issued by the Financial Accounting Standards Board. The effects of these statements on 1992 net income included a charge of $641, or $1.89 per share, attributable to the cumulative effect of adoption, including the company's share of equity affiliates. This net charge was composed of $833, after related tax benefits of $423, for the recognition of liabilities for retiree benefits (primarily health and life insurance), partially offset by a credit of $192 for deferred income tax benefits and other changes stipulated by the new income tax accounting rules. Apart from the cumulative effect, adoption of the statements increased earnings for 1992 by $163 after tax, or $.48 per share. Under the new income tax accounting, benefits of $200 were recorded, largely due to the strengthening of the dollar in 1992, which resulted in lower foreign deferred tax liabilities. These benefits were partly offset by $37 of additional after-tax expense for retiree benefits, when compared to the previous practice of expensing these costs when paid. NOTE 3: SPECIAL ITEMS AND OTHER FINANCIAL INFORMATION Net income is affected by transactions that are unrelated to or are not representative of the company's ongoing operations for the periods presented. These transactions, defined by management and designated "special items," can obscure the underlying results of operations for a year as well as affect comparability of results between years. Listed below are categories of special items and their net increase (decrease) to net income, after related tax effects: Year Ended December 31 ----------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- Asset dispositions, net Ortho lawn and garden products $ 130 $ - $ - Oil and gas properties (25) 209 44 Stock exchange with Pennzoil Company - 376 - Copper interest in Chile - 159 - Other 17 13 105 ----------------------------- 122 757 149 - ----------------------------------------------------------------------------- Asset write-offs and revaluations Oil and gas properties (31) (110) - Refining and marketing assets (24) (31) (24) Other (16) 8 - ----------------------------- (71) (133) (24) - ----------------------------------------------------------------------------- Prior-year tax adjustments (130) 72 173 - ----------------------------------------------------------------------------- Environmental remediation provisions (90) (44) (160) - ----------------------------------------------------------------------------- Restructurings and reorganizations Work-force reductions, net (11) (40) (102) U.S. Refining and marketing (543) - (83) ----------------------------- (554) (40) (185) - ----------------------------------------------------------------------------- LIFO inventory (losses) gains (46) (26) 16 - ----------------------------------------------------------------------------- Other, net Litigation and regulatory issues (70) (11) (35) One-time employee bonus (60) - - Chemicals products license agreements - 32 - Other adjustments 16 44 - ----------------------------- (114) 65 (35) - ----------------------------------------------------------------------------- Total special items, after tax* $(883) $651 $(66) ============================================================================= *Amounts include the company's share of equity affiliates' transactions. The U.S. refining and marketing restructuring charge of $543 was primarily composed of a writedown of two refineries and their related inventories to estimated realizable values. Also included in the charge were provisions for environmental site assessments and employee severance. The estimated realizable value of the refineries took into account probable environmental cleanup obligations. Responsibility for these obligations will be negotiated with potential buyers. The refineries are located in Port Arthur, Texas, and Philadelphia, Pennsylvania, and have a combined refinery capacity of about 350,000 barrels per day. FS-19 NOTE 3: SPECIAL ITEMS AND OTHER FINANCIAL INFORMATION - Continued Other financial information is as follows: Year Ended December 31 ----------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- Total financing interest and debt costs $371 $478 $546 Less: capitalized interest 54 42 27 - ----------------------------------------------------------------------------- Interest and debt expense 317 436 519 Research and development expenses 206 229 250 Currency transaction gains (losses)* $ 46 $ 90 $ (4) ============================================================================= *Includes $18 and $24 in 1993 and 1992, respectively, for the company's share of affiliates' currency transaction effects; in 1991 the net effect was zero. The excess of current cost (based on average acquisition costs for the year) over the carrying value of inventories for which the LIFO method is used was $671 and $803 at December 31, 1993 and 1992, respectively. NOTE 4. INFORMATION RELATING TO THE CONSOLIDATED STATEMENT OF CASH FLOWS The Consolidated Statement of Cash Flows excludes the following non-cash transactions: In 1993, the company acquired a 50 percent interest in the Tengizchevroil joint venture (TCO) in the Republic of Kazakhstan through a series of cash and non-cash transactions. The company's interest in TCO is accounted for using the equity method of accounting and is recorded in "Investments and advances" in the consolidated balance sheet. The cash expended in connection with the formation of TCO and subsequent advances to TCO have been included in the consolidated statement of cash flows in "Capital expenditures." The deferred payment portion of the TCO investment totaled $709 at year-end 1993 and is recorded in "Accrued liabilities" and "Deferred credits and other non-current obligations" in the consolidated balance sheet. The timing of these payments is dependent on the occurrence of certain future events, including the pace of field development and the completion and successful operation of an export pipeline system. During 1993, payments related to the deferred portion of the TCO investment were classified as Repayments of long-term debt and other financing obligations" in the consolidated statement of cash flows. The company's Employee Stock Ownership Plan (ESOP) repaid $30 and $20 of matured debt guaranteed by Chevron Corporation in 1993 and 1991, respectively. The company reflected this payment as reductions in debt outstanding and in Deferred Compensation - ESOP. The company refinanced an aggregate amount of $334 and $57 in tax exempt long-term debt and capital lease obligations in 1993 and 1992, respectively. In 1991, the company refinanced $970 of long-term bank notes of the ESOP with the public issuance of SEC registered long-term notes of a like amount. These refinancings are not reflected in the consolidated statement of cash flows. In 1992, the company received 15,750,000 shares of its common stock held by a stockholder in exchange for the stock of a subsidiary owning certain U.S. oil and gas producing properties and related facilities, cash and other current assets and current liabilities. The value attributed to the treasury shares received was $1,100. The property exchanged consisted of properties, plant and equipment with a carrying value of $790 and, excluding cash, net current liabilities of $1. Cash of $57 was included as a reduction of proceeds from asset sales. In 1992, the company acquired an additional ownership interest in an affiliate, accounted for under the equity method, in a non-cash transaction. This increase in ownership required the consolidation of the affiliate into the company's financial statements. The principal result of this consolidation was to increase non-current assets and liabilities by approximately $64. There have been other non-cash transactions that have occurred during the years presented. These include the reissuance of treasury shares for management compensation plans, acquisitions of properties, plant and equipment through capital lease transactions, and changes in stockholders' equity, long-term debt and other liabilities resulting from the accounting for the company's ESOP. The amounts for these transactions have not been material in the aggregate in relation to the company's financial position. The major components of "Capital expenditures," and the reconciliation of this amount to the capital and exploratory expenditures, excluding equity in affiliates, presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations," are presented below: Year Ended December 31 ----------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- Additions to properties, plant and equipment $3,214 $3,342 $3,698 Additions to investments 179 47 48 Payments for other (liabilities) and assets, net (70) (37) (53) - ----------------------------------------------------------------------------- Capital expenditures 3,323 3,352 3,693 Expensed exploration expenditures 330 450 594 Equipment acquired through a non-cash capital lease transaction - - 2 Repayments of long-term debt and other financing obligations 86 - - - ----------------------------------------------------------------------------- Capital and exploratory expenditures, excluding equity companies $3,739 $3,802 $4,289 ============================================================================= NOTE 5. STOCKHOLDERS' EQUITY Retained earnings at December 31, 1993, include $2,087 for the company's share of undistributed earnings of equity affiliates. In 1988, the company declared a dividend distribution of one Right for each outstanding share of common stock. The Rights will be exercisable, unless redeemed earlier by the company, if a person or group acquires, or obtains the right to acquire, 10 percent or more of the outstanding shares of common stock or commences a tender or exchange offer that would result in acquiring 10 percent or more of the outstanding shares of common stock, either event occurring without the prior consent of the company. Each Right entitles its holder to purchase stock having a value equal to two times the exercise price of the Right. The person or group who had acquired 10 percent FS-20 NOTE 5. STOCKHOLDERS' EQUITY - Continued or more of the outstanding shares of common stock without the prior consent of the company would not be entitled to this purchase opportunity. The Rights will expire in November 1998, or they may be redeemed by the company at 5 cents per share prior to that date. The Rights do not have voting or dividend rights and, until they become exercisable, have no dilutive effect on the earnings of the company. Five million shares of the company's preferred stock have been designated Series A participating preferred stock and reserved for issuance upon exercise of the Rights. No event during 1993 made the Rights exercisable. The Board of Directors has proposed a two-for-one split of the company's issued common stock. Stockholders have been asked to approve the split and an increase in authorized shares of common stock from 500 million to 1 billion to accommodate the split at the annual stockholders' meeting on May 3, 1994. If approved, the split will be effective May 11, 1994 for stockholders of record on that date. NOTE 6. FINANCIAL INSTRUMENTS OFF-BALANCE SHEET RISK. The company enters into forward exchange contracts, generally with terms of 90 days or less, as a hedge against some of its foreign currency exposures. Offsetting gains and losses on these contracts are recognized concurrently with the exchange gains and losses stemming from the associated commitments. At December 31, 1993 and 1992, the company had not recognized gains or losses on forward contracts with a carrying and approximate fair value of $114 and $119, respectively. CONCENTRATIONS OF CREDIT RISK. The company's financial instruments that are exposed to concentrations of credit risk consist primarily of its cash equivalents, marketable securities and trade receivables. The company's cash equivalents and marketable securities are in high-quality securities placed with a wide array of institutions with high credit ratings. This investment policy limits the company's exposure to concentrations of credit risk. The trade receivable balances, reflecting the company's diversified sources of revenue, are dispersed among the company's broad customer base worldwide. As a consequence, concentrations of credit risk are limited. The company routinely assesses the financial strength of its customers. Letters of credit are the principal security obtained to support lines of credit or negotiated contracts when the financial strength of a customer is not considered sufficient. FAIR VALUE. At December 31, 1993, the company's long-term debt of $2,057 had an estimated fair value of $2,238. The fair value is based on quoted market prices at December 31, 1993, or the present value of expected cash flows when a quoted market price was not available. The reported amounts of financial instruments such as Cash equivalents, Marketable securities and Short-term debt approximate fair value because of their short maturity. NOTE 7. SUMMARIZED FINANCIAL DATA - CHEVRON U.S.A. INC. At December 31, 1993, Chevron U.S.A. Inc. was Chevron Corporation's principal operating company, consisting primarily of the company's U.S. integrated petroleum operations (excluding most of the domestic pipeline operations). These operations are conducted by three divisions: Chevron U.S.A. Production Company, Chevron U.S.A. Products Company and Warren Petroleum Company. Summarized financial information for Chevron U.S.A. Inc. and its consolidated subsidiaries is presented below: Year Ended December 31 ----------------------------- 1993 1992* 1991* - ----------------------------------------------------------------------------- Sales and other operating revenues $28,092 $29,454 $29,073 Total costs and other deductions 27,588 28,410 28,861 Income before cumulative effect of changes in accounting principles 325 811 90 Cumulative effect of changes in accounting principles - (573) - Net income 325 238 90 ============================================================================= At December 31 ---------------- 1993 1992 - ----------------------------------------------------------------------------- Current assets $3,661 $4,200 Other assets 14,099 14,587 Current liabilities 5,936 5,528 Other liabilities 5,738 6,795 Net equity 6,086 6,464 ============================================================================= *To conform to the presentation adopted in 1993, the 1992 and 1991 periods have been reclassified to net certain offsetting crude oil purchases and sales contracts. The reclassification had no effect on net income. See Note 1. NOTE 8. LITIGATION The company is a defendant in numerous lawsuits, in addition to those mentioned in this note. Plaintiffs may seek to recover large and sometimes unspecified amounts, and some matters may remain unresolved for several years. In April 1991, a United States District Court in Texas ruled favorably on claims brought by former employees of Gulf and participants in the Gulf Pension Plan that a partial termination of the plan had occurred. However, the court denied plaintiffs' claims to a share of any surplus plan assets. In October 1991, the district court approved a partial settlement in which the parties agreed not to appeal the partial termination claims except as relevant to plaintiffs' claims for a share of surplus plan assets. These claims are now before the Fifth Circuit Court of Appeals. A second partial settlement was implemented in 1993, resulting in a charge to earnings of $48. A lawsuit brought against the company by OXY USA Inc., the successor in interest to Cities Service Company, remains pending in an Oklahoma state court. The suit involves claims for breach of contract and misrepresentation related to the termination of Gulf Oil Corporation's offer to purchase Cities' stock in 1982. (Gulf was acquired by Chevron in 1984.) FS-21 NOTE 8. LITIGATION - Continued Management is of the opinion that resolution of the lawsuits will not result in any significant liability to the company in relation to its consolidated financial position or liquidity. NOTE 9. GEOGRAPHIC AND SEGMENT DATA The geographic and segment distributions of the company's identifiable assets, operating income and sales and other operating revenues are summarized in the following tables. The company's primary business is its integrated petroleum operations. Secondary operations include chemicals and coal. The company's real estate and insurance operations and worldwide cash management and financing activities are in "Corporate and Other." At December 31 ----------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- IDENTIFIABLE ASSETS United States Petroleum $16,443 $18,508 $20,056 Chemicals 2,045 2,165 2,210 Coal and Other Minerals 744 762 767 ---------------------------- Total United States 19,232 21,435 23,033 ----------------------------- International Petroleum 12,202 9,671 9,018 Chemicals 412 390 402 Coal and Other Minerals 13 10 12 - ----------------------------------------------------------------------------- Total International 12,627 10,071 9,432 - ----------------------------------------------------------------------------- TOTAL IDENTIFIABLE ASSETS 31,859 31,506 32,465 Corporate and Other 2,877 2,464 2,171 - ----------------------------------------------------------------------------- TOTAL ASSETS $34,736 $33,970 $34,636 - ----------------------------------------------------------------------------- Year Ended December 31 ----------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- OPERATING INCOME United States Petroleum $ 692 $ 1,693 $ 289 Chemicals 162 46 149 Coal and Other Minerals 59 68 27 ----------------------------- Total United States 913 1,807 465 ----------------------------- International Petroleum 1,772 1,731 2,205 Chemicals 63 70 47 Coal and Other Minerals (3) 177 (26) ----------------------------- Total International 1,832 1,978 2,226 - ----------------------------------------------------------------------------- TOTAL OPERATING INCOME 2,745 3,785 2,691 Corporate and Other (319) (322) (439) Income Tax Expense (1,161) (1,253) (959) - ----------------------------------------------------------------------------- Income Before Cumulative Effect of Changes in Accounting Principles $ 1,265 $ 2,210 $ 1,293 Cumulative Effect of Changes in Accounting Principles - (641) - - ----------------------------------------------------------------------------- NET INCOME $ 1,265 $ 1,569 $ 1,293 ============================================================================= Year Ended December 31 ----------------------------- 1993 1992* 1991* ----------------------------- SALES AND OTHER OPERATING REVENUES United States Petroleum-Refined products $13,169 $13,964 $13,921 -Crude oil 4,086 5,138 6,649 -Natural gas 1,776 1,631 1,502 -Natural gas liquids 1,098 1,075 1,043 -Other petroleum revenues 682 700 611 -Excise taxes 2,554 2,458 2,267 -Intersegment 924 1,052 1,226 ----------------------------- Total Petroleum 24,289 26,018 27,219 ----------------------------- Chemicals-Products 2,211 2,409 2,652 -Intersegment 248 266 252 ----------------------------- Total Chemicals 2,459 2,675 2,904 ----------------------------- Coal and Other Minerals-Products 447 395 417 ----------------------------- Total United States 27,195 29,088 30,540 - ----------------------------------------------------------------------------- International Petroleum-Refined products 2,920 2,857 2,873 -Crude oil 4,415 4,893 3,627 -Natural gas 380 364 367 -Natural gas liquids 137 115 122 -Other petroleum revenues 285 227 201 -Excise taxes 1,499 1,490 1,374 -Intersegment 1 10 13 ----------------------------- Total Petroleum 9,637 9,956 8,577 ----------------------------- Chemicals-Products 497 463 446 -Excise taxes 15 16 18 -Intersegment 6 5 4 ----------------------------- Total Chemicals 518 484 468 ----------------------------- Coal and Other Minerals-Products - 2 10 ----------------------------- Total International 10,155 10,442 9,055 - ----------------------------------------------------------------------------- Intersegment sales elimination (1,179) (1,333) (1,495) - ----------------------------------------------------------------------------- Corporate and Other 20 15 18 - ----------------------------------------------------------------------------- TOTAL SALES AND OTHER OPERATING REVENUES $36,191 $38,212 $38,118 ============================================================================= Memo: Intergeographic Sales United States $ 266 $ 309 $ 361 International 4,418 3,823 3,497 - ----------------------------------------------------------------------------- *To conform to the presentation adopted in 1993, the 1992 and 1991 periods have been reclassified to net certain offsetting crude oil purchases and sales contracts. The reclassification had no effect on net income. See Note 1. Operating income for the geographic areas includes allocated corporate overhead. In 1992 and 1991, the operating income for the business segments excluded corporate charges of $63 and $154 for a companywide voluntary enhanced early retirement program. In 1992, $103 of pension settlement gains were recognized in connection with the program. These amounts are included in "Corporate and Other." Identifiable assets include all assets associated with operations in the indicated geographic areas, including investments in affiliates. Sales and other operating revenues for the petroleum segment are derived from the production and sale of crude oil, FS-22 NOTE 9. GEOGRAPHIC AND SEGMENT DATA - Continued natural gas and natural gas liquids, and from the refining and marketing of petroleum products. The company also obtains revenues from the transportation and trading of crude oil and refined products. Chemicals revenues result primarily from the sale of petrochemicals, plastic resins, and lube oil and fuel additives. Coal and other minerals revenues relate primarily to coal sales. Sales and other operating revenues in the above table include both sales to unaffiliated customers and sales from the transfer of products between segments. Sales from the transfer of products between segments and geographic areas are generally at estimated market prices. Transfers between geographic areas are presented as memo items below the table. Equity in earnings of affiliated companies has been associated with the segments in which the affiliates operate. Sales to the Caltex Group are included in the International petroleum segment. Information on these affiliates is presented in Note 11. Other affiliates are either not material or not vertically integrated with a segment's operations. NOTE 10. LEASE COMMITMENTS Certain non-cancelable leases are classified as capital leases, and the leased assets are included as part of properties, plant and equipment. Other leases are classified as operating leases and are not capitalized. Details of the capitalized leased assets are as follows: At December 31 ----------------- 1993 1992 - ----------------------------------------------------------------------------- Petroleum Exploration and Production $ 50 $ 50 Refining, Marketing and Transportation 554 553 - ----------------------------------------------------------------------------- 604 603 Less: accumulated amortization 409 381 - ----------------------------------------------------------------------------- Net capitalized leased assets $195 $222 ============================================================================= At December 31, 1993, the future minimum lease payments under operating and capital leases are as follows: At December 31 -------------------- Operating Capital Year Leases Leases - ----------------------------------------------------------------------------- 1994 $174 $ 41 1995 143 48 1996 128 43 1997 110 41 1998 100 42 Thereafter 220 500 - ----------------------------------------------------------------------------- Total $875 715 - ------------------------------------------------------------------ Less: amounts representing interest and executory costs (292) - ----------------------------------------------------------------------------- Net present value 423 Less: capital lease obligations included in short-term debt (278) - ----------------------------------------------------------------------------- Long-term capital lease obligations $145 ============================================================================= Future sublease rental income $ 46 $ - ============================================================================= Rental expenses incurred for operating leases during 1993, 1992 and 1991 were as follows: At December 31 ----------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- Minimum rentals $452 $408 $472 Contingent rentals 9 10 11 - ----------------------------------------------------------------------------- Total 461 418 483 Less: sublease rental income 15 14 49 - ----------------------------------------------------------------------------- Net rental expense $446 $404 $434 ============================================================================= Contingent rentals are based on factors other than the passage of time, principally sales volumes at leased service stations. Certain leases include escalation clauses for adjusting rentals to reflect changes in price indices, renewal options ranging from one to 25 years and/or options to purchase the leased property during or at the end of the initial lease period for the fair market value at that time. NOTE 11. INVESTMENTS AND ADVANCES Investments in and advances to companies accounted for using the equity method, and other investments accounted for at or below cost, are as follows: At December 31 ----------------- 1993 1992 - ----------------------------------------------------------------------------- Equity Method Affiliates Caltex Group $2,147 $1,905 Other affiliates 1,353 450 - ----------------------------------------------------------------------------- 3,500 2,355 Other, at or below cost 123 96 - ----------------------------------------------------------------------------- Total investments and advances $3,623 $2,451 ============================================================================= Chevron owns 50 percent each of P.T. Caltex Pacific Indonesia, an exploration and production company operating in Indonesia; Caltex Petroleum Corporation, which, through its subsidiaries and affiliates, conducts refining and marketing activities in Asia, Africa, Australia and New Zealand; and American Overseas Petroleum Limited, which, through its subsidiaries, manages certain of the company's exploration and production operations in Indonesia. These companies and their subsidiaries and affiliates are collectively called the Caltex Group. Other affiliates includes Tengizchevroil, a 50 percent owned joint venture formed in 1993 with the Republic of Kazakhstan, to develop the Tengiz oil field. Equity in earnings of companies accounted for by the equity method, together with dividends and similar distributions received from equity method companies for the years 1993, 1992 and 1991, are as follows: Year Ended December 31 - ---------------------------------------------------------------------------- Equity in Earnings Dividends ------------------------ ------------------------- 1993 1992 1991 1993 1992 1991 - ---------------------------------------------------------------------------- Caltex Group $361 $334* $422 $172 $183 $202 Other affiliates 79 72 69 95 79 68 - ---------------------------------------------------------------------------- Total $440 $406 $491 $267 $262 $270 ============================================================================ *Before cumulative effect of changes in accounting principles. FS-23 NOTE 11. INVESTMENTS AND ADVANCES - Continued The company's transactions with affiliated companies, primarily for the purchase of Indonesian crude oil from P.T. Caltex Pacific Indonesia and the sale of crude oil and products to Caltex Petroleum Corporation's refining and marketing companies, are summarized in the following table. Year Ended December 31 ---------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- Sales to Caltex Group $1,739 $1,784 $1,537 Sales to other affiliates 5 5 66 - ----------------------------------------------------------------------------- Total sales to affiliates $1,744 $1,789 $1,603 ============================================================================= Purchases from Caltex Group $ 842 $ 797 $ 821 Purchases from other affiliates 101 56 23 - ----------------------------------------------------------------------------- Total purchases from affiliates $943 $853 $844 - ----------------------------------------------------------------------------- Accounts and notes receivable in the consolidated balance sheet include $156 and $215 at December 31, 1993 and 1992, respectively, of amounts due from affiliated companies. Accounts payable include $35 and $33 at December 31, 1993 and 1992, respectively, of amounts due to affiliated companies. The following tables summarize the combined financial information for the Caltex Group and substantially all of the other equity method companies together with Chevron's share. Amounts shown for the affiliates are 100 percent.
Caltex Group Other Affiliates Chevron's Share ----------------------------- -------------------------- -------------------------- Year Ended December 31 1993 1992 1991 1993 1992 1991 1993 1992 1991 - ------------------------------------------------------------------------------------------------------------------------------ Sales and other operating revenues $15,409 $17,281 $15,445 $1,972 $1,995 $2,085 $8,229 $9,148 $8,282 Total costs and other deductions 14,392 16,255 14,251 1,542 1,458 1,674 7,633 8,543 7,587 Net income 720 720* 839 374 416 323 440 431 491 ============================================================================================================================== *After cumulative effect of $51 benefit from adoption of SFAS 106 and 109, of which Chevron's share of $25 is included in cumulative effect of changes in accounting principles in the consolidated statement of income. Caltex Group Other Affiliates Chevron's Share ----------------------------- -------------------------- -------------------------- At December 31 1993 1992 1991 1993 1992 1991 1993 1992 1991 - ------------------------------------------------------------------------------------------------------------------------------ Current assets $ 2,123 $ 2,378 $ 2,494 $ 766 $ 788 $ 775 $1,256 $1,375 $1,468 Other assets 6,266 5,485 4,869 3,871 2,186 2,065 4,731 3,433 3,037 Current liabilities 2,411 2,453 2,398 471 540 409 1,332 1,364 1,314 Other liabilities 1,683 1,591 1,480 2,620 746 793 1,155 1,090 1,006 Net equity 4,295 3,819 3,485 1,546 1,688 1,638 3,500 2,354 2,185 ==============================================================================================================================
NOTE 12. PROPERTIES, PLANT AND EQUIPMENT
At December 31 Year Ended December 31 ---------------------------------------------------- ---------------------------------------------- Gross Investment at Cost Net Investment Additions at Cost (1) Depreciation Expense ------------------------- ------------------------- ---------------------- ---------------------- 1993 1992 1991 1993 1992 1991 1993 1992 1991 1993 1992 1991 - ---------------------------------------------------------------------------------------------------------------------------------- UNITED STATES Petroleum Exploration and Production $17,608 $17,707 $20,349 $ 6,189 $ 6,703 $ 8,189 $ 663 $ 609 $ 896 $1,064 $1,264 $1,413 Refining and Marketing 10,693 10,762 10,148 6,187 6,345 5,945 960 980 989 460 430 397 Chemicals 1,899 1,803 1,878 1,225 1,219 1,235 174 182 176 124 127 122 Coal and Other Minerals 848 836 819 488 511 516 32 58 88 54 50 48 - ---------------------------------------------------------------------------------------------------------------------------------- Total United States 31,048 31,108 33,194 14,089 14,778 15,885 1,829 1,829 2,149 1,702 1,871 1,980 - ---------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL Petroleum Exploration and Production 8,729 7,892 7,451 4,353 3,980 3,757 1,014 1,000 865 519 496 427 Refining and Marketing 2,385 2,367 2,093 1,686 1,658 1,470 219 304 450 106 97 69 Chemicals 313 280 254 148 142 134 24 26 29 25 18 19 Coal and Other Minerals 12 11 20 10 7 8 3 1 (6) - - 7 - ---------------------------------------------------------------------------------------------------------------------------------- Total International 11,439 10,550 9,818 6,197 5,787 5,369 1,260 1,331 1,338 650 611 522 - ---------------------------------------------------------------------------------------------------------------------------------- Corporate and Other (2) 2,320 2,352 2,256 1,579 1,623 1,596 96 209 178 100 112 114 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL $44,807 $44,010 $45,268 $21,865 $22,188 $22,850 $3,185 $3,369 $3,665 $2,452 $2,594 $2,616 ================================================================================================================================== (1) Net of dry hole expense related to prior years' expenditures of $29, $57 and $35 in 1993, 1992 and 1991, respectively. (2) Includes primarily real estate and management information systems.
Expenses for maintenance and repairs were $875, $1,045 and $1,229 in 1993, 1992 and 1991, respectively. FS-24 NOTE 13.TAXES Year Ended December 31 --------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- Taxes Other Than on Income United States Taxes on production $ 135 $ 140 $ 153 Import duties 21 18 17 Excise taxes on products and merchandise 2,554 2,458 2,267 Property and other miscellaneous taxes (excluding payroll taxes) 380 416 428 --------------------------- 3,090 3,032 2,865 Payroll taxes 122 141 145 - ----------------------------------------------------------------------------- Total United States 3,212 3,173 3,010 - ----------------------------------------------------------------------------- International Taxes on production 7 30 14 Import duties 22 55 50 Excise taxes on products and merchandise 1,514 1,506 1,392 Property and other miscellaneous taxes (excluding payroll taxes) 112 114 111 --------------------------- 1,655 1,705 1,567 Payroll taxes 19 21 20 - ----------------------------------------------------------------------------- Total international 1,674 1,726 1,587 - ----------------------------------------------------------------------------- Total taxes other than on income $4,886 $4,899 $4,597 ============================================================================= Year Ended December 31 --------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- Taxes on Income U.S. federal Current $ 394 $ 329 $ 163 Deferred (241) (129) (185) Deferred - Adjustment for enacted changes in tax laws/rates 54 - - State and local 63 54 16 - ----------------------------------------------------------------------------- Total United States 270 254 (6) - ----------------------------------------------------------------------------- International Current 864 1,046 963 Deferred 48 (47) 2 Deferred - Adjustment for enacted changes in tax laws/rates (21) - - - ----------------------------------------------------------------------------- Total international 891 999 965 - ----------------------------------------------------------------------------- Total taxes on income $1,161 $1,253 $ 959 ============================================================================= U.S. federal income tax expense was reduced by $57, $49 and $27 in 1993, 1992 and 1991, respectively, for low-income housing and other business tax credits. In 1993, before-tax income for U.S. operations was $687, compared with $1,592 in 1992 and $157 in 1991. Before-tax income for international operations was $1,739, $1,871 and $2,095 in 1993, 1992 and 1991, respectively. The deferred income tax provisions included benefits of $98, $163 and $67 related to properties, plant and equipment in 1993, 1992 and 1991, respectively. U.S. benefits were recorded in 1993 related to the U.S. refining and marketing restructuring provision. The 1991 U.S. deferred tax provision included benefits accrued from the reserves established for the Port Arthur reconfiguration and the corporate severance program. In 1992, the tax related to the cumulative effect of adopting SFAS 106 (Note 2) was $423, representing deferred income tax benefits approximating the statutory tax rate. The company's effective income tax rate varied from the U.S. statutory federal income tax rate because of the following: Year Ended December 31 --------------------------- 1993 1992 1991 - ----------------------------------------------------------------------------- Statutory U.S. federal income tax rate 35.0% 34.0% 34.0% Effects of income taxes on international operations in excess of taxes at the U.S. statutory rate 15.6 15.2 23.7 Effects of asset dispositions (0.6) (8.0) (2.0) State and local taxes on income, net of U.S. federal income tax benefit 2.2 1.1 0.6 Prior-year tax adjustments 3.0 (0.6) (4.2) Effects of enacted changes in tax laws/rates on deferred tax liabilities 1.3 - - Tax credits (2.4) (1.4) (1.2) All others (0.9) (0.9) (1.8) - ----------------------------------------------------------------------------- Consolidated companies 53.2 39.4 49.1 Effect of recording equity in income of certain affiliated companies on an after-tax basis (5.3) (3.2) (6.5) - ----------------------------------------------------------------------------- Effective tax rate 47.9% 36.2% 42.6% ============================================================================= The company records its deferred taxes on a tax jurisdiction basis and classifies those net amounts as current or noncurrent based on the balance sheet classification of the related assets or liabilities. At December 31, 1993 and 1992, deferred taxes were classified in the consolidated balance sheet, as follows: Year Ended December 31 ---------------------- 1993 1992 - ----------------------------------------------------------------------------- Prepaid expenses and other current assets $ (495) $ (313) Deferred charges and other assets (146) (132) Federal and other taxes on income 27 24 Non-current deferred income taxes 2,916 2,894 - ----------------------------------------------------------------------------- Total deferred taxes, net $2,302 $2,473 - ----------------------------------------------------------------------------- The reported deferred tax balances are composed of the following deferred tax liabilities (assets): Year Ended December 31 ---------------------- 1993 1992 - ----------------------------------------------------------------------------- Properties, plant and equipment $3,933 $3,869 Inventory 293 318 Miscellaneous 237 195 - ----------------------------------------------------------------------------- Deferred tax liabilities 4,463 4,382 - ----------------------------------------------------------------------------- Abandonment/environmental reserves (910) (792) Employee benefits (535) (492) AMT/other tax credits (486) (580) Other accrued liabilities (472) (338) Miscellaneous (255) (159) - ----------------------------------------------------------------------------- Deferred tax assets (2,658) (2,361) - ----------------------------------------------------------------------------- Deferred tax assets valuation allowance 497 452 - ----------------------------------------------------------------------------- Total deferred taxes, net $2,302 $2,473 ============================================================================= FS-25 NOTE 13. TAXES - Continued It is the company's policy for subsidiaries included in the U.S. consolidated tax return to record income tax expense as though they filed separately, with the parent recording the adjustment to income tax expense for the effects of consolidation. Undistributed earnings of international consolidated subsidiaries and affiliates for which no deferred income tax provision has been made for possible future remittances totaled approximately $3,300 at December 31, 1993. Substantially all of this amount represents earnings reinvested as part of the company's ongoing business. It is not practical to estimate the amount of taxes that might be payable on the eventual remittance of such earnings. On remittance, certain countries impose withholding taxes that, subject to certain limitations, are then available for use as tax credits against a U.S. tax liability, if any. The company estimates withholding taxes of approximately $247 would be payable upon remittance of these earnings. NOTE 14. SHORT-TERM DEBT At December 31 ----------------- 1993 1992 - ----------------------------------------------------------------------------- Commercial paper $4,391 $4,023 Current maturities of long-term debt 167 89 Current maturities of long-term capital leases 23 24 Redeemable long-term obligations Long-term debt 297 320 Capital leases 255 255 Notes payable 203 277 - ----------------------------------------------------------------------------- 5,336 4,988 Reclassified to long-term debt (1,880) (2,100) - ----------------------------------------------------------------------------- Total short-term debt $3,456 $2,888 ============================================================================= Redeemable long-term obligations consist primarily of tax-exempt variable-rate put bonds that are included as current liabilities because they become redeemable at the option of the bondholders during the year following the balance sheet date. Selected data on the company's commercial paper activities are shown below: Weighted Weighted Average Maximum Average Interest Outstanding Average Interest Balance at Rate at at Any Amount Rate for Year December 31 December 31 Month End Outstanding the Year - ----------------------------------------------------------------------------- 1993 $4,390 3.3% $4,891 $4,445 3.1% 1992 $4,023 3.5% $4,441 $3,958 3.6% 1991 $2,748 4.8% $2,748 $1,863 5.7% ============================================================================= The average amounts outstanding and weighted average interest rates during each year are based on average daily balances outstanding. Amounts used in the above computations include amounts that have been classified as long-term debt during 1993, 1992 and 1991. NOTE 15. LONG-TERM DEBT At December 31 ----------------- 1993 1992 - ----------------------------------------------------------------------------- 8.11% amortizing notes due 2004 (1) $ 750 $ 750 8.25% notes due 1996 (2) - 301 8.75% notes due 1996 (2) - 300 9.375% sinking-fund debentures due 2016 278 292 6.76% serial notes due 1994-1997 (1), (3) 190 220 7.875% notes due 1997 (4) 200 199 5.6% notes due 1998 190 - 9.75% sinking-fund debentures due 2017 179 190 4.625% 200 million Swiss franc issue due 1997 136 137 Other long-term obligations (6.88%) (3) (less than $50 individually) 223 318 Other foreign currency obligations (6.81%) (3) 78 66 - ----------------------------------------------------------------------------- Total including debt due within one year 2,224 2,773 Debt due within one year (167) (89) Reclassified from short-term debt (3.17%) (3) 1,880 2,100 - ----------------------------------------------------------------------------- Total long-term debt $3,937 $4,784 ============================================================================= (1) Guarantee of ESOP debt. (2) Debt retired before maturity date. (3) Weighted average interest rate at December 31, 1993. (4) Called in early 1994. Chevron and one of its wholly owned subsidiaries have "shelf" registrations on file with the Securities and Exchange Commission (SEC) that would permit the issuance of $1,050 of debt securities pursuant to Rule 415 of the Securities Act of 1933. At year-end 1993, the company had $3,595 of committed credit facilities with banks worldwide, $1,880 of which had termination dates beyond one year. These credit agreements provide commitments for term loans of up to $3,280 and revolving credit for short-term advances of up to $315. The facilities also support the company's commercial paper borrowings. Interest on any borrowings under the agreements is based on either the London Interbank Offered Rate or the Reserve Adjusted Domestic Certificate of Deposit Rate. No amounts were outstanding under these credit agreements during the year nor at year-end. At December 31, 1993 and 1992, the company classified $1,880 and $2,100, respectively, of short-term debt as long-term. Settlement of these obligations is not expected to require the use of working capital in 1994, as the company has both the intent and ability to refinance this debt on a long-term basis. Consolidated long-term debt maturing in each of the five years after December 31, 1993, is as follows: 1994-$167, 1995-$89, 1996-$93, 1997-$435 and 1998-$198. NOTE 16. EMPLOYEE BENEFIT PLANS PENSION PLANS. The company has defined benefit pension plans for most employees. The principal plans provide for automatic membership on a non-contributory basis. The retirement benefits provided by these plans are based primarily on years of service and on average career earnings or the highest consecutive three years' average earnings. The company's policy is to fund at least the minimum necessary to satisfy requirements of the Employee Retirement Income Security Act. FS-26 NOTE 16. EMPLOYEE BENEFIT PLANS - Continued The net pension expense (credit) for all of the company's pension plans for the years 1993, 1992 and 1991 consisted of: 1993 1992 1991 - ----------------------------------------------------------------------------- Cost of benefits earned during the year $103 $106 $100 Interest cost on projected benefit obligations 276 302 295 Actual return on plan assets (472) (309) (799) Net amortization and deferral 101 (134) 346 - ----------------------------------------------------------------------------- Net pension expense (credits) $ 8 $(35) $(58) ============================================================================= In addition to the net pension expense in 1993, the company recognized a net settlement loss of $63 and a curtailment loss of $4 reflecting the termination of a former Gulf pension plan and lump-sum payments from other company pension plans. In 1992, the company recorded charges of $65 and a curtailment loss of $7, offset by net lump-sum settlement gains of $101 related to an early retirement program offered to employees of its U.S. and certain Canadian subsidiaries. In 1991, charges of $154 related to the early retirement programs and lump sum settlement gains of $25 were recognized. At December 31, 1993 and 1992, the weighted average discount rates and long-term rates for compensation increases used for estimating the benefit obligations and the expected rates of return on plan assets were as follows: 1993 1992 - ----------------------------------------------------------------------------- Assumed discount rates 7.4% 8.1% Assumed rates for compensation increases 5.1% 5.5% Expected return on plan assets 9.1% 9.2% - ----------------------------------------------------------------------------- The pension plans' assets consist primarily of common stocks, bonds, cash equivalents and interests in real estate investment funds. The funded status for the company's combined plans at December 31, 1993 and 1992, was as follows: Plans with Plans with Assets Accumulated in Excess of Benefits Accumulated in Excess of Benefits Plan Assets ------------------- ----------------- At December 31 1993 1992 1993 1992 - ----------------------------------------------------------------------------- Actuarial present value of: Vested benefit obligations $(2,854) $(2,869) $(183) $(161) ============================================================================= Accumulated benefit obligations $(2,949) $(2,947) $(194) $(168) ============================================================================= Projected benefit obligations $(3,456) $(3,395) $(229) $(184) Plan assets at fair values 3,831 3,893 1 6 - ----------------------------------------------------------------------------- Plan assets greater (less) than projected benefit obligations 375 498 (228) (178) Unrecognized net transition (assets) liabilities (349) (426) 20 22 Unrecognized net losses 41 17 74 34 Unrecognized prior service costs 84 85 7 - Minimum liability adjustment - - (52) (52) - ----------------------------------------------------------------------------- Net pension cost prepaid (accrued) $ 151 $ 174 $(179) $(174) - ----------------------------------------------------------------------------- The net transition assets and liabilities generally are being amortized by the straight-line method over 15 years. PROFIT SHARING/SAVINGS PLAN AND SAVINGS PLUS PLAN. Eligible employees of the company and certain of its subsidiaries who have completed one year of service may participate in the Profit Sharing/Savings Plan and the Savings Plus Plan. Charges to expense for the profit sharing part of the Profit Sharing/Savings Plan and the Savings Plus Plan were $95, $84 and $104 in 1993, 1992 and 1991, respectively. EMPLOYEE STOCK OWNERSHIP PLAN (ESOP). In December 1989, the company established an ESOP as part of the Profit Sharing/Savings Plan. The ESOP Trust Fund borrowed $1,000 and purchased 14.1 million previously unissued shares of the company's common stock. The ESOP provides a partial pre-funding of the company's future commitments to the profit sharing part of the plan, which will result in annual income tax savings for the company. As interest and principal payments are made on the ESOP debt, shares are released from a suspense account and allocated to profit sharing accounts of plan participants. The ESOP is expected to satisfy most of the company's obligations to the profit sharing part of the Profit Sharing/Savings Plan during the next 11 years. Other company obligations to the profit sharing part of the plan will be satisfied by cash contributions. The company recorded expense for the ESOP of $60, $50 and $44 in 1993, 1992 and 1991, respectively, including $74, $75 and $69 of interest expense related to the ESOP loan. All dividends paid on the shares held by the ESOP will be used to service the ESOP debt. The dividends used were $47, $35 and $40 in 1993, 1992 and 1991, respectively. MANAGEMENT INCENTIVE PLANS. The company has two incentive plans, the Management Incentive Plan (MIP) and the Long-Term Incentive Plan (LTIP) for officers and other regular salaried employees of the company and its subsidiaries who hold positions of significant responsibility. The MIP makes outright distributions of cash for services rendered or deferred awards in the form of stock units. Awards under LTIP may take the form of, but are not limited to, stock options, restricted stock, stock units and non-stock grants. Stock options become exercisable not earlier than one year and not later than 10 years from the date of grant. The maximum number of shares of common stock that may be granted each year is 1 percent of the total outstanding shares of common stock as of January 1 of such year. As of December 31, 1993, 2,151,505 shares were under option at exercise prices ranging from $63.875 to $87.75 per share. Stock option transactions for 1993 and 1992 are as follows: FS-27 NOTE 16. EMPLOYEE BENEFIT PLANS - Continued At December 31 ---------------- Thousands of shares 1993 1992 - ----------------------------------------------------------------------------- Outstanding January 1 1,967 1,265 Granted 706 725 Exercised (509) (6) Forfeited (12) (17) - ----------------------------------------------------------------------------- Outstanding December 31 2,152 1,967 ============================================================================= Exercisable December 31 1,456 1,250 ============================================================================= Charges to expense for the combined management incentive plans were $36, $20 and $37 in 1993, 1992 and 1991, respectively. OTHER BENEFIT PLANS. In addition to providing pension benefits, the company makes contributions toward certain health care and life insurance plans for active and qualifying retired employees. Substantially all employees in the United States and in certain international locations may become eligible for coverage under these benefit plans. The company's annual contributions for medical and dental benefits are limited to the lesser of actual medical and dental claims or a defined fixed per capita amount. Life insurance benefits are paid by the company and annual contributions are based on actual plan experience. Under SFAS 106, adopted effective January 1, 1992, the company's net postretirement benefits expense was as follows: 1993 1992 --------------------- -------------------- Health Life Total Health Life Total - ----------------------------------------------------------------------------- Cost of benefits earned during the year $23 $ 3 $ 26 $23 $ 4 $ 27 Interest cost on benefit obligation 76 30 106 70 30 100 - ----------------------------------------------------------------------------- Net postretirement benefits expense $99 $33 $132 $93 $34 $127 ============================================================================= 1991 expense under the cash method was $60. Non-pension postretirement benefits are funded by the company when incurred. A reconciliation of the funded status of these benefit plans is as follows: At December 31, 1993 At December 31, 1992 ------------------------ ----------------------- Health Life Total Health Life Total - ----------------------------------------------------------------------------- Accumulated postretirement benefit obligation (APBO) Retirees $ (593) $(320) $ (913) $(598) $(281) $ (879) Fully eligible active participants (139) (64) (203) (109) (47) (156) Other active participants (271) (56) (327) (272) (49) (321) - ----------------------------------------------------------------------------- Total APBO (1,003) (440) (1,443) (979) (377) (1,356) Fair value of plan assets - - - - - - - ----------------------------------------------------------------------------- APBO (greater) than plan assets (1,003) (440) (1,443) (979) (377) (1,356) Unrecognized net loss (gain) 63 25 88 69 (12) 57 - ----------------------------------------------------------------------------- Accrued postretirement benefit costs $ (940) $(415) $(1,355) $(910) $(389) $(1,299) ============================================================================= For measurement purposes, separate health care cost-trend rates were utilized for pre-age 65 and post-age 65 retirees. The 1994 annual rates of increase were assumed to be 8.0 percent and 8.9 percent, respectively, decreasing to average ultimate rates of 5.9 percent in 1997 for pre-age 65 and 5.4 percent in 1997 for post-age 65. An increase in the assumed health care cost-trend rates of 1 percent in each year would increase the aggregate of service and interest cost for the year 1993 by $19 and would increase the December 31, 1993 accumulated postretirement benefit obligation (APBO) by $166. At December 31, 1993 the weighted average discount rate was 7.25 percent and the assumed rate of compensation increase related to the measurement of the life insurance benefit was 5.0 percent. FS-28 NOTE 17. OTHER CONTINGENT LIABILITIES AND COMMITMENTS The U.S. federal income tax and California franchise tax liabilities of the company have been settled through 1976 and 1987, respectively. Settlement of open tax matters is not expected to have a material effect on the consolidated financial position of the company and, in the opinion of management, adequate provision has been made for income and franchise taxes for all years either under examination or subject to future examination. The Internal Revenue Service (IRS) has asserted tax deficiencies against the other three stockholders of Arabian American Oil Co. (Aramco) regarding the pricing of crude oil purchased from Saudi Arabia during the period 1979 through 1981. In December 1993, the U.S. Tax Court ruled in favor of Exxon and Texaco on this issue. It is not known if the IRS will appeal this decision. The IRS may have until late 1995 to appeal since other tax issues related to the 1979-81 period must be resolved. Chevron has not received any proposed tax deficiency concerning this issue. In July 1991, the IRS issued a "Designated Summons" that requires Chevron to produce additional documents in connection with the Saudi pricing issue. The Designated Summons extends the statutory period for assessing additional tax. As directed by the District Court, Chevron completed production of documents before year-end 1993. Further motions regarding compliance with the Summons are expected in 1994. After Chevron complies with the Summons, the IRS may propose tax deficiencies similar to those asserted against other Aramco stockholders. The company believes that it properly accounted for the Saudi crude in its tax return and that it owes no additional U.S. taxes. At December 31, 1993, the company and its subsidiaries, as direct or indirect guarantors, had contingent liabilities of $234 for notes of affiliated companies and $45 for notes of others. The company and its subsidiaries have certain other contingent liabilities with respect to guarantees and claims and has long-term commitments under various agreements, the payments and future commitments for which are not material in the aggregate. In September 1990, the Minerals Management Service of the U.S. Department of the Interior (the Service) issued a preliminary determination letter to the effect that the company owed additional royalty payments on natural gas the company produced from federal leasehold interests and sold under long-term supply contracts. The company made royalty payments based on the contract price received, rather than on the basis of published weighted average gas prices, which were higher. The company has submitted an answer refuting the preliminary determination. The Service has the matter under review and has not rendered an order directing payment. However, the parties are continuing to explore settlement. In March 1992, an agency within the Department of Energy (DOE) issued a Proposed Remedial Order (PRO) claiming Chevron failed to comply with DOE regulations in the course of its participation in the Tertiary Incentive Program. Although the DOE regulations involved were rescinded in March 1981, following decontrol of crude oil prices in January 1981, and the statute authorizing the regulations expired in September 1981, the PRO purports to be for the period April 1980 through April 1990. The DOE claims the company overrecouped under the regulations by $125 during the period in question. Including interest through December 1993, the total claim amounted to $273. The company asserts that in fact it incurred a loss through participation in the DOE program. The Office of Hearings and Appeals has granted Chevron's motion for evidentiary hearing and discovery. No date has yet been set for the evidentiary hearing. The company is subject to loss contingencies pursuant to environmental laws and regulations that in the future may require the company to take action to correct or ameliorate the effects on the environment of prior disposal or release of chemical or petroleum substances by the company or other parties. Such contingencies may exist for various sites including, but not limited to: Superfund sites, operating refineries, closed refineries, oil fields, service stations, terminals and land development areas. The amount of such future cost is indeterminable due to such factors as the unknown magnitude of possible contamination, the unknown timing and extent of the corrective actions that may be required, the determination of the company's liability in proportion to other responsible parties and the extent to which such costs are recoverable from insurance. The company's operations, particularly oil and gas exploration and production, can be affected by changing economic, regulatory and political environments in the various countries, including the United States, in which it operates. In certain locations, host governments have imposed restrictions, controls and taxes, and, in others, political conditions have existed that may threaten the safety of employees and the company's continued presence in those countries. Internal unrest or strained relations between a host government and the company or other governments may affect the company's operations. Those developments have, at times, significantly affected the company's related operations and results, and are carefully considered by management when evaluating the level of current and future activity in such countries. Areas in which the company has significant operations include the United States, Australia, United Kingdom, Canada, Nigeria, Angola, Papua New Guinea, China, Indonesia and Zaire. The company's Caltex affiliates have significant operations in Indonesia, Japan, Korea, Australia, the Philippines, Thailand and South Africa. The company's Tengizchevroil affiliate operates in Kazakhstan. FS-29 SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES Unaudited In accordance with Statement of Financial Accounting Standards No. 69, "Disclosures about Oil and Gas Producing Activities" (SFAS 69), this section provides supplemental information on oil and gas exploration and producing activities of the company in six separate tables. The first three tables provide historical cost information pertaining to costs incurred in exploration, property acquisitions and development; capitalized costs; and results of operations. Tables IV through VI present information on the company's estimated net proved reserve quantities, standardized measure of estimated discounted future net cash flows related to proved reserves, and changes in estimated discounted future net cash flows. The other geographic category includes activities in the United Kingdom North Sea, Canada, Papua New Guinea, Australia and other countries. Amounts shown for affiliated companies are Chevron's 50 percent equity share in each of P.T. Caltex Pacific Indonesia (CPI), an exploration and production company operating in Indonesia, and Tengizchevroil (TCO), an exploration and production company operating in the Republic of Kazakhstan, which began operations in April 1993. TABLE I - COSTS INCURRED IN EXPLORATION, PROPERTY ACQUISITIONS AND DEVELOPMENT (1) Consolidated Companies - ------------------------------------------------------ Millions of Affiliated dollars U.S. Africa Other Total Companies Worldwide - ----------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 1993 Exploration Wells $ 123 $ 57 $126 $ 306 $ 1 $ 307 Geological and geophysical 12 40 40 92 9 101 Rentals and other 48 7 70 125 - 125 - ----------------------------------------------------------------------------- Total exploration 183 104 236 523 10 533 - ----------------------------------------------------------------------------- Property acquisitions (2) Proved (3) 12 - 14 26 276 302 Unproved 11 9 10 30 420 450 - ----------------------------------------------------------------------------- Total property acquisitions 23 9 24 56 696 752 - ----------------------------------------------------------------------------- Development 475 239 566 1,280 171 1,451 - ----------------------------------------------------------------------------- Total Costs Incurred $ 681 $352 $826 $1,859 $877(4) $2,736 ============================================================================= YEAR ENDED DECEMBER 31, 1992 Exploration Wells $ 96 $ 59 $ 83 $ 238 $ 1 $ 239 Geological and geophysical 84 48 137 269 8 277 Rentals and other 9 1 21 31 - 31 - ----------------------------------------------------------------------------- Total exploration 189 108 241 538 9 547 - ----------------------------------------------------------------------------- Property acquisitions (2) Proved (3) 19 - 36 55 - 55 Unproved 16 1 10 27 - 27 - ----------------------------------------------------------------------------- Total property acquisitions 35 1 46 82 - 82 - ----------------------------------------------------------------------------- Development 483 189 682 1,354 171 1,525 - ----------------------------------------------------------------------------- Total Costs Incurred $ 707 $298 $969 $1,974 $180 $2,154 ============================================================================= YEAR ENDED DECEMBER 31, 1991 Exploration Wells $ 205 $ 65 $150 $ 420 $ 1 $ 421 Geological and geophysical 98 45 164 307 8 315 Rentals and other 18 2 8 28 2 30 - ----------------------------------------------------------------------------- Total exploration 321 112 322 755 11 766 - ----------------------------------------------------------------------------- Property acquisitions (2) Proved (3) - 1 4 5 - 5 Unproved 59 8 33 100 - 100 - ----------------------------------------------------------------------------- Total property acquisitions 59 9 37 105 - 105 - ----------------------------------------------------------------------------- Development 665 152 569 1,386 164 1,550 - ----------------------------------------------------------------------------- Total Costs Incurred $1,045 $273 $928 $2,246 $175 $2,421 - ----------------------------------------------------------------------------- (1) Includes costs incurred whether capitalized or charged to earnings. Excludes support equipment expenditures. (2) Proved amounts include wells, equipment and facilities associated with proved reserves; unproved represents amounts for equipment and facilities not associated with the production of proved reserves. (3) Does not include properties acquired through property exchanges. (4) In 1993, Total Costs Incurred for affiliated companies includes $146 for CPI. FS-30 TABLE II - CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES Consolidated Companies - ------------------------------------------------------- Affiliated Millions of dollars U.S. Africa Other Total Companies Worldwide - ----------------------------------------------------------------------------- AT DECEMBER 31, 1993 Unproved properties $ 404 $ 31 $ 206 $ 641 $ 420 $ 1,061 Proved properties and related producing assets 15,655 1,528 4,646 21,829 1,005 22,834 Support equipment 750 105 303 1,158 546 1,704 Deferred exploratory wells 139 23 60 222 - 222 Other uncompleted projects 269 296 879 1,444 466 1,910 - ----------------------------------------------------------------------------- Gross capitalized costs 17,217 1,983 6,094 25,294 2,437 27,731 - ----------------------------------------------------------------------------- Unproved properties valuation 280 20 103 403 - 403 Proved producing properties - Depreciation and depletion 9,645 799 2,467 12,911 386 13,297 Future abandonment and restoration 1,002 195 276 1,473 13 1,486 Support equipment depreciation 338 52 149 539 238 777 - ----------------------------------------------------------------------------- Accumulated provisions 11,265 1,066 2,995 15,326 637 15,963 - ----------------------------------------------------------------------------- Net Capitalized Costs $ 5,952 $ 917 $3,099 $ 9,968 $1,800* $11,768 ============================================================================= AT DECEMBER 31, 1992 Unproved properties $ 481 $ 23 $ 217 $ 721 $ - $ 721 Proved properties and related producing assets 15,682 1,358 4,087 21,127 622 21,749 Support equipment 685 92 270 1,047 374 1,421 Deferred exploratory wells 100 30 66 196 1 197 Other uncompleted projects 443 203 910 1,556 368 1,924 - ----------------------------------------------------------------------------- Gross capitalized costs 17,391 1,706 5,550 24,647 1,365 26,012 - ----------------------------------------------------------------------------- Unproved properties valuation 327 17 110 454 - 454 Proved producing properties - Depreciation and depletion 9,276 700 2,225 12,201 335 12,536 Future abandonment and restoration 967 168 226 1,361 13 1,374 Support equipment depreciation 296 50 133 479 218 697 - ----------------------------------------------------------------------------- Accumulated provisions 10,866 935 2,694 14,495 566 15,061 - ----------------------------------------------------------------------------- Net Capitalized Costs $ 6,525 $ 771 $ 2,856 $10,152 $ 799 $10,951 ============================================================================= AT DECEMBER 31, 1991 Unproved properties $ 658 $ 24 $ 389 $ 1,071 $ - $ 1,071 Proved properties and related producing assets 18,088 1,212 3,925 23,225 534 23,759 Support equipment 658 90 212 960 347 1,307 Deferred exploratory wells 109 50 124 283 1 284 Other uncompleted projects 528 179 656 1,363 322 1,685 - ----------------------------------------------------------------------------- Gross capitalized costs 20,041 1,555 5,306 26,902 1,204 28,106 - ----------------------------------------------------------------------------- Unproved properties valuation 429 12 110 551 - 551 Proved producing properties - Depreciation and depletion 10,322 613 2,166 13,101 299 13,400 Future abandonment and restoration 1,024 147 216 1,387 12 1,399 Support equipment depreciation 262 60 117 439 203 642 - ----------------------------------------------------------------------------- Accumulated Provisions 12,037 832 2,609 15,478 514 15,992 - ----------------------------------------------------------------------------- Net Capitalized Costs $ 8,004 $ 723 $2,697 $11,424 $ 690 $12,114 ============================================================================= *At December 31, 1993, Net Capitalized Costs for affiliated companies includes $860 for CPI. FS-31 Unaudited TABLE III - RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES (1) The company's results of operations from oil and gas producing activities for the years 1993, 1992 and 1991 are shown below. Net income from exploration and production activities as reported on Page FS-6 includes the allocation of corporate overhead and income taxes computed on an effective rate basis. In accordance with SFAS 69, allocated corporate overhead is excluded from the results below, and income taxes are based on statutory tax rates, reflecting allowable deductions and tax credits. Interest expense is excluded from both reported results. Consolidated Companies - ------------------------------------------------------- Affiliated Millions of dollars U.S. Africa Other Total Companies Worldwide - ----------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 1993 Revenues from net production Sales $1,539 $ 247 $ 779 $2,565 $ 63 $2,628 Transfers 1,912 1,040 661 3,613 487 4,100 - ----------------------------------------------------------------------------- Total 3,451 1,287 1,440 6,178 550 6,728 Production expenses (1,274) (208) (402) (1,884) (204) (2,088) Proved producing properties depreciation, depletion and abandonment provision (958) (126) (311) (1,395) (58) (1,453) Exploration expenses (99) (79) (174) (352) (9) (361) Unproved properties valuation (31) (4) (12) (47) - (47) Other income (expense) (2) 20 - 8 28 6 34 - ----------------------------------------------------------------------------- Results before income taxes 1,109 870 549 2,528 285 2,813 Income tax expense (422) (625) (243) (1,290) (152) (1,442) - ----------------------------------------------------------------------------- RESULTS OF PRODUCING OPERATIONS $ 687 $ 245 $ 306 $1,238 $133* $1,371 ============================================================================= YEAR ENDED DECEMBER 31, 1992 Revenues from net production Sales $1,558 $ 365 $ 816 $2,739 $ 19 $2,758 Transfers 2,301 1,097 580 3,978 519 4,497 - ----------------------------------------------------------------------------- Total 3,859 1,462 1,396 6,717 538 7,255 Production expenses (1,477) (194) (508) (2,179) (153) (2,332) Proved producing properties depreciation, depletion and abandonment provision (1,126) (110) (301) (1,537) (38) (1,575) Exploration expenses (182) (79) (226) (487) (8) (495) Unproved properties valuation (38) (5) (17) (60) - (60) Other income (expense) (2) 431 27 72 530 (15) 515 - ----------------------------------------------------------------------------- Results before income taxes 1,467 1,101 416 2,984 324 3,308 Income tax expense (420) (856) (231) (1,507) (170) (1,677) - ----------------------------------------------------------------------------- Results of Producing Operations $1,047 $ 245 $ 185 $1,477 $154 $1,631 ============================================================================= YEAR ENDED DECEMBER 31, 1991 Revenues from net production Sales $1,609 $ 268 $ 694 $2,571 $ 20 $2,591 Transfers 2,364 1,138 778 4,280 563 4,843 - ----------------------------------------------------------------------------- Total 3,973 1,406 1,472 6,851 583 7,434 Production expenses (1,870) (149) (439) (2,458) (148) (2,606) Proved producing properties depreciation, depletion and abandonment provision (1,259) (100) (252) (1,611) (35) (1,646) Exploration expenses (220) (92) (298) (610) (10) (620) Unproved properties valuation (77) (3) (21) (101) - (101) Other income (expense) (2) 107 (5) 117 219 (15) 204 - ----------------------------------------------------------------------------- Results before income taxes 654 1,057 579 2,290 375 2,665 Income tax expense (246) (894) (403) (1,543) (212) (1,755) - ----------------------------------------------------------------------------- Results of Producing Operations $ 408 $ 163 $ 176 $ 747 $163 $ 910 ============================================================================= *For 1993, Results of Producing Operations for affiliated companies includes $134 for CPI. FS-32 TABLE III - RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES (1) - Continued Per Unit Average Consolidated Companies Sales Price and ------------------------------ Production Affiliated Cost (1), (3) U.S. Africa Other Total Companies Worldwide - ----------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 1993 Average sales prices Liquids, per barrel $14.48 $16.21 $16.06 $15.33 $13.06 $15.05 Natural gas, per thousand cubic feet 1.98 - 2.08 2.00 .13 1.99 Average production costs, per barrel 4.91 2.62 4.22 4.34 4.77 4.38 ============================================================================= YEAR ENDED DECEMBER 31, 1992 Average sales prices Liquids, per barrel $16.02 $18.40 $17.66 $17.00 $14.87 $16.77 Natural gas, per thousand cubic feet 1.69 - 1.96 1.73 - 1.73 Average production costs, per barrel 5.11 2.44 5.85 4.78 4.23 4.74 ============================================================================= YEAR ENDED DECEMBER 31, 1991 Average sales prices Liquids, per barrel $16.73 $19.00 $18.36 $17.63 $15.25 $17.36 Natural gas, per thousand cubic feet 1.53 - 2.24 1.63 - 1.63 Average production costs, per barrel 6.29 2.01 5.10 5.37 3.87 5.26 ============================================================================= Average sales price for liquids ($/bbl.) DECEMBER 1993 $10.73 $12.94 $13.63 $12.05 $10.46 $11.82 December 1992 15.22 17.60 17.26 16.35 14.15 16.07 December 1991 15.08 17.39 18.76 16.43 14.38 16.19 ============================================================================= Average sales price for natural gas ($/MCF) DECEMBER 1993 $ 2.19 $ - $ 2.34 $ 2.21 $ .26 $ 2.20 December 1992 2.17 - 1.99 2.14 - 2.14 December 1991 1.93 - 2.51 2.00 - 2.00 ============================================================================= (1) The value of owned production consumed as fuel has been eliminated from revenues and production expenses, and the related volumes have been deducted from net production in calculating the per unit average sales price and production cost. This has no effect on the amount of Results of Producing Operations. (2) Includes gas-processing fees, net sulfur income, natural gas contract settlements, currency transaction gains and losses, miscellaneous expenses, etc. In 1993, the United States includes before-tax losses on property dispositions and other special charges totaling $150. In 1992, before-tax gains on property dispositions of $326 in the United States were offset partially by net charges of $44 for severance programs, regulatory issues and other adjustments; Other includes $192 of before-tax gains on sales of producing and nonproducing properties, partially offset by a before-tax charge of $165 for the write-down of Beaufort Sea properties. In 1991, losses and property dispositions in the United States were offset by favorable adjustments to litigation and other reserves; the Other geographic segment included $89 of before-tax gains on property dispositions. (3) Natural gas converted to crude oil equivalent gas (OEG) barrels at a rate of 6 MCF=1 OEG barrel. TABLE IV - RESERVE QUANTITIES INFORMATION The company's estimated net proved underground oil and gas reserves and changes thereto for the years 1993, 1992 and 1991 are shown in the following table. These quantities are estimated by the company's reserves engineers and reviewed by the company's Reserves Advisory Committee using reserve definitions prescribed by the Securities and Exchange Commission. Proved reserves are the estimated quantities that geologic and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Due to the inherent uncertainties and the limited nature of reservoir data, estimates of underground reserves are subject to change over time as additional information becomes available. Proved reserves do not include additional quantities recoverable beyond the term of lease or contract unless renewal is reasonably certain, or that may result from extensions of currently proved areas, or from application of secondary or tertiary recovery processes not yet tested and determined to be economic. Proved developed reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods. "Net" reserves exclude royalties and interests owned by others and reflect contractual arrangements and royalty obligations in effect at the time of the estimate. Upon formation of the Tengizchevroil joint venture in April 1993, the company recognized 1.1 billion barrels of net proved crude oil and natural gas liquids reserves and 1.5 trillion cubic feet of net natural gas reserves, which represented its 50 percent ownership. FS-33 Unaudited TABLE IV - RESERVE QUANTITIES INFORMATION - Continued
NET PROVED RESERVES OF CRUDE OIL, CONDENSATE AND NATURAL GAS LIQUIDS NET PROVED RESERVES OF NATURAL GAS Millions of barrels Billions of cubic feet ------------------------------------------------------ ---------------------------------------------------- Consolidated Companies ------------------------------- Consolidated Companies Affiliated ------------------------------ Affiliated U.S. Africa Other Total Companies Worldwide U.S. Africa Other Total Companies Worldwide - ----------------------------------------------------------------------------- --------------------------------------------------- RESERVES AT JANUARY 1, 1991 1,653 617 524 2,794 447 3,241 7,086 - 2,215 9,301 142 9,443 Changes attributable to: Revisions 35 58 27 120 39 159 395 - 539 934 5 939 Improved recovery 37 1 9 47 7 54 3 - 20 23 6 29 Extensions and discoveries 19 34 18 71 3 74 195 - 86 281 12 293 Purchases (1) 20 - 4 24 - 24 43 - 3 46 - 46 Sales (2) (30) - (17) (47) - (47) (292) - (35) (327) - (327) Production (166) (74) (64) (304) (45) (349) (861) - (148) (1,009) (15) (1,024) - ---------------------------------------------------------------------------- ---------------------------------------------------- RESERVES AT DECEMBER 31, 1991 1,568 636 501 2,705 451 3,156 6,569 - 2,680 9,249 150 9,399 Changes attributable to: Revisions 38 19 24 81 34 115 255 - (11) 244 17 261 Improved recovery 23 12 2 37 198 235 1 - - 1 3 4 Extensions and discoveries 22 27 21 70 2 72 346 - 19 365 - 365 Purchases (1) 4 - 8 12 - 12 14 - 65 79 - 79 Sales (2) (129) - (20) (149) - (149) (839) - (78) (917) - (917) Production (158) (79) (64) (301) (44) (345) (847) - (157) (1,004) (12) (1,016) - ---------------------------------------------------------------------------- ---------------------------------------------------- RESERVES AT DECEMBER 31, 1992 1,368 615 472 2,455 641 3,096 5,499 - 2,518 8,017 158 8,175 Changes attributable to: Revisions (36) 42 (2) 4 53 57 383 - (142) 241 (3) 238 Improved recovery 74 - 25 99 21 120 7 - - 7 2 9 Extensions and discoveries 24 105 18 147 2 149 349 - 44 393 - 393 Purchases (1) 10 - 18 28 1,106 1,134 24 - 9 33 1,533 1,566 Sales (2) (17) - (7) (24) - (24) (27) - (21) (48) - (48) Production (144) (80) (71) (295) (52) (347) (751) - (151) (902) (20) (922) - ---------------------------------------------------------------------------- ---------------------------------------------------- RESERVES AT DECEMBER 31, 1993 1,279 682 453 2,414 1,771 (3) 4,185 5,484 - 2,257 7,741 1,670 (3) 9,411 ============================================================================ ==================================================== Developed reserves - ---------------------------------------------------------------------------- ----------------------------------------------------- At January 1, 1991 1,460 487 337 2,284 274 2,558 6,512 - 1,761 8,273 137 8,410 At December 31, 1991 1,421 524 313 2,258 338 2,596 5,971 - 2,006 7,977 135 8,112 At December 31, 1992 1,251 498 315 2,064 368 2,432 4,812 - 1,845 6,657 150 6,807 AT DECEMBER 31, 1993 1,151 503 310 1,964 932 2,896 4,863 - 1,647 6,510 714 7,224 ============================================================================ ===================================================== (1) Includes reserves acquired through property exchanges. (2) Includes reserves disposed of through property exchanges, including, in 1992 in the United States, the exchange of an oil and gas subsidiary for 15,750,000 shares of Chevron common stock owned by a stockholder. (3) At December 31, 1993, Net Proved Reserves of Crude Oil, Condensate and Natural Gas Liquids for affiliated companies includes 669 for CPI; Net Proved Reserves of Natural Gas includes 142 for CPI.
TABLE V - STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATED TO PROVED OIL AND GAS RESERVES The standardized measure of discounted future net cash flows, related to the above proved oil and gas reserves, is calculated in accordance with the requirements of SFAS 69. Estimated future cash inflows from production are computed by applying year-end prices for oil and gas to year-end quantities of estimated net proved reserves. Future price changes are limited to those provided by contractual arrangements in existence at the end of each reporting year. Future development and production costs are those estimated future expenditures necessary to develop and produce year-end estimated proved reserves based on year-end cost indices, assuming continuation of year-end economic conditions. Estimated future income taxes are calculated by applying appropriate year-end statutory tax rates. These rates reflect allowable deductions and tax credits and are applied to estimated future pre-tax net cash flows, less the tax basis of related assets. Discounted future net cash flows are calculated using 10 percent midperiod discount factors. This discounting requires a year-by-year estimate of when the future expenditures will be incurred and when the reserves will be produced. The information provided does not represent management's estimate of the company's expected future cash flows or value of proved oil and gas reserves. Estimates of proved reserve quantities are imprecise and change over time as new information becomes available. Moreover, probable and possible reserves, which may become proved in the future, are excluded from the calculations. The arbitrary valuation prescribed under SFAS 69 requires assumptions as to the timing of future production from proved reserves and the timing and amount of future development and production costs. The calculations are made as of December 31 each year and should not be relied upon as an indication of the company's future cash flows or value of its oil and gas reserves. FS-34 Unaudited TABLE V - STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATED TO PROVED OIL AND GAS RESERVES - CONTINUED
Consolidated Companies --------------------------------------------- Millions Affiliated of dollars U.S. Africa Other Total Companies Worldwide - --------------------------------------------------------------------------------------------------------------------- AT DECEMBER 31, 1993 Future cash inflows from production $24,990 $ 8,680 $10,590 $44,260 $19,660 $63,920 Future production and development costs (13,510) (3,640) (4,740) (21,890) (13,900) (35,790) Future income taxes (3,490) (3,020) (1,660) (8,170) (2,280) (10,450) - --------------------------------------------------------------------------------------------------------------------- Undiscounted future net cash flows 7,990 2,020 4,190 14,200 3,480 17,680 10 percent midyear annual discount for timing of estimated cash flows (3,400) (700) (1,500) (5,600) (2,340) (7,940) - --------------------------------------------------------------------------------------------------------------------- STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS $ 4,590 $ 1,320 $ 2,690 $ 8,600 $ 1,140* $ 9,740 ===================================================================================================================== AT DECEMBER 31, 1992 Future cash inflows from production $32,820 $10,770 $13,910 $57,500 $10,820 $68,320 Future production and development costs (15,240) (2,280) (5,670) (23,190) (6,870) (30,060) Future income taxes (5,420) (4,020) (2,420) (11,860) (2,010) (13,870) - --------------------------------------------------------------------------------------------------------------------- Undiscounted future net cash flows 12,160 4,470 5,820 22,450 1,940 24,390 10 percent midyear annual discount for timing of estimated cash flows (5,450) (1,560) (2,700) (9,710) (930) (10,640) - --------------------------------------------------------------------------------------------------------------------- Standardized Measure of Discounted Future Net Cash Flows $ 6,710 $ 2,910 $ 3,120 $12,740 $ 1,010 $13,750 ===================================================================================================================== AT DECEMBER 31, 1991 Future cash inflows from production $35,090 $11,060 $14,540 $60,690 $ 7,960 $68,650 Future production and development costs (21,520) (2,260) (6,640) (30,420) (3,980) (34,400) Future income taxes (3,740) (5,510) (3,170) (12,420) (2,240) (14,660) - --------------------------------------------------------------------------------------------------------------------- Undiscounted future net cash flows 9,830 3,290 4,730 17,850 1,740 19,590 10 percent midyear annual discount for timing of estimated cash flows (4,280) (1,250) (2,020) (7,550) (630) (8,180) - --------------------------------------------------------------------------------------------------------------------- Standardized Measure of Discounted Future net Cash Flows $ 5,550 $ 2,040 $ 2,710 $10,300 $ 1,110 $11,410 ===================================================================================================================== *At December 31, 1993, the Standardized Measure of Discounted Future Net Cash Flows for affiliated companies includes $800 for CPI.
TABLE VI - CHANGES IN THE STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS FROM PROVED RESERVES
Consolidated Companies Affiliated Companies Worldwide -------------------------- ------------------------ --------------------------- Millions of dollars 1993 1992 1991 1993 1992 1991 1993 1992 1991 - ------------------------------------------------------------------------------------------------------------------------------ PRESENT VALUE AT JANUARY 1 $12,740 $10,300 $17,710 $1,010 $1,110 $1,730 $13,750 $11,410 $19,440 - ------------------------------------------------------------------------------------------------------------------------------ Sales and transfers of oil and gas produced, net of production costs (4,294) (4,538) (4,363) (346) (385) (435) (4,640) (4,923) (4,798) Development costs incurred 1,280 1,354 1,386 171 171 164 1,451 1,525 1,550 Purchases of reserves 30 89 106 436 - - 466 89 106 Sales of reserves (72) (1,723) (665) - - - (72) (1,723) (665) Extensions, discoveries and improved recovery, less related costs 922 912 728 5 810 54 927 1,722 782 Revisions of previous quantity estimates 1,210 1,217 1,445 560 (817) 522 1,770 400 1,967 Net changes in prices, development and production costs (6,602) 2,633 (17,420) (1,123) (401) (2,186) (7,725) 2,232 (19,606) Accretion of discount 1,775 1,641 3,101 205 239 380 1,980 1,880 3,481 Net change in income tax 1,611 855 8,272 222 283 881 1,833 1,138 9,153 - ------------------------------------------------------------------------------------------------------------------------------ Net change for the year (4,140) 2,440 (7,410) 130 (100) (620) (4,010) 2,340 (8,030) - ------------------------------------------------------------------------------------------------------------------------------ PRESENT VALUE AT DECEMBER 31 $ 8,600 $12,740 $10,300 $1,140 $1,010 $1,110 $9,740 $13,750 $11,410 ============================================================================================================================== The changes in present values between years, which can be significant, reflect changes in estimated proved reserve quantities and prices and assumptions used in forecasting production volumes and costs. Changes in the timing of production are included with "Revisions of previous quantity estimates." The decline at year-end 1993 is due primarily to lower crude oil prices.
FS-35 FIVE-YEAR FINANCIAL SUMMARY (1)
Millions of dollars, except per-share amounts 1993 1992 (2) 1991 (2) 1990 1989 - --------------------------------------------------------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF INCOME DATA REVENUES Sales and other operating revenues Refined products $16,089 $16,821 $16,794 $19,385 $15,682 Crude oil 8,501 10,031 10,276 11,303 6,791 Natural gas 2,156 1,995 1,869 2,056 1,693 Natural gas liquids 1,235 1,190 1,165 1,305 937 Other petroleum 967 927 812 769 719 Chemicals 2,708 2,872 3,098 3,325 3,048 Coal and other minerals 447 397 427 443 470 Excise taxes 4,068 3,964 3,659 2,933 2,473 Corporate and other 20 15 18 21 103 - --------------------------------------------------------------------------------------------------------------------------------- Total sales and other operating revenues 36,191 38,212 38,118 41,540 31,916 Equity in net income of affiliated companies 440 406 491 371 350 Other income 451 1,059 334 655 519 - --------------------------------------------------------------------------------------------------------------------------------- TOTAL REVENUES 37,082 39,677 38,943 42,566 32,785 COSTS, OTHER DEDUCTIONS AND INCOME TAXES 35,817 37,467 37,650 40,409 32,534 - --------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $ 1,265 $ 2,210 $ 1,293 $ 2,157 $ 251 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES - (641) - - - - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) $ 1,265 $ 1,569 $ 1,293 $ 2,157 $ 251 ================================================================================================================================= PER SHARE OF COMMON STOCK: INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $3.89 $6.52 $3.69 $6.10 $0.73 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES - (1.89) - - - - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) PER SHARE OF COMMON STOCK $3.89 $4.63 $3.69 $6.10 $0.73 ================================================================================================================================= CASH DIVIDENDS PER SHARE $3.50 $3.30 $3.25 $2.95 $2.80 ================================================================================================================================= CONSOLIDATED BALANCE SHEET DATA (YEAR-END) Current assets $ 8,682 $ 8,722 $ 9,031 $10,089 $ 8,620 Properties, plant and equipment (net) 21,865 22,188 22,850 22,726 23,040 Total assets 34,736 33,970 34,636 35,089 33,884 Short-term debt 3,456 2,888 1,706 59 126 Other current liabilities 7,150 6,947 7,774 8,958 7,457 Long-term debt and capital lease obligations 4,082 4,953 5,991 6,710 7,390 Stockholders' equity 13,997 13,728 14,739 14,836 13,980 Per share $ 42.97 $ 42.22 $ 42.51 $ 42.29 $ 39.38 ================================================================================================================================= SELECTED DATA Return on average stockholders' equity 9.1% 11.0% 8.7% 15.0% 1.8% Return on average capital employed 6.8% 8.5% 7.5% 11.9% 3.2% Total debt/total debt plus equity 35.0% 36.4% 34.3% 31.3% 35.0% Capital and exploratory expenditures (3) $ 4,440 $ 4,423 $ 4,787 $ 4,269 $ 3,982 Common stock price - High $98 3/8 $75 3/8 $80 1/8 $81 5/8 $72 - Low $67 3/4 $60 1/8 $63 1/2 $63 1/8 $45 3/4 - Year-end $87 1/8 $69 1/2 $69 $72 5/8 $67 3/4 Common shares outstanding at year-end (in thousands) 325,739 325,174 346,722 350,800 355,024 Weighted average shares outstanding for the year (in thousands) 325,479 338,977 350,174 353,463 341,889 Number of employees at year-end 47,576 49,245 55,123 54,208 54,826 ================================================================================================================================= (1) Comparability between years is affected by changes in accounting methods: 1992 and 1993 reflect adoption of Statements of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits other than Pensions" and SFAS No. 109, "Accounting for Income Taxes"; 1989 through 1991 reflect the adoption of SFAS No. 96, "Accounting for Income Taxes". (2) To conform to the presentation adopted in 1993, the years 1992 and 1991 have been reclassified to net certain offsetting crude oil purchases and sales contracts. This classification had no effect on net income. These types of transactions were insignificant in 1990 and prior years. (3) Includes equity in affiliates' expenditures. $701 $621 $498 $433 $389
FS-36 CALTEX GROUP OF COMPANIES COMBINED FINANCIAL STATEMENTS AND SCHEDULES December 31, 1993 C-1 CALTEX GROUP OF COMPANIES COMBINED FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1993 INDEX SCHEDULE NUMBER PAGE(S) -------- ----------- General Information . . . . . . . . . . . . . . . . . . C-3 to C-4 Independent Auditors' Report . . . . . . . . . . . . . C-5 Combined Balance Sheet . . . . . . . . . . . . . . . . C-6 to C-7 Combined Statement of Income . . . . . . . . . . . . . C-8 Combined Statement of Retained Earnings . . . . . . . C-9 Combined Statement of Cash Flows . . . . . . . . . . . C-9 Notes to Combined Financial Statements . . . . . . . . C-10 to C-19 Property, Plant and Equipment . . . . . . . . . . . . V C-20 Accumulated Depreciation, Depletion and Amortization . VI C-21 NOTE: All other schedules are omitted as permitted by Rule 4.03 and Rule 5.04 of Regulation S-X. C-2 CALTEX GROUP OF COMPANIES GENERAL INFORMATION The Caltex Group of Companies (Group) is jointly owned 50% each by Chevron Corporation and Texaco Inc. The private joint venture was created in Bahrain in 1936 by its two owners to produce, refine and market crude oil and refined products. Headquartered in Irving, Texas, the Group is comprised of the following companies: Caltex Petroleum Corporation, a company incorporated in Delaware, that through its many subsidiaries and affiliates, conducts refining and marketing activities in the Eastern Hemisphere; P. T. Caltex Pacific Indonesia, an exploration and production company incorporated and operating in Indonesia; American Overseas Petroleum Limited, a company incorporated in the Bahamas, that, through its subsidiaries, manages certain exploration and production operations in Indonesia in which Chevron and Texaco have interests, but not necessarily jointly nor in the same properties. A brief description of each company's operations and the Group's environmental activities follows: CALTEX PETROLEUM CORPORATION (CALTEX) - ------------------------------------- Through its subsidiaries and affiliates, Caltex operates in 63 countries with some of the highest economic and petroleum growth rates in the world, principally in Africa, Asia, the Middle East, New Zealand and Australia. Certain refining and marketing operations are conducted through joint ventures, with equity interests in 14 refineries in 11 countries. Caltex' share of refinery inputs approximated 869,000 barrels per day in 1993. Caltex continues to improve its refineries with investments designed to provide higher yields and meet environmental regulations. Construction of a new 130,000 barrels per day refinery in Thailand is progressing with completion anticipated in 1996. At year end 1993, Caltex had over 7,800 employees, of which about 3% were located in the United States. With a strong presence in its principal operating areas, Caltex has an average market share of 17.3% with refined product sales of approximately 1.3 million barrels per day in 1993. Caltex built 130 new branded retail outlets during 1993 and refurbished 294 existing locations in its aim to upgrade its retail distribution network. Caltex conducts international crude oil and refined product logistics and trading operations from a subsidiary in Singapore. Other offices are located in London, Bahrain and Tokyo. The company has an interest in a fleet of vessels and owns or has equity interests in numerous pipelines, terminals and depots. Currently, Caltex is active in the petrochemical business, particularly in Japan and South Korea. P. T. CALTEX PACIFIC INDONESIA (CPI) - ------------------------------------ CPI holds a Production Sharing Contract in Central Sumatra for which the Indonesian government granted an extension to the year 2021 during 1992. CPI also acts as operator for four other petroleum contract areas in Sumatra, which are jointly held by Chevron and Texaco. Exploration is pursued throughout an area comprising 2.446 million acres with production established in the giant Minas and Duri fields, along with more than 80 smaller fields. Gross production from fields operated by CPI for 1993 was 674,000 barrels per day. CPI entitlements are sold to its shareholders, who use it in their systems or sell it to third parties. In addition, during 1993 CPI began gas exploration activities in the Nias block held jointly by Chevron and Texaco. At year end 1993, CPI had over 6,400 employees, all located in Indonesia. C-3 CALTEX GROUP OF COMPANIES GENERAL INFORMATION AMERICAN OVERSEAS PETROLEUM LIMITED (AOPL) - ------------------------------------------ In addition to coordinating the CPI activities, AOPL, through its subsidiary Amoseas Indonesia Inc., manages Texaco's and Chevron's undivided interest holdings which include ten contract areas in Indonesia, excluding Sumatra. Production is currently established in two contract areas, while exploration is being pursued in seven others. One in Darajat in West Java contains geothermal reserves sufficient to supply a 55-megawatt power generating plant for over 30 years. Production of the geothermal reserves is expected to begin in 1994 while the state owned utility company completes construction of an associated power station. AOPL's 1993 share of production amounted to 38,400 barrels per day. At year end, AOPL had 281 employees, of which about 15% were located in the United States. ENVIRONMENTAL ACTIVITIES - ------------------------ The Group's activities are subject to environmental, health and safety regulations in each of the countries in which it operates. Such regulations vary significantly in degree of scope, standards and enforcement. The Group's policy is to comply with all applicable environmental, health and safety laws and regulations. The Group has an active program to ensure its environmental standards are maintained, which includes closely monitoring applicable statutory and regulatory requirements, as well as enforcement policies, in each of the countries in which it operates, and conducting periodic environmental compliance audits. At December 31, 1993, the Group had accrued $12 million for various remediation activities. The environmental guidelines and definitions promulgated by the American Petroleum Institute provide the basis for reporting the Group's expenditures. For the year ended December 31, 1993, the Group, including its equity share of nonsubsidiary companies, incurred capital costs of $147 million and nonremediation related operating expenses of $92 million. The major component of the Group's expenditures is for the prevention of air pollution. Based upon existing statutory and regulatory requirements, investment and operating plans and known exposures, the Group believes environmental expenditures will not materially affect its liquidity, financial position or results of operations. C-4 INDEPENDENT AUDITORS' REPORT TO THE STOCKHOLDERS THE CALTEX GROUP OF COMPANIES: We have audited the accompanying combined balance sheets of the Caltex Group of Companies as of December 31, 1993 and 1992, and the related combined statements of income, retained earnings, and cash flows for each of the years in the three-year period ended December 31, 1993. In connection with our audits of the combined financial statements, we also have audited the financial statement schedules as listed in the accompanying index. These combined financial statements and financial statement schedules are the responsibility of the Group's management. Our responsibility is to express an opinion on these combined financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Caltex Group of Companies as of December 31, 1993 and 1992 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1993, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic combined financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. As discussed in Notes 1 and 6 to the combined financial statements, effective January 1, 1992, the Group adopted the provisions of the Financial Accounting Standards Board's Statements of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and No. 109, "Accounting for Income Taxes." KPMG PEAT MARWICK Dallas, Texas February 15, 1994 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-3 (No. 2-98466) and Form S-8 (Nos. 33-3899, 33-34039 and 33-35283) of Chevron Corporation, and to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (No. 33-14307) of Chevron Capital U.S.A. Inc. and Chevron Corporation, and to the incorporation by reference in the Registration Statement on Form S-3 (No. 33-58838) of Chevron Canada Finance Limited and Chevron Corporation, and to the incorporation by reference in the Registration Statement on Form S-8 (No. 2-90907) of Caltex Petroleum Corporation of our report dated February 15, 1994, relating to the combined balance sheets of the Caltex Group of Companies as of December 31, 1993 and 1992 and the related combined statements of income, retained earnings and cash flows and related financial statement schedules for each of the years in the three-year period ended December 31, 1993, which report appears in the December 31, 1993 Annual Report on Form 10-K of Chevron Corporation. KPMG PEAT MARWICK Dallas, Texas March 25, 1994 C-5 CALTEX GROUP OF COMPANIES COMBINED BALANCE SHEET - DECEMBER 31, 1993 AND 1992 (MILLIONS OF DOLLARS) ASSETS 1993 1992 CURRENT ASSETS: ------ ------ Cash and cash equivalents (including time deposits of $64 in 1993 and $121 in 1992) $ 166 $ 239 Notes and accounts receivable, less allowance for doubtful accounts of $14 in 1993 and $15 in 1992: Trade 950 1,020 Other 155 115 Nonsubsidiary companies 112 173 ------ ------ 1,217 1,308 Inventories: Crude oil 148 239 Refined products 532 512 Materials and supplies 56 55 ------ ------ 736 806 Deferred income taxes 4 25 ------ ------ Total current assets 2,123 2,378 INVESTMENTS AND ADVANCES: Nonsubsidiary companies at equity 1,796 1,427 Miscellaneous investments and long-term receivables, less allowance of $7 in 1993 and 1992 195 173 ------ ------ 1,991 1,600 PROPERTY, PLANT AND EQUIPMENT, AT COST: Producing 3,027 2,783 Refining 1,483 1,259 Marketing 2,252 2,107 Marine 35 35 Capitalized leases 119 113 ------ ------ 6,916 6,297 Less: Accumulated depreciation, depletion and amortization 2,878 2,628 ------ ------ 4,038 3,669 PREPAID AND DEFERRED CHARGES 237 216 ------ ------ Total assets $8,389 $7,863 ====== ====== See accompanying Notes to Combined Financial Statements. C-6 CALTEX GROUP OF COMPANIES COMBINED BALANCE SHEET - DECEMBER 31, 1993 AND 1992 (MILLIONS OF DOLLARS) LIABILITIES AND STOCKHOLDERS' EQUITY 1993 1992 ------ ------ CURRENT LIABILITIES: Notes payable to banks and other financial institutions $ 966 $ 830 Long-term debt due within one year 51 51 Accounts payable: Trade and other 967 1,081 Stockholder companies 87 229 Nonsubsidiary companies 149 76 ------ ------ 1,203 1,386 Accrued liabilities 86 91 Estimated income taxes 105 95 ------ ------ Total current liabilities 2,411 2,453 LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 530 486 ACCRUED LIABILITY FOR EMPLOYEE BENEFITS 98 92 DEFERRED CREDITS 646 605 DEFERRED INCOME TAXES 263 270 MINORITY INTEREST IN SUBSIDIARY COMPANIES 146 138 STOCKHOLDERS' EQUITY: Common stock 355 355 Additional paid-in capital 2 2 Retained earnings 3,688 3,310 Currency translation adjustment 250 152 ------ ------ Total stockholders' equity 4,295 3,819 COMMITMENTS AND CONTINGENT LIABILITIES ------ ------ Total liabilities and stockholders' equity $8,389 $7,863 ====== ====== See accompanying Notes to Combined Financial Statements. C-7 CALTEX GROUP OF COMPANIES COMBINED STATEMENT OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (MILLIONS OF DOLLARS) 1993 1992 1991 ------- ------- ------- SALES AND OTHER OPERATING REVENUES (1) $15,409 $17,281 $15,445 OPERATING CHARGES: Cost of sales and operating expenses (2) 13,431 15,348 13,394 Selling, general and administrative expenses 496 479 444 Depreciation, depletion and amortization 295 263 257 Maintenance and repairs 170 165 156 ------- ------- ------- 14,392 16,255 14,251 ------- ------- ------- Operating income 1,017 1,026 1,194 OTHER INCOME (DEDUCTIONS): Equity in net income of nonsubsidiary companies 140 163 188 Dividends, interest and other income 99 83 288 Foreign exchange, net 23 21 (5) Interest expense (93) (102) (131) Minority interest in subsidiary companies (8) (13) (8) ------- ------- ------- 161 152 332 ------- ------- ------- Income before provision for income taxes and cumulative effects of changes in accounting principles 1,178 1,178 1,526 ------- ------- ------- PROVISION FOR INCOME TAXES: Current 433 456 649 Deferred 25 53 38 ------- ------- ------- Total provision for income taxes 458 509 687 ------- ------- ------- Income before cumulative effects of changes in accounting principles 720 669 839 Cumulative effects of changes in accounting principles - 51 - ------- ------- ------- Net income $ 720 $ 720 $ 839 ======= ======= ======= (1) Includes sales to: Stockholder companies $ 907 $ 835 $1,124 Nonsubsidiary companies $2,684 $3,075 $2,610 (2) Includes purchases from: Stockholder companies $3,333 $3,917 $3,181 Nonsubsidiary companies $2,618 $2,198 $2,217 See accompanying Notes to Combined Financial Statements. C-8 CALTEX GROUP OF COMPANIES COMBINED STATEMENT OF RETAINED EARNINGS FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (MILLIONS OF DOLLARS) 1993 1992 1991 ------- ------- ------- Balance at beginning of year $3,310 $2,955 $2,518 Net income 720 720 839 Cash dividends (342) (365) (402) ------- ------- ------- Balance at end of year $3,688 $3,310 $2,955 ======= ======= ======= COMBINED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (MILLIONS OF DOLLARS) 1993 1992 1991 ------- ------- ------- OPERATING ACTIVITIES: Net income $ 720 $ 720 $ 839 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effects of changes in accounting principles - (51) - Depreciation, depletion and amortization 295 263 257 Dividends from nonsubsidiary companies, less than equity in net income (103) (133) (162) Asset sales (4) (4) (200) Deferred income taxes 25 53 38 Prepaid charges and deferred credits (41) 25 45 Changes in operating working capital 31 (58) 127 Other 10 (46) 5 ------- ------- ------- Net cash provided by operating activities 933 769 949 ------- ------- ------- INVESTING ACTIVITIES: Capital expenditures (763) (711) (640) Investments in and advances to nonsubsidiary companies (149) (17) (1) Net purchases of investment instruments (21) (11) (14) Proceeds from asset sales 73 144 85 ------- ------- ------- Net cash used in investing activities (860) (595) (570) ------- ------- ------- FINANCING ACTIVITIES: Proceeds from borrowings having original terms in excess of three months 745 831 643 Repayments of borrowings having original terms in excess of three months (704) (857) (553) Net increase (decrease) in other borrowings 140 94 (37) Dividends paid, including minority interest (342) (365) (407) ------- ------- ------- Net cash used in financing activities (161) (297) (354) ------- ------- ------- Effect of exchange rate changes on cash and cash equivalents 15 (8) (17) ------- ------- ------- NET CHANGE IN CASH AND CASH EQUIVALENTS (73) (131) 8 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 239 370 362 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 166 $ 239 $ 370 ======= ======= ======= See accompanying Notes to Combined Financial Statements. C-9 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF COMBINATION The combined financial statements of the Caltex Group of Companies (Group) include the accounts of Caltex Petroleum Corporation and subsidiaries, American Overseas Petroleum Limited and subsidiaries and P.T. Caltex Pacific Indonesia after the elimination of intercompany balances and transactions. A subsidiary of Chevron Corporation and two subsidiaries of Texaco Inc. (stockholders) each own 50% of the outstanding common shares. The Group is primarily engaged in exploring, producing, refining and marketing crude oil and refined products in the Eastern Hemisphere. The Group employs accounting policies that are in accordance with generally accepted accounting principles in the United States. TRANSLATION OF FOREIGN CURRENCIES The U.S. dollar is the functional currency for all principal subsidiary operations. Nonsubsidiary companies in Japan and Korea use the local currency as the functional currency. INVENTORIES Crude oil and refined product inventories are stated at the lower of cost (primarily determined on the last-in, first-out (LIFO) method) or current market value. Costs include applicable purchase and refining costs, duties, import taxes, freight, etc. Materials and supplies are valued at average cost. INVESTMENTS AND ADVANCES Investments in and advances to nonsubsidiary companies in which 20% to 50% of the voting stock is owned by the Group, or in which the Group has the ability to exercise significant influence, are accounted for by the equity method. Under this method, the Group's equity in the earnings or losses of these companies is included in current results, and the related investments reflect the equity in the book value of underlying net assets. Investments in other nonsubsidiary companies are carried at cost and related dividends are reported as income. PROPERTY, PLANT AND EQUIPMENT Exploration and production activities are accounted for under the "successful efforts" method. Depreciation, depletion and amortization expenses for capitalized costs relating to the producing area, including intangible development costs, are computed using the unit-of-production method. All other assets are depreciated by class on a uniform straight line basis. Depreciation rates are based upon the estimated useful life of each class of property. In view of the numerous depreciation classifications, it is not practical to provide a schedule of depreciation rates. Maintenance and repairs necessary to maintain facilities in operating condition are charged to income as incurred. Additions and betterments that materially extend the life of properties are capitalized. Upon disposal of properties, any net gain or loss is included in other income. C-10 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED DEFERRED INCOME TAXES Effective January 1, 1992, deferred income taxes are recognized according to the asset and liability method specified in Statement of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes" by applying individual jurisdiction tax rates applicable to future years to differences between the financial statement and tax basis carrying amounts of assets and liabilities. The effect of tax rate changes on previously recorded deferred taxes is recognized in the current year. Deferred income taxes for 1991 were recognized under the method specified in SFAS No. 96. No provision has been made for possible income taxes that might be payable if accumulated earnings of subsidiary companies and nonsubsidiary companies accounted for by the equity method were distributed, since such earnings have been or are intended to be indefinitely reinvested. ENVIRONMENTAL MATTERS Compliance with environmental regulations is determined in relation to the existing laws in each of the countries in which the Group operates and the Group's own internal standards. The Group capitalizes expenditures that create future benefits or contribute to future revenue generation. Remediation costs are accrued based on estimates of known environmental exposure even if uncertainties exist about the ultimate cost of the remediation. Such accruals are based on the best available nondiscounted estimated costs using data developed by third party experts. Costs of environmental compliance for past and ongoing operations, including maintenance and monitoring, are expensed as incurred. Recoveries from third parties are recorded as assets when realization is determined to be probable. RECLASSIFICATIONS Certain amounts have been reclassified for preceding periods to conform with the current year's presentation. (2) INVENTORIES The excess of current cost over the stated value of inventory maintained on the LIFO basis was approximately $40 million and $91 million at December 31, 1993 and 1992, respectively. The reduction of LIFO inventories in certain countries resulted in an increase in the earnings of consolidated subsidiaries and nonsubsidiary companies at equity of approximately $1 million in 1993. Previous reductions in LIFO inventories resulted in a decrease in earnings of $2 million in 1992 and an increase in earnings of $4 million in 1991. Charges of $104 million and $25 million reduced income in 1993 and 1991, respectively, to reflect a market value of certain inventories lower than their LIFO carrying value. Earnings of $14 million were recorded in 1992 to reflect a partial recovery of the 1991 charge. C-11 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (3) NONSUBSIDIARY COMPANIES AT EQUITY Investments in and advances to nonsubsidiary companies at equity at December 31 include the following (in millions): Equity Share 1993 1992 ------------ ------ ------ Nippon Petroleum Refining Company, Ltd. 50% $ 829 $ 727 Koa Oil Company, Ltd. 50% 310 268 Honam Oil Refinery Company, Ltd. 50% 423 357 All other Various 234 75 ------ ------ $1,796 $1,427 ====== ====== Shown below is summarized combined financial information for these non- subsidiary companies (in millions): 100% Equity Share ---------------- ----------------- 1993 1992 1993 1992 ------ ------ ------ ------ Current assets $4,680 $5,149 $2,316 $2,564 Other assets 6,147 4,851 2,975 2,410 Current liabilities 4,900 4,946 2,349 2,470 Other liabilities 2,306 2,173 1,146 1,078 Net worth 3,621 2,881 1,796 1,426 100% Equity Share ------------------------- ---------------------- 1993 1992 1991 1993 1992 1991 ------- ------- ------- ------ ------ ------ Operating revenues $10,679 $10,502 $10,267 $5,304 $5,216 $5,102 Operating income 494 645 839 242 319 416 Net income 281 326 380 140 163 188 Retained earnings at December 31, 1993, includes $1.2 billion representing the Group's share of undistributed earnings of nonsubsidiary companies at equity. Cash dividends received from these nonsubsidiary companies were $37 million, $30 million, and $26 million in 1993, 1992 and 1991, respectively. Sales to the other 50 percent owner of Nippon Petroleum Refining Company, Ltd. of products refined by Nippon Petroleum Refining Company, Ltd. and Koa Oil Company, Ltd. were approximately $1.9 billion, $2 billion, and $2.1 billion in 1993, 1992, and 1991, respectively. C-12 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (4) NOTES PAYABLE Information regarding short-term financing, consisting primarily of demand loans, promissory notes, acceptance credits and overdrafts, is shown below (dollars in millions): Weighted Maximum Weighted Average Average Outstanding Average Interest Rate Borrowings At Interest Rate At Any Amount On Average Year End At Year End Month End Outstanding Outstanding ------------- ------------- ---------- ----------- -------------- 1993 $966 4.7% $1,041 $902 4.6% 1992 830 5.0 1,063 898 5.7 1991 907 7.2 996 875 9.9 Unutilized lines of credit available for short-term financing totaled $814 million at December 31, 1993. (5) LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS Long-term debt and capital lease obligations, with related interest rates at December 31, 1993, consist of the following (in millions): 1993 1992 U.S. dollars: ---- ---- Variable interest rate term loans $173 $155 Fixed interest rate term loans with 7.6% average rate 220 205 Australian dollars: Debentures with interest rates at 12.5% due 1995 - 1996 8 11 Promissory notes payable with 4.9% average rate 76 65 Capital lease obligations 33 33 New Zealand dollars: Term loans with interest rates 6 - 6.35% due 1996-1997 14 - Other 6 17 ---- ---- $530 $486 ==== ==== At December 31, 1993 and 1992, $101 million and $110 million, respectively, of notes payable were classified as long-term debt. Settlement of these obligations is not expected to require the use of working capital in 1994, as the Group has both the intent and ability to refinance this debt on a long- term basis. At December 31, 1993 and 1992, $101 million and $110 million, respectively, of long-term committed credit facilities were available with major banks to support notes payable classified as long-term debt. Maturities subsequent to December 31, 1993 follow (in millions): 1994 - $51 (included on the combined balance sheet as a current liability); 1995 - $151; 1996 - $147; 1997 - $37; 1998 - $86; 1999 and thereafter - $109. C-13 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (6) EMPLOYEE BENEFITS The Group has retirement plans covering substantially all eligible employees. Generally, these plans provide defined benefits based on final or final average pay, as defined. The benefit levels, vesting terms and funding practices vary among plans. The funded status of retirement plans, primarily foreign and inclusive of nonsubsidiary companies at equity, at December 31 follows (in millions): Assets Exceed Accumulated Accumulated Benefits FUNDING STATUS Benefits Exceed Assets ------------ ------------- 1993 1992 1993 1992 ---- ---- ---- ---- Actuarial present value of: Vested benefit obligation $280 $240 $117 $100 Accumulated benefit obligation 309 264 137 117 Projected benefit obligation 484 432 195 170 Amount of assets available for benefits: Funded assets at fair value $450 $403 $ 39 $ 26 Net pension (asset) liability recorded (11) (8) 128 123 ---- ---- ---- ---- Total assets $439 $395 $167 $149 ==== ==== ==== ==== Assets less than projected benefit obligation $(45) $(37) $(28) $(21) Consisting of: Unrecognized transition net assets (liabilities) 31 38 (2) (4) Unrecognized net losses (44) (42) (23) (16) Unrecognized prior service costs (32) (33) (3) (1) Weighted average rate assumptions: Discount rate 9.5% 11.1% 6.5% 6.5% Rate of increase in compensation 7.4% 9.0% 4.7% 4.7% Expected return on plan assets 10.3% 11.4% 5.5% 4.9% EXPENSES (Funded & Unfunded Combined) 1993 1992 1991 ---- ---- ---- Cost of benefits earned during the year $ 27 $ 26 $ 21 Interest cost on projected benefit obligation 58 54 49 Actual return on plan assets (59) (9) (64) Net amortization and deferral 16 (38) 22 ---- ---- ---- $ 42 $ 33 $ 28 ==== ==== ==== The Group adopted SFAS No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" effective January 1, 1992, using the immediate recognition option. SFAS No. 106 requires accrual, during the employees' service with the Group, of the cost of their retiree health and life insurance benefits. Prior to 1992, postretirement benefits were included in expense as the benefits were paid. C-14 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (6) EMPLOYEE BENEFITS - Continued Certain companies within the Group provide health care and life insurance benefits to retired employees. The plans which provide these benefits are unfunded. As of December 31, 1993 and 1992, the accumulated postretirement benefit obligation amounted to $47 million and $43 million, respectively, with related accruals of $44 million and $43 million, respectively. The net periodic postretirement benefit costs amounted to $6 million for each of the years ending December 31, 1993 and 1992. In November 1992 the Financial Accounting Standards Board issued SFAS No. 112 "Employers' Accounting for Postemployment Benefits." This new standard requires companies to accrue, no later than 1994, for the cost for benefits provided to former or inactive employees after employment but prior to retirement. Adoption of this new standard is not expected to materially impact the combined financial statements of the Group. (7) OPERATING LEASES The Group has various operating leases involving service stations, equipment and other facilities for which net rental expense was $110 million, $95 million, and $53 million in 1993, 1992 and 1991, respectively. Future net minimum rental commitments under operating leases having noncancelable terms in excess of one year are as follows (in millions): 1994 - $42; 1995 - $42; 1996 - $42; 1997 - $37; 1998 - $31; 1999 and thereafter - $146. (8) CONTINGENT LIABILITIES On January 25, 1990, Caltex Petroleum Corporation and certain of its subsidiaries were named as defendants, along with privately held Philippine ferry and shipping companies and the shipping company's insurer, in a lawsuit filed in Houston, Texas State Court. After removal to Federal District Court in Houston, the litigation's disposition turned on questions of federal court jurisdiction and whether the case should be dismissed for forum non conveniens. The plaintiffs' petition purported to be a class action on behalf of at least 3,350 parties, who were either survivors of, or next of kin of persons deceased in a collision in Philippine waters on December 20, 1987. One vessel involved in the collision was carrying Group products in connection with a freight contract. Although the Group had no direct or indirect ownership or operational responsibility for either vessel, various theories of liability were alleged against the Group. No specific monetary recovery was sought although the petition contained a variety of demands for various categories of compensatory as well as punitive damages. These issues were resolved in the Group's favor by the Federal District Court in March 1992, and that decision is now final. However, the plaintiffs had separately filed another lawsuit, alleging the same causes of action as in the Texas litigation, in Louisiana State Court in New Orleans in late 1988 but never served the Group until late December of 1993, after the decision in the Texas litigation became final. Subsequent to receipt of the service, the Group has removed this case to Federal District Court in New Orleans and has moved for its dismissal. Management is contesting this case vigorously. It is not possible to estimate the amount of damages involved, if any. The Group may be subject to loss contingencies pursuant to environmental laws and regulations in each of the countries in which it operates that, in the future, may require the Group to take action to correct or remediate the effects on the environment of prior disposal or release of petroleum substances by the Group. The amount of such future cost is indeterminable due to such factors as the nature of the new regulations, the unknown magnitude of any possible contamination, the unknown timing and extent of the corrective actions that may be required, and the extent to which such costs are recoverable from third party insurance. C-15 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (8) CONTINGENT LIABILITIES - Continued The Group is also involved in certain other litigation and Internal Revenue Service tax audits that could involve significant payments if such items are all ultimately resolved adversely to the Group. While it is impossible to ascertain the ultimate legal and financial liability with respect to the above mentioned contingent liabilities, the aggregate amount that may arise from such liabilities is not anticipated to be material in relation to the Group's combined financial position, results of operations, or liquidity. (9)FINANCIAL INSTRUMENTS Certain Group companies are parties to financial instruments with off-balance sheet credit and market risk, principally interest rate risk. As of December 31, the Group had commitments outstanding for interest rate swaps and foreign currency transactions for which the notional or contractual amounts are as follows (in millions): 1993 1992 ---- ---- Interest rate swaps $344 $317 Commitments to purchase foreign currencies $338 $141 Commitments to sell foreign currencies $ 89 $ 20 The interest rate swaps are intended to hedge against fluctuations in interest rates on debt, and their effects are recognized in the statement of income at the same time as the interest expense on the debt to which they relate. Commitments to purchase and sell foreign currencies are made to provide exchange rate protection for specific transactions and to maximize economic benefit based on expected currency movements. The above purchase and sale commitments are at year end exchange rates and mature during the following year. These commitments are marked to market and the resulting gains and losses are recognized in current year income unless the contract is a specific hedge of an identifiable transaction. There were no material differences between the notional and estimated fair value for these commitments. The Group's long-term debt, excluding capital lease obligations, of $497 million and $453 million at December 31, 1993 and 1992, respectively, had fair values of $511 million and $462 million at December 31, 1993 and 1992, respectively. The fair value estimates were based on the present value of expected cash flows discounted at current market rates for similar obligations. The reported amounts of financial instruments such as Cash and cash equivalents, Notes and accounts receivable, and all current liabilities approximate fair value because of their short maturity. Certain Group companies were contingently liable as guarantors for $7 million and $12 million at December 31, 1993 and 1992, respectively. The Group also had commitments of $36 million and $96 million at December 31, 1993 and 1992, respectively, in the form of letters of credit which have been issued on behalf of Group companies to facilitate either the Group's or other parties' ability to trade in the normal course of business. Financial instruments exposed to credit risk consist primarily of trade receivables. These receivables are dispersed among the countries in which the Group operates, thus limiting concentrations of such risk. The Group performs ongoing credit evaluations of its customers and generally does not require collateral. Letters of credit are the principal security obtained to support lines of credit when the financial strength of a customer or country is not considered sufficient. Credit losses have been historically within management's expectations. C-16 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (10) OTHER INCOME/DEDUCTIONS In 1991, dividends, interest and other income included gains from asset sales on a before and after tax basis of $200 million and $120 million, respectively. Asset sales in 1993 and 1992 were not significant. Net foreign exchange (exclusive of the currency translation adjustment) for consolidated subsidiaries and nonsubsidiary companies at equity, after applicable income taxes, amounted to gains of $32 million and $43 million in 1993 and 1992, respectively. The gain in 1991 was less than $1 million. (11) TAXES Taxes charged to income consist of the following (in millions): 1993 1992 1991 ------ ------ ------ Taxes other than income taxes: Duties, import and excise taxes $1,978 $1,891 $1,802 Other 29 29 29 ------ ------ ------ Total taxes other than income taxes 2,007 1,920 1,831 Provision for income taxes 458 509 687 ------ ------ ------ $2,465 $2,429 $2,518 ====== ====== ====== The provision for income taxes, substantially all foreign, has been computed on an individual company basis at rates in effect in the various countries of operation. The actual tax expense differs from the "expected" tax expense (computed by applying the U.S. Federal corporate tax rate to income before provision for income taxes) as follows: 1993 1992 1991 ----- ----- ----- Computed "expected" tax expense 35.0% 34.0% 34.0% Effect of recording equity in net income of nonsubsidiary companies on an after tax basis (4.2) (4.9) (4.2) Effect of dividends received from subsidiary and nonsubsidiary companies 4.2 3.8 3.3 Foreign income subject to foreign taxes in excess of U.S. statutory tax rate 7.4 11.6 10.4 Decrease in deferred tax asset valuation allowance (3.1) (.4) - Other (.4) (.9) 1.5 ----- ----- ----- 38.9% 43.2% 45.0% ===== ===== ===== C-17 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (11) TAXES - Continued Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Temporary differences and tax loss carryforwards which give rise to deferred tax assets and liabilities at December 31, 1993 and 1992 are as follows (in millions): Deferred Deferred Tax Assets Tax Liabilities --------------- -------------- 1993 1992 1993 1992 ---- ---- ---- ---- Inventory $ 10 $ 27 $ 18 $ 17 Depreciation - - 298 275 Retirement plans 33 28 3 2 Tax loss carryforwards 29 36 - - Other 28 30 34 30 ---- ---- ---- ---- 100 121 353 324 Valuation allowance (6) (42) - - ---- ---- ---- ---- Total deferred taxes $ 94 $ 79 $353 $324 ==== ==== ==== ==== The valuation allowance has been established to record deferred tax assets at amounts where recoverability is more likely than not. Net income was increased by $36 million and $5 million for changes in the deferred tax asset valuation allowance during 1993 and 1992, respectively. Undistributed earnings for which no deferred income tax provision has been made approximated $3.6 billion at December 31, 1993. Such earnings have been or are intended to be indefinitely reinvested. These earnings would become taxable in the U.S. only upon remittance as dividends. It is not practical to estimate the amount of tax that might be payable on the eventual remittance of such earnings. On remittance, certain foreign countries impose withholding taxes which, subject to certain limitations, are then available for use as tax credits against a U.S. tax liability, if any. (12) CASH FLOWS For purposes of the statement of cash flows, all highly liquid debt instruments with original maturities of three months or less are considered cash equivalents. The "Changes in Operating Working Capital" consists of the following (in millions): 1993 1992 1991 ---- ---- ---- Notes and accounts receivable $ 82 $(45) $418 Inventories 66 (114) 62 Accounts payable (147) 212 (317) Accrued liabilities 16 (27) (2) Estimated income taxes 14 (84) (34) ---- ---- ---- Total $ 31 $(58) $127 ==== ==== ==== C-18 CALTEX GROUP OF COMPANIES NOTES TO COMBINED FINANCIAL STATEMENTS (12) CASH FLOWS - Continued "Net Cash Provided by Operating Activities" includes the following cash payments for interest and income taxes (in millions): 1993 1992 1991 ---- ---- ---- Interest paid (net of capitalized interest) $ 92 $106 $132 Income taxes paid $391 $528 $662 In 1991, an asset sale was funded with receivables of $120 million, which were subsequently collected in 1992. No other significant non-cash investing or financing transactions occurred in 1993, 1992 or 1991. (13) INVESTMENTS IN DEBT AND EQUITY SECURITIES In May 1993, the Financial Accounting Standards Board issued SFAS No. 115 "Accounting For Certain Investments in Debt and Equity Securities." This new standard requires companies, no later than 1994, to classify debt and equity securities into one of three categories: held-to-maturity, available-for-sale, or trading. Debt which will be held to maturity will be carried at amortized cost. Certain securities considered available-for-sale shall be carried at fair value and unrealized holding gains and losses shall be carried as a net amount in a separate component of stockholders' equity until realized. Securities classified as trading shall be carried at fair value and unrealized holding gains and losses shall be included in earnings. Adoption of this new standard will not materially impact the combined financial position or the results of operations of the Group. (14) OIL AND GAS EXPLORATION, DEVELOPMENT AND PRODUCING ACTIVITIES The financial statements of Chevron Corporation and Texaco Inc. contain required supplementary information on oil and gas producing activities, including disclosures on equity affiliates. Accordingly, such disclosures are not presented herein. C-19 CALTEX GROUP OF COMPANIES SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (MILLIONS OF DOLLARS) OTHER BALANCE AT ADDI- RETIRE- CHANGES BALANCE BEGINNING TIONS MENTS ADD AT END CLASSIFICATION OF PERIOD AT COST OR SALES (DEDUCT) OF PERIOD - ------------------------------------------------------------------------------- Year ended December 31, 1993 Producing $2,783 $247 $ 3 $ - $3,027 Refining 1,259 237 6 (7) (1) 1,483 Marketing 2,107 262 108 (9) (2) 2,252 Marine 35 - - - 35 Capitalized leases 113 8 2 - 119 ------ ---- ---- ---- ------ Total $6,297 $754 $119 $(16) $6,916 ====== ==== ==== ==== ====== Year ended December 31, 1992 Producing $2,462 $322 $ 1 $ - $2,783 Refining 1,111 166 18 - 1,259 Marketing 1,915 253 46 (15) (3) 2,107 Marine 55 - 20 - 35 Capitalized leases 113 - - - 113 ------ ---- ---- ---- ------ Total $5,656 $741 $ 85 $(15) $6,297 ====== ==== ==== ==== ====== Year ended December 31, 1991 Producing $2,179 $284 $ 1 $ - $2,462 Refining 1,008 105 2 - 1,111 Marketing 1,689 243 39 22 (1) 1,915 Marine 54 1 - - 55 Capitalized leases 111 3 1 - 113 ------ ---- ---- ---- ------ Total $5,041 $636 $ 43 $ 22 $5,656 ====== ==== ==== ==== ====== (1) Reclassification (2) Currency translation adjustment $(4) and reclassification $(5) (3) Currency translation adjustment C-20 CALTEX GROUP OF COMPANIES SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (MILLIONS OF DOLLARS) ADDITIONS OTHER BALANCE AT CHARGED TO RETIRE- CHANGES BALANCE BEGINNING COSTS AND MENTS ADD AT END CLASSIFICATION OF PERIOD EXPENSES OR SALES (DEDUCT) OF PERIOD - ------------------------------------------------------------------------------- Year ended December 31, 1993 Producing $1,158 $128 $ 1 $ - $1,285 Refining 646 51 6 (2) (1) 689 Marketing 736 104 32 (2) (2) 806 Marine 7 2 - - 9 Capitalized leases 81 10 2 - 89 ------ ---- --- ---- ------ Total $2,628 $295 $41 $(4) $2,878 ====== ==== === ==== ====== Year ended December 31, 1992 Producing $1,051 $106 $(1) $ - $1,158 Refining 614 47 15 - 646 Marketing 672 98 25 (9) (3) 736 Marine 23 2 18 - 7 Capitalized leases 73 10 2 - 81 ------ ---- --- ---- ------ Total $2,433 $263 $59 $(9) $2,628 ====== ==== === ==== ====== Year ended December 31, 1991 Producing $ 940 $111 $ - $ - $1,051 Refining 567 49 2 - 614 Marketing 609 85 22 - 672 Marine 21 2 - - 23 Capitalized leases 64 10 1 - 73 ------ ---- --- ---- ------ Total $2,201 $257 $25 $ - $2,433 ====== ==== === ==== ====== (1) Reclassification (2) Currency translation adjustment $(1) and reclassification $(1) (3) Currency translation adjustment C-21