þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the quarterly period ended June 30, 2006 | ||
or | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 94-0890210 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
6001 Bollinger Canyon Road, San Ramon, California |
94583-2324 |
|
(Address of principal executive offices) | (Zip Code) |
Class | Outstanding as of June 30, 2006 | |
Common stock, $.75 par value | 2,197,987,726 |
1
2
Item 1. | Consolidated Financial Statements |
Three Months Ended | Six Months Ended | |||||||||||||||||
June 30 | June 30 | |||||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||||
(Millions of dollars, except per-share amounts) | ||||||||||||||||||
Revenues and Other Income
|
||||||||||||||||||
Sales and other operating revenues(1)(2)
|
$ | 52,153 | $ | 47,265 | $ | 105,677 | $ | 87,755 | ||||||||||
Income from equity affiliates
|
1,113 | 861 | 2,096 | 1,750 | ||||||||||||||
Other income
|
270 | 217 | 387 | 445 | ||||||||||||||
Total Revenues and Other Income
|
53,536 | 48,343 | 108,160 | 89,950 | ||||||||||||||
Costs and Other Deductions
|
||||||||||||||||||
Purchased crude oil and products(2)
|
32,747 | 31,130 | 68,417 | 57,621 | ||||||||||||||
Operating expenses
|
3,835 | 2,713 | 6,882 | 5,182 | ||||||||||||||
Selling, general and administrative expenses
|
1,207 | 1,152 | 2,462 | 2,151 | ||||||||||||||
Exploration expenses
|
265 | 139 | 533 | 292 | ||||||||||||||
Depreciation, depletion and amortization
|
1,807 | 1,320 | 3,595 | 2,654 | ||||||||||||||
Taxes other than on income(1)
|
5,153 | 5,311 | 9,947 | 10,437 | ||||||||||||||
Interest and debt expense
|
121 | 104 | 255 | 211 | ||||||||||||||
Minority interests
|
22 | 18 | 48 | 39 | ||||||||||||||
Total Costs and Other Deductions
|
45,157 | 41,887 | 92,139 | 78,587 | ||||||||||||||
Income Before Income Tax Expense
|
8,379 | 6,456 | 16,021 | 11,363 | ||||||||||||||
Income Tax Expense
|
4,026 | 2,772 | 7,672 | 5,002 | ||||||||||||||
Net Income
|
$ | 4,353 | $ | 3,684 | $ | 8,349 | $ | 6,361 | ||||||||||
Per Share of Common Stock:
|
||||||||||||||||||
Net Income
|
||||||||||||||||||
Basic
|
$ | 1.98 | $ | 1.77 | $ | 3.79 | $ | 3.05 | ||||||||||
Diluted
|
$ | 1.97 | $ | 1.76 | $ | 3.77 | $ | 3.04 | ||||||||||
Dividends
|
$ | 0.52 | $ | 0.45 | $ | 0.97 | $ | 0.85 | ||||||||||
Weighted Average Number of Shares Outstanding (000s)
|
||||||||||||||||||
Basic
|
2,196,134 | 2,077,743 | 2,205,008 | 2,084,141 | ||||||||||||||
Diluted
|
2,206,009 | 2,085,763 | 2,214,877 | 2,092,792 | ||||||||||||||
(1) Includes excise, value-added and other similar taxes:
|
$ | 2,416 | $ | 2,162 | $ | 4,531 | $ | 4,278 | ||||||||||
(2) Includes amounts in revenues for buy/sell contracts;
associated costs are in Purchased crude oil and
products. Refer to Note 15 on page 20:
|
$ | | $ | 5,962 | $ | 6,725 | $ | 11,337 |
3
Three Months Ended | Six Months Ended | |||||||||||||||||
June 30 | June 30 | |||||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||||
(Millions of dollars) | ||||||||||||||||||
Net Income
|
$ | 4,353 | $ | 3,684 | $ | 8,349 | $ | 6,361 | ||||||||||
Currency translation adjustment
|
12 | 8 | 40 | 5 | ||||||||||||||
Unrealized holding (loss) gain on securities:
|
||||||||||||||||||
Net (loss) gain arising during period
|
(6 | ) | 24 | 2 | (9 | ) | ||||||||||||
Reclassification to net income of net realized gain
|
(105 | ) | | (105 | ) | | ||||||||||||
Total
|
(111 | ) | 24 | (103 | ) | (9 | ) | |||||||||||
Net derivatives loss on hedge transactions:
|
||||||||||||||||||
Before income taxes
|
(24 | ) | (48 | ) | | (38 | ) | |||||||||||
Income taxes
|
8 | 16 | 3 | 14 | ||||||||||||||
Reclassification to net income of net realized loss:
|
||||||||||||||||||
Before income taxes
|
38 | | 75 | | ||||||||||||||
Income taxes
|
(12 | ) | | (26 | ) | | ||||||||||||
Total
|
10 | (32 | ) | 52 | (24 | ) | ||||||||||||
Minimum pension liability adjustment
|
| | (1 | ) | 1 | |||||||||||||
Other Comprehensive Loss, net of tax
|
(89 | ) | | (12 | ) | (27 | ) | |||||||||||
Comprehensive Income
|
$ | 4,264 | $ | 3,684 | $ | 8,337 | $ | 6,334 | ||||||||||
4
At June 30 | At December 31 | ||||||||||
2006 | 2005 | ||||||||||
(Millions of dollars, except | |||||||||||
per-share amounts) | |||||||||||
ASSETS | |||||||||||
Cash and cash equivalents
|
$ | 10,080 | $ | 10,043 | |||||||
Marketable securities
|
1,053 | 1,101 | |||||||||
Accounts and notes receivable, net
|
18,370 | 17,184 | |||||||||
Inventories:
|
|||||||||||
Crude oil and petroleum products
|
3,806 | 3,182 | |||||||||
Chemicals
|
258 | 245 | |||||||||
Materials, supplies and other
|
768 | 694 | |||||||||
Total inventories
|
4,832 | 4,121 | |||||||||
Prepaid expenses and other current assets
|
2,219 | 1,887 | |||||||||
Total Current Assets
|
36,554 | 34,336 | |||||||||
Long-term receivables, net
|
2,318 | 1,686 | |||||||||
Investments and advances
|
17,493 | 17,057 | |||||||||
Properties, plant and equipment, at cost
|
132,098 | 127,446 | |||||||||
Less: accumulated depreciation, depletion and amortization
|
66,498 | 63,756 | |||||||||
Properties, plant and equipment, net
|
65,600 | 63,690 | |||||||||
Deferred charges and other assets
|
4,518 | 4,428 | |||||||||
Goodwill
|
4,700 | 4,636 | |||||||||
Total Assets
|
$ | 131,183 | $ | 125,833 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||||
Short-term debt
|
$ | 49 | $ | 739 | |||||||
Accounts payable
|
17,068 | 16,074 | |||||||||
Accrued liabilities
|
3,858 | 3,690 | |||||||||
Federal and other taxes on income
|
4,404 | 3,127 | |||||||||
Other taxes payable
|
1,433 | 1,381 | |||||||||
Total Current Liabilities
|
26,812 | 25,011 | |||||||||
Long-term debt
|
10,002 | 11,807 | |||||||||
Capital lease obligations
|
298 | 324 | |||||||||
Deferred credits and other noncurrent obligations
|
10,843 | 10,507 | |||||||||
Noncurrent deferred income taxes
|
12,171 | 11,262 | |||||||||
Reserves for employee benefit plans
|
3,920 | 4,046 | |||||||||
Minority interests
|
231 | 200 | |||||||||
Total Liabilities
|
64,277 | 63,157 | |||||||||
Preferred stock (authorized 100,000,000 shares,
$1.00 par value, none issued)
|
| | |||||||||
Common stock (authorized 4,000,000,000 shares,
$.75 par value, 2,442,676,580 shares issued at
June 30, 2006, and December 31, 2005)
|
1,832 | 1,832 | |||||||||
Capital in excess of par value
|
14,056 | 13,894 | |||||||||
Retained earnings
|
61,931 | 55,738 | |||||||||
Notes receivable key employees
|
(2 | ) | (3 | ) | |||||||
Accumulated other comprehensive loss
|
(441 | ) | (429 | ) | |||||||
Deferred compensation and benefit plan trust
|
(474 | ) | (486 | ) | |||||||
Treasury stock, at cost (244,688,854 and 209,989,910 shares
at June 30, 2006, and December 31, 2005, respectively)
|
(9,996 | ) | (7,870 | ) | |||||||
Total Stockholders Equity
|
66,906 | 62,676 | |||||||||
Total Liabilities and Stockholders Equity
|
$ | 131,183 | $ | 125,833 | |||||||
5
Six Months Ended | |||||||||||
June 30 | |||||||||||
2006 | 2005 | ||||||||||
(Millions of dollars) | |||||||||||
Operating Activities
|
|||||||||||
Net income
|
$ | 8,349 | $ | 6,361 | |||||||
Adjustments
|
|||||||||||
Depreciation, depletion and amortization
|
3,595 | 2,654 | |||||||||
Dry hole expense
|
201 | 81 | |||||||||
Distributions less than income from equity affiliates
|
(475 | ) | (529 | ) | |||||||
Net before-tax gains on asset retirements and sales
|
(3 | ) | (110 | ) | |||||||
Net foreign currency effects
|
175 | (20 | ) | ||||||||
Deferred income tax provision
|
416 | 514 | |||||||||
Net decrease (increase) in operating working capital
|
531 | (610 | ) | ||||||||
Minority interest in net income
|
48 | 39 | |||||||||
Increase in long-term receivables
|
(621 | ) | (25 | ) | |||||||
Decrease in other deferred charges
|
164 | 191 | |||||||||
Cash contributions to employee pension plans
|
(183 | ) | (93 | ) | |||||||
Other
|
(344 | ) | 161 | ||||||||
Net Cash Provided by Operating Activities
|
11,853 | 8,614 | |||||||||
Investing Activities
|
|||||||||||
Capital expenditures
|
(6,226 | ) | (3,132 | ) | |||||||
Proceeds from asset sales
|
471 | 593 | |||||||||
Net sales of marketable securities
|
34 | 286 | |||||||||
Repayment of loans by equity affiliates
|
53 | 47 | |||||||||
Redemption of securities by equity affiliates
|
400 | | |||||||||
Net Cash Used for Investing Activities
|
(5,268 | ) | (2,206 | ) | |||||||
Financing Activities
|
|||||||||||
Net (payments) borrowings of short-term obligations
|
(523 | ) | 103 | ||||||||
Repayments of long-term debt and other financing obligations
|
(1,860 | ) | (110 | ) | |||||||
Cash dividends
|
(2,140 | ) | (1,770 | ) | |||||||
Dividends paid to minority interests
|
(16 | ) | (28 | ) | |||||||
Net purchases of treasury shares
|
(2,115 | ) | (1,375 | ) | |||||||
Redemption of preferred stock of subsidiary
|
| (140 | ) | ||||||||
Proceeds from issuance of long-term debt
|
| 20 | |||||||||
Net Cash Used For Financing Activities
|
(6,654 | ) | (3,300 | ) | |||||||
Effect of Exchange Rate Changes on Cash and Cash
Equivalents
|
106 | (82 | ) | ||||||||
Net Change in Cash and Cash Equivalents
|
37 | 3,026 | |||||||||
Cash and Cash Equivalents at January 1
|
10,043 | 9,291 | |||||||||
Cash and Cash Equivalents at June 30
|
$ | 10,080 | $ | 12,317 | |||||||
6
Note 2. | Acquisition of Unocal Corporation |
Millions of dollars | |||||
Current assets
|
$ | 3,573 | |||
Investments and long-term receivables
|
1,695 | ||||
Properties
|
17,285 | ||||
Goodwill
|
4,820 | ||||
Other assets
|
2,174 | ||||
Total assets acquired
|
29,547 | ||||
Current liabilities
|
(2,364 | ) | |||
Long-term debt and capital leases
|
(2,392 | ) | |||
Deferred income taxes
|
(4,009 | ) | |||
Other liabilities
|
(3,494 | ) | |||
Total liabilities assumed
|
(12,259 | ) | |||
Net assets acquired
|
$ | 17,288 | |||
7
Note 3. | Information Relating to the Statement of Cash Flows |
Six Months Ended | |||||||||
June 30 | |||||||||
2006 | 2005 | ||||||||
(Millions of dollars) | |||||||||
Increase in accounts and notes receivable
|
$ | (1,037 | ) | $ | (2,476 | ) | |||
Increase in inventories
|
(712 | ) | (370 | ) | |||||
Decrease (increase) in prepaid expenses and other current assets
|
41 | (52 | ) | ||||||
Increase in accounts payable and accrued liabilities
|
1,017 | 1,251 | |||||||
Increase in income and other taxes payable
|
1,222 | 1,037 | |||||||
Net decrease (increase) in operating working capital
|
$ | 531 | $ | (610 | ) | ||||
Six Months Ended | ||||||||
June 30 | ||||||||
2006 | 2005 | |||||||
(Millions of dollars) | ||||||||
Interest on debt (net of capitalized interest)
|
$ | 277 | $ | 210 | ||||
Income taxes
|
6,183 | 3,533 |
Six Months Ended | |||||||||
June 30 | |||||||||
2006 | 2005 | ||||||||
(Millions of dollars) | |||||||||
Marketable securities purchased
|
$ | (482 | ) | $ | (503 | ) | |||
Marketable securities sold
|
516 | 789 | |||||||
Net sales of marketable securities
|
$ | 34 | $ | 286 | |||||
8
Six Months Ended | |||||||||
June 30 | |||||||||
2006 | 2005 | ||||||||
(Millions of dollars) | |||||||||
Additions to properties, plant and equipment
|
$ | 5,561 | $ | 2,926 | |||||
Additions to investments
|
638 | 189 | |||||||
Current year dry hole expenditures
|
103 | 60 | |||||||
Payments for other liabilities and assets, net
|
(76 | ) | (43 | ) | |||||
Capital expenditures
|
6,226 | 3,132 | |||||||
Other exploration expenditures
|
332 | 211 | |||||||
Assets acquired through capital lease obligations
|
18 | 142 | |||||||
Capital and exploratory expenditures, excluding equity affiliates
|
6,576 | 3,485 | |||||||
Share of expenditures by equity affiliates
|
783 | 695 | |||||||
Capital and exploratory expenditures, including equity affiliates
|
$ | 7,359 | $ | 4,180 | |||||
Note 4. | Operating Segments and Geographic Data |
9
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30 | June 30 | ||||||||||||||||
2006 | 2005 | 2006 | 2005 | ||||||||||||||
(Millions of dollars) | |||||||||||||||||
Upstream
|
|||||||||||||||||
United States
|
$ | 901 | $ | 972 | $ | 2,115 | $ | 1,739 | |||||||||
International
|
2,371 | 1,800 | 4,615 | 3,412 | |||||||||||||
Total Upstream
|
3,272 | 2,772 | 6,730 | 5,151 | |||||||||||||
Downstream
|
|||||||||||||||||
United States
|
554 | 398 | 764 | 456 | |||||||||||||
International
|
444 | 578 | 814 | 929 | |||||||||||||
Total Downstream
|
998 | 976 | 1,578 | 1,385 | |||||||||||||
Chemicals
|
|||||||||||||||||
United States
|
70 | 63 | 204 | 192 | |||||||||||||
International
|
24 | 21 | 43 | 29 | |||||||||||||
Total Chemicals
|
94 | 84 | 247 | 221 | |||||||||||||
Total Segment Income
|
4,364 | 3,832 | 8,555 | 6,757 | |||||||||||||
All Other
|
|||||||||||||||||
Interest Expense
|
(83 | ) | (73 | ) | (176 | ) | (148 | ) | |||||||||
Interest Income
|
91 | 60 | 173 | 114 | |||||||||||||
Other
|
(19 | ) | (135 | ) | (203 | ) | (362 | ) | |||||||||
Net Income
|
$ | 4,353 | $ | 3,684 | $ | 8,349 | $ | 6,361 | |||||||||
10
At June 30 | At December 31 | ||||||||
2006 | 2005 | ||||||||
(Millions of dollars) | |||||||||
Upstream
|
|||||||||
United States
|
$ | 19,495 | $ | 19,006 | |||||
International
|
49,107 | 46,501 | |||||||
Goodwill
|
4,700 | 4,636 | |||||||
Total Upstream
|
73,302 | 70,143 | |||||||
Downstream
|
|||||||||
United States
|
14,141 | 12,273 | |||||||
International
|
23,515 | 22,294 | |||||||
Total Downstream
|
37,656 | 34,567 | |||||||
Chemicals
|
|||||||||
United States
|
2,517 | 2,452 | |||||||
International
|
754 | 727 | |||||||
Total Chemicals
|
3,271 | 3,179 | |||||||
Total Segment Assets
|
114,229 | 107,889 | |||||||
All Other
|
|||||||||
United States
|
7,853 | 9,234 | |||||||
International
|
9,101 | 8,710 | |||||||
Total All Other
|
16,954 | 17,944 | |||||||
Total Assets United States
|
44,006 | 42,965 | |||||||
Total Assets International
|
82,477 | 78,232 | |||||||
Goodwill
|
4,700 | 4,636 | |||||||
Total Assets
|
$ | 131,183 | $ | 125,833 | |||||
11
Three Months Ended | Six Months Ended | |||||||||||||||||
June 30 | June 30 | |||||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||||
(Millions of dollars) | ||||||||||||||||||
Upstream
|
||||||||||||||||||
United States
|
$ | 6,793 | $ | 5,237 | $ | 14,213 | $ | 9,564 | ||||||||||
International
|
8,436 | 5,399 | 15,886 | 10,128 | ||||||||||||||
Sub-total
|
15,229 | 10,636 | 30,099 | 19,692 | ||||||||||||||
Intersegment Elimination United States
|
(2,539 | ) | (2,052 | ) | (4,864 | ) | (3,868 | ) | ||||||||||
Intersegment Elimination International
|
(4,312 | ) | (3,051 | ) | (8,245 | ) | (5,911 | ) | ||||||||||
Total Upstream
|
8,378 | 5,533 | 16,990 | 9,913 | ||||||||||||||
Downstream
|
||||||||||||||||||
United States
|
19,433 | 19,573 | 40,146 | 36,181 | ||||||||||||||
International
|
23,972 | 21,739 | 47,865 | 40,882 | ||||||||||||||
Sub-total
|
43,405 | 41,312 | 88,011 | 77,063 | ||||||||||||||
Intersegment Elimination United States
|
(127 | ) | (48 | ) | (260 | ) | (92 | ) | ||||||||||
Intersegment Elimination International
|
(9 | ) | | (16 | ) | (9 | ) | |||||||||||
Total Downstream
|
43,269 | 41,264 | 87,735 | 76,962 | ||||||||||||||
Chemicals
|
||||||||||||||||||
United States
|
163 | 157 | 308 | 300 | ||||||||||||||
International
|
297 | 233 | 544 | 450 | ||||||||||||||
Sub-total
|
460 | 390 | 852 | 750 | ||||||||||||||
Intersegment Elimination United States
|
(61 | ) | (61 | ) | (116 | ) | (113 | ) | ||||||||||
Intersegment Elimination International
|
(44 | ) | (32 | ) | (82 | ) | (64 | ) | ||||||||||
Total Chemicals
|
355 | 297 | 654 | 573 | ||||||||||||||
All Other
|
||||||||||||||||||
United States
|
313 | 283 | 571 | 496 | ||||||||||||||
International
|
19 | 21 | 32 | 41 | ||||||||||||||
Sub-total
|
332 | 304 | 603 | 537 | ||||||||||||||
Intersegment Elimination United States
|
(173 | ) | (127 | ) | (293 | ) | (221 | ) | ||||||||||
Intersegment Elimination International
|
(8 | ) | (6 | ) | (12 | ) | (9 | ) | ||||||||||
Total All Other
|
151 | 171 | 298 | 307 | ||||||||||||||
Sales and Other Operating Revenues
|
||||||||||||||||||
United States
|
26,702 | 25,250 | 55,238 | 46,541 | ||||||||||||||
International
|
32,724 | 27,392 | 64,327 | 51,501 | ||||||||||||||
Sub-total
|
59,426 | 52,642 | 119,565 | 98,042 | ||||||||||||||
Intersegment Elimination United States
|
(2,900 | ) | (2,288 | ) | (5,533 | ) | (4,294 | ) | ||||||||||
Intersegment Elimination International
|
(4,373 | ) | (3,089 | ) | (8,355 | ) | (5,993 | ) | ||||||||||
Total Sales and Other Operating Revenues*
|
$ | 52,153 | $ | 47,265 | $ | 105,677 | $ | 87,755 | ||||||||||
* Includes amounts in revenues for buy/sell contracts:
|
$ | | $ | 5,962 | $ | 6,725 | $ | 11,337 |
Substantially all of the amounts in each period related to the downstream segment. Refer to Note 15 on page 20 for a discussion on the companys adoption of EITF 04-13, Accounting for Purchases and Sales of Inventory with the Same Counterparty. |
12
Amounts before tax | ||||
(Millions of dollars) | ||||
Balance at January 1, 2006
|
$ | 44 | ||
Adjustments
|
(3 | ) | ||
Payments
|
(12 | ) | ||
Balance at June 30, 2006
|
$ | 29 | ||
Amounts before tax | ||||
(Millions of dollars) | ||||
Balance at January 1, 2006
|
$ | 47 | ||
Adjustments
|
(5 | ) | ||
Payments
|
(17 | ) | ||
Balance at June 30, 2006
|
$ | 25 | ||
Note 6. | Summarized Financial Data Chevron U.S.A. Inc. |
Six Months Ended | ||||||||
June 30 | ||||||||
2006 | 2005 | |||||||
(Millions of dollars) | ||||||||
Sales and other operating revenues
|
$ | 76,188 | $ | 63,280 | ||||
Costs and other deductions
|
72,582 | 60,710 | ||||||
Net income
|
2,430 | 1,855 |
13
At June 30 | At December 31 | |||||||
2006 | 2005 | |||||||
(Millions of dollars) | ||||||||
Current assets
|
$ | 28,750 | $ | 27,878 | ||||
Other assets
|
21,618 | 20,611 | ||||||
Current liabilities
|
22,141 | 20,286 | ||||||
Other liabilities
|
10,561 | 12,897 | ||||||
Net equity
|
$ | 17,666 | $ | 15,306 | ||||
Memo: Total debt
|
$ | 6,022 | $ | 8,353 |
Note 7. | Summarized Financial Data Chevron Transport Corporation |
Three Months | Six Months | |||||||||||||||
Ended | Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Millions of dollars) | ||||||||||||||||
Sales and other operating revenues
|
$ | 151 | $ | 143 | $ | 330 | $ | 332 | ||||||||
Costs and other deductions
|
147 | 124 | 296 | 228 | ||||||||||||
Net income
|
9 | 15 | 33 | 90 |
At June 30 | At December 31 | |||||||
2006 | 2005 | |||||||
(Millions of dollars) | ||||||||
Current assets
|
$ | 330 | $ | 358 | ||||
Other assets
|
335 | 283 | ||||||
Current liabilities
|
97 | 119 | ||||||
Other liabilities
|
252 | 243 | ||||||
Net equity
|
$ | 316 | $ | 279 | ||||
Note 8. | Income Taxes |
Note 9. | Stock Options and Other Share-Based Compensation |
14
Three Months Ended | Six Months Ended | |||||||
June 30 | June 30 | |||||||
2005 | 2005 | |||||||
(Millions of dollars, except | ||||||||
per-share amounts) | ||||||||
Net income, as reported
|
$ | 3,684 | $ | 6,361 | ||||
Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects
|
4 | 10 | ||||||
Deduct: Total stock-based employee compensation expense
determined under fair-value-based method for awards, net of
related tax effects
|
(16 | ) | (32 | ) | ||||
Pro forma net income
|
$ | 3,672 | $ | 6,339 | ||||
Net income per share:
|
||||||||
Basic as reported
|
$ | 1.77 | $ | 3.05 | ||||
Basic pro forma
|
$ | 1.77 | $ | 3.04 | ||||
Diluted as reported
|
$ | 1.76 | $ | 3.04 | ||||
Diluted pro forma
|
$ | 1.76 | $ | 3.03 |
Note 10. | Employee Benefits |
15
Three Months Ended | Six Months Ended | |||||||||||||||||
June 30 | June 30 | |||||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||||
(Millions of dollars) | ||||||||||||||||||
Pension Benefits
|
||||||||||||||||||
United States
|
||||||||||||||||||
Service cost
|
$ | 56 | $ | 46 | $ | 114 | $ | 91 | ||||||||||
Interest cost
|
113 | 92 | 226 | 183 | ||||||||||||||
Expected return on plan assets
|
(140 | ) | (105 | ) | (276 | ) | (208 | ) | ||||||||||
Amortization of prior-service costs
|
11 | 11 | 23 | 22 | ||||||||||||||
Recognized actuarial losses
|
33 | 39 | 79 | 79 | ||||||||||||||
Settlement losses
|
4 | 29 | 21 | 52 | ||||||||||||||
Total United States
|
77 | 112 | 187 | 219 | ||||||||||||||
International
|
||||||||||||||||||
Service cost
|
24 | 19 | 49 | 42 | ||||||||||||||
Interest cost
|
50 | 44 | 103 | 98 | ||||||||||||||
Expected return on plan assets
|
(50 | ) | (48 | ) | (103 | ) | (104 | ) | ||||||||||
Amortization of transitional liabilities
|
| 1 | | 1 | ||||||||||||||
Amortization of prior-service costs
|
3 | 4 | 6 | 8 | ||||||||||||||
Recognized actuarial losses
|
17 | 11 | 33 | 25 | ||||||||||||||
Total International
|
44 | 31 | 88 | 70 | ||||||||||||||
Net Periodic Pension Benefit Costs
|
$ | 121 | $ | 143 | $ | 275 | $ | 289 | ||||||||||
Other Benefits*
|
||||||||||||||||||
Service cost
|
$ | 10 | $ | 7 | $ | 20 | $ | 14 | ||||||||||
Interest cost
|
43 | 39 | 87 | 78 | ||||||||||||||
Amortization of prior-service costs
|
(23 | ) | (23 | ) | (46 | ) | (45 | ) | ||||||||||
Recognized actuarial losses
|
28 | 23 | 55 | 46 | ||||||||||||||
Net Periodic Other Benefit Costs
|
$ | 58 | $ | 46 | $ | 116 | $ | 93 | ||||||||||
* | Includes costs for U.S. and international other postretirement benefit plans. Obligations for plans outside the U.S. are not significant relative to the companys total other postretirement benefit obligation. |
16
Note 11. | Accounting for Suspended Exploratory Wells |
Note 12. | Asset Retirement Obligations |
Note 13. | Litigation |
17
Note 14. | Other Contingencies and Commitments |
18
19
Note 15. | New Accounting Standards |
20
Note 16. | Subsequent Event |
21
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30 | June 30 | ||||||||||||||||
2006 | 2005 | 2006 | 2005 | ||||||||||||||
(Millions of dollars) | |||||||||||||||||
Income by Business Segment
|
|||||||||||||||||
Upstream Exploration and Production
|
|||||||||||||||||
United States
|
$ | 901 | $ | 972 | $ | 2,115 | $ | 1,739 | |||||||||
International
|
2,371 | 1,800 | 4,615 | 3,412 | |||||||||||||
Total Upstream
|
3,272 | 2,772 | 6,730 | 5,151 | |||||||||||||
Downstream Refining, Marketing and
Transportation
|
|||||||||||||||||
United States
|
554 | 398 | 764 | 456 | |||||||||||||
International
|
444 | 578 | 814 | 929 | |||||||||||||
Total Downstream
|
998 | 976 | 1,578 | 1,385 | |||||||||||||
Chemicals
|
94 | 84 | 247 | 221 | |||||||||||||
Total Segment Income
|
4,364 | 3,832 | 8,555 | 6,757 | |||||||||||||
All Other
|
(11 | ) | (148 | ) | (206 | ) | (396 | ) | |||||||||
Net Income*
|
$ | 4,353 | $ | 3,684 | $ | 8,349 | $ | 6,361 | |||||||||
* Includes foreign currency effects
|
$ | (56 | ) | $ | 54 | $ | (164 | ) | $ | 33 |
22
Business Environment and Outlook |
23
24
Operating Developments |
| Angola Production of first crude oil from the offshore Lobito Field. The Benguela, Belize, Lobito and Tomboco fields form the 31 percent-owned and operated BBLT Development. As additional fields and wells are added over the next two years, BBLTs maximum production is expected to reach approximately 200,000 barrels of oil per day. | |
| United Kingdom Production of first crude oil from the 85 percent-owned and operated Area C Project in the Captain Field. Eventual maximum production for the project is estimated at 15,000 barrels per day. | |
| Azerbaijan Participation in the first shipment of crude oil through the 8.9 percent-owned Baku-Tbilisi-Ceyhan (BTC) pipeline. The initial crude is being supplied by the Azerbaijan International Oil Company, in which Chevron has a 10.3 percent interest. | |
| Brazil Commitment to develop the 52 percent-owned and operated offshore Frade Field. Initial production is targeted by early 2009, with a maximum annual rate for the project estimated at 85,000 oil-equivalent barrels per day. | |
| Nigeria Discovery of crude oil in the 20 percent-owned offshore Oil Prospecting License 214. | |
| Australia Discovery of natural gas at the Chandon-1 exploration well offshore northwest Australia in the Greater Gorgon development area. Chevrons interest in the property will be 50 percent. |
25
| Biofuels Acquisition completed of a 22 percent interest in Galveston Bay Biodiesel L.P., which is building one of the first large-scale biodiesel plants in the United States. Chevron also entered into a partnership with the Georgia Institute of Technology to pursue advanced technology aimed at making cellulosic biofuels and hydrogen into viable transportation fuels. |
Results of Operations |
Upstream |
Three Months | Six Months | |||||||
Ended | Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
U.S. Upstream Income
|
$901 | $972 | $2,115 | $1,739 | ||||
Three Months Ended | Six Months Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
International Upstream Income*
|
$2,371 | $1,800 | $4,615 | $3,412 | ||||
* Includes foreign currency effects
|
$(96) | $57 | $(219) | $39 |
26
Downstream |
Three Months | Six Months | |||||||
Ended | Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
U.S. Downstream Income
|
$554 | $398 | $764 | $456 | ||||
27
Three Months | Six Months | |||||||||||||||
Ended | Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Millions of dollars) | ||||||||||||||||
International Downstream Income*
|
$ | 444 | $ | 578 | $ | 814 | $ | 929 | ||||||||
* Includes foreign currency effects
|
$ | 14 | $ | 12 | $ | 23 | $ | 24 |
Chemicals |
Three Months | Six Months | |||||||||||||||
Ended | Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Millions of dollars) | ||||||||||||||||
Income*
|
$ | 94 | $ | 84 | $ | 247 | $ | 221 | ||||||||
* Includes foreign currency effects
|
$ | (5 | ) | $ | (1 | ) | $ | (11 | ) | $ | (2 | ) |
All Other |
Three Months | Six Months | |||||||||||||||
Ended | Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Millions of dollars) | ||||||||||||||||
Net Charges*
|
$ | (11 | ) | $ | (148 | ) | $ | (206 | ) | $ | (396 | ) | ||||
* Includes foreign currency effects
|
$ | 31 | $ | (14 | ) | $ | 43 | $ | (28 | ) |
28
Consolidated Statement of Income |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Millions of dollars) | ||||||||||||||||
Sales and other operating revenues*
|
$ | 52,153 | $ | 47,265 | $ | 105,677 | $ | 87,755 | ||||||||
* Includes amount for buy/sell contracts
|
$ | | $ | 5,962 | $ | 6,725 | $ | 11,337 |
Three Months | Six Months | |||||||
Ended | Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
Income from equity affiliates
|
$1,113 | $861 | $2,096 | $1,750 | ||||
Three Months | Six Months | |||||||
Ended | Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
Other income
|
$270 | $217 | $387 | $445 | ||||
Three Months Ended | Six Months Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
Purchased crude oil and products
|
$32,747 | $31,130 | $68,417 | $57,621 | ||||
29
Three Months Ended | Six Months Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
Operating, selling, general and administrative expenses
|
$5,042 | $3,865 | $9,344 | $7,333 | ||||
Three Months | Six Months | |||||||
Ended | Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
Exploration expenses
|
$265 | $139 | $533 | $292 | ||||
Three Months Ended | Six Months Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
Depreciation, depletion and amortization
|
$1,807 | $1,320 | $3,595 | $2,654 | ||||
Three Months Ended | Six Months Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
Taxes other than on income
|
$5,153 | $5,311 | $9,947 | $10,437 | ||||
Three Months | Six Months | |||||||
Ended | Ended | |||||||
June 30 | June 30 | |||||||
2006 | 2005 | 2006 | 2005 | |||||
(Millions of dollars) | ||||||||
Interest and debt expense
|
$121 | $104 | $255 | $211 | ||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(Millions of dollars) | ||||||||||||||||
Income tax expense
|
$ | 4,026 | $ | 2,772 | $ | 7,672 | $ | 5,002 | ||||||||
30
Information Relating to the Companys Investment in Dynegy |
31
Selected Operating Data |
Three Months Ended | Six Months Ended | |||||||||||||||||
June 30 | June 30 | |||||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||||
U.S. Upstream
|
||||||||||||||||||
Net Crude Oil and Natural Gas Liquids Production (MBPD)
|
463 | 470 | 458 | 461 | ||||||||||||||
Net Natural Gas Production (MMCFPD)(3)(4)
|
1,832 | 1,621 | 1,807 | 1,611 | ||||||||||||||
Net Oil-Equivalent Production (MBOEPD)
|
768 | 740 | 759 | 729 | ||||||||||||||
Sales of Natural Gas (MMCFPD)
|
6,839 | 5,697 | 6,899 | 5,281 | ||||||||||||||
Sales of Natural Gas Liquids (MBPD)(4)
|
128 | 170 | 118 | 170 | ||||||||||||||
Revenue from Net Production
|
||||||||||||||||||
Liquids ($/Bbl.)
|
$ | 60.07 | $ | 44.07 | $ | 56.82 | $ | 41.44 | ||||||||||
Natural Gas ($/MCF)
|
$ | 5.89 | $ | 6.31 | $ | 6.66 | $ | 6.04 | ||||||||||
International Upstream
|
||||||||||||||||||
Net Crude Oil and Natural Gas Liquids Production (MBPD)
|
1,239 | 1,179 | 1,234 | 1,187 | ||||||||||||||
Net Natural Gas Production (MMCFPD)(3)(4)
|
3,234 | 2,151 | 3,199 | 2,153 | ||||||||||||||
Net Oil-Equivalent Production (MBOEPD)(5)
|
1,901 | 1,681 | 1,897 | 1,687 | ||||||||||||||
Sales of Natural Gas (MMCFPD)(4)
|
3,865 | 1,990 | 3,481 | 2,012 | ||||||||||||||
Sales of Natural Gas Liquids (MBPD)(4)
|
89 | 114 | 99 | 111 | ||||||||||||||
Revenue from Liftings
|
||||||||||||||||||
Liquids ($/Bbl.)
|
$ | 62.24 | $ | 45.19 | $ | 58.60 | $ | 42.81 | ||||||||||
Natural Gas ($/MCF)
|
$ | 3.82 | $ | 3.01 | $ | 3.80 | $ | 2.98 | ||||||||||
U.S. and International Upstream
|
||||||||||||||||||
Total Net Oil-Equivalent Production, including Other Produced
Volumes (MBOEPD)(3)(5)
|
2,669 | 2,421 | 2,656 | 2,416 | ||||||||||||||
U.S. Downstream
|
||||||||||||||||||
Gasoline Sales (MBPD)(6)
|
700 | 714 | 717 | 706 | ||||||||||||||
Other Refined Products Sales (MBPD)
|
768 | 796 | 784 | 780 | ||||||||||||||
Total(7)
|
1,468 | 1,510 | 1,501 | 1,486 | ||||||||||||||
Refinery Input (MBPD)
|
935 | 912 | 937 | 884 | ||||||||||||||
International Downstream
|
||||||||||||||||||
Gasoline Sales (MBPD)(6)
|
466 | 566 | 499 | 557 | ||||||||||||||
Other Refined Products Sales (MBPD)
|
1,104 | 1,255 | 1,176 | 1,239 | ||||||||||||||
Share of Affiliate Sales (MBPD)
|
530 | 506 | 540 | 533 | ||||||||||||||
Total(7)
|
2,100 | 2,327 | 2,215 | 2,329 | ||||||||||||||
Refinery Input (MBPD)
|
1,063 | 1,007 | 1,073 | 1,010 |
(1) Includes company share of equity affiliates.
|
|||||||||||||||||
(2) MBPD Thousands of barrels per
day; MMCFPD Millions of cubic feet per day;
Bbl. Barrel; MCF
Thousands of cubic feet; Oil-equivalent gas
(OEG) conversion ratio is 6,000 cubic
feet of natural gas = 1 barrel of crude oil;
MBOEPD Thousands of barrels of
oil- equivalent per day.
|
|||||||||||||||||
(3) Includes natural gas consumed on lease (MMCFPD):
|
|||||||||||||||||
United States
|
58 | 58 | 44 | 55 | |||||||||||||
International
|
411 | 325 | 383 | 317 | |||||||||||||
(4) 2005 conformed to 2006 presentation.
|
|||||||||||||||||
(5) Includes other produced volumes (MBPD):
|
|||||||||||||||||
Athabasca oil
sands net
|
16 | 32 | 20 | 29 | |||||||||||||
Boscan Operating Service
Agreement
|
107 | 111 | 110 | 111 | |||||||||||||
Total
|
123 | 143 | 130 | 140 | |||||||||||||
(6) Includes branded and unbranded gasoline.
|
|||||||||||||||||
(7) Includes volumes for buy/sell contracts (MBPD):
|
|||||||||||||||||
United States
|
| 78 | 53 | 81 | |||||||||||||
International
|
| 137 | 49 | 137 |
32
Liquidity and Capital Resources |
33
Three Months Ended | Six Months Ended | |||||||||||||||||
June 30 | June 30 | |||||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||||
United States
|
||||||||||||||||||
Upstream
|
$ | 1,151 | $ | 538 | $ | 1,971 | $ | 924 | ||||||||||
Downstream
|
252 | 122 | 444 | 233 | ||||||||||||||
Chemicals
|
24 | 24 | 41 | 43 | ||||||||||||||
All Other
|
108 | 61 | 154 | 138 | ||||||||||||||
Total United States
|
1,535 | 745 | 2,610 | 1,338 | ||||||||||||||
International
|
||||||||||||||||||
Upstream
|
1,998 | 1,388 | 3,691 | 2,329 | ||||||||||||||
Downstream
|
767 | 333 | 1,039 | 481 | ||||||||||||||
Chemicals
|
11 | 8 | 17 | 15 | ||||||||||||||
All Other
|
| 16 | 2 | 17 | ||||||||||||||
Total International
|
2,776 | 1,745 | 4,749 | 2,842 | ||||||||||||||
Worldwide
|
$ | 4,311 | $ | 2,490 | $ | 7,359 | $ | 4,180 | ||||||||||
34
35
36
37
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
38
Item 1. | Legal Proceedings |
Item 2. | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
Maximum | ||||||||||||||||
Total | Total Number of | Number of Shares | ||||||||||||||
Number of | Average | Shares Purchased as | that May Yet Be | |||||||||||||
Shares | Price Paid | Part of Publicly | Purchased Under | |||||||||||||
Period | Purchased(1) | per Share | Announced Program | the Program | ||||||||||||
April 1-30, 2006
|
3,237,045 | 59.23 | 2,945,000 | | ||||||||||||
May 1-31, 2006
|
10,178,160 | 60.63 | 9,515,000 | | ||||||||||||
June 1-30, 2006
|
9,682,765 | 59.11 | 9,312,600 | | ||||||||||||
Total
|
23,097,970 | 59.80 | 21,772,600 | (2 | ) | |||||||||||
(1) | Includes 168,858 common shares repurchased during the three-month period ended June 30, 2006, from company employees for required personal income tax withholdings on the exercise of the stock options issued to management and employees under the companys long-term incentive plans. Also includes 1,156,512 shares delivered or attested to in satisfaction of the exercise price by holders of certain former Texaco Inc. employee stock options exercised during the three-month period ended June 30, 2006. |
(2) | In December 2005, the company authorized common stock repurchases of up to $5 billion that may be made from time to time at prevailing prices as permitted by securities laws and other requirements, and subject to market conditions and other factors. The program will occur over a period of up to three years and may be discontinued at any time. Through June 30, 2006, $2.4 billion had been expended to repurchase 40,925,600 shares since the common stock repurchase program began. |
39
Item 4. | Submission of Matters to a Vote of Security Holders |
Number of Shares | ||||||||
Voted For | Withheld | |||||||
1. Concerning Election of Directors
|
||||||||
Samuel H. Armacost
|
1,862,115,542 | 57,867,411 | ||||||
Linnet F. Deily
|
1,884,899,577 | 35,083,376 | ||||||
Robert E. Denham
|
1,879,034,104 | 40,948,850 | ||||||
Robert J. Eaton
|
1,883,976,564 | 36,006,389 | ||||||
Sam Ginn
|
1,869,718,825 | 50,264,128 | ||||||
Franklyn G. Jenifer
|
1,869,795,547 | 50,187,406 | ||||||
Sam Nunn
|
1,859,577,062 | 60,405,891 | ||||||
David J. OReilly
|
1,863,485,131 | 56,497,823 | ||||||
Donald B. Rice
|
1,878,602,075 | 41,380,878 | ||||||
Peter J. Robertson
|
1,868,457,354 | 51,525,599 | ||||||
Charles R. Shoemate
|
1,885,021,202 | 34,961,751 | ||||||
Ronald D. Sugar
|
1,884,482,215 | 35,500,739 | ||||||
Carl Ware
|
1,885,071,895 | 34,911,058 |
Number of Shares | ||||||||||||||||
Represent Broker | ||||||||||||||||
Voted For | Voted Against | Abstain | Non-Votes | |||||||||||||
2. Concerning Ratification of Independent Registered
Public Accounting Firm
|
1,871,845,904 | 31,777,756 | 16,355,345 | N/A | ||||||||||||
3. Concerning Stockholder Proposal to Amend Company
By-Laws to Include Proponent Reimbursement
|
477,830,886 | 977,567,062 | 88,095,825 | 376,489,180 | ||||||||||||
4. Concerning Stockholder Proposal to Report on
Oil & Gas Drilling in Protected Areas
|
118,980,363 | 1,254,534,619 | 170,008,557 | 376,459,414 | ||||||||||||
5. Concerning Stockholder Proposal to Report on
Political Contributions
|
183,871,806 | 1,205,670,603 | 153,963,398 | 376,477,146 | ||||||||||||
6. Concerning a Stockholder Proposal to Adopt an Animal
Welfare Policy
|
87,969,616 | 1,291,558,398 | 164,002,938 | 376,452,001 | ||||||||||||
7. Concerning Stockholder Proposal to Report on Human
Rights
|
327,939,905 | 1,042,698,673 | 172,888,544 | 376,455,831 | ||||||||||||
8. Concerning Stockholder Proposal to Report on
Ecuador
|
114,908,332 | 1,257,736,443 | 170,879,795 | 376,458,383 |
Item 5. | Other Information |
Disclosure Regarding Nominating Committee Functions and Communications Between Security Holders and Board of Directors |
Rule 10b5-1 Plan Elections |
40
Item 6. | Exhibits |
Exhibit | ||||
Number | Description | |||
(4) | Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the company 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 company and its subsidiaries on a consolidated basis. A copy of any such instrument will be furnished to the Commission upon request | |||
(10 | .18) | Chevron Corporation Retirement Restoration Plan | ||
(10 | .19) | Chevron Corporation ESIP Restoration Plan | ||
(10 | .20) | Form of Restricted Stock Unit Grant Agreement under the Chevron Corporation Long-Term Incentive Plan | ||
(12 | .1) | Computation of Ratio of Earnings to Fixed Charges | ||
(31 | .1) | Rule 13a-14(a)/15d-14(a) Certification by the companys Chief Executive Officer | ||
(31 | .2) | Rule 13a-14(a)/15d-14(a) Certification by the companys Chief Financial Officer | ||
(32 | .1) | Section 1350 Certification by the companys Chief Executive Officer | ||
(32 | .2) | Section 1350 Certification by the companys Chief Financial Officer |
41
Chevron Corporation | |
(Registrant) | |
/s/ M.A. Humphrey | |
|
|
M.A. Humphrey, Vice President and Comptroller | |
(Principal Accounting Officer and | |
Duly Authorized Officer) |
42
Exhibit | ||
Number | Description | |
(4)
|
Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the company 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 company and its subsidiaries on a consolidated basis. A copy of any such instrument will be furnished to the Commission upon request | |
(10.18)*
|
Chevron Corporation Retirement Restoration Plan | |
(10.19)*
|
Chevron Corporation ESIP Restoration Plan | |
(10.20)*
|
Form of Restricted Stock Unit Grant Agreement under the Chevron Corporation Long-Term Incentive Plan | |
(12.1)*
|
Computation of Ratio of Earnings to Fixed Charges | |
(31.1)*
|
Rule 13a-14(a)/15d-14(a) Certification by the companys Chief Executive Officer | |
(31.2)*
|
Rule 13a-14(a)/15d-14(a) Certification by the companys Chief Financial Officer | |
(32.1)*
|
Section 1350 Certification by the companys Chief Executive Officer | |
(32.2)*
|
Section 1350 Certification by the companys Chief Financial Officer |
* | Filed herewith. |
43
Page | ||||
SECTION 1. INTRODUCTION |
1 | |||
SECTION 2. ELIGIBILITY AND PARTICIPATION |
2 | |||
(a) Legacy Chevron Active Employee Participants |
2 | |||
(b) Legacy Texaco and Caltex Active Employee Participants |
3 | |||
(c) Legacy Unocal Active Employee Participants |
3 | |||
(d) Terminated Employee Participants |
3 | |||
SECTION 3. PLAN BENEFITS |
4 | |||
(a) Restoration Benefit |
4 | |||
(b) Legacy Unocal Active Employee Participants |
4 | |||
(c) Gulf Retirement Bonus |
5 | |||
(d) Calculation of Lump Sum Value of Single Life Annuity |
5 | |||
(e) Interest |
5 | |||
SECTION 4. DISTRIBUTION OF PLAN BENEFITS |
6 | |||
(a) Default Distribution Form |
6 | |||
(b) Time and Form of Distribution |
6 | |||
(c) Determination of Installment Payment Amount |
6 | |||
(d) Change of Time or Form of Distribution |
7 | |||
(e) Unforeseeable Emergency |
7 | |||
(f) Mandatory Cashout Limit |
7 | |||
(g) Unocal Retirement Plan Payments Commence in 2006 |
8 | |||
SECTION 5. DEATH BENEFITS |
8 | |||
(a) Amount of Death Benefit |
8 | |||
(b) Beneficiaries |
9 | |||
(c) Time and Form of Distribution |
9 | |||
SECTION 6. MISCELLANEOUS |
10 | |||
(a) Forfeitures |
10 | |||
(b) Funding |
10 | |||
(c) Tax Withholding |
10 | |||
(d) No Employment Rights |
10 |
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Page | ||||
(e) No Assignment of Property Rights |
11 | |||
(f) Administration |
11 | |||
(g) Amendment and Termination |
12 | |||
(h) Effect of Reemployment |
12 | |||
(i) Excess Plan/Top-Hat Plan Status |
13 | |||
(j) Successors and Assigns |
14 | |||
(k) 409A Compliance |
14 | |||
(l) Choice of Law |
14 | |||
SECTION 7. CHANGE IN CONTROL |
14 | |||
(a) Restrictions on Amendments During Benefit Protection Period |
14 | |||
(b) Exception to Section 7(a) |
15 | |||
(c) Restrictions on Certain Actions Prior to or Following, a Change in Control |
16 | |||
(d) Effect on other Benefits |
16 | |||
(e) Distribution of Plan Benefits |
17 | |||
(f) Establishment of a Trust |
17 | |||
(g) No Forfeitures |
17 | |||
(h) Miscellaneous |
17 | |||
SECTION 8. DEFINITIONS |
18 | |||
SECTION 9.
EXECUTION |
25 |
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(a) | Legacy Chevron Active Employee Participants. Members of the Retirement Plan who are Employees on or after July 1, 2006, and whose Retirement Plan benefits are limited due to the requirements of sections 401(a)(17) or 415 of the Code, or on account of salary deferrals under the Deferred Compensation Plan or Unrestricted MIP Awards not being recognized as Regular Earnings under the Retirement Plan. |
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(b) | Legacy Texaco and Caltex Active Employee Participants. Members of the Retirement Plan who are Employees on or after July 1, 2006, who were participants in one of the Prior Qualified Plans, and whose Retirement Plan benefits are limited due to the requirements of sections 401(a)(17) or 415 of the Code or on account of salary deferrals or Unrestricted MIP Awards (or the equivalent Texaco or Caltex executive bonus program awards) not being recognized as Regular Earnings under the Retirement Plan. | ||
(c) | Legacy Unocal Active Employee Participants. Members of the Retirement Plan who are Employees on or after July 1, 2006, who were participants in the Unocal Retirement Plan, and whose Retirement Plan benefits are limited due to the requirements of sections 401(a)(17) or 415 of the Code, on account of salary deferrals or Unrestricted MIP Awards not being recognized as Regular Earnings under the Retirement Plan, or on account of only consecutive Unocal qualifying incentive plan awards being recognized as final average monthly pay under Supplement UU of the Retirement Plan. | ||
(d) | Terminated Employee Participants. Any terminated former Employee who had an undistributed benefit under the RRP, the SRP or one or more of the Unocal Nonqualified Retirement Plans as of June 30, 2006. |
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(a) | Restoration Benefit. The Restoration Benefit of a Participant who is an Employee on or after July 1, 2006 shall be the lump sum value of the difference between: |
(i) | the amount of the Participants single life annuity under the Retirement Plan commencing as of the first day of the month following Separation from Service (A) without regard to the limitations required to comply with sections 401(a)(17) or 415 of the Code, (B) including as Regular Earnings salary deferrals under the Deferred Compensation Plan (and under the deferred compensation plans applicable to former Texaco, Caltex and Unocal employees) and (C) adding to Highest Average Earnings the result of dividing the sum of the high three Unrestricted MIP Awards (or the equivalent Texaco or Caltex executive bonus program awards, or Unocal qualifying incentive plan awards), whether or not consecutive, paid (or deferred) in the last 10 years of employment, or all such awards if less than three, by three; and | ||
(ii) | the amount of the Participants single life annuity under the Retirement Plan commencing as of the first day of the month following Separation from Service. |
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(b) | Legacy Unocal Active Employee Participants. The amount described in (a)(i) above for a Participant who was a participant in the Unocal Nonqualified Retirement Plans on June 30, 2006, shall not be less than the amount calculated under the Unocal Nonqualified Retirement Plans (before offset for the Unocal Retirement Plan benefit) if the Unocal Nonqualified Retirement Plans had continued in effect after June 30, 2006 and the benefit under such Plans was calculated as of the first day of the month following the Participants Separation from Service. | ||
(c) | Gulf Retirement Bonus. A Participant who was eligible to receive a Gulf Retirement Bonus under the Supplemental Pension Plan of Gulf Oil Corporation shall be entitled to receive such benefit under the RRP as a part of his or her Restoration Benefit. | ||
(d) | Calculation of Lump Sum Value of Single Life Annuity. The single life annuity and lump sum values described above shall be determined using the applicable formulae and actuarial assumptions in effect under the Retirement Plan as of the first day of the month following the Participants Separation from Service. | ||
(e) | Interest. Interest shall accrue on the unpaid portion, if any, of a Participants Restoration Benefit, commencing on the first day of the month following the Participants Separation from Service. Interest shall be credited and compounded daily such that the interest rate for the Quarter will be equal to the average market yield for the preceding Quarter on constant maturity U.S. Government 10-year bonds. Notwithstanding the foregoing, no interest shall accrue on the unpaid |
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portion of a Participants Restoration Benefit that is being paid in the form of an annuity. |
(a) | Default Distribution Form. Unless the Participant makes a valid election with the Committee as described in this Section 4, the Participants Plan Benefit shall be distributed in a lump sum in the first Quarter that is at least 12 months following the date the Participant incurs a Separation from Service. | ||
(b) | Time and Form of Distribution. By filing the prescribed forms with the Committee by the later of December 31, 2006 or 30 days after the Participant is first eligible to participate in the RRP, the Participant may elect a distribution in a lump sum, or in 10 or fewer approximately equal annual installments, payable or commencing in the first Quarter or in the first January that is one or more whole years (as elected by the Participant) following the date the Participant incurs a Separation from Service, but not later than the later of the first January after the date the Participant attains age 70-1/2 or the Quarter that is at least 12 months following the date the Participant incurs a Separation from Service. All installments after the first shall be paid in January. |
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(c) | Determination of Installment Payment Amount. The amount of any installment payment shall be determined by dividing the unpaid balance of the Participants Plan Benefit, including credited interest, as of the beginning of the Quarter that includes the distribution date, by the number of annual payments remaining to be made. | ||
(d) | Change of Time or Form of Distribution. The Participant may elect to change the time or manner of payment of his or her Plan Benefit by filing the prescribed forms with the Committee at least 12 months prior to the date such payment otherwise would be made or commence. The new election can be a lump sum or installments payable as described in (b) above. If the new election is made prior to 2007, the new payment date must be at least 12 months after the new election is filed. If the new election is made after 2006, the new payment date must be at least 5 years after the original payment date. For this purpose, payment date means the date a lump sum is payable or the date the first of a series of installments is payable. | ||
(e) | Unforeseeable Emergency. A Participant who has incurred a Separation from Service, or a Beneficiary of a deceased Participant, who has an unforeseeable emergency (as defined in section 409A of the Code and the regulations thereunder) may request an immediate lump sum payment of all or any portion of the Participants or Beneficiarys Plan Benefit, provided that such requested amount is reasonably necessary to satisfy such emergency need (as determined by |
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the Committee in accordance with section 409A of the Code and the regulations thereunder). | |||
(f) | Mandatory Cashout Limit. Notwithstanding any other provision of this Section 4, if a Participants Plan Benefit is less than $50,000 on the first business day of the first Quarter that is at least 12 months following the date the Participant incurs a Separation from Service, such Plan Benefit shall be distributed in a lump sum in such Quarter. | ||
(g) | Unocal Retirement Plan Payments Commence in 2006 . If a Participant commences his or her Unocal Retirement Plan benefits on or before December 31, 2006, then the rules described in Sections 4(a), 4(b), and 4(f) above shall not apply to such Participant. Instead, the rules relating to the default distribution form, to the time and form of distributions, and to mandatory cashouts described in the Unocal Nonqualified Retirement Plans as in effect on June 30, 2006 shall apply to the portion of such Participants Restoration Benefit equal to (i) the amount calculated under the Unocal Nonqualified Retirement Plans (before offset for the Unocal Retirement Plan benefits) if the Unocal Nonqualified Retirement Plans had continued in effect after June 30, 2006 and the benefit under such Plans was calculated as of the first day of the month following the Participants Separation from Service, minus (ii) the amount described in Section 3(a)(ii). Any additional Restoration Benefit shall be paid in a lump sum in February 2007. Notwithstanding the foregoing provisions of this Section 4(g), no Restoration Benefit shall be paid to a Specified Employee earlier than six months following |
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the date the Participant incurs a Separation from Service. Specified Employee means a specified employee of the Affiliated Group within the meaning of section 409A of the Code. |
(a) | Amount of Death Benefit. If a Participant dies, the unpaid portion of the Participants Plan Benefit shall be distributed to the Participants Beneficiary in accordance with Section 5(c) at the same time and in the same form such Plan Benefit would have been distributed to the Participant in accordance with Section 4, except that a Beneficiary may request a distribution on account of an unforeseeable emergency as described in Section 4(e). | ||
(b) | Beneficiaries. A Participant may designate, in the manner and on the form prescribed by the Committee, one or more Beneficiaries to receive payment of any Plan Benefit hereunder that becomes distributable after the Participants death. A Participant may change such designation at any time by filing the prescribed form in the manner established by the Committee. No Beneficiary designation shall be effective until it is filed in accordance with the procedures established by the Committee. If a Beneficiary has not been designated or if no designated Beneficiary survives the Participant, distribution will be made to the Participants surviving spouse as Beneficiary if such spouse is then living or, if not, in equal shares to the then living children of the Participant as Beneficiaries or, if none, to the Participants estate as Beneficiary. |
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(c) | Time and Form of Distribution. If a Participant who has made a valid election as to the time and form of distribution of his or her Plan Benefit dies, then the Beneficiary shall receive the payment(s) at the same time and in the same form as the Participant would have received such payment(s), except that the Beneficiary may request a distribution on account of an unforeseeable emergency as described in Section 4(e). If the Participant has not made a valid election as to the time and form of his distribution, then payment shall be made in a lump sum as soon as practicable following the Participants death. |
(a) | Forfeitures. Plan Benefits shall vest in accordance with the applicable provisions of the Retirement Plan. Notwithstanding such vesting, however, if the Participant engages in Misconduct, the Committee may determine that unpaid Plan Benefits shall be forfeited and/or that Plan Benefits that have been paid to the Participant should be repaid to the Corporation. In addition, if the Participant is indebted to any member of the Affiliated Group, the Committee may determine that the Participants unpaid Plan Benefits shall be forfeited to the extent of such indebtedness, and such debt shall be extinguished to the extent of such forfeiture. | ||
(b) | Funding. The RRP shall be unfunded, and all Plan Benefits shall be paid only from the general assets of the Corporation. | ||
(c) | Tax Withholding. All distributions shall be net of any applicable payroll deductions including, but not limited to, any federal, state or local tax |
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withholding. In addition, any withholding amount required under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act with respect to a Participants Plan Benefit prior to the date a distribution is made from the RRP, if any, and the additional income taxes attributable to such withholding, shall be debited from the Participants Plan Benefit. | |||
(d) | No Employment Rights. Nothing in the RRP shall be deemed to give any individual a right to remain in the employ of any member of the Affiliated Group nor affect the right of a member of the Affiliated Group to terminate any individuals employment at any time and for any reason, which right is hereby reserved. | ||
(e) | No Assignment of Property Rights. Except as provided in Section 6(a)(iii) with respect to a Participants indebtedness to any member of the Affiliated Group, or as may be required by applicable law, or as is described below relating to domestic relations orders, no Plan Benefit or property interest in this RRP may be assigned (either at law or in equity), alienated, anticipated or subject to attachment, bankruptcy, garnishment, levy, execution or other legal or equitable process. Any act in violation of this Section 6(e) shall be void. Notwithstanding the foregoing, the creation, assignment or recognition of a right to all or any portion of a Participants Plan Benefit hereunder pursuant to an order that would otherwise qualify as a qualified domestic relations order (within the meaning of section 414(p) of the Code) if this RRP were a qualified plan under section 401(a) of the Code, shall not constitute a violation of this Section 6(e). |
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(f) | Administration. The RRP shall be administered by the Committee. No member of the Committee shall become a Participant in the RRP. The Committee shall make such rules, interpretations and computations as it may deem appropriate. The Committee shall have sole discretion to interpret the terms of the RRP, make any factual findings, and make any decision with respect to the RRP, including (without limitation) any determination of eligibility to participate in the RRP, eligibility for a Plan Benefit, and the amount of such Plan Benefit. The Committees determinations shall be conclusive and binding on all persons. | ||
(g) | Amendment and Termination. The Corporation expects to continue the RRP indefinitely. Future conditions, however, cannot be foreseen. Subject to Section 7, the Corporation shall have the authority to amend or to terminate the RRP at any time and for any reason, by action of its board of directors or by action of a committee or individual(s) acting pursuant to a valid delegation of authority. In the event of an amendment or termination of the RRP, a Participants Plan Benefit shall not be less than the Plan Benefit to which the Participant would have been entitled if he or she had incurred a Separation from Service immediately prior to such amendment or termination, except to the extent: |
(i) | The RRP was amended or terminated to comply with changes in the Code; | ||
(ii) | Some or all of the amount calculated under the RRPs terms that existed immediately prior to such amendment or termination is subsequently provided from another plan. |
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(h) | Effect of Reemployment. If any Participant who has incurred a Separation from Service is reemployed, such Participant shall continue to receive any amounts attributable to his or her previous employment according to his or her existing distribution schedule under the Excess Plan, the Prior Plans, the Unocal Nonqualified Retirement Plans or this RRP, as applicable. When any reemployed Participant subsequently incurs a Separation from Service, the Participants Plan Benefit will be determined as follows: |
(i) | The Participants Restoration Benefit (before offset for the Retirement Plan benefit) will be calculated according to Section 3(a)(i) based on the Participants total periods of employment with the Affiliated Group and without regard to any benefits the Participant may have received, or be entitled to receive, on account of his or her prior period of employment. |
(ii) | The amount determined pursuant to (i) above shall then be reduced by the present value of all payments previously made (or scheduled to be made in the future) under the Retirement Plan, the defined benefit and bonus portions of the Excess Plan, the SRP, the Prior Plans, the Unocal Nonqualified Retirement Plans or this RRP, as applicable, with respect to the prior period of employment, and by the present value of the benefit to be paid under Retirement Plan with respect to the current period of employment. Such present values shall be determined using the interest rates and other actuarial factors in effect under the Retirement Plan as of the date this calculation is made. |
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(i) | Excess Plan/Top-Hat Plan Status. To the extent that the RRP provides a benefit in excess of the limitations on contributions and benefits imposed by section 415 of the Code, the RRP is intended to be an excess benefit plan within the meaning of Section 3(36) of ERISA, that is an unfunded deferred compensation program. Otherwise, the RRP is intended to be an unfunded deferred compensation program that is maintained for a select group of management or highly compensated employees as set forth in Title I of ERISA. The RRP shall be implemented, administered and interpreted in a manner consistent with this intention. | ||
(j) | Successors and Assigns. The RRP shall be binding upon the Corporation, its Successors and Assigns. Notwithstanding that the RRP may be binding upon a Successor or Assign by operation of law, the Corporation shall also require any Successor or Assign to expressly assume and agree to be bound by the RRP in the same manner and to the same extent that the Corporation would be if no succession or assignment had taken place. | ||
(k) | 409A Compliance. This RRP is intended to comply with section 409A of the Code and shall be interpreted in a manner consistent with that intent. Notwithstanding the foregoing, in the event there is a failure to comply with section 409A of the Code (or the regulations thereunder), the Committee shall have the discretion to accelerate the time or form of payment of a Participants Plan Benefit, but only to the extent of the amount required to be included in income as a result of such failure. |
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(l) | Choice of Law. The RRP and all rights hereunder shall be interpreted and construed in accordance with ERISA and the Code, and, to the extent that state law is not preempted by ERISA, the law of the State of California. |
(a) | Restrictions on Amendments During Benefit Protection Period. Notwithstanding Section 6(g) of the RRP, except to the extent required to comply with applicable law, no amendment of the RRP (other than an amendment to reduce or discontinue future accruals under the RRP after the end of the Benefit Protection Period) that is executed or first becomes effective during the Benefit Protection Period shall: |
(i) | Deprive any individual who is a Participant on the Benefit Protection Period Commencement Date or immediately prior to a Change in Control of coverage under the RRP as constituted at the time of such amendment; | ||
(ii) | Deprive any individual who is a Beneficiary with respect to an individual who is a Participant on the Benefit Protection Period Commencement Date or immediately prior to a Change in Control of any benefit to which he or she is entitled on the Benefit Protection Period Commencement Date or may become entitled during the Benefit Protection Period; |
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(iii) | Reduce the amount of benefits provided under the RRP below the benefits provided under the RRP on the day prior to the Benefit Protection Period Commencement Date; | ||
(iv) | Amend Sections 6(g), 7, 8(b), 8(c) or 8(d); or | ||
(v) | Terminate the RRP. |
(b) | Exception to Section 7(a). Section 7(a) shall not apply to the extent that (i) the amendment or termination of the RRP is approved after any plans have been abandoned to effect the transaction which, if effected, would have constituted a Change in Control and the event which would have constituted the Change in Control has not occurred, and (ii) within a period of six months after such approval, no other event constituting a Change in Control shall have occurred, and no public announcement of a proposed event which would constitute a Change in Control shall have been made, unless thereafter any plans to effect the Change in Control have been abandoned and the event which would have constituted the Change in Control has not occurred. For purposes of this Section 7, approval shall mean written approval (by a person or entity within the Corporation having the authority to do so) of such amendment or termination. | ||
(c) | Restrictions on Certain Actions Prior to or Following, a Change in Control. Notwithstanding any contrary provisions of the RRP and except to the extent required to comply with applicable law, (i) any amendment or termination of the RRP which is executed or would otherwise become effective prior to a Change in Control at the request of a third party who effectuates a Change in Control shall |
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not be an effective amendment or termination of the RRP during the Benefit Protection Period; and (ii) the RRP shall not be amended at any time if to do so would adversely affect the rights derived under the RRP from this Section 7 of any individual who is a Participant during the Benefit Protection Period or a Beneficiary with respect to a Participant during the Benefit Protection Period. Furthermore, following a Change in Control, no person shall take any action that would directly or indirectly have the same effect as any of the prohibited amendments listed in Section 7(a). | |||
(d) | Effect on other Benefits. In calculating a Participants Plan Benefit under Section 3, it shall be assumed that the Retirement Plan formulae and actuarial assumptions in effect on the Benefit Protection Period Commencement Date had continued in effect through the date the Participant incurs a Separation from Service. | ||
(e) | Distribution of Plan Benefits. Each Participants Plan Benefit shall be distributed in a single lump sum cash payment immediately after the later of the date of the Change in Control or the Participants Separation from Service. | ||
(f) | Establishment of a Trust. Notwithstanding anything contained in the RRP to the contrary, nothing herein shall prevent or prohibit the Corporation from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the RRP. |
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(g) | No Forfeitures. A Participants Plan Benefit shall not be subject to forfeiture under any circumstances, including any of the circumstances provided in Section 6(a). | ||
(h) | Miscellaneous. |
(i) | The provisions of the RRP shall be deemed severable and the validity or enforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. | ||
(ii) | The Corporations obligation to make the payments and provide the benefits provided for in the RRP and otherwise to perform its obligation hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against the Participant or others. | ||
(iii) | No provision of the RRP may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Participant and the Corporation. No waiver by either party hereto at any time of breach by the other party hereto of, or compliance with, any condition or provision of this RRP to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. |
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(a) | Beneficiary means the person or persons entitled to receive a Participants remaining Plan Benefit in the event the Participant dies prior to receiving his or her entire Plan Benefit, as provided in Section 5(b). | ||
(b) | Benefit Protection Period means the period commencing on the Benefit Protection Period Commencement Date and terminating two years after the date of a Change in Control. | ||
(c) | Benefit Protection Period Commencement Date means the date six months prior to the public announcement of the proposed transaction which, when effected, is a Change in Control. | ||
(d) | Change in Control means a change in control of the Corporation as defined in Article VI of the Corporations By-Laws, as it may be amended from time-to-time. Notwithstanding the foregoing, the distribution provisions set forth in Section 7(e) shall only be triggered to the extent such a change in control also constitutes a change in control within the meaning of section 409A of the Code. | ||
(e) | Code means the Internal Revenue Code of 1986, as amended. | ||
(f) | Committee means the Management Compensation Committee of the Board of Directors of the Corporation. |
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(g) | Corporation means Chevron Corporation, a Delaware corporation. | ||
(h) | Deferred Compensation Plan means the Chevron Corporation Deferred Compensation Plan for Management Employees. | ||
(i) | Employee means an individual who is paid on the U.S. dollar Payroll of a member of the Affiliated Group, but shall not include an individual for any period in which he or she is: |
(i) | Compensated for services by a person other than a member of the Affiliated Group and who, at any time and for any reason, is deemed to be an Employee; | ||
(ii) | Not on the Payroll of a member of the Affiliated Group and who, at any time and for any reason, is deemed to be an Employee; | ||
(iii) | A leased employee within the meaning of section 414(n) of the Code, or would be a leased employee but for the period-of-service requirement of section 414(n)(2)(B) of the Code, and who is providing services to any member of the Affiliated Group; | ||
(iv) | If, during any period, a member of the Affiliated Group has not treated an individual as an Employee and, for that reason, has not withheld employment taxes with respect to that individual, then that individual shall not be treated as an Employee for that period, even in the event that the individual is determined, retroactively, to have been an Employee during all or any portion of that period. |
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(j) | ERISA means the federal Employee Retirement Income Security Act of 1974, as amended. | ||
(k) | ESIP-RP means the Chevron Corporation ESIP Restoration Plan that was originally established effective as of July 1, 2002 through a spin-out of a portion of the liabilities of the Excess Plan, and has been amended from time to time thereafter. | ||
(l) | Excess Plan means the Chevron Corporation Excess Benefit Plan as originally established effective January 1, 1976, amended thereafter from time to time, and effective July 1, 2002 reconstituted to form the RRP, the SRP and the ESIP-RP. | ||
(m) | Misconduct means that: |
(i) | the Corporation has been required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, and the Committee has determined in its sole discretion that a Participant (A) had knowledge of the material noncompliance or the circumstances that gave rise to such noncompliance and failed to take reasonable steps to bring it to the attention of appropriate individuals within the Corporation or (B) personally and knowingly engaged in practices which materially contributed to the circumstances that enabled a material noncompliance to occur; or |
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(ii) | a Participant discloses to others, or takes or uses for his or her own purpose or the purpose of others, any trade secrets, confidential information, knowledge, data or know-how or any other proprietary information or intellectual property belonging to a member of the Affiliated Group and obtained by the Participant during the term of his or her employment, whether or not they are the Participants work product. Examples of such confidential information or trade secrets include, without limitation, customer lists, supplier lists, pricing and cost data, computer programs, delivery routes, advertising plans, wage and salary data, financial information, research and development plans, processes, equipment, product information and all other types and categories of information as to which the Participant knows or has reason to know that a member of the Affiliated Group intends or expects secrecy to be maintained; or | ||
(iii) | a Participant fails to promptly return all documents and other tangible items belonging to a member of the Affiliated Group in the Participants possession or control, including all complete or partial copies, recordings, abstracts, notes or reproductions of any kind made from or about such documents or information contained therein, upon Separation from Service, whether pursuant to retirement or otherwise; or | ||
(iv) | a Participant directly or indirectly engages in, becomes employed by, or renders services, advice or assistance to any business in competition with a member of the Affiliated Group at any time during the twelve months |
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following Separation from Service with the Affiliated Group. As used herein, business in competition means any person, organization or enterprise which is engaged in or is about to become engaged in any line of business engaged in by a member of the Affiliated Group at the time of the Participants Separation from Service with the Affiliated Group; or | |||
(v) | a Participant fails to inform any new employer, before accepting employment, of the terms of this section and of the Participants continuing obligation to maintain the confidentiality of the trade secrets and other confidential information belonging to a member of the Affiliated Group and obtained by the Participant during the term of his or her employment with the Affiliated Group; or | ||
(vi) | a Participant induces or attempts to induce, directly or indirectly, any of the Affiliated Groups customers, employees, representatives or consultants to terminate, discontinue or cease working with or for a member of the Affiliated Group, or to breach any contract with a member of the Affiliated Group, in order to work with or for, or enter into a contract with, the Participant or any third party; or | ||
(vii) | a Participant engages in conduct which is not in good faith and which disrupts, damages, impairs or interferes with the business, reputation or employees of a member of the Affiliated Group; or | ||
(viii) | a Participant committed an act of embezzlement, fraud or theft with respect to the property of a member of the Affiliated Group. |
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The Committee shall determine in its sole discretion whether the Participant has engaged in any of the acts set forth in (i) through (viii) above, and its determination shall be conclusive and binding on all interested persons. Any provision of this definition of Misconduct which is determined by a court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such invalid or unenforceable provision, without invalidating or rendering unenforceable the remaining provisions of this definition of Misconduct. |
(n) | Participant means a person who is eligible to participate in the RRP as provided in Section 2. | ||
(o) | Plan Benefit means the benefit described in Section 3. | ||
(p) | Plan Year means the calendar year. | ||
(q) | Prior Plans means the defined benefit portion of the Supplemental Pension Plan of Texaco Inc., the defined benefit portion of the Excess-Benefit Plan for Employees of ChevronTexaco Global Energy Inc., the Supplemental Bonus Retirement Plan of Texaco Inc., and the Pension Supplementation Plan of ChevronTexaco Global Energy Inc. | ||
(r) | Prior Qualified Plans means the Retirement Plan of Texaco Inc. and the Group Pension Plan of Chevron Global Energy Inc. |
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(s) | Quarter means a calendar quarter. | ||
(t) | Restoration Benefit means the benefit described in Section 3(a). | ||
(u) | Retirement Plan means the qualified Chevron Retirement Plan. | ||
(v) | RRP means the Chevron Corporation Retirement Restoration Plan. | ||
(w) | Separation from Service means separation from service with the Affiliated Group within the meaning of section 409A of the Code. | ||
(x) | SRP means the Chevron Corporation Supplemental Retirement Plan that was originally established effective as of July 1, 2002 through a spin-out of a portion of the liabilities of the Excess Plan, was amended from time to time thereafter, and effective July 1, 2006 was merged into the RRP. | ||
(y) | Successors and Assigns means a corporation or other entity acquiring all or substantially all the assets and business of the Corporation (including the RRP) whether by operation of law or otherwise. | ||
(z) | Unocal means Unocal Corporation, a Delaware corporation. | ||
(aa) | Unocal Nonqualified Retirement Plans means Unocal Nonqualified Retirement Plan A1, Unocal Nonqualified Retirement Plan B1 and Unocal Nonqualified Retirement Plan C1. | ||
(bb) | Unrestricted MIP Award means any MIP award that is not subject to forfeiture conditions established by the Committee (other than the forfeiture conditions |
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expressly described in the MIP text). Unrestricted MIP Award also includes such other bonus or incentive awards which the Committee has designated as such for purposes of this RRP, or which were included under the Excess Plan prior to July 1, 2002. |
CHEVRON CORPORATION | ||||||
By | /S/ Robert J. Eaton | |||||
Chair of Management | ||||||
Compensation Committee |
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Page | ||||
SECTION 1. INTRODUCTION |
1 | |||
SECTION 2. ELIGIBILITY AND PARTICIPATION |
2 | |||
(a) Eligibility Requirements on or After January 1, 2006 |
2 | |||
(b) Pre-January 1, 2006 Participation Requirements |
3 | |||
SECTION 3. PLAN BENEFITS |
3 | |||
(a) July 1, 2002 through December 31, 2005 |
3 | |||
(b) Post January 1, 2006 |
4 | |||
(c) Earnings |
4 | |||
SECTION 4. DISTRIBUTION OF PLAN BENEFITS |
4 | |||
(a) Post January 1, 2005 Default Distribution Forms |
5 | |||
(b) Distribution Form Elections |
5 | |||
(c) Valuation of Stock Units/Determination of Installment Payments |
9 | |||
(d) Change of Distribution Form Election |
10 | |||
(e) Cashout Limit |
12 | |||
(f) Specified Employees |
13 | |||
SECTION 5. DEATH BENEFITS |
13 | |||
(a) Amount of Death Benefit |
13 | |||
(b) Beneficiaries |
14 | |||
(c) Deaths Occurring on or After January 1, 2005 |
14 | |||
SECTION 6. MISCELLANEOUS |
15 | |||
(a) Forfeitures |
15 | |||
(b) Funding |
15 | |||
(c) Tax Withholding |
15 | |||
(d) No Employment Rights |
16 | |||
(e) No Assignment of Property Rights |
16 | |||
(f) Effect of Change in Capitalization on Participants Accounts |
16 | |||
(g) Administration |
17 | |||
(h) Amendment and Termination |
17 | |||
(i) Effect of Reemployment |
17 |
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Page | ||||
(j) Excess Plan/Top-Hat Plan Status |
18 | |||
(k) Successors and Assigns |
18 | |||
(l) 409A Compliance |
18 | |||
(m) Applicable Law |
19 | |||
SECTION 7. CHANGE IN CONTROL |
19 | |||
(a) Restrictions on Amendments During Benefit Protection Period |
19 | |||
(b) Exception to Section 7(a) |
20 | |||
(c) Restrictions on Certain Actions Prior to or Following, a Change in Control |
20 | |||
(d) ESIP Restoration Benefit |
21 | |||
(e) Distribution of Plan Benefits |
22 | |||
(f) Establishment of a Trust |
22 | |||
(g) No Forfeitures |
22 | |||
(h) Miscellaneous |
22 | |||
SECTION 8. DEFINITIONS |
23 | |||
SECTION 9. GRANDFATHERED PROVISIONS |
30 | |||
SECTION 10.
EXECUTION |
30 | |||
APPENDIX A GRANDFATHERED PLAN PROVISIONS |
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(a) | Eligibility Requirements on or After January 1, 2006. Effective as of January 1, 2006, participation in the ESIP-RP shall be limited to: |
(i) | ESIP/USP Members. Members of the ESIP and/or USP (A) who are Employees on or after January 1, 2006; and (B) who contribute two percent (2%) or more of their Regular Earnings above the |
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Section 401(a)(17) Limitation to the Deferred Compensation Plan. A Participant shall first become eligible to participate in this ESIP-RP when he or she first completes a valid salary deferral election under the Deferred Compensation Plan. | |||
(ii) | Pre-January 1, 2006 Participants. Any participant in the ESIP-RP who is not described in Section 2(a)(i) as of January 1, 2006 and who had an undistributed accrued benefit under the terms of the ESIP-RP as of December 31, 2005. |
(b) | Pre-January 1, 2006 Participation Requirements. The requirements with respect to participation in the ESIP prior to January 1, 2006 are set forth in Section 2 of Appendix A. |
(a) | July 1, 2002 through December 31, 2005. With respect to the period from July 1, 2002 to December 31, 2005, each Participant in the ESIP-RP was credited with the number of Stock Units determined in accordance with Section 3 of |
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Appendix A. This amount was credited with earnings in the same manner as described in Section 3(c) below. | |||
(b) | Post January 1, 2006. Effective January 1, 2006, Participants shall receive an allocation of Stock Units equal to eight percent (8%) of that portion of the Participants Regular Earnings in excess of his or her Section 401(a)(17) Limitation for any calendar year, provided the Participant contributes two percent (2%) or more to the Deferred Compensation Plan with respect to that portion of the Participants Regular Earnings in excess of his or her Section 401(a)(17) Limitation for that calendar year. | ||
(c) | Earnings. As of the payment date of a cash dividend paid with respect to shares of Chevron Stock, each Participants ESIP Restoration Benefit Account shall be credited with the number of Stock Units determined by multiplying the number of Stock Units in such Account on the day prior to the ex-dividend date by the per share amount of such dividend, and by dividing the resulting amount by the average share price obtained in connection with the reinvestment of the dividend in the Chevron stock fund within the ESIP. |
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(a) | Post January 1, 2005 Default Distribution Forms. |
(i) | With respect to any Participant who incurs a Separation from Service between January 1, 2005 and December 31, 2005, unless a Participant made a valid election to the contrary, payment of his or her Plan Benefit shall commence in the first January, April, July or October that is at least twelve (12) months after the date the Participant incurs a Separation from Service and shall be made in ten (10) approximately equal annual installments in cash. All installments after the first installment payment shall be paid in January. | ||
(ii) | With respect to a Participant who incurs a Separation from Service on or after January 1, 2006, unless the Participant has made a valid election to the contrary, payment of his or her Plan Benefit shall be made in a lump sum cash payment as of the first January, April, July or October that is at least twelve (12) months after the date the Participant incurs a Separation from Service. |
(b) | Distribution Form Elections. |
(i) | A Participant is permitted to make an initial election regarding the timing and form of distribution of his or her Plan Benefit. | ||
The provisions of Section 4(b) of Appendix A shall apply to elections regarding the form or timing of a payment of the Participants |
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Grandfathered Amount, except that Section 4(b)(i) shall provide: [p]rior to the last day of the Quarter in which the Employee incurs a Separation from Service, the Participant may request a cash distribution at the time and in the manner described below by filing the prescribed form with the Committee instead of the language in Section 4(b)(i) of Appendix A. | |||
With respect to Stock Units credited to a Participants Account (and earnings thereon) on or after January 1, 2005, the requirements relating to elections regarding the form and timing of payments are based on when the Participant incurs a Separation from Service as follows: |
(A) | If the Participant incurs a Separation from Service between January 1, 2005 and December 31, 2005, the Participant may elect a form of distribution no later than 30 days following his or her termination by filing the prescribed form with the Committee which shall provide for the payment of the portion of his or her Plan Benefit subject to this Section 4(b): |
(1) | In a lump sum in any January, April, July or October that is at least twelve (12) months after the Participant made his or her distribution election; provided, however, such lump sum payment shall not be made later than the first January after the later of the date the Participant attains age 701/2 or the date the Participant incurs a Separation from Service; or | ||
(2) | In fifteen (15) or fewer approximately equal annual installments, commencing in any January, April, July or |
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October that is at least twelve (12) months after the Participant made his or her distribution election; provided, however, that such installments shall not commence later than the first January after the later of the date the Participant attains age 701/2 or the date the Participant incurs a Separation from Service. All installments after the first installment payment shall be paid in January. |
(B) | If the Participant incurs a Separation from Service between January 1, 2006 and December 31, 2006, the Participant may elect his or her time and form of distribution no later than the earlier of the last day of the Quarter in which the Participant incurs a Separation from Service and December 31, 2006. Such an election shall be made by filing the prescribed form with the Committee and shall provide for the payment of the portion of his her Plan Benefits that is subject to this Section 4(b): |
(1) | In a lump sum in any January, April, July or October that is at least twelve (12) months after the Participant incurs a Separation from Service; provided, however, such lump sum payment shall not be made later than the first January after the later of the date the Participant attains age 701/2 or the date the Participant incurs a Separation from Service; or | ||
(2) | In ten (10) or fewer approximately equal annual installments, commencing in any January, April, July or |
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October that is at least twelve (12) months after the Participant incurs a Separation from Service; provided, however, that such installments shall not commence later than the first January after the later of the date the Participant attains age 701/2 or the date the Participant incurs a Separation from Service. All installments after the first installment payment shall be paid in January. |
(C) | If the Participant incurs a Separation from Service on or after January 1, 2007, the Participant may elect his or her time and form of distribution no later than the later of December 31, 2006 and thirty (30) days after the date the Participant first became eligible under this ESIP-RP. Such an election shall be made by filing the prescribed form with the Committee and shall provide for the payment of that portion of the Participants Plan Benefit subject to this Section 4(b): |
(1) | In a lump sum in any January, April, July or October that is at least twelve (12) months after the Participant incurs a Separation from Service; provided, however, such lump sum payment shall not be made later than the first January after the later of the date the Participant attains age 701/2 or the date the Participant incurs a Separation from Service; or | ||
(2) | In ten (10) or fewer approximately equal annual installments, commencing in any January, April, July or |
-8-
October that is at least twelve (12) months after the Participant incurs a Separation from Service; provided, however, that such installments shall not commence later than the first January after the later of the date the Participant attains age 701/2 or the date the Participant incurs a Separation from Service. All installments after the first installment payment shall be paid in January. |
(c) | Valuation of Stock Units/Determination of Installment Payments. Notwithstanding anything in Appendix A to the contrary, the valuation of all Stock Units and the determination of the amount of any installment payment shall be governed by the provisions of this Section 4(c) without regard to when such amounts were credited to the Participants Account. |
(i) | Prior to January 1, 2006, the amount of a cash payment pursuant to Section 4(a) or (b) attributable to any Account to which Stock Units are credited shall be determined by dividing the number of such Stock Units credited to the Participants Account as of the close of the Quarter preceding the distribution date by the number of annual payments remaining to be made, and by converting the resulting number of Stock Units to a cash amount by multiplying such number of Stock Units by the average daily trade price for the leveraged ESOP stock fund within the ESIP as of the last business day of the Quarter preceding the date payment is made under the ESIP-RP. |
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(ii) | On or after January 1, 2006, the amount of a cash payment pursuant to Section 4(a) or (b) attributable to any Account to which Stock Units are credited shall be determined by dividing the number of such Stock Units credited to the Participants Account as of the first business day of the Quarter in which the distribution is made by the number of annual payments remaining to be made, and by converting the resulting number of Stock Units to a cash amount by multiplying such number of Stock Units by the average daily trade price for the leveraged ESOP stock fund within the ESIP as of the first business day of the Quarter which includes the date payment is made under the ESIP-RP. |
(d) | Change of Distribution Form Election. The form and time of distribution (as determined pursuant to Section 4(a) or (b)) may be changed in accordance with the requirements of this Section 4(d) and such additional procedures as may be prescribed by the Committee in its sole discretion. Any change to the time and form of payment of a Participants Grandfathered Amount shall be subject to Section 4 of Appendix A. The remaining portion of a Participants Plan Benefit shall be subject to the following requirements: |
(i) | With respect to any Participant who incurs a Separation from Service between January 1, 2005 and December 31, 2006, such an election shall be valid only if it is made at least twelve (12) months prior to the commencement of his or her original payment date; | ||
(ii) | With respect to any Participant who incurs a Separation from Service on or after January 1, 2007, such an election shall only be valid if it is made |
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twelve (12) months prior to the commencement of the original payment date
and postpones the commencement of such payment(s) to at least five (5) years after the date the original payment(s) were scheduled to commence. Any such change in a distribution election shall be limited to an election of a lump sum payment or up to ten (10) installments commencing in the first January, April, July or October that complies with the five (5) year rule described above. All installment payments shall be made in cash and, after the first such installment, shall be paid in January; and |
|||
(iii) | Effective July 1, 2006, notwithstanding anything in Sections 4(d)(ii) or 5(c) to the contrary, a Participant who has incurred a Separation from Service, or a Beneficiary of a deceased Participant, who has an unforeseeable emergency (as defined in section 409A of the Code and the regulations thereunder) may request an immediate lump sum payment of all or any portion of the Participants or Beneficiarys Plan Benefit, provided that such requested amount is reasonably necessary to satisfy such emergency need (as determined by the Committee in accordance with section 409A of the Code and the regulations thereunder). For purposes of determining the number of Stock Units credited to a Participants Account, as well as the valuation of these Stock Units with respect to any distribution subject to this Section 4(d)(iii), Section 4(c)(ii) shall apply except that the date the Committee approves the request for such a distribution shall be used instead of the first day of the Quarter. |
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For purposes of this ESIP-RP, payment date means the date a lump sum is payable or the date the first of a series of installments is payable. |
(e) | Cashout Limit. Notwithstanding any other provision of this Section 4, if a Participants Plan Benefit (determined separately with respect to the Participants Grandfathered Amount and that portion credited to his or her Account on or after January 1, 2005 (and earnings thereon)) is less than $50,000, then such Plan Benefit shall be distributed in accordance with this Section 4(e). For purposes of determining whether a Participants Plan Benefit is less than $50,000 and the distribution of that Plan Benefit, the following rules shall apply: |
(i) | With respect to that portion of a Participants Plan Benefit consisting of his or her Grandfathered Amount, the time and form of benefit rules set forth in Section 4(e) of Appendix A shall govern; and | ||
(ii) | With respect to the remaining portion of a Participants Plan Benefit: |
(A) | If the Participant incurs a Separation from Service between January 1, 2005 and December 31, 2005, and the Participants Plan Benefit attributable to Stock Units credited to his or her Account on or after January 1, 2005 (and earnings thereon) is less than $50,000 as of the end of the Quarter following the Quarter in which the Participant incurs a Separation from Service, then this portion of the Participants Plan Benefit shall be distributed in a single sum during the Quarter following the Quarter in which the determination is made that the Plan Benefit is less than $50,000. |
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(B) | If the Participant incurs a Separation from Service on or after January 1, 2006, and the Participants Plan Benefit attributable to Stock Units credited to his or her Account on or after January 1, 2005 (and earnings thereon) is less than $50,000 as of the first day of the Quarter which is at least twelve (12) months after the date the Participant incurs a Separation from Service, then this portion of the Participants Plan Benefit shall be distributed in a single sum during such Quarter. |
(f) | Specified Employees. Notwithstanding anything in this Plan to the contrary, if a Participant is a specified employee (within the meaning of section 409A of the Code), then the commencement of any payments to such Participant which relate to amounts credited to the Participants Account on or after January 1, 2005 (and earnings thereon) shall be delayed until the later of (i) six months following the Participants Separation from Service; and (ii) the original start date of his or her payments. |
(a) | Amount of Death Benefit. If a Participant dies, the unpaid portion of the Participants Grandfathered Amount shall be distributed to the Participants Beneficiary in accordance with Section 5 of Appendix A. That portion of a Participants Plan Benefit credited to his or her Account on or after January 1, 2005 (and earnings thereon) shall be distributed to the Participants Beneficiary in accordance with Section 5(c) below. |
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(b) | Beneficiaries. A Participant may designate, in the manner and on the form prescribed by the Committee, one or more Beneficiaries to receive payment of any Plan Benefit hereunder that becomes distributable after the Participants death. A Participant may change such designation at any time by filing the prescribed form in the manner established by the Committee. No Beneficiary designation shall be effective until it is filed in accordance with the procedures established by the Committee. If a Beneficiary has not been designated or if no designated Beneficiary survives the Participant, distribution will be made to the Participants surviving spouse as Beneficiary if such spouse is then living or, if not, in equal shares to the then living children of the Participant as Beneficiaries or, if none, to the Participants estate as Beneficiary. | ||
(c) | Deaths Occurring on or After January 1, 2005. If a Participant who has made a valid election as to the form and timing of the payment of his or her Plan Benefit attributable to amounts credited to the Participants Account on or after January 1, 2005 dies, then the Beneficiary shall receive the payment(s) on the date(s) elected by the Participant and at the same time and in the same form as the Participant would have received such payment(s), except that the Beneficiary may request a distribution on account of an unforeseeable emergency as described in Section 4(e)(iii). If such a Participant has not made a valid election as to the time and form of his distribution, then payment shall be made in a lump sum as soon as practicable following the Participants death. |
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(a) | Forfeitures. Plan Benefits shall be fully vested at all times. Notwithstanding such vesting, however, unpaid Plan Benefits attributable to Stock Units credited to a Participants Account on or before December 31, 2004 (and earnings thereon) shall be subject to Section 6(a) of Appendix A. With respect to Plan Benefits attributable to Stock Units credited to a Participants Account on or after January 1, 2005 (and earnings thereon), if the Participant engages in Misconduct the Committee may determine that such unpaid Plan Benefits shall be forfeited and/or that any such Plan Benefits that have been paid to the Participant should be repaid to the Corporation. In addition, if the Participant is indebted to any member of the Affiliated Group, the Committee may determine that the Participants unpaid Plan Benefits shall be forfeited to the extent of such indebtedness, and such debt shall be extinguished to the extent of such forfeiture. | ||
(b) | Funding. The ESIP-RP shall be unfunded, and all Plan Benefits shall be paid only from the general assets of the Corporation. | ||
(c) | Tax Withholding. All distributions shall be net of any applicable payroll deductions including, but not limited to, any federal, state or local income tax withholding. In addition, any withholding amount required under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act with respect to a Participants Plan Benefit prior to the date a distribution shall be paid through withholding from the Participants salary or other income from the Affiliated Group; provided, however, that if such amounts are not withheld in this manner, then these withholdings shall be debited from the Participants Plan Benefit. |
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(d) | No Employment Rights. Nothing in the ESIP-RP shall be deemed to give any individual a right to remain in the employ of any member of the Affiliated Group nor affect the right of a member of the Affiliated Group to terminate any individuals employment at any time and for any reason, which right is hereby reserved. | ||
(e) | No Assignment of Property Rights. Except as provided in Section 6(a) with respect to a Participants indebtedness to any member of the Affiliated Group, or as may be required by applicable law, or as is described below relating to domestic relations orders, no Plan Benefit or property interest in this ESIP-RP may be assigned (either at law or in equity), alienated, anticipated or subject to attachment, bankruptcy, garnishment, levy, execution or other legal or equitable process. Any act in violation of this Section 6(e) shall be void. Notwithstanding the foregoing, the creation, assignment or recognition of a right to all or any portion of a Participants Plan Benefit hereunder pursuant to an order that would otherwise qualify as a qualified domestic relations order (within the meaning of section 414(p) of the Code) if this ESIP-RP were a qualified plan under section 401(a) of the Code, shall not constitute a violation of this Section 6(e). | ||
(f) | Effect of Change in Capitalization on Participants Accounts. In the event of a stock split, stock dividend or other change in capitalization affecting Chevron Stock, an appropriate number of Stock Units shall be substituted for, or added to, each Stock Unit then credited on behalf of each Participants Account, and such substituted or added Stock Unit shall be subject to the same terms and conditions as the original Stock Unit. |
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(g) | Administration. The ESIP-RP shall be administered by the Committee. No member of the Committee shall become a Participant in the ESIP-RP. The Committee shall make such rules, interpretations and computations as it may deem appropriate. The Committee shall have sole discretion to interpret the terms of the ESIP-RP, make any factual findings, and make any decision with respect to the ESIP-RP, including (without limitation) any determination of eligibility to participate in the ESIP-RP, eligibility for a Plan Benefit, and the amount of such Plan Benefit. The Committees determinations shall be conclusive and binding on all persons. | ||
(h) | Amendment and Termination. The Corporation expects to continue the ESIP-RP indefinitely. Future conditions, however, cannot be foreseen. Subject to Section 7, the Corporation shall have the authority to amend or to terminate the ESIP-RP at any time and for any reason, by action of its board of directors or by action of a committee or individual(s) acting pursuant to a valid delegation of authority. In the event of an amendment or termination of the ESIP-RP, the number of Stock Units credited to a Participants ESIP Restoration Account shall not be less than the number of Stock Units to which he or she would have been entitled to as of the date of such amendment or termination, as adjusted for subsequent cash dividends as described in Section 3(c). | ||
(i) | Effect of Reemployment. If any Participant who has incurred a Separation from Service is reemployed, such Participant shall continue to receive any amounts attributable to his or her previous employment according to his or her existing distribution schedule under the Excess Plan or this ESIP-RP, as applicable. When |
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any reemployed Participant subsequently incurred a Separation from Service, the Participants Plan Benefit attributable to such additional service shall be determined and distributed in accordance with this ESIP-RP. | |||
(j) | Excess Plan/Top-Hat Plan Status. To the extent that the ESIP-RP provides a benefit in excess of the limitations on contributions and benefits imposed by section 415 of the Code, the ESIP-RP is intended to be an excess benefit plan within the meaning of Section 3(36) of ERISA, that is an unfunded deferred compensation program. Otherwise, the ESIP-RP is intended to be an unfunded deferred compensation program that is maintained for a select group of management or highly compensated employees as set forth in Title I of ERISA. The ESIP-RP shall be implemented, administered and interpreted in a manner consistent with this intention. | ||
(k) | Successors and Assigns. The ESIP-RP shall be binding upon the Corporation, its Successors and Assigns. Notwithstanding that the ESIP-RP may be binding upon a Successor or Assign by operation of law, the Corporation shall also require any Successor or Assign to expressly assume and agree to be bound by the ESIP-RP in the same manner and to the same extent that the Corporation would be if no succession or assignment had taken place. | ||
(l) | 409A Compliance. This ESIP-RP is intended to comply with section 409A of the Code and shall be interpreted in a manner consistent with that intent. Notwithstanding the foregoing, in the event there is a failure to comply with section 409A of the Code (or the regulations thereunder), the Committee shall have the discretion to accelerate the time or form of payment of a Participants |
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Plan Benefit, but only to the extent of the amount required to be included in income as a result of such failure. | |||
(m) | Applicable Law. The ESIP-RP and all rights hereunder shall be interpreted and construed in accordance with ERISA and the Code and, to the extent that state law is not preempted by ERISA, the law of the State of California. |
(a) | Restrictions on Amendments During Benefit Protection Period. Notwithstanding Section 6(h), except to the extent required to comply with applicable law, no amendment of the ESIP-RP (other than an amendment to reduce or discontinue future allocations under the ESIP-RP after the end of the Benefit Protection Period) that is executed or first becomes effective during the Benefit Protection Period shall: |
(i) | Deprive any individual who is a Participant on the Benefit Protection Period Commencement Date or immediately prior to a Change in Control of coverage under the ESIP-RP as constituted at the time of such amendment; | ||
(ii) | Deprive any individual who is a Beneficiary with respect to an individual who is a Participant on the Benefit Protection Period Commencement Date or immediately prior to a Change in Control of any benefit to which he or |
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she is entitled on the Benefit Protection Period Commencement Date or may become entitled during the Benefit Protection Period; | |||
(iii) | Reduce the amount of benefits provided under the ESIP-RP below the benefits provided under the ESIP-RP on the day prior to the Benefit Protection Period Commencement Date; | ||
(iv) | Amend Sections 6(k), 7, 8(c), 8(d), 8(e), or 8(bb) of the ESIP-RP; or | ||
(v) | Terminate the ESIP-RP. |
(b) | Exception to Section 7(a). Section 7(a) shall not apply to the extent that (i) the amendment or termination of the ESIP-RP is approved after any plans have been abandoned to effect the transaction which, if effected, would have constituted a Change in Control and the event which would have constituted the Change in Control has not occurred, and (ii) within a period of six months after such approval, no other event constituting a Change in Control shall have occurred, and no public announcement of a proposed event which would constitute a Change in Control shall have been made, unless thereafter any plans to effect the Change in Control have been abandoned and the event which would have constituted the Change in Control has not occurred. For purposes of this Section 7, approval shall mean written approval (by a person or entity within the Corporation having the authority to do so) of such amendment or termination. | ||
(c) | Restrictions on Certain Actions Prior to or Following, a Change in Control. Notwithstanding any contrary provisions of the ESIP-RP and except to the extent required to comply with applicable law, (i) any amendment or termination of the |
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ESIP-RP which is executed or would otherwise become effective prior to a Change in Control at the request of a third party who effectuates a Change in Control shall not be an effective amendment or termination of the ESIP-RP during the Benefit Protection Period; and (ii) the ESIP-RP shall not be amended at any time if to do so would adversely affect the rights derived under the ESIP-RP from this Section 7 of any individual who is a Participant during the Benefit Protection Period or a Beneficiary with respect to a Participant during the Benefit Protection Period. Furthermore, following a Change in Control, no person shall take any action that would directly or indirectly have the same effect as any of the prohibited amendments listed in Section 7(a). | |||
(d) | ESIP Restoration Benefit. Each of a Participants Stock Units shall be converted to a dollar amount immediately after a Change in Control in an amount equal to the greater of (i) the highest price per share of Chevron Stock (the Shares) paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (ii) the highest closing price of a Share as reported on the New York Stock Exchange, Inc. composite transaction report during the ninety-day period ending on the date of a Change in Control. Thereafter deemed earnings shall be added to the unpaid portion of the total dollar amount of the Participants Plan Benefit as if such amounts were invested in the Vanguard Prime Money Market Fund. If for any reason such fund ceases to exist, earnings shall be determined based upon the earnings rate associated with the successor to such fund. |
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(e) | Distribution of Plan Benefits. Each Participants Plan Benefits shall be distributed in a single lump sum cash payment immediately after the later of the date of the Change in Control or the date the Participants incurs a Separation from Service. | ||
(f) | Establishment of a Trust. Notwithstanding anything contained in the ESIP-RP to the contrary, nothing herein shall prevent or prohibit the Corporation from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the ESIP-RP. | ||
(g) | No Forfeitures. A Participants Plan Benefit shall not be subject to forfeiture under any circumstances, including any of the circumstances provided in Section 6(a). | ||
(h) | Miscellaneous. |
(i) | The provisions of the ESIP-RP shall be deemed severable and the validity or enforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. | ||
(ii) | The Corporations obligation to make the payments and provide the benefits provided for in the ESIP-RP and otherwise to perform its obligation hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against the Participant or others. |
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(iii) | No provision of the ESIP-RP may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Participant and the Corporation. No waiver by either party hereto at any time of breach by the other party hereto of, or compliance with, any condition or provision of this ESIP-RP to be performed by such other party, shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. |
(a) | Account or Accounts means as to any Participant the separate account maintained in order to reflect his or her interest in the ESIP-RP. | ||
(b) | Beneficiary means the person or persons entitled to receive a Participants remaining Plan Benefit in the event the Participant dies prior to receiving his or her entire Plan Benefit, as provided in Section 5(b). | ||
(c) | Benefit Protection Period means the period commencing on the Benefit Protection Period Commencement Date and terminating two years after the date of a Change in Control. | ||
(d) | Benefit Protection Period Commencement Date means the date six months prior to the public announcement of the proposed transaction which, when effected, is a Change in Control. |
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(e) | Change in Control means a change in control of the Corporation as defined in Article VI of the Corporations By-Laws, as it may be amended from time-to-time. Notwithstanding the foregoing, the distribution provisions set forth in Section 7(e) shall only be triggered to the extent such a change in control also constitutes a change in control within the meaning of section 409A of the Code. | ||
(f) | Chevron Stock means the common stock of the Corporation. | ||
(g) | Code means the Internal Revenue Code of 1986, as amended. | ||
(h) | Committee means the Management Compensation Committee of the Board of Directors of the Corporation. | ||
(i) | Composite Transaction Report means the New York Stock Exchange, Inc. Composite Transaction Report, or such other stock report as the Committee from time to time may designate. | ||
(j) | Corporation means Chevron Corporation, a Delaware corporation. | ||
(k) | Deferred Compensation Plan means the Chevron Corporation Deferred Compensation Plan for Management Employees. | ||
(l) | Employee means an individual who is paid on the U.S. dollar Payroll of a member of the Affiliated Group, but shall not include an individual for any period in which he or she is: |
(i) | Compensated for services by a person other than a member of the Affiliated Group and who, at any time and for any reason, is deemed to be an Employee; |
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(ii) | Not on the Payroll of a member of the Affiliated Group and who, at any time and for any reason, is deemed to be an Employee; | ||
(iii) | A leased employee within the meaning of section 414(n) of the Code, or would be a leased employee but for the period-of-service requirement of section 414(n)(2)(B) of the Code, and who is providing services to any member of the Affiliated Group; | ||
(iv) | If, during any period, a member of the Affiliated Group has not treated an individual as an Employee and, for that reason, has not withheld employment taxes with respect to that individual, then that individual shall not be treated as an Employee for that period, even in the event that the individual is determined, retroactively, to have been an Employee during all or any portion of that period. |
(m) | ERISA means the federal Employee Retirement Income Security Act of 1974, as amended. | ||
(n) | Excess Plan means the Chevron Corporation Excess Benefit Plan as originally established effective January 1, 1976, amended thereafter from time to time, and effective July 1, 2002 reconstituted to form the Chevron Corporation Retirement Restoration Plan, the Chevron Corporation Supplemental Retirement Plan, and the ESIP-RP. | ||
(o) | ESIP means the Chevron Corporation Employee Savings Investment Plan. | ||
(p) | ESIP-RP means the Chevron Corporation ESIP Restoration Plan. | ||
(q) | ESIP Restoration Benefit means the benefit described in Section 3. |
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(r) | ESIP Restoration Benefit Account means the account described in Section 3. | ||
(s) | Grandfathered Amount means that portion, if any, of a Participants Plan Benefit which was credited to his or her Account as of December 31, 2004 (and earnings thereon). | ||
(t) | Misconduct means with respect to the period prior to March 1, 2005: |
(i) | The Participant is dismissed for cause (as determined by the Committee) or otherwise incurs a Separation from Service when a basis for such dismissal exists; or | ||
(ii) | Before or after the Participant incurs a Separation from Service, the Participant engages in any activity which, in the opinion of the Committee, is prejudiced to the interests of any member of the Affiliated Group. |
(i) | the Corporation has been required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, and the Committee has determined in its sole discretion that a Participant (A) had knowledge of the material noncompliance or the circumstances that gave rise to such noncompliance and failed to take reasonable steps to bring it to the attention of appropriate individuals within the Corporation or (B) personally and knowingly engaged in practices which materially |
-26-
contributed to the circumstances that enabled a material noncompliance to occur; or | |||
(ii) | a Participant discloses to others, or takes or uses for his or her own purpose or the purpose of others, any trade secrets, confidential information, knowledge, data or know-how or any other proprietary information or intellectual property belonging to a member of the Affiliated Group and obtained by the Participant during the term of his or her employment, whether or not they are the Participants work product. Examples of such confidential information or trade secrets include, without limitation, customer lists, supplier lists, pricing and cost data, computer programs, delivery routes, advertising plans, wage and salary data, financial information, research and development plans, processes, equipment, product information and all other types and categories of information as to which the Participant knows or has reason to know that a member of the Affiliated Group intends or expects secrecy to be maintained; or | ||
(iii) | a Participant fails to promptly return all documents and other tangible items belonging to a member of the Affiliated Group in the Participants possession or control, including all complete or partial copies, recordings, abstracts, notes or reproductions of any kind made from or about such documents or information contained therein, upon the Participants Separation from Service, whether pursuant to retirement or otherwise; or |
-27-
(iv) | a Participant directly or indirectly engages in, becomes employed by, or renders services, advice or assistance to any business in competition with a member of the Affiliated Group at any time during the twelve (12) months following Separation from Service with the Affiliated Group. As used herein, business in competition means any person, organization or enterprise which is engaged in or is about to become engaged in any line of business engaged in by a member of the Affiliated Group at the time of the Participants Separation from Service with the Affiliated Group; or | ||
(v) | a Participant fails to inform any new employer, before accepting employment, of the terms of this section and of the Participants continuing obligation to maintain the confidentiality of the trade secrets and other confidential information belonging to a member of the Affiliated Group and obtained by the Participant during the term of his or her employment with the Affiliated Group; or | ||
(vi) | a Participant induces or attempts to induce, directly or indirectly, any of the Affiliated Groups customers, employees, representatives or consultants to terminate, discontinue or cease working with or for a member of the Affiliated Group, or to breach any contract with a member of the Affiliated Group, in order to work with or for, or enter into a contract with, the Participant or any third party; or | ||
(vii) | a Participant engages in conduct which is not in good faith and which disrupts, damages, impairs or interferes with the business, reputation or employees of a member of the Affiliated Group; or |
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(viii) | a Participant committed an act of embezzlement, fraud or theft with respect to the property of a member of the Affiliated Group. | ||
The Committee shall determine in its sole discretion whether the Participant has engaged in any of the acts set forth above, and its determination shall be conclusive and binding on all interested persons. Any provision of this Section 8(t) which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such invalid or unenforceable provision, without invalidating or rendering unenforceable the remaining provisions of this Section 8(t). |
(u) | Participant means a person who is eligible to participate in the ESIP-RP as provided in Section 2. | ||
(v) | Plan Benefit means the benefit described in Section 3. | ||
(w) | Plan Year means the calendar year. | ||
(x) | Quarter means a calendar quarter. | ||
(y) | Section 401(a)(17) Limitation means the limitation on the amount of annual compensation that may be taken into account pursuant to section 401(a)(17) of the Code. | ||
(z) | Separation from Service means separation from service with the Affiliated Group within the meaning of section 409A of the Code. | ||
(aa) | Stock Units means the Chevron stock equivalents credited to a Participants Account in accordance with Section 3. |
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(bb) | Successors and Assigns means a corporation or other entity acquiring all or substantially all the assets and business of the Corporation (including the ESIP-RP) whether by operation of law or otherwise. | ||
(cc) | USP means the Unocal Savings Plan. |
CHEVRON CORPORATION | ||||||
By | /S/ Robert J. Eaton | |||||
Chair of Management | ||||||
Compensation Committee |
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(a) | ESIP Members. Members of the ESIP who are Employees on or after July 1, 2002 and whose ESIP contributions are reduced due to the requirements of sections 401(a)(17) or 415 of the Code, or on account of salary deferrals under the Deferred Compensation Plan not being recognized as Regular Earnings; and | ||
(b) | Pre-July 1, 2002 Participants. Any participant in the Excess Plan who is not a member of the ESIP as of the date immediately prior to July 1, 2002 who had an undistributed accrued benefit under the terms of the Excess Plan attributable to limitations in the ESIP required by section 401(a)(17) or section 415 of the Code, or on account of the ESIP not recognizing salary deferrals under the Deferred Compensation Plan as Regular Earnings. |
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(a) | As of July 1, 2002, each Participant shall be credited with the number of Stock Units credited to his or her account under the Excess Plan. | ||
(b) | In addition, as of the close of each payroll period, each Participants ESIP Restoration Benefit Account shall be credited with additional Stock Units determined by: |
(i) | subtracting the amount of Company Contributions allocated to such Participants Accounts under the ESIP for such payroll period from the amount of Company Contributions that would have been allocated to such Participant under the ESIP for such payroll period but for the limitations required by sections 401(a)(17) and 415 of the Code, or because the Participants salary deferrals under the Deferred Compensation Plan were not recognized as Regular Earnings, and | ||
(ii) | dividing the resulting amount by the per share price used in allocating the Company Contribution under the ESIP for such payroll period. |
Notwithstanding the foregoing, the Participants ESIP Restoration Benefit Account shall not be credited with any Stock Units on account of a limitation imposed by section 415 of the Code caused by the termination of the leveraged Employee Stock Ownership Plan (ESOP) as described in Section 17.5 of the ESIP. | |||
(c) | As of the payment date of a cash dividend paid with respect to shares of ChevronTexaco Stock, each Participants ESIP Restoration Benefit Account shall be credited with the number of Stock Units determined by multiplying the number |
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of Stock Units in such Account on the day prior to the ex-dividend date by the per share amount of such dividend, and by dividing the resulting amount by the average share price obtained in connection with the reinvestment of the dividend in the ChevronTexaco stock fund within the ESIP. |
(a) | Default Distribution Form. Unless the Committee approves a Participants distribution request pursuant to Section 4(b) or (e), distribution of the Participants Plan Benefit shall commence in the first January, April, July or October that is at least 12 months after the date the Participant ceases to be an Employee and shall be made in ten approximately equal annual installments in cash. All installments after the first shall be paid in January. | ||
(b) | Distribution Form Election. |
(i) | No later than 30 days after the date the Employee ceases to be an Employee, the Participant may request a cash distribution at the time and in the manner described below by filing the prescribed form with the Committee: |
(A) | In a lump sum in any January, April, July or October after the date the Participant ceases to be an Employee; provided, however, such |
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lump sum payment shall not be made later than the first January after the later of the date the Participant attains age 701/2 or the date the Participant ceases to be an Employee; or | |||
(B) | In fifteen (15) or fewer approximately equal annual installments, commencing in any January, April, July or October; provided, however, that such installments shall not commence later than the first January after the later of the date the Participant attains age 701/2 or the date the Participant ceases to be an Employee. All installments after the first shall be paid in January. |
(ii) | The Participants Plan Benefit shall be distributed in accordance with such request unless the Committee in its sole discretion disapproves the Participants request or determines that the distribution shall be made at some other time; provided, however, that: |
(A) | No distribution may be made pursuant to such request to the extent it would be made within 12 months after the request is filed with the Committee, and | ||
(B) | Any distribution scheduled to be made pursuant to Section 4(a) within the 12-month period after the request is filed with the Committee shall be made notwithstanding such request. |
(c) | Valuation of Stock Units/Determination of Installment Payments. The amount of a cash payment pursuant to Section 4(a) or (b) attributable to any Account to which Stock Units are credited shall be determined by dividing the number of |
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such Stock Units credited to the Participants Account as of the close of the Quarter preceding the distribution date by the number of annual payments remaining to be made, and by converting the resulting number of Stock Units to a cash amount by multiplying such number of Stock Units by the average daily trade price for the leveraged ESOP stock fund within the ESIP as of the last business day of the Quarter preceding the date payment is made under the ESIP-RP. | |||
(d) | Change of Distribution Form Election. The time of distribution (as determined pursuant to Section 4(a) or (b)) may only be changed by the Committee in its sole discretion. A Participant may request such a change by describing to the Committee in writing the Participants reason for such request. The Committee shall approve such change in its sole discretion only upon a showing of hardship or significantly changed circumstances based on substantial evidence. | ||
(e) | Cashout Limit. Notwithstanding any other provision of this Section 4, if a Participants Plan Benefit is less than $50,000 as of the end of the Quarter following the Quarter in which the Participant ceases to be an Employee, such Plan Benefit shall be distributed in a lump sum as soon as reasonably practicable following the last day of such Quarter. This Section 4(e) shall not apply to a Participant who ceased to be an Employee before July 1, 2002. | ||
(f) | Employees Ceasing Employment Prior to July 1, 2002. If a Participant ceased to be an Employee prior to July 1, 2002, such Participants Plan Benefit shall be distributed in accordance with the terms of the Excess Plan as in effect on the date |
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the Participant ceased to be an Employee, except that all of the installment payments after the first installment payment shall be paid in January. | |||
(g) | Acceleration of Payments. Notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate the distribution of any Plan Benefit if it determines that a change in any applicable law may cause the benefit to become currently taxable to any or all Participants. |
(a) | Amount of Death Benefit. If a Participant dies, the unpaid portion of the Participants Plan Benefit shall be distributed to the Participants Beneficiary in accordance with Section 5(b). | ||
(b) | Beneficiaries. A Participant may designate, in the manner and on the form prescribed by the Committee, one or more Beneficiaries to receive payment of any Plan Benefit hereunder that becomes distributable after the Participants death. A Participant may change such designation at any time by filing the prescribed form in the manner established by the Committee. No Beneficiary designation shall be effective until it is filed in accordance with the procedures established by the Committee. If a Beneficiary has not been designated or if no designated Beneficiary survives the Participant, distribution will be made to the Participants surviving spouse as Beneficiary if such spouse is then living or, if not, in equal shares to the then living children of the Participant as Beneficiaries or, if none, to the Participants estate as Beneficiary. Distributions under this Section 5 will be made in such manner and at such times as the Committee shall |
A-7
determine in its sole discretion. Unless the Committee directs otherwise, the elections provided in Section 4 may be made by the Beneficiary following the Participants death. |
(a) | Forfeitures. Plan Benefits shall be fully vested at all times. Notwithstanding such vesting, however, unpaid Plan Benefits shall be forfeited upon the occurrence of any of the following circumstances: |
(i) | The Participant is dismissed for cause (as determined by the Committee) or otherwise ceases to be an Employee when a basis for such dismissal exists; | ||
(ii) | Before or after the Participant ceases to be an Employee, the Participant engages in any activity which, in the opinion of the Committee, is prejudicial to the interests of any member of the Affiliated Group; or | ||
(iii) | The Participant is indebted to any member of the Affiliated Group. In such case, the Plan Benefit shall be forfeited to the extent of such indebtedness and such debt shall be extinguished to the extent of such forfeiture. The Committee in its sole discretion shall determine how and why such forfeiture shall be effected, including the valuation of any Stock Units credited to the Participants Account. |
(b) | Funding. The ESIP-RP shall be unfunded, and all Plan Benefits shall be paid only from the general assets of the Corporation. |
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(c) | Tax Withholding. All distributions shall be net of any applicable payroll deductions including, but not limited to, any federal, state or local income tax withholding. In addition, any withholding amount required under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act with respect to a Participants Plan Benefit prior to the date a distribution shall be paid through withholding from the Participants salary or other income from the Affiliated Group; provided, however, that if such amounts are not withheld in this manner, then these withholdings shall be debited from the Participants Plan Benefit. | ||
(d) | No Employment Rights. Nothing in the ESIP-RP shall be deemed to give any individual a right to remain in the employ of any member of the Affiliated Group nor affect the right of a member of the Affiliated Group to terminate any individuals employment at any time and for any reason, which right is hereby reserved. | ||
(e) | No Assignment of Property Rights. Except as provided in Section 6(a)(iii) with respect to a Participants indebtedness to any member of the Affiliated Group, or as may be required by applicable law, or is described below relating to domestic relations orders, no Plan Benefit or property interest in this ESIP-RP may be assigned (either at law or in equity), alienated, anticipated or subject to attachment, bankruptcy, garnishment, levy, execution or other legal or equitable process. Any act in violation of this Section 6(e) shall be void. Notwithstanding the foregoing, the creation, assignment or recognition of a right to all or any portion of a Participants Plan Benefit hereunder pursuant to an order that would otherwise qualify as a qualified domestic relations order, (within the meaning of |
A-9
section 414(p) of the Code) if this ESIP-RP were a qualified plan under section 401(a) of the Code, shall not constitute a violation of this Section 6(e). | |||
(f) | Effect of Change in Capitalization on Participants Accounts. In the event of a stock split, stock dividend or other change in capitalization affecting ChevronTexaco Stock, an appropriate number of Stock Units shall be substituted for, or added to, each Stock Unit then credited on behalf of each Participants Account, and such substituted or added Stock Unit shall be subject to the same terms and conditions as the original Stock Unit. | ||
(g) | Administration. The ESIP-RP shall be administered by the Committee. No member of the Committee shall become a Participant in the ESIP-RP. The Committee shall make such rules, interpretations and computations as it may deem appropriate. The Committee shall have sole discretion to interpret the terms of the ESIP-RP, make any factual findings, and make any decision with respect to the ESIP-RP, including (without limitation) any determination of eligibility to participate in the ESIP-RP, eligibility for a Plan Benefit, and the amount of such Plan Benefit. The Committees determinations shall be conclusive and binding on all persons. | ||
(h) | Amendment and Termination. The Corporation expects to continue the ESIP-RP indefinitely. Future conditions, however, cannot be foreseen. Subject to Section 7, the Corporation shall have the authority to amend or to terminate the ESIP-RP at any time and for any reason, by action of its board of directors or by action of a committee or individual(s) acting pursuant to a valid delegation of authority. In the event of an amendment or termination of the ESIP-RP, the number of Stock |
A-10
Units credited to a Participants ESIP Restoration Account shall not be less than the number of Stock Units to which he or she would have been entitled to as of the date of such amendment or termination, as adjusted for subsequent cash dividends as described in Section 3(c). | |||
(i) | Effect of Reemployment. If any Participant who has ceased to be an Employee is reemployed, such Participant shall continue to receive any amounts attributable to his or her previous employment according to his or her existing distribution schedule under the Excess Plan or this ESIP-RP, as applicable. When any such reemployed Participant subsequently ceases to be an Employee, the Participants Plan Benefit attributable to such additional service shall be determined and distributed in accordance with this ESIP-RP. | ||
(j) | Excess Plan/Top-Hat Plan Status. To the extent that the ESIP-RP provides a benefit in excess of the limitations on contributions and benefits imposed by section 415 of the Code, the ESIP-RP is intended to be an excess benefit plan within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), that is an unfunded deferred compensation program. Otherwise, the ESIP-RP is intended to be an unfunded deferred compensation program that is maintained for a select group of management or highly compensated employees as set forth in Title I of ERISA. The ESIP-RP shall be implemented, administered and interpreted in a manner consistent with this intention. | ||
(k) | Successors and Assigns. The ESIP-RP shall be binding upon the Corporation, its Successors and Assigns. Notwithstanding that the ESIP-RP may be binding upon |
A-11
a Successor or Assign by operation of law, the Corporation shall also require any Successor or Assign to expressly assume and agree to be bound by the ESIP-RP in the same manner and to the same extent that the Corporation would be if no succession or assignment had taken place. |
(a) | Restrictions on Amendments During Benefit Protection Period. Notwithstanding Section 6(h), except to the extent required to comply with applicable law, no amendment of the ESIP-RP (other than an amendment to reduce or discontinue future allocations under the ESIP-RP after the end of the Benefit Protection Period) that is executed or first becomes effective during the Benefit Protection Period shall: |
(i) | Deprive any individual who is a Participant on the Benefit Protection Period Commencement Date or immediately prior to a Change in Control of coverage under the ESIP-RP as constituted at the time of such amendment; | ||
(ii) | Deprive any individual who is a Beneficiary with respect to an individual who is a Participant on the Benefit Protection Period Commencement Date or immediately prior to a Change in Control of any benefit to which he or she is entitled on the Benefit Protection Period Commencement Date or may become entitled during the Benefit Protection Period; |
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(iii) | Reduce the amount of benefits provided under the ESIP-RP below the benefits provided under the ESIP-RP on the day prior to the Benefit Protection Period Commencement Date; | ||
(iv) | Amend Sections 6(k), 7, 8(c), 8(d), 8(e), or 8(x) of the ESIP-RP; or | ||
(v) | Terminate the ESIP-RP. |
(b) | Exception to Section 7(a). Section 7(a) shall not apply to the extent that (i) the amendment or termination of the ESIP-RP is approved after any plans have been abandoned to effect the transaction which, if effected, would have constituted a Change in Control and the event which would have constituted the Change in Control has not occurred, and (ii) within a period of six months after such approval, no other event constituting a Change in Control shall have occurred, and no public announcement of a proposed event which would constitute a Change in Control shall have been made, unless thereafter any plans to effect the Change in Control have been abandoned and the event which would have constituted the Change in Control has not occurred. For purposes of this Section 7(b), approval shall mean written approval (by a person or entity within the Corporation having the authority to do so) of such amendment or termination. | ||
(c) | Restrictions on Certain Actions Prior to or Following, a Change in Control. Notwithstanding any contrary provisions of the ESIP-RP and except to the extent required to comply with applicable law, (i) any amendment or termination of the ESIP-RP which is executed or would otherwise become effective prior to a Change in Control at the request of a third party who effectuates a Change in |
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Control shall not be an effective amendment or termination of the ESIP-RP during the Benefit Protection Period; and (ii) the ESIP-RP shall not be amended at any time if to do so would adversely affect the rights derived under the ESIP-RP from this Section 7 of any individual who is a Participant during the Benefit Protection Period or a Beneficiary with respect to a Participant during the Benefit Protection Period. Furthermore, following a Change in Control, no person shall take any action that would directly or indirectly have the same effect as any of the prohibited amendments listed in Section 7(a). | |||
(d) | ESIP Restoration Benefit. Each of a Participants Stock Units shall be converted to a dollar amount immediately after a Change in Control in an amount equal to the greater of (i) the highest price per share of ChevronTexaco Stock (the Shares) paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (ii) the highest closing price of a Share as reported on the New York Stock Exchange, Inc. composite transaction report during the ninety-day period ending on the date of a Change in Control. Thereafter deemed earnings shall be added to the unpaid portion of the total dollar amount of the Participants Plan Benefit as if such amounts were invested in the Vanguard Prime Money Market Fund. If for any reason such fund ceases to exist, earnings shall be determined based upon the earnings rate associated with the successor to such fund. | ||
(e) | Distribution of Plan Benefits. Each Participants Plan Benefits shall be distributed in a single lump sum cash payment immediately after the later of the |
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date of the Change in Control or the date the Participants employment with the Affiliated Group terminates. | |||
(f) | Establishment of a Trust. Notwithstanding anything contained in the ESIP-RP to the contrary, nothing herein shall prevent or prohibit the Corporation from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the ESIP-RP. | ||
(g) | No Forfeitures. A Participants Plan Benefits shall not be subject to forfeiture under any circumstances, including any of the circumstances provided in Section 6(a). | ||
(h) | Miscellaneous. |
(i) | The provisions of the ESIP-RP shall be deemed severable and the validity or enforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. | ||
(ii) | The Corporations obligation to make the payments and provide the benefits provided for in the ESIP-RP and otherwise to perform its obligation hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against the Participant or others. | ||
(iii) | No provision of the ESIP-RP may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Participant and the Corporation. No waiver by either party |
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hereto at any time of breach by the other party hereto of, or compliance with, any condition or provision of this ESIP-RP to be performed by such other party, shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. |
(a) | Account or Accounts means as to any Participant the separate account maintained in order to reflect his or her interest in the ESIP-RP. | ||
(b) | Beneficiary means the person or persons entitled to receive a Participants remaining Plan Benefit in the event the Participant dies prior to receiving his or her entire Plan Benefit, as provided in Section 5(b). | ||
(c) | Benefit Protection Period means the period commencing on the Benefit Protection Period Commencement Date and terminating two years after the date of a Change in Control. | ||
(d) | Benefit Protection Period Commencement Date means the date six months prior to the public announcement of the proposed transaction which, when effected, is a Change in Control. | ||
(e) | Change in Control means a change in control of the Corporation as defined in Article VI of the Corporations By-Laws, as it may be amended from time-to-time. | ||
(f) | ChevronTexaco Stock means the common stock of the Corporation. |
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(g) | Code means the Internal Revenue Code of 1986, as amended. | ||
(h) | Committee means the Management Compensation Committee of the Board of Directors of the Corporation. | ||
(i) | Composite Transaction Report means the New York Stock Exchange, Inc. Composite Transaction Report, or such other stock report as the Committee from time to time may designate. | ||
(j) | Corporation means ChevronTexaco Corporation, a Delaware corporation. | ||
(k) | Deferred Compensation Plan means the ChevronTexaco Corporation Deferred Compensation Plan for Management Employees. | ||
(l) | Employee means an individual who is paid on the U.S. dollar Payroll of a member of the Affiliated Group, but shall not include an individual for any period in which he or she is: |
(i) | Compensated for services by a person other than a member of the Affiliated Group and who, at any time and for any reason, is deemed to be an Employee; | ||
(ii) | Not on the Payroll of a member of the Affiliated Group and who, at any time and for any reason, is deemed to be an Employee; | ||
(iii) | A leased employee within the meaning of section 414(n) of the Code, or would be a leased employee but for the period-of-service requirement of section 414(n)(2)(B) of the Code, and who is providing services to any member of the Affiliated Group; |
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(iv) | If, during any period, a member of the Affiliated Group has not treated an individual as an Employee and, for that reason, has not withheld employment taxes with respect to that individual, then that individual shall not be treated as an Employee for that period, even in the event that the individual is determined, retroactively, to have been an Employee during all or any portion of that period. |
(m) | ERISA means the federal Employee Retirement Income Security Act of 1974, as amended. | ||
(n) | Excess Plan means the Chevron Corporation Excess Benefit Plan as originally established effective January 1, 1976, amended thereafter from time to time, and last amended and restated effective April 1, 2002, at which time it was renamed the ChevronTexaco Corporation Excess Benefit Plan. | ||
(o) | ESIP means the ChevronTexaco Corporation Employee Savings Investment Plan. | ||
(p) | ESIP-RP means the ChevronTexaco Corporation ESIP Restoration Plan. | ||
(q) | ESIP Restoration Benefit means the benefit described in Section 3. | ||
(r) | ESIP Restoration Benefit Account means the account described in Section 3. | ||
(s) | Participant means a person who is eligible to participate in the ESIP-RP as provided in Section 2. | ||
(t) | Plan Benefit means the benefit described in Section 3. | ||
(u) | Plan Year means the calendar year. |
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(v) | Quarter means a calendar quarter. | ||
(w) | Stock Units means the ChevronTexaco stock equivalents credited to a Participants Account in accordance with Section 3. | ||
(x) | Successors and Assigns means a corporation or other entity acquiring all or substantially all the assets and business of the Corporation (including the ESIP-RP) whether by operation of law or otherwise. |
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1
2
Accepted:
|
Date: | |
3
Six Months | Year Ended December 31 | |||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
June 30, 2006 | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
(Dollars in Millions) | ||||||||||||||||||||||||
Income from Continuing Operations
|
$ | 8,349 | $ | 14,099 | $ | 13,034 | $ | 7,382 | $ | 1,102 | $ | 3,875 | ||||||||||||
Income Tax Expense
|
7,672 | 11,098 | 7,517 | 5,294 | 2,998 | 4,310 | ||||||||||||||||||
Distributions (Less) Greater Than Equity in Earnings of
Affiliates
|
(475 | ) | (1,304 | ) | (1,422 | ) | (383 | ) | 510 | (489 | ) | |||||||||||||
Minority Interest
|
48 | 96 | 85 | 80 | 57 | 121 | ||||||||||||||||||
Previously Capitalized Interest Charged to Earnings During Period
|
52 | 93 | 83 | 76 | 70 | 67 | ||||||||||||||||||
Interest and Debt Expense
|
255 | 482 | 406 | 474 | 565 | 833 | ||||||||||||||||||
Interest Portion of Rentals*
|
392 | 688 | 687 | 507 | 407 | 357 | ||||||||||||||||||
Earnings Before Provision for Taxes And Fixed Charges
|
$ | 16,293 | $ | 25,252 | $ | 20,390 | $ | 13,430 | $ | 5,709 | $ | 9,074 | ||||||||||||
Interest and Debt Expense
|
$ | 255 | $ | 482 | $ | 406 | $ | 474 | $ | 565 | $ | 833 | ||||||||||||
Interest Portion of Rentals*
|
392 | 688 | 687 | 507 | 407 | 357 | ||||||||||||||||||
Preferred Stock Dividends of Subsidiaries
|
1 | 1 | 1 | 4 | 5 | 48 | ||||||||||||||||||
Capitalized Interest
|
61 | 60 | 44 | 75 | 67 | 122 | ||||||||||||||||||
Total Fixed Charges
|
$ | 709 | $ | 1,231 | $ | 1,138 | $ | 1,060 | $ | 1,044 | $ | 1,360 | ||||||||||||
Ratio Of Earnings To Fixed Charges
|
22.98 | 20.51 | 17.92 | 12.67 | 5.47 | 6.67 |
* | Calculated as one-third of rentals. Considered a reasonable approximation of interest factor. |
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a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; | |
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ David J. OReilly | |
|
|
David J. OReilly | |
Chairman of the Board and | |
Chief Executive Officer |
45
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; | |
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Stephen J. Crowe | |
|
|
Stephen J. Crowe | |
Vice President and | |
Chief Financial Officer |
46
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ David J. OReilly | |
|
|
David J. OReilly | |
Chairman of the Board and | |
Chief Executive Officer |
47
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Stephen J. Crowe | |
|
|
Stephen J. Crowe | |
Vice President and | |
Chief Financial Officer |
48