UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Commission File Number 1-368-2

Chevron Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (925) 842-1000

ChevronTexaco Corporation

(Former name or former address, if changed since last report.)

      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 þ          No o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o

      Indicate the number of shares of each of the issuer’s classes of common stock, as of the latest practicable date:

INDEX

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

      This quarterly report on Form 10-Q of Chevron Corporation contains forward-looking statements relating to Chevron’s operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “schedules,” “estimates” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Unless legally required, Chevron undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

      Among the factors that could cause actual results to differ materially are crude oil and natural gas prices; refining margins and marketing margins; chemicals prices and competitive conditions affecting supply and demand for aromatics, olefins and additives products; actions of competitors; the competitiveness of alternate energy sources or product substitutes; technological developments; the results of operations and financial condition of equity affiliates; the ability to successfully consummate the proposed merger with Unocal Corporation and successfully integrate the operations of both companies; inability or failure of the company’s joint-venture partners to fund their share of operations and development activities; potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; potential disruption or interruption of the company’s net production or manufacturing facilities due to war, accidents, political events, civil unrest or severe weather; potential liability for remedial actions under existing or future environmental regulations and litigation; significant investment or product changes under existing or future environmental regulations and litigation (including, particularly, regulations and litigation dealing with gasoline composition and characteristics); potential liability resulting from pending or future litigation; the company’s acquisition or disposition of assets; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; and the factors set forth under the heading “Risk Factors” in the company’s Annual Report on Form 10-K. In addition, such statements could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

PART I.

FINANCIAL INFORMATION

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

See accompanying notes to consolidated financial statements.

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

See accompanying notes to consolidated financial statements.

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)

See accompanying notes to consolidated financial statements.

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      On May 9, 2005, ChevronTexaco Corporation changed its name to Chevron Corporation. The accompanying consolidated financial statements of Chevron Corporation and its subsidiaries (the company) have not been audited by independent accountants. In the opinion of the company’s management, the interim data include all adjustments necessary for a fair statement of the results for the interim periods. These adjustments were of a normal recurring nature, except for the items described in Note 2.

      Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the company’s 2004 Annual Report on Form 10-K.

      The results for the three- and six-month periods ended June 30, 2005, are not necessarily indicative of future financial results.

      Net income for the second quarter 2005 was $3.7 billion compared with $4.1 billion in the 2004 second quarter. Included in the 2004 results were a special-item gain of $585 million related to the sale of upstream assets in western Canada and a one-time benefit of $255 million associated with a change in income-tax laws in certain international operations.

      Net income for the first six months of 2005 was $6.4 billion compared with $6.7 billion in the year-ago period. Besides the second quarter items in 2004, the year-to-date amount included a special-item charge of $55 million for a litigation matter.

      Foreign currency effects increased earnings by $54 million and $45 million in the second quarters of 2005 and 2004, respectively. For the six months of 2005 and 2004, foreign currency effects increased earnings by $33 million and $2 million, respectively.

      On April 4, 2005, Chevron announced plans to acquire Unocal Corporation (Unocal) in a stock and cash transaction. On June 29, 2005, the U.S. Securities and Exchange Commission (SEC) declared effective the company’s registration statement. On July 19, Chevron revised the terms of its original offer to a stock and cash transaction valued at approximately $17 billion for accounting purposes under FAS 141, “Business Combinations.” On August 2, 2005, the Federal Trade Commission announced its approval of two final consent orders dated as of July 27, 2005, relating to the merger.

      With the actions by the SEC and FTC, no other U.S. regulatory clearances are needed prior to the consummation of the merger, if the transaction is approved by Unocal stockholders on August 10, 2005.

      For additional information on this planned acquisition, refer to the company’s Registration Statement, Amendment No. 3, on Form S-4 filed with the U.S. Securities and Exchange Commission on June 28, 2005, and the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 25, 2005.

      On July 28, 2004, the company’s Board of Directors approved a two-for-one stock split in the form of a stock dividend to the company’s stockholders of record on August 19, 2004, with distribution of shares on September 10, 2004. The total number of authorized common shares and associated par value were unchanged by this action. All per-share amounts in the financial statements reflect the stock split for the periods presented.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      At June 30, 2005, and December 31, 2004, the company classified $122 million and $162 million, respectively, of net properties, plant and equipment as “Assets held for sale” on the Consolidated Balance Sheet. Assets in this category at the end of both periods consist of service stations outside of the United States. These assets are expected to be disposed of in 2005.

      Summarized income statement information relating to discontinued operations is as follows:

      Not all assets sold or to be disposed of are classified as discontinued operations, mainly because the cash flows from the assets were not or will not be eliminated from the ongoing operations of the company.

      The “Net (increase) decrease in operating working capital” was composed of the following operating changes:

      “Net Cash Provided by Operating Activities” included the following cash payments for interest on debt and for income taxes:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The “Net sales of marketable securities” consisted of the following gross amounts:

      The “Net sales of treasury shares” in 2005 included share repurchases of $1.5 billion related to the company’s common stock repurchase program, which began in the second quarter 2004. These purchases were partially offset by the issuance of shares for the exercise of stock options.

      The major components of “Capital expenditures” and the reconciliation of this amount to the capital and exploratory expenditures, including equity affiliates, presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are presented in the following table:

      Although each subsidiary of Chevron is responsible for its own affairs, Chevron Corporation manages its investments in these subsidiaries and their affiliates. For this purpose, the investments are grouped as follows: upstream — exploration and production; downstream — refining, marketing and transportation; chemicals; and all other. The first three of these groupings represent the company’s “reportable segments” and “operating segments” as defined in FAS 131, “Disclosures about Segments of an Enterprise and Related Information.”

      The segments are separately managed for investment purposes under a structure that includes “segment managers” who report to the company’s “chief operating decision maker” (CODM) (terms as defined in FAS 131). The CODM is the company’s Executive Committee, a committee of senior officers that includes the chief executive officer, and which in turn reports to the Board of Directors of Chevron Corporation.

      The operating segments represent components of the company as described in FAS 131 terms that engage in activities (a) from which revenues are earned and expenses are incurred; (b) whose operating results are regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and to assess its performance; and (c) for which discrete financial information is available.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Segment managers for the reportable segments are directly accountable to, and maintain regular contact with, the company’s CODM to discuss the segment’s operating activities and financial performance. The CODM approves annual capital and exploratory budgets at the reportable segment level, as well as reviews capital and exploratory funding for major projects and approves major changes to the annual capital and exploratory budgets. However, business-unit managers within the operating segments are directly responsible for decisions relating to project implementation and all other matters connected with daily operations. Company officers who are members of the Executive Committee also have individual management responsibilities and participate on other committees for purposes other than acting as the CODM.

      “All Other” activities include the company’s interest in Dynegy Inc. (Dynegy), coal mining operations, power generation businesses, worldwide cash management and debt financing activities, corporate administrative functions, insurance operations, real estate activities and technology companies.

      The company’s primary country of operation is the United States of America, its country of domicile. Other components of the company’s operations are reported as “international” (outside the United States).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Segment Earnings The company evaluates the performance of its operating segments on an after-tax basis, without considering the effects of debt financing interest expense or investment interest income, both of which are managed by the company on a worldwide basis. Corporate administrative costs and assets are not allocated to the operating segments. However, operating segments are billed for the direct use of corporate services. Nonbillable costs remain at the corporate level in “All Other.” Income from continuing operations by operating segment for the three- and six-month periods ended June 30, 2005 and 2004, is presented in the following table:

Segment Income

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Segment Assets Segment assets do not include intercompany investments or intercompany receivables. “All Other” assets consist primarily of worldwide cash, cash equivalents and marketable securities, real estate, information systems, the company’s investment in Dynegy, coal mining operations, power generation businesses, technology companies and assets of the corporate administrative functions. Segment assets at June 30, 2005, and December 31, 2004 follow:

Segment Assets

      Segment Sales and Other Operating Revenues Revenues for the upstream segment are derived primarily from the production of crude oil and natural gas, as well as the sale of third-party production of natural gas. Revenues for the downstream segment are derived from the refining and marketing of petroleum products such as gasoline, jet fuel, gas oils, kerosene, lubricants, residual fuel oils and other products derived from crude oil. This segment also generates revenues from the transportation and trading of crude oil and refined products. Revenues for the chemicals segment are derived primarily from the manufacture and sale of additives for lubricants and fuel. “All Other” activities include revenues from coal mining operations, power generation businesses, insurance operations, real estate activities and technology companies.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Operating segment sales and other operating revenues, including internal transfers, for the three- and six-month periods ended June 30, 2005 and 2004, are presented in the following table. Products are transferred between operating segments at internal product values that approximate market prices.

Sales and Other Operating Revenues

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      In connection with various reorganizations and restructurings across several businesses and corporate departments, the company recorded before-tax charges of $258 million ($146 million after tax) during the third and fourth quarters of 2003 for estimated termination benefits for approximately 4,500 employees. Nearly half of the liability related to the global downstream segment. Substantially all of the employee reductions are expected to occur by the end of 2005.

      Activity for the company’s before-tax liability related to reorganizations and restructuring in 2005 is summarized in the following table:

      Substantially all of the balance at June 30, 2005, related to employee severance costs that were part of a presumed ongoing benefit arrangement under applicable accounting rules in FAS 146, “Accounting for Costs Associated with Exit or Disposal Activities,” paragraph 8, footnote 7. Therefore, the company accounts for severance costs in accordance with FAS 88, “Employers’ Accounting for Settlements and Curtailments of Defined Pension Plans and for Termination Benefits.” The amount was categorized as a current accrued liability on the Consolidated Balance Sheet and the associated charges during the period were categorized as “Operating expenses” or “Selling, general and administrative expenses” on the Consolidated Statement of Income.

      Chevron U.S.A. Inc. (CUSA) is a major subsidiary of Chevron Corporation. CUSA and its subsidiaries manage and operate most of Chevron’s U.S. businesses. Assets include those related to the exploration and production of crude oil, natural gas and natural gas liquids and those associated with refining, marketing, supply and distribution of products derived from petroleum, other than natural gas liquids, excluding most of the regulated pipeline operations of Chevron. CUSA also holds Chevron’s investments in the Chevron Phillips Chemical Company LLC (CPChem) joint venture and Dynegy, which are accounted for using the equity method.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Chevron Transport Corporation Limited (CTC), incorporated in Bermuda, is an indirect, wholly owned subsidiary of Chevron Corporation. CTC is the principal operator of Chevron’s international tanker fleet and is engaged in the marine transportation of crude oil and refined petroleum products. Most of CTC’s shipping revenue is derived by providing transportation services to other Chevron companies. Chevron Corporation has guaranteed this subsidiary’s obligations in connection with certain debt securities issued by a third party. Summarized financial information for CTC and its consolidated subsidiaries is presented as follows:

      There were no restrictions on CTC’s ability to pay dividends or make loans or advances at June 30, 2005.

      Taxes on income from continuing operations for the second quarter and first half of 2005 were $2.8 billion and $5.0 billion, respectively, compared with $2.1 billion and $3.8 billion for the comparable periods in 2004. The associated effective tax rates for the 2005 and 2004 second quarters were 43 percent and 33 percent, respectively. For the year-to-date periods, the effective tax rates were 44 percent and 36 percent, respectively.

      The effective tax rates for the three- and six-month periods of 2005 were higher than the corresponding 2004 periods due to an increase in international earnings in countries with higher tax rates. In addition, the effective tax rates for the three- and six-month periods of 2004 benefited from a change in income tax laws for certain international operations and the effect of the Canadian capital gains tax rate on the sale of upstream assets in western Canada.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      At June 30, 2005, the company had stock-based compensation plans. The company accounts for these plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. The following table illustrates the effect on net income and earnings per share as if the company had applied the fair-value recognition provisions of Financial Accounting Standards Board (FASB) Statement No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation:

      The company plans to adopt FASB Statement No. 123R, “Share-Based Payment,” in the quarterly reporting period ending September 30, 2005. Refer to the discussion of this implementation plan in Note 18 on page 22. In accordance with FAS 123R implementation guidance recently issued by the staff of the Securities and Exchange Commission, the company will change its practice for determining the stock-option vesting period for retirement-eligible employees. For the calculation of stock-option expense on a pro forma basis under APB 25, the company accelerated the vesting period for such employees only upon their actual retirement and in accordance with provisions of the company’s stock-based compensation programs. For the calculation of expense upon adoption of FAS 123R, the vesting period for such employees will be accelerated to the date under the program rules at which the employees can receive the stock option award without further company service, whether or not the employees actually retire at that date. The difference in expense between these two methods of determining the vesting periods is not significant to any period presented in the table above.

      The company has defined benefit pension plans for many employees and provides for certain health care and life insurance plans for some active and qualifying retired employees. The company typically funds those defined benefit plans only if funding is legally required. In the United States, this includes all qualified tax-exempt plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) minimum funding

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

standard. The company does not typically fund domestic nonqualified tax-exempt pension plans that are not subject to legal funding requirements because contributions to these pension plans may be less economic and investment returns less attractive than the company’s other investment alternatives.

      The company shares the cost of retiree medical coverage with retirees. The increase to the company contributions for retiree medical coverage is limited to no more than 4 percent each year for the major U.S. plan. Certain life insurance benefits are paid by the company and annual contributions reflect actual plan experience.

      The components of net periodic benefit costs for 2005 and 2004 were: