e10vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
þ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
OR
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 1-368-2
Chevron Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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94-0890210
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6001 Bollinger Canyon Road,
San Ramon, California 94583-2324
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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(Address of principal executive offices) (Zip Code)
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Registrants telephone number, including area code
(925) 842-1000
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange
on Which Registered
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Common
stock, par value $.75 per share
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New
York Stock Exchange, Inc.
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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large
accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller
reporting company)
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Smaller reporting company o
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
Aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day
of the registrants most recently completed second fiscal
quarter $203,659,751,369 (As of June 30, 2008)
Number of Shares of Common Stock outstanding as of
February 20, 2009 2,004,559,279
DOCUMENTS INCORPORATED BY REFERENCE
(To The Extent Indicated Herein)
Notice of the 2009 Annual Meeting and 2009 Proxy Statement, to
be filed pursuant to
Rule 14a-6(b)
under the Securities Exchange Act of 1934, in connection with
the companys 2009 Annual Meeting of Stockholders (in
Part III)
CAUTIONARY
STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Annual Report on
Form 10-K
of Chevron Corporation contains forward-looking statements
relating to Chevrons operations that are based on
managements current expectations, estimates and
projections about the petroleum, chemicals and other
energy-related industries. Words such as
anticipates, expects,
intends, plans, targets,
projects, believes, seeks,
schedules, estimates,
budgets and similar expressions are intended to
identify such forward-looking statements. These statements are
not guarantees of future performance and are subject to certain
risks, uncertainties and other factors, some of which are beyond
the companys control and are difficult to predict.
Therefore, actual outcomes and results may differ materially
from what is expressed or forecasted in such forward-looking
statements. The reader should not place undue reliance on these
forward-looking statements, which speak only as of the date of
this report. Unless legally required, Chevron undertakes no
obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Among the important factors that could cause actual results to
differ materially from those in the forward-looking statements
are crude-oil and natural-gas prices; refining, marketing and
chemical margins; actions of competitors or regulators; timing
of exploration expenses; timing of crude-oil liftings; the
competitiveness of alternate-energy sources or product
substitutes; technological developments; the results of
operations and financial condition of equity affiliates; the
inability or failure of the companys joint-venture
partners to fund their share of operations and development
activities; the potential failure to achieve expected net
production from existing and future crude-oil and natural-gas
development projects; potential delays in the development,
construction or
start-up of
planned projects; the potential disruption or interruption of
the companys net production or manufacturing facilities or
delivery/transportation networks due to war, accidents,
political events, civil unrest, severe weather or crude-oil
production quotas that might be imposed by OPEC (Organization of
Petroleum Exporting Countries); the potential liability for
remedial actions or assessments under existing or future
environmental regulations and litigation; significant investment
or product changes under existing or future environmental
statutes, regulations and litigation; the potential liability
resulting from pending or future litigation; the companys
acquisition or disposition of assets; gains and losses from
asset dispositions or impairments; government-mandated sales,
divestitures, recapitalizations, industry-specific taxes,
changes in fiscal terms or restrictions on scope of company
operations; foreign currency movements compared with the
U.S. dollar; the effects of changed accounting rules under
generally accepted accounting principles promulgated by
rule-setting bodies; and the factors set forth under the heading
Risk Factors on pages 30 and 31 in this report. In
addition, such statements could be affected by general domestic
and international economic and political conditions.
Unpredictable or unknown factors not discussed in this report
could also have material adverse effects on forward-looking
statements.
2
PART I
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(a)
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General
Development of Business
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Summary
Description of Chevron
Chevron
Corporation,1
a Delaware corporation, manages its investments in subsidiaries
and affiliates and provides administrative, financial,
management and technology support to U.S. and international
subsidiaries that engage in fully integrated petroleum
operations, chemicals operations, mining operations, power
generation and energy services. Exploration and production
(upstream) operations consist of exploring for, developing and
producing crude oil and natural gas and also marketing natural
gas. Refining, marketing and transportation (downstream)
operations relate to refining crude oil into finished petroleum
products; marketing crude oil and the many products derived from
petroleum; and transporting crude oil, natural gas and petroleum
products by pipeline, marine vessel, motor equipment and rail
car. Chemical operations include the manufacture and marketing
of commodity petrochemicals, plastics for industrial uses, and
fuel and lubricant oil additives.
A list of the companys major subsidiaries is presented on
pages E-125
and E-126.
As of December 31, 2008, Chevron had approximately
67,000 employees (including about 5,000 service station
employees). Approximately 32,000 employees (including about
4,000 service station employees), or 48 percent, were
employed in U.S. operations.
Overview
of Petroleum Industry
Petroleum industry operations and profitability are influenced
by many factors, and individual petroleum companies have little
control over some of them. Governmental policies, particularly
in the areas of taxation, energy and the environment have a
significant impact on petroleum activities, regulating how
companies are structured and where and how companies conduct
their operations and formulate their products and, in some
cases, limiting their profits directly. Prices for crude oil and
natural gas, petroleum products and petrochemicals are generally
determined by supply and demand for these commodities. However,
some governments impose price controls on refined products such
as gasoline or diesel fuel. The members of the Organization of
Petroleum Exporting Countries (OPEC) are typically the
worlds swing producers of crude oil, and their production
levels are a major factor in determining worldwide supply.
Demand for crude oil and its products and for natural gas is
largely driven by the conditions of local, national and global
economies, although weather patterns and taxation relative to
other energy sources also play a significant part. Seasonality
is not a primary driver to changes in the companys
quarterly earnings during the year.
Strong competition exists in all sectors of the petroleum and
petrochemical industries in supplying the energy, fuel and
chemical needs of industry and individual consumers. Chevron
competes with fully integrated major global petroleum companies,
as well as independent and national petroleum companies, for the
acquisition of crude oil and natural gas leases and other
properties and for the equipment and labor required to develop
and operate those properties. In its downstream business,
Chevron also competes with fully integrated major petroleum
companies and other independent refining, marketing and
transportation entities in the sale or acquisition of various
goods or services in many national and international markets.
Operating
Environment
Refer to pages FS-2 through FS-8 of this
Form 10-K
in Managements Discussion and Analysis of Financial
Condition and Results of Operations for a discussion of the
companys current business environment and outlook.
1 Incorporated
in Delaware in 1926 as Standard Oil Company of California, the
company adopted the name Chevron Corporation in 1984 and
ChevronTexaco Corporation in 2001. In 2005, ChevronTexaco
Corporation changed its name to Chevron Corporation. As used in
this report, the term Chevron and such terms as
the company, the corporation,
our, we and us may refer to
Chevron Corporation, one or more of its consolidated
subsidiaries, or all of them taken as a whole, but unless stated
otherwise, it does not include affiliates of
Chevron i.e., those companies accounted for by the
equity method (generally owned 50 percent or less) or
investments accounted for by the cost method. All of these terms
are used for convenience only and are not intended as a precise
description of any of the separate companies, each of which
manages its own affairs.
3
Chevron
Strategic Direction
Chevrons primary objective is to create stockholder value
and achieve sustained financial returns from its operations that
will enable it to outperform its competitors. As a foundation
for achieving this objective, the company has established the
following strategies:
Strategies
for Major Businesses
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Upstream grow profitably in core
areas, build new legacy positions and commercialize the
companys equity natural-gas resource base while growing a
high-impact global gas business
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Downstream improve returns and
selectively grow, with a focus on integrated value creation
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The company also continues to invest in renewable-energy
technologies, with an objective of capturing profitable
positions.
Enabling
Strategies Companywide
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Invest in people to achieve the companys
strategies
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Leverage technology to deliver superior
performance and growth
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Build organizational capability to deliver
world-class performance in operational excellence, cost
management, capital stewardship and profitable growth
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(b) Description
of Business and Properties
The upstream, downstream and chemicals activities of the company
and its equity affiliates are widely dispersed geographically,
with operations in North America, South America, Europe, Africa,
the Middle East, Asia and Australia. Tabulations of segment
sales and other operating revenues, earnings and income taxes
for the three years ending December 31, 2008, and assets as
of the end of 2008 and 2007 for the United States
and the companys international geographic
areas are in Note 9 to the Consolidated
Financial Statements beginning on
page FS-38.
Similar comparative data for the companys investments in
and income from equity affiliates and property, plant and
equipment are in Notes 12 and 13 on pages FS-41 to FS-43.
Capital
and Exploratory Expenditures
Total expenditures for 2008 were $22.8 billion, including
$2.3 billion for Chevrons share of expenditures by
affiliated companies, which did not require cash outlays by the
company. In 2007 and 2006, expenditures were $20 billion
and $16.6 billion, respectively, including the
companys share of affiliates expenditures of
$2.3 billion and $1.9 billion in the corresponding
periods.
Of the $22.8 billion in expenditures for 2008, about
three-fourths, or $17.5 billion, was related to upstream
activities. Approximately the same percentage was also expended
for upstream operations in 2007 and 2006. International upstream
accounted for about 70 percent of the worldwide upstream
investment in each of the three years, reflecting the
companys continuing focus on opportunities that are
available outside the United States.
In 2009, the company estimates capital and exploratory
expenditures will be $22.8 billion, including
$1.8 billion of spending by affiliates. About three-fourths
of the total, or $17.5 billion, is budgeted for exploration
and production activities, with $13.9 billion of that
amount outside the United States.
Refer also to a discussion of the companys capital and
exploratory expenditures on
page FS-11
and FS-12.
Upstream
Exploration and Production
The table on the following page summarizes the net production of
liquids and natural gas for 2008 and 2007 by the company and its
affiliates.
4
Net
Production of Crude Oil and Natural Gas Liquids and Natural
Gas1
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Components of Oil-Equivalent
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Crude Oil & Natural Gas
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Oil-Equivalent (Thousands
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Liquids (Thousands of
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Natural Gas (Millions of
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of Barrels per Day)
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Barrels per Day)
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Cubic Feet per Day)
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2008
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2007
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2008
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2007
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2008
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2007
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United States:
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California
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215
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221
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201
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205
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88
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97
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Gulf of Mexico
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160
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214
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86
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118
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439
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576
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Texas (Onshore)
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149
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153
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76
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77
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441
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457
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Other States
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147
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155
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58
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60
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533
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569
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Total United States
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671
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743
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421
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460
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1,501
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1,699
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Africa:
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Angola
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154
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179
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|
145
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171
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52
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48
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Nigeria
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154
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129
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142
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126
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72
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15
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Chad
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29
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32
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28
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31
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5
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4
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Republic of the Congo
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13
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8
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11
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7
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12
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7
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Democratic Republic of the Congo
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2
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3
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2
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3
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1
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2
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Total Africa
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352
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351
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328
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338
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|
142
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|
76
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Asia-Pacific:
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Thailand
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217
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224
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67
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71
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894
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916
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Partitioned Neutral Zone
(PNZ)2
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106
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|
112
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103
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109
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20
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17
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Australia
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|
96
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100
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34
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39
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376
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372
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Bangladesh
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71
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|
47
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|
2
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|
|
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2
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|
|
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414
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275
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Kazakhstan
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66
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|
|
66
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|
|
41
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|
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41
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|
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153
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149
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Azerbaijan
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29
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61
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28
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|
|
60
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7
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5
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Philippines
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26
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|
|
26
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|
|
5
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5
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|
|
|
128
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|
|
|
126
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|
China
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22
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26
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|
19
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|
22
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22
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|
22
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|
Myanmar
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|
|
15
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|
17
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|
|
|
|
|
|
|
|
|
|
|
89
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|
|
100
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Total Asia-Pacific
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648
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679
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|
299
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349
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2,103
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1,982
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|
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|
|
|
|
|
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|
|
|
|
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Indonesia
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|
|
235
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|
|
|
241
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|
|
|
182
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|
|
|
195
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|
|
|
319
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|
|
|
277
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|
Other International:
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|
|
|
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|
|
|
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|
|
|
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|
United Kingdom
|
|
|
106
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|
|
|
115
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|
|
71
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|
|
|
78
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|
|
|
208
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|
|
|
220
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|
Denmark
|
|
|
61
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|
|
|
63
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|
|
|
37
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|
|
|
41
|
|
|
|
142
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|
|
|
132
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|
Argentina
|
|
|
44
|
|
|
|
47
|
|
|
|
37
|
|
|
|
39
|
|
|
|
45
|
|
|
|
50
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|
Canada
|
|
|
37
|
|
|
|
36
|
|
|
|
36
|
|
|
|
35
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|
|
|
4
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|
|
|
5
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|
Colombia
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|
|
35
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|
|
|
30
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|
|
|
|
|
|
|
|
|
|
|
209
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|
|
|
178
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|
Trinidad and Tobago
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|
|
32
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|
|
|
29
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|
|
|
|
|
|
|
|
|
|
|
189
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|
|
|
174
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|
Netherlands
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|
9
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|
|
|
4
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|
|
|
2
|
|
|
|
3
|
|
|
|
40
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|
|
|
5
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|
Norway
|
|
|
6
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|
|
|
6
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|
|
|
6
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|
|
|
6
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|
|
|
1
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|
|
|
1
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total Other International
|
|
|
330
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|
|
|
330
|
|
|
|
189
|
|
|
|
202
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|
|
|
838
|
|
|
|
765
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International
|
|
|
1,565
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|
|
|
1,601
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|
998
|
|
|
|
1,084
|
|
|
|
3,402
|
|
|
|
3,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Operations
|
|
|
2,236
|
|
|
|
2,344
|
|
|
|
1,419
|
|
|
|
1,544
|
|
|
|
4,903
|
|
|
|
4,799
|
|
Equity
Affiliates3
|
|
|
267
|
|
|
|
248
|
|
|
|
230
|
|
|
|
212
|
|
|
|
222
|
|
|
|
220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Including
Affiliates4
|
|
|
2,503
|
|
|
|
2,592
|
|
|
|
1,649
|
|
|
|
1,756
|
|
|
|
5,125
|
|
|
|
5,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Excludes
Athabasca oil sands
production, net:
|
|
|
27
|
|
|
|
27
|
|
|
|
27
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
2 Located
between Saudi Arabia and Kuwait.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Volumes
represent Chevrons share of production by affiliates,
including Tengizchevroil (TCO) in Kazakhstan and Petroboscan,
Petroindependiente and Petropiar/Hamaca in Venezuela.
|
4 Volumes
include natural gas consumed in operations of 520 million
and 498 million cubic feet per day in 2008 and 2007,
respectively.
|
Worldwide oil-equivalent production, including volumes from oil
sands (refer to footnote 1 above), was 2.53 million barrels
per day, down about 3 percent from 2007. The decline was
mostly attributable to damages to facilities caused by September
2008 hurricanes in the U.S. Gulf of Mexico and the impact
of higher prices on certain production-sharing and
variable-royalty agreements outside the United States. Refer to
the Results of Operations section beginning on
page FS-6
for a detailed discussion of the factors explaining the
2006 2008 changes in production for crude oil and
natural gas liquids and natural gas.
5
The company estimates that its average worldwide oil-equivalent
production in 2009 will be approximately 2.63 million
barrels per day. This estimate is subject to many uncertainties,
including quotas that may be imposed by OPEC, the price effect
on production volumes calculated under cost-recovery and
variable-royalty provisions of certain contracts, changes in
fiscal terms or restrictions on the scope of company operations,
delays in project
start-ups,
fluctuations in demand for natural gas in various markets, and
production that may have to be shut in due to weather
conditions, civil unrest, changing geopolitics or other
disruptions to operations. Future production levels also are
affected by the size and number of economic investment
opportunities and, for new large-scale projects, the time lag
between initial exploration and the beginning of production.
Refer to the Review of Ongoing Exploration and Production
Activities in Key Areas, beginning on page 9, for a
discussion of the companys major oil and gas development
projects.
Average
Sales Prices and Production Costs per Unit of
Production
Refer to Table IV on
page FS-67
for the companys average sales price per barrel of crude
oil and natural gas liquids and per thousand cubic feet of
natural gas produced and the average production cost per
oil-equivalent barrel for 2008, 2007 and 2006.
Gross and
Net Productive Wells
The following table summarizes gross and net productive wells at
year-end 2008 for the company and its affiliates:
Productive
Oil and Gas
Wells1 at
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productive2
|
|
|
Productive2
|
|
|
|
Oil Wells
|
|
|
Gas Wells
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California
|
|
|
25,726
|
|
|
|
23,921
|
|
|
|
188
|
|
|
|
44
|
|
Gulf of Mexico
|
|
|
1,489
|
|
|
|
1,214
|
|
|
|
922
|
|
|
|
701
|
|
Other U.S.
|
|
|
23,729
|
|
|
|
8,460
|
|
|
|
10,587
|
|
|
|
4,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States
|
|
|
50,944
|
|
|
|
33,595
|
|
|
|
11,697
|
|
|
|
5,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa
|
|
|
2,126
|
|
|
|
723
|
|
|
|
17
|
|
|
|
7
|
|
Asia-Pacific
|
|
|
2,479
|
|
|
|
1,150
|
|
|
|
2,468
|
|
|
|
1,560
|
|
Indonesia
|
|
|
7,879
|
|
|
|
7,737
|
|
|
|
203
|
|
|
|
165
|
|
Other International
|
|
|
1,091
|
|
|
|
680
|
|
|
|
275
|
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International
|
|
|
13,575
|
|
|
|
10,290
|
|
|
|
2,963
|
|
|
|
1,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Companies
|
|
|
64,519
|
|
|
|
43,885
|
|
|
|
14,660
|
|
|
|
7,406
|
|
Equity in Affiliates
|
|
|
1,174
|
|
|
|
413
|
|
|
|
7
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Including Affiliates
|
|
|
65,693
|
|
|
|
44,298
|
|
|
|
14,667
|
|
|
|
7,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple completion wells included above:
|
|
|
881
|
|
|
|
549
|
|
|
|
411
|
|
|
|
318
|
|
|
|
|
1 |
|
Includes wells producing or capable
of producing and injection wells temporarily functioning as
producing wells. Wells that produce both oil and gas are
classified as oil wells.
|
2 |
|
Gross wells include the total
number of wells in which the company has an interest. Net wells
include wholly owned wells and the sum of the companys
fractional interests in gross wells.
|
Reserves
Refer to Table V beginning on
page FS-67
for a tabulation of the companys proved net oil and gas
reserves by geographic area, at the beginning of 2006 and each
year-end from 2006 through 2008, and an accompanying discussion
of major changes to proved reserves by geographic area for the
three-year period ending December 31, 2008. During 2008,
the company provided oil and gas reserves estimates for 2007 to
the Department of Energy, Energy Information Administration
(EIA), that agree with the 2007 reserve volumes in Table V. This
reporting fulfilled the requirement that such estimates are to
be consistent with, and do not differ more than 5 percent
from, the information furnished to the Securities and Exchange
Commission in the companys 2007 Annual Report on
Form 10-K.
During 2009, the company will file estimates of oil and gas
reserves with the Department of Energy, EIA, consistent with the
2008 reserve data reported in Table V.
6
The net proved-reserve balances at the end of each of the three
years 2006 through 2008 are shown in the table below:
Net
Proved Reserves at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Liquids* Millions of barrels
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies
|
|
|
4,735
|
|
|
|
4,665
|
|
|
|
5,294
|
|
Affiliated Companies
|
|
|
2,615
|
|
|
|
2,422
|
|
|
|
2,512
|
|
Natural Gas Billions of cubic feet
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies
|
|
|
19,022
|
|
|
|
19,137
|
|
|
|
19,910
|
|
Affiliated Companies
|
|
|
4,053
|
|
|
|
3,003
|
|
|
|
2,974
|
|
Total Oil-Equivalent Millions of barrels
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies
|
|
|
7,905
|
|
|
|
7,855
|
|
|
|
8,612
|
|
Affiliated Companies
|
|
|
3,291
|
|
|
|
2,922
|
|
|
|
3,008
|
|
|
|
|
*
|
|
Crude oil, condensate and natural
gas liquids
|
Acreage
At December 31, 2008, the company owned or had under lease
or similar agreements undeveloped and developed oil and gas
properties located throughout the world. The geographical
distribution of the companys acreage is shown in the
following table.
Acreage1
at December 31, 2008
(Thousands of Acres)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed and
|
|
|
|
Undeveloped2
|
|
|
Developed2
|
|
|
Undeveloped
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California
|
|
|
138
|
|
|
|
122
|
|
|
|
183
|
|
|
|
176
|
|
|
|
321
|
|
|
|
298
|
|
Gulf of Mexico
|
|
|
2,108
|
|
|
|
1,500
|
|
|
|
1,568
|
|
|
|
1,141
|
|
|
|
3,676
|
|
|
|
2,641
|
|
Other U.S.
|
|
|
3,441
|
|
|
|
2,784
|
|
|
|
4,461
|
|
|
|
2,497
|
|
|
|
7,902
|
|
|
|
5,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States
|
|
|
5,687
|
|
|
|
4,406
|
|
|
|
6,212
|
|
|
|
3,814
|
|
|
|
11,899
|
|
|
|
8,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa
|
|
|
17,686
|
|
|
|
7,710
|
|
|
|
2,487
|
|
|
|
921
|
|
|
|
20,173
|
|
|
|
8,631
|
|
Asia-Pacific
|
|
|
45,429
|
|
|
|
22,447
|
|
|
|
5,937
|
|
|
|
2,649
|
|
|
|
51,366
|
|
|
|
25,096
|
|
Indonesia
|
|
|
8,031
|
|
|
|
5,348
|
|
|
|
383
|
|
|
|
341
|
|
|
|
8,414
|
|
|
|
5,689
|
|
Other International
|
|
|
35,236
|
|
|
|
19,957
|
|
|
|
1,924
|
|
|
|
613
|
|
|
|
37,160
|
|
|
|
20,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International
|
|
|
106,382
|
|
|
|
55,462
|
|
|
|
10,731
|
|
|
|
4,524
|
|
|
|
117,113
|
|
|
|
59,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Companies
|
|
|
112,069
|
|
|
|
59,868
|
|
|
|
16,943
|
|
|
|
8,338
|
|
|
|
129,012
|
|
|
|
68,206
|
|
Equity in Affiliates
|
|
|
640
|
|
|
|
300
|
|
|
|
259
|
|
|
|
104
|
|
|
|
899
|
|
|
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Including Affiliates
|
|
|
112,709
|
|
|
|
60,168
|
|
|
|
17,202
|
|
|
|
8,442
|
|
|
|
129,911
|
|
|
|
68,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Gross acreage includes the total
number of acres in all tracts in which the company has an
interest. Net acreage includes wholly owned interests and the
sum of the companys fractional interests in gross acreage.
|
2 |
|
Developed acreage is spaced or
assignable to productive wells. Undeveloped acreage is acreage
on which wells have not been drilled or completed to permit
commercial production and that may contain undeveloped proved
reserves. The gross undeveloped acres that will expire in 2009,
2010 and 2011 if production is not established by certain
required dates are 5,707, 8,290 and 4,720, respectively.
|
7
Delivery
Commitments
The company sells crude oil and natural gas from its producing
operations under a variety of contractual obligations. Most
contracts generally commit the company to sell quantities based
on production from specified properties, but some natural gas
sales contracts specify delivery of fixed and determinable
quantities, as discussed below.
In the United States, the company is contractually committed to
deliver to third parties and affiliates 414 billion cubic
feet of natural gas through 2011. The company believes it can
satisfy these contracts from quantities available from
production of the companys proved developed
U.S. reserves. These contracts include a variety of pricing
terms, including both index and fixed-price contracts.
Outside the United States, the company is contractually
committed to deliver to third parties a total of
865 billion cubic feet of natural gas from 2009 through
2011 from Argentina, Australia, Canada, Colombia, Denmark and
the Philippines. The sales contracts contain variable pricing
formulas that are generally referenced to the prevailing market
price for crude oil, natural gas or other petroleum products at
the time of delivery. The company believes it can satisfy these
contracts from quantities available from production of the
companys proved developed reserves in Argentina,
Australia, Colombia, Denmark and the Philippines. The company
plans to meet its Canadian contractual delivery commitments of
28 billion cubic feet through third-party purchases.
Development
Activities
Refer to Table I on
page FS-62
for details associated with the companys development
expenditures and costs of proved property acquisitions for 2008,
2007 and 2006.
The table below summarizes the companys net interest in
productive and dry development wells completed in each of the
past three years and the status of the companys
development wells drilling at December 31, 2008. A
development well is a well drilled within the proved
area of a crude oil or natural gas reservoir to the depth of a
stratigraphic horizon known to be productive.
Development
Well Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Drilling
|
|
|
Net Wells
Completed1
|
|
|
|
at 12/31/082
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
Gross
|
|
|
Net
|
|
|
Prod.
|
|
|
Dry
|
|
|
Prod.
|
|
|
Dry
|
|
|
Prod.
|
|
|
Dry
|
|
|
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California
|
|
|
8
|
|
|
|
1
|
|
|
|
533
|
|
|
|
|
|
|
|
620
|
|
|
|
|
|
|
|
600
|
|
|
|
|
|
Gulf of Mexico
|
|
|
44
|
|
|
|
25
|
|
|
|
26
|
|
|
|
3
|
|
|
|
30
|
|
|
|
1
|
|
|
|
34
|
|
|
|
5
|
|
Other U.S.
|
|
|
9
|
|
|
|
8
|
|
|
|
287
|
|
|
|
1
|
|
|
|
225
|
|
|
|
4
|
|
|
|
317
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States
|
|
|
61
|
|
|
|
34
|
|
|
|
846
|
|
|
|
4
|
|
|
|
875
|
|
|
|
5
|
|
|
|
951
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa
|
|
|
13
|
|
|
|
8
|
|
|
|
33
|
|
|
|
|
|
|
|
43
|
|
|
|
|
|
|
|
45
|
|
|
|
2
|
|
Asia-Pacific
|
|
|
13
|
|
|
|
4
|
|
|
|
203
|
|
|
|
1
|
|
|
|
223
|
|
|
|
|
|
|
|
235
|
|
|
|
1
|
|
Indonesia
|
|
|
2
|
|
|
|
2
|
|
|
|
462
|
|
|
|
|
|
|
|
374
|
|
|
|
|
|
|
|
258
|
|
|
|
|
|
Other International
|
|
|
7
|
|
|
|
2
|
|
|
|
41
|
|
|
|
|
|
|
|
52
|
|
|
|
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International
|
|
|
35
|
|
|
|
16
|
|
|
|
739
|
|
|
|
1
|
|
|
|
692
|
|
|
|
|
|
|
|
581
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Companies
|
|
|
96
|
|
|
|
50
|
|
|
|
1,585
|
|
|
|
5
|
|
|
|
1,567
|
|
|
|
5
|
|
|
|
1,532
|
|
|
|
14
|
|
Equity in Affiliates
|
|
|
2
|
|
|
|
1
|
|
|
|
16
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Including Affiliates
|
|
|
98
|
|
|
|
51
|
|
|
|
1,601
|
|
|
|
5
|
|
|
|
1,570
|
|
|
|
5
|
|
|
|
1,545
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Indicates the fractional number of
wells completed during the year, regardless of when drilling was
initiated. Completion refers to the installation of permanent
equipment for the production of crude oil or natural gas or, in
the case of a dry well, the reporting of abandonment to the
appropriate agency.
|
2 |
|
Represents wells in the process of
drilling, including wells for which drilling was not completed
and which were temporarily suspended at the end of 2008. Gross
wells include the total number of wells in which the company has
an interest. Net wells include wholly owned wells and the sum of
the companys fractional interests in gross wells.
|
8
Exploration
Activities
The following table summarizes the companys net interests
in productive and dry exploratory wells completed in each of the
last three years and the number of exploratory wells drilling at
December 31, 2008. Exploratory wells are wells
drilled to find and produce crude oil or natural gas in unproved
areas and include delineation wells, which are wells drilled to
find a new reservoir in a field previously found to be
productive of crude oil or natural gas in another reservoir or
to extend a known reservoir beyond the proved area.
Exploratory
Well Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Drilling
|
|
|
Net Wells
Completed1,2
|
|
|
|
at
12/31/083
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
Gross
|
|
|
Net
|
|
|
Prod.
|
|
|
Dry
|
|
|
Prod.
|
|
|
Dry
|
|
|
Prod.
|
|
|
Dry
|
|
|
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of Mexico
|
|
|
9
|
|
|
|
3
|
|
|
|
8
|
|
|
|
1
|
|
|
|
4
|
|
|
|
7
|
|
|
|
9
|
|
|
|
8
|
|
Other U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
1
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States
|
|
|
9
|
|
|
|
3
|
|
|
|
8
|
|
|
|
2
|
|
|
|
4
|
|
|
|
8
|
|
|
|
16
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa
|
|
|
8
|
|
|
|
3
|
|
|
|
2
|
|
|
|
1
|
|
|
|
6
|
|
|
|
2
|
|
|
|
1
|
|
|
|
|
|
Asia-Pacific
|
|
|
4
|
|
|
|
2
|
|
|
|
10
|
|
|
|
1
|
|
|
|
14
|
|
|
|
9
|
|
|
|
18
|
|
|
|
7
|
|
Indonesia
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
Other International
|
|
|
2
|
|
|
|
|
|
|
|
39
|
|
|
|
2
|
|
|
|
41
|
|
|
|
6
|
|
|
|
6
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International
|
|
|
14
|
|
|
|
5
|
|
|
|
55
|
|
|
|
5
|
|
|
|
62
|
|
|
|
17
|
|
|
|
27
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Companies
|
|
|
23
|
|
|
|
8
|
|
|
|
63
|
|
|
|
7
|
|
|
|
66
|
|
|
|
25
|
|
|
|
43
|
|
|
|
18
|
|
Equity in Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Including Affiliates
|
|
|
23
|
|
|
|
8
|
|
|
|
63
|
|
|
|
7
|
|
|
|
66
|
|
|
|
25
|
|
|
|
44
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
2007 conformed to 2008 presentation.
|
2 |
|
Indicates the fractional number of
wells completed during the year, regardless of when drilling was
initiated. Completion refers to the installation of permanent
equipment for the production of crude oil or natural gas or, in
the case of a dry well, the reporting of abandonment to the
appropriate agency. Some exploratory wells are not drilled with
the intention of producing from the well bore. In such cases,
completion refers to the completion of drilling.
Further categorization of productive or dry is based on the
determination as to whether hydrocarbons in a sufficient
quantity were found to justify completion as a producing well,
whether or not the well is actually going to be completed as a
producer.
|
3 |
|
Represents wells that are in the
process of drilling but have been neither abandoned nor
completed as of the last day of the year, including wells for
which drilling was not completed and which were temporarily
suspended at the end of 2008. Does not include wells for which
drilling was completed at year-end 2008 and that were reported
as suspended wells in Note 20 beginning on
page FS-48.
Gross wells include the total number of wells in which the
company has an interest. Net wells include wholly owned wells
and the sum of the companys fractional interests in gross
wells.
|
Refer to Table I on
page FS-62
for detail of the companys exploration expenditures and
costs of unproved property acquisitions for 2008, 2007 and 2006.
Review of
Ongoing Exploration and Production Activities in Key
Areas
Chevrons 2008 key upstream activities, some of which are
also discussed in Managements Discussion and Analysis of
Financial Condition and Results of Operations beginning on
page FS-2,
are presented below. The comments include references to
total production and net production,
which are defined under Production in
Exhibit 99.1 on
page E-146.
The discussion that follows references the status of proved
reserves recognition for significant long-lead-time projects not
yet on production and for projects recently placed on
production. Reserves are not discussed for recent discoveries
that have yet to advance to a project stage or for mature areas
of production that do not have individual projects requiring
significant levels of capital or exploratory investment. Amounts
indicated for project costs represent total project costs, not
the companys share of costs for projects that are less
than wholly owned.
9
Consolidated
Operations
|
|
|
|
|
|
|
|
|
Chevron has production and exploration activities in most of the worlds major hydrocarbon basins. The companys upstream strategy is to grow profitably in core areas, build new legacy positions and commercialize the companys equity natural-gas resource base while growing a high-impact global gas business. The map at left indicates Chevrons primary areas of production and exploration.
|
Upstream activities in the United States are concentrated in
California, the Gulf of Mexico, Louisiana, Texas,
New Mexico, the Rocky Mountains and Alaska. Average net
oil-equivalent production in the United States during 2008 was
671,000 barrels per day, composed of 421,000 barrels
of crude oil and natural gas liquids and 1.5 billion cubic
feet of natural gas. Refer to Table V beginning on
page FS-67
for a discussion of the net proved reserves and different
hydrocarbon characteristics for the companys major
U.S. producing areas.
|
|
|
|
|
|
|
|
|
California: The company has significant production
in the San Joaquin Valley. In 2008, average net
oil-equivalent production was 215,000 barrels per day,
composed of 196,000 barrels of crude oil, 88 million
cubic feet of natural gas and 5,000 barrels of natural gas
liquids. Approximately 84 percent of the crude-oil
production is considered heavy oil (typically with API gravity
lower than 22 degrees).
|
|
|
|
|
|
|
|
|
|
Gulf of Mexico: Average net oil-equivalent
production during 2008 for the companys combined interests
in the Gulf of Mexico shelf and deepwater areas, and the onshore
fields in the region was 160,000 barrels per day. The daily
oil-equivalent production comprised 76,000 barrels of crude
oil, 439 million cubic feet of natural gas and
10,000 barrels of natural gas liquids.
Production levels in 2008 were adversely affected by damage to
facilities caused by hurricanes Gustav and Ike in September. At
the end of 2008, approximately 50,000 barrels per day of
oil-equivalent production remained offline, with restoration of
the volumes to occur as repairs to third-party pipelines and
producing facilities are completed.
|
10
During 2008, Chevron was engaged in various development and
exploration activities in the deepwater Gulf of Mexico.
Production
start-up
occurred in fourth quarter 2008 at the 75 percent-owned and
operated Blind Faith project. The project was designed for daily
production capacity of 65,000 barrels of crude oil and
55 million cubic feet of natural gas from subsea wells tied
back to a semisubmersible hull. Proved undeveloped reserves were
initially recorded in 2005, and a portion was transferred to the
proved-developed category in 2008 coincident with project
start-up.
The production life of the field is estimated to be
approximately 20 years.
At Caesar/Tonga, the company participated in a successful
appraisal well in 2008. The Tonga and Caesar partnerships have
formed a unit agreement for the area, with Chevron having a
20 percent nonoperated working interest. First oil is
expected by 2011. Development plans include a subsea tie-back to
a nearby third-party production facility.
The company is also participating in the ultra-deep Perdido
Regional Development. The project encompasses the installation
of a producing host facility to service multiple fields,
including Chevrons 33 percent-owned Great White,
60 percent-owned Silvertip and 58 percent-owned
Tobago. Chevron has a 38 percent interest in the Perdido
Regional Host. All of these fields and the production facility
are partner-operated. Activities during 2008 included facility
construction, development drilling and spar installation. First
oil is expected in early 2010, with the facility capable of
handling 130,000 barrels of oil-equivalent per day. The
project has an expected life of approximately 25 years.
Proved undeveloped reserves related to the project were first
recorded in 2006, and the phased reclassification of these
reserves to the proved-developed category is anticipated near
the time of production
start-up.
At the 58 percent-owned and operated Tahiti Field,
development work continued following a delay in 2007 due to
metallurgical problems with the facilitys mooring
shackles, which problems have been resolved. The project is
designed as a subsea development, with the wells tied back to a
truss-spar floating production facility. Production
start-up is
expected in mid-2009. Initial booking of proved undeveloped
reserves occurred in 2003 for the project, with the transfer of
a portion of these reserves into the proved-developed category
anticipated near the time of production
start-up.
With an estimated production life of 30 years, Tahiti is
designed to have a maximum total daily production of
125,000 barrels of crude oil and 70 million cubic feet
of natural gas. In early 2009, a possible second phase of field
development was under evaluation.
Deepwater exploration activities in 2008 and early 2009 included
participation in 12 exploratory wells four wildcat
and eight appraisal. Exploratory work included the following:
|
|
|
|
|
Big Foot 60 percent-owned and operated. A
successful appraisal well was completed in first quarter 2008. A
final appraisal well began drilling in November 2008, and was
completed in January 2009. As of late February 2009, evaluation
of the drilling results was under way.
|
|
|
|
Buckskin 55 percent-owned and operated. A
successful wildcat well was completed in early 2009.
|
|
|
|
Jack & St. Malo 50 percent- and
41 percent-owned and operated interests, respectively. The
prospects are being evaluated together due to their relative
proximity. Successful appraisal wells were drilled during 2008
at both Jack and St. Malo, bringing the total wells drilled to
three at Jack and four at St. Malo.
|
|
|
|
Knotty Head 25 percent-owned and nonoperated
working interest. Subsurface studies continued during 2008 at
this 2005 discovery, with an appraisal well planned for third
quarter 2009.
|
|
|
|
Puma 22 percent-owned and nonoperated working
interest. An appraisal well began drilling in late 2008 and was
scheduled for completion in second quarter 2009.
|
|
|
|
Tubular Bells 30 percent-owned and nonoperated
working interest. An appraisal well was completed in 2008.
|
At the end of 2008, the company had not yet recognized proved
reserves for any of the exploration projects discussed above.
Besides the activities connected with the development and
exploration projects in the Gulf of Mexico, the company also has
access to liquefied natural gas (LNG) for the North America
natural gas market through the Sabine Pass LNG terminal in
Louisiana. The terminal was completed in mid-2008, and Chevron
has contracted for 1 billion cubic feet per day of
regasification capacity at the facility beginning in July 2009.
The company also has completed the permitting process to develop
the Casotte Landing regasification facility adjacent to the
companys Pascagoula refinery in Mississippi. Casotte
Landing remains a development option for Chevron to bring LNG
into the United States.
Also in the Sabine Pass area of Louisiana, the company has a
binding agreement to be one of the anchor shippers in a
3.2 billion-cubic-feet-per-day third-party-owned natural
gas pipeline. Chevron has contracted to have 1.6 billion
cubic
11
feet per day of capacity in the pipeline, of which
1 billion cubic feet per day is in a new pipeline and
600 million cubic feet per day is interconnecting capacity
to an existing pipeline. The new pipeline system, expected to be
completed in second quarter 2009, will provide access to
Chevrons Sabine and Bridgeline pipelines, which connect to
the Henry Hub. The Henry Hub interconnects to nine interstate
and four intrastate pipelines and is the pricing point for
natural gas futures contracts traded on the NYMEX (New York
Mercantile Exchange).
Other U.S. Areas: Outside California and the
Gulf of Mexico, the company manages operations across the
mid-continental United States and Alaska. During 2008, the
companys U.S. production outside California and the
Gulf of Mexico averaged 296,000 net oil-equivalent barrels
per day, composed of 101,000 barrels of crude oil,
974 million cubic feet of natural gas and
33,000 barrels of natural gas liquids.
In the Piceance Basin in northwestern Colorado, the company is
continuing a natural-gas development in which it holds a
100 percent operated working interest. A pipeline to
transport the gas to a gathering system was completed in 2008
and facilities to produce 60 million cubic feet of natural
gas per day are expected to be completed in mid-2009.
Development drilling began in 2007, and reserves will be
recognized over the life of the project based upon drilling
results.
b) Africa
In Africa, the company is engaged in exploration and production
activities in Angola, Chad, Democratic Republic of the Congo,
Libya, Nigeria and Republic of the Congo.
|
|
|
|
|
|
|
|
|
Angola: Chevron holds company-operated working interests in offshore Blocks 0 and 14 and nonoperated working interests in offshore Block 2 and the onshore Fina Sonangol Texaco (FST) area. Net production from these operations in 2008 averaged 154,000 barrels of oil-equivalent per day.
The company operates in areas A and B of the 39 percent-owned Block 0, which averaged 109,000 barrels per day of net liquids production in 2008. The Block 0 concession extends through 2030.
Start-up of the Mafumeira Field in Area A of Block 0 is expected in third quarter 2009, with crude-oil production ramping up to the expected maximum total of 35,000 barrels per day in 2011.
Two delineation wells were drilled in Area A. One well found commercial quantities of hydrocarbons and was placed into production during the year. The acquisition of seismic data started in late 2008 and is expected to be finalized in 2010.
Also in Area A are three gas management projects that are expected to eliminate routine flaring of natural gas by injecting excess natural gas into various reservoirs. |
The Takula gas-processing platform started production in
December 2008. The Cabinda Gas Plant is scheduled for
start-up in
the second half of 2009. The Takula and Malongo Flare and Relief
project is scheduled for
start-up in
stages beginning in the second half of 2009 and continuing into
2011. In Area B, development drilling occurred during 2008
at the Nemba and Kokongo fields. Front-end engineering and
development (FEED) continued on the South NDola field
development.
In 31 percent-owned Block 14, net production in 2008
averaged 33,000 barrels of liquids per day. Activities in
2008 included development drilling at the Benguela Belize-Lobito
Tomboco (BBLT) project and the ongoing evaluation of the Negage
project. Development and production rights for the various
fields in Block 14 expire between 2027 and 2029.
Also in Block 14, development of the Tombua and Landana
fields continued. Installation of producing facilities was
completed in late 2008, with expected
start-up in
the second half of 2009. Production from the Landana North
reservoir is expected to continue to utilize the BBLT
infrastructure after
start-up.
The maximum total production from Tombua and Landana of
100,000 barrels of crude oil per day is expected to occur
in 2011. Proved undeveloped reserves were recognized for Tombua
and Landana in 2001 and 2002, respectively. Reclassification
from proved undeveloped to proved developed for Landana occurred
in 2006 and 2007. Further reclassification is expected between
2009 and 2012 as the
Tombua-Landana
facilities and the drilling program are completed.
12
During 2008, in the Lucapa provisional development area of
Block 14, exploratory drilling included an appraisal well
that was the second successful appraisal of the 2006 Lucapa
discovery. Studies to evaluate development alternatives at
Lucapa began in second quarter 2008. At the end of 2008, proved
reserves had not been recognized. At the 20 percent-owned
Block 2 and the 16 percent-owned FST area, combined
production during 2008 averaged 3,000 barrels of net
liquids per day.
Refer also to page 22 for a discussion of affiliate
operations in Angola.
Angola-Republic of the Congo Joint Development
Area: Chevron operates and holds a 31 percent
interest in the Lianzi Development Area located between Angola
and Republic of the Congo. In 2006, the development of the
Lianzi area was approved by a committee of representatives from
the two countries, and a conceptual field development plan was
also submitted to this committee. In late 2008, the project
entered FEED, and further development planning is scheduled in
2009.
Republic of the Congo: Chevron has a 32 percent
nonoperated working interest in the Nkossa, Nsoko and
Moho-Bilondo exploitation permits and a 29 percent
nonoperated working interest in the Kitina exploitation permit,
all of which are offshore. Net production from the Republic of
the Congo fields averaged 13,000 barrels of oil-equivalent
per day in 2008.
Production at the Moho-Bilondo subsea development project
started in April 2008. Maximum total production of
90,000 barrels of crude oil per day is expected in 2010.
Proved undeveloped reserves were initially recognized in 2001.
Transfer to the proved-developed category occurred in 2008.
Chevrons development and production rights for
Moho-Bilondo expire in 2030. One appraisal well was drilled in
the Moho-Bilondo permit area during 2008. Drilling began on an
exploration well in early 2009.
Chad/Cameroon: Chevron participates in a project to
develop crude-oil fields in southern Chad and transport the
produced volumes by pipeline to the coast of Cameroon for
export. Chevron has a 25 percent nonoperated working
interest in the producing operations and a 21 percent
interest in two affiliates that own the pipeline.
Average daily net production in 2008 was 29,000 barrels of
oil-equivalent. In late 2008, the development application for
the Timbre Field in the Doba area was approved. The Chad
producing operations are conducted under a concession that
expires in 2030. Partners relinquished rights to exploration
acreage not covered by field-development rights in February 2009.
Libya: Chevron is the operator and holds a
100 percent interest in the onshore Block 177
exploration license. A two-well exploration program is scheduled
for 2009.
|
|
|
|
|
|
|
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Nigeria: Chevron holds a 40 percent interest in 13 concessions predominantly in the onshore and near-offshore region of the Niger Delta. The company operates under a joint-venture arrangement in this region with the Nigerian National Petroleum Corporation (NNPC), which owns a 60 percent interest. The company also owns varying interests in deepwater offshore blocks. In 2008, the companys net oil-equivalent production in Nigeria averaged 154,000 barrels per day, composed of 142,000 barrels of liquids and 72 million cubic feet of natural gas.
In deepwater offshore, initial production occurred in July 2008 at the 68 percent-owned and operated Agbami Field in OML 127 and OML 128. The project is a subsea design, with wells tied back to a floating production, storage and offloading (FPSO) vessel. By year-end 2008, total crude-oil production was averaging approximately 130,000 barrels per day. Maximum total production of crude oil and natural gas liquids of 250,000 barrels per day is expected to be achieved by year-end 2009. The company initially recognized proved undeveloped reserves for Agbami in 2002. A portion of the proved undeveloped reserves was reclassified to proved developed in 2008 at production start-up. The total cost for the first phase of |
13
this project was $7 billion. Additional development
drilling is being evaluated. The leases that contain the Agbami
Field expire in 2023 and 2024.
Also in the deepwater area, the Aparo Field in OML 132 and OML
140 and the Bonga SW Field in offshore OML 118 share a
common geologic structure and are planned to be jointly
developed under a proposed unitization agreement. Work continued
in early 2009 on agreements between Chevron and partners in OML
118. At the end of 2008, the company had not recognized proved
reserves for this project.
Chevron operates and holds a 95 percent interest in the
deepwater Nsiko discovery on OML 140. Development activities
continued in 2008, with FEED expected to commence after
commercial terms are resolved. At the end of 2008, the company
had not recognized proved reserves for this project.
The company also holds a 30 percent nonoperated working
interest in the deepwater Usan project in OML 138. The
development plans involve subsea wells producing to an FPSO
vessel. Major construction contracts were awarded in 2008, and
development drilling is scheduled to begin in the second half of
2009. Production
start-up is
scheduled for 2012. Maximum total production of
180,000 barrels of crude oil per day is expected to be
achieved within one year of
start-up.
The company recognized proved undeveloped reserves for the
project in 2004, and a portion is expected to be reclassified to
the proved-developed category near production
start-up.
Chevron participated in three successful deepwater exploration
wells during 2008. Hydrocarbons were confirmed in two wells in
OPL 214 and one well in OML 113. Additional reservoir studies
are scheduled for 2009, and one exploration well is planned
later in the year. The company has 20 percent and
18 percent nonoperated working interests in the two leases,
respectively. At the end of 2008, proved reserves had not been
recognized for these activities.
In the Niger Delta, construction is under way on the Phase 3A
expansion of the Escravos Gas Plant (EGP), which is expected to
be installed in late 2009 and start up production in 2010. Phase
3A scope includes offshore natural-gas gathering and compression
infrastructure and a second gas processing facility, which
potentially would increase processing capacity from
285 million to 680 million cubic feet of natural gas
per day and increase LPG and condensate export capacity from
15,000 to 58,000 barrels per day. EGP Phase 3A is designed
to process natural gas from the Meji, Delta South, Okan and Mefa
fields. Proved undeveloped reserves associated with EGP Phase 3A
were recognized in 2002. These reserves are expected to be
reclassified to proved developed as various project milestones
are reached and related projects are completed. The anticipated
life of EGP Phase 3A is 25 years. Phase 3B of the EGP
project is designed to gather natural gas from eight offshore
fields and to compress and transport natural gas to onshore
facilities beginning in 2013.
Engineering and procurement activities continued during 2008 for
certain onshore fields that had been shut in since 2003 due to
civil unrest. The 40 percent-owned and operated Onshore
Asset Gas Management project is designed to restore
approximately 125 million cubic feet of natural gas per day
to the Nigerian domestic gas market. A major construction
contract is expected to be awarded in 2010.
Refer to page 23 for a discussion of affiliate operations
in Nigeria and to page 25 for a discussion of the planned
gas-to-liquids
facility at Escravos. Refer also to Pipelines under
Transportation Operations beginning on page 26
for a discussion of the West African Gas Pipeline operations.
14
c) Asia-Pacific
Major producing countries in the Asia-Pacific region include
Australia, Azerbaijan, Bangladesh, Kazakhstan, the Partitioned
Neutral Zone located between Saudi Arabia and Kuwait, and
Thailand.
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Australia: During 2008, the average net oil-equivalent production from Chevrons interests in Australia was 96,000 barrels per day, composed of 34,000 barrels of liquids and 376 million cubic feet of natural gas.
Chevron has a 17 percent nonoperated working interest in the North West Shelf (NWS) Venture offshore Western Australia. Daily net production from the project during 2008 averaged 25,000 barrels of crude oil and condensate, 374 million cubic feet of natural gas, and 4,000 barrels of LPG. Approximately 70 percent of the natural gas was sold in the form of LNG to major utilities in Japan, South Korea and China, primarily under long-term contracts. The remaining natural gas was sold to the Western Australia domestic market.
In September 2008, a fifth LNG train increased processing and export capacity from approximately 12 million metric tons per year to more than 16 million. Part of the natural gas for these expanded facilities is being supplied from the Angel natural-gas field, which started production in October 2008. Additional supply will be provided by the North Rankin 2 project, for which an investment decision was made in March 2008. The project is scheduled to start production in 2013.Proved undeveloped reserves were booked in prior years and will be reclassified to proved developed upon completion of the project. |
The NWS Venture is also advancing plans to extend the period of
crude-oil production. The NWS Oil Redevelopment Project is
designed to replace an FPSO and a portion of existing subsea
infrastructure that services production from the Cossack,
Hermes, Lambert and Wanaea offshore fields. A final investment
decision was made in November 2008 and
start-up is
expected early 2011. The project is expected to extend
production past 2020. The concession for the NWS Venture expires
in 2034.
On Barrow and Thevenard islands off the northwest coast of
Australia, Chevron operates crude-oil producing facilities that
had combined net production of 5,000 barrels per day in
2008. Chevrons interests in these operations are
57 percent for Barrow and 51 percent for Thevenard.
Also off the northwest coast of Australia, Chevron is the
operator of the Gorgon development and has a 50 percent
ownership interest across most of the Greater Gorgon Area.
Chevron and two joint-venture participants are planning for the
combined development of Gorgon and nearby natural-gas fields as
one large-scale project. Environmental approvals were in process
and a final investment decision is expected to be made in the
second half of 2009 for a three-train,
15 million-metric-ton-per-year LNG facility. Natural gas
for the project is expected to be supplied from the Gorgon and
Io/Jansz fields. The Gorgon project has an expected economic
life of at least 40 years.
At the end of 2008, the company had not recognized proved
reserves for any of the Greater Gorgon Area fields. Recognition
is contingent on securing sufficient LNG sales agreements and
achieving other key project milestones, including receipt of
environmental permits. In 2008, negotiations continued to
finalize sales agreements with three utility customers in Japan
and GS Caltex, a Chevron affiliated company. Purchases by each
of these customers are expected to range from 250,000 metric
tons per year to 1.5 million metric tons per year over
25 years.
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In 2008, the company also announced plans for a multi-train LNG
plant to process natural gas from its wholly owned Wheatstone
discovery located on the northwest cost of mainland Australia.
The project is expected to begin FEED during the second half of
2009. During 2008, Chevron conducted appraisal drilling in the
Wheatstone and Iago fields. During 2009, the company plans to
drill multiple exploration and appraisal wells in its operated
acreage. At the end of 2008, the company had not recognized
proved reserves for this project.
In the Browse Basin, the company conducted successful appraisal
drilling programs in the Calliance and Torosa fields. A
commitment well was also drilled to test the northern extension
of the Ichthys Field in the eastern Browse Basin. At the end of
2008, proved reserves had not been recognized.
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Azerbaijan: Chevron holds a 10 percent nonoperated working interest in the Azerbaijan International Operating Company (AIOC), which produces crude oil in the Caspian Sea from the Azeri-Chirag-Gunashli (ACG) project. Chevron also has a 9 percent interest in the Baku-Tbilisi-Ceyhan (BTC) affiliate, which transports AIOC production by pipeline from Baku, Azerbaijan, through Georgia to Mediterranean deepwater port facilities in Ceyhan, Turkey. (Refer to Pipelines under Transportation Operations beginning on page 26 for a discussion of the BTC operations.)
In 2008, the companys daily net production from AIOC averaged 29,000 barrels of oil-equivalent. First oil from Phase III of ACG development occurred during the second quarter 2008. Reserves were reclassified to proved developed shortly before start-up. In early 2009, total production was averaging about 670,000 barrels per day. The AIOC operations are conducted under a 30-year production-sharing contract (PSC) that expires in 2024.
Kazakhstan: Chevron holds a 20 percent nonoperated working interest in the Karachaganak project, which is being developed in phases. During 2008, Karachaganak net oil-equivalent production averaged 66,000 barrels per day, composed of 41,000 barrels of liquids and 153 million cubic feet of natural gas. In 2008, access to the Caspian Pipeline Consortium (CPC) and Atyrau-Samara (Russia) pipelines enabled Karachaganak sales of |
approximately 163,000 barrels per day (30,000 net
barrels) of processed liquids at world-market prices. The
remaining liquids were sold into Russian markets. During 2008,
work continued on a fourth train that is designed to increase
the export of processed liquids by 56,000 barrels per day
(11,000 net barrels). The fourth train is expected to start
up in 2011.
During 2008, partners continued to evaluate alternatives for a
Phase III development of Karachaganak. Timing for the
recognition of Phase III proved reserves is uncertain and
depends on finalizing a Phase III project design and
achievement of project milestones. Karachaganak operations are
conducted under a
40-year PSC
that expires in 2038.
Refer also to page 23 for a discussion of Tengizchevroil, a
50 percent-owned affiliate with operations in Kazakhstan,
and to page 26 in Pipelines under
Transportation Operations for a discussion of CPC
operations.
Bangladesh: Chevron operates and has 98 percent
interests in three PSCs in onshore Blocks 12, 13 and 14 and
an 88 percent interest in Block 7. Net oil-equivalent
production from these operations in 2008 averaged
71,000 barrels per day, composed of 414 million cubic
feet of natural gas and 2,000 barrels of liquids.
Cambodia: Chevron operates and holds a
55 percent interest in the
1.2 million-acre
(4,709 sq-km) Block A, located offshore in the Gulf of Thailand.
During 2008 and early 2009, evaluation continued of the
exploratory and appraisal drilling programs that occurred in
2007. Proved reserves had not been recognized as of the end of
2008.
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Myanmar: Chevron has a 28 percent nonoperated
working interest in a PSC for the production of natural gas from
the Yadana and Sein fields offshore in the Andaman Sea. The
company also has a 28 percent interest in a pipeline
company that transports the natural gas from Yadana to the
Myanmar-Thailand border for delivery to power plants in
Thailand. Most of the natural gas is purchased by
Thailands PTT Public Company Limited (PTT). The
companys average net natural gas production in 2008 was
89 million cubic feet per day.
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Thailand: Chevron has operated and nonoperated working interests in several different offshore blocks. The companys net oil-equivalent production in 2008 averaged 217,000 barrels per day, composed of 67,000 barrels of crude oil and condensate and 894 million cubic feet of natural gas. All of the companys natural gas production is sold to PTT under long-term sales contracts.
Operated interests are in Pattani and other fields with ownership interests ranging from 35 percent to 80 percent in Blocks 10 through 13, B12/27, B8/32, 9A, G4/43 and G4/48. Blocks B8/32 and 9A produce crude oil and natural gas from six operating areas, and Blocks 10 through 13 and B12/27 produce crude oil, condensate and natural gas from 16 operating areas. First production from Block G4/43 occurred in first quarter 2008.
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For Blocks 10 through 13, a final investment decision was
made in March 2008 for the construction of a second central
natural-gas processing facility in the Platong area. The
70 percent-owned and operated Platong Gas II project
is designed to add 420 million cubic feet per day of
processing capacity in 2011. The company expects to reclassify
proved undeveloped reserves to proved developed throughout the
projects life as the wellhead platforms are installed.
Concessions for Blocks 10 through 13 expire in 2022.
Chevron has a 16 percent nonoperated working interest in
Blocks 14A, 15A, 16A, G9/48 and G8/50, known collectively
as the Arthit Field. First production from Arthit occurred in
2008 and averaged 10,000 net oil-equivalent barrels per day
through the end of the year.
During 2008, 13 exploration wells were drilled in the Gulf of
Thailand, and all were successful. In Block G4/50, an
exploratory joint operating agreement was signed in late 2008. A
3-D seismic
survey and geological studies are scheduled for 2009. Three
exploratory wells are planned for 2010. At the end of 2008,
proved reserves had not been recognized for these activities. In
addition, Chevron holds exploration interests in a number of
blocks that are currently inactive, pending resolution of border
issues between Thailand and Cambodia.
Vietnam: The company operates off the southwest
coast and has a 42 percent interest in a PSC that includes
Blocks B and 48/95, and a 43 percent interest in another
PSC for Block 52/97. Chevron also has a third PSC with a
50 percent-owned and operated interest in Block B122
offshore eastern Vietnam. No production occurred in these areas
during 2008.
In the blocks off the southwest coast, the Vietnam Gas Project
is aimed at developing an area in the Malay Basin to supply
natural gas to state-owned PetroVietnam. The project includes
installation of wellhead and hub platforms, an FSO vessel, field
pipelines and a central processing platform. The timing of first
natural-gas production is dependent upon the outcome of
commercial negotiations. Maximum total production of
approximately 500 million cubic feet of natural gas per day
is projected within five years of
start-up. At
the end of 2008, proved reserves had not been recognized for
this project.
During the year, two exploratory wells confirmed hydrocarbons in
Block B and Block 52/97. In Block 122,
2-D seismic
information was purchased in late 2008, with processing
scheduled for 2009. Proved reserves had not been recognized as
of the end of 2008. Future activity in Block 122 may
be affected by an ongoing territorial dispute between Vietnam
and China.
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China: Chevron has one operated and three nonoperated working interests in several areas. Net oil-equivalent production from the nonoperated areas in 2008 averaged 22,000 barrels per day, composed of 19,000 barrels of crude oil and condensate and 22 million cubic feet of natural gas.
The company holds a 49 percent operated interest in the Chuandongbei area in the onshore Sichuan Basin, where the company entered into a 30-year PSC effective February 2008 to develop natural gas resources. Project plans included two sour-gas purification plants with an aggregate design capacity of 740 million cubic feet per day. A final investment decision was made for the first stage of the project in December 2008, and proved undeveloped reserves were recognized at that time.
In the South China Sea, the company has nonoperated working interests of 33 percent in Blocks 16/08 and 16/19 located in the Pearl River Delta Mouth Basin, 25 percent in the QHD-32-6 Field in Bohai Bay and 16 percent in the unitized and producing BZ 25-1 Field in Bohai Bay Block 11/19. Chevron also holds a 50 percent nonoperated working interest in one prospective onshore natural-gas block in the Ordos Basin. |
The joint development of the HZ 25-3 and HZ 25-1
crude-oil fields in Block 16/19 is expected to achieve first
production in the third quarter 2009. The maximum total
production of approximately 11,000 barrels of crude oil per
day is anticipated by early 2011.
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Partitioned Neutral Zone (PNZ): During 2008, the company negotiated a 30-year extension to its agreement with the Kingdom of Saudi Arabia to operate on behalf of the Saudi government its 50 percent interest in the petroleum resources of the onshore area of the PNZ between Saudi Arabia and Kuwait. Under the extension, Chevron has rights to this 50 percent interest in the hydrocarbon resource and pays a royalty and other taxes on the associated volumes produced until 2039. As a result of the contract extension, the company recognized additional proved reserves.
During 2008, the companys average net oil-equivalent production was 106,000 barrels per
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day, composed of 103,000 barrels of crude oil and
20 million cubic feet of natural gas. Steam injection for
the second phase of a steamflood pilot project is anticipated to
begin in mid-2009. This pilot is a unique application of steam
injection into a carbonate reservoir and, if successful, could
significantly increase heavy oil recovery.
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Philippines: The company holds a 45 percent
nonoperated working interest in the Malampaya natural-gas field
located 50 miles (80 km) offshore Palawan Island. Net
oil-equivalent production in 2008 averaged 26,000 barrels
per day, composed of 128 million cubic feet of natural gas
and 5,000 barrels of condensate. Chevron also develops and
produces geothermal resources under an agreement with the
National Power Corporation, a Philippine government-owned
company. The combined generating capacity of the facilities is
637 megawatts.
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d) Indonesia
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Chevrons operated interests in Indonesia are managed by
several wholly owned subsidiaries, including PT. Chevron Pacific
Indonesia (CPI). CPI holds operated interests of
100 percent in the Rokan and Siak PSCs. Other subsidiaries
operate four PSCs in the Kutei Basin, located offshore East
Kalimantan, and one PSC in the East Ambalat Block, located
offshore northeast Kalimantan. These interests range from
80 percent to 100 percent. Chevron also has
nonoperated working interests in a joint venture in Block B in
the South Natuna Sea and in the NE Madura III Block in the
East Java Sea Basin. Chevrons interests in these PSCs
range from 25 percent to 40 percent.
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The companys net oil-equivalent production in 2008 from
all of its interests in Indonesia averaged 235,000 barrels
per day. The daily oil-equivalent rate comprised
182,000 barrels of crude oil and 319 million cubic
feet of natural gas. The largest producing field is Duri,
located in the Rokan PSC. Duri has been under steamflood
operation since 1985 and is one of the worlds largest
steamflood developments. The North Duri Development is located
in the northern area of the Duri Field and is divided into
multiple expansion areas. The Area 12 expansion area started
production November 2008. Maximum total daily production from
Area 12 is estimated at 34,000 barrels of crude oil in
2012. Proved undeveloped reserves for the North Duri development
were recognized in previous years, and reclassification from
proved undeveloped to proved developed is scheduled to occur
during various stages of sequential completion. The Rokan PSC
expires in 2021.
Chevron has plans to develop the Gendalo and Gehem deepwater
natural-gas fields located in the Kutei Basin as a single
project with one development concept. In October 2008, the
company received approval from the government of Indonesia for
the final development plans. The Bangka natural-gas project
remained under evaluation in 2008 and, based on the evaluation
results, may be developed in parallel with Gendalo and Gehem.
The development timing is dependent on government approvals,
market conditions and the achievement of key project milestones.
At the end of 2008, the company had not recognized proved
reserves for either of these projects. The company holds an
80 percent operated interest in both.
Also in the Kutei Basin, first production is expected in March
2009 at the Seturian Field, which is providing natural gas to a
state-owned refinery. During 2008, the development concept for
the 50 percent-owned and operated Sadewa project in the
Kutei Basin remained under evaluation. A development decision
for Sadewa is expected by year-end 2009.
A drilling campaign continued through 2008 in South Natuna Sea
Block B to provide additional supply for long-term gas sales
contracts. Additional development drilling in the North Belut
Field began in November 2008, with first production expected in
fourth quarter 2009. In November 2008, Chevron was awarded
100 percent interests in two exploration blocks in western
Papua. Geological studies are planned for 2009 in preparation
for 2-D
seismic acquisition.
In West Java, Chevron operates the wholly owned Salak geothermal
field with a total capacity of 377 megawatts. Also in West Java,
Chevron holds a 95 percent interest in a power generation
company that operates the Darajat geothermal contract area in
Garut with a total capacity of 259 megawatts. Chevron also
operates a 95 percent-owned 300-megawatt cogeneration
facility in support of CPIs operation in North Duri,
Sumatra.
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e)
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Other
International Areas
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The Other International region is composed of Latin
America, Canada and Europe.
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Argentina: Chevron holds operated interests in several concessions and one exploratory block in the Neuquen and Austral basins. Working interests range from 19 percent to 100 percent. Net oil-equivalent production in 2008 averaged 44,000 barrels per day, composed of 37,000 barrels of crude oil and natural gas liquids and 45 million cubic feet of natural gas. The company also holds a 14 percent interest in the Oleoductos del Valle S.A. pipeline.
Brazil: Chevron holds working interests ranging from 30 percent to 52 percent in three deepwater blocks in the Campos Basin. Chevron also holds a 20 percent nonoperated working interest in one block in the Santos Basin. None of these blocks had production in 2008.
In Block BC-4, located in the Campos Basin, the company is the operator and has a 52 percent interest in the Frade Field, which is under development as a subsea production design. Proved undeveloped reserves were recorded for the first time in 2005. Partial reclassification to the proved-developed category is scheduled upon production start-up in 2009. Estimated maximum total production of 87,000 oil-equivalent barrels per day is anticipated in 2011. The concession that includes the Frade project expires in 2025.
In the partner-operated Campos Basin Block BC-20, two areas 38 percent-owned Papa-Terra and 30 percent-owned Maromba were retained for development following the end of the exploration phase of this block. Evaluation of design options continued into |
2009. At the end of 2008, proved reserves had not been
recognized for these projects.
In the Santos basin, evaluation of investment options continued
into 2009 for the 20 percent-owned and partner-operated
Atlanta and Oliva fields. At the end of 2008, proved reserves
had not been recognized.
Colombia: The company operates the offshore Chuchupa
and the onshore Ballena and Riohacha natural gas fields as part
of the Guajira Association contract. In exchange, Chevron
receives 43 percent of the production for the remaining
life of each field and a variable production volume from a
fixed-fee Build-Operate-Maintain-Transfer agreement based on
prior Chuchupa capital contributions. Daily net production
averaged 209 million cubic feet of natural gas in 2008.
Trinidad and Tobago: Company interests include
50 percent ownership in four partner-operated blocks in the
East Coast Marine Area offshore Trinidad, which includes the
Dolphin and Dolphin Deep producing natural-gas fields and the
Starfish discovery. Chevron also holds a 50 percent
operated interest in the Manatee area of Block 6d. Net
production in 2008 averaged 189 million cubic feet of
natural gas per day. Incremental production associated with a
new domestic sales agreement is scheduled to commence at Dolphin
in third quarter 2009.
Venezuela: The company operates in two exploratory
blocks offshore Plataforma Deltana, with working interests of
60 percent in Block 2 and 100 percent in
Block 3. Chevron also holds a 100 percent operated
interest in the Cardon III exploratory block, located north
of Lake Maracaibo in the Gulf of Venezuela. Petróleos de
Venezuela, S.A. (PDVSA), Venezuelas national crude-oil and
natural-gas company, has the option to increase its ownership in
each of the three company-operated blocks up to 35 percent
upon declaration of commerciality.
A conceptual development plan has been completed for the Loran
Field in Block 2. Loran is projected to provide the initial
supply of natural gas for Delta Caribe LNG (DCLNG) Train 1,
Venezuelas first LNG train. A DCLNG framework agreement
was signed in September 2008, which provides Chevron with a
10 percent nonoperated interest in the first train and the
associated offshore pipeline. An exploration well is planned in
the Cardon III block in 2009. At the end of 2008, proved
reserves had not been recognized in these exploratory blocks.
Chevron also holds interest in two affiliates located in western
Venezuela and in one affiliate in the Orinoco Belt. Refer to
page 23 for a discussion of affiliate operations in
Venezuela.
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Canada: Company activities in Canada include
nonoperated working interests of 27 percent in the Hibernia
and Hebron fields offshore eastern Canada and 20 percent in
the Athabasca Oil Sands Project (AOSP), and operated interests
of 60 percent in the Ells River In Situ Oil
Sands Project. Excluding volumes mined at AOSP, average net
oil-equivalent production during 2008 was 37,000 barrels
per day, composed of 36,000 barrels of crude oil and
natural gas liquids and 4 million cubic feet of natural
gas. Substantially all of this production was from the Hibernia
Field, where a development plan is being formulated for a
proposed Hibernia South Extension. At AOSP, the companys
share of mined bitumen (for upgrading into synthetic crude oil)
averaged 27,000 barrels per day during 2008.
For Hebron, agreements were reached during
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2008 with the provincial government of Newfoundland and Labrador
that allow development activities to begin. As of the end of
2008, the company had not recognized proved reserves for this
project.
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At AOSP, the first phase of an expansion project is under way
that is designed to produce an additional 100,000 barrels
per day of mined bitumen. The expansion would increase total
AOSP design capacity to more than 255,000 barrels per day
in late 2010. The projected cost of this expansion is
$13.7 billion.
The Ells River project consists of heavy oil leases of more than
85,000 acres (344 sq km). The area contains significant
volumes with potential for recovery by using Steam Assisted
Gravity Drainage, an industry-proven technology that employs
steam and horizontal drilling to extract the bitumen through
wells rather than through mining operations. During 2008, the
company completed an appraisal drilling program and a seismic
survey. An additional seismic program started in late 2008 and
is expected to be completed in March 2009. At the end of 2008,
proved reserves had not been recognized.
The company also holds exploration leases in the Mackenzie Delta
and Beaufort Sea region, including a 33 percent nonoperated
working interest in the offshore Amauligak discovery. Three
exploration wells were drilled on company leases in the
Mackenzie Delta region in 2008. Drilling on three additional
wells in the Mackenzie Delta is expected to be completed in
second quarter 2009 and assessment of development concept
alternatives for Amauligak continued. The company holds
additional exploration acreage in eastern Labrador and the
Orphan Basin. At the end of 2008, proved reserves had not been
recognized for any of these areas.
Greenland: Chevron has a 29 percent nonoperated
working interest in an exploration license in Block 4
offshore West Greenland in the Baffin Basin. A
2-D seismic
survey was completed in 2008, and interpretation of the data is
expected to occur in 2009.
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Denmark: Chevron has a 15 percent working interest in the partner-operated Danish Underground Consortium (DUC), which produces crude oil and natural gas from 15 fields in the Danish North Sea. Net oil-equivalent production in 2008 from DUC averaged 61,000 barrels per day, composed of 37,000 barrels of crude oil and 142 million cubic feet of natural gas.
Faroe Islands: Chevron operates and holds a 40 percent interest in five offshore exploratory blocks. During 2008, the company acquired additional 2-D seismic data for an area located near the Rosebank/Lochnagar discovery offshore the United Kingdom. Engineering and geological evaluation of the seismic data continued into early 2009. As of the end of 2008, proved reserves had not been recognized.
Netherlands: Chevron is the operator and holds interests ranging from 34 percent to 80 percent in nine blocks in the Dutch sector of the North Sea. In 2008, the companys net oil-equivalent production from the five producing blocks was 9,000 barrels per day, composed of 2,000 barrels of crude oil and 40 million cubic feet of natural gas. |
Norway: The company holds an 8 percent interest
in the partner-operated Draugen Field. The companys net
production averaged 6,000 barrels of oil-equivalent per day
during 2008. In the 40 percent-owned and partner-operated
PL397 area in the Barents Sea, additional
3-D seismic
information was obtained in 2008, with evaluation of the data
continuing into 2009.
United Kingdom: The companys average net
oil-equivalent production in 2008 from 11 offshore fields was
106,000 barrels per day, composed of 71,000 barrels of
crude oil and natural gas liquids and 208 million cubic
feet of natural gas. Most of the production was from the
85 percent-owned and operated Captain Field and the
32 percent-owned and jointly operated Britannia Field.
Two partner-operated satellite fields of Britannia commenced
production in 2008 the 17 percent-owned
Callanish Field in the second quarter and the
25 percent-owned Brodgar Field in the third quarter.
At the 40 percent-owned and operated Rosebank/Lochnagar
area northwest of the Shetland Islands, an exploration well in
an adjacent structure is expected to be completed in
second-quarter 2009 and an appraisal well is planned for later
in the year. Evaluation of development alternatives continued
during 2008 for the 19 percent-owned and partner-operated
Clair Phase 2 and 10 percent-owned and partner-operated
Laggan/Tormore projects. As of the end of 2008, proved reserves
had not been recognized for any of these three exploration areas.
Equity
Affiliate Operations
Angola: In addition to the exploration and producing
activities in Angola, Chevron has a 36 percent ownership
interest in the Angola LNG affiliate that began construction in
early 2008 of an onshore natural gas liquefaction plant located
in the northern part of the country. The plant is designed to
process more than 1 billion cubic feet of natural gas per
day. Plant
start-up is
scheduled for 2012. Chevron made an initial booking of proved
undeveloped natural-gas reserves in 2007 for the producing
operations associated with this LNG project. The life of the LNG
plant is estimated to be in excess of 20 years.
22
Kazakhstan: The company holds a 50 percent
interest in Tengizchevroil (TCO), which operates and is
developing the Tengiz and Korolev crude-oil fields, located in
western Kazakhstan, under a
40-year
concession that expires in 2033. Chevrons net
oil-equivalent production in 2008 from these fields averaged
201,000 barrels per day, composed of 168,000 barrels
of crude oil and natural gas liquids and 195 million cubic
feet of natural gas.
In 2008, TCO completed a significant expansion composed of two
integrated projects referred to as Second Generation Plant (SGP)
and Sour Gas Injection (SGI). Total cost of the project was
$7.4 billion. The projects increased TCOs daily
production capacity to 540,000 barrels of crude oil,
760 million cubic feet of natural gas and
46,000 barrels of natural gas liquids. The SGI facility
injects approximately one-third of the sour gas separated from
the crude oil back into the reservoir. The injected gas
maintains higher reservoir pressure and displaces oil towards
producing wells. The company recognized additional proved
reserves associated with SGI in 2008. TCO is evaluating options
for another expansion project based on SGI/SGP technologies.
During 2008, the majority of TCOs production was exported
through the Caspian Pipeline Consortium (CPC) pipeline that runs
from Tengiz in Kazakhstan to tanker-loading facilities at
Novorossiysk on the Russian coast of the Black Sea. The majority
of the incremental production from SGI/SGP was moved by rail to
Black Sea ports. Other export routes included shipment via
tanker to Baku for transport by the BTC pipeline to Ceyhan or by
rail to Black Sea ports. (Refer to Pipelines under
Transportation Operations beginning on page 26
for a discussion of CPC operations.)
Nigeria: Chevron holds a 19 percent interest in
the OKLNG Free Zone Enterprise (OKLNG) affiliate, which will
operate the Olokola LNG project. OKLNG plans to build a
multitrain natural gas liquefaction facility and marine terminal
located northwest of Escravos. The project is expected to be
implemented in phases, starting with two
6.3 million-ton-per-year trains. Approximately
50 percent of the gas supplied to the plant is expected to
be provided from the producing areas associated with
Chevrons joint-venture arrangement with Nigerian National
Petroleum Corporation. At the end of 2008, a final investment
decision had not been reached, and the company had not
recognized proved reserves associated with this project.
Venezuela: Chevron has a 30 percent interest in
the Petropiar affiliate that operates the Hamaca heavy-oil
production and upgrading project located in Venezuelas
Orinoco Belt, a 39 percent interest in the Petroboscan
affiliate that operates the Boscan Field in the western part of
the country, and a 25 percent interest in the
Petroindependiente affiliate that operates the LL-652 Field in
Lake Maracaibo. The companys share of average net
oil-equivalent production during 2008 from these operations was
66,000 barrels per day, composed of 62,000 barrels of
crude oil and natural gas liquids and 27 million cubic feet
of natural gas.
Sales of
Natural Gas and Natural Gas Liquids
The company sells natural gas and natural gas liquids from its
producing operations under a variety of contractual
arrangements. Outside the United States, substantially all of
the natural gas sales are from the companys producing
interests in Australia, Bangladesh, Kazakhstan, Indonesia, Latin
America, the Philippines, Thailand and the United Kingdom. The
company also makes third-party purchases and sales of natural
gas in connection with its trading activities. Substantially all
of the sales of natural gas liquids are from company operations
in Africa, Australia and Indonesia.
Refer to Selected Operating Data, on
page FS-10
in Managements Discussion and Analysis of Financial
Condition and Results of Operations, for further information on
the companys sales volumes of natural gas and natural gas
liquids. Refer also to Delivery Commitments on
page 8 for information related to the companys
delivery commitments for the sale of crude oil and natural gas.
23
Downstream
Refining, Marketing and Transportation
Refining
Operations
At the end of 2008, the company had a refining network capable
of processing 2.1 million barrels of crude oil per day.
Daily refinery inputs for 2006 through 2008 for the company and
affiliate refineries were as follows:
Petroleum
Refineries: Locations, Capacities and Inputs
(Crude-unit
capacities and crude-oil inputs in thousands of barrels per day;
includes equity share in affiliates)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operable
|
|
|
Refinery Inputs
|
|
Locations
|
|
Number
|
|
|
Capacity
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Pascagoula
|
|
Mississippi
|
|
|
1
|
|
|
|
330
|
|
|
|
299
|
|
|
|
285
|
|
|
|
337
|
|
El Segundo
|
|
California
|
|
|
1
|
|
|
|
265
|
|
|
|
263
|
|
|
|
222
|
|
|
|
258
|
|
Richmond
|
|
California
|
|
|
1
|
|
|
|
243
|
|
|
|
237
|
|
|
|
192
|
|
|
|
224
|
|
Kapolei
|
|
Hawaii
|
|
|
1
|
|
|
|
54
|
|
|
|
46
|
|
|
|
51
|
|
|
|
50
|
|
Salt Lake City
|
|
Utah
|
|
|
1
|
|
|
|
45
|
|
|
|
38
|
|
|
|
42
|
|
|
|
39
|
|
Other1
|
|
|
|
|
1
|
|
|
|
80
|
|
|
|
8
|
|
|
|
20
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Companies United
States
|
|
|
6
|
|
|
|
1,017
|
|
|
|
891
|
|
|
|
812
|
|
|
|
939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pembroke
|
|
United Kingdom
|
|
|
1
|
|
|
|
210
|
|
|
|
203
|
|
|
|
212
|
|
|
|
165
|
|
Cape Town2
|
|
South Africa
|
|
|
1
|
|
|
|
110
|
|
|
|
75
|
|
|
|
72
|
|
|
|
71
|
|
Burnaby, B.C.
|
|
Canada
|
|
|
1
|
|
|
|
55
|
|
|
|
36
|
|
|
|
49
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Companies
International
|
|
|
3
|
|
|
|
375
|
|
|
|
314
|
|
|
|
333
|
|
|
|
285
|
|
Affiliates3
|
|
Various Locations
|
|
|
9
|
|
|
|
747
|
|
|
|
653
|
|
|
|
688
|
|
|
|
765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Including Affiliates
International
|
|
|
12
|
|
|
|
1,122
|
|
|
|
967
|
|
|
|
1,021
|
|
|
|
1,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Including Affiliates Worldwide
|
|
|
18
|
|
|
|
2,139
|
|
|
|
1,858
|
|
|
|
1,833
|
|
|
|
1,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Asphalt plant in Perth Amboy, New
Jersey. Plant was idled during 2008.
|
2 |
|
Chevron holds 100 percent of
the common stock issued by Chevron South Africa (Pty) Limited,
which owns the Cape Town Refinery. A consortium of South African
partners owns preferred shares ultimately convertible to a
25 percent equity interest in Chevron South Africa (Pty)
Limited. None of the preferred shares had been converted as of
February 2009.
|
3 |
|
Chevron sold its 31 percent
interest in the Nerefco Refinery in the Netherlands in March
2007. During 2008, the company sold its 4 percent ownership
interest in a refinery in Abidjan, Côte dIvoire, and
its 8 percent ownership interest in a refinery in Cameroon,
decreasing the companys combined share of operable
capacity by about 5,000 barrels per day.
|
Average crude oil distillation capacity utilization during 2008
was 87 percent, compared with 85 percent in 2007. This
increase generally resulted from an improvement in utilization
at the refineries in Richmond and El Segundo, California. At the
U.S. fuel refineries, crude oil distillation capacity
utilization averaged 95 percent in 2008, compared with
85 percent in 2007, and cracking and coking capacity
utilization averaged 86 percent and 78 percent in 2008
and 2007, respectively. Cracking and coking units are the
primary facilities used in fuel refineries to convert heavier
feedstocks into gasoline and other light products.
The companys refineries in the United States, the United
Kingdom, Canada, South Africa and Australia produce low-sulfur
fuels. GS Caltex, the companys 50 percent-owned
affiliate, completed construction in 2008 on projects to produce
low-sulfur fuels at the
700,000 barrel-per-day
Yeosu refining complex in South Korea. Other projects completed
during the year at Yeosu included a new hydrocracker complex and
distillation unit that increases high-value product yield and
lowers feedstock costs. In 2009, construction continues at the
Yeosu complex on projects designed to further improve processing
of higher-sulfur crude oils and reduce fuel-oil production. At
the companys 50 percent-owned Singapore Refining
Company, construction continued during 2008 and into early 2009
to enable the refinery to meet regional specifications for clean
diesel fuels.
At the Pascagoula refinery, various projects were completed
during 2008 that enhanced the ability to process heavier,
higher-sulfur crudes, resulting in lower crude-acquisition
costs. In addition, construction progressed on a continuous
catalytic reformer that is expected to improve refinery
reliability and increase daily gasoline production at the
refinery by 10 percent, or 600,000 gallons per day, by
mid-2010. At the Richmond and El Segundo refineries,
construction continued and design and engineering work advanced
during 2008 to further increase the ability to process
high-sulfur crude oils and improve high-value product yields.
24
In August 2008, Chevron submitted an environmental permit
application to the Mississippi Department of Environmental
Quality for the construction of a premium base oil facility at
the companys Pascagoula Refinery. The facility is expected
to have daily production of approximately 25,000 barrels of
premium base oil for use in manufacturing high-performance
lubricants, such as motor oils for consumer and commercial uses.
Chevron holds a 5 percent interest in Reliance Petroleum
Limited, a company formed by Reliance Industries Limited to
construct a new refinery in Jamnagar, India. Chevron has rights
to increase its equity ownership to 29 percent or to sell
back its investment to Reliance Industries Limited. These rights
expire the later of July 27, 2009, or three months after
the plant is fully commissioned.
Chevron processes imported and domestic crude oil in its
U.S. refining operations. Imported crude oil accounted for
about 88 percent and 87 percent of Chevrons
U.S. refinery inputs in 2008 and 2007, respectively.
Gas-to-Liquids
In Nigeria, Chevron and the Nigerian National Petroleum
Corporation are developing a
34,000 barrel-per-day
gas-to-liquids
facility at Escravos designed to process natural gas supplied
from the Phase 3A expansion of the Escravos Gas Plant (EGP). At
the end of 2008, engineering was essentially complete and
facility construction was under way. Chevron has a
75 percent interest in the plant, which is expected to be
operational by 2012. The estimated cost of the plant is
$5.9 billion. Refer also to page 14 for a discussion
on the EGP Phase 3A expansion.
Marketing
Operations
The company markets petroleum products under the principal
brands of Chevron, Texaco and
Caltex throughout much of the world. The table below
identifies the companys and affiliates refined
products sales volumes, excluding intercompany sales, for the
three years ending December 31, 2008.
Refined
Products Sales
Volumes1
(Thousands of Barrels per Day)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasolines
|
|
|
692
|
|
|
|
728
|
|
|
|
712
|
|
Jet Fuel
|
|
|
274
|
|
|
|
271
|
|
|
|
280
|
|
Gas Oils and Kerosene
|
|
|
229
|
|
|
|
221
|
|
|
|
252
|
|
Residual Fuel Oil
|
|
|
127
|
|
|
|
138
|
|
|
|
128
|
|
Other Petroleum
Products2
|
|
|
91
|
|
|
|
99
|
|
|
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States
|
|
|
1,413
|
|
|
|
1,457
|
|
|
|
1,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International3
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasolines
|
|
|
589
|
|
|
|
581
|
|
|
|
595
|
|
Jet Fuel
|
|
|
278
|
|
|
|
274
|
|
|
|
266
|
|
Gas Oils and Kerosene
|
|
|
710
|
|
|
|
730
|
|
|
|
776
|
|
Residual Fuel Oil
|
|
|
257
|
|
|
|
271
|
|
|
|
324
|
|
Other Petroleum
Products2
|
|
|
182
|
|
|
|
171
|
|
|
|
166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International
|
|
|
2,016
|
|
|
|
2,027
|
|
|
|
2,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Worldwide3
|
|
|
3,429
|
|
|
|
3,484
|
|
|
|
3,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Includes buy/sell arrangements. Refer to Note 14 on page FS-43.
|
|
|
|
|
|
|
|
|
|
|
50
|
|
2
|
|
Principally naphtha, lubricants, asphalt and coke.
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Includes share of equity affiliates sales:
|
|
|
512
|
|
|
|
492
|
|
|
|
492
|
|
In the United States, the company markets under the Chevron and
Texaco brands. The company supplies directly or through
retailers and marketers approximately 9,700 Chevron- and
Texaco-branded motor vehicle retail outlets, primarily in the
mid-Atlantic, southern and western states. Approximately 500 of
these outlets are company-owned or -leased stations.
25
Outside the United States, Chevron supplies directly or through
retailers and marketers approximately 15,300 branded service
stations, including affiliates. In British Columbia, Canada, the
company markets under the Chevron brand. The company markets in
the United Kingdom, Ireland, Latin America and the Caribbean
using the Texaco brand. In the Asia-Pacific region, southern
Africa, Egypt and Pakistan, the company uses the Caltex brand.
The company also operates through affiliates under various brand
names. In South Korea, the company operates through its
50 percent-owned affiliate, GS Caltex, using the GS Caltex
brand. The companys 50 percent-owned affiliate in
Australia, Caltex Australia Limited, operates using the Caltex
and Ampol brands.
In 2008, the company announced agreements to sell
marketing-related businesses in Brazil, Nigeria, Kenya, Uganda,
Benin, Cameroon, Republic of the Congo, Côte dIvoire
and Togo. The company will retain its lubricants business in
Brazil. The company also completed the sale of its heating-oil
business in the United Kingdom. In addition, the company sold
its interest in about 350 individual service-station sites. The
majority of these sites will continue to market company-branded
gasoline through new supply agreements.
The company also manages other marketing businesses globally.
Chevron markets aviation fuel at more than 1,000 airports. The
company also markets an extensive line of lubricant and coolant
products under brand names that include Havoline, Delo, Ursa,
Meropa and Taro.
Transportation
Operations
Pipelines: Chevron owns and operates an extensive
system of crude oil, refined products, chemicals, natural gas
liquids and natural gas pipelines in the United States. The
company also has direct or indirect interests in other
U.S. and international pipelines. The companys
ownership interests in pipelines are summarized in the following
table.
Pipeline
Mileage at December 31, 2008
|
|
|
|
|
|
|
Net
Mileage1
|
|
United States:
|
|
|
|
|
Crude Oil2
|
|
|
2,886
|
|
Natural Gas
|
|
|
2,263
|
|
Petroleum
Products3
|
|
|
6,030
|
|
|
|
|
|
|
Total United States
|
|
|
11,179
|
|
International:
|
|
|
|
|
Crude Oil2
|
|
|
700
|
|
Natural Gas
|
|
|
576
|
|
Petroleum
Products3
|
|
|
433
|
|
|
|
|
|
|
Total International
|
|
|
1,709
|
|
|
|
|
|
|
Worldwide
|
|
|
12,888
|
|
|
|
|
|
|
|
|
|
1
|
|
Partially owned pipelines are included at the companys
equity percentage.
|
2
|
|
Includes gathering lines related to the transportation function.
Excludes gathering lines related to U.S. and international
production activities.
|
3
|
|
Includes refined products, chemicals and natural gas liquids.
|
During 2008, the company completed the construction of a natural
gas gathering pipeline serving the Piceance Basin in northwest
Colorado; participated in the successful installation of the
Amberjack-Tahiti lateral pipeline on the seafloor of the
U.S. Gulf of Mexico; and led the expansion of the West
Texas LPG pipeline system. Chevron also continued with a project
during 2008 to expand capacity by about 2 billion cubic
feet at the Keystone natural-gas storage facility. The project
is expected to be completed in late 2009.
Chevron has a 15 percent interest in the Caspian Pipeline
Consortium (CPC) affiliate. CPC operates a crude oil export
pipeline from the Tengiz Field in Kazakhstan to the Russian
Black Sea port of Novorossiysk. During 2008, CPC transported an
average of approximately 675,000 barrels of crude oil per
day, including 557,000 barrels per day from Kazakhstan and
118,000 barrels per day from Russia. In late 2008, the CPC
partners signed a Memorandum of Understanding to expand the
design capacity to 1.4 million barrels per day. A final
investment decision is expected after commercial terms have been
agreed upon and required government approvals have been received.
26
The company has a 9 percent interest in the
Baku-Tbilisi-Ceyhan (BTC) affiliate that owns and operates a
pipeline that transports primarily the crude oil produced by
Azerbaijan International Operating Company (AIOC) (owned
10 percent by Chevron) from Baku, Azerbaijan, through
Georgia to deepwater port facilities in Ceyhan, Turkey. The BTC
pipeline has a crude-oil capacity of 1.2 million barrels
per day and transports the majority of the AIOC production.
Another production export route for crude oil is the Western
Route Export Pipeline, wholly owned by AIOC, with capacity to
transport 145,000 barrels per day from Baku, Azerbaijan, to
the marine terminal at Supsa, Georgia.
Chevron is the largest shareholder, with a 37 percent
interest, in the West African Gas Pipeline Company Limited
affiliate, which constructed, owns and operates the
421-mile
(678-km)
West African Gas Pipeline. The pipeline is designed to supply
Nigerian natural gas to customers in Benin, Ghana and Togo for
industrial applications and power generation and is expected to
have capacity of 170 million cubic feet of natural gas per
day by 2010. First gas was shipped in December 2008.
Tankers: All tankers in Chevrons controlled
seagoing fleet were utilized during 2008. In addition, at any
given time during 2008 the company had approximately 40 deep-sea
vessels chartered on a voyage basis, or for a period of less
than one year. Additionally, the following table summarizes the
capacity of the companys controlled fleet.
Controlled
Tankers at December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Flag
|
|
|
Foreign Flag
|
|
|
|
|
|
|
Cargo Capacity
|
|
|
|
|
|
Cargo Capacity
|
|
|
|
Number
|
|
|
(Millions of Barrels)
|
|
|
Number
|
|
|
(Millions of Barrels)
|
|
|
Owned
|
|
|
3
|
|
|
|
0.8
|
|
|
|
1
|
|
|
|
1.1
|
|
Bareboat Chartered
|
|
|
2
|
|
|
|
0.7
|
|
|
|
18
|
|
|
|
27.1
|
|
Time Chartered*
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
14.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5
|
|
|
|
1.5
|
|
|
|
36
|
|
|
|
42.8
|
|
Federal law requires that cargo transported between
U.S. ports be carried in ships built and registered in the
United States, owned and operated by U.S. entities, and
manned by U.S. crews. In 2008, the companys
U.S. flag fleet was engaged primarily in transporting
refined products between the Gulf Coast and the East Coast and
from California refineries to terminals on the West Coast and in
Alaska and Hawaii. One
U.S.-flagged
product tanker, capable of carrying 300,000 barrels of
cargo, was delivered in 2008 and two additional
U.S.-flagged
product tankers are scheduled for delivery in 2010.
The foreign-flagged vessels were engaged primarily in
transporting crude oil from the Middle East, Asia, the Black
Sea, Mexico and West Africa to ports in the United States,
Europe, Australia and Asia. Refined products were also
transported by tanker worldwide.
In addition to the vessels described above, the company owns a
one-sixth interest in each of seven LNG tankers transporting
cargoes for the North West Shelf (NWS) Venture in Australia. The
NWS project also has two LNG tankers under long-term time
charter. In 2008, the company sold its two LNG shipbuilding
contracts with Samsung Heavy Industries, but retained the option
to purchase two new LNG vessels.
The Federal Oil Pollution Act of 1990 requires the phase-out by
year-end 2010 of all single-hull tankers trading to
U.S. ports or transferring cargo in waters within the
U.S. Exclusive Economic Zone. As of the end of 2008, the
companys owned and bareboat-chartered fleet was completely
double-hulled. The company is a member of many
oil-spill-response cooperatives in areas in which it operates
around the world.
Chemicals
Chevron Phillips Chemical Company LLC (CPChem) is equally owned
with ConocoPhillips Corporation. At the end of 2008, CPChem
owned or had joint venture interests in 35 manufacturing
facilities and five research and technical centers in Belgium,
Brazil, China, Colombia, Qatar, Saudi Arabia, Singapore, South
Korea and the United States.
Americas Styrenics LLC, a
50-50 joint
venture between CPChem and Dow Chemical Company, began
commercial operations in 2008. This joint venture combined
CPChems U.S. styrene and polystyrene operations with
Dows U.S. and Latin America polystyrene operations.
Also, construction continued on the new
22 million-pound-per-year
Ryton®
polyphenylene-sulfide (PPS) manufacturing facility at Borger,
Texas. Completion of this plant is expected in second quarter
2009.
27
Outside the United States, CPChems 50 percent-owned
Jubail Chevron Phillips Company began commercial production at
its world-scale styrene facility at Al Jubail, Saudi Arabia. The
styrene facility is located adjacent to an existing aromatics
complex in Al Jubail that is jointly owned by CPChem and the
Saudi Industrial Investment Group. Also during 2008,
construction commenced by Saudi Polymers Company, a joint
venture company formed to build a third petrochemical project in
Al Jubail. Project completion is expected in 2011.
CPChem continued construction during 2008 on the
49 percent-owned Q-Chem II project in Mesaieed, Qatar.
The project includes a 350,000-metric-ton-per-year polyethylene
plant and a 345,000-metric-ton-per-year normal alpha olefins
plant each utilizing CPChem proprietary
technology and is located adjacent to the existing
Q-Chem I complex. Q-Chem II also includes a separate joint
venture to develop a 1.3 million-metric-ton-per-year
ethylene cracker at Qatars Ras Laffan Industrial City, in
which Q-Chem II owns 54 percent of the capacity
rights.
Start-up is
anticipated in late 2009.
Chevrons Oronite brand lubricant and fuel additives
business is a leading developer, manufacturer and marketer of
performance additives for lubricating oils and fuels. The
company owns and operates facilities in Brazil, France, Japan,
the Netherlands, Singapore and the United States and has equity
interests in facilities in India and Mexico. Oronite provides
additives for lubricating oil in most engine applications, such
as passenger car, heavy-duty diesel, marine, locomotive and
motorcycle engines, and additives for fuels to improve engine
performance and extend engine life. Oronite completed
construction and started up the hydrofluoric acid replacement
alkylation units in Gonfreville, France, during 2008. Commercial
production commenced in January 2009. Also during 2008, the
Gonfreville facility began full commercial production of new
sulfur-free detergent components for marine engine applications
and low-sulfur components for automotive engine oil applications.
Other
Businesses
Mining
Chevrons
U.S.-based
mining company produces and markets coal and molybdenum. Sales
occur in both U.S. and international markets.
The company owns and operates two surface coal mines, McKinley,
in New Mexico, and Kemmerer, in Wyoming, and one underground
coal mine, North River, in Alabama. The company also owns a
50 percent interest in Youngs Creek Mining Company LLC, a
joint venture to develop a coal mine in northern Wyoming. Coal
sales from wholly owned mines were 11 million tons, down
about 1 million tons from 2007.
At year-end 2008, Chevron controlled approximately
200 million tons of proven and probable coal reserves in
the United States, including reserves of environmentally
desirable low-sulfur coal. The company is contractually
committed to deliver between 8 million and 11 million
tons of coal per year through the end of 2010 and believes it
will satisfy these contracts from existing coal reserves.
In addition to the coal operations, Chevron owns and operates
the Questa molybdenum mine in New Mexico. At year-end 2008,
Chevron controlled approximately 53 million pounds of
proven molybdenum reserves at Questa.
In 2008, the company sold the petroleum coke calciner assets of
Chicago Carbon Company, a wholly owned subsidiary in Illinois.
The company also sold its lanthanides processing facilities and
rare-earth mineral mine in Mountain Pass, California, and its
33 percent interest in Sumikin Molycorp, a manufacturer and
marketer of neodymium compounds in Japan. In early 2009, the
company was actively marketing its coal reserves at the North
River Mine and elsewhere in Alabama for sale.
Power
Generation
Chevrons power generation business develops and operates
commercial power projects and has interests in 13 power assets
through joint ventures in the United States and Asia. The
company manages the production of more than 2,300 megawatts of
electricity at 11 facilities it owns through joint ventures. The
company operates gas-fired cogeneration facilities that use
waste heat recovery to produce additional electricity or to
support industrial thermal hosts. A number of the facilities
produce steam for use in upstream operations to facilitate
production of heavy oil.
The company has major geothermal operations in Indonesia and the
Philippines and is investigating several advanced solar
technologies for use in oil field operations as part of its
renewable energy strategy. For additional information on the
companys geothermal operations and renewable energy
projects, refer to page 19 and Research and
Technology, on page 29.
28
Chevron
Energy Solutions
Chevron Energy Solutions (CES) is a wholly owned subsidiary that
provides public institutions and businesses with sustainable
energy projects designed to increase energy efficiency and
reliability, reduce energy costs, and utilize renewable and
alternative-power technologies. Since 2000, CES has developed
hundreds of projects that will help government, education and
other customers reduce their energy costs and carbon footprint.
Major projects completed by CES in 2008 included several large
solar panel installations in California.
Research
and Technology
The companys energy technology organization supports
Chevrons upstream and downstream businesses by providing
technology, services and competency development in earth
sciences; reservoir and production engineering; drilling and
completions; facilities engineering; manufacturing; process
technology; catalysis; technical computing; and health,
environment and safety. The information technology organization
integrates computing, telecommunications, data management,
security and network technology to provide a standardized
digital infrastructure and enable Chevrons global
operations and business processes.
Chevron Technology Ventures (CTV) manages investments and
projects in emerging energy technologies and their integration
into Chevrons core businesses. As of the end of 2008, CTV
was investigating technologies such as next-generation biofuels,
advanced solar power and enhanced geothermal.
Chevrons research and development expenses were
$835 million, $562 million and $468 million for
the years 2008, 2007 and 2006, respectively.
Some of the investments the company makes in the areas described
above are in new or unproven technologies and business
processes, and ultimate successes are not certain. Although not
all initiatives may prove to be economically viable, the
companys overall investment in this area is not
significant to the companys consolidated financial
position.
Environmental
Protection
Virtually all aspects of the companys businesses are
subject to various U.S. federal, state and local
environmental, health and safety laws and regulations and to
similar laws and regulations in other countries. These
regulatory requirements continue to change and increase in both
number and complexity and to govern not only the manner in which
the company conducts its operations, but also the products it
sells. Chevron expects more environment-related regulations in
the countries where it has operations. Most of the costs of
complying with the many laws and regulations pertaining to its
operations are embedded in the normal costs of conducting
business.
In 2008, the companys U.S. capitalized environmental
expenditures were approximately $780 million, representing
approximately 9 percent of the companys total
consolidated U.S. capital and exploratory expenditures.
These environmental expenditures include capital outlays to
retrofit existing facilities as well as those associated with
new facilities. The expenditures relate mostly to air- and
water-quality projects and activities at the companys
refineries, oil and gas producing facilities, and marketing
facilities. For 2009, the company estimates U.S. capital
expenditures for environmental control facilities will be
approximately $1 billion. The future annual capital costs
are uncertain and will be governed by several factors, including
future changes to regulatory requirements.
Refer to Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages FS-16 through FS-18
for additional information on environmental matters and their
impact on Chevron and on the companys 2008 environmental
expenditures, remediation provisions and year-end environmental
reserves.
Web Site
Access to SEC Reports
The companys Internet Web site is at
www.chevron.com. Information contained on the
companys Internet Web site is not part of this Annual
Report on
Form 10-K.
The companys Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K
and any amendments to these reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 are available on the companys Web site soon after
such reports are filed with or furnished to the Securities and
Exchange Commission (SEC). The reports are also available at the
SECs Web site at www.sec.gov.
29
Chevron is a major fully integrated petroleum company with a
diversified business portfolio, a strong balance sheet, and a
history of generating sufficient cash to fund capital and
exploratory expenditures and to pay dividends. Nevertheless,
some inherent risks could materially impact the companys
financial results of operations or financial condition.
Chevron
is exposed to the effects of changing commodity
prices.
Chevron is primarily in a commodities business with a history of
price volatility. The single largest variable that affects the
companys results of operations is the price of crude oil,
which can be influenced by general economic conditions and
geopolitical risk.
During extended periods of historically low prices for crude
oil, the companys upstream earnings and capital and
exploratory expenditure programs will be negatively affected.
Upstream assets may also become impaired. The impact on
downstream earnings is dependent upon the supply and demand for
refined products and the associated margins on refined-product
sales.
The
scope of Chevrons business will decline if the company
does not successfully develop resources.
The company is in an extractive business; therefore, if Chevron
is not successful in replacing the crude oil and natural gas it
produces with good prospects for future production, the
companys business will decline. Creating and maintaining
an inventory of projects depends on many factors, including
obtaining and renewing rights to explore, develop and produce
hydrocarbons; drilling success; ability to bring long-lead-time,
capital-intensive projects to completion on budget and schedule;
and efficient and profitable operation of mature properties.
The
companys operations could be disrupted by natural or human
factors.
Chevron operates in both urban areas and remote and sometimes
inhospitable regions. The companys operations and
facilities are therefore subject to disruption from either
natural or human causes, including hurricanes, floods and other
forms of severe weather, war, civil unrest and other political
events, fires, earthquakes, and explosions, any of which could
result in suspension of operations or harm to people or the
natural environment.
Chevrons
business subjects the company to liability risks.
The company produces, transports, refines and markets materials
with potential toxicity, and it purchases, handles and disposes
of other potentially toxic materials in the course of the
companys business. Chevron operations also produce
byproducts, which may be considered pollutants. Any of these
activities could result in liability, either as a result of an
accidental, unlawful discharge or as a result of new conclusions
on the effects of the companys operations on human health
or the environment.
Political
instability could harm Chevrons business.
The companys operations, particularly exploration and
production, can be affected by changing economic, regulatory and
political environments in the various countries in which it
operates. As has occurred in the past, actions could be taken by
governments to increase public ownership of the companys
partially or wholly owned businesses
and/or to
impose additional taxes or royalties.
In certain locations, governments have imposed restrictions,
controls and taxes, and in others, political conditions have
existed that may threaten the safety of employees and the
companys continued presence in those countries. Internal
unrest, acts of violence or strained relations between a
government and the company or other governments may affect the
companys operations. Those developments have, at times,
significantly affected the companys related operations and
results and are carefully considered by management when
evaluating the level of current and future activity in such
countries. At December 31, 2008, 29 percent of the
companys net proved reserves were located in Kazakhstan.
The company also has significant interests in Organization of
Petroleum Exporting Countries (OPEC)-member countries including
Angola, Nigeria and Venezuela and in the Partitioned Neutral
Zone between Saudi Arabia and Kuwait. Twenty-three percent of
the companys net proved reserves, including affiliates,
were located in OPEC countries at December 31, 2008
(excluding reserves in Indonesia, which relinquished its OPEC
membership at the end of 2008).
30
Regulation
of greenhouse gas emissions could increase Chevrons
operational costs and reduce demand for Chevrons
products.
Management expects continued political attention to issues
concerning climate change, and the role of human activity in it
and potential remediation or mitigation through regulation that
could materially affect the companys operations.
International agreements and national or regional legislation
and regulatory measures to limit greenhouse emissions are
currently in various phases of discussion or implementation. The
Kyoto Protocol, Californias Global Warming Solutions Act
and Australias proposed Carbon Pollution Reduction Scheme,
along with other actual or pending federal, state and provincial
regulations, envision a reduction of greenhouse gas emissions
through market-based trading schemes. The company is currently
complying with greenhouse gas emissions limits within the
European Union.
As a result of these and other environmental regulations, the
company expects to incur substantial capital, compliance,
operating, maintenance and remediation costs. The level of
expenditure required to comply with these laws and regulations
is uncertain and may vary by jurisdiction depending on the laws
enacted in each jurisdiction and the companys activities
in it. The companys production and processing operations
(e.g., the production of crude oil at offshore platforms and the
processing of natural gas at liquefied natural gas facilities)
typically result in emission of greenhouse gases. Likewise,
emissions arise from power and downstream operations, including
crude oil transportation and refining. Finally, although beyond
the control of the company, the use of passenger vehicle fuels
and related products by consumers also results in greenhouse gas
emissions that may be regulated.
The companys financial performance will depend on a number
of factors, including, among others, the greenhouse gas
emissions reductions required by law, the price and availability
of emission allowances and credits, the extent to which Chevron
would be entitled to receive emission allowances or need to
purchase them in the open market or through auctions and the
impact of legislation on the companys ability to recover
the costs incurred through the pricing of the companys
products. Material cost increases or incentives to conserve or
use alternative energy sources could reduce demand for products
the company currently sells. To the extent these costs are not
ultimately reflected in the price of the companys
products, the companys operating results will be adversely
affected.
|
|
Item 1B.
|
Unresolved
Staff Comments
|
None.
The location and character of the companys crude oil,
natural gas and mining properties and its refining, marketing,
transportation and chemicals facilities are described on
page 3 under Item 1. Business. Information required by
the Securities Exchange Act Industry Guide No. 2
(Disclosure of Oil and Gas Operations) is also
contained in Item 1 and in Tables I through VII on pages
FS-62 to FS-74. Note 13, Properties, Plant and
Equipment, to the companys financial statements is
on
page FS-43.
|
|
Item 3.
|
Legal
Proceedings
|
Ecuador Chevron is a defendant in a civil
lawsuit before the Superior Court of Nueva Loja in Lago Agrio,
Ecuador, brought in May 2003 by plaintiffs who claim to be
representatives of certain residents of an area where an oil
production consortium formerly had operations. The lawsuit
alleges damage to the environment from the oil exploration and
production operations, and seeks unspecified damages to fund
environmental remediation and restoration of the alleged
environmental harm, plus a health monitoring program. Until
1992, Texaco Petroleum Company (Texpet), a subsidiary of Texaco
Inc., was a minority member of this consortium with
Petroecuador, the Ecuadorian state-owned oil company, as the
majority partner; since 1990, the operations have been conducted
solely by Petroecuador. At the conclusion of the consortium and
following an independent third-party environmental audit of the
concession area, Texpet entered into a formal agreement with the
Republic of Ecuador and Petroecuador for Texpet to remediate
specific sites assigned by the government in proportion to
Texpets ownership share of the consortium. Pursuant to
that agreement, Texpet conducted a three-year remediation
program at a cost of $40 million. After certifying that the
sites were properly remediated, the government granted Texpet
and all related corporate entities a full release from any and
all environmental liability arising from the consortium
operations.
Based on the history described above, Chevron believes that this
lawsuit lacks legal or factual merit. As to matters of law, the
company believes first, that the court lacks jurisdiction over
Chevron; second, that the law under which plaintiffs bring the
action, enacted in 1999, cannot be applied retroactively to
Chevron; third, that the claims are barred by the
31
statute of limitations in Ecuador; and, fourth, that the lawsuit
is also barred by the releases from liability previously given
to Texpet by the Republic of Ecuador and Petroecuador. With
regard to the facts, the company believes that the evidence
confirms that Texpets remediation was properly conducted
and that the remaining environmental damage reflects
Petroecuadors failure to timely fulfill its legal
obligations and Petroecuadors further conduct since
assuming full control over the operations.
In April 2008, a mining engineer appointed by the court to
identify and determine the cause of environmental damage, and to
specify steps needed to remediate it, issued a report
recommending that the court assess $8 billion, which would,
according to the engineer, provide financial compensation for
purported damages, including wrongful death claims, and pay for,
among other items, environmental remediation, health care
systems, and additional infrastructure for Petroecuador. The
engineers report also asserted that an additional
$8.3 billion could be assessed against Chevron for unjust
enrichment. The engineers report is not binding on the
court. Chevron also believes that the engineers work was
performed and his report prepared in a manner contrary to law
and in violation of the courts orders. Chevron submitted a
rebuttal to the report in which it asked the court to strike the
report in its entirety. In November 2008, the engineer revised
the report and, without additional evidence, recommended an
increase in the financial compensation for purported damages to
a total of $18.9 billion and an increase in the assessment
for purported unjust enrichment to a total of $8.4 billion.
Chevron submitted a rebuttal to the revised report, and Chevron
will continue a vigorous defense of any attempted imposition of
liability.
Management does not believe an estimate of a reasonably possible
loss (or a range of loss) can be made in this case. Due to the
defects associated with the engineers report, management
does not believe the report itself has any utility in
calculating a reasonably possible loss (or a range of loss).
Moreover, the highly uncertain legal environment surrounding the
case provides no basis for management to estimate a reasonably
possible loss (or a range of loss).
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
None.
32
PART II
|
|
Item 5.
|
Market
for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
|
The information on Chevrons common stock market prices,
dividends, principal exchanges on which the stock is traded and
number of stockholders of record is contained in the Quarterly
Results and Stock Market Data tabulations, on
page FS-24.
CHEVRON
CORPORATION
ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
Number of Shares
|
|
|
|
Total Number
|
|
|
Average
|
|
|
Shares Purchased as
|
|
|
that May Yet be
|
|
|
|
of Shares
|
|
|
Price Paid
|
|
|
Part of Publicly
|
|
|
Purchased Under
|
|
Period
|
|
Purchased(1)(2)
|
|
|
per Share
|
|
|
Announced Program
|
|
|
the Program
|
|
|
Oct. 1 Oct. 31, 2008
|
|
|
14,185,681
|
|
|
|
67.71
|
|
|
|
14,184,858
|
|
|
|
|
|
Nov. 1 Nov. 30, 2008
|
|
|
7,687,933
|
|
|
|
72.46
|
|
|
|
7,665,000
|
|
|
|
|
|
Dec. 1 Dec. 31, 2008
|
|
|
6,373,015
|
|
|
|
76.05
|
|
|
|
6,367,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Oct. 1 Dec. 31, 2008
|
|
|
28,246,629
|
|
|
|
70.88
|
|
|
|
28,217,847
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes 14,339 common shares repurchased during the three-month
period ended December 31, 2008, from company employees for
required personal income tax withholdings on the exercise of the
stock options issued to management and employees under the
companys broad-based employee stock options, long-term
incentive plans and former Texaco Inc. stock option plans. Also
includes 14,443 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 December 31, 2008. The October
purchases also include approximately 14.2 million shares
acquired in an exchange transaction for a U.S. upstream property
and cash.
|
|
(2)
|
In September 2007, the company authorized stock repurchases of
up to $15 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. As of December 31, 2008,
118,996,749 shares had been acquired under this program for
$10.1 billion.
|
|
|
Item 6.
|
Selected
Financial Data
|
The selected financial data for years 2004 through 2008 are
presented on
page FS-61.
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
The index to Managements Discussion and Analysis of
Financial Condition and Results of Operations, Consolidated
Financial Statements and Supplementary Data is presented on
page FS-1.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
The companys discussion of interest rate, foreign currency
and commodity price market risk is contained in
Managements Discussion and Analysis of Financial Condition
and Results of Operations Financial and
Derivative Instruments, beginning on
page FS-13
and in Note 7 to the Consolidated Financial Statements,
Financial and Derivative Instruments, beginning on
page FS-36.
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
The index to Managements Discussion and Analysis,
Consolidated Financial Statements and Supplementary Data is
presented on
page FS-1.
33
|
|
Item 9.
|
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A.
|
Controls
and Procedures
|
|
|
(a)
|
Evaluation
of Disclosure Controls and Procedures
|
The companys management has evaluated, with the
participation of the Chief Executive Officer and Chief Financial
Officer, the effectiveness of the companys disclosure
controls and procedures (as defined in
Rule 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934 (the Exchange
Act) as of the end of the period covered by this report.
Based on this evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the companys disclosure
controls and procedures were effective as of December 31,
2008.
|
|
(b)
|
Managements
Report on Internal Control Over Financial Reporting
|
The companys management is responsible for establishing
and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act
Rule 13a-15(f).
The companys management, including the Chief Executive
Officer and Chief Financial Officer, conducted an evaluation of
the effectiveness of the companys internal control over
financial reporting based on the Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on the results
of this evaluation, the companys management concluded that
internal control over financial reporting was effective as of
December 31, 2008.
The effectiveness of the companys internal control over
financial reporting as of December 31, 2008, has been
audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as stated in its report included on
page FS-26.
|
|
(c)
|
Changes
in Internal Control Over Financial Reporting
|
During the quarter ended December 31, 2008, there were no
changes in the companys internal control over financial
reporting that have materially affected, or are reasonably
likely to materially affect, the companys internal control
over financial reporting.
|
|
Item 9B.
|
Other
Information
|
None.
34
PART III
Item 10. Directors,
Executive Officers and Corporate Governance
Executive
Officers of the Registrant at February 26, 2009
The Executive Officers of the Corporation consist of the
Chairman of the Board, the Vice Chairman of the Board and such
other officers of the Corporation who are members of the
Executive Committee.
|
|
|
|
|
|
|
Name and Age
|
|
Current and Prior Positions (up to five years)
|
|
Current Areas of Responsibility
|
|
D.J. OReilly
|
|
62
|
|
Chairman of the Board and Chief Executive Officer (since 2000)
|
|
Chief Executive Officer
|
P.J. Robertson
|
|
62
|
|
Vice Chairman of the Board (since 2002)
|
|
Policy, Government and Public Affairs; Human Resources
|
J.E. Bethancourt
|
|
57
|
|
Executive Vice President (since 2003)
|
|
Technology; Chemicals; Mining; Health, Environment and Safety
|
G.L. Kirkland
|
|
58
|
|
Executive Vice President (since 2005) President of Chevron
Overseas
Petroleum Inc. (2002 to 2004)
|
|
Worldwide Exploration and Production Activities and Global Gas
Activities, including Natural Gas Trading
|
J.S. Watson
|
|
52
|
|
Executive Vice President (since 2008)
Vice President and President of Chevron
International Exploration and Production Company
(2005 through 2007)
Vice President and Chief Financial
Officer (2000 through 2004)
|
|
Business Development, Mergers and Acquisitions, Strategic
Planning, Project Resources Company, Procurement
|
M.K. Wirth
|
|
48
|
|
Executive Vice President (since 2006) President of Global Supply
and Trading
(2004 to 2006)
President of Marketing, Asia, Middle East and Africa
Marketing
Business Unit (2001 to 2004)
|
|
Global Refining, Marketing, Lubricants, and Supply and Trading,
excluding Natural Gas Trading
|
P.E. Yarrington
|
|
52
|
|
Vice President and Chief Financial
Officer (since 2009)
Vice President and Treasurer
(2007 through 2008)
Vice President, Policy, Government and
Public Affairs (2002 to 2007)
|
|
Finance
|
C.A. James
|
|
54
|
|
Vice President and General Counsel
(since 2002)
|
|
Law
|
The information required by Item 401(b) and (e) of
Regulation S-K
and contained under the heading Election of
Directors in the Notice of the 2009 Annual Meeting and
2009 Proxy Statement, to be filed pursuant to
Rule 14a-6(b)
under the Securities Exchange Act of 1934 (the Exchange
Act), in connection with the companys 2009 Annual
Meeting of Stockholders (the 2009 Proxy Statement),
is incorporated by reference into this Annual Report on
Form 10-K.
The information required by Item 405 of
Regulation S-K
and contained under the heading Stock Ownership
Information Section 16(a) Beneficial Ownership
Reporting Compliance in the 2009 Proxy Statement is
incorporated by reference into this Annual Report on
Form 10-K.
The information required by Item 406 of
Regulation S-K
and contained under the heading Board
Operations Business Conduct and Ethics Code in
the 2009 Proxy Statement is incorporated by reference into this
Annual Report on
Form 10-K.
The information required by
Item 407(d)(4)-(5)
of
Regulation S-K
and contained under the heading Board
Operations Board Committee Membership and
Functions in the 2009 Proxy Statement is incorporated by
reference into this Annual Report on
Form 10-K.
35
There were no changes to the process by which stockholders may
recommend nominees to the Board of Directors during the last
fiscal year.
Item 11. Executive
Compensation
The information required by Item 402 of
Regulation S-K
and contained under the headings Executive
Compensation and Directors Compensation
in the 2009 Proxy Statement is incorporated by reference into
this Annual Report on
Form 10-K.
The information required by Item 407(e)(4) of
Regulation S-K
and contained under the heading Board
Operations Board Committee Membership and
Functions in the 2009 Proxy Statement is incorporated by
reference into this Annual Report on
Form 10-K.
The information required by Item 407(e)(5) of
Regulation S-K
and contained under the heading Board
Operations Management Compensation Committee
Report in the 2009 Proxy Statement is incorporated herein
by reference into this Annual Report on
Form 10-K.
Pursuant to the rules and regulations of the SEC under the
Exchange Act, the information under such caption incorporated by
reference from the 2009 Proxy Statement shall not be deemed
filed for purposes of Section 18 of the
Exchange Act nor shall it be deemed incorporated by reference
into any filing under the Securities Act of 1933.
Item 12. Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The information required by Item 403 of
Regulation S-K
and contained under the heading Stock Ownership
Information Security Ownership of Certain Beneficial
Owners and Management in the 2009 Proxy Statement is
incorporated by reference into this Annual Report on
Form 10-K.
The information required by Item 201(d) of
Regulation S-K
and contained under the heading Equity Compensation Plan
Information in the 2009 Proxy Statement is incorporated by
reference into this Annual Report on
Form 10-K.
Item 13. Certain
Relationships and Related Transactions, and Director
Independence
The information required by Item 404 of
Regulation S-K
and contained under the heading Board
Operations Transactions with Related Persons
in the 2009 Proxy Statement is incorporated by reference into
this Annual Report on
Form 10-K.
The information required by Item 407(a) of
Regulation S-K
and contained under the heading Board
Operations Independence of Directors in the
2009 Proxy Statement is incorporated by reference into this
Annual Report on
Form 10-K.
Item 14. Principal
Accounting Fees and Services
The information required by Item 9(e) of Schedule 14A
and contained under the heading Ratification of
Independent Registered Public Accounting Firm in the 2009
Proxy Statement is incorporated by reference into this Annual
Report on
Form 10-K.
36
PART IV
|
|
Item 15.
|
Exhibits,
Financial Statement Schedules
|
(a) The following documents are filed as part of this
report:
(1) Financial
Statements:
|
|
|
|
|
Page(s)
|
|
|
|
FS-26
|
|
|
FS-27
|
|
|
FS-28
|
|
|
FS-29
|
|
|
FS-30
|
|
|
FS-31
|
|
|
FS-32 to FS-59
|
(2) Financial
Statement Schedules:
|
|
|
|
|
Included on page 38 is Schedule II
Valuation and Qualifying Accounts.
|
(3) Exhibits:
|
|
|
|
|
The Exhibit Index on pages
E-1 and
E-2 lists
the exhibits that are filed as part of this report.
|
37
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Millions of Dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Employee Termination Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
$
|
117
|
|
|
$
|
28
|
|
|
$
|
91
|
|
Additions (deductions) charged (credited) to expense
|
|
|
(13
|
)
|
|
|
106
|
|
|
|
(21
|
)
|
Payments
|
|
|
(60
|
)
|
|
|
(17
|
)
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
44
|
|
|
$
|
117
|
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
$
|
200
|
|
|
$
|
217
|
|
|
$
|
198
|
|
Additions charged to expense
|
|
|
105
|
|
|
|
29
|
|
|
|
61
|
|
Bad debt write-offs
|
|
|
(30
|
)
|
|
|
(46
|
)
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
275
|
|
|
$
|
200
|
|
|
$
|
217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Tax Valuation Allowance:*
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
$
|
5,949
|
|
|
$
|
4,391
|
|
|
$
|
3,249
|
|
Additions charged to deferred income tax expense
|
|
|
2,599
|
|
|
|
1,894
|
|
|
|
1,700
|
|
Deductions credited to goodwill
|
|
|
|
|
|
|
|
|
|
|
(77
|
)
|
Deductions credited to deferred income tax expense
|
|
|
(1,013
|
)
|
|
|
(336
|
)
|
|
|
(481
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
7,535
|
|
|
$
|
5,949
|
|
|
$
|
4,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
See also Note 16 to the
Consolidated Financial Statements beginning on
page FS-45.
|
38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 26th day of February,
2009.
Chevron Corporation
David J. OReilly, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities indicated on
the 26th day of February, 2009.
|
|
|
Principal Executive Officers
|
|
|
(and Directors)
|
|
Directors
|
|
/s/David J.
OReilly
David J. OReilly, Chairman of the
Board and Chief Executive Officer
|
|
Samuel H. Armacost*
Samuel H. Armacost
|
|
|
|
/s/Peter J.
Robertson
Peter J. Robertson, Vice Chairman of the Board
|
|
Linnet F. Deily*
Linnet F. Deily
|
|
|
|
|
|
Robert E. Denham*
Robert E. Denham
|
|
|
|
|
|
Robert J. Eaton*
Robert J. Eaton
|
|
|
|
Principal Financial Officer
/s/Patricia E. Yarrington Patricia E. Yarrington, Vice President and Chief Financial Officer
Principal Accounting Officer
/s/Mark A. Humphrey Mark A. Humphrey, Vice President and Comptroller
|
|
Sam Ginn* Sam Ginn
Enrique Hernandez, Jr.* Enrique Hernandez, Jr.
Franklyn G. Jenifer* Franklyn G. Jenifer
Sam Nunn* Sam Nunn
|
|
|
|
|
|
Donald B. Rice*
Donald B. Rice
|
|
|
|
*By: /s/Lydia I.
Beebe
Lydia I. Beebe,
Attorney-in-Fact
|
|
Kevin W. Sharer*
Kevin W. Sharer
|
|
|
Charles R.
Shoemate*
Charles R. Shoemate
|
|
|
|
|
|
Ronald D. Sugar*
Ronald D. Sugar
|
|
|
|
|
|
Carl Ware*
Carl Ware
|
39
Financial
Table of Contents
FS-2
|
|
|
|
|
|
|
|
FS-2 |
|
|
FS-2 |
|
|
FS-2 |
|
|
FS-5 |
|
|
FS-6 |
|
|
FS-8 |
|
|
FS-10 |
|
|
FS-10 |
|
|
FS-12 |
|
|
FS-12 |
|
|
FS-13 |
|
|
FS-15 |
|
|
FS-15 |
|
|
FS-17 |
|
|
FS-18 |
|
|
FS-21 |
|
|
FS-24 |
FS-25
|
|
|
Consolidated
Financial Statements |
|
|
|
|
FS-25 |
|
|
FS-26 |
|
|
FS-27 |
|
|
FS-28 |
|
|
FS-29 |
|
|
FS-30 |
|
|
FS-31 |
FS-32
FS-1
|
|
|
|
|
|
|
|
|
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key Financial Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars, except per-share amounts |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
Net Income |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
Per Share Amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Basic |
|
$ |
11.74 |
|
|
|
$ |
8.83 |
|
|
$ |
7.84 |
|
Diluted |
|
$ |
11.67 |
|
|
|
$ |
8.77 |
|
|
$ |
7.80 |
|
Dividends |
|
$ |
2.53 |
|
|
|
$ |
2.26 |
|
|
$ |
2.01 |
|
Sales and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Revenues |
|
$ |
264,958 |
|
|
|
$ |
214,091 |
|
|
$ |
204,892 |
|
Return on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Capital Employed |
|
|
26.6 |
% |
|
|
|
23.1 |
% |
|
|
22.6 |
% |
Average Stockholders Equity |
|
|
29.2 |
% |
|
|
|
25.6 |
% |
|
|
26.0 |
% |
|
|
|
|
|
Income by Major Operating Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
Upstream Exploration and Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
7,126 |
|
|
|
$ |
4,532 |
|
|
$ |
4,270 |
|
International |
|
|
14,584 |
|
|
|
|
10,284 |
|
|
|
8,872 |
|
|
|
|
|
|
Total Upstream |
|
|
21,710 |
|
|
|
|
14,816 |
|
|
|
13,142 |
|
|
|
|
|
|
Downstream Refining, Marketing
and Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
1,369 |
|
|
|
|
966 |
|
|
|
1,938 |
|
International |
|
|
2,060 |
|
|
|
|
2,536 |
|
|
|
2,035 |
|
|
|
|
|
|
Total Downstream |
|
|
3,429 |
|
|
|
|
3,502 |
|
|
|
3,973 |
|
|
|
|
|
|
Chemicals |
|
|
182 |
|
|
|
|
396 |
|
|
|
539 |
|
All Other |
|
|
(1,390 |
) |
|
|
|
(26 |
) |
|
|
(516 |
) |
|
|
|
|
|
Net Income* |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
|
|
|
|
|
|
*Includes Foreign Currency Effects: |
|
|
$ 862 |
|
|
|
|
$(352 |
) |
|
|
$(219 |
) |
Refer to the Results of Operations section
beginning on page FS-6 for a discussion of financial
results by major operating area for the three years
ending December 31, 2008.
Business Environment and Outlook
Chevron is a global energy company with
significant business activities in the following
countries: Angola, Argentina, Australia, Azerbaijan,
Bangladesh, Brazil, Cambodia, Canada, Chad, China,
Colombia, Democratic Republic of the Congo, Denmark,
France, India, Indonesia, Kazakhstan, Myanmar, the
Netherlands, Nigeria, Norway, the Partitioned Neutral
Zone between Saudi Arabia and Kuwait, the Philippines,
Qatar, Republic of the Congo, Singapore, South Africa,
South Korea, Thailand, Trinidad and Tobago, the United
Kingdom, the United States, Venezuela, and Vietnam.
Earnings of the company depend largely on the
profitability of its upstream (exploration and
production) and downstream (refining, marketing and
transportation) business segments. The single biggest
factor that affects the
results of operations for both segments is
movement in the price of crude oil. In the downstream
business, crude oil is the largest cost component of
refined products. The overall trend in earnings is
typically less affected by results from the companys
chemicals business and other activities and invest-
ments. Earnings for the company in any period
may also be influenced by events or transactions that
are infrequent and/ or unusual in nature.
In recent
years and through most of 2008, Chevron and the oil
and gas industry at large experienced an increase in
certain costs that exceeded the general trend of
inflation in many areas of the world. This increase in
costs affected the companys operating expenses and
capital programs for all business segments, but
particularly for upstream. These cost pressures began
to soften somewhat in late 2008. As the price of crude
oil dropped precipitously from a record high in
mid-year, the demand for some goods and services in
the industry began to slacken. This cost trend is
expected to continue during 2009 if crude-oil prices
do not significantly rebound. (Refer to the Upstream
section on next page for a discussion of the trend in
crude-oil prices.)
The companys operations,
especially upstream, can also be affected by changing
economic, regulatory and political environments in the
various countries in which it operates, including the
United States. Civil unrest, acts of violence or
strained relations between a government and the
company or other governments may impact the companys
operations or investments. Those developments have at
times significantly affected the companys operations
and results and are carefully considered by management
when evaluating the level of current and future
activity in such countries.
To sustain its long-term competitive position in
the upstream business, the company must develop and
replenish an inventory of projects that offer adequate
financial returns for the investment required.
Identifying promising areas for exploration, acquiring
the necessary rights to explore for and to produce
crude oil and natural gas, drilling successfully, and
handling the many technical and operational details in
a safe and cost-effective manner are all important
factors in this effort. Projects often require long
lead times and large capital commitments. From time to
time, certain governments have sought to renegotiate
contracts or impose additional costs on the company.
Governments may attempt to do so in the future. The
company will continue to monitor these developments,
take them into account in evaluating future investment
opportunities, and otherwise seek to mitigate any risks
to the companys current operations or future
prospects.
The company also continually evaluates
opportunities to dispose of assets that are not
expected to provide sufficient long-term value or to
acquire assets or operations complementary to its asset
base to help augment the companys growth. Refer to the
Results of Operations section beginning on page FS-6
for discussions of net gains on asset sales during
2008. Asset dispositions and
restructurings may occur in future periods and
could result in significant gains or losses.
FS-2
The company has been closely monitoring the ongoing uncertainty in financial and credit
markets, the rapid decline in crude-oil prices that began in the second half of 2008, and the
general contraction of worldwide economic activity. Management is taking these developments into
account in the conduct of daily operations and for business planning. The company remains confident of its underlying financial strength to deal with potential problems presented in this
environment.
Comments related to earnings trends for the companys major business areas are as follows:
Upstream Earnings for the upstream segment are closely aligned with industry price levels for
crude oil and natural gas. Crude-oil and natural-gas prices are subject to external
factors over which the company has no control, including product demand connected with global economic
conditions, industry inventory levels, production quotas imposed by the Organization of Petroleum
Exporting Countries (OPEC), weather-related damage and disruptions, competing fuel prices, and
regional supply interruptions or fears thereof that may be caused by military conflicts, civil
unrest or political uncertainty. Moreover, any of these factors could also inhibit the companys
production capacity in an affected region. The company monitors developments closely in the
countries in which it operates and holds investments, and attempts to manage risks in operating its
facilities and business.
Price levels for capital and exploratory costs and operating expenses associated with the efficient production of crude oil and natural gas can also be subject to external factors beyond the
companys control. External factors include not only the general level of inflation but also
prices charged by the industrys material- and service-providers, which can be affected by the
volatility of the industrys own supply and demand conditions for such materials and services.
Capital and exploratory expenditures and operating expenses also can be affected by damages to
production facilities caused by severe weather or civil unrest.
Industry price levels for crude oil were volatile during 2008. The spot price for West Texas
Intermediate (WTI) crude oil, a benchmark crude, started 2008 at $96 per barrel and peaked at $147
in early July. At the end of the year, the WTI price had fallen to $45 per barrel. As of
mid-February 2009, the WTI price was $38 per barrel. The collapse in price during the second half
of 2008 was largely driven by a decline in the demand for crude oil that was associated with a
significant weakening in world economies. The WTI price averaged $100 per barrel for the full-year
2008, compared with $72 in 2007.
As in 2007, a wide differential in prices existed in 2008 between high-quality (i.e.,
high-gravity, low-sulfur) crude oils and those of lower quality (i.e., low-gravity, high-sulfur
crude). The relatively lower price for the high-sulfur crudes has been associated with an ample
supply and relatively lower demand due to the limited number of refineries that are able to
process this lower-quality feedstock into light products (i.e., motor gasoline, jet fuel, aviation
gasoline and diesel fuel). Chevron produces or shares in the production of heavy crude oil in
California, Chad, Indonesia, the Partitioned Neutral Zone between Saudi Arabia and Kuwait,
Venezuela and certain fields in Angola, China and the United Kingdom North Sea. (Refer to page
FS-10 for the companys average U.S. and international crude oil realizations.)
In contrast to
price movements in the global market for crude oil, price changes for natural gas in many regional
markets are more closely aligned with supply-and-demand conditions in those markets. In the United
States during 2008, benchmark prices at Henry Hub averaged about $9 per thousand cubic feet (MCF),
compared with about $7 in 2007. At December 31, 2008, and as of mid-February 2009,
FS-3
|
|
|
|
|
|
|
|
|
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
the Henry Hub price was about $5.60 and $4.70 per MCF, respectively. Fluctuations in the price
for natural gas in the United States are closely associated with the volumes produced in North
America and the inventory in underground storage relative to customer demand. U.S. natural gas
prices are also typically higher during the winter period when demand for heating is greatest.
Certain other regions of the world in which the company operates have different supply, demand
and regulatory circumstances, typically resulting in lower average sales prices for the companys
production of natural gas. (Refer to page FS-10 for the companys average natural gas realizations
for the U.S. and international regions.) Additionally, excess-supply conditions that exist in
certain parts of the world cannot easily serve to mitigate the relatively higher-price conditions
in the United States and other markets because of the lack of infrastructure to transport and
receive liquefied natural gas.
To help address this regional imbalance between supply and demand for natural gas, Chevron
continues to invest in long-term projects in areas of excess supply to install infrastructure to
produce and liquefy natural gas for transport by tanker, along with investments and commitments to
regasify the product in markets where demand is strong and supplies are not as plentiful. Due to
the significance of the overall investment in these long-term projects, the natural gas sales
prices in the areas of excess supply (before the natural gas is transferred to a processing
facility) are expected to remain below sales prices for natural gas that is produced much nearer to
areas of high demand and can be transported in existing natural gas pipeline networks (as in the
United States or Thailand).
Besides the impact of the fluctuation in price for crude oil and natural gas, the longer-term
trend in earnings for the upstream segment is also a function of other factors, including the
companys ability to find or acquire and efficiently produce crude oil and natural gas, changes
in fiscal terms of contracts, changes in tax rates on income, and the cost of goods and services.
Chevrons worldwide net oil-equivalent production in 2008, including volumes produced from oil
sands, averaged 2.53 million barrels per day, a decline of about 90,000 barrels per day from 2007
due mainly to the impact of higher prices on volumes recovered under certain production-sharing and
variable-royalty agreements outside the United States and damage to production facilities in
September 2008 caused by hurricanes Gustav and Ike in the U.S. Gulf of Mexico. (Refer to the
discussion of U.S. upstream production trends in the Results of
Operations section on page
FS-6.
Refer also to the Selected Operating Data table on page
FS-10 for a listing of production volumes
for each of the three years ending December 31, 2008.)
The company estimates that oil-equivalent production in 2009 will average approximately 2.63
million barrels per day. This estimate is subject to many uncertainties, including quotas that may
be imposed by OPEC, price effects on production volumes calculated under cost-recovery and
variable-royalty provisions of certain contracts, changes in fiscal terms or restrictions on the
scope of company operations, delays in project startups, fluctuations in demand for natural gas in
various markets, weather conditions that may shut in production, civil unrest, changing
geopolitics, or other disruptions to operations. Future production levels also are affected by the
size and number of economic investment opportunities and, for new large-scale projects, the time
lag between initial exploration and the beginning of production. Most of Chevrons upstream
investment is currently being made outside the United States. Investments in upstream projects
generally are made well in advance of the start of the associated production of crude oil and
natural gas.
Approximately 20 percent of the companys net oil-equivalent production in 2008 occurred in
the OPEC-member countries of Angola, Nigeria and Venezuela and in the Partitioned Neutral Zone
between Saudi Arabia and Kuwait. (This production statistic excludes volumes produced in Indonesia,
which relinquished its OPEC membership at the end of 2008.) At a meeting on December 17, 2008, OPEC
announced a reduction of 4.2 million barrels per day, or 14 percent, from actual September 2008
production of 29 million barrels per day. The reduction became effective January 1, 2009. OPEC
quotas did not significantly affect Chevrons production level in 2007 or in 2008. The companys
current and future production levels could be affected by the cutbacks announced by OPEC in
December 2008.
Refer to the Results of Operations section on pages FS-6 through FS-7 for
additional discussion of the companys upstream operations.
Downstream Earnings for the downstream segment are closely tied to margins on the refining
and marketing of products that include gasoline, diesel, jet fuel, lubricants, fuel oil and
feedstocks for chemical manufacturing. Industry margins are sometimes volatile and can be affected
by the global and regional supply-and-demand balance for refined products and by changes in the
price of crude oil used for refinery feedstock. Industry margins can also be influenced by refined-product inventory levels, geopolitical events, refinery maintenance programs and disruptions
at refineries resulting from unplanned outages that may be due to severe weather or other
operational events.
Other factors affecting profitability for downstream operations include the reliability and
efficiency of the companys refining and marketing network, the effectiveness of
FS-4
the crude-oil and product-supply functions and the economic returns on invested capital. Profitability can also
be affected by the volatility of tanker-charter rates for the companys shipping operations, which
are driven by the industrys demand for crude oil and product tankers. Other factors beyond the
companys control include the general level of inflation and energy costs to operate the companys
refinery and distribution network.
The companys most significant marketing areas are the West Coast of North America, the U.S.
Gulf Coast, Latin America, Asia, southern Africa and the United Kingdom. Chevron operates or has
ownership interests in refineries in each of these areas except Latin America. Downstream
earnings, especially in the United States, were weak from mid-2007 through mid-2008 due mainly to
increasing prices of crude oil used in the refining process that were not always fully recovered
through sales prices of refined products. Margins significantly improved in the second half of 2008 as the price of crude oil declined.
As part of its downstream strategy to focus on areas of market strength, the company announced
plans to sell marketing businesses in several countries. Refer to the discussion in Operating
Developments below.
Industry margins in the future may be volatile and are influenced by changes
in the price of crude oil used for refinery feedstock and by changes in the supply and demand for
crude oil and refined products. The industry supply-and-demand balance can be affected by
disruptions at refineries resulting from maintenance programs and unplanned outages, including
weather-related disruptions; refined-product inventory levels; and geopolitical events.
Refer to pages FS-7 through FS-8 for additional discussion of the companys downstream
operations.
Chemicals Earnings in the petrochemicals business are closely tied to global chemical demand,
industry inventory levels and plant capacity utilization. Feedstock and fuel costs, which tend to
follow crude oil and natural gas price movements, also influence earnings in this segment.
Refer to the Results of Operations section on page FS-8 for additional discussion of
chemicals earnings.
Operating Developments
Key operating developments and other events during 2008 and early 2009 included the following:
Upstream
Australia Started production from Train 5 of the 17 percent-owned North West Shelf Venture
onshore liquefied-natural-gas (LNG) facility in West Australia, increasing export capacity from
about 12 million metric tons annually to more than 16 million. The company also announced plans for
an LNG project that initially will have a capacity of 5 million tons per year and process natural
gas from Chevrons 100 percent-owned Wheatstone discovery located on the northwest coast of
mainland Australia.
Canada Finalized agreements with the government of Newfoundland and Labrador to develop the 27
percent-owned Hebron heavy-oil project off the eastern coast.
Indonesia Achieved first oil at North Duri Field Area 12, which Chevron operates with a 100
percent interest. Maximum total crude-oil production of 34,000 barrels per day is expected in 2012.
Kazakhstan Completed the second phase of a major
expansion of production operations and processing
facilities at the 50 percent-owned Tengizchevroil
affiliate, increasing
total crude-oil production capacity from 400,000 to 540,000 barrels per day.
Middle East Signed an agreement with the Kingdom of Saudi Arabia to extend to 2039 the
companys operation of the Kingdoms 50 percent interest in oil and gas resources of the onshore
area of the Partitioned Neutral Zone between the Kingdom and the state of Kuwait.
Nigeria Started production offshore at the 68 percent-owned and operated Agbami Field, with total oil production
expected to reach a maximum of 250,000 barrels per day by the end of 2009. The company and partners also
announced plans to develop the 30 percent-owned and
partner-operated offshore Usan Field, which is expected to have maximum total production of 180,000 barrels of crude oil per
day within one year of start-up in 2012.
Republic
of the Congo Confirmed startup of the 32 percent-owned, partner-operated Moho-Bilondo deepwater project, which is expected to reach maximum total crude-oil production of 90,000
barrels per day in 2010.
Thailand Approved construction in the Gulf of Thailand of the 70 percent-owned and operated
Platong Gas II project, which is designed to have processing capacity of 420 million cubic feet of
natural gas per day.
United States Began production at the 75 percent-owned and operated Blind Faith project in the
deepwater Gulf of Mexico. Total volumes are expected to ramp up during 2009 to approximately 65,000
barrels of crude oil and 55 million cubic feet of natural gas per day.
Downstream
The company announced plans to sell marketing-related businesses in Brazil, Nigeria, Benin,
Cameroon, Republic of the Congo, Côte dIvoire, Togo, Kenya, and Uganda.
FS-5
|
|
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|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
|
|
|
|
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|
Other
Common Stock Dividends Increased the quarterly common stock dividend by 12.1 percent in April 2008
to $0.65 per share. 2008 was the 21st consecutive year that the company increased its annual
dividend payment.
Common Stock Repurchase Program Acquired $8.0 billion of common shares in 2008 as part of a $15
billion repurchase program initiated in 2007.
Results of Operations
Major Operating Areas The following section presents the results of operations for the companys
business segments upstream, downstream and chemicals as well as for all other, which
includes mining, power generation businesses, the various companies and departments that are
managed at the corporate level, and the companys investment in Dynegy prior to its sale in May
2007. Income is also presented for the U.S. and international geographic areas of the upstream and
downstream business segments. (Refer to Note 9, beginning on page
FS-38, for a discussion of the
companys reportable segments, as defined in Financial Accounting Standards Board (FASB)
Statement No. 131, Disclosures About Segments of an Enterprise and Related Information.) This
section should also be read in conjunction with the discussion in Business Environment and
Outlook on pages FS-2 through FS-5.
U.S. Upstream Exploration and Production
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Income |
|
$ |
7,126 |
|
|
|
$ |
4,532 |
|
|
$ |
4,270 |
|
|
|
|
|
|
U.S upstream income of $7.1 billion in 2008 increased $2.6 billion from 2007. Higher average prices
for crude oil and natural gas increased earnings by $3.1 billion between periods. Also contributing
to the higher earnings were gains of approximately $1 billion on asset sales, including a $600
million gain on an asset-exchange transaction. Partially offsetting these benefits were adverse
effects of about $1.6 billion associated with lower oil-equivalent production and higher operating
expenses, which included approximately $400 million of expenses resulting from damage to facilities
in the Gulf of Mexico caused by hurricanes Gustav and Ike in September.
Income of $4.5 billion in 2007 increased approximately $260 million from 2006. Results in 2007
benefited approximately $700 million from higher prices for crude oil and natural gas liquids.
This benefit to income was partially offset by the effects of a decline in oil-equivalent
production and an increase in depreciation, operating and exploration expenses.
The companys average realization for crude oil and natural gas liquids in 2008 was $88.43 per
barrel, compared with $63.16 in 2007 and $56.66 in 2006. The average natural gas realization was
$7.90 per thousand cubic feet in 2008, compared with $6.12 and $6.29 in 2007 and 2006,
respectively.
Net oil-equivalent production in 2008 averaged 671,000 barrels per day, down 9.7 percent and
12.1 percent from 2007 and 2006, respectively. The decrease between 2007 and 2008 was mainly due to
normal field declines and the adverse impact of the hurricanes. The decline in 2007 from 2006 was
due primarily to normal field declines. The net liquids component of oil-equivalent production for
2008 averaged 421,000 barrels per day, down approximately 8 percent from 2007 and down 9 percent
compared with 2006. Net natural gas production averaged 1.5 billion cubic feet per day in 2008,
down 12 percent from 2007 and down 17 percent from 2006.
Refer to the Selected Operating Data table on page FS-10 for the three-year comparative
production volumes in the United States.
International Upstream Exploration and Production
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Income* |
|
$ |
14,584 |
|
|
|
$ |
10,284 |
|
|
$ |
8,872 |
|
|
|
|
|
|
*Includes Foreign Currency Effects: |
|
|
$ 873 |
|
|
|
|
$ (417 |
) |
|
|
$ (371 |
) |
International upstream income of $14.6 billion in 2008 increased $4.3 billion from 2007.
Higher prices for crude oil and natural gas increased earnings by $4.9 billion. Partially
offsetting the benefit of higher prices was an impact of about $1.8 billion associated with a
reduction of crude-oil sales volumes due to
timing of certain cargo liftings and higher depreciation and operating expenses. Foreign
currency effects benefited earnings by $873 million in 2008, compared with reductions to earnings
of $417 million in 2007 and $371 million in 2006.
FS-6
Income in 2007 of $10.3 billion increased $1.4 billion from 2006. Earnings in 2007 benefited
approximately $1.6 billion from higher prices, primarily for crude oil, and $300 million from
increased liftings. Non-recurring income-tax items also benefited earnings between periods. These
benefits to income were partially offset by the impact of higher operating and depreciation
expenses.
The companys average realization for crude oil and natural gas liquids in 2008 was $86.51 per
barrel, compared with $65.01 in 2007 and $57.65 in 2006. The average natural gas realization was
$5.19 per thousand cubic feet in 2008, compared with $3.90 and $3.73 in 2007 and 2006,
respectively.
Net oil-equivalent production of 1.86 million
barrels per day in 2008 declined about 1 percent and 2
percent from 2007 and 2006, respectively. The volumes
for each year included production from oil sands in
Canada. Volumes in 2006 also included production under
an operating service agreement in Venezuela until its
conversion to a joint-stock company in October of that
year. Absent the impact of higher prices on certain
production-sharing and variable-royalty agreements, net
oil-equivalent production increased between 2007 and
2008. The decline in 2007 from 2006 was associated with
the impact of the contract conversion in Venezuela and
the impact of higher prices on production-sharing
agreements.
The net liquids component of oil-equivalent
production was 1.3 million barrels per day in 2008, a
decrease of 5 percent from 2007 and 9 percent from
2006. Net natural gas production of 3.6 billion cubic
feet per day in 2008 was up 9 percent and 15 percent
from 2007 and 2006, respectively.
Refer to the
Selected Operating Data table, on page FS-10, for the
three-year comparative of international production
volumes.
U.S. Downstream Refining, Marketing and Transportation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Income |
|
$ |
1,369 |
|
|
|
$ |
966 |
|
|
$ |
1,938 |
|
|
|
|
|
|
U.S downstream earnings of $1.4 billion in 2008
increased about $400 million from 2007 due mainly to
improved margins on the sale of refined products and
gains on derivative commodity instruments. Operating
expenses were higher between periods. Income of $966
million in 2007 decreased nearly $1 billion from 2006.
The decline was associated mainly with lower refined-product margins and higher planned and unplanned
refinery downtime than a year earlier. Operating
expenses were also higher in 2007 than in 2006.
Sales volumes of refined products were 1.41 million barrels
per day in 2008, a decrease of 3 percent from 2007.
The decline was associated with reduced sales of
gasoline and fuel oil. Sales volumes of refined
products were 1.46 million barrels per day in 2007, a
decrease of 3 percent from 2006. The reported sales
volume for 2007 was on a different basis than 2006 due
to a change in accounting rules that became effective
April 1, 2006, for certain purchase-and-sale (buy/
sell) contracts with the same counterparty. Excluding
the
impact of this accounting standard, refined-product sales in 2007 decreased 1 percent from
2006. Branded gasoline sales volumes of 601,000 barrels per day in 2008 was
down about 4 percent and 2 percent from 2007 and 2006,
respectively.
Refer to the Selected Operating Data
table on page FS-10 for a three-year comparative of
sales volumes of gasoline and other refined products
and refinery-input volumes. Refer also to Note 14,
Accounting for Buy/Sell Contracts, on page FS-43 for
a discussion of the accounting for purchase-and-sale
contracts with the same counterparty.
International Downstream Refining, Marketing and Transportation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Income* |
|
$ |
2,060 |
|
|
|
$ |
2,536 |
|
|
$ |
2,035 |
|
|
|
|
|
|
*Includes Foreign Currency Effects: |
|
|
$ 193 |
|
|
|
|
$ 62 |
|
|
|
$ 98 |
|
International downstream income of $2.1 billion in
2008 decreased nearly $500 million from 2007. Earnings
in 2007 included gains of approximately $1 billion on
the sale of assets, which included an interest in a
refinery and marketing assets in the Benelux region of
Europe. The $500 million improvement otherwise between
years was associated primarily with a benefit from
gains on derivative commodity instruments that was only
partially offset by the impact of lower margins on the
sale of refined products. Foreign currency effects
increased earnings by $193 million in 2008, compared
with $62 million in 2007. Income in 2007 of $2.5
billion increased $500 million from 2006, largely due
to the gains on asset sales. Margins on the sale of
refined products in 2007 were up slightly from 2006.
Operating expenses were higher, and earnings from the
companys shipping operations were lower.
FS-7
|
|
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|
|
|
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
Refined-product
sales volumes were 2.02
million barrels per day
in 2008, about 1 percent
lower than 2007 due
mainly to reduced sales
of gas oil and fuel oil.
Refined product sales
volumes were 2.03 million
barrels per day in 2007,
about 5 percent lower
than 2006. The decline in
2007 was largely due to
the impact of asset sales
and the accounting-standard
change for buy/sell
contracts. Excluding the
accounting change, sales
decreased about 4
percent.
Refer to the
Selected Operating Data
table, on page FS-10, for
a three-year comparative
of sales volumes of gasoline
and other refined
products and refinery-input volumes. Refer also to Note 14, Accounting for Buy/Sell
Contracts, on page FS-43 for a discussion of the
accounting for purchase-and-sale contracts with the same counterparty.
Chemicals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Income* |
|
$ |
182 |
|
|
|
$ |
396 |
|
|
$ |
539 |
|
|
|
|
|
|
*Includes Foreign Currency Effects: |
|
|
$ (18 |
) |
|
|
|
$ (3 |
) |
|
|
$ (8 |
) |
The chemicals segment includes the companys
Oronite subsidiary and the 50 percent-owned Chevron
Phillips Chemical Company LLC (CPChem). In 2008,
earnings were $182 million, compared with $396 million
and $539 million in 2007 and 2006, respectively.
Earnings declined in 2008 due to lower sales volumes of
commodity chemicals by CPChem. Higher expenses for
planned maintenance activities also contributed to the
earnings decline. Earnings also declined for the
companys Oronite subsidiary due to lower volumes and
higher operating expenses. In 2007, earnings of $396
million decreased $143 million from 2006 due to the impact
of lower margins on the sale of commodity chemicals by
CPChem that were only partially offset by improved
margins on Oronites sales of additives for lubricants
and fuel.
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Net Charges* |
|
$ |
(1,390 |
) |
|
|
$ |
(26 |
) |
|
$ |
(516 |
) |
|
|
|
|
|
*Includes Foreign Currency Effects: |
|
|
$ (186 |
) |
|
|
|
$ 6 |
|
|
|
$ 62 |
|
All Other includes mining operations, power generation businesses,
worldwide cash management and debt financing activities, corporate
administrative functions, insurance operations, real estate activities,
alternative fuels and technology companies, and the companys interest in
Dynegy prior to its sale in May 2007.
Net charges in 2008 increased $1.4 billion from 2007. Results in 2007 included
a $680 million gain on the sale of the companys investment in Dynegy
common stock and a loss of approximately $175 million associated with the early redemption of Texaco Capital Inc. bonds.
Results in 2008 included net
unfavorable
corporate tax items and increased costs of environmental remediation for sites that previously had been
closed or sold. Foreign exchange effects also contributed to the
increase in net charges between years. Net charges of $26 million in
2007 decreased $490 million from 2006 due mainly to the
Dynegy-related gain in 2007.
Consolidated Statement of Income
Comparative amounts for certain income statement
categories are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Sales and other operating revenues |
|
$ |
264,958 |
|
|
|
$ |
214,091 |
|
|
$ |
204,892 |
|
|
|
|
|
|
Sales and other operating revenues increased in
the comparative periods due mainly to higher prices
for crude oil, natural gas and refined products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Income from equity affiliates |
|
$ |
5,366 |
|
|
|
$ |
4,144 |
|
|
$ |
4,255 |
|
|
|
|
|
|
FS-8
Income from equity affiliates increased in 2008 from 2007 on improved upstream-related
earnings at Tengizchevroil (TCO) due to higher prices for crude oil. Lower income from equity affiliates
between 2006 and 2007 was mainly due to a decline in earnings from CPChem, Dynegy (sold in
May 2007) and downstream affiliates in the Asia-Pacific area. Partially offsetting these declines
were improved results for TCO and income for a full year from Petroboscan, which was converted from
an operating service agreement to a joint-stock company in October 2006. Refer to Note 12,
beginning on page FS-41, for a discussion of Chevrons investments in affiliated companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Other income |
|
$ |
2,681 |
|
|
|
$ |
2,669 |
|
|
$ |
971 |
|
|
|
|
|
Other income of $2.7 billion in 2008 included gains of approximately $1.3 billion on asset
sales. Other income of $2.7 billion in 2007 included net gains of $1.7 billion from asset sales and
a loss of $245 million on the early redemption of debt. Interest income was approximately $340
million in 2008 and $600 million in both 2007 and 2006. Foreign currency effects benefited other
income by $355 million in 2008 while reducing other income by $352 million and $260 million in 2007
and 2006, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Purchased crude oil and products |
|
$ |
171,397 |
|
|
|
$ |
133,309 |
|
|
$ |
128,151 |
|
|
|
|
|
Crude oil and product purchases in 2008 increased $38.1 billion from 2007 due to higher prices
for crude oil, natural gas and refined products. Crude oil and product purchases in 2007 increased
more than $5 billion from 2006 due to these same factors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Operating,
selling, general and
administrative expenses |
|
$ |
26,551 |
|
|
|
$ |
22,858 |
|
|
$ |
19,717 |
|
|
|
|
|
Operating, selling, general and administrative expenses in 2008 increased approximately $3.7
billion from 2007 primarily due to $1.2 billion of higher costs for employee and contract labor;
$800 million of increased costs for materials, services and equipment; $700 million of uninsured
losses associated with hurricanes in the Gulf of Mexico in 2008; and an increase of about $300
million for environmental remediation activities. Total expenses were about $3.1 billion higher in
2007 than in 2006. Increases were recorded in a number of categories, including $1.5 billion of
higher costs for employee and contract labor.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Exploration expense |
|
$ |
1,169 |
|
|
|
$ |
1,323 |
|
|
$ |
1,364 |
|
|
|
|
|
Exploration expenses in 2008 declined from 2007 due mainly to lower amounts for well
write-offs for operations in the United States. Expenses in 2007 were essentially unchanged from
2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Depreciation, depletion and
amortization |
|
$ |
9,528 |
|
|
|
$ |
8,708 |
|
|
$ |
7,506 |
|
|
|
|
|
Depreciation, depletion and amortization expenses increased in 2008 from 2007 largely due to
higher depreciation rates for certain crude oil and natural gas producing fields, reflecting
completion of higher-cost development projects and asset-retirement obligations. The increase
between 2006 and 2007 reflects an increase in charges related to asset write-downs and higher
depreciation rates for certain crude oil and natural gas producing fields worldwide.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Taxes other than on income |
|
$ |
21,303 |
|
|
|
$ |
22,266 |
|
|
$ |
20,883 |
|
|
|
|
|
Taxes other than on income decreased between 2007 and 2008 periods mainly due to lower import
duties as a result of the effects of the 2007 sales of the companys Benelux refining and
marketing businesses and a decline in import volumes in the United Kingdom. Taxes other than on
income increased between 2006 and 2007 due to higher import duties in the companys U.K. downstream
operations in 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Interest and debt expense |
|
$ |
|
|
|
|
$ |
166 |
|
|
$ |
451 |
|
|
|
|
|
Interest and debt expense decreased significantly in 2008 because all interest-related
amounts were being capitalized. Interest and debt expense in 2007 decreased from 2006 primarily due
to lower average debt balances and higher amounts of interest capitalized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Income tax expense |
|
$ |
19,026 |
|
|
|
$ |
13,479 |
|
|
$ |
14,838 |
|
|
|
|
|
Effective income tax rates were 44 percent in 2008, 42 percent in 2007 and 46 percent in 2006.
Rates were higher between 2007 and 2008 primarily due to a greater proportion of income earned in
tax jurisdictions with higher income tax rates. In addition, the 2007 period included a relatively
low effective tax rate on the sale of the companys investment in Dynegy common stock and the sale
of downstream assets in Europe. Rates were lower in 2007 compared with 2006 due mainly to the
impact of nonrecurring items in 2007 mentioned above and the absence of 2006 charges related to a
tax-law change that increased tax rates on upstream operations in the U.K. North Sea and the
settlement of a tax claim in Venezuela. Refer also to the discussion of income taxes in Note 16
beginning on page FS-45.
FS-9
|
|
|
|
|
|
|
|
|
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected Operating Data1,2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
U.S. Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Crude Oil and Natural Gas
Liquids Production (MBPD) |
|
|
421 |
|
|
|
|
460 |
|
|
|
462 |
|
Net Natural Gas Production (MMCFPD)3 |
|
|
1,501 |
|
|
|
|
1,699 |
|
|
|
1,810 |
|
Net Oil-Equivalent Production (MBOEPD) |
|
|
671 |
|
|
|
|
743 |
|
|
|
763 |
|
Sales of Natural Gas (MMCFPD) |
|
|
7,226 |
|
|
|
|
7,624 |
|
|
|
7,051 |
|
Sales of Natural Gas Liquids (MBPD) |
|
|
159 |
|
|
|
|
160 |
|
|
|
124 |
|
Revenues From Net Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquids ($/Bbl) |
|
$ |
88.43 |
|
|
|
$ |
63.16 |
|
|
$ |
56.66 |
|
Natural Gas ($/MCF) |
|
$ |
7.90 |
|
|
|
$ |
6.12 |
|
|
$ |
6.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Crude Oil and Natural Gas
Liquids Production (MBPD) |
|
|
1,228 |
|
|
|
|
1,296 |
|
|
|
1,270 |
|
Net Natural Gas Production (MMCFPD)3 |
|
|
3,624 |
|
|
|
|
3,320 |
|
|
|
3,146 |
|
Net Oil-Equivalent
Production (MBOEPD)4 |
|
|
1,859 |
|
|
|
|
1,876 |
|
|
|
1,904 |
|
Sales Natural Gas (MMCFPD) |
|
|
4,215 |
|
|
|
|
3,792 |
|
|
|
3,478 |
|
Sales Natural Gas Liquids (MBPD) |
|
|
114 |
|
|
|
|
118 |
|
|
|
102 |
|
Revenues From Liftings |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquids ($/Bbl) |
|
$ |
86.51 |
|
|
|
$ |
65.01 |
|
|
$ |
57.65 |
|
Natural Gas ($/MCF) |
|
$ |
5.19 |
|
|
|
$ |
3.90 |
|
|
$ |
3.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Oil-Equivalent Production
(MBOEPD)3,4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
671 |
|
|
|
|
743 |
|
|
|
763 |
|
International |
|
|
1,859 |
|
|
|
|
1,876 |
|
|
|
1,904 |
|
|
|
|
|
|
|
Total |
|
|
2,530 |
|
|
|
|
2,619 |
|
|
|
2,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline Sales (MBPD)5 |
|
|
692 |
|
|
|
|
728 |
|
|
|
712 |
|
Other Refined-Product Sales (MBPD) |
|
|
721 |
|
|
|
|
729 |
|
|
|
782 |
|
|
|
|
|
|
|
Total (MBPD)6 |
|
|
1,413 |
|
|
|
|
1,457 |
|
|
|
1,494 |
|
Refinery Input (MBPD) |
|
|
891 |
|
|
|
|
812 |
|
|
|
939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline Sales (MBPD)5 |
|
|
589 |
|
|
|
|
581 |
|
|
|
595 |
|
Other Refined-Product Sales (MBPD) |
|
|
1,427 |
|
|
|
|
1,446 |
|
|
|
1,532 |
|
|
|
|
|
|
|
Total (MBPD)6, 7 |
|
|
2,016 |
|
|
|
|
2,027 |
|
|
|
2,127 |
|
Refinery Input (MBPD) |
|
|
967 |
|
|
|
|
1,021 |
|
|
|
1,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Includes interest in affiliates.
|
2 MBPD = Thousands of barrels per day; MMCFPD = Millions of cubic feet per day; |
MBOEPD = Thousands of barrels of oil-equivalents per day; Bbl = Barrel; |
MCF = Thousands of cubic feet. Oil-equivalent gas (OEG) conversion ratio is 6,000 cubic feet |
of gas = 1 barrel of oil. |
3 Includes natural gas consumed in operations (MMCFPD): |
United States |
|
|
70 |
|
|
|
65 |
|
|
|
56 |
|
International |
|
|
450 |
|
|
|
433 |
|
|
|
419 |
|
4 Includes other produced volumes (MBPD): |
|
|
|
|
|
|
|
|
|
|
|
|
Athabasca Oil Sands Net |
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
Boscan Operating Service Agreement |
|
|
|
|
|
|
|
|
|
|
82 |
|
|
|
|
|
|
|
27 |
|
|
|
27 |
|
|
|
109 |
|
5 Includes branded and unbranded gasoline. |
6 Includes volumes for buy/sell contracts (MBPD): |
United States |
|
|
|
|
|
|
|
|
|
|
26 |
|
International |
|
|
|
|
|
|
|
|
|
|
24 |
|
7 Includes sales of affiliates (MBPD): |
|
|
512 |
|
|
|
492 |
|
|
|
492 |
|
Liquidity and Capital Resources
Cash, cash equivalents and marketable securities Total balances were $9.6 billion and $8.1 billion
at December 31, 2008 and 2007, respectively. Cash provided by operating activities in 2008 was
$29.6 billion, compared with $25.0 billion in 2007 and $24.3 billion in 2006.
Cash provided by operating activities was net of contributions to employee pension plans of
approximately $800 million, $300 million and $400 million in 2008, 2007 and 2006, respectively.
Cash provided by investing activities included proceeds from asset sales of $1.5 billion in 2008,
$3.3 billion in 2007 and $1.0 billion in 2006.
At December 31, 2008, restricted cash of $367 million associated with capital-investment projects
at the companys Pascagoula, Mississippi, refinery and Angola liquefied natural gas project was
invested in short-term marketable securities and reclassified from cash equivalents to a long-term
asset on the Consolidated Balance Sheet.
Dividends The company paid dividends of approximately $5.2 billion in 2008, $4.8 billion in
2007 and $4.4 billion in 2006. In April 2008, the company increased its quarterly common stock
dividend by 12.1 percent to $0.65 per share.
Debt, capital lease and minority interest obligations Total debt and capital lease balances
were $8.9 billion at December 31, 2008, up from $7.2 billion at year-end 2007. The company also
had minority interest obligations of $469 million and $204 million at December 31, 2008 and 2007,
respectively.
The $1.7 billion increase in total debt and capital lease obligations during 2008 included the
net effect of an approximate $2.7 billion increase in commercial paper and $749 million of Chevron
Canada Funding Company bonds that matured. The companys debt and capital lease obligations due
within one year, consisting primarily of commercial paper and the current portion of long-term
debt, totaled $7.8 billion at December 31, 2008, up from $5.5 billion at year-end 2007. Of these
amounts, $5.0 billion and $4.4 billion were reclassified to long-term at the end of each period,
respectively. At year-end 2008, settlement of these obligations was not expected to require the use
of working capital within one year, as the company had the intent and the ability, as evidenced by
committed credit facilities, to refinance them on a long-term basis.
At year-end 2008, the company had $5 billion in committed credit facilities with various major
banks, which permit the refinancing of short-term obligations on a long-term basis. These
facilities support commercial-paper borrowing and also can be used for general corporate purposes. The companys
practice has been to continually
FS-10
replace expiring commitments with new commitments on substantially the same terms, maintaining
levels management believes appropriate. Terms of new commitments in the future will be subject to
market conditions at the time of renewal. Any borrowings under the facilities would be
unsecured indebtedness at interest rates based on London Interbank Offered Rate or an average of
base lending rates published by specified banks and on terms reflecting the companys strong
credit rating. No borrowings were outstanding under these facilities at December 31, 2008. In
addition, the company has an automatic shelf registration statement that expires in March 2010 for
an unspecified amount of nonconvertible debt securities issued or guaranteed by the company. In
January 2009, the companys Board of Directors authorized the issuance of one or more series of
notes or debentures in an aggregate amount up to $5 billion for a term not to exceed ten years.
At December 31, 2008, the company had outstanding public bonds issued by Chevron Corporation
Profit Sharing/Savings Plan Trust Fund, Texaco Capital Inc. and Union Oil Company of California.
All of these securities are guaranteed by Chevron Corporation and are rated AA by Standard and
Poors Corporation and Aa1 by Moodys Investors Service. The companys U.S. commercial paper is
rated A-1+ by Standard and Poors and P-1 by Moodys. All of these ratings denote high-quality,
investment-grade securities.
The companys future debt level is dependent primarily on results of operations, the
capital-spending program and cash that may be generated from asset dispositions. During periods of
low prices for crude oil and natural gas and narrow margins for refined products and commodity
chemicals, the company has the flexibility to increase borrowings and/or modify capital-spending
plans to continue paying the common stock dividend and maintain the companys high-quality debt
ratings.
Common stock repurchase program In September 2007, the company authorized the acquisition of
up to $15 billion of additional common shares from time to time at prevailing prices, as permitted
by securities laws and other legal requirements and subject to market conditions and other factors.
The program is for a period of up to three years and may be discontinued at any time. Through
December 31, 2008, 119 million shares had been acquired under the program for $10.1 billion,
including $8.0 billion in 2008. These amounts include shares acquired in October 2008 as part of an
asset-exchange transaction described in Note 2 beginning on page FS-34. The company did not acquire
any shares in early 2009 and does not plan to acquire any shares in the 2009 first quarter.
Capital and exploratory expenditures Total reported expenditures for 2008 were $22.8 billion,
including $2.3 billion for the companys share of affiliates expenditures, which did not require
cash outlays by the company. In 2007 and 2006, expenditures were $20.0 billion and $16.6 billion,
respectively, including the companys share of affiliates expenditures of $2.3 billion and $1.9
billion in the corresponding periods.
Of the $22.8 billion in expenditures for 2008, about three-fourths, or $17.5 billion, related
to upstream activities. Approximately the same percentage was also expended for upstream operations
in 2007 and 2006. International upstream accounted for about 70 percent of the worldwide
upstream
investment in each of the three years, reflecting the companys continuing focus on opportunities
that are available outside the United States.
The company estimates that in 2009, capital and exploratory expenditures will be $22.8
billion, including $1.8 billion of spending by affiliates. About three-fourths of the total, or
$17.5 billion, is budgeted for exploration and production activities, with $13.9 billion of this
amount outside the United States. Spending in 2009 is primarily targeted for exploratory prospects
in the deepwater U.S. Gulf of Mexico, western Africa, and the Gulf of Thailand and major
development projects in Angola, Australia, Brazil, Indonesia, Nigeria, Thailand and the deepwater
U.S. Gulf of Mexico. Also included are one-time payments associated with upstream operating
agreements in China and the Partitioned Neutral Zone between Saudi Arabia and Kuwait.
FS-11
|
|
|
|
|
|
|
|
|
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
Capital and Exploratory Expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
|
2006 |
|
Millions of dollars |
|
U.S. |
|
|
Intl. |
|
|
Total |
|
|
|
U.S. |
|
|
Intl. |
|
|
Total |
|
|
|
U.S. |
|
|
Intl. |
|
|
Total |
|
|
|
|
|
|
|
|
|
Upstream Exploration and Production |
|
$ |
5,516 |
|
|
$ |
11,944 |
|
|
$ |
17,460 |
|
|
|
$ |
4,558 |
|
|
$ |
10,980 |
|
|
$ |
15,538 |
|
|
|
$ |
4,123 |
|
|
$ |
8,696 |
|
|
$ |
12,819 |
|
Downstream Refining, Marketing and
Transportation |
|
|
2,182 |
|
|
|
2,023 |
|
|
|
4,205 |
|
|
|
|
1,576 |
|
|
|
1,867 |
|
|
|
3,443 |
|
|
|
|
1,176 |
|
|
|
1,999 |
|
|
|
3,175 |
|
Chemicals |
|
|
407 |
|
|
|
78 |
|
|
|
485 |
|
|
|
|
218 |
|
|
|
53 |
|
|
|
271 |
|
|
|
|
146 |
|
|
|
54 |
|
|
|
200 |
|
All Other |
|
|
618 |
|
|
|
7 |
|
|
|
625 |
|
|
|
|
768 |
|
|
|
6 |
|
|
|
774 |
|
|
|
|
403 |
|
|
|
14 |
|
|
|
417 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,723 |
|
|
$ |
14,052 |
|
|
$ |
22,775 |
|
|
|
$ |
7,120 |
|
|
$ |
12,906 |
|
|
$ |
20,026 |
|
|
|
$ |
5,848 |
|
|
$ |
10,763 |
|
|
$ |
16,611 |
|
|
|
|
|
|
|
|
|
Total, Excluding Equity in Affiliates |
|
$ |
8,241 |
|
|
$ |
12,228 |
|
|
$ |
20,469 |
|
|
|
$ |
6,900 |
|
|
$ |
10,790 |
|
|
$ |
17,690 |
|
|
|
$ |
5,642 |
|
|
$ |
9,050 |
|
|
$ |
14,692 |
|
|
|
|
|
|
|
|
|
Worldwide downstream spending in 2009 is
estimated at $4.3 billion, with about $2.0 billion
for projects in the United States. Capital projects
include upgrades to refineries in the United States
and South Korea and construction of a gas-to-liquids
facility in support of associated upstream projects.
Investments in chemicals, technology and other
corporate businesses in 2009 are budgeted at $1.0
billion. Technology investments include projects
related to unconventional hydrocarbon technologies, oil
and gas reservoir management, and gas-fired and
renewable power generation.
Pension Obligations In 2008, the companys
pension plan contributions were $839 million (including
$577 million to the U.S. plans). The company estimates
contributions in 2009 will be approximately $800
million. Actual contribution amounts are dependent upon
plan-investment results, changes in pension
obligations, regulatory requirements and other economic
factors. Additional funding may be required if
investment returns are insufficient to offset
increases in plan obligations. Refer also to the
discussion of pension accounting in Critical
Accounting Estimates and Assumptions, beginning on
page FS-18.
Financial Ratios
Financial Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Current Ratio |
|
|
1.1 |
|
|
|
|
1.2 |
|
|
|
1.3 |
|
Interest Coverage Ratio |
|
|
166.9 |
|
|
|
|
69.2 |
|
|
|
53.5 |
|
Debt Ratio |
|
|
9.3 |
% |
|
|
|
8.6 |
% |
|
|
12.5 |
% |
|
|
|
|
|
Current Ratio current assets divided by current
liabilities. The current ratio in all periods was
adversely affected by the fact that Chevrons
inventories are valued on a Last-In, First-Out basis.
At year-end 2008, the book value of inventory was lower
than replacement costs, based on average acquisition
costs during the year, by approximately $9 billion.
Interest Coverage Ratio income before
income tax expense, plus interest and debt expense and
amortization of capitalized interest, divided by before-tax
interest costs. The companys interest coverage ratio was higher
between 2007 and 2008 and between 2006 and 2007, primarily due to higher
before-tax income and lower average debt balances in each of the subsequent years.
Debt Ratio total debt as a percentage of total debt plus equity.
The increase between 2007 and 2008 was primarily due to higher
debt. The decrease between 2006 and 2007 was due to lower debt and higher stockholders equity balance.
Guarantees, Off-Balance-Sheet Arrangements and
Contractual Obligations, and Other Contingencies
Direct Guarantee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
Commitment Expiration by Period |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2012 |
|
|
After |
|
|
|
Total |
|
|
2009 |
|
|
2011 |
|
|
2013 |
|
|
2013 |
|
|
Guarantee of non-consolidated affiliate or
joint-venture obligation |
|
$ |
613 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
76 |
|
|
$ |
537 |
|
|
The companys guarantee of approximately $600
million is associated with certain payments under a
terminal-use agreement entered into by a company affiliate. The terminal is expected to be operational by
2012. Over the approximate 16-year term of the
guarantee, the maximum guarantee amount will be reduced
as certain fees are paid by the affiliate.
FS-12
There are numerous cross-indemnity agreements with the
affiliate and the other partners to permit recovery of
any amounts paid under the guarantee. Chevron has
recorded no liability for its obligation under this
guarantee.
Indemnifications The company provided certain
indemnities of contingent liabilities of Equilon and
Motiva to Shell and Saudi Refining, Inc., in
connection with the February 2002 sale of the companys
interests in those investments. The company would be
required to perform if the indemnified liabilities
become actual losses. Were that to occur, the company
could be required to make future payments up to $300
million. Through the end of 2008, the company had paid
$48 million under these indemnities and continues to be
obligated for possible additional indemnification
payments in the future.
The company has also provided indemnities relating
to contingent environmental liabilities related to
assets originally contributed by Texaco to the Equilon
and Motiva joint ventures and environmental conditions
that existed prior to the formation of Equilon and
Motiva or that occurred during the period of Texacos
ownership interest in the joint ventures. In general,
the environmental conditions or events that are subject
to these indemnities must have arisen prior to December
2001. Claims must be asserted no later than February
2009 for Equilon indemnities and no later than February
2012 for Motiva indemnities. Under the terms of these
indemnities, there is no maximum limit on the amount of
potential future payments. In February 2009, Shell delivered a
letter to the company purporting to preserve
unmatured claims for certain Equilon indemnities. The letter itself provides no estimate of the ultimate claim amount,
and management does not believe the letter provides a basis to estimate the amount, if any, of a range of loss or potential
range of loss with respect to Equilon or the Motiva indemnities. The company posts no assets as collateral
and has made no payments under the indemnities.
The amounts payable for the indemnities described
above are to be net of amounts recovered from insurance
carriers and others and net of liabilities recorded by
Equilon or Motiva prior to September 30, 2001, for any
applicable incident.
In the acquisition of Unocal, the company assumed
certain indemnities relating to contingent
environmental liabilities associated with assets that
were sold in 1997. Under the indemnification
agreement, the companys liability is unlimited until
April 2022, when the indemnification expires. The
acquirer shares in certain environmental remediation
costs up to a maximum obligation of $200 million, which
had not been reached as of December 31, 2008.
Securitization During 2008, the company terminated
the program used to securitize downstream-related trade
accounts receivable. At year-end 2007, the balance of
securitized receivables was $675 million. As of
December 31, 2008, the company had no other
securitization arrangements in place.
Minority Interests The company has commitments of $469 million
related to minority interests in subsidiary companies.
Long-Term Unconditional Purchase Obligations and
Commitments, Including Throughput and Take-or-Pay
Agreements The company and its subsidiaries have
certain other contingent liabilities relating to
long-term unconditional purchase obligations and
commitments, including throughput and take-or-pay
agreements, some of which relate to
suppliers financing arrangements. The agreements typically
provide goods and services, such as pipeline and
storage capacity, drilling rigs, utilities, and
petroleum products, to be used or sold in the
ordinary course of the companys business. The
aggregate approximate amounts of required payments
under these various commitments are: 2009 $6.4
billion; 2010 $4.0 billion; 2011 $3.6 billion;
2012 $1.5 billion; 2013 $1.3 billion; 2014 and
after $4.3 billion. A portion of these commitments
may ultimately be shared with project partners. Total
payments under the agreements were approximately $5.1
billion in 2008, $3.7 billion in 2007 and $3.0
billion in 2006.
The following table summarizes the
companys significant contractual obligations:
Contractual Obligations1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
Payments Due by Period |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2012 |
|
|
After |
|
|
|
Total |
|
|
2009 |
|
|
2011 |
|
|
2013 |
|
|
2013 |
|
|
|
On Balance Sheet:2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt3 |
|
$ |
2,818 |
|
|
$ |
2,818 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-Term Debt3 |
|
|
5,742 |
|
|
|
|
|
|
|
5,061 |
|
|
|
74 |
|
|
|
607 |
|
Noncancelable Capital
Lease Obligations |
|
|
548 |
|
|
|
97 |
|
|
|
154 |
|
|
|
143 |
|
|
|
154 |
|
Interest |
|
|
2,133 |
|
|
|
174 |
|
|
|
322 |
|
|
|
312 |
|
|
|
1,325 |
|
Off-Balance-Sheet: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncancelable Operating
Lease Obligations |
|
|
2,888 |
|
|
|
503 |
|
|
|
835 |
|
|
|
603 |
|
|
|
947 |
|
Throughput and
Take-or-Pay Agreements |
|
|
15,726 |
|
|
|
5,063 |
|
|
|
5,383 |
|
|
|
1,261 |
|
|
|
4,019 |
|
Other Unconditional
Purchase Obligations4 |
|
|
5,356 |
|
|
|
1,342 |
|
|
|
2,159 |
|
|
|
1,541 |
|
|
|
314 |
|
|
|
1 |
|
Excludes contributions for pensions and
other postretirement benefit plans. Information on
employee benefit plans is contained in Note 22
beginning on page FS-51. |
|
2 |
|
Does not include amounts related to the
companys income tax liabilities associated with
uncertain tax positions. The company is unable to
make reasonable estimates for the periods in which
these liabilities may become payable. The company
does not expect settlement of such liabilities will
have a material effect on its results of operations,
consolidated financial position or liquidity in any
single period. |
|
3 |
|
$5.0 billion of short-term debt that
the company expects to refinance is included in
long-term debt. The repayment schedule above reflects the projected repayment of the entire amounts in
the 20102011 period. |
|
4 |
|
Does not include obligations to
purchase the companys share of natural gas liquids
and regasified natural gas associated with
operations of the 36.4 percent-owned Angola LNG affiliate. The LNG plant is expected to commence
operations in 2012 and is designed to produce 5.2
million metric tons of liquefied natural gas and
related natural gas liquids per year. Volumes and
prices associated with these purchase obligations are
neither fixed nor determinable. |
Financial and Derivative Instruments
The market risk associated with the companys
portfolio of financial and derivative instruments is
discussed below. The estimates of financial exposure
to market risk discussed below do not represent the
companys projection of future market changes. The
actual impact of future market changes could differ
materially due to factors discussed elsewhere in this
report, including those set forth under the heading
Risk
FS-13
|
|
|
|
|
|
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|
|
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
Factors in Part I,
Item 1A, of the
companys 2008 Annual Report on Form 10-K.
Derivative
Commodity Instruments Chevron is exposed to market risks related
to the price volatility of crude oil, refined products, natural gas,
natural gas liquids, liquefied natural gas and refinery feedstocks.
The company uses derivative commodity instruments
to manage these exposures on a portion of its activity,
including firm commitments and anticipated
transactions for the purchase, sale and storage of
crude oil, refined products, natural gas, natural gas
liquids and feedstock for company refineries. The
company also uses derivative commodity instruments for
limited trading purposes. The results of this activity
were not material to the companys financial position,
net income or cash flows in 2008.
The companys market
exposure positions are monitored and managed on a daily
basis by an internal Risk Control group to ensure
compliance with the companys risk management policies
that have been approved by the Audit Committee of the companys Board of Directors.
The derivative instruments used in the companys
risk management and trading activities consist mainly
of futures, options and swap contracts traded on the
NYMEX (New York Mercantile Exchange) and on electronic
platforms of ICE (Inter-Continental Exchange) and
GLOBEX (Chicago Mercantile Exchange). In addition,
crude oil, natural gas and refined-product swap
contracts and option contracts are entered into
principally with major financial institutions and
other oil and gas companies in the over-the-counter
markets.
Virtually all derivatives beyond those
designated as normal purchase and normal sale contracts
are recorded at fair value on the Consolidated Balance
Sheet with resulting gains and losses reflected in
income. Fair values are derived principally from
published market quotes and other independent
third-party quotes. The change in fair value from
Chevrons derivative commodity instruments in 2008 was
a quarterly average increase of $160 million in total
assets and a quarterly average decrease of $1 million
in total liabilities.
The company uses a Value-at-Risk
(VaR) model to estimate the potential loss in fair
value on a single day from the effect of adverse
changes in market conditions on derivative instruments
held or issued, which are recorded on the balance sheet
at December 31, 2008, as derivative instruments in
accordance with FAS Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities, as
amended (FAS 133). VaR is the maximum loss not to be
exceeded within a given probability or confidence
level over a given period of time. The companys VaR
model uses the Monte Carlo simulation method that
involves generating hypothetical scenarios from the
specified probability distribution and constructing a
full distribution of a portfolios potential values.
The VaR model utilizes an exponentially weighted moving
average for computing historical volatilities and
correlations, a 95 percent confidence level, and a
one-day holding period. That is, the companys 95
percent, one-day VaR corresponds to the unrealized loss
in portfolio value that would not be exceeded on
average more than one in every 20 trading days, if the
portfolio were held constant for one day.
The one-day holding period is based on the
assumption that market-risk positions can be liquidated
or hedged within one day. For hedging and risk
management, the company uses conventional
exchange-traded instruments such as futures and options
as well as non-exchange-traded swaps, most of which can
be liquidated or hedged effectively within one day. The
table below presents the 95 percent/one-day VaR for
each of the companys primary risk exposures in the
area of derivative commodity instruments at December
31, 2008 and 2007. The higher amounts in 2008 were
associated with an increase in price volatility for
these commodities during the year.
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
|
|
|
Crude Oil |
|
$ |
39 |
|
|
|
$ |
29 |
|
Natural Gas |
|
|
5 |
|
|
|
|
3 |
|
Refined Products |
|
|
45 |
|
|
|
|
23 |
|
|
|
|
|
Foreign Currency The company enters into forward
exchange contracts, generally with terms of 180 days
or less, to manage some of its foreign currency
exposures. These exposures include revenue and
anticipated purchase transactions, including foreign
currency capital expenditures and lease commitments,
forecasted to occur within 180 days. The forward
exchange contracts are recorded at fair value on the
balance sheet with resulting gains and losses reflected in income.
The aggregate effect of a hypothetical 10 percent
increase in the value of the U.S. dollar at year-end
2008 would be a reduction in the fair value of the
foreign exchange contracts of approximately $100
million. The effect would be the opposite for a
hypothetical 10 percent decrease in the value of the
U.S. dollar at year-end 2008.
Interest
Rates The company enters into
interest-rate swaps from time to time as part of its
overall strategy to manage the interest rate risk on
its debt. Under the terms of the swaps, net cash
settlements are based on the difference between fixed-rate and floating-rate interest amounts calculated
by reference to agreed notional principal amounts.
Interest rate swaps related to a portion of the
companys fixed-rate debt are accounted for as fair
value hedges. Interest rate swaps related to floating-rate debt are recorded at fair value on the
balance sheet with resulting gains and losses reflected in income. At year-end 2008, the company had no
interest-rate swaps on floating-rate debt. The
companys only interest-rate swaps on fixed-rate debt
matured in January 2009.
FS-14
Transactions With Related Parties
Chevron enters into a number of business arrangements
with related parties, principally its equity affiliates. These arrangements include long-term supply or
offtake agreements and long-term purchase agreements.
Refer to Other Information in Note 12 of the
Consolidated Financial Statements, page FS-42, for
further discussion. Management believes these
agreements
have been negotiated on terms consistent with those that would have been negotiated with an
unrelated party.
Litigation and Other Contingencies
MTBE Chevron and many other companies in the petroleum industry have used methyl tertiary butyl
ether (MTBE) as a gasoline additive. In October 2008, 59 cases were settled in which the company
was a party and which related to the use of MTBE in certain oxygenated gasolines and the alleged
seepage of MTBE into groundwater. The terms of this agreement are confidential and not material to
the companys results of operations, liquidity or financial position.
Chevron is a party to 37 other pending lawsuits and claims, the majority of which involve numerous
other petroleum marketers and refiners. Resolution of these lawsuits and claims may ultimately
require the company to correct or ameliorate the alleged effects on the environment of prior
release of MTBE by the company or other parties. Additional lawsuits and claims related to the use
of MTBE, including personal-injury claims, may be filed in the future. The settlement of the 59
lawsuits did not set any precedents related to standards of liability to be used to judge the
merits of the claims, corrective measures required or monetary damages to be assessed for the
remaining lawsuits and claims or future lawsuits and claims. As a result, the companys ultimate
exposure related to pending lawsuits and claims is not currently determinable, but could be
material to net income in any one period. The company no longer uses MTBE in the manufacture of
gasoline in the United States.
RFG Patent Fourteen purported class actions were brought by consumers who purchased
reformulated gasoline (RFG) from January 1995 through August 2005, alleging that Unocal misled the
California Air Resources Board into adopting standards for composition of RFG that overlapped with
Unocals undisclosed and pending patents. The parties agreed to a settlement that calls for, among
other things, Unocal to pay $48 million and for the establishment of a cy pres fund to administer
payout of the award. The court approved the final settlement in November 2008.
Ecuador Chevron is a
defendant in a civil lawsuit before the Superior Court of Nueva Loja in Lago Agrio, Ecuador,
brought in May 2003 by plaintiffs who claim to be representatives of certain residents of an area
where an oil production consortium formerly had operations. The lawsuit alleges damage to the
environment from the oil exploration and production operations, and seeks unspecified damages to
fund environmental remediation and restoration of the alleged environmental harm, plus a health
monitoring program. Until 1992, Texaco Petroleum Company (Texpet), a subsidiary of Texaco Inc., was
a minority member of this consortium with Petroecuador, the Ecuadorian state-owned
oil company, as
the majority partner; since 1990, the operations have been conducted solely by Petroecuador. At the
conclusion of the consortium and following an
independent third-party environmental audit of the concession area, Texpet entered into a
formal agreement with the Republic of Ecuador and Petroecuador for Texpet to remediate specific
sites assigned by the government in proportion to Texpets ownership share of the consortium.
Pursuant to that agreement, Texpet conducted a three-year remediation program at a cost of $40
million. After certifying that the sites were properly remediated, the government granted Texpet
and all related corporate entities a full release from any and all environmental liability arising
from the consortium operations.
Based on the history described above, Chevron believes that this lawsuit lacks legal or
factual merit. As to matters of law, the company believes first, that the court lacks jurisdiction
over Chevron; second, that the law under which plaintiffs bring the action, enacted in 1999, cannot
be applied retroactively to Chevron; third, that the claims are barred by the statute of
limitations in Ecuador; and, fourth, that the lawsuit is also barred by the releases from liability
previously given to Texpet by the Republic of Ecuador and Petroecuador. With regard to the facts,
the company believes that the evidence confirms that Texpets remediation was properly conducted
and that the remaining environmental damage reflects Petroecuadors failure to timely fulfill its
legal obligations and Petroecuadors further conduct since assuming full control over the
operations.
In April 2008, a mining engineer appointed by the court to identify and determine the cause of
environmental damage, and to specify steps needed to remediate it, issued a report recommending
that the court assess $8 billion, which would, according to the engineer, provide financial
compensation for purported damages, including wrongful death claims, and pay for, among other
items, environmental remediation, health care systems, and additional infrastructure for
Petroecuador. The engineers report also asserted that an additional $8.3 billion could be assessed
against Chevron for unjust enrichment. The engineers report is not binding on the court. Chevron
also believes that the engineers work was performed and his report prepared in a manner contrary
to law and in violation of the courts orders. Chevron submitted a rebuttal to the report in which
it asked the court to strike the report in its entirety. In November 2008, the engineer revised the
report and, without additional evidence, recommended an increase in the financial compensation for
purported damages to a total of $18.9 billion and an increase in the assessment for purported
unjust enrichment to a total of $8.4 billion. Chevron submitted a rebuttal to the revised report,
and Chevron will continue a vigorous defense of any attempted imposition of liability.
Management does not believe an estimate of a reasonably possible loss (or a range of loss) can
be made in this case. Due to the defects associated with the engineers report, management does not
believe the report itself has any utility in calculating a reasonably possible loss (or a range of
loss). Moreover, the highly uncertain legal environment surrounding the case provides no
basis for management to
FS-15
|
|
|
|
|
|
|
|
|
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
estimate a reasonable possible loss (or a range of loss).
Environmental The company is
subject to loss contingencies pursuant to
environmental laws and regulations that in
the future may require the company to take
action to correct or ameliorate the
effects on the environment of prior release
of chemicals or petroleum substances, including MTBE, by the company
or other parties. Such
contingencies may exist for various sites, including, but not limited to, federal Superfund sites and analogous sites under
state laws, refineries, crude oil fields, service stations, terminals, land development areas, and
mining operations, whether operating, closed or divested. These future costs are not fully
determinable due to such factors as the unknown magnitude of possible contamination, the unknown
timing and extent of the corrective actions that may be required, the determination of the
companys liability in proportion to other responsible parties, and the extent to which such
costs are recoverable from third parties.
Although the company has provided for known environmental obligations that are probable and
reasonably estimable, the amount of additional future costs may be material to results of
operations in the period in which they are recognized. The company does not expect these costs will
have a material effect on its consolidated financial position or liquidity. Also, the company does
not believe its obligations to make such expenditures have had, or will have, any significant
impact on the companys competitive position relative to other U.S. or international petroleum or
chemical companies.
The following table displays the annual changes to the companys before-tax environmental
remediation reserves, including those for federal Superfund sites and analogous sites under state
laws.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Balance at January 1 |
|
$ |
1,539 |
|
|
|
$ |
1,441 |
|
|
$ |
1,469 |
|
Net Additions |
|
|
784 |
|
|
|
|
562 |
|
|
|
366 |
|
Expenditures |
|
|
(505 |
) |
|
|
|
(464 |
) |
|
|
(394 |
) |
|
|
|
|
|
Balance at December 31 |
|
$ |
1,818 |
|
|
|
$ |
1,539 |
|
|
$ |
1,441 |
|
|
|
|
|
|
Included in the $1,818 million year-end 2008 reserve balance were remediation activities of
248 sites for which
the company had been identified as a potentially responsible party or otherwise
involved in the remediation by the U.S. Environmental Protection Agency (EPA) or other regulatory
agencies under the provisions of the federal Superfund law or analogous state laws. The companys
remediation reserve for these sites at year-end 2008 was $120 million. The federal Superfund law and analogous state laws provide for joint
and several liability for all responsible parties. Any future actions by the EPA or other
regulatory agencies to require Chevron to assume other potentially responsible parties costs at
designated hazardous waste sites are not expected to have a material effect on the companys
consolidated financial position or liquidity.
Of the remaining year-end 2008 environmental reserves balance of $1,698 million, $968 million
related to current and former sites for the companys U.S. downstream operations, including
refineries and other plants, marketing locations (i.e., service stations and terminals), and
pipelines. The remaining $730 million was associated with various sites in international downstream
($117 million), upstream ($390 million), chemicals ($154 million) and other ($69 million).
Liabilities at all sites, whether operating, closed or divested, were primarily associated with the
companys plans and activities to remediate soil or groundwater contamination or both. These and
other activities include one or more of the following: site assessment; soil excavation; offsite
disposal of contaminants; onsite containment, remediation and/or extraction of petroleum
hydrocarbon liquid and vapor from soil; groundwater extraction and treatment; and monitoring of the
natural attenuation of the contaminants.
The company manages environmental liabilities under specific sets of regulatory requirements,
which in the United States include the Resource Conservation and Recovery Act and various state or
local regulations. No single remediation site at year-end 2008 had a recorded liability that was
material to the companys financial position, results of operations or liquidity.
It is likely that the company will continue to incur additional liabilities, beyond those
recorded, for environmental remediation relating to past operations. These future costs are not
fully determinable due to such factors as the unknown magnitude of possible contamination, the
unknown timing and extent of the corrective actions that may be required, the determination of the
companys liability in proportion to other responsible parties, and the extent to which such costs
are recoverable from third parties.
The company accounts for asset retirement obligations in
accordance with FASB Statement No. 143, Accounting for Asset Retirement Obligations (FAS 143).
Under FAS 143, the fair value of a liability for an asset retirement obligation is recorded when
there is a legal obligation associated with the retirement of long-lived assets and the liability
can be
FS-16
reasonably estimated. The liability balance of approximately $9.4 billion for asset
retirement obligations at year-end 2008 related primarily to upstream properties.
For the companys
other ongoing operating assets, such as refineries and chemicals facilities, no provisions are made
for exit or cleanup costs that may be required when such assets reach the end of their useful
lives unless a decision to sell or otherwise abandon the facility has been made, as the
indeterminate settlement dates for the asset retirements prevent estimation of the fair value of
the asset retirement obligation.
Refer
also to Note 24, beginning on page FS-58, related to FAS 143 and the companys adoption
in 2005 of FASB Interpretation No. (FIN) 47, Accounting for Conditional Asset Retirement
Obligations An Interpretation of FASB Statement No. 143 (FIN 47), and the discussion of
Environmental Matters below.
Income Taxes The company calculates its income tax expense and liabilities quarterly. These
liabilities generally are subject to audit and are not finalized with the individual taxing
authorities until several years after the end of the annual period for which income taxes have been
calculated. Refer to Note 16 beginning on page FS-45 for a discussion of the periods for which tax
returns have been audited for the companys major tax jurisdictions and a discussion for all tax
jurisdictions of the differences between the amount of tax benefits recognized in the financial
statements and the amount taken or expected to be taken in a tax return. The company does not
expect that settlement of income tax liabilities associated with uncertain tax positions will have
a material effect on its results of operations, consolidated financial position or liquidity.
The Emergency Economic Stabilization Act of 2008, which contained a number of energy and tax-related
provisions, known as the Energy Improvement and Extension Act of 2008 (the Act), was signed into
U.S. law in October 2008. The Act includes two provisions that affect Chevrons tax liability,
beginning in the fourth quarter of 2008. The Act freezes at 6 percent the domestic manufacturers
deduction on income from U.S. oil and gas operations that was scheduled to increase to 9 percent in
2010. Effective in 2009, the Act expands the current foreign tax credit (FTC) limitation for
Foreign Oil and Gas Extraction Income to also include foreign downstream income, known as Foreign
Oil Related Income. This change is expected to impact Chevrons utilization of FTCs.
Suspended Wells The company suspends the costs of exploratory wells pending a final
determination of the commercial potential of the related crude oil and natural gas fields. The
ultimate disposition of these well costs is dependent on the results of future drilling activity or
development decisions or both. At December 31, 2008, the company had approximately $2.1 billion of
suspended exploratory wells included in properties, plant and equipment, an increase of $458
million from 2007. The 2007 balance reflected an increase of $421 million from 2006.
The future
trend of the companys exploration expenses can be affected by amounts associated with well
write-offs, including wells that had been previously suspended pending determination as to whether
the well had found reserves
that could be classified as proved. The effect on exploration expenses
in future periods of the $2.1 billion of suspended wells at year-end 2008 is uncertain pending
future activities, including normal project evaluation and additional drilling.
Refer
to Note 20, beginning on page FS-48, for additional discussion of suspended wells.
Equity Redetermination For oil and gas producing operations, ownership agreements may provide
for periodic reassessments of equity interests in estimated crude oil and natural gas reserves.
These activities, individually or together, may result in gains or losses that could be material to
earnings in any given period. One such equity redetermination process has been under way since 1996
for Chevrons interests in four producing zones at the Naval Petroleum Reserve at Elk Hills,
California, for the time when the remaining interests in these zones were owned by the U.S.
Department of Energy. A wide range remains for a possible net settlement amount for the four zones.
For this range of settlement, Chevron estimates its maximum possible net before-tax liability at
approximately $200 million, and the possible maximum net amount that could be owed to Chevron is
estimated at about $150 million. The timing of the settlement and the exact amount within this
range of estimates are uncertain.
Other Contingencies Chevron receives claims from and submits
claims to customers; trading partners; U.S. federal, state and local regulatory bodies;
governments; contractors; insurers; and suppliers. The amounts of these claims, individually and in
the aggregate, may be significant and take lengthy periods to resolve.
The company and its affiliates also continue to review and analyze their operations and may close, abandon, sell,
exchange, acquire or restructure assets to achieve operational or strategic benefits and to improve
competitiveness and profitability. These activities, individually or together, may result in gains
or losses in future periods.
Environmental Matters
Virtually all aspects of the businesses in which the company engages are subject to various
federal, state and local environmental, health and safety laws and regulations. These regulatory
requirements continue to increase in both number and complexity over time and govern not only the
manner in which the company conducts its operations, but also the products it sells. Most of the
costs of complying with laws and regulations pertaining to company operations and products are
embedded in the normal costs of doing business.
Accidental leaks and spills requiring cleanup may occur in the ordinary course of business. In
addition to the costs for environmental protection associated with its ongoing operations and
products, the company may incur expenses for corrective actions at various owned and previously
owned facilities and at third-party-owned waste-disposal sites used by the company. An obligation
may arise when operations are closed or sold or at non-Chevron sites where company products have
been handled or disposed of. Most of the expenditures to fulfill
these obligations relate to facilities and sites where past
operations followed practices and procedures that were con-
FS-17
|
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|
|
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|
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
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sidered
acceptable at the time but now require investigative or remedial work or both to
meet current standards.
Using definitions and guidelines established by the American Petroleum Institute, Chevron
estimated its worldwide environmental spending in 2008 at approximately $3.1 billion for its
consolidated companies. Included in these expenditures were approximately $1.3 billion of
environmental capital expenditures and $1.8 billion of costs
associated with the prevention,
control, abatement or elimination of
hazardous substances and pollutants
from operating, closed or divested
sites, and the abandonment and
restoration of sites.
For 2009, total worldwide
environmental capital expenditures are
estimated at $2.2 billion. These
capital costs are in addition to the
ongoing costs of complying with
environmental regulations and the
costs to remediate previously
contaminated sites.
It is not possible to predict with certainty the
amount of additional investments in new or existing
facilities or amounts of incremental operating costs
to be incurred in the future to: prevent, control,
reduce or eliminate releases of hazardous materials
into the environment; comply with existing and new
environmental laws or regulations; or remediate and
restore areas damaged by prior releases of hazardous
materials. Although these costs may be significant to
the results of operations in any single period, the
company does not expect them to have a material effect
on the companys liquidity or financial position.
Critical Accounting Estimates and Assumptions
Management makes many estimates and assumptions in
the application of generally accepted accounting
principles (GAAP) that may have a material impact on
the companys consolidated financial statements and
related disclosures and on the comparability of such
information over different reporting periods. All such
estimates and assumptions affect reported amounts of
assets, liabilities, revenues and expenses, as well as
disclosures of contingent assets and liabilities.
Estimates and assumptions are based on managements
experience and other information available prior to the
issuance of the financial statements. Materially
different results can occur as circumstances change and
additional information becomes known.
The discussion in this section of critical
accounting estimates or assumptions is according to
the disclosure guidelines of the Securities and
Exchange Commission (SEC), wherein:
|
1. |
|
the nature of the estimates or
assumptions is material due to the levels of
subjectivity and judgment neces- |
|
|
|
sary to
account for highly uncertain matters or the
susceptibility of such matters to change; and |
|
2. |
|
the impact of the estimates and
assumptions on the companys financial
condition or operating performance is
material. |
Besides those meeting these critical criteria,
the company makes many other accounting estimates and
assumptions in preparing its financial statements and
related disclosures. Although not associated with
highly uncertain matters, these estimates and
assumptions are also subject to revision as
circumstances warrant, and materially different
results may sometimes occur.
For example, the recording of deferred tax assets
requires an assessment under the accounting rules that
the future realization of the associated tax benefits
be more likely than not. Another example is the
estimation of crude oil and natural gas reserves under
SEC rules that require ... geological and engineering
data (that) demonstrate with reasonable certainty
(reserves) to be recoverable in future years from known
reservoirs under existing economic and operating
conditions, i.e., prices and costs as of the date the
estimate is made. Refer to Table V, Reserve Quantity
Information, beginning on page FS-67, for the changes
in these estimates for the three years ending December
31, 2008, and to Table VII, Changes in the
Standardized Measure of Discounted Future Net Cash
Flows From Proved Reserves on page FS-74 for estimates
of proved-reserve values for each of the three years
ended December 31, 2008, which were based on year-end
prices at the time. Note 1 to the Consolidated
Financial Statements, beginning on page FS-32, includes
a description of the successful efforts method of
accounting for oil and gas exploration and production
activities. The estimates of crude oil and natural gas
reserves are important to the timing of expense
recognition for costs incurred.
The discussion of the critical accounting policy
for Impairment of Properties, Plant and Equipment
and Investments in Affiliates, beginning on page
FS-20, includes reference to conditions under which
downward revisions of proved-reserve quantities could
result in impairments of oil and gas properties. This
commentary should be read in conjunction with
disclosures elsewhere in this discussion and in the
Notes to the Consolidated Financial Statements
related to estimates, uncertainties, contingencies
and new accounting standards. Significant accounting
policies are discussed in Note 1 to the Consolidated
Financial Statements, beginning on page FS-32. The
development and selection of accounting estimates
FS-18
and
assumptions, including those deemed critical, and
the associated disclosures in this discussion have
been discussed by management with the Audit Committee
of the Board of Directors.
The areas of accounting and the associated
critical estimates and assumptions made by the
company are as follows:
Pension and Other Postretirement Benefit Plans
The determination of pension-plan obligations and
expense is based on a number of actuarial
assumptions. Two critical assumptions are the
expected long-term rate of return on plan assets and
the discount rate applied to pension plan
obligations. For other postretirement benefit (OPEB)
plans, which provide for certain health care and life
insurance benefits for qualifying retired employees
and which are not funded, critical assumptions in
determining OPEB obligations and expense are the
discount rate and the assumed health care cost-trend
rates.
Note 22, beginning on page FS-51, includes
information on the funded status of the companys
pension and OPEB plans at the end of 2008 and 2007; the
components of pension and OPEB expense for the three
years ending December 31, 2008; and the underlying
assumptions for those periods.
Pension and OPEB expense is recorded on the
Consolidated Statement of Income in Operating
expenses or Selling, general and administrative
expenses and applies to all business segments. The
year-end 2008 and 2007 funded status, measured as the
difference between plan assets and obligations, of each
of the companys pension and OPEB plans is recognized
on the Consolidated Balance Sheet. The funded status of
overfunded pension plans is recorded as a long-term
asset in Deferred charges and other assets. The
funded status of underfunded or unfunded pension and
OPEB plans is recorded in Accrued liabilities or
Reserves for employee benefit plans. Amounts yet to
be recognized as components of pension or OPEB expense
are recorded in Accumulated other comprehensive loss.
To estimate the long-term rate of return on
pension assets, the company uses a process that
incorporates actual historical asset-class returns and
an assessment of expected future performance and takes
into consideration external actuarial advice and
asset-class factors. Asset allocations are periodically
updated using pension plan asset/liability studies, and
the determination of the companys estimates of
long-term rates of return are consistent with these
studies. The expected long-term rate of return on U.S.
pension plan assets, which account for 68 percent of
the companys pension plan assets, has remained at 7.8
percent since 2002. For the 10 years ending December
31, 2008, actual asset returns averaged 3.7 percent for
this plan. The actual asset returns for the 10 years
ending December 31, 2007, averaged 8.7 percent. The
actual return for 2008 was negative and was associated
with the broad decline in the financial markets in the
second half of the year.
The year-end market-related value of assets of the
major U.S. pension plan used in the determination of
pension expense was based on the market value in the
preceding three months, as opposed to the maximum
allowable period of five years under U.S. accounting
rules. Management considers the three-month period long
enough to minimize the effects of distortions from
day-to-day market volatility and still be
contemporaneous to the end of the year. For other
plans, market value of assets as of year-end is used in
calculating the pension expense.
The discount rate assumptions used to determine
U.S. and international pension and postretirement
benefit plan obligations and expense reflect the
prevailing rates available on high-quality fixed-income debt instruments. At December 31, 2008,
the company selected a 6.3 percent discount rate for
the major U.S. pension and postretirement plans. This
rate was selected based on a cash flow analysis that
matched estimated future benefit payments to the
Citigroup Pension Discount Yield Curve as of year-end
2008. The discount rates at the end of 2007 and 2006
were 6.3 percent and 5.8 percent, respectively.
An increase in the expected long-term return on
plan assets or the discount rate would reduce pension
plan expense, and vice versa. Total pension expense for 2008 was
$770 million. As an indication of the sensitivity of
pension expense to the long-term rate of return
assumption, a 1 percent increase in the expected rate
of return on assets of the companys primary U.S.
pension plan would have reduced total pension plan
expense for 2008 by approximately $70 million. A 1
percent increase in the discount rate for this same
plan, which accounted for about 61 percent of the
companywide pension obligation, would have reduced
total pension plan expense for 2008 by approximately
$140 million.
An increase in the discount rate would decrease
the pension obligation, thus changing the funded status
of a plan recorded on the Consolidated Balance Sheet.
The total pension liability on the Consolidated Balance
Sheet at December 31, 2008, for underfunded plans was
approximately $4.0 billion. As an indication of the
sensitivity of pension liabilities to the discount
rate assumption, a 0.25 percent increase in the
discount rate applied to the companys primary U.S.
pension plan would have reduced the plan obligation by
approximately $250 million, which would have decreased
the plans underfunded status from approximately $2.0
billion to $1.8 billion. Other plans would be less
under-funded as discount rates increase. The actual
rates of return on plan assets and discount rates may
vary significantly from estimates because of
unanticipated changes in the worlds financial
markets.
In 2008, the companys pension plan contributions
were $839 million (including $577 million to the U.S.
plans). In 2009, the company estimates contributions
will be approximately $800 million. Actual contribution
amounts are
FS-19
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Managements Discussion and Analysis of
Financial Condition and Results of Operations |
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dependent upon plan-investment results,
changes in pension obligations, regulatory requirements
and other economic factors. Additional funding may be
required if investment returns are insufficient to
offset increases in plan obligations.
For the companys OPEB plans, expense for 2008
was $179 million and the total liability, which reflected the unfunded status of the plans at the end of
2008, was $2.9 billion.
As an indication of discount rate sensitivity to
the determination of OPEB expense in 2008, a 1 percent
increase in the discount rate for the companys primary
U.S. OPEB plan, which accounted for about 67 percent of
the companywide OPEB expense, would have decreased OPEB
expense by approximately $20 million. A 0.25 percent
increase in the discount rate for the same plan, which
accounted for about 86 percent of the companywide OPEB
liabilities, would have decreased total OPEB
liabilities at the end of 2008 by approximately $56
million.
For the main U.S. postretirement medical plan, the
annual increase to company contributions is limited to
4 percent per year. For active employees and retirees
under age 65 whose claims experiences are combined for
rating purposes, the assumed health care cost-trend
rates start with 7 percent in 2009 and gradually drop
to 5 percent for 2017 and beyond. As an indication of
the health care cost-trend rate sensitivity to the
determination of OPEB expense in 2008, a 1 percent
increase in the rates for the main U.S. OPEB plan,
which accounted for 86 percent of the companywide OPEB
liabilities, would have increased OPEB expense $8
million.
Differences between the various assumptions used
to determine expense and the funded status of each
plan and actual experience are not included in benefit plan costs in the year the difference occurs.
Instead, the differences are included in actuarial
gain/loss and unamortized amounts have been reflected in Accumulated other comprehensive loss on
the Consolidated Balance Sheet. Refer to Note 22,
beginning on page FS-51, for information on the $6.0
billion of before-tax actuarial losses recorded by
the company as of December 31, 2008; a description of
the method used to amortize those costs; and an
estimate of the costs to be recognized in expense
during 2009.
Impairment of Properties, Plant and Equipment and
Investments in Affiliates The company assesses its
properties, plant and equipment (PP&E) for possible
impairment whenever events or changes in circumstances
indicate that the carrying value of the assets may not
be recoverable. Such indicators include changes in the
companys business plans, changes in commodity prices
and, for crude oil and natural gas properties, significant downward revisions of estimated
proved-reserve
quantities. If the carrying value of an asset exceeds
the future undiscounted cash flows expected from the
asset, an impairment charge is recorded for the excess
of carrying value of the asset over its estimated fair
value.
Determination as to whether and how much an asset
is impaired involves management estimates on highly
uncertain matters, such as future commodity prices, the
effects of inflation and technology improvements on
operating expenses, production profiles, and the
outlook for global or regional market supply-and-demand
conditions for crude oil, natural gas, commodity
chemicals and refined products. However, the
impairment reviews and calculations are based on
assumptions that are consistent with the companys
business plans and long-term investment decisions.
No major individual impairments of PP&E were
recorded for the three years ending December 31, 2008.
An estimate as to the sensitivity to earnings for these
periods if other assumptions had been used in
impairment reviews and impairment calculations is not
practicable, given the broad range of the companys
PP&E and the number of assumptions involved in the
estimates. That is, favorable changes to some
assumptions might have avoided the need to impair any
assets in these periods, whereas unfavorable
changes might have caused an additional unknown
number of other assets to become impaired.
Investments in common stock of affiliates that
are accounted for under the equity method, as well as
investments in other securities of these equity
investees, are reviewed for impairment when the fair
value of the investment falls below the companys
carrying value. When such a decline is deemed to be
other than temporary, an impairment charge is recorded
to the income statement for the difference between the
investments carrying value and its estimated fair
value at the time. In making the determination as to whether a decline is
other than temporary, the company considers such
factors as the duration and extent of the decline, the
investees financial performance, and the companys
ability and intention to retain its investment for a
period that will be sufficient to allow for any
anticipated recovery in the investments market value.
Differing assumptions could affect whether an
investment is impaired in any period or the amount of
the impairment, and are not subject to sensitivity
analysis.
From time to time, the company performs
impairment reviews and determines whether any
write-down in the carrying value of an asset or asset
group is required. For example, when significant
downward revisions to crude oil and natural gas
reserves are made for any single field or concession,
an impairment review is performed to determine if the
carrying value of the asset remains recoverable. Also,
if the expectation
FS-20
of sale of a particular asset or
asset group in any period has been deemed more likely
than not, an impairment review is performed, and if the
estimated net proceeds exceed the carrying value of the
asset or asset group, no impairment charge is required.
Such calculations are reviewed each period until the
asset or asset group is disposed of. Assets that are
not impaired on a held-and-used basis could possibly
become impaired if a decision is made to sell such
assets. That is, the assets would be impaired if they
are classified as held-for-sale and the estimated
proceeds from the sale, less costs to sell, are less
than the assets associated carrying values.
Business Combinations Purchase-Price Allocation Accounting
for business combinations requires the
allocation of the companys purchase price to the
various assets and liabilities of the acquired business
at their respective fair values. The company uses all
available information to make these fair value
determinations, and for major acquisitions, may hire an
independent appraisal firm to assist in making fair
value estimates. In some instances, assumptions with
respect to the timing and amount of future revenues and
expenses associated with an asset might have to be used
in determining its fair value. Actual timing and amount
of net cash flows from revenues and expenses related
to that asset over time may differ materially from
those initial estimates, and if the timing is delayed
significantly or if the net cash flows decline significantly, the asset could become impaired. Effective
January 1, 2009, the accounting for business
combinations will change. Refer to Note 19 on page
FS-48.
Goodwill Goodwill
resulting from a business
combination is not subject to amortization. As required
by FASB Statement No. 142, Goodwill and Other
Intangible Assets, the company tests such goodwill at
the reporting unit level for impairment on an annual
basis and between annual tests if an event occurs or
circumstances change that would more likely than not
reduce the fair value of a reporting unit below its
carrying amount.
Contingent Losses Management also makes judgments
and estimates in recording liabilities for claims,
litigation, tax matters and environmental remediation.
Actual costs can frequently vary from estimates for a
variety of reasons. For example, the costs from
settlement of claims and litigation can vary from
estimates based on differing interpretations of laws,
opinions on culpability and assessments on the amount
of damages. Similarly, liabilities for environmental
remediation are subject to change because of changes in
laws, regulations and their interpretation, the
determination of additional information on the extent
and nature of site contamination, and improvements in
technology.
Under the accounting rules, a liability is
generally recorded for these types of contingencies if
management determines the loss to be both probable and
estimable. The company generally records these losses
as Operating expenses or Selling, general and
administrative expenses on the Consolidated Statement
of Income. An exception to this handling is for income
tax matters, for which ben-
efits are recognized only
if management determines the tax position is more
likely than not (i.e., likelihood greater than 50
percent) to be allowed by the tax jurisdiction. For
additional discussion of income tax uncertainties,
refer to Note 16 beginning on page FS-45. Refer also to
the business segment discussions elsewhere in this
section for the effect on earnings from losses
associated with certain litigation, and environmental
remediation and tax matters for the three years ended
December 31, 2008.
An estimate as to the sensitivity to earnings for
these periods if other assumptions had been used in
recording these liabilities is not practicable because
of the number of contingencies that must be assessed,
the number of underlying assumptions and the wide
range of reasonably possible outcomes, both in terms
of the probability of loss and the estimates of such
loss.
New Accounting Standards
FASB Statement No. 141 (revised 2007), Business
Combinations (FAS 141-R) In
December 2007, the FASB
issued FAS 141-R, which became effective for business
combination transactions having an acquisition date on
or after January 1, 2009. This standard requires the
acquiring entity in a business combination to recognize
the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the
acquisition date to be measured at their respective
fair values. It also requires acquisition-related
costs, as well as restructuring costs the acquirer
expects to incur for which it is not obligated at
acquisition date, to be recorded against income rather
than included in purchase-price determination. Finally,
the standard requires recognition of contingent
arrangements at their acquisition-date fair values,
with subsequent changes in fair value generally reflected in income.
FASB
Staff Position FAS 141(R)-a Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination (FSP FAS
141(R)-a) In February 2009, the FASB approved
for issuance FSP FAS 141(R)-a, which became effective for business
combinations having an acquisition date on or after January 1,
2009. This standard requires an asset or liability arising from a
contingency in a business combination to be recognized at fair value
if fair value can be reasonably determined. If it cannot be
reasonably determined then the asset or liability will need to be
recognized in accordance with FASB Statement No. 5, Accounting for
Contingencies, and FASB Interpretation No. 14, Reasonable Estimation
of the Amount of the Loss.
FASB Statement No. 160, Noncontrolling Interests
in Consolidated Financial Statements, an amendment of
ARB No. 51 (FAS 160) The
FASB issued FAS 160 in
December 2007, which became effective for the company
January 1, 2009, with retroactive adoption of the
Standards presentation and
disclosure requirements for existing minority
interests. This standard requires ownership interests
in subsidiaries held by parties other than the parent
to be presented within the
FS-21
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Managements Discussion and Analysis of
Financial Condition and Results of Operations |
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equity section of the
Consolidated Balance Sheet but separate from the
parents equity. It also requires the amount of
consolidated net income attributable to the parent and
the noncontrolling interest to be clearly identified
and presented on the face of the Consolidated
Statement of Income. Certain changes in a parents
ownership interest are to be accounted for as equity
transactions and when a subsidiary is deconsolidated,
any noncontrolling equity investment in the former
subsidiary is to be initially measured at fair value.
Implementation of FAS 160 will not significantly
change the presentation of the companys Consolidated
Statement of Income or Consolidated Balance Sheet.
FASB Statement No. 161, Disclosures about
Derivative Instruments and Hedging Activities (FAS 161) In
March 2008, the FASB issued FAS 161, which became
effective for the company on January 1, 2009. This
standard amends and expands the disclosure requirements
of FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. FAS 161 requires
disclosures related to objectives and strategies for
using derivatives; the fair-value amounts of, and gains
and losses on, derivative instruments; and
credit-risk-related contingent features in derivative
agreements. The companys disclosures for derivative
instruments will
be expanded to include a tabular
representation of the location and fair value amounts
of derivative instruments on the balance sheet, fair
value gains and losses on the income statement and
gains and losses associated with cash flow hedges
recognized in earnings and other comprehensive income.
FASB Staff Position FAS 132(R)-1, Employers
Disclosures about Postretirement Benefit Plan Assets
(FSP FAS 132(R)-1) In
December 2008, the FASB issued
FSP FAS 132(R)-1, which becomes effective with the
companys reporting at December 31, 2009. This standard
amends and expands the disclosure requirements on the
plan assets of defined benefit pension and other
postretirement plans to provide users of financial
statements with an understanding of: how investment
allocation decisions are made; the major categories of
plan assets; the inputs and valuation techniques used
to measure the fair value of plan assets; the effect of
fair-value measurements using significant unobservable
inputs on changes in plan assets for the period; and
significant concentrations of risk within plan assets.
The company does not prefund its other postretirement
plan obligations, and the effect on the companys
disclosures for its pension plan assets as a result of
the adoption of FSP FAS 132(R)-1 will depend on the
companys plan assets at that time.
FS-22
THIS
PAGE INTENTIONALLY LEFT BLANK
FS-23
Quarterly Results and Stock Market Data
Unaudited
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
Millions of dollars, except per-share amounts |
|
4th Q |
|
|
3rd Q |
|
|
2nd Q |
|
|
1st Q |
|
|
|
4th Q |
|
|
3rd Q |
|
|
2nd Q |
|
|
1st Q |
|
|
|
|
|
|
Revenues and Other Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating revenues1 |
|
$ |
43,145 |
|
|
$ |
76,192 |
|
|
$ |
80,962 |
|
|
$ |
64,659 |
|
|
|
$ |
59,900 |
|
|
$ |
53,545 |
|
|
$ |
54,344 |
|
|
$ |
46,302 |
|
Income from equity affiliates |
|
|
886 |
|
|
|
1,673 |
|
|
|
1,563 |
|
|
|
1,244 |
|
|
|
|
1,153 |
|
|
|
1,160 |
|
|
|
894 |
|
|
|
937 |
|
Other income |
|
|
1,172 |
|
|
|
1,002 |
|
|
|
464 |
|
|
|
43 |
|
|
|
|
357 |
|
|
|
468 |
|
|
|
856 |
|
|
|
988 |
|
|
|
|
|
|
Total Revenues and Other Income |
|
|
45,203 |
|
|
|
78,867 |
|
|
|
82,989 |
|
|
|
65,946 |
|
|
|
|
61,410 |
|
|
|
55,173 |
|
|
|
56,094 |
|
|
|
48,227 |
|
|
|
|
|
|
Costs and Other Deductions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased crude oil and products |
|
|
23,575 |
|
|
|
49,238 |
|
|
|
56,056 |
|
|
|
42,528 |
|
|
|
|
38,056 |
|
|
|
33,988 |
|
|
|
33,138 |
|
|
|
28,127 |
|
Operating expenses |
|
|
5,416 |
|
|
|
5,676 |
|
|
|
5,248 |
|
|
|
4,455 |
|
|
|
|
4,798 |
|
|
|
4,397 |
|
|
|
4,124 |
|
|
|
3,613 |
|
Selling, general and administrative expenses |
|
|
1,492 |
|
|
|
1,278 |
|
|
|
1,639 |
|
|
|
1,347 |
|
|
|
|
1,833 |
|
|
|
1,446 |
|
|
|
1,516 |
|
|
|
1,131 |
|
Exploration expenses |
|
|
338 |
|
|
|
271 |
|
|
|
307 |
|
|
|
253 |
|
|
|
|
449 |
|
|
|
295 |
|
|
|
273 |
|
|
|
306 |
|
Depreciation, depletion and amortization |
|
|
2,589 |
|
|
|
2,449 |
|
|
|
2,275 |
|
|
|
2,215 |
|
|
|
|
2,094 |
|
|
|
2,495 |
|
|
|
2,156 |
|
|
|
1,963 |
|
Taxes other than on income1 |
|
|
4,547 |
|
|
|
5,614 |
|
|
|
5,699 |
|
|
|
5,443 |
|
|
|
|
5,560 |
|
|
|
5,538 |
|
|
|
5,743 |
|
|
|
5,425 |
|
Interest and debt expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
22 |
|
|
|
63 |
|
|
|
74 |
|
Minority interests |
|
|
6 |
|
|
|
32 |
|
|
|
34 |
|
|
|
28 |
|
|
|
|
35 |
|
|
|
25 |
|
|
|
19 |
|
|
|
28 |
|
|
|
|
|
|
Total Costs and Other Deductions |
|
|
37,963 |
|
|
|
64,558 |
|
|
|
71,258 |
|
|
|
56,269 |
|
|
|
|
52,832 |
|
|
|
48,206 |
|
|
|
47,032 |
|
|
|
40,667 |
|
|
|
|
|
|
Income Before Income Tax Expense |
|
|
7,240 |
|
|
|
14,309 |
|
|
|
11,731 |
|
|
|
9,677 |
|
|
|
|
8,578 |
|
|
|
6,967 |
|
|
|
9,062 |
|
|
|
7,560 |
|
Income Tax Expense |
|
|
2,345 |
|
|
|
6,416 |
|
|
|
5,756 |
|
|
|
4,509 |
|
|
|
|
3,703 |
|
|
|
3,249 |
|
|
|
3,682 |
|
|
|
2,845 |
|
|
|
|
|
|
Net Income |
|
$ |
4,895 |
|
|
$ |
7,893 |
|
|
$ |
5,975 |
|
|
$ |
5,168 |
|
|
|
$ |
4,875 |
|
|
$ |
3,718 |
|
|
$ |
5,380 |
|
|
$ |
4,715 |
|
|
|
|
|
|
Per-Share of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.45 |
|
|
$ |
3.88 |
|
|
$ |
2.91 |
|
|
$ |
2.50 |
|
|
|
$ |
2.34 |
|
|
$ |
1.77 |
|
|
$ |
2.52 |
|
|
$ |
2.20 |
|
Diluted |
|
$ |
2.44 |
|
|
$ |
3.85 |
|
|
$ |
2.90 |
|
|
$ |
2.48 |
|
|
|
$ |
2.32 |
|
|
$ |
1.75 |
|
|
$ |
2.52 |
|
|
$ |
2.18 |
|
|
|
|
|
|
Dividends |
|
$ |
0.65 |
|
|
$ |
0.65 |
|
|
$ |
0.65 |
|
|
$ |
0.58 |
|
|
|
$ |
0.58 |
|
|
$ |
0.58 |
|
|
$ |
0.58 |
|
|
$ |
0.52 |
|
Common Stock Price Range High2 |
|
$ |
82.20 |
|
|
$ |
99.08 |
|
|
$ |
103.09 |
|
|
$ |
94.61 |
|
|
|
$ |
94.86 |
|
|
$ |
94.84 |
|
|
$ |
84.24 |
|
|
$ |
74.95 |
|
Low2 |
|
$ |
57.83 |
|
|
$ |
77.50 |
|
|
$ |
86.74 |
|
|
$ |
77.51 |
|
|
|
$ |
83.79 |
|
|
$ |
80.76 |
|
|
$ |
74.83 |
|
|
$ |
66.43 |
|
|
|
|
|
|
1 Includes excise, value-added and similar taxes: |
|
$ |
2,080 |
|
|
$ |
2,577 |
|
|
$ |
2,652 |
|
|
$ |
2,537 |
|
|
|
$ |
2,548 |
|
|
$ |
2,550 |
|
|
$ |
2,609 |
|
|
$ |
2,414 |
|
2 End of day price. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The companys common stock is listed on the New York Stock Exchange (trading symbol: CVX). As of
February 20, 2009, stockholders of record numbered approximately
205,000. There are no restrictions
on the companys ability to pay dividends.
FS-24
Managements Responsibility for Financial Statements
To the Stockholders of Chevron Corporation
Management of Chevron is responsible for preparing the accompanying consolidated financial
statements and the related information appearing in this report. The statements were prepared in
accordance with accounting principles generally accepted in the United States of America and fairly
represent the transactions and financial position of the company. The financial statements include
amounts that are based on managements best estimates and judgment.
As stated in its report included herein, the independent registered public accounting firm of
PricewaterhouseCoopers LLP has audited the companys consolidated financial statements in
accordance with the standards of the Public Company Accounting Oversight Board (United States).
The Board of Directors of Chevron has an Audit Committee composed of directors who are not
officers or employees of the company. The Audit Committee meets regularly with members of
management, the internal auditors and the independent registered public accounting firm to review
accounting, internal control, auditing and financial reporting matters. Both the internal auditors
and the independent registered public accounting firm have free and direct access to the Audit
Committee without the presence of management.
Managements Report on Internal Control Over Financial Reporting
The companys management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The companys
management, including the Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of the effectiveness of the companys internal control over financial reporting based on
the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on the results of this evaluation, the companys management
concluded that internal control over financial reporting was effective as of December 31, 2008.
The effectiveness of the companys internal control over financial reporting as of December
31, 2008, has been audited by PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in its report included herein.
|
|
|
|
|
|
|
|
|
|
David J. OReilly
|
|
Patricia E. Yarrington
|
|
Mark A. Humphrey |
Chairman of the Board
|
|
Vice President
|
|
Vice President |
and Chief Executive Officer
|
|
and Chief Financial Officer
|
|
and Comptroller |
February 26, 2009
FS-25
Report
of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Chevron Corporation:
In our opinion, the accompanying consolidated balance
sheets and the related consolidated statements of income,
comprehensive income, stockholders equity and cash flows
present fairly, in all material respects, the
financial position of Chevron Corporation and its
subsidiaries at December 31, 2008 and December 31, 2007
and the results of their
operations and their cash flows for each of the three
years in the period ended December 31, 2008 in conformity
with accounting principles generally accepted in the
United States of America. In addition, in our opinion,
the financial statement schedule listed in the index
appearing under Item 15(a)(2) presents fairly, in all
material respects, the information set forth therein when
read in conjunction with the related consolidated
financial statements. Also in our opinion, the Company
maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2008
based on criteria established in Internal Control
Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission
(COSO). The Companys management is responsible for these
financial statements and financial statement schedule,
for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in
the accompanying Managements Report on Internal Control
Over Financial Reporting. Our responsibility is to
express opinions on these financial statements, on the
financial statement schedule, and on the Companys
internal control over financial reporting based on our
integrated audits. We conducted our audits in accordance
with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free
of material misstatement and whether effective internal
control over financial reporting was maintained in all
material respects. Our audits of the financial statements
included examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal
control over financial reporting included obtaining an
understanding of internal control over financial
reporting, assessing the risk that a material weakness
exists, and
testing and evaluating the design and
operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such
other procedures as we considered necessary in the
circumstances. We believe that our audits provide a
reasonable basis for our opinions.
As discussed in Note 14 to the Consolidated
Financial Statements, the Company changed its method
of accounting for buy/sell contracts on April 1, 2006.
As discussed in Note 16 to the Consolidated
Financial Statements, the Company changed its method
of accounting for uncertain income tax positions on
January 1, 2007.
A companys internal control over financial
reporting is a process designed 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. A companys internal
control over financial reporting includes
those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with
authorizations of management and directors of the
company; and (iii) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or
detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are
subject to the risk that controls may become
inadequate because of changes in conditions, or that
the degree of compliance with the policies or
procedures may deteriorate.
/s/PricewaterhouseCoopers LLP
San Francisco, California
February 26, 2009
FS-26
Consolidated
Statement of Income
Millions of dollars, except per-share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Revenues and Other Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating revenues1,2 |
|
$ |
264,958 |
|
|
|
$ |
214,091 |
|
|
$ |
204,892 |
|
Income from equity affiliates |
|
|
5,366 |
|
|
|
|
4,144 |
|
|
|
4,255 |
|
Other income |
|
|
2,681 |
|
|
|
|
2,669 |
|
|
|
971 |
|
|
|
|
|
|
Total Revenues and Other Income |
|
|
273,005 |
|
|
|
|
220,904 |
|
|
|
210,118 |
|
|
|
|
|
|
Costs and Other Deductions |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased crude oil and products2 |
|
|
171,397 |
|
|
|
|
133,309 |
|
|
|
128,151 |
|
Operating expenses |
|
|
20,795 |
|
|
|
|
16,932 |
|
|
|
14,624 |
|
Selling, general and administrative expenses |
|
|
5,756 |
|
|
|
|
5,926 |
|
|
|
5,093 |
|
Exploration expenses |
|
|
1,169 |
|
|
|
|
1,323 |
|
|
|
1,364 |
|
Depreciation, depletion and amortization |
|
|
9,528 |
|
|
|
|
8,708 |
|
|
|
7,506 |
|
Taxes other than on income1 |
|
|
21,303 |
|
|
|
|
22,266 |
|
|
|
20,883 |
|
Interest and debt expense |
|
|
|
|
|
|
|
166 |
|
|
|
451 |
|
Minority interests |
|
|
100 |
|
|
|
|
107 |
|
|
|
70 |
|
|
|
|
|
|
Total Costs and Other Deductions |
|
|
230,048 |
|
|
|
|
188,737 |
|
|
|
178,142 |
|
|
|
|
|
|
Income Before Income Tax Expense |
|
|
42,957 |
|
|
|
|
32,167 |
|
|
|
31,976 |
|
Income Tax Expense |
|
|
19,026 |
|
|
|
|
13,479 |
|
|
|
14,838 |
|
|
|
|
|
|
Net Income |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
|
|
|
|
|
Per-Share of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
11.74 |
|
|
|
$ |
8.83 |
|
|
$ |
7.84 |
|
Diluted |
|
$ |
11.67 |
|
|
|
$ |
8.77 |
|
|
$ |
7.80 |
|
|
|
|
|
|
|
|
|
|
1 Includes excise, value-added and similar taxes. |
|
$ |
9,846 |
|
|
|
$ |
10,121 |
|
|
$ |
9,551 |
|
2
Includes amounts in revenues for buy/sell contracts; associated costs
are in Purchased crude oil and products.
Refer also to Note 14, on page FS-43. |
|
$ |
|
|
|
|
$ |
|
|
|
$ |
6,725 |
|
See accompanying Notes to the Consolidated Financial Statements.
FS-27
Consolidated Statement of Comprehensive Income
Millions of dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Net Income |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
|
|
|
|
|
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized net change arising during period |
|
|
(112 |
) |
|
|
|
31 |
|
|
|
55 |
|
|
|
|
|
|
Unrealized holding (loss) gain on securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) gain arising during period |
|
|
(6 |
) |
|
|
|
17 |
|
|
|
(88 |
) |
Reclassification to net income of net realized loss |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(6 |
) |
|
|
|
19 |
|
|
|
(88 |
) |
|
|
|
|
|
Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net derivatives gain (loss) on hedge transactions |
|
|
139 |
|
|
|
|
(10 |
) |
|
|
2 |
|
Reclassification to net income of net realized loss |
|
|
32 |
|
|
|
|
7 |
|
|
|
95 |
|
Income taxes on derivatives transactions |
|
|
(61 |
) |
|
|
|
(3 |
) |
|
|
(30 |
) |
|
|
|
|
|
Total |
|
|
110 |
|
|
|
|
(6 |
) |
|
|
67 |
|
|
|
|
|
|
Defined benefit plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum pension liability adjustment |
|
|
|
|
|
|
|
|
|
|
|
(88 |
) |
Actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization to net income of net actuarial loss |
|
|
483 |
|
|
|
|
356 |
|
|
|
|
|
Actuarial (loss) gain arising during period |
|
|
(3,228 |
) |
|
|
|
530 |
|
|
|
|
|
Prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization to net income of net prior service credits |
|
|
(64 |
) |
|
|
|
(15 |
) |
|
|
|
|
Prior service (credit) cost arising during period |
|
|
(32 |
) |
|
|
|
204 |
|
|
|
|
|
Defined benefit plans sponsored by equity affiliates |
|
|
(97 |
) |
|
|
|
19 |
|
|
|
|
|
Income taxes on defined benefit plans |
|
|
1,037 |
|
|
|
|
(409 |
) |
|
|
50 |
|
|
|
|
|
|
Total |
|
|
(1,901 |
) |
|
|
|
685 |
|
|
|
(38 |
) |
|
|
|
|
|
Other Comprehensive (Loss) Gain, Net of Tax |
|
|
(1,909 |
) |
|
|
|
729 |
|
|
|
(4 |
) |
|
|
|
|
|
Comprehensive Income |
|
$ |
22,022 |
|
|
|
$ |
19,417 |
|
|
$ |
17,134 |
|
|
|
|
|
|
See accompanying Notes to the Consolidated Financial Statements.
FS-28
Consolidated Balance Sheet
Millions of dollars, except per-share amounts
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
9,347 |
|
|
|
$ |
7,362 |
|
Marketable securities |
|
|
213 |
|
|
|
|
732 |
|
Accounts and notes receivable (less allowance: 2008 $246; 2007 $165) |
|
|
15,856 |
|
|
|
|
22,446 |
|
Inventories: |
|
|
|
|
|
|
|
|
|
Crude oil and petroleum products |
|
|
5,175 |
|
|
|
|
4,003 |
|
Chemicals |
|
|
459 |
|
|
|
|
290 |
|
Materials, supplies and other |
|
|
1,220 |
|
|
|
|
1,017 |
|
|
|
|
|
|
|
|
Total inventories |
|
|
6,854 |
|
|
|
|
5,310 |
|
Prepaid expenses and other current assets |
|
|
4,200 |
|
|
|
|
3,527 |
|
|
|
|
|
|
Total Current Assets |
|
|
36,470 |
|
|
|
|
39,377 |
|
Long-term receivables, net |
|
|
2,413 |
|
|
|
|
2,194 |
|
Investments and advances |
|
|
20,920 |
|
|
|
|
20,477 |
|
Properties, plant and equipment, at cost |
|
|
173,299 |
|
|
|
|
154,084 |
|
Less: Accumulated depreciation, depletion and amortization |
|
|
81,519 |
|
|
|
|
75,474 |
|
|
|
|
|
|
|
|
Properties, plant and equipment, net |
|
|
91,780 |
|
|
|
|
78,610 |
|
Deferred charges and other assets |
|
|
4,711 |
|
|
|
|
3,491 |
|
Goodwill |
|
|
4,619 |
|
|
|
|
4,637 |
|
Assets held for sale |
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
161,165 |
|
|
|
$ |
148,786 |
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
Short-term debt |
|
$ |
2,818 |
|
|
|
$ |
1,162 |
|
Accounts payable |
|
|
16,580 |
|
|
|
|
21,756 |
|
Accrued liabilities |
|
|
8,077 |
|
|
|
|
5,275 |
|
Federal and other taxes on income |
|
|
3,079 |
|
|
|
|
3,972 |
|
Other taxes payable |
|
|
1,469 |
|
|
|
|
1,633 |
|
|
|
|
|
|
Total Current Liabilities |
|
|
32,023 |
|
|
|
|
33,798 |
|
Long-term debt |
|
|
5,742 |
|
|
|
|
5,664 |
|
Capital lease obligations |
|
|
341 |
|
|
|
|
406 |
|
Deferred credits and other noncurrent obligations |
|
|
17,678 |
|
|
|
|
15,007 |
|
Noncurrent deferred income taxes |
|
|
11,539 |
|
|
|
|
12,170 |
|
Reserves for employee benefit plans |
|
|
6,725 |
|
|
|
|
4,449 |
|
Minority interests |
|
|
469 |
|
|
|
|
204 |
|
|
|
|
|
|
Total Liabilities |
|
|
74,517 |
|
|
|
|
71,698 |
|
|
|
|
|
|
Preferred stock (authorized 100,000,000 shares, $1.00 par value; none issued) |
|
|
|
|
|
|
|
|
|
Common stock (authorized 6,000,000,000 shares at December 31, 2008, and 4,000,000,000 at
December 31, 2007; $0.75 par value; 2,442,676,580 shares issued at December 31, 2008 and 2007) |
|
|
1,832 |
|
|
|
|
1,832 |
|
Capital in excess of par value |
|
|
14,448 |
|
|
|
|
14,289 |
|
Retained earnings |
|
|
101,102 |
|
|
|
|
82,329 |
|
Notes receivable key employees |
|
|
|
|
|
|
|
(1 |
) |
Accumulated other comprehensive loss |
|
|
(3,924 |
) |
|
|
|
(2,015 |
) |
Deferred compensation and benefit plan trust |
|
|
(434 |
) |
|
|
|
(454 |
) |
Treasury stock, at cost (2008 438,444,795 shares; 2007 352,242,618 shares) |
|
|
(26,376 |
) |
|
|
|
(18,892 |
) |
|
|
|
|
|
Total Stockholders Equity |
|
|
86,648 |
|
|
|
|
77,088 |
|
|
|
|
|
|
Total Liabilities and Stockholders Equity |
|
$ |
161,165 |
|
|
|
$ |
148,786 |
|
|
|
|
|
|
See accompanying Notes to the Consolidated Financial Statements.
FS-29
Consolidated Statement of Cash Flows
Millions of dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
|
9,528 |
|
|
|
|
8,708 |
|
|
|
7,506 |
|
Dry hole expense |
|
|
375 |
|
|
|
|
507 |
|
|
|
520 |
|
Distributions less than income from equity affiliates |
|
|
(440 |
) |
|
|
|
(1,439 |
) |
|
|
(979 |
) |
Net before-tax gains on asset retirements and sales |
|
|
(1,358 |
) |
|
|
|
(2,315 |
) |
|
|
(229 |
) |
Net foreign currency effects |
|
|
(355 |
) |
|
|
|
378 |
|
|
|
259 |
|
Deferred income tax provision |
|
|
598 |
|
|
|
|
261 |
|
|
|
614 |
|
Net (increase) decrease in operating working capital |
|
|
(1,673 |
) |
|
|
|
685 |
|
|
|
1,044 |
|
Minority interest in net income |
|
|
100 |
|
|
|
|
107 |
|
|
|
70 |
|
Increase in long-term receivables |
|
|
(161 |
) |
|
|
|
(82 |
) |
|
|
(900 |
) |
(Increase) decrease in other deferred charges |
|
|
(84 |
) |
|
|
|
(530 |
) |
|
|
232 |
|
Cash contributions to employee pension plans |
|
|
(839 |
) |
|
|
|
(317 |
) |
|
|
(449 |
) |
Other |
|
|
10 |
|
|
|
|
326 |
|
|
|
(503 |
) |
|
|
|
|
|
Net Cash Provided by Operating Activities |
|
|
29,632 |
|
|
|
|
24,977 |
|
|
|
24,323 |
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(19,666 |
) |
|
|
|
(16,678 |
) |
|
|
(13,813 |
) |
Repayment of loans by equity affiliates |
|
|
179 |
|
|
|
|
21 |
|
|
|
463 |
|
Proceeds from asset sales |
|
|
1,491 |
|
|
|
|
3,338 |
|
|
|
989 |
|
Net sales of marketable securities |
|
|
483 |
|
|
|
|
185 |
|
|
|
142 |
|
Net sales (purchases) of other short-term investments |
|
|
432 |
|
|
|
|
(799 |
) |
|
|
|
|
|
|
|
|
|
Net Cash Used for Investing Activities |
|
|
(17,081 |
) |
|
|
|
(13,933 |
) |
|
|
(12,219 |
) |
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net borrowings (payments) of short-term obligations |
|
|
2,647 |
|
|
|
|
(345 |
) |
|
|
(677 |
) |
Repayments of long-term debt and other financing obligations |
|
|
(965 |
) |
|
|
|
(3,343 |
) |
|
|
(2,224 |
) |
Proceeds from issuances of long-term debt |
|
|
|
|
|
|
|
650 |
|
|
|
|
|
Cash dividends common stock |
|
|
(5,162 |
) |
|
|
|
(4,791 |
) |
|
|
(4,396 |
) |
Dividends paid to minority interests |
|
|
(99 |
) |
|
|
|
(77 |
) |
|
|
(60 |
) |
Net purchases of treasury shares |
|
|
(6,821 |
) |
|
|
|
(6,389 |
) |
|
|
(4,491 |
) |
|
|
|
|
|
Net Cash Used for Financing Activities |
|
|
(10,400 |
) |
|
|
|
(14,295 |
) |
|
|
(11,848 |
) |
|
|
|
|
|
Effect of Exchange Rate Changes
on Cash and Cash Equivalents |
|
|
(166 |
) |
|
|
|
120 |
|
|
|
194 |
|
|
|
|
|
|
Net Change in Cash and Cash Equivalents |
|
|
1,985 |
|
|
|
|
(3,131 |
) |
|
|
450 |
|
Cash and Cash Equivalents at January 1 |
|
|
7,362 |
|
|
|
|
10,493 |
|
|
|
10,043 |
|
|
|
|
|
|
Cash and Cash Equivalents at December 31 |
|
$ |
9,347 |
|
|
|
$ |
7,362 |
|
|
$ |
10,493 |
|
|
|
|
|
|
See accompanying Notes to the Consolidated Financial Statements.
FS-30
Consolidated Statement of Stockholders Equity
Shares in thousands; amounts in millions of dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
Preferred Stock |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1 |
|
|
2,442,677 |
|
|
$ |
1,832 |
|
|
|
|
2,442,677 |
|
|
$ |
1,832 |
|
|
|
2,442,677 |
|
|
$ |
1,832 |
|
Balance at December 31 |
|
|
2,442,677 |
|
|
$ |
1,832 |
|
|
|
|
2,442,677 |
|
|
$ |
1,832 |
|
|
|
2,442,677 |
|
|
$ |
1,832 |
|
|
|
|
|
|
Capital in Excess of Par |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1 |
|
|
|
|
|
$ |
14,289 |
|
|
|
|
|
|
|
$ |
14,126 |
|
|
|
|
|
|
$ |
13,894 |
|
Treasury stock transactions |
|
|
|
|
|
|
159 |
|
|
|
|
|
|
|
|
163 |
|
|
|
|
|
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
$ |
14,448 |
|
|
|
|
|
|
|
$ |
14,289 |
|
|
|
|
|
|
$ |
14,126 |
|
|
|
|
|
|
Retained Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1 |
|
|
|
|
|
$ |
82,329 |
|
|
|
|
|
|
|
$ |
68,464 |
|
|
|
|
|
|
$ |
55,738 |
|
Net income |
|
|
|
|
|
|
23,931 |
|
|
|
|
|
|
|
|
18,688 |
|
|
|
|
|
|
|
17,138 |
|
Cash dividends on common stock |
|
|
|
|
|
|
(5,162 |
) |
|
|
|
|
|
|
|
(4,791 |
) |
|
|
|
|
|
|
(4,396 |
) |
Adoption of EITF 04-6, Accounting for Stripping
Costs Incurred during Production in the
Mining Industry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19 |
) |
Adoption of FIN 48, Accounting for Uncertainty
in Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35 |
) |
|
|
|
|
|
|
|
|
Tax benefit from dividends paid on
unallocated ESOP shares and other |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
$ |
101,102 |
|
|
|
|
|
|
|
$ |
82,329 |
|
|
|
|
|
|
$ |
68,464 |
|
|
|
|
|
|
Notes Receivable Key Employees |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
(1 |
) |
|
|
|
|
|
$ |
(2 |
) |
|
|
|
|
|
Accumulated Other Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment
Balance at January 1 |
|
|
|
|
|
$ |
(59 |
) |
|
|
|
|
|
|
$ |
(90 |
) |
|
|
|
|
|
$ |
(145 |
) |
Change during year |
|
|
|
|
|
|
(112 |
) |
|
|
|
|
|
|
|
31 |
|
|
|
|
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
$ |
(171 |
) |
|
|
|
|
|
|
$ |
(59 |
) |
|
|
|
|
|
$ |
(90 |
) |
Pension and other postretirement benefit plans
Balance at January 1 |
|
|
|
|
|
$ |
(2,008 |
) |
|
|
|
|
|
|
$ |
(2,585 |
) |
|
|
|
|
|
$ |
(344 |
) |
Change to defined benefit plans during year |
|
|
|
|
|
|
(1,901 |
) |
|
|
|
|
|
|
|
685 |
|
|
|
|
|
|
|
(38 |
) |
Adoption of FAS 158, Employers Accounting
for Defined Benefit Pension and Other
Postretirement Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(108 |
) |
|
|
|
|
|
|
(2,203 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
$ |
(3,909 |
) |
|
|
|
|
|
|
$ |
(2,008 |
) |
|
|
|
|
|
$ |
(2,585 |
) |
Unrealized net holding gain on securities
Balance at January 1 |
|
|
|
|
|
$ |
19 |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
88 |
|
Change during year |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
(88 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
$ |
13 |
|
|
|
|
|
|
|
$ |
19 |
|
|
|
|
|
|
$ |
|
|
Net derivatives gain (loss) on hedge transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1 |
|
|
|
|
|
$ |
33 |
|
|
|
|
|
|
|
$ |
39 |
|
|
|
|
|
|
$ |
(28 |
) |
Change during year |
|
|
|
|
|
|
110 |
|
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
$ |
143 |
|
|
|
|
|
|
|
$ |
33 |
|
|
|
|
|
|
$ |
39 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
$ |
(3,924 |
) |
|
|
|
|
|
|
$ |
(2,015 |
) |
|
|
|
|
|
$ |
(2,636 |
) |
|
|
|
|
|
Deferred Compensation and Benefit Plan Trust
Deferred Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1 |
|
|
|
|
|
$ |
(214 |
) |
|
|
|
|
|
|
$ |
(214 |
) |
|
|
|
|
|
$ |
(246 |
) |
Net reduction of ESOP debt and other |
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
|
|
|
|
(194 |
) |
|
|
|
|
|
|
|
(214 |
) |
|
|
|
|
|
|
(214 |
) |
Benefit Plan Trust (Common Stock) |
|
|
14,168 |
|
|
|
(240 |
) |
|
|
|
14,168 |
|
|
|
(240 |
) |
|
|
14,168 |
|
|
|
(240 |
) |
|
|
|
|
|
|
|
Balance at December 31 |
|
|
14,168 |
|
|
$ |
(434 |
) |
|
|
|
14,168 |
|
|
$ |
(454 |
) |
|
|
14,168 |
|
|
$ |
(454 |
) |
|
|
|
|
|
Treasury Stock at Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1 |
|
|
352,243 |
|
|
$ |
(18,892 |
) |
|
|
|
278,118 |
|
|
$ |
(12,395 |
) |
|
|
209,990 |
|
|
$ |
(7,870 |
) |
Purchases |
|
|
95,631 |
|
|
|
(8,011 |
) |
|
|
|
85,429 |
|
|
|
(7,036 |
) |
|
|
80,369 |
|
|
|
(5,033 |
) |
Issuances mainly employee benefit plans |
|
|
(9,429 |
) |
|
|
527 |
|
|
|
|
(11,304 |
) |
|
|
539 |
|
|
|
(12,241 |
) |
|
|
508 |
|
|
|
|
|
|
|
|
Balance at December 31 |
|
|
438,445 |
|
|
$ |
(26,376 |
) |
|
|
|
352,243 |
|
|
$ |
(18,892 |
) |
|
|
278,118 |
|
|
$ |
(12,395 |
) |
|
|
|
|
|
Total Stockholders Equity at December 31 |
|
|
|
|
|
$ |
86,648 |
|
|
|
|
|
|
|
$ |
77,088 |
|
|
|
|
|
|
$ |
68,935 |
|
|
|
|
|
|
See accompanying Notes to the Consolidated Financial Statements.
FS-31
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
|
|
|
|
|
|
|
|
|
Note 1
Summary of Significant Accounting Policies
General Exploration and production (upstream) operations consist of exploring for, developing and
producing crude oil and natural gas and marketing natural gas. Refining, marketing and
transportation (downstream) operations relate to refining crude oil into finished petroleum
products; marketing crude oil and the many products derived from petroleum; and transporting crude
oil, natural gas and petroleum products by pipeline, marine vessel, motor equipment and rail car.
Chemical operations include the manufacture and marketing of commodity petrochemicals, plastics for
industrial uses, and fuel and lubricant oil additives.
The companys Consolidated Financial Statements are prepared in accordance with accounting
principles generally accepted in the United States of America. These require the use of estimates
and assumptions that affect the assets, liabilities, revenues and expenses reported in the
financial statements, as well as amounts included in the notes thereto, including discussion and
disclosure of contingent liabilities. Although the company uses its best estimates and judgments,
actual results could differ from these estimates as future confirming events occur.
The nature of the companys operations and the many countries in which it operates subject the
company to changing economic, regulatory and political conditions. The company does not believe it
is vulnerable to the risk of near-term severe impact as a result of any concentration of its
activities.
Subsidiary and Affiliated Companies The Consolidated Financial Statements include the accounts of
controlled subsidiary companies more than 50 percent-owned and variable-interest entities in which
the company is the primary beneficiary. Undivided interests in oil and gas joint ventures and
certain other assets are consolidated on a proportionate basis. Investments in and advances to
affiliates in which the company has a substantial ownership interest of approximately 20 percent to
50 percent or for which the company exercises significant influence but not control over policy
decisions are accounted for by the equity method. As part of that accounting, the company
recognizes gains and losses that arise from the issuance of stock by an affiliate that results in
changes in the companys proportionate share of the dollar amount of the affiliates equity
currently in income.
Investments are assessed for possible impairment when events indicate that the fair value of
the investment may be below the companys carrying value. When such a condition is deemed to be
other than temporary, the carrying value of the investment is written down to its fair value, and
the amount of the write-down is included in net income. In making the determination as to whether a
decline is other than temporary, the company considers such factors as the duration and extent of
the decline, the investees financial
performance, and the companys ability and intention to retain its investment for a period
that will be sufficient to allow for any anticipated recovery in the investments market value. The
new cost basis of investments in these equity investees is not changed for subsequent recoveries in
fair value.
Differences between the companys carrying value of an equity investment and its underlying
equity in the net assets of the affiliate are assigned to the extent practicable to specific assets
and liabilities based on the companys analysis of the various factors giving rise to the
difference. When appropriate, the companys share of the affiliates reported earnings is adjusted quarterly to reflect the difference between
these allocated values and the affiliates historical book values.
Derivatives The majority of the companys activity in derivative commodity instruments is intended
to manage the financial risk posed by physical transactions. For some of this derivative activity,
generally limited to large, discrete or infrequently occurring transactions, the company may elect
to apply fair value or cash flow hedge accounting. For other similar derivative instruments,
generally because of the short-term nature of the contracts or their limited use, the company does
not apply hedge accounting, and changes in the fair value of those contracts are reflected in
current income. For the companys commodity trading activity and foreign currency exposures, gains
and losses from derivative instruments are reported in current income. Interest rate swaps
hedging a portion of the companys fixed-rate debt are accounted for as fair value hedges,
whereas interest rate swaps relating to a portion of the companys floating-rate debt are recorded
at fair value on the Consolidated Balance Sheet, with resulting gains and losses reflected in
income. Where Chevron is a party to master netting arrangements, fair value receivable and payable
amounts recognized for derivative instruments executed with the same counterparty are offset on the
balance sheet.
Short-Term Investments All short-term investments are classified as available for sale and are in
highly liquid debt securities. Those investments that are part of the companys cash management
portfolio and have original maturities of three months or less are reported as Cash equivalents.
The balance of the short-term investments is reported as Marketable securities and is
marked-to-market, with any unrealized gains or losses included in Other comprehensive income.
Inventories Crude oil, petroleum products and chemicals are generally stated at cost, using a
Last-In, First-Out (LIFO) method. In the aggregate, these costs are below market. Materials,
supplies and other inventories generally are stated at average cost.
FS-32
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|
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Note 1 Summary of Significant Accounting Policies - Continued
|
|
|
Properties, Plant and Equipment The successful efforts method is used for crude oil and natural gas
exploration and production activities. All costs for development wells, related plant and
equipment, proved mineral interests in crude oil and natural gas properties, and related asset
retirement obligation (ARO) assets are capitalized. Costs of exploratory wells are capitalized
pending determination of whether the wells found proved reserves. Costs of wells that are assigned
proved reserves remain capitalized. Costs also are capitalized for exploratory wells that have
found crude oil and natural gas reserves even if the reserves cannot be classified as proved when
the drilling is completed, provided the exploratory well has found a sufficient quantity of
reserves to justify its completion as a producing well and the company is making sufficient
progress assessing the reserves and the economic and operating viability of the project. All other
exploratory wells and costs are expensed. Refer to Note 20, beginning
on page FS-48, for additional
discussion of accounting for suspended exploratory well costs.
Long-lived assets to be held and used, including proved crude oil and natural gas properties,
are assessed for possible impairment by comparing their carrying values with their associated
undiscounted future net before-tax cash flows. Events that can trigger assessments for possible
impairments include write-downs of proved reserves based on field performance, significant
decreases in the market value of an asset, significant change in the extent or manner of use of or
a physical change in an asset, and a more-likely-than-not expectation that a long-lived asset or
asset group will be sold or otherwise disposed of significantly sooner than the end of its
previously estimated useful life. Impaired assets are written down to their estimated fair values,
generally their discounted future net before-tax cash flows. For proved crude oil and natural gas
properties in the United States, the company generally performs the impairment review on an
individual field basis. Outside the United States, reviews are performed on a country, concession,
development area or field basis, as appropriate. In the refining, marketing, transportation and
chemical areas, impairment reviews are generally done on the basis of a refinery, a plant, a
marketing area or marketing assets by country. Impairment amounts are recorded as incremental Depreciation,
depletion and amortization expense.
Long-lived assets that are held for sale are evaluated for possible impairment by comparing
the carrying value of the asset with its fair value less the cost to sell. If the net book value
exceeds the fair value less cost to sell, the asset is considered impaired and adjusted to the
lower value.
As required under Financial Accounting Standards Board (FASB) Statement No. 143, Accounting
for Asset Retirement Obligations (FAS 143), the fair value of a liability for an ARO is recorded as
an asset and a liability when there is a
legal obligation associated with the retirement of a
long-lived asset and the amount can be reasonably estimated. Refer also to Note 24, beginning on
page FS-58, relating to AROs.
Depreciation and depletion of all capitalized costs of proved crude
oil and natural gas producing properties, except mineral interests, are expensed using the
unit-of-production method generally by individual field, as the proved developed reserves are
produced. Depletion expenses for capitalized costs of proved mineral interests are recognized using
the unit-of-production method by individual field as the related proved reserves are produced.
Periodic valuation provisions for impairment of capitalized costs of unproved mineral interests are
expensed.
Depreciation and depletion expenses for mining assets are determined using the
unit-of-production method as the proved reserves are produced. The capitalized costs of all other
plant and equipment are depreciated or amortized over their estimated useful lives. In general, the
declining-balance method is used to depreciate plant and equipment in the United States; the
straight-line method generally is used to depreciate international plant and equipment and to
amortize all capitalized leased assets.
Gains or losses are not recognized for normal retirements of properties, plant and equipment
subject to composite group amortization or depreciation. Gains or losses from abnormal retirements
are recorded as expenses and from sales as Other income.
Expenditures for maintenance (including
those for planned major maintenance projects), repairs and minor renewals to maintain facilities in
operating condition are generally expensed as incurred. Major replacements and renewals are
capitalized.
Goodwill Goodwill resulting from a business combination is not subject to amortization. As required
by FASB Statement No. 142, Goodwill and Other Intangible Assets, the company tests such goodwill at
the reporting unit level for impairment on an annual basis and between annual tests if an event
occurs or circumstances change that would more likely than not reduce the fair value of a reporting
unit below its carrying amount.
Environmental Expenditures Environmental expenditures that relate to ongoing operations or to
conditions caused by past operations are expensed. Expenditures that create future benefits or
contribute to future revenue generation are capitalized.
Liabilities related to future remediation costs are recorded when environmental assessments or
cleanups or both are probable and the costs can be reasonably estimated. For the companys U.S. and
Canadian marketing facilities, the accrual is based in part on the probability that a future
remediation commitment will be required. For crude oil, natural gas and
FS-33
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|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note 1 Summary of Significant Accounting Policies - Continued
|
|
|
|
|
|
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|
|
|
mineral producing properties, a liability for an ARO
is made, following FAS 143. Refer to Note 24,
beginning on page FS-58, for a discussion of FAS 143.
For federal Superfund sites and analogous sites
under state laws, the company records a liability for
its designated share of the probable and estimable
costs and probable amounts for other potentially
responsible parties when mandated by the regulatory
agencies because the other parties are not able to pay
their respective shares.
The gross amount of environmental liabilities is
based on the companys best estimate of future costs
using currently available technology and applying
current regulations and the companys own internal
environmental policies. Future amounts are not
discounted. Recoveries or reimbursements are recorded
as assets when receipt is reasonably assured.
Currency Translation The U.S. dollar is the functional
currency for substantially all of the companys
consolidated operations and those of its equity
affiliates. For those operations, all gains and losses
from currency translations are currently included in
income. The cumulative translation effects for those
few entities, both consolidated and affiliated, using
functional currencies other than the U.S. dollar are
included in the currency translation adjustment in
Stockholders Equity.
Revenue Recognition Revenues associated with sales of
crude oil, natural gas, coal, petroleum and chemicals
products, and all other sources are recorded when title
passes to the customer, net of royalties, discounts and
allowances, as applicable. Revenues from natural gas
production from properties in which Chevron has an
interest with other producers are generally recognized
on the basis of the companys net working interest
(entitlement method). Excise, value-added and similar
taxes assessed by a governmental authority on a
revenue-producing transaction between a seller and a
customer are presented on a gross basis. The associated
amounts are shown as a footnote to the Consolidated
Statement of Income on page FS-27. Refer to Note 14, on
page FS-43, for a discussion of the accounting for
buy/sell arrangements.
Stock Options and Other Share-Based Compensation The
company issues stock options and other share-based
compensation to its employees and accounts for these
transactions under the provisions of FASB Statement
No. 123R, Share-Based Payment (FAS 123R). For equity
awards, such as stock options, total compensation cost
is based on the grant date fair value and for
liability awards,
such as stock appreciation rights, total compensation
cost is based on the settlement
value. The company recognizes stock-based
compensation expense for all awards over the service
period required to earn the award, which is the
shorter of the vesting period or the time period an
employee becomes eligible to retain the award at
retirement. Stock options and stock appreciation
rights granted under the companys Long-Term Incentive
Plan have graded vesting provisions by which one-third
of each award vests on the first, second and third
anniversaries of the date of grant. The company
amortizes these newly issued graded awards on a
straight-line basis.
Tax benefits of deductions from the exercise of stock
options are presented as financing cash inflows in the
Consolidated Statement of Cash Flows. Refer to Note
21, beginning on page FS-49 for a description of the
companys share-based compensation plans and
information related to awards granted under those
plans and Note 2, which follows, for information on
excess tax benefits reported on the companys
Statement of Cash Flows.
Note 2
Information Relating to the Consolidated Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Net (increase) decrease in operating working
capital was composed of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in accounts and
notes receivable |
|
$ |
6,030 |
|
|
|
$ |
(3,867 |
) |
|
$ |
17 |
|
Increase in inventories |
|
|
(1,545 |
) |
|
|
|
(749 |
) |
|
|
(536 |
) |
Increase in prepaid expenses and
other current assets |
|
|
(621 |
) |
|
|
|
(370 |
) |
|
|
(31 |
) |
(Decrease) increase in accounts
payable and accrued liabilities |
|
|
(4,628 |
) |
|
|
|
4,930 |
|
|
|
1,246 |
|
(Decrease) increase in income and
other taxes payable |
|
|
(909 |
) |
|
|
|
741 |
|
|
|
348 |
|
|
|
|
|
|
Net (increase) decrease in operating
working capital |
|
$ |
(1,673 |
) |
|
|
$ |
685 |
|
|
$ |
1,044 |
|
|
|
|
|
|
Net cash provided by operating
activities includes the following
cash payments for interest and
income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid on debt
(net of capitalized interest) |
|
$ |
|
|
|
|
$ |
203 |
|
|
$ |
470 |
|
Income taxes |
|
$ |
19,130 |
|
|
|
$ |
12,340 |
|
|
$ |
13,806 |
|
|
|
|
|
|
Net sales of marketable securities
consisted of the following
gross amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities sold |
|
$ |
3,719 |
|
|
|
$ |
2,160 |
|
|
$ |
1,413 |
|
Marketable securities purchased |
|
|
(3,236 |
) |
|
|
|
(1,975 |
) |
|
|
(1,271 |
) |
|
|
|
|
|
Net sales of marketable securities |
|
$ |
483 |
|
|
|
$ |
185 |
|
|
$ |
142 |
|
|
|
|
|
|
FS-34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 2 Information Relating to the Consolidated Statement of
Cash Flows - Continued |
|
|
In accordance with the cash-flow classification
requirements of FAS 123R, Share-Based Payment, the Net
decrease in operating working capital includes
reductions of $106, $96 and $94 for excess income tax
benefits associated with stock options exercised during
2008, 2007 and 2006, respectively. These amounts are
offset by Net purchases of treasury shares.
In 2008, Net purchases of other short-term
investments consist of $367 in restricted cash
associated with capital-investment projects at the
companys Pascagoula, Mississippi refinery and the
Angola liquefied natural gas project that was invested
in short-term marketable securities and reclassified
from Cash and cash equivalents to Deferred charges
and other assets in the Consolidated Balance Sheet. In
2007, the company issued a $650 tax exempt Mississippi
Gulf Opportunity Zone Bond as a source of funds for the
Pascagoula Refinery project.
The Net purchases of treasury shares represents
the cost of common shares less the cost of shares
issued for share-based compensation plans. Purchases
totaled $8,011, $7,036 and $5,033 in 2008, 2007 and
2006, respectively.
The Consolidated Statement of Cash Flows for 2008
excludes changes to the Consolidated Balance Sheet that
did not affect cash. Net purchases of treasury shares
excludes $680 of treasury shares acquired in exchange
for a U.S. upstream property and $280 in cash. The
carrying value of this property in Properties, plant
and equipment on the Consolidated Balance Sheet was
not significant. The Increase in accounts payable and
accrued liabilities excludes a $2,450 increase in
Accrued liabilities that was offset to Properties,
plant and equipment on the Consolidated Balance Sheet.
This amount related to accruals associated with
upstream operating agreements outside the United
States. Capital expenditures excludes a $1,400
increase in Properties, plant and equipment (PPE)
related to the acquisition of an additional interest in
an equity affiliate that required a change to the
consolidated method of accounting for the investment
during 2008. This addition to PPE was offset primarily
by reductions in Investments and advances and working
capital and an increase in Noncurrent deferred income
tax liabilities. Refer also to Note 24 beginning on
page FS-58 for a discussion of revisions to the
companys AROs that also did not involve cash receipts
or payments for the three years ending December 31,
2008.
The major components of Capital expenditures
and the reconciliation of this amount to the reported
capital and exploratory expenditures, including
equity affiliates, are presented in the following
table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Additions to properties, plant
and equipment* |
|
$ |
18,495 |
|
|
|
$ |
16,127 |
|
|
$ |
12,800 |
|
Additions to investments |
|
|
1,051 |
|
|
|
|
881 |
|
|
|
880 |
|
Current-year dry hole expenditures |
|
|
320 |
|
|
|
|
418 |
|
|
|
400 |
|
Payments for other liabilities
and assets, net |
|
|
(200 |
) |
|
|
|
(748 |
) |
|
|
(267 |
) |
|
|
|
|
|
Capital expenditures |
|
|
19,666 |
|
|
|
|
16,678 |
|
|
|
13,813 |
|
Expensed exploration expenditures |
|
|
794 |
|
|
|
|
816 |
|
|
|
844 |
|
Assets acquired through capital
lease obligations and other
financing obligations |
|
|
9 |
|
|
|
|
196 |
|
|
|
35 |
|
|
|
|
|
|
Capital and exploratory expenditures,
excluding equity affiliates |
|
|
20,469 |
|
|
|
|
17,690 |
|
|
|
14,692 |
|
Equity in affiliates expenditures |
|
|
2,306 |
|
|
|
|
2,336 |
|
|
|
1,919 |
|
|
|
|
|
|
Capital and exploratory expenditures,
including equity affiliates |
|
$ |
22,775 |
|
|
|
$ |
20,026 |
|
|
$ |
16,611 |
|
|
|
|
|
|
* Net of noncash additions of $5,153 in 2008, $3,560 in 2007 and $440 in 2006.
Note 3
Stockholders Equity
Retained earnings at December 31, 2008 and 2007,
included approximately $7,951 and $7,284, respectively,
for the companys share of undistributed earnings of
equity affiliates.
At December 31, 2008, about 109 million shares of
Chevrons common stock remained available for issuance
from the 160 million shares that were reserved for
issuance under the Chevron Corporation Long-Term
Incentive Plan (LTIP). In addition, approximately
409,000 shares remain available for issuance from the
800,000 shares of the companys common stock that were
reserved for awards under the Chevron Corporation
Non-Employee Directors Equity Compensation and
Deferral Plan (Non-Employee Directors Plan).
Note 4
Summarized Financial Data Chevron U.S.A. Inc.
Chevron U.S.A. Inc. (CUSA) is a major subsidiary of
Chevron Corporation. CUSA and its subsidiaries manage
and operate most of Chevrons U.S. businesses. Assets
include those related to the exploration and
production of crude oil, natural gas and natural gas
liquids and those associated with the refining,
marketing, supply and distribution of products derived
from petroleum, excluding most of the regulated
pipeline operations of Chevron. CUSA also holds the
companys investment in the Chevron Phillips Chemical
Company LLC joint venture, which is accounted for
using the equity method.
FS-35
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note 4 Summarized Financial Data Chevron U.S.A. Inc. - Continued
|
|
|
|
|
|
|
|
|
|
|
During 2008, Chevron implemented legal
reorganizations in which certain Chevron subsidiaries
transferred assets to or under CUSA. The summarized
financial information for CUSA and its consolidated
subsidiaries presented in the table below gives
retroactive effect to the reorganizations as if they
had occurred on January 1, 2006. However, the financial
information in the following table may not reflect the
financial position and operating results in the periods
presented if the reorganization actually had occurred
on that date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Sales and other operating
revenues |
|
$ |
195,593 |
|
|
|
$ |
153,574 |
|
|
$ |
145,774 |
|
Total costs and other deductions |
|
|
185,788 |
|
|
|
|
147,510 |
|
|
|
137,765 |
|
Net income |
|
|
7,237 |
|
|
|
|
5,203 |
|
|
|
5,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
Current assets |
|
$ |
32,760 |
|
|
|
$ |
32,801 |
|
Other assets |
|
|
31,806 |
|
|
|
|
27,400 |
|
Current liabilities |
|
|
14,322 |
|
|
|
|
20,050 |
|
Other liabilities |
|
|
14,805 |
|
|
|
|
11,447 |
|
|
|
|
|
|
Net equity |
|
|
35,439 |
|
|
|
|
28,704 |
|
|
|
|
|
|
Memo: Total debt |
|
$ |
6,813 |
|
|
|
$ |
4,433 |
|
Note 5
Summarized Financial Data Chevron Transport Corporation Ltd.
Chevron Transport Corporation Ltd. (CTC), incorporated
in Bermuda, is an indirect, wholly owned subsidiary of
Chevron Corporation. CTC is the principal operator of
Chevrons international tanker fleet and is engaged in
the marine transportation of crude oil and refined
petroleum products. Most of CTCs shipping revenue is
derived from providing transportation services to other
Chevron companies. Chevron Corporation has fully and
unconditionally guaranteed this subsidiarys
obligations in connection with certain debt securities
issued by a third party. Summarized financial
information for CTC and its consolidated subsidiaries
is presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Sales and other operating revenues |
|
$ |
1,022 |
|
|
|
$ |
667 |
|
|
$ |
692 |
|
Total costs and other deductions |
|
|
947 |
|
|
|
|
713 |
|
|
|
602 |
|
Net income |
|
|
120 |
|
|
|
|
(39 |
) |
|
|
119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
Current assets |
|
$ |
482 |
|
|
|
$ |
335 |
|
Other assets |
|
|
172 |
|
|
|
|
337 |
|
Current liabilities |
|
|
98 |
|
|
|
|
107 |
|
Other liabilities |
|
|
88 |
|
|
|
|
188 |
|
|
|
|
|
|
Net equity |
|
|
468 |
|
|
|
|
377 |
|
|
|
|
|
|
There were no restrictions on CTCs ability to
pay dividends or make loans or advances at December
31, 2008.
Note 6
Summarized Financial Data Tengizchevroil LLP.
Chevron has a 50 percent equity ownership interest
in Tengizchevroil LLP (TCO). Refer to Note 12 on
page FS-41 for a discussion of TCO operations.
Summarized financial information for 100
percent of TCO is presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Sales and other operating revenues |
|
$ |
14,329 |
|
|
|
$ |
8,919 |
|
|
$ |
7,654 |
|
Costs and other deductions |
|
|
5,621 |
|
|
|
|
3,387 |
|
|
|
2,967 |
|
Net income |
|
|
6,134 |
|
|
|
|
3,952 |
|
|
|
3,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
Current assets |
|
$ |
2,740 |
|
|
|
$ |
2,784 |
|
Other assets |
|
|
12,240 |
|
|
|
|
11,446 |
|
Current liabilities |
|
|
1,867 |
|
|
|
|
1,534 |
|
Other liabilities |
|
|
4,759 |
|
|
|
|
4,927 |
|
|
|
|
|
|
Net equity |
|
|
8,354 |
|
|
|
|
7,769 |
|
|
|
|
|
|
Note 7
Financial and Derivative Instruments
Derivative Commodity Instruments Chevron is exposed to
market risks related to price volatility of crude oil,
refined products, natural gas, natural gas liquids,
liquefied natural gas and refinery feedstocks.
The company uses derivative commodity instruments
to manage these exposures on a portion of its
activity, including firm commitments and anticipated
transactions for the purchase, sale and storage of
crude oil, refined products, natural gas, natural gas
liquids and feedstock for company refineries. From
time to time, the company also uses derivative
commodity instruments for limited trading
purposes.
The company uses International Swaps and
Derivatives Association agreements to govern derivative
contracts with certain counterparties to mitigate
credit risk. Depending on the nature of the derivative
transactions, bilateral collateral arrangements may
also be required. When the company is engaged in more
than one outstanding derivative transaction with the
same counterparty and also has a legally enforceable
netting agreement with that counterparty, the net
mark-to-market exposure represents the netting of the
positive and negative exposures with that counterparty
and is a reasonable measure of the companys credit
risk exposure. The company also uses other netting
agreements with certain counterparties with which it
conducts significant transactions to mitigate credit
risk.
The fair values of the outstanding contracts are
reported on the Consolidated Balance Sheet as
Accounts and notes receivable, Accounts payable,
Long-term receivables net and Deferred credits
and other noncurrent obligations. Gains and losses on
the companys risk management activities
FS-36
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|
Note 7
Financial and
Derivative Instruments - Continued
|
|
|
are reported as either Sales and other operating
revenues or Purchased crude oil and products,
whereas trading gains and losses are reported as Other
income.
Foreign Currency The company enters into forward
exchange contracts, generally with terms of 180 days or
less, to manage some of its foreign currency exposures.
These exposures include revenue and anticipated
purchase transactions, including foreign currency
capital expenditures and lease commitments, forecasted
to occur within 180 days. The forward exchange
contracts are recorded at fair value on the balance
sheet with resulting gains and losses reflected in
income.
The fair values of the outstanding contracts are
reported on the Consolidated Balance Sheet as Accounts
and notes receivable or Accounts payable, with gains
and losses reported as Other income.
Interest Rates The company enters into interest rate
swaps from time to time as part of its overall strategy
to manage the interest rate risk on its debt. Under the
terms of the swaps, net cash settlements are based on
the difference between fixed-rate and floating-rate
interest amounts calculated by reference to agreed
notional principal amounts. Interest rate swaps related
to a portion of the companys fixed-rate debt are
accounted for as fair value hedges.
Fair values of the interest rate swaps are
reported on the Consolidated Balance Sheet as
Accounts and notes receivable or Accounts payable.
Interest rate swaps related to floating-rate debt are
recorded at fair value on the balance sheet with
resulting gains and losses reflected in income. At
year-end 2008, the company had no interest-rate swaps
on floating-rate debt.
Fair Value Fair values are derived from quoted market
prices, other independent third-party quotes or, if not
available, the present value of the expected cash flows. The fair values reflect the cash that would have
been received or paid if the instruments were settled
at year-end.
Long-term debt of $1,221 and $2,132 had estimated
fair values of $1,414 and $2,354 at December 31, 2008
and 2007, respectively.
The company holds cash equivalents and marketable
securities in U.S. and non-U.S. portfolios. The
instruments held are primarily time deposits, money
market funds and fixed rate bonds. Cash equivalents and
marketable securities had carrying/fair values of
$7,271 and $5,427 at December 31, 2008 and 2007,
respectively. Of these balances, $7,058 and $4,695 at
the respective year-ends were classified as cash
equivalents that had average maturities under 90 days. The remainder, classified as marketable
securities, had average maturities of approximately one
year. At December 31, 2008,
restricted cash with a
carrying/fair value of $367 that is related to
capital-investment projects at the companys
Pascagoula, Mississippi refinery and Angola liquefied
natural gas project was reclassified from Cash and
cash equivalents to Deferred charges and other
assets on the Consolidated Balance Sheet. This
restricted cash was invested in short-term marketable
securities.
Fair values of other financial and derivative
instruments at the end of 2008 and 2007 were not
material.
Concentrations of Credit Risk The companys financial
instruments that are exposed to concentrations of
credit risk consist primarily of its cash equivalents,
marketable securities, derivative financial instruments
and trade receivables. The companys short-term
investments are placed with a wide array of financial
institutions with high credit ratings. This diversified
investment policy limits the companys exposure both to
credit risk and to concentrations of credit risk.
Similar standards of diversity and creditworthiness are
applied to the companys counterparties in derivative
instruments.
The trade receivable balances, reflecting the
companys diversified sources of revenue, are dispersed
among the companys broad customer base worldwide. As a
consequence, the company believes concentrations of
credit risk are limited. The company routinely assesses
the financial strength of its customers. When the
financial strength of a customer is not considered
sufficient, requiring Letters of Credit is a principal
method used to support sales to customers.
Note 8
Fair Value Measurements
The company implemented FASB Statement No. 157, Fair
Value Measurements (FAS 157), as of January 1, 2008.
FAS 157 was amended in February 2008 by FASB Staff
Position (FSP) FAS No. 157-1, Application of FASB
Statement No. 157 to FASB Statement No. 13 and Its
Related Interpretive Accounting Pronouncements That
Address Leasing Transactions, and by FSP FAS 157-2,
Effective Date of FASB Statement No. 157, which delayed
the companys application of FAS 157 for nonrecurring
nonfinancial assets and liabilities until January 1,
2009. FAS 157 was further amended in October 2008 by
FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not
Active, which clarifies the application of FAS 157 to
assets participating in inactive markets.
Implementation of FAS 157 did not have a material
effect on the companys results of operations or
consolidated financial position and had no effect on
the companys existing fair-value measurement
practices. However, FAS 157 requires disclosure of a
fair-value hierarchy of inputs the
FS-37
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|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
8 Fair Value Measurements - Continued
|
|
|
|
|
|
|
|
|
|
|
company uses to value an asset or a liability. The
three levels of the fair-value hierarchy are described
as follows:
Level 1: Quoted prices (unadjusted) in active
markets for identical assets and liabilities. For
the company, Level 1 inputs include
exchange-traded futures contracts for which the
parties are willing to transact at the
exchange-quoted price and marketable securities
that are actively traded.
Level 2: Inputs other than Level 1 that are
observable, either directly or indirectly. For the
company, Level 2 inputs include quoted prices for
similar assets or liabilities, prices obtained
through third-party broker quotes, and prices that
can be corroborated with other observable inputs
for substantially the complete term of a contract.
Level 3: Unobservable inputs. The company does
not use Level 3 inputs for any of its recurring
fair-value measurements. Beginning January 1,
2009, Level 3 inputs may be required for the
determination of fair value associated with
certain nonrecurring measurements of
nonfinancial assets and liabilities.
The fair-value hierarchy for assets and
liabilities measured at fair value at December 31,
2008, is as follows:
Assets and Liabilities Measured at
Fair Value on a Recurring Basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prices in Active |
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets for |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
At December 31 |
|
|
Assets/Liabilities |
|
|
Inputs |
|
|
Inputs |
|
|
|
2008 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Marketable Securities |
|
$ |
213 |
|
|
$ |
213 |
|
|
$ |
|
|
|
$ |
|
|
Derivatives |
|
|
805 |
|
|
|
529 |
|
|
|
276 |
|
|
|
|
|
|
Total Assets at Fair Value |
|
$ |
1,018 |
|
|
$ |
742 |
|
|
$ |
276 |
|
|
$ |
|
|
|
Derivatives |
|
$ |
516 |
|
|
$ |
98 |
|
|
$ |
418 |
|
|
$ |
|
|
|
Total Liabilities at Fair Value |
|
$ |
516 |
|
|
$ |
98 |
|
|
$ |
418 |
|
|
$ |
|
|
|
Marketable securities The company calculates fair
value for its marketable securities based on quoted
market prices for identical assets and liabilities.
Derivatives The company records its derivative
instruments other than any commodity derivative
contracts that are designated as normal purchase and
normal sale on the Consolidated Balance Sheet at
fair value, with virtually all the offsetting amount
to income. For derivatives with identical or similar
provisions as contracts that are publicly traded on a
regular basis, the company uses the market values of
the publicly traded instruments as an input for
fair-value calculations.
The companys derivative instruments principally
include crude oil, natural gas and refined-product
futures, swaps, options and forward contracts, as well
as interest-rate swaps and foreign currency forward
contracts. Derivatives
classified as Level 1 include
futures, swaps and options contracts traded in active
markets such as the NYMEX (New York Mercantile
Exchange).
Derivatives classified as Level 2 include
swaps (including interest rate), options, and forward
(including foreign currency) contracts principally
with financial institutions and other oil and gas
companies, the fair values for which are obtained from
third-party broker quotes, industry pricing services
and exchanges. The company obtains multiple sources of
pricing information for the Level 2 instruments. Since
this pricing information is generated from observable
market data, it has historically been very consistent.
The company does not materially adjust this
information. The company incorporates internal review,
evaluation and assessment procedures, including a
comparison of Level 2 fair values derived from the
companys internally developed forward curves (on a
sample basis) with the pricing information to document
reasonable, logical and supportable fair-value
determinations and proper level of classification.
Note 9
Operating Segments and Geographic Data
Although each subsidiary of Chevron is responsible for
its own affairs, Chevron Corporation manages its
investments in these subsidiaries and their
affiliates. For this purpose, the investments are
grouped as follows: upstream exploration and
production; downstream refining, marketing and
transportation; chemicals; and all other. The first
three of these groupings represent the companys
reportable segments and operating segments as
defined in Financial Accounting Standards Board (FASB)
Statement No. 131, Disclosures About Segments of an
Enterprise and Related Information (FAS 131).
The segments are separately managed for investment
purposes under a structure that includes segment
managers who report to the companys chief operating
decision maker (CODM) (terms as defined in FAS 131).
The CODM is the companys Executive Committee, a
committee of senior officers that includes the Chief
Executive Officer and that, in turn, reports to the
Board of Directors of Chevron Corporation.
The operating segments represent components of the
company as described in FAS 131 terms that engage in
activities (a) from which revenues are earned and
expenses are incurred; (b) whose operating results are
regularly reviewed by the CODM, which makes decisions
about resources to be allocated to the segments and to
assess their performance; and (c) for which discrete
financial information is available.
Segment managers for the reportable segments are
accountable directly to and maintain regular contact
with the companys CODM to discuss the segments
operating activities and financial performance. The
CODM approves annual capital and exploratory budgets at
the reportable segment level, as well as reviews capital and
exploratory funding for major
FS-38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 9 Operating Segments and Geographic Data - Continued
|
|
|
projects and approves major changes to the annual
capital and exploratory budgets. However,
business-unit managers within the operating segments
are directly responsible for decisions relating to
project implementation and all other matters connected
with daily operations. Company officers who are
members of the Executive Committee also have
individual management responsibilities and participate
in other committees for purposes other than acting as
the CODM.
All Other activities include the companys
interest in Dynegy (through May 2007, when Chevron sold
its interest), mining operations, power generation
businesses, worldwide cash management and debt
financing activities, corporate administrative
functions, insurance operations, real estate
activities, alternative fuels, and technology
companies.
The companys primary country of operation is
the United States of America, its country of
domicile. Other components of the companys
operations are reported as International
(outside the United States).
Segment Earnings The company evaluates the performance
of its operating segments on an after-tax basis,
without considering the effects of debt financing
interest expense or investment interest income, both of
which are managed by the company on a worldwide basis.
Corporate administrative costs and assets are not
allocated to the operating segments. However, operating
segments are billed for the direct use of corporate
services. Nonbillable costs remain at the corporate
level in All Other. After-tax segment income by
major operating area is presented in the following
table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Income by Major Operating Area |
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
7,126 |
|
|
|
$ |
4,532 |
|
|
$ |
4,270 |
|
International |
|
|
14,584 |
|
|
|
|
10,284 |
|
|
|
8,872 |
|
|
|
|
|
|
Total Upstream |
|
|
21,710 |
|
|
|
|
14,816 |
|
|
|
13,142 |
|
|
|
|
|
|
Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
1,369 |
|
|
|
|
966 |
|
|
|
1,938 |
|
International |
|
|
2,060 |
|
|
|
|
2,536 |
|
|
|
2,035 |
|
|
|
|
|
|
Total Downstream |
|
|
3,429 |
|
|
|
|
3,502 |
|
|
|
3,973 |
|
|
|
|
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
22 |
|
|
|
|
253 |
|
|
|
430 |
|
International |
|
|
160 |
|
|
|
|
143 |
|
|
|
109 |
|
|
|
|
|
|
Total Chemicals |
|
|
182 |
|
|
|
|
396 |
|
|
|
539 |
|
|
|
|
|
|
Total Segment Income |
|
|
25,321 |
|
|
|
|
18,714 |
|
|
|
17,654 |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
(107 |
) |
|
|
(312 |
) |
Interest income |
|
|
192 |
|
|
|
|
385 |
|
|
|
380 |
|
Other |
|
|
(1,582 |
) |
|
|
|
(304 |
) |
|
|
(584 |
) |
|
|
|
|
|
Net Income |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
|
|
|
|
|
Segment Assets Segment assets do not include
intercompany investments or intercompany receivables.
Segment assets at year-end 2008 and 2007 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
Upstream |
|
|
|
|
|
|
|
|
|
United States |
|
$ |
26,071 |
|
|
|
$ |
23,535 |
|
International |
|
|
72,530 |
|
|
|
|
61,049 |
|
Goodwill |
|
|
4,619 |
|
|
|
|
4,637 |
|
|
|
|
|
|
Total Upstream |
|
|
103,220 |
|
|
|
|
89,221 |
|
|
|
|
|
|
Downstream |
|
|
|
|
|
|
|
|
|
United States |
|
|
15,869 |
|
|
|
|
16,790 |
|
International |
|
|
23,572 |
|
|
|
|
26,075 |
|
|
|
|
|
|
Total Downstream |
|
|
39,441 |
|
|
|
|
42,865 |
|
|
|
|
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
United States |
|
|
2,535 |
|
|
|
|
2,484 |
|
International |
|
|
1,086 |
|
|
|
|
870 |
|
|
|
|
|
|
Total Chemicals |
|
|
3,621 |
|
|
|
|
3,354 |
|
|
|
|
|
|
Total Segment Assets |
|
|
146,282 |
|
|
|
|
135,440 |
|
|
|
|
|
|
All Other* |
|
|
|
|
|
|
|
|
|
United States |
|
|
8,984 |
|
|
|
|
6,847 |
|
International |
|
|
5,899 |
|
|
|
|
6,499 |
|
|
|
|
|
|
Total All Other |
|
|
14,883 |
|
|
|
|
13,346 |
|
|
|
|
|
|
Total Assets United States |
|
|
53,459 |
|
|
|
|
49,656 |
|
Total Assets International |
|
|
103,087 |
|
|
|
|
94,493 |
|
Goodwill |
|
|
4,619 |
|
|
|
|
4,637 |
|
|
|
|
|
|
Total Assets |
|
$ |
161,165 |
|
|
|
$ |
148,786 |
|
|
|
|
|
|
* |
|
All Other assets consist primarily of worldwide
cash, cash equivalents and marketable securities,
real estate, information systems, mining operations,
power generation businesses, technology companies,
and assets of the corporate administrative
functions. |
Segment Sales and Other Operating Revenues Operating
segment sales and other operating revenues, including
internal transfers, for the years 2008, 2007 and 2006
are presented in the table on the following page. Products are
transferred between operating segments at internal
product values that approximate market prices.
Revenues for the upstream segment are derived primarily from the
production and sale of crude oil and natural gas, as
well as the sale of third-party production of natural
gas. Revenues for the downstream segment are derived
from the refining and marketing of petroleum products,
such as gasoline, jet fuel, gas oils, kerosene,
lubricants, residual fuel oils and other products
derived from crude oil. This segment also generates
revenues from the transportation and trading of crude
oil and refined products. Revenues for the chemicals
segment are derived primarily from the manufacture and
sale of additives for lubricants and fuel. All Other
activities include revenues from mining operations of
coal and other minerals, power generation businesses,
insurance operations, real estate activities, and
technology companies.
FS-39
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
9 Operating Segments and Geographic
Data - Continued
|
|
|
|
|
|
|
|
|
|
|
Other than the United States, no single country
accounted for 10 percent or more of the companys
total sales and other operating revenues in 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
23,503 |
|
|
|
$ |
18,736 |
|
|
$ |
18,061 |
|
Intersegment |
|
|
15,142 |
|
|
|
|
11,625 |
|
|
|
10,069 |
|
|
|
|
|
|
Total United States |
|
|
38,645 |
|
|
|
|
30,361 |
|
|
|
28,130 |
|
|
|
|
|
|
International |
|
|
19,469 |
|
|
|
|
15,213 |
|
|
|
14,560 |
|
Intersegment |
|
|
24,204 |
|
|
|
|
19,647 |
|
|
|
17,139 |
|
|
|
|
|
|
Total International |
|
|
43,673 |
|
|
|
|
34,860 |
|
|
|
31,699 |
|
|
|
|
|
|
Total Upstream |
|
|
82,318 |
|
|
|
|
65,221 |
|
|
|
59,829 |
|
|
|
|
|
|
Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
87,515 |
|
|
|
|
70,535 |
|
|
|
69,367 |
|
Excise and similar taxes |
|
|
4,746 |
|
|
|
|
4,990 |
|
|
|
4,829 |
|
Intersegment |
|
|
447 |
|
|
|
|
491 |
|
|
|
533 |
|
|
|
|
|
|
Total United States |
|
|
92,708 |
|
|
|
|
76,016 |
|
|
|
74,729 |
|
|
|
|
|
|
International |
|
|
122,064 |
|
|
|
|
97,178 |
|
|
|
91,325 |
|
Excise and similar taxes |
|
|
5,044 |
|
|
|
|
5,042 |
|
|
|
4,657 |
|
Intersegment |
|
|
122 |
|
|
|
|
38 |
|
|
|
37 |
|
|
|
|
|
|
Total International |
|
|
127,230 |
|
|
|
|
102,258 |
|
|
|
96,019 |
|
|
|
|
|
|
Total Downstream |
|
|
219,938 |
|
|
|
|
178,274 |
|
|
|
170,748 |
|
|
|
|
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
305 |
|
|
|
|
351 |
|
|
|
372 |
|
Excise and similar taxes |
|
|
2 |
|
|
|
|
2 |
|
|
|
2 |
|
Intersegment |
|
|
266 |
|
|
|
|
235 |
|
|
|
243 |
|
|
|
|
|
|
Total United States |
|
|
573 |
|
|
|
|
588 |
|
|
|
617 |
|
|
|
|
|
|
International |
|
|
1,388 |
|
|
|
|
1,143 |
|
|
|
959 |
|
Excise and similar taxes |
|
|
55 |
|
|
|
|
86 |
|
|
|
63 |
|
Intersegment |
|
|
154 |
|
|
|
|
142 |
|
|
|
160 |
|
|
|
|
|
|
Total International |
|
|
1,597 |
|
|
|
|
1,371 |
|
|
|
1,182 |
|
|
|
|
|
|
Total Chemicals |
|
|
2,170 |
|
|
|
|
1,959 |
|
|
|
1,799 |
|
|
|
|
|
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
815 |
|
|
|
|
757 |
|
|
|
653 |
|
Intersegment |
|
|
917 |
|
|
|
|
760 |
|
|
|
584 |
|
|
|
|
|
|
Total United States |
|
|
1,732 |
|
|
|
|
1,517 |
|
|
|
1,237 |
|
|
|
|
|
|
International |
|
|
52 |
|
|
|
|
58 |
|
|
|
44 |
|
Intersegment |
|
|
33 |
|
|
|
|
31 |
|
|
|
23 |
|
|
|
|
|
|
Total International |
|
|
85 |
|
|
|
|
89 |
|
|
|
67 |
|
|
|
|
|
|
Total All Other |
|
|
1,817 |
|
|
|
|
1,606 |
|
|
|
1,304 |
|
|
|
|
|
|
Segment Sales and Other
Operating Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
133,658 |
|
|
|
|
108,482 |
|
|
|
104,713 |
|
International |
|
|
172,585 |
|
|
|
|
138,578 |
|
|
|
128,967 |
|
|
|
|
|
|
Total Segment Sales and Other
Operating Revenues |
|
|
306,243 |
|
|
|
|
247,060 |
|
|
|
233,680 |
|
Elimination of intersegment sales |
|
|
(41,285 |
) |
|
|
|
(32,969 |
) |
|
|
(28,788 |
) |
|
|
|
|
|
Total Sales and Other
Operating Revenues* |
|
$ |
264,958 |
|
|
|
$ |
214,091 |
|
|
$ |
204,892 |
|
|
|
|
|
|
* |
|
Includes buy/sell contracts of $6,725 in 2006.
Substantially all of the amounts relate to the
downstream segment. Refer to Note 14, on page FS-43,
for a discussion of the companys accounting for
buy/sell contracts. |
Segment Income Taxes Segment income tax expense for
the years 2008, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
3,693 |
|
|
|
$ |
2,541 |
|
|
$ |
2,668 |
|
International |
|
|
15,132 |
|
|
|
|
11,307 |
|
|
|
10,987 |
|
|
|
|
|
|
Total Upstream |
|
|
18,825 |
|
|
|
|
13,848 |
|
|
|
13,655 |
|
|
|
|
|
|
Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
815 |
|
|
|
|
520 |
|
|
|
1,162 |
|
International |
|
|
813 |
|
|
|
|
400 |
|
|
|
586 |
|
|
|
|
|
|
Total Downstream |
|
|
1,628 |
|
|
|
|
920 |
|
|
|
1,748 |
|
|
|
|
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
(22 |
) |
|
|
|
6 |
|
|
|
213 |
|
International |
|
|
47 |
|
|
|
|
36 |
|
|
|
30 |
|
|
|
|
|
|
Total Chemicals |
|
|
25 |
|
|
|
|
42 |
|
|
|
243 |
|
|
|
|
|
|
All Other |
|
|
(1,452 |
) |
|
|
|
(1,331 |
) |
|
|
(808 |
) |
|
|
|
|
|
Total Income Tax Expense |
|
$ |
19,026 |
|
|
|
$ |
13,479 |
|
|
$ |
14,838 |
|
|
|
|
|
|
Other Segment Information Additional information for
the segmentation of major equity affiliates is
contained in Note 12, beginning on page FS-41.
Information related to properties, plant and equipment
by segment is contained in Note 13, on page FS-43.
Note 10
Lease Commitments
Certain noncancelable leases are classified as capital
leases, and the leased assets are included as part of
Properties, plant and equipment, at cost. Such
leasing arrangements involve tanker charters, crude
oil production and processing equipment, service
stations, office buildings, and other facilities.
Other leases are classified as operating leases and
are not capitalized. The payments on such leases are
recorded as expense. Details of the capitalized leased
assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
Upstream |
|
$ |
491 |
|
|
|
$ |
482 |
|
Downstream |
|
$ |
399 |
|
|
|
$ |
551 |
|
Chemical and all other |
|
|
171 |
|
|
|
|
171 |
|
|
|
|
|
|
Total |
|
|
1,061 |
|
|
|
|
1,204 |
|
Less: Accumulated amortization |
|
|
522 |
|
|
|
|
628 |
|
|
|
|
|
|
Net capitalized leased assets |
|
$ |
539 |
|
|
|
$ |
576 |
|
|
|
|
|
|
Rental expenses incurred for operating leases
during 2008, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Minimum rentals |
|
$ |
2,984 |
|
|
|
$ |
2,419 |
|
|
$ |
2,326 |
|
Contingent rentals |
|
|
6 |
|
|
|
|
6 |
|
|
|
6 |
|
|
|
|
|
|
Total |
|
|
2,990 |
|
|
|
|
2,425 |
|
|
|
2,332 |
|
Less: Sublease rental income |
|
|
41 |
|
|
|
|
30 |
|
|
|
33 |
|
|
|
|
|
|
Net rental expense |
|
$ |
2,949 |
|
|
|
$ |
2,395 |
|
|
$ |
2,299 |
|
|
|
|
|
|
FS-40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 10
Lease
Commitments - Continued
|
|
|
Contingent rentals are based on factors other than
the passage of time, principally sales volumes at
leased service stations. Certain leases include
escalation clauses for adjusting rentals to reflect
changes in price indices, renewal options ranging up to
25 years, and options to purchase the leased property
during or at the end of the initial or renewal lease
period for the fair market value or other specified
amount at that time.
At December 31, 2008, the estimated future
minimum lease payments (net of noncancelable sublease
rentals) under operating and capital leases, which at
inception had a non-cancelable term of more than one
year, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
Operating |
|
|
|
Capital |
|
|
|
Leases |
|
|
|
Leases |
|
Year: 2009 |
|
$ |
503 |
|
|
|
$ |
97 |
|
2010 |
|
|
463 |
|
|
|
|
77 |
|
2011 |
|
|
372 |
|
|
|
|
77 |
|
2012 |
|
|
315 |
|
|
|
|
84 |
|
2013 |
|
|
288 |
|
|
|
|
59 |
|
Thereafter |
|
|
947 |
|
|
|
|
154 |
|
|
|
|
|
Total |
|
$ |
2,888 |
|
|
|
$ |
548 |
|
|
|
|
|
Less: Amounts representing interest
and executory costs |
|
|
|
|
|
|
|
(110 |
) |
|
|
|
|
Net present values |
|
|
|
|
|
|
|
438 |
|
Less: Capital lease obligations
included in short-term debt |
|
|
|
|
|
|
|
(97 |
) |
|
|
|
|
Long-term capital lease obligations |
|
|
|
|
|
|
$ |
341 |
|
|
|
|
|
Note 11
Restructuring and Reorganization Costs
In 2007, the company implemented a restructuring and
reorganization program in its downstream operations.
Approximately 900 employees were eligible for severance
payments. As of December 31, 2008, approximately 700
employees have been terminated under the program. Most
of the associated positions are located outside the
United States. The program is expected to be completed
by the end of 2009.
Shown in the table below is the activity for the
companys liability related to the downstream
reorganization. The associated charges against income
were categorized as Operating expenses or Selling,
general and administrative expenses on the
Consolidated Statement of Income.
|
|
|
|
|
|
|
|
|
|
Amounts before tax |
|
2008 |
|
|
|
2007 |
|
Balance at January 1 |
|
$ |
85 |
|
|
|
$ |
|
|
Accruals/adjustments |
|
|
(11 |
) |
|
|
|
85 |
|
Payments |
|
|
(52 |
) |
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
$ |
22 |
|
|
|
$ |
85 |
|
|
|
|
|
Note 12
Investments and Advances
Equity in earnings, together with investments in and
advances to companies accounted for using the equity
method and other investments accounted for at or below
cost, is shown in the table below. For certain equity
affiliates, Chevron pays its share of some income taxes
directly. For such affiliates, the equity in earnings
does not include these taxes, which are reported on the
Consolidated Statement of Income as Income tax
expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and Advances |
|
|
|
Equity in Earnings |
|
|
|
At December 31 |
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
2007 |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tengizchevroil |
|
$ |
6,290 |
|
|
$ |
6,321 |
|
|
|
$ |
3,220 |
|
|
$ |
2,135 |
|
|
$ |
1,817 |
|
Petropiar/Hamaca |
|
|
1,130 |
|
|
|
1,168 |
|
|
|
|
317 |
|
|
|
327 |
|
|
|
319 |
|
Petroboscan |
|
|
816 |
|
|
|
762 |
|
|
|
|
244 |
|
|
|
185 |
|
|
|
31 |
|
Angola LNG Limited |
|
|
1,191 |
|
|
|
574 |
|
|
|
|
(8 |
) |
|
|
21 |
|
|
|
|
|
Other |
|
|
725 |
|
|
|
765 |
|
|
|
|
206 |
|
|
|
204 |
|
|
|
123 |
|
|
|
|
|
Total Upstream |
|
|
10,152 |
|
|
|
9,590 |
|
|
|
|
3,979 |
|
|
|
2,872 |
|
|
|
2,290 |
|
|
|
|
|
Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GS Caltex Corporation |
|
|
2,601 |
|
|
|
2,276 |
|
|
|
|
444 |
|
|
|
217 |
|
|
|
316 |
|
Caspian Pipeline Consortium |
|
|
749 |
|
|
|
951 |
|
|
|
|
103 |
|
|
|
102 |
|
|
|
117 |
|
Star Petroleum Refining
Company Ltd. |
|
|
877 |
|
|
|
944 |
|
|
|
|
22 |
|
|
|
157 |
|
|
|
116 |
|
Escravos Gas-to-Liquids |
|
|
|
|
|
|
628 |
|
|
|
|
86 |
|
|
|
103 |
|
|
|
146 |
|
Caltex Australia Ltd. |
|
|
723 |
|
|
|
580 |
|
|
|
|
250 |
|
|
|
129 |
|
|
|
186 |
|
Colonial Pipeline Company |
|
|
536 |
|
|
|
546 |
|
|
|
|
32 |
|
|
|
39 |
|
|
|
34 |
|
Other |
|
|
1,664 |
|
|
|
1,501 |
|
|
|
|
268 |
|
|
|
215 |
|
|
|
212 |
|
|
|
|
|
Total Downstream |
|
|
7,150 |
|
|
|
7,426 |
|
|
|
|
1,205 |
|
|
|
962 |
|
|
|
1,127 |
|
|
|
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chevron Phillips Chemical
Company LLC |
|
|
2,037 |
|
|
|
2,024 |
|
|
|
|
158 |
|
|
|
380 |
|
|
|
697 |
|
Other |
|
|
25 |
|
|
|
24 |
|
|
|
|
4 |
|
|
|
6 |
|
|
|
5 |
|
|
|
|
|
Total Chemicals |
|
|
2,062 |
|
|
|
2,048 |
|
|
|
|
162 |
|
|
|
386 |
|
|
|
702 |
|
|
|
|
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
567 |
|
|
|
449 |
|
|
|
|
20 |
|
|
|
(76 |
) |
|
|
136 |
|
|
|
|
|
Total equity method |
|
$ |
19,931 |
|
|
$ |
19,513 |
|
|
|
$ |
5,366 |
|
|
$ |
4,144 |
|
|
$ |
4,255 |
|
Other at or below cost |
|
|
989 |
|
|
|
964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments and
advances |
|
$ |
20,920 |
|
|
$ |
20,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States |
|
$ |
4,002 |
|
|
$ |
3,889 |
|
|
|
$ |
307 |
|
|
$ |
478 |
|
|
$ |
955 |
|
Total International |
|
$ |
16,918 |
|
|
$ |
16,588 |
|
|
|
$ |
5,059 |
|
|
$ |
3,666 |
|
|
$ |
3,300 |
|
|
|
|
|
Descriptions of major affiliates, including
significant differences between the companys
carrying value of its investments and its
underlying equity in the net assets of the
affiliates, are as follows:
Tengizchevroil Chevron has a 50 percent equity
ownership interest in Tengizchevroil (TCO), a joint
venture formed in 1993 to develop the Tengiz and
Korolev crude oil fields in Kazakhstan over a
40-year period. At December 31, 2008, the companys
carrying value of its investment in TCO was about
$210 higher than the amount of underlying equity in
TCO net assets. This difference results from
Chevron acquiring a portion of its interest in TCO
at a value greater than the underlying equity for
that portion of TCOs assets.
FS-41
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
12 Investments and Advances - Continued
|
|
|
|
|
|
|
|
|
|
|
Petropiar Chevron has a 30 percent interest in
Petropiar, a joint stock company formed in 2008 to
operate the Hamaca heavy oil production and upgrading
project. The project, located in Venezuelas Orinoco
Belt, has a 25-year contract term. Prior to the
formation of Petropiar, Chevron had a 30 percent
interest in the Hamaca project. At December 31, 2008,
the companys carrying value of its investment in
Petropiar was approximately $250 less than the amount
of underlying equity in Petropiar net assets. The
difference represents the excess of Chevrons
underlying equity in Petropiars net assets over the
net book value of the assets contributed to the
venture.
Petroboscan Chevron has a 39 percent interest in
Petroboscan, a joint stock company formed in 2006 to
operate the Boscan Field in Venezuela until 2026.
Chevron previously operated the field under an
operating service agreement. At December 31, 2008, the
companys carrying value of its investment in
Petroboscan was approximately $290 higher than the
amount of underlying equity in Petroboscan net assets.
The difference reflects the excess of the net book
value of the assets contributed by Chevron over its
underlying equity in Petroboscans net assets.
Angola LNG Ltd. Chevron has a 36 percent interest in
Angola LNG Ltd., which will process and liquefy natural
gas produced in Angola for delivery to international
markets.
GS Caltex Corporation Chevron owns 50 percent of GS
Caltex Corporation, a joint venture with GS Holdings.
The joint venture imports, refines and markets
petroleum products and petrochemicals, predominantly in
South Korea.
Caspian Pipeline Consortium Chevron has a 15 percent
interest in the Caspian Pipeline Consortium, which
provides the critical export route for crude oil from
both TCO and Karachaganak.
Star Petroleum Refining Company Ltd. Chevron has a 64
percent equity ownership interest in Star Petroleum
Refining Company Ltd. (SPRC), which owns the Star
Refinery in Thailand. The Petroleum Authority of
Thailand owns the remaining 36 percent of SPRC.
Escravos Gas-to-Liquids Chevron Nigeria Limited (CNL)
has a 75 percent interest in Escravos Gas-to-Liquids
(EGTL) with the other 25 percent of the joint venture
owned by Nigeria National Petroleum Company. Until
December 1, 2008, Sasol Ltd. provided 50 percent of
CNLs funding require-
ments for the venture as
risk-based financing (returns are based on project
performance). Effective December 1, 2008, Chevron
acquired an additional 37 percent of the obligation
from Sasol, with Sasol retaining 13 percent of the
funding obligation. On that date, Chevron changed its
method of accounting for its EGTL investment from equity to
consolidated. This venture was formed to convert
natural gas produced from Chevrons Nigerian
operations into liquid products for sale in
international markets.
Caltex Australia Ltd. Chevron has a 50 percent equity
ownership interest in Caltex Australia Ltd. (CAL). The
remaining 50 percent of CAL is publicly owned. At
December 31, 2008, the fair value of Chevrons share of
CAL common stock was approximately $670. The decline in
value below the companys carrying value of $723
million at the end of 2008 was deemed temporary.
Colonial Pipeline Company Chevron owns an approximate
23 percent equity interest in the Colonial Pipeline
Company. The Colonial Pipeline system runs from Texas
to New Jersey and transports petroleum products in a
13-state market. At December 31, 2008, the companys
carrying value of its investment in Colonial Pipeline
was approximately $560 higher than the amount of
underlying equity in Colonial Pipeline net assets. This
difference primarily relates to purchase price
adjustments from the acquisition of Unocal Corporation.
Chevron Phillips Chemical Company LLC Chevron owns
50 percent of Chevron Phillips Chemical Company LLC
(CPChem), with the other half owned by
ConocoPhillips Corporation.
Dynegy Inc. In 2007, Chevron sold its 19 percent
common stock investment in Dynegy Inc., for
approximately $940, resulting in a gain of $680.
Other Information Sales and other operating revenues
on the Consolidated Statement of Income includes
$15,390, $11,555 and $9,582 with affiliated companies
for 2008, 2007 and 2006, respectively. Purchased crude
oil and products includes $6,850, $5,464 and $4,222
with affiliated companies for 2008, 2007 and 2006,
respectively.
Accounts and notes receivable on the
Consolidated Balance Sheet includes $701 and
$1,722
due from affiliated companies at December 31,
2008 and 2007, respectively. Accounts payable
includes $289 and $374 due to affiliated companies
at December 31, 2008 and 2007, respectively.
FS-42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 12
Investments
and Advances - Continued
|
|
|
The following table provides summarized financial information on a 100 percent basis for
all equity affiliates as well as Chevrons total share, which includes Chevron loans to
affiliates of $2,820 at December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliates |
|
|
|
Chevron Share |
|
Year ended December 31 |
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Total revenues |
|
$ |
112,707 |
|
|
$ |
94,864 |
|
|
$ |
73,746 |
|
|
|
$ |
54,055 |
|
|
$ |
46,579 |
|
|
$ |
35,695 |
|
Income before income tax expense |
|
|
17,500 |
|
|
|
12,510 |
|
|
|
10,973 |
|
|
|
|
7,532 |
|
|
|
5,836 |
|
|
|
5,295 |
|
Net income |
|
|
12,705 |
|
|
|
9,743 |
|
|
|
7,905 |
|
|
|
|
5,524 |
|
|
|
4,550 |
|
|
|
4,072 |
|
|
|
|
|
At December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
25,194 |
|
|
$ |
26,360 |
|
|
$ |
19,769 |
|
|
|
$ |
10,804 |
|
|
$ |
11,914 |
|
|
$ |
8,944 |
|
Noncurrent assets |
|
|
51,878 |
|
|
|
48,440 |
|
|
|
49,896 |
|
|
|
|
20,129 |
|
|
|
19,045 |
|
|
|
18,575 |
|
Current liabilities |
|
|
17,727 |
|
|
|
19,033 |
|
|
|
15,254 |
|
|
|
|
7,474 |
|
|
|
9,009 |
|
|
|
6,818 |
|
Noncurrent liabilities |
|
|
21,049 |
|
|
|
22,757 |
|
|
|
24,059 |
|
|
|
|
4,533 |
|
|
|
3,745 |
|
|
|
3,902 |
|
|
|
|
|
Net equity |
|
$ |
38,296 |
|
|
$ |
33,010 |
|
|
$ |
30,352 |
|
|
|
$ |
18,926 |
|
|
$ |
18,205 |
|
|
$ |
16,799 |
|
|
|
|
|
Note 13
Properties, Plant and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
Year ended December 31 |
|
|
|
Gross Investment at Cost |
|
|
|
Net Investment |
|
|
|
Additions at Cost1 |
|
|
|
Depreciation Expense2 |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Upstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
54,156 |
|
|
$ |
50,991 |
|
|
$ |
46,191 |
|
|
|
$ |
22,294 |
|
|
$ |
19,850 |
|
|
$ |
16,706 |
|
|
|
$ |
5,374 |
|
|
$ |
5,725 |
|
|
$ |
3,739 |
|
|
|
$ |
2,683 |
|
|
$ |
2,700 |
|
|
$ |
2,374 |
|
International |
|
|
84,282 |
|
|
|
71,408 |
|
|
|
61,281 |
|
|
|
|
51,140 |
|
|
|
43,431 |
|
|
|
37,730 |
|
|
|
|
13,177 |
|
|
|
10,512 |
|
|
|
7,290 |
|
|
|
|
5,441 |
|
|
|
4,605 |
|
|
|
3,888 |
|
|
|
|
|
|
|
|
|
|
|
Total Upstream |
|
|
138,438 |
|
|
|
122,399 |
|
|
|
107,472 |
|
|
|
|
73,434 |
|
|
|
63,281 |
|
|
|
54,436 |
|
|
|
|
18,551 |
|
|
|
16,237 |
|
|
|
11,029 |
|
|
|
|
8,124 |
|
|
|
7,305 |
|
|
|
6,262 |
|
|
|
|
|
|
|
|
|
|
|
Downstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
17,394 |
|
|
|
15,807 |
|
|
|
14,553 |
|
|
|
|
8,977 |
|
|
|
7,685 |
|
|
|
6,741 |
|
|
|
|
2,032 |
|
|
|
1,514 |
|
|
|
1,109 |
|
|
|
|
629 |
|
|
|
509 |
|
|
|
474 |
|
International |
|
|
11,587 |
|
|
|
10,471 |
|
|
|
11,036 |
|
|
|
|
6,001 |
|
|
|
4,690 |
|
|
|
5,233 |
|
|
|
|
2,285 |
|
|
|
519 |
|
|
|
532 |
|
|
|
|
469 |
|
|
|
633 |
|
|
|
551 |
|
|
|
|
|
|
|
|
|
|
|
Total Downstream |
|
|
28,981 |
|
|
|
26,278 |
|
|
|
25,589 |
|
|
|
|
14,978 |
|
|
|
12,375 |
|
|
|
11,974 |
|
|
|
|
4,317 |
|
|
|
2,033 |
|
|
|
1,641 |
|
|
|
|
1,098 |
|
|
|
1,142 |
|
|
|
1,025 |
|
|
|
|
|
|
|
|
|
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
725 |
|
|
|
678 |
|
|
|
645 |
|
|
|
|
338 |
|
|
|
308 |
|
|
|
289 |
|
|
|
|
50 |
|
|
|
40 |
|
|
|
25 |
|
|
|
|
19 |
|
|
|
19 |
|
|
|
19 |
|
International |
|
|
828 |
|
|
|
815 |
|
|
|
771 |
|
|
|
|
496 |
|
|
|
453 |
|
|
|
431 |
|
|
|
|
72 |
|
|
|
53 |
|
|
|
54 |
|
|
|
|
33 |
|
|
|
26 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
Total Chemicals |
|
|
1,553 |
|
|
|
1,493 |
|
|
|
1,416 |
|
|
|
|
834 |
|
|
|
761 |
|
|
|
720 |
|
|
|
|
122 |
|
|
|
93 |
|
|
|
79 |
|
|
|
|
52 |
|
|
|
45 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
All Other3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
4,310 |
|
|
|
3,873 |
|
|
|
3,243 |
|
|
|
|
2,523 |
|
|
|
2,179 |
|
|
|
1,709 |
|
|
|
|
598 |
|
|
|
680 |
|
|
|
270 |
|
|
|
|
250 |
|
|
|
215 |
|
|
|
171 |
|
International |
|
|
17 |
|
|
|
41 |
|
|
|
27 |
|
|
|
|
11 |
|
|
|
14 |
|
|
|
19 |
|
|
|
|
5 |
|
|
|
5 |
|
|
|
8 |
|
|
|
|
4 |
|
|
|
1 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
Total All Other |
|
|
4,327 |
|
|
|
3,914 |
|
|
|
3,270 |
|
|
|
|
2,534 |
|
|
|
2,193 |
|
|
|
1,728 |
|
|
|
|
603 |
|
|
|
685 |
|
|
|
278 |
|
|
|
|
254 |
|
|
|
216 |
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
Total United States |
|
|
76,585 |
|
|
|
71,349 |
|
|
|
64,632 |
|
|
|
|
34,132 |
|
|
|
30,022 |
|
|
|
25,445 |
|
|
|
|
8,054 |
|
|
|
7,959 |
|
|
|
5,143 |
|
|
|
|
3,581 |
|
|
|
3,443 |
|
|
|
3,038 |
|
Total International |
|
|
96,714 |
|
|
|
82,735 |
|
|
|
73,115 |
|
|
|
|
57,648 |
|
|
|
48,588 |
|
|
|
43,413 |
|
|
|
|
15,539 |
|
|
|
11,089 |
|
|
|
7,884 |
|
|
|
|
5,947 |
|
|
|
5,265 |
|
|
|
4,468 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
173,299 |
|
|
$ |
154,084 |
|
|
$ |
137,747 |
|
|
|
$ |
91,780 |
|
|
$ |
78,610 |
|
|
$ |
68,858 |
|
|
|
$ |
23,593 |
|
|
$ |
19,048 |
|
|
$ |
13,027 |
|
|
|
$ |
9,528 |
|
|
$ |
8,708 |
|
|
$ |
7,506 |
|
|
|
|
|
|
|
|
|
|
|
1 Net of dry hole expense related to prior years expenditures of
$55, $89 and $120 in 2008, 2007 and 2006, respectively.
2
Depreciation expense includes accretion expense of $430, $399 and $275 in
2008, 2007 and 2006, respectively.
3 Primarily mining operations,
power generation businesses, real estate assets and management information
systems.
Note 14
Accounting for Buy/Sell Contracts
The company adopted the accounting prescribed by
Emerging Issues Task Force (EITF) Issue No. 04-13,
Accounting for Purchases and Sales of Inventory with
the Same Counterparty (Issue 04-13), on a prospective
basis from April 1, 2006. Issue 04-13 requires that two
or more legally separate exchange transactions with the
same counterparty, including buy/sell transactions, be
combined
and considered as a single arrangement for purposes of
applying the provisions of Accounting Principles Board
Opinion No. 29, Accounting for Nonmonetary
Transactions, when the transactions are entered into
in
contemplation of one another. In prior periods,
the company accounted for buy/sell transactions in the
Consolidated Statement of Income as a monetary
transaction purchases were reported as Purchased
crude oil and products; sales were reported as Sales
and other operating revenues.
With the companys
adoption of Issue 04-13, buy/sell transactions
beginning in the second quarter 2006 are netted against
each other on the Consolidated Statement of Income,
with no effect on net income. The amount associated
with buy/sell transactions in the first quarter 2006
is shown as a footnote to the Consolidated Statement of
Income on page FS-27.
FS-43
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
|
|
|
|
|
|
|
|
|
|
|
Note 15
Litigation
MTBE Chevron and many other companies in the petroleum
industry have used methyl tertiary butyl ether (MTBE)
as a gasoline additive. In October 2008, 59 cases were
settled in which the company was a party and which
related to the use of MTBE in certain oxygenated
gasolines and the alleged seepage of MTBE into
groundwater. The terms of this agreement are
confidential and not material to the companys results
of operations, liquidity or financial position.
Chevron is a party to 37 other pending
lawsuits and claims, the majority of which involve
numerous other petroleum marketers and refiners.
Resolution of these lawsuits and claims may
ultimately require the company to correct or
ameliorate the alleged effects on the environment
of prior release of MTBE by the company or other
parties. Additional lawsuits and claims related to
the use of MTBE, including personal-injury claims,
may be filed in the future. The settlement of the
59 lawsuits did not set any precedents related to
standards of liability to be used to judge the
merits of the claims, corrective measures required
or monetary damages to be assessed for the
remaining lawsuits and claims or future lawsuits
and claims. As a result, the companys ultimate
exposure related to pending lawsuits and claims is
not currently determinable, but could be material
to net income in any one period. The company no
longer uses MTBE in the manufacture of gasoline in
the United States.
RFG Patent Fourteen purported class actions were
brought by consumers who purchased reformulated
gasoline (RFG) from January 1995 through August 2005,
alleging that Unocal misled the California Air
Resources Board into adopting standards for composition
of RFG that overlapped with Unocals undisclosed and
pending patents. The parties agreed to a settlement
that calls for, among other things, Unocal to pay $48
and for the establishment of a cy pres fund to
administer payout of the award. The court approved the
final settlement in November 2008.
Ecuador Chevron is a defendant in a civil lawsuit
before the Superior Court of Nueva Loja in Lago Agrio,
Ecuador, brought in May 2003 by plaintiffs who claim
to be representatives of certain residents of an area
where an oil production consortium formerly had
operations. The lawsuit alleges damage to the
environment from the oil exploration and production
operations, and seeks unspecified damages to fund
environmental remediation and restoration of the
alleged environmental harm, plus a health monitoring
program. Until 1992, Texaco Petroleum Company
(Texpet), a subsidiary of Texaco Inc., was a minority
member of this consortium with Petroecuador, the
Ecuadorian state-owned
oil company, as the majority
partner; since 1990, the operations have been conducted solely by Petroecuador. At
the conclusion of the consortium and following an
independent third-party environmental audit of the
concession area, Texpet entered into a formal
agreement with the Republic of Ecuador and
Petroecuador for Texpet to remediate specific sites
assigned by the government in proportion to Texpets
ownership share of the consortium. Pursuant to that
agreement, Texpet conducted a three-year remediation
program at a cost of $40. After certifying that the
sites were properly remediated, the government granted
Texpet and all related corporate entities a full
release from any and all environmental liability
arising from the consortium operations.
Based on the history described above, Chevron
believes that this lawsuit lacks legal or factual
merit. As to matters of law, the company believes
first, that the court lacks jurisdiction over
Chevron; second, that the law under which
plaintiffs bring the action, enacted in 1999,
cannot be applied retroactively to Chevron; third,
that the claims are barred by the statute of
limitations in Ecuador; and, fourth, that the
lawsuit is also barred by the releases from
liability previously given to Texpet by the
Republic of Ecuador and Petroecuador. With regard
to the facts, the company believes that the
evidence confirms that Texpets remediation was
properly conducted and that the remaining
environmental damage reflects Petroecuadors
failure to timely fulfill its legal obligations and
Petroecuadors further conduct since assuming full
control over the operations.
In April 2008, a mining engineer appointed by
the court to identify and determine the cause of
environmental damage, and to specify steps needed
to remediate it, issued a report recommending that
the court assess $8,000, which would, according to
the engineer, provide financial compensation for
purported damages, including wrongful death
claims, and pay for, among other items,
environmental remediation, health care systems,
and additional infrastructure for Petroecuador.
The engineers report also asserted that an
additional $8,300 could be assessed against
Chevron for unjust enrichment. The engineers
report is not binding on the court. Chevron also
believes that the engineers work was performed
and his report prepared in a manner contrary to
law and in violation of the courts orders.
Chevron submitted a rebuttal to the report in
which it asked the court to strike the report in
its entirety. In November 2008, the engineer
revised the report and, without additional
evidence, recommended an increase in the financial
compensation for purported damages to a total of
$18,900 and an increase in the assessment for
purported unjust enrichment to a
FS-44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 15 Litigation - Continued
|
|
|
total of $8,400.
Chevron submitted a rebuttal to the revised
report, and Chevron will continue a vigorous
defense of any attempted imposition of liability.
Management does not believe an
estimate of a reasonably possible loss (or a range
of loss) can be made in this case. Due to the
defects associated with the engineers report,
management does not believe the report itself has
any utility in calculating a reasonably possible
loss (or a range of loss). Moreover, the highly
uncertain legal environment surrounding the case
provides no basis for management to estimate a
reasonably possible loss (or a range of loss).
Note 16
Taxes
Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Taxes on income |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
$ |
2,879 |
|
|
|
$ |
1,446 |
|
|
$ |
2,828 |
|
Deferred |
|
|
274 |
|
|
|
|
225 |
|
|
|
200 |
|
State and local |
|
|
669 |
|
|
|
|
338 |
|
|
|
581 |
|
|
|
|
|
Total United States |
|
|
3,822 |
|
|
|
|
2,009 |
|
|
|
3,609 |
|
|
|
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
15,021 |
|
|
|
|
11,416 |
|
|
|
11,030 |
|
Deferred |
|
|
183 |
|
|
|
|
54 |
|
|
|
199 |
|
|
|
|
|
Total International |
|
|
15,204 |
|
|
|
|
11,470 |
|
|
|
11,229 |
|
|
|
|
|
Total taxes on income |
|
$ |
19,026 |
|
|
|
$ |
13,479 |
|
|
$ |
14,838 |
|
|
|
|
|
In 2008, before-tax income for U.S. operations,
including related corporate and other charges, was
$10,682, compared with before-tax income of $7,794 and
$9,131 in 2007 and 2006, respectively. For
international operations, before-tax income was
$32,275, $24,373 and $22,845 in 2008, 2007 and 2006,
respectively. U.S. federal income tax expense was
reduced by $198, $132 and $116 in 2008, 2007 and 2006,
respectively, for business tax credits.
The reconciliation between the U.S. statutory
federal income tax rate and the companys effective
income tax rate is explained in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
U.S. statutory federal income tax rate |
|
|
35.0 |
% |
|
|
|
35.0 |
% |
|
|
35.0 |
% |
Effect of income taxes from international operations at rates different
from the U.S. statutory rate |
|
|
10.2 |
|
|
|
|
8.3 |
|
|
|
10.3 |
|
State and local taxes on income, net
of U.S. federal income tax benefit |
|
|
1.0 |
|
|
|
|
0.8 |
|
|
|
1.0 |
|
Prior-year tax adjustments |
|
|
(0.1 |
) |
|
|
|
0.3 |
|
|
|
0.9 |
|
Tax credits |
|
|
(0.5 |
) |
|
|
|
(0.4 |
) |
|
|
(0.4 |
) |
Effects of enacted changes in tax laws |
|
|
(0.6 |
) |
|
|
|
(0.3 |
) |
|
|
0.3 |
|
Other |
|
|
(0.7 |
) |
|
|
|
(1.8 |
) |
|
|
(0.7 |
) |
|
|
|
|
Effective tax rate |
|
|
44.3 |
% |
|
|
|
41.9 |
% |
|
|
46.4 |
% |
|
|
|
|
The companys effective tax rate increased from
41.9 percent in 2007 to 44.3 percent in 2008. The
increase in the Effect of income taxes from
international operations at rates different from the
U.S. statutory rate from 8.3 percent in 2007 to 10.2
percent in 2008 was mainly due to a greater proportion
of income being earned in 2008 in tax jurisdictions
with higher tax rates. In addition, the 2007 period
included a relatively low tax rate on the sale of
downstream assets in Europe. The change in Other from
a negative 1.8 percent to a negative 0.7 percent
primarily related to a lower effective tax rate on the
sale of the companys investment in Dynegy common stock
in 2007.
The company records its deferred taxes on a
tax-jurisdiction basis and classifies those net amounts as
current or noncurrent based on the balance sheet
classification of the related assets or liabilities.
The reported deferred tax balances are composed of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
Properties, plant and equipment |
|
$ |
18,271 |
|
|
|
$ |
17,310 |
|
Investments and other |
|
|
2,225 |
|
|
|
|
1,837 |
|
|
|
|
|
Total deferred tax liabilities |
|
|
20,496 |
|
|
|
|
19,147 |
|
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
Abandonment/environmental reserves |
|
|
(4,338 |
) |
|
|
|
(3,587 |
) |
Employee benefits |
|
|
(3,488 |
) |
|
|
|
(2,148 |
) |
Tax loss carryforwards |
|
|
(1,139 |
) |
|
|
|
(1,603 |
) |
Deferred credits |
|
|
(3,933 |
) |
|
|
|
(1,689 |
) |
Foreign tax credits |
|
|
(4,784 |
) |
|
|
|
(3,138 |
) |
Inventory |
|
|
(260 |
) |
|
|
|
(608 |
) |
Other accrued liabilities |
|
|
(445 |
) |
|
|
|
(477 |
) |
Miscellaneous |
|
|
(1,732 |
) |
|
|
|
(1,528 |
) |
|
|
|
|
Total deferred tax assets |
|
|
(20,119 |
) |
|
|
|
(14,778 |
) |
|
|
|
|
Deferred tax assets valuation allowance |
|
|
7,535 |
|
|
|
|
5,949 |
|
|
|
|
|
Total deferred taxes, net |
|
$ |
7,912 |
|
|
|
$ |
10,318 |
|
|
|
|
|
Deferred tax liabilities at the end of 2008
increased by approximately $1,300 from year-end 2007.
The increase was primarily related to increased
temporary differences for properties, plant and
equipment.
Deferred tax assets increased by approximately
$5,300 in 2008. The increase related primarily to
deferred credits recorded for future tax benefits
earned from a new field in Africa ($2,200); increased
deferred tax benefits for pension-related obligations
($1,300); and additional foreign tax credits arising
from earnings in high-tax-rate international
jurisdictions ($1,600), which were substantially
offset by valuation allowances.
The overall valuation allowance relates to
foreign tax credit carryforwards, tax loss
carryforwards and temporary differences for which no
benefit is expected to
be realized. Tax loss carryforwards exist in
many international jurisdictions. Whereas some of
these tax loss carryforwards do not have an
expiration date, others expire at various times from
FS-45
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
16 Taxes - Continued
|
|
|
|
|
|
|
|
|
|
|
2009 through 2032. Foreign tax credit carryforwards
of $4,784 will expire between 2009 and 2018.
At
December 31, 2008 and 2007, deferred taxes were
classified in the Consolidated Balance Sheet as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
Prepaid expenses and other current assets |
|
$ |
(1,130 |
) |
|
|
$ |
(1,234 |
) |
Deferred charges and other assets |
|
|
(2,686 |
) |
|
|
|
(812 |
) |
Federal and other taxes on income |
|
|
189 |
|
|
|
|
194 |
|
Noncurrent deferred income taxes |
|
|
11,539 |
|
|
|
|
12,170 |
|
|
|
|
|
Total deferred income taxes, net |
|
$ |
7,912 |
|
|
|
$ |
10,318 |
|
|
|
|
|
Income taxes are not accrued for unremitted
earnings of international operations that have been or
are intended to be reinvested indefinitely.
Undistributed earnings of international consolidated
subsidiaries and affiliates for which no deferred
income tax provision has been made for possible future
remittances totaled $22,428 at December 31, 2008. This
amount represents earnings reinvested as part of the
companys ongoing international business. It is not
practicable to estimate the amount of taxes that might
be payable on the eventual remittance of earnings that
are intended to be reinvested indefinitely. At the
end of 2008, deferred income taxes were recorded for
the undistributed earnings of certain international
operations for which the company no longer intends to
indefinitely reinvest the earnings. The company does
not anticipate incurring significant additional taxes
on remittances of earnings that are not indefinitely
reinvested.
Uncertain Income Tax Positions Financial Accounting
Standards Board (FASB) Interpretation No. 48,
Accounting for Uncertainty in Income Taxes An
Interpretation of FASB Statement No. 109 (FIN 48),
provides the accounting guidance for income tax benefits that are uncertain in nature. Under FIN 48, a
company recognizes a tax benefit in the financial
statements for an uncertain tax position only if
managements assessment is that the position is more
likely than not (i.e., a likelihood greater than 50
percent) to be allowed by the tax jurisdiction based
solely on the technical merits of the position. The
term tax position in FIN 48 refers to a position in
a previously filed tax return or a position expected
to be taken in a future tax return that is reflected
in measuring current or deferred income tax assets and
liabilities for interim or annual periods.
The following table indicates the changes to the
companys unrecognized tax benefits for the year ended
December 31, 2008. The term unrecognized tax
benefits in FIN 48 refers to the differences between
a tax position taken or expected to be taken in a tax
return and the benefit measured and recognized in the
financial statements in accordance with the guidelines
of FIN 48. Interest and penalties are not included.
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
Balance at January 1 |
|
$ |
2,199 |
|
|
|
$ |
2,296 |
|
Foreign currency effects |
|
|
(1 |
) |
|
|
|
19 |
|
Additions based on tax positions taken in current year |
|
|
522 |
|
|
|
|
418 |
|
Reductions based on tax positions taken in current year |
|
|
(17 |
) |
|
|
|
|
|
Additions/reductions resulting from current year asset
acquisitions/sales |
|
|
175 |
|
|
|
|
|
|
Additions for tax positions taken in prior years |
|
|
337 |
|
|
|
|
120 |
|
Reductions for tax positions taken in prior years |
|
|
(246 |
) |
|
|
|
(225 |
) |
Settlements with taxing authorities in current year |
|
|
(215 |
) |
|
|
|
(255 |
) |
Reductions as a result of a lapse of the applicable statute
of limitations |
|
|
(58 |
) |
|
|
|
|
|
Reductions due to tax positions previously expected to be
taken but subsequently not taken on prior year tax returns |
|
|
|
|
|
|
|
(174 |
) |
|
|
|
|
Balance at December 31 |
|
$ |
2,696 |
|
|
|
$ |
2,199 |
|
|
|
|
|
Although unrecognized tax benefits for individual
tax positions may increase or decrease during 2009, the
company believes that no change will be individually
significant during 2009. Approximately 85 percent of
the $2,696 of unrecognized tax benefits at December
31, 2008, would have an impact on the effective tax
rate if subsequently recognized.
Tax positions for
Chevron and its subsidiaries and affiliates are
subject to income tax audits by many tax jurisdictions
throughout the world. For the companys major tax
jurisdictions, examinations of tax returns for certain
prior tax years had not been completed as of December
31, 2008. For these jurisdictions, the latest years for
which income tax examinations had been finalized were
as follows: United States 2003, Nigeria 1994,
Angola 2001 and Saudi Arabia 2003.
On the
Consolidated Statement of Income, the company reports
interest and penalties related to liabilities for
uncertain tax positions as Income tax expense. As of
December 31, 2008, accruals of $276 for anticipated
interest and penalty obligations were included on the
Consolidated Balance Sheet, compared with accruals of
$198 as of year-end 2007. Income tax expense associated
with interest and penalties was $79 and $70 in 2008 and
2007, respectively.
FS-46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 16 Taxes - Continued
|
|
|
Taxes Other Than on Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
Excise and similar taxes on
products and merchandise |
|
$ |
4,748 |
|
|
|
$ |
4,992 |
|
|
$ |
4,831 |
|
Import duties and other levies |
|
|
1 |
|
|
|
|
12 |
|
|
|
32 |
|
Property and other
miscellaneous taxes |
|
|
588 |
|
|
|
|
491 |
|
|
|
475 |
|
Payroll taxes |
|
|
204 |
|
|
|
|
185 |
|
|
|
155 |
|
Taxes on production |
|
|
431 |
|
|
|
|
288 |
|
|
|
360 |
|
|
|
|
|
|
Total United States |
|
|
5,972 |
|
|
|
|
5,968 |
|
|
|
5,853 |
|
|
|
|
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
Excise and similar taxes on
products and merchandise |
|
|
5,098 |
|
|
|
|
5,129 |
|
|
|
4,720 |
|
Import duties and other levies |
|
|
8,368 |
|
|
|
|
10,404 |
|
|
|
9,618 |
|
Property and other
miscellaneous taxes |
|
|
1,557 |
|
|
|
|
528 |
|
|
|
491 |
|
Payroll taxes |
|
|
106 |
|
|
|
|
89 |
|
|
|
75 |
|
Taxes on production |
|
|
202 |
|
|
|
|
148 |
|
|
|
126 |
|
|
|
|
|
|
Total International |
|
|
15,331 |
|
|
|
|
16,298 |
|
|
|
15,030 |
|
|
|
|
|
|
Total taxes other than on income |
|
$ |
21,303 |
|
|
|
$ |
22,266 |
|
|
$ |
20,883 |
|
|
|
|
|
|
Note 17
Short-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
Commercial paper* |
|
$ |
5,742 |
|
|
|
$ |
3,030 |
|
Notes payable to banks and others with
originating terms of one year or less |
|
|
149 |
|
|
|
|
219 |
|
Current maturities of long-term debt |
|
|
429 |
|
|
|
|
850 |
|
Current maturities of long-term
capital leases |
|
|
78 |
|
|
|
|
73 |
|
Redeemable long-term obligations |
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
1,351 |
|
|
|
|
1,351 |
|
Capital leases |
|
|
19 |
|
|
|
|
21 |
|
|
|
|
|
|
Subtotal |
|
|
7,768 |
|
|
|
|
5,544 |
|
Reclassified to long-term debt |
|
|
(4,950 |
) |
|
|
|
(4,382 |
) |
|
|
|
|
|
Total short-term debt |
|
$ |
2,818 |
|
|
|
$ |
1,162 |
|
|
|
|
|
|
* Weighted-average interest rates at December 31,
2008 and 2007, were 0.67 percent and
4.35 percent, respectively.
Redeemable long-term obligations consist
primarily of tax-exempt variable-rate put bonds that
are included as current liabilities because they
become redeemable at the option of the bondholders
within one year following the balance sheet date.
The company periodically enters into interest rate
swaps on a portion of its short-term debt. See Note 7,
beginning on page FS-36, for information concerning the
companys debt-related derivative activities.
At December 31, 2008, the company had $4,950 of
committed credit facilities with banks worldwide,
which permit
the company to refinance short-term obligations
on a long-term basis. The facilities support the
companys commercial paper borrowings. Interest on
borrowings under the terms of specific agreements may
be based on the London Interbank Offered Rate or bank
prime rate. No amounts were outstanding under these
credit agreements during 2008 or at year-end.
At December 31, 2008 and 2007, the company
classified $4,950 and $4,382, respectively, of
short-term debt as long-term. Settlement of these
obligations is not expected to require the use of
working capital in 2009, as the company has both the
intent and the ability to refinance this debt on a
long-term basis.
Note 18
Long-Term Debt
Total long-term debt, excluding capital leases, at
December 31, 2008, was $5,742. The companys
long-term debt outstanding at year-end 2008 and
2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
3.375% notes due 2008 |
|
$ |
|
|
|
|
$ |
749 |
|
5.5% notes due 2009 |
|
|
400 |
|
|
|
|
405 |
|
7.327% amortizing notes due 20141 |
|
|
194 |
|
|
|
|
213 |
|
8.625% debentures due 2032 |
|
|
147 |
|
|
|
|
161 |
|
8.625% debentures due 2031 |
|
|
108 |
|
|
|
|
108 |
|
7.5% debentures due 2043 |
|
|
85 |
|
|
|
|
85 |
|
8% debentures due 2032 |
|
|
74 |
|
|
|
|
81 |
|
9.75% debentures due 2020 |
|
|
56 |
|
|
|
|
57 |
|
8.875% debentures due 2021 |
|
|
40 |
|
|
|
|
46 |
|
8.625% debentures due 2010 |
|
|
30 |
|
|
|
|
30 |
|
3.85% notes due 2008 |
|
|
|
|
|
|
|
30 |
|
Medium-term notes, maturing from
2021 to 2038 (6.2%)2 |
|
|
38 |
|
|
|
|
64 |
|
Fixed interest rate notes, maturing 2011 (9.378%)2 |
|
|
21 |
|
|
|
|
27 |
|
Other foreign currency obligations (0.5%)2 |
|
|
13 |
|
|
|
|
17 |
|
Other long-term debt (9.1%)2 |
|
|
15 |
|
|
|
|
59 |
|
|
|
|
|
|
Total including debt due within one year |
|
|
1,221 |
|
|
|
|
2,132 |
|
Debt due within one year |
|
|
(429 |
) |
|
|
|
(850 |
) |
Reclassified from short-term debt |
|
|
4,950 |
|
|
|
|
4,382 |
|
|
|
|
|
|
Total long-term debt |
|
$ |
5,742 |
|
|
|
$ |
5,664 |
|
|
|
|
|
|
1 Guarantee of ESOP debt.
2 Weighted-average interest rate at December 31, 2008.
Long-term debt of $1,221 matures as follows: 2009 $429;
2010 $64; 2011 $47; 2012 $33; 2013 $41; and after
2013 $607.
In 2008, debt totaling $822 matured, including $749 of
Chevron Canada Funding Company notes. In 2007, $2,000
of Chevron Canada Funding Company bonds matured. The
company also redeemed early $874 of Texaco Capital Inc.
bonds, at an after-tax loss of approximately $175.
FS-47
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
19 New Accounting Standards
|
|
|
|
|
|
|
|
|
|
|
Note 19
New Accounting Standards
FASB Statement No. 141 (revised 2007), Business
Combinations (FAS 141-R) In December 2007, the FASB
issued FAS 141-R, which became effective for business
combination transactions having an acquisition date on
or after January 1, 2009. This standard requires the
acquiring entity in a business combination to recognize
the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the
acquisition date to be measured at their respective
fair values. It also requires acquisition-related
costs, as well as restructuring costs the acquirer
expects to incur for which it is not obligated at
acquisition date, to be recorded against income rather
than included in purchase-price determination. Finally,
the standard requires recognition of contingent
arrangements at their acquisition-date fair values,
with subsequent changes in fair value generally
reflected in income.
FASB Staff Position FAS 141(R)-a Accounting for Assets Acquired
and Liabilities Assumed in a Business Combination (FSP FAS 141(R)-a) In February 2009, the FASB
approved for issuance FSP FAS 141(R)-a, which became effective for business combinations having an acquisition
date on or after January 1, 2009. This standard requires an asset or liability arising from a contingency in a business
combination to be recognized at fair value if fair value can be reasonably determined. If it cannot be reasonably determined then the
asset or liability will need to be recognized in accordance with FASB
Statement No. 5, Accounting for Contingencies, and FASB
Interpretation No. 14, Reasonable Estimation of the Amount of the Loss.
FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB
No. 51 (FAS 160) The FASB issued FAS 160 in December
2007, which became effective for the company January 1,
2009, with retroactive adoption of the Standards
presentation and disclosure requirements for existing
minority interests. This standard requires ownership
interests in subsidiaries held by parties other than
the parent to be presented within the equity section of
the Consolidated Balance Sheet but separate from the
parents equity. It also requires the amount of
consolidated net income attributable to the parent and
the noncontrolling interest to be clearly identified
and presented on the face of the Consolidated Statement
of Income. Certain changes in a parents ownership
interest are to be accounted for as equity transactions
and when a subsidiary is deconsolidated, any
noncontrolling equity investment in the former
subsidiary is to be initially measured at fair value.
Implementation of FAS 160 will not significantly change
the presentation of the companys Consolidated
Statement of Income or Consolidated Balance Sheet.
FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities (FAS 161) In March
2008, the FASB issued FAS 161, which became effective
for the company on January 1, 2009. This standard
amends and expands the disclosure requirements of FASB
Statement No. 133,
Accounting for Derivative Instruments and Hedging
Activities. FAS 161 requires disclosures related to
objectives and strategies for using derivatives; the
fair-value amounts of, and gains and losses on, derivative instruments; and
credit-risk-related contingent features in derivative
agreements. The companys disclosures for derivative
instruments will be expanded to include a tabular
representation of the location and fair value amounts
of derivative instruments on the balance sheet, fair
value gains and losses on the income statement and
gains and losses associated with cash flow hedges
recognized in earnings and other comprehensive income.
FASB Staff Position FAS 132(R)-1, Employers
Disclosures about Postretirement Benefit Plan Assets
(FSP FAS 132(R)-1) In December 2008, the FASB issued
FSP FAS 132(R)-1, which becomes effective with the
companys reporting at December 31, 2009. This standard
amends and expands the disclosure requirements on the
plan assets of defined benefit pension and other
postretirement plans to provide users of financial
statements with an understanding of: how investment
allocation decisions are made; the major categories of
plan assets; the inputs and valuation techniques used
to measure the fair value of plan assets; the effect of
fair-value measurements using significant unobservable
inputs on changes in plan assets for the period; and
significant concentrations of risk within plan assets.
The company does not prefund its other postretirement
plan obligations, and the effect on the companys
disclosures for its pension plan assets as a result of
the adoption of FSP FAS 132(R)-1 will depend on the
companys plan assets at that time.
Note 20
Accounting for Suspended Exploratory Wells
The company accounts for the cost of exploratory wells
in accordance with FASB Statement No. 19, Financial and
Reporting by Oil and Gas Producing Companies (FAS 19),
as amended by FASB Staff Position (FSP) FAS 19-1,
Accounting for Suspended Well Costs, which provides
that exploratory well costs continue to be capitalized
after the completion of drilling when (a) the well has
found a sufficient quantity of reserves to justify
completion as a producing well and (b) the enterprise
is making sufficient progress assessing the reserves
and the economic and operating viability of the
project. If either condition is not met or if an
enterprise obtains information that raises substantial
doubt about the economic or operational viability of
the project, the exploratory well would be assumed to
be impaired, and its costs, net of any salvage value,
would be charged to expense.
FS-48
|
|
|
|
|
|
|
|
|
|
|
|
Note
20 Accounting for Suspended
Exploratory Wells - Continued
|
|
|
|
|
|
|
|
|
|
|
FAS 19 provides a number
of indicators that can assist an entity to demonstrate
sufficient progress is being made in assessing the
reserves and economic viability of the project.
The following table indicates the changes to
the companys suspended exploratory well costs for
the three years ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Beginning balance at January 1 |
|
$ |
1,660 |
|
|
|
$ |
1,239 |
|
|
$ |
1,109 |
|
Additions to capitalized exploratory
well costs pending the
determination of proved reserves |
|
|
643 |
|
|
|
|
486 |
|
|
|
446 |
|
Reclassifications to wells, facilities
and equipment based on the
determination of proved reserves |
|
|
(49 |
) |
|
|
|
(23 |
) |
|
|
(171 |
) |
Capitalized exploratory well costs
charged to expense |
|
|
(136 |
) |
|
|
|
(42 |
) |
|
|
(121 |
) |
Other reductions* |
|
|
|
|
|
|
|
|
|
|
|
(24 |
) |
|
|
|
|
|
Ending balance at December 31 |
|
$ |
2,118 |
|
|
|
$ |
1,660 |
|
|
$ |
1,239 |
|
|
|
|
|
|
* Represent property sales
and exchanges.
The following table provides an aging of
capitalized well costs and the number of projects for
which exploratory well costs have been capitalized for
a period greater than one year since the completion of
drilling.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Exploratory well costs capitalized
for a period of one year or less |
|
$ |
559 |
|
|
|
$ |
449 |
|
|
$ |
332 |
|
Exploratory well costs capitalized
for a period greater than one year |
|
|
1,559 |
|
|
|
|
1,211 |
|
|
|
907 |
|
|
|
|
|
|
Balance at December 31 |
|
$ |
2,118 |
|
|
|
$ |
1,660 |
|
|
$ |
1,239 |
|
|
|
|
|
|
Number of projects with exploratory
well costs that have been capitalized
for a period greater than one year* |
|
|
50 |
|
|
|
|
54 |
|
|
|
44 |
|
|
|
|
|
|
* Certain projects have
multiple wells or fields or both.
Of the $1,559 of exploratory well costs
capitalized for more than one year at December 31,
2008, $874 (27 projects) is related to projects that
had drilling activities under way or firmly planned for
the near future. An additional $279 (four projects) is
related to projects that had drilling activity during
2008. The $406 balance is related to 19 projects in
areas requiring a major capital expenditure before
production could begin and for which additional
drilling efforts were not under way or firmly planned
for the near future. Additional drilling was not deemed
necessary because the presence of hydrocarbons had
already been established, and other activities were in
process to enable a future decision on project
development.
The projects for the $406 referenced above had
the following activities associated with assessing
the reserves and the projects economic viability:
(a) $107 (two projects)
government approval of the
plan of
development received in fourth quarter 2008; (b)
$73 (two projects) continued unitization efforts
on adjacent discoveries that span inter-national boundaries; (c) $49 (one project)
alignment of project stakeholders regarding scope and
commercial strategy; (d) $46 (one project)
subsurface and facilities engineering studies ongoing
with front-end-engineering and design expected in
late 2009; (e) $40 (one project) continued review of
development options; (f) $91 miscellaneous
activities for 12 projects with smaller amounts
suspended. While progress was being made on all 50
projects, the decision on the recognition of proved
reserves under SEC rules in some cases may not occur
for several years because of the complexity, scale
and negotiations connected with the projects. The
majority of these decisions are expected to occur in
the next three years.
The $1,559 of suspended well costs capitalized
for a period greater than one year as of December 31,
2008, represents 195 exploratory wells in 50
projects. The tables below contain the aging of these
costs on a well and project basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Aging based on drilling completion date of individual wells: |
|
Amount |
|
|
of wells |
|
|
1992 |
|
$ |
7 |
|
|
|
3 |
|
19941997 |
|
|
31 |
|
|
|
4 |
|
19982002 |
|
|
176 |
|
|
|
34 |
|
20032007 |
|
|
1,345 |
|
|
|
154 |
|
|
Total |
|
$ |
1,559 |
|
|
|
195 |
|
|
|
|
|
|
|
|
|
|
|
Aging based on drilling completion date of last |
|
|
|
|
|
Number |
|
suspended well in project: |
|
Amount |
|
|
of projects |
|
|
1992 |
|
$ |
7 |
|
|
|
1 |
|
1999 |
|
|
8 |
|
|
|
1 |
|
2003 |
|
|
69 |
|
|
|
3 |
|
20042008 |
|
|
1,475 |
|
|
|
45 |
|
|
Total |
|
$ |
1,559 |
|
|
|
50 |
|
|
Note 21
Stock Options and Other Share-Based Compensation
Compensation expense for stock options for 2008, 2007
and 2006 was $168 ($109 after tax), $146 ($95 after
tax) and $125 ($81 after tax), respectively. In
addition, compensation expense for stock appreciation
rights, performance units and restricted stock units
was $132 ($86 after tax), $205 ($133 after tax) and
$113 ($73 after tax) for 2008, 2007 and 2006,
respectively. No significant stock-based compensation
cost was capitalized at December 31, 2008 and 2007.
Cash received in payment for option exercises
under all share-based payment arrangements for 2008,
2007 and 2006 was $404, $445 and $444, respectively.
Actual tax benefits realized for the tax deductions
from option exercises were $103, $94 and $91 for 2008,
2007 and 2006, respectively.
FS-49
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
21 Stock Options and Other
Share-Based Compensation - Continued
|
|
|
|
|
|
|
|
|
|
|
Cash paid to settle performance units and stock
appreciation rights was $136, $88 and $68 for 2008,
2007 and 2006, respectively.
Chevron Long-Term Incentive Plan (LTIP) Awards under the LTIP may take the form of, but are not
limited to, stock options, restricted stock, restricted stock units, stock appreciation rights,
performance units and nonstock grants. From April 2004 through January 2014, no more than 160
million shares may be issued under the LTIP, and no more than 64 million of those shares may be in
a form other than a stock option, stock appreciation right or award requiring full payment for
shares by the award recipient.
Texaco Stock Incentive Plan (Texaco SIP) On the closing of the acquisition of Texaco in October
2001, outstanding options granted under the Texaco SIP were converted to Chevron options. These
options, which have 10-year contractual lives extending into 2011, retained a provision for being
restored. This provision enables a participant who exercises a stock option to receive new options
equal to the number of shares exchanged or who has shares withheld to satisfy tax withholding
obligations to receive new options equal to the number of shares exchanged or withheld. The
restored options are fully exercisable six months after the date of grant, and the exercise price
is the market value of the common stock on the day the restored option is granted. Beginning in
2007, restored options were granted under the LTIP. No further awards may be granted under the
former Texaco plans.
Unocal Share-Based Plans (Unocal Plans) When Chevron acquired Unocal in August 2005, outstanding
stock options and stock appreciation rights granted under various Unocal Plans were exchanged for
fully vested Chevron options and appreciation rights. These awards retained the same provisions as
the original Unocal Plans. If not exercised, these awards will expire between early 2009 and early
2015.
The fair market values of stock options and stock appreciation rights granted in 2008, 2007
and 2006 were measured on the date of grant using the Black-Scholes option-pricing model, with the
following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected term in years1 |
|
|
6.1 |
|
|
|
|
6.3 |
|
|
|
6.4 |
|
Volatility2 |
|
|
22.0 |
% |
|
|
|
22.0 |
% |
|
|
23.7 |
% |
Risk-free interest rate based on
zero coupon U.S. treasury note |
|
|
3.0 |
% |
|
|
|
4.5 |
% |
|
|
4.7 |
% |
Dividend yield |
|
|
2.7 |
% |
|
|
|
3.2 |
% |
|
|
3.1 |
% |
Weighted-average fair value per
option granted |
|
$ |
15.97 |
|
|
|
$ |
15.27 |
|
|
$ |
12.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restored Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected term in years1 |
|
|
1.2 |
|
|
|
|
1.6 |
|
|
|
2.2 |
|
Volatility2 |
|
|
23.1 |
% |
|
|
|
21.2 |
% |
|
|
19.6 |
% |
Risk-free interest rate based on
zero coupon U.S. treasury note |
|
|
1.9 |
% |
|
|
|
4.5 |
% |
|
|
4.8 |
% |
Dividend yield |
|
|
2.7 |
% |
|
|
|
3.2 |
% |
|
|
3.3 |
% |
Weighted-average fair value per
option granted |
|
$ |
10.01 |
|
|
|
$ |
8.61 |
|
|
$ |
7.72 |
|
|
|
|
|
|
1 |
|
Expected term is based on historical exercise and post-vesting cancellation
data. |
|
2 |
|
Volatility rate is based on historical stock prices over an appropriate period,
generally equal to the expected term. |
A summary of option activity during 2008 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
Shares |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
(Thousands) |
|
|
Price |
|
|
Term |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at
January 1, 2008 |
|
|
57,357 |
|
|
$ |
54.50 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
12,391 |
|
|
$ |
84.98 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(10,758 |
) |
|
$ |
53.69 |
|
|
|
|
|
|
|
|
|
Restored |
|
|
1,196 |
|
|
$ |
94.53 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(1,173 |
) |
|
$ |
79.53 |
|
|
|
|
|
|
|
|
|
Outstanding at
December 31, 2008 |
|
|
59,013 |
|
|
$ |
61.36 |
|
|
6.5 yrs. |
|
$ |
883 |
|
|
Exercisable at
December 31, 2008 |
|
|
36,934 |
|
|
$ |
51.51 |
|
|
5.2 yrs. |
|
$ |
838 |
|
|
The total intrinsic value (i.e., the difference between the exercise price and the market
price) of options exercised during 2008, 2007 and 2006 was $433, $423 and $281, respectively.
During this period, the company continued its practice of issuing treasury shares upon exercise of
these awards.
FS-50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
21 Stock Options and Other Share-Based Compensation - Continued
|
|
|
As of December 31, 2008, there was $179 of total unrecognized before-tax compensation cost
related to nonvested share-based compensation arrangements granted or restored under the plans.
That cost is expected to be recognized over a weighted-average period of 1.9 years.
At January 1, 2008, the number of LTIP performance units outstanding was equivalent to
2,225,015 shares. During 2008, 888,300 units were granted, 652,897 units vested with cash proceeds
distributed to recipients and 59,863 units were forfeited. At December 31, 2008, units outstanding
were 2,400,555, and the fair value of the liability recorded for these instruments was $201. In
addition, outstanding stock appreciation rights and other awards that were granted under various
LTIP and former Texaco and Unocal programs totaled approximately 1.4 million equivalent shares as
of December 31, 2008. A liability of $35 was recorded for these awards.
Broad-Based Employee Stock Options In addition to the plans described above, Chevron granted all
eligible employees stock options or equivalents in 1998. The options vested in February 2000 and
expired in February 2008. A total of 9,641,600 options were awarded with an exercise price of
$38.16 per share.
The fair value of each option on the date of grant was estimated at $9.54 using
the Black-Scholes model for the preceding 10 years. The assumptions used in the model, based on a
10-year average, were: a risk-free interest rate of 7 percent, a dividend yield of 4.2 percent, an
expected life of seven years and a volatility of 24.7 percent.
At January 1, 2008, the number of broad-based employee stock options outstanding was 652,715.
Through the conclusion of the program in February 2008, 396,875 shares were exercised and 255,840
shares were forfeited. The total intrinsic value of these options exercised during 2008, 2007 and
2006 was $18, $30, and $10, respectively.
Note 22
Employee Benefit Plans
The company has defined-benefit pension plans for many employees. The company typically prefunds
defined-benefit plans as required by local regulations or in certain situations where prefunding
provides economic advantages. In the United States, all qualified plans are subject to the
Employee Retirement Income Security Act (ERISA) minimum funding standard. The company does not
typically fund U.S. nonqualified pension plans that are not subject to funding requirements under
laws and regulations because contributions to these pension plans may be less economic and
investment returns may be less attractive than the companys other investment alternatives.
The company also sponsors other postretirement (OPEB) plans that provide medical and dental
benefits, as well as life insurance for some active and qualifying retired employees. The plans
are unfunded, and the company and retirees share the costs. Medical coverage for Medicare-eligible
retirees in the companys main U.S. medical plan is secondary to Medicare (including Part D), and
the increase to the company contribution for retiree medical coverage is limited to no more than 4
percent per year. Certain life insurance benefits are paid by the company.
Effective December 31, 2006, the company implemented the recognition and measurement
provisions of Financial Accounting Standards Board (FASB) Statement No. 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106 and 132(R), which requires the recognition of the overfunded or
underfunded status of each of its defined benefit pension and OPEB as an asset or liability, with
the offset to Accumulated other comprehensive loss.
The funded status of the companys pension
and other postretirement benefit plans for 2008 and 2007 is on the following page:
FS-51
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
22 Employee Benefit Plans - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
Other Benefits |
|
|
|
U.S. |
|
|
Intl. |
|
|
|
U.S. |
|
|
Intl. |
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Change in Benefit Obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at January 1 |
|
$ |
8,395 |
|
|
$ |
4,633 |
|
|
|
$ |
8,792 |
|
|
$ |
4,207 |
|
|
$ |
2,939 |
|
|
|
$ |
3,257 |
|
Service cost |
|
|
250 |
|
|
|
132 |
|
|
|
|
260 |
|
|
|
125 |
|
|
|
44 |
|
|
|
|
49 |
|
Interest cost |
|
|
499 |
|
|
|
292 |
|
|
|
|
483 |
|
|
|
255 |
|
|
|
178 |
|
|
|
|
184 |
|
Plan participants contributions |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
7 |
|
|
|
152 |
|
|
|
|
122 |
|
Plan amendments |
|
|
|
|
|
|
32 |
|
|
|
|
(301 |
) |
|
|
97 |
|
|
|
|
|
|
|
|
|
|
Curtailments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
Actuarial gain |
|
|
(62 |
) |
|
|
(104 |
) |
|
|
|
(131 |
) |
|
|
(40 |
) |
|
|
(14 |
) |
|
|
|
(413 |
) |
Foreign currency exchange rate changes |
|
|
|
|
|
|
(858 |
) |
|
|
|
|
|
|
|
219 |
|
|
|
(28 |
) |
|
|
|
12 |
|
Benefits paid |
|
|
(955 |
) |
|
|
(246 |
) |
|
|
|
(708 |
) |
|
|
(225 |
) |
|
|
(340 |
) |
|
|
|
(272 |
) |
Special termination benefits |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at December 31 |
|
|
8,127 |
|
|
|
3,891 |
|
|
|
|
8,395 |
|
|
|
4,633 |
|
|
|
2,931 |
|
|
|
|
2,939 |
|
|
|
|
|
|
|
|
|
|
|
|
Change in Plan Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at January 1 |
|
|
7,918 |
|
|
|
3,892 |
|
|
|
|
7,941 |
|
|
|
3,456 |
|
|
|
|
|
|
|
|
|
|
Actual return on plan assets |
|
|
(2,092 |
) |
|
|
(655 |
) |
|
|
|
607 |
|
|
|
232 |
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange rate changes |
|
|
|
|
|
|
(662 |
) |
|
|
|
|
|
|
|
183 |
|
|
|
|
|
|
|
|
|
|
Employer contributions |
|
|
577 |
|
|
|
262 |
|
|
|
|
78 |
|
|
|
239 |
|
|
|
188 |
|
|
|
|
150 |
|
Plan participants contributions |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
7 |
|
|
|
152 |
|
|
|
|
122 |
|
Benefits paid |
|
|
(955 |
) |
|
|
(246 |
) |
|
|
|
(708 |
) |
|
|
(225 |
) |
|
|
(340 |
) |
|
|
|
(272 |
) |
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at December 31 |
|
|
5,448 |
|
|
|
2,600 |
|
|
|
|
7,918 |
|
|
|
3,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded Status at December 31 |
|
$ |
(2,679 |
) |
|
$ |
(1,291 |
) |
|
|
$ |
(477 |
) |
|
$ |
(741 |
) |
|
$ |
(2,931 |
) |
|
|
$ |
(2,939 |
) |
|
|
|
|
|
|
|
|
|
|
Amounts recognized on the Consolidated Balance Sheet for the companys pension and other
postretirement benefit plans at December 31, 2008 and 2007, include:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
Other Benefits |
|
|
|
U.S. |
|
|
Intl. |
|
|
|
U.S. |
|
|
Intl. |
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred charges and other assets |
|
$ |
6 |
|
|
$ |
31 |
|
|
|
$ |
181 |
|
|
$ |
279 |
|
|
$ |
|
|
|
|
$ |
|
|
Accrued liabilities |
|
|
(72 |
) |
|
|
(61 |
) |
|
|
|
(68 |
) |
|
|
(55 |
) |
|
|
(209 |
) |
|
|
|
(207 |
) |
Reserves for employee benefit plans |
|
|
(2,613 |
) |
|
|
(1,261 |
) |
|
|
|
(590 |
) |
|
|
(965 |
) |
|
|
(2,722 |
) |
|
|
|
(2,732 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized at December 31 |
|
$ |
(2,679 |
) |
|
$ |
(1,291 |
) |
|
|
$ |
(477 |
) |
|
$ |
(741 |
) |
|
$ |
(2,931 |
) |
|
|
$ |
(2,939 |
) |
|
|
|
|
|
|
|
|
|
|
Amounts recognized on a before-tax basis in Accumulated other comprehensive loss for the
companys pension and OPEB postretirement plans were $5,831 and $2,990 at the end of 2008 and 2007.
These amounts consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
Other Benefits |
|
|
|
U.S. |
|
|
Intl. |
|
|
|
U.S. |
|
|
Intl. |
|
|
2008 |
|
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
$ |
3,797 |
|
|
$ |
1,804 |
|
|
|
$ |
1,539 |
|
|
$ |
1,237 |
|
|
$ |
410 |
|
|
|
$ |
490 |
|
Prior-service (credit) costs |
|
|
(68 |
) |
|
|
211 |
|
|
|
|
(75 |
) |
|
|
203 |
|
|
|
(323 |
) |
|
|
|
(404 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total recognized at December 31 |
|
$ |
3,729 |
|
|
$ |
2,015 |
|
|
|
$ |
1,464 |
|
|
$ |
1,440 |
|
|
$ |
87 |
|
|
|
$ |
86 |
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligations for all U.S. and international pension plans were $7,376
and $3,273, respectively, at December 31, 2008, and $7,712 and $4,000, respectively, at December
31, 2007.
Information for U.S. and international pension plans with an accumulated benefit obligation
in excess of plan assets at December 31, 2008 and 2007, was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
|
2008 |
|
|
|
2007 |
|
|
|
U.S. |
|
|
Intl. |
|
|
|
U.S. |
|
|
Intl. |
|
|
|
|
|
|
Projected benefit obligations |
|
$ |
8,121 |
|
|
$ |
2,906 |
|
|
|
$ |
678 |
|
|
$ |
1,089 |
|
Accumulated benefit obligations |
|
|
7,371 |
|
|
|
2,539 |
|
|
|
|
638 |
|
|
|
926 |
|
Fair value of plan assets |
|
|
5,436 |
|
|
|
1,698 |
|
|
|
|
20 |
|
|
|
271 |
|
|
|
|
|
|
FS-52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 22 Employee Benefit Plans - Continued
|
|
|
The components of net periodic benefit cost for 2008, 2007 and 2006 and amounts recognized in
other comprehensive income for 2008 and 2007 are shown in the table below. For 2008 and 2007,
changes in pension plan assets and benefit obligations were recognized as changes in other
comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
Other Benefits |
|
|
|
U.S. |
|
|
Intl. |
|
|
|
U.S. |
|
|
Intl. |
|
|
U.S. |
|
|
Intl. |
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
250 |
|
|
$ |
132 |
|
|
|
$ |
260 |
|
|
$ |
125 |
|
|
$ |
234 |
|
|
$ |
98 |
|
|
$ |
44 |
|
|
|
$ |
49 |
|
|
$ |
35 |
|
Interest cost |
|
|
499 |
|
|
|
292 |
|
|
|
|
483 |
|
|
|
255 |
|
|
|
468 |
|
|
|
214 |
|
|
|
178 |
|
|
|
|
184 |
|
|
|
181 |
|
Expected return on plan assets |
|
|
(593 |
) |
|
|
(273 |
) |
|
|
|
(578 |
) |
|
|
(266 |
) |
|
|
(550 |
) |
|
|
(227 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of transitional assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior-service
(credits) costs |
|
|
(7 |
) |
|
|
24 |
|
|
|
|
46 |
|
|
|
17 |
|
|
|
46 |
|
|
|
14 |
|
|
|
(81 |
) |
|
|
|
(81 |
) |
|
|
(86 |
) |
Recognized actuarial losses |
|
|
60 |
|
|
|
77 |
|
|
|
|
128 |
|
|
|
82 |
|
|
|
149 |
|
|
|
69 |
|
|
|
38 |
|
|
|
|
81 |
|
|
|
97 |
|
Settlement losses |
|
|
306 |
|
|
|
2 |
|
|
|
|
65 |
|
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curtailment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special termination benefit recognition |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
515 |
|
|
|
255 |
|
|
|
|
404 |
|
|
|
216 |
|
|
|
417 |
|
|
|
169 |
|
|
|
179 |
|
|
|
|
233 |
|
|
|
227 |
|
|
|
|
|
|
|
|
|
|
|
|
Changes Recognized in Other
Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss (gain) during period |
|
|
2,624 |
|
|
|
646 |
|
|
|
|
(160 |
) |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
(42 |
) |
|
|
|
(401 |
) |
|
|
|
|
Amortization of actuarial loss |
|
|
(366 |
) |
|
|
(79 |
) |
|
|
|
(193 |
) |
|
|
(82 |
) |
|
|
|
|
|
|
|
|
|
|
(38 |
) |
|
|
|
(81 |
) |
|
|
|
|
Prior service cost (credit) during
period |
|
|
|
|
|
|
32 |
|
|
|
|
(301 |
) |
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior-service
credits (costs) |
|
|
7 |
|
|
|
(24 |
) |
|
|
|
(46 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
81 |
|
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total changes recognized in
other comprehensive income |
|
|
2,265 |
|
|
|
575 |
|
|
|
|
(700 |
) |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
(401 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized in Net Periodic
Benefit Cost and Other
Comprehensive Income |
|
$ |
2,780 |
|
|
$ |
830 |
|
|
|
$ |
(296 |
) |
|
$ |
242 |
|
|
$ |
417 |
|
|
$ |
169 |
|
|
$ |
180 |
|
|
|
$ |
(168 |
) |
|
$ |
227 |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial losses recorded in Accumulated
other comprehensive loss at December 31, 2008, for the
companys U.S. pension, international pension and OPEB
plans are being amortized on a straight-line basis over
approximately 10, 13 and 10 years, respectively. These
amortization periods represent the estimated average
remaining service of employees expected to receive
benefits under the plans. These losses are amortized to
the extent they exceed 10 percent of the higher of the
projected benefit obligation or market-related value of
plan assets. The amount subject to amortization is
determined on a plan-by-plan basis. During 2009, the
company estimates actuarial losses of $298, $103 and
$28 will be amortized from Accumulated other
comprehensive loss for U.S. pension, international
pension and OPEB plans, respectively. In
addition, the company estimates an additional $201
will be recognized from Accumulated other
comprehensive loss during 2009 related to lump-sum
settlement costs from
U.S. pension plans.
The weighted average amortization period for
recognizing prior service costs (credits) recorded in
Accumulated other comprehensive loss at December 31,
2008, was approximately nine and 13 years for U.S. and
international pension plans, respectively, and eight
years for other postretirement benefit plans. During
2009, the company estimates prior service (credits)
costs of $(7), $25 and $(81) will be amortized from
Accumulated other comprehensive loss for U.S.
pension, international pension and OPEB plans,
respectively.
FS-53
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
22 Employee Benefit Plans - Continued
|
|
|
|
|
|
|
|
|
|
|
Assumptions The following weighted-average assumptions were used to determine benefit obligations
and net periodic benefit costs for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
Other Benefits |
|
|
|
U.S. |
|
|
Intl. |
|
|
|
U.S. |
|
|
Intl. |
|
|
U.S. |
|
|
Intl. |
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions used to determine
benefit obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
6.3 |
% |
|
|
7.5 |
% |
|
|
|
6.3 |
% |
|
|
6.7 |
% |
|
|
5.8 |
% |
|
|
6.0 |
% |
|
|
6.3 |
% |
|
|
|
6.3 |
% |
|
|
5.8 |
% |
Rate of compensation increase |
|
|
4.5 |
% |
|
|
6.8 |
% |
|
|
|
4.5 |
% |
|
|
6.4 |
% |
|
|
4.5 |
% |
|
|
6.1 |
% |
|
|
4.0 |
% |
|
|
|
4.5 |
% |
|
|
4.5 |
% |
Assumptions used to determine
net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate1 |
|
|
6.3 |
% |
|
|
6.7 |
% |
|
|
|
5.8 |
% |
|
|
6.0 |
% |
|
|
5.8 |
% |
|
|
5.9 |
% |
|
|
6.3 |
% |
|
|
|
5.8 |
% |
|
|
5.9 |
% |
Expected return on plan assets |
|
|
7.8 |
% |
|
|
7.4 |
% |
|
|
|
7.8 |
% |
|
|
7.5 |
% |
|
|
7.8 |
% |
|
|
7.4 |
% |
|
|
N/A |
|
|
|
|
N/A |
|
|
|
N/A |
|
Rate of compensation increase |
|
|
4.5 |
% |
|
|
6.4 |
% |
|
|
|
4.5 |
% |
|
|
6.1 |
% |
|
|
4.2 |
% |
|
|
5.1 |
% |
|
|
4.5 |
% |
|
|
|
4.5 |
% |
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
1 The 2006 U.S. discount rate reflects remeasurement on July 1, 2006, due to plan
combinations and changes, primarily several Unocal plans into related Chevron plans.
Expected Return on Plan Assets The companys estimated
long-term rate of return on pension assets is driven
primarily by actual historical asset-class returns, an
assessment of expected future performance, advice from
external actuarial firms and the incorporation of
specific asset-class risk factors. Asset allocations
are periodically updated using pension plan
asset/liability studies, and the companys estimated
long-term rates of return are consistent with these
studies.
There have been no changes in the expected
long-term rate of return on plan assets since 2002 for
U.S. plans, which account for 68 percent of the
companys pension plan assets. At December 31, 2008,
the estimated long-term rate of return on U.S. pension
plan assets was 7.8 percent.
The market-related value of assets of the major
U.S. pension plan used in the determination of pension
expense was based on the market values in the three
months preceding the year-end measurement date, as
opposed to the
maximum allowable period of five years under U.S.
accounting rules. Management considers the three-month
time period long enough to minimize the effects of
distortions from day-to-day market volatility and still
be contemporaneous to the end of the year. For other
plans, market value of assets as of year-end is used in
calculating the pension expense.
Discount Rate The discount rate assumptions used to
determine U.S. and international pension and
postretirement benefit plan obligations and expense
reflect the prevailing rates available on high-quality,
fixed-income debt instruments. At December 31, 2008,
the company selected a 6.3 percent discount rate for
the major U.S. pension and postretirement plans. This
rate was based on a cash flow analysis that matched
estimated future benefit payments to the Citigroup
Pension Discount Yield Curve as of year-end 2008. The
discount rates at the end of 2007 and 2006 were 6.3
percent and 5.8 percent, respectively.
Other Benefit Assumptions For the measurement of
accumulated postretirement benefit obligation at
December 31, 2008, for the main U.S. postretirement
medical plan, the assumed health care cost-trend rates
start with 7 percent in 2009 and gradually decline to 5
percent for 2017 and beyond. For this measurement at
December 31, 2007, the assumed health care cost-trend
rates started with 8 percent in 2008 and gradually
declined to 5 percent for 2014 and beyond. In both
measurements, the annual increase to company
contributions was capped at 4 percent.
Assumed health care cost-trend rates can have a
significant effect on the amounts reported for retiree
health care costs. The impact is mitigated by the 4
percent cap on the companys medical contributions for
the primary U.S. plan. A one-percentage-point change
in the assumed health care cost-trend rates would have
the following effects:
|
|
|
|
|
|
|
|
|
|
|
1 Percent |
|
|
1 Percent |
|
|
|
Increase |
|
|
Decrease |
|
|
|
Effect on total service and interest cost components |
|
$ |
9 |
|
|
$ |
(8 |
) |
Effect on postretirement benefit obligation |
|
$ |
88 |
|
|
$ |
(75 |
) |
|
|
Plan Assets and Investment Strategy The companys
pension plan weighted-average asset allocations at
December 31 by asset category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
|
|
International |
|
Asset Category |
|
2008 |
|
|
2007 |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
Equities |
|
|
52 |
% |
|
|
64 |
% |
|
|
|
47 |
% |
|
|
56 |
% |
Fixed Income |
|
|
34 |
% |
|
|
23 |
% |
|
|
|
50 |
% |
|
|
43 |
% |
Real Estate |
|
|
13 |
% |
|
|
12 |
% |
|
|
|
2 |
% |
|
|
1 |
% |
Other |
|
|
1 |
% |
|
|
1 |
% |
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
FS-54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 22 Employee Benefit Plans - Continued
|
|
|
The pension plans invest primarily in asset
categories with sufficient size, liquidity and cost
efficiency to permit investments of reasonable size.
The pension plans invest in asset categories that
provide diversification benefits and are easily
measured. To assess the plans investment performance,
long-term asset allocation policy benchmarks have been
established.
For the primary U.S. pension plan, the Chevron
Board of Directors has approved the following
percentage asset-allocation ranges: equities 4070,
fixed income/cash 2060, real estate 015 and other
05. The significant international pension plans also
have established maximum and minimum asset allocation
ranges that vary by each plan. Actual asset allocation,
within approved ranges, is based on a variety of
current economic and market conditions and
consideration of specific asset category risk.
Equities include investments in the companys
common stock in the amount of $22 and $36 at December
31, 2008 and 2007, respectively. The Other asset
category includes minimal investments in
private-equity limited partnerships.
Cash Contributions and Benefit Payments In 2008, the
company contributed $577 and $262 to its U.S. and
international pension plans, respectively. In 2009, the
company expects contributions to be approximately $550
and $250 to its U.S. and international pension plans,
respectively. Actual contribution amounts are dependent
upon plan-investment returns, changes in pension
obligations, regulatory environments and other economic
factors. Additional funding may ultimately be required
if investment returns are insufficient to offset
increases in plan obligations.
The company anticipates paying other
postretirement benefits of approximately $209 in
2009, as compared with $188 paid in 2008.
The following benefit payments, which include
estimated future service, are expected to be paid in
the next 10 years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Other |
|
|
|
U.S. |
|
|
Intl. |
|
|
Benefits |
|
|
|
|
|
2009 |
|
$ |
853 |
|
|
$ |
226 |
|
|
$ |
209 |
|
2010 |
|
$ |
841 |
|
|
$ |
249 |
|
|
$ |
216 |
|
2011 |
|
$ |
849 |
|
|
$ |
240 |
|
|
$ |
222 |
|
2012 |
|
$ |
863 |
|
|
$ |
265 |
|
|
$ |
225 |
|
2013 |
|
$ |
874 |
|
|
$ |
277 |
|
|
$ |
230 |
|
20142018 |
|
$ |
4,379 |
|
|
$ |
1,746 |
|
|
$ |
1,205 |
|
|
|
Employee Savings Investment Plan Eligible
employees of Chevron and certain of its
subsidiaries participate in the Chevron Employee
Savings Investment Plan (ESIP).
Charges to expense for the ESIP represent the
companys contributions to the plan, which are funded
either through the purchase of shares of common stock
on the open market or through the release of common
stock held in the leveraged employee stock ownership
plan (LESOP), which follows. Total company matching
contributions to employee accounts within the ESIP were
$231, $206 and $169 in 2008, 2007 and 2006,
respectively. This cost was reduced by the value of
shares released from the LESOP totaling $40, $33 and $6
in 2008, 2007 and 2006, respectively. The remaining
amounts, totaling $191, $173 and $163 in 2008, 2007 and
2006, respectively, represent open market purchases.
Employee Stock Ownership Plan Within the Chevron ESIP
is an employee stock ownership plan (ESOP). In 1989,
Chevron established a LESOP as a constituent part of
the ESOP. The LESOP provides partial prefunding of
the companys future commitments to the ESIP.
As permitted by American Institute of Certified
Public Accountants (AICPA) Statement of Position 93-6,
Employers Accounting for Employee Stock Ownership
Plans, the company has elected to continue its
practices, which are based on AICPA Statement of
Position 76-3, Accounting Practices for Certain
Employee Stock Ownership Plans, and subsequent
consensus of the EITF of the FASB. The debt of the
LESOP is recorded as debt, and shares pledged as
collateral are reported as Deferred compensation and
benefit plan trust on the Consolidated Balance Sheet
and the Consolidated Statement of Stockholders Equity.
The company reports compensation expense equal to
LESOP debt principal repayments less dividends received
and used by the LESOP for debt service. Interest
accrued on LESOP debt is recorded as interest expense.
Dividends paid on LESOP shares are reflected as a
reduction of retained earnings. All LESOP shares are
considered outstanding for earnings-per-share
computations.
A net credit to expense of $1 was recorded for
the LESOP each year in 2008, 2007 and 2006. The net
credit for the respective years was composed of
credits to compensation expense of $15, $17 and $18
and charges to interest expense for LESOP debt of
$14, $16 and $17.
Of the dividends paid on the LESOP shares, $35,
$8 and $59 were used in 2008, 2007 and 2006,
respectively, to service LESOP debt. The amount in
2006 included $28
of LESOP debt service that was scheduled for
payment on the first business day of January 2007 and
was paid in late December 2006. No contributions were
required in 2008, 2007 or 2006 as dividends received
by the LESOP were sufficient to satisfy LESOP debt
service.
FS-55
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
22 Employee Benefit Plans - Continued
|
|
|
|
|
|
|
|
|
|
|
Shares held in the LESOP are released and
allocated to the accounts of plan participants based
on debt service deemed to be paid in the year in
proportion to the total of current year and remaining
debt service. LESOP shares as of December 31, 2008 and
2007, were as follows:
|
|
|
|
|
|
|
|
|
Thousands |
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
Allocated shares |
|
|
19,651 |
|
|
|
20,506 |
Unallocated shares |
|
|
6,366 |
|
|
|
7,365 |
|
|
|
|
|
|
|
|
|
Total LESOP shares |
|
|
26,017 |
|
|
|
27,871 |
|
Benefit Plan Trusts Prior to its acquisition by
Chevron, Texaco established a benefit plan trust for
funding obligations under some of its benefit plans. At
year-end 2008, the trust contained 14.2 million shares
of Chevron treasury stock. The trust will sell the
shares or use the dividends from the shares to pay
benefits only to the extent that the company does not
pay such benefits. The company intends to continue to
pay its obligations under the benefit plans. The
trustee will vote the shares held in the trust as
instructed by the trusts beneficiaries. The shares
held in the trust are not considered outstanding for
earnings-per-share purposes until distributed or sold
by the trust in payment of benefit obligations.
Prior to its acquisition by Chevron, Unocal
established various grantor trusts to fund obligations
under some of its benefit plans, including the
deferred compensation and supplemental retirement
plans. At December 31, 2008 and 2007, trust assets of
$60 and $69, respectively, were invested primarily in
interest-earning accounts.
Employee Incentive Plans Effective January 2008, the
company established the Chevron Incentive Plan (CIP), a
single annual cash bonus plan for eligible employees
that links awards to corporate, unit and individual
performance in the prior year. This plan replaced other
cash bonus programs, which primarily included the
Management Incentive Plan (MIP) and the Chevron Success
Sharing program. In 2008, charges to expense for cash
bonuses were $757. Charges to expense for MIP were $184
and $180 in 2007 and 2006, respectively. Charges for
other cash bonus programs were $431 and $329 in 2007
and 2006, respectively. Chevron also has a Long-Term
Incentive Plan (LTIP) for officers and other regular
salaried employees of the company and its subsidiaries
who hold positions of significant responsibility.
Awards under LTIP consist of stock options and other
share-based compensation that are described in Note 21
on page FS-49.
Note 23
Other Contingencies and
Commitments
Income Taxes The company calculates its income tax
expense and liabilities quarterly. These liabilities
generally are subject to audit and are not finalized
with the individual taxing authorities until several
years after the end of the annual
period for which
income taxes have been calculated. Refer to Note 16
beginning on page FS-45 for a discussion of the periods
for which tax returns have been audited for the
companys major tax jurisdictions and a discussion for
all tax jurisdictions of the differences between the
amount of tax benefits recognized in the financial
statements and the amount taken or expected to be taken
in a tax return. The company does not expect settlement
of income tax liabilities associated with uncertain tax
positions will have a material effect on its results of
operations, consolidated financial position or
liquidity.
Guarantees The company has issued a guarantee of
approximately $600 associated with certain payments
under a terminal use agreement entered into by a
company affiliate. The terminal is expected to be
operational by 2012. Over the approximate 16-year term
of the guarantee, the maximum guarantee amount will
reduce over time as certain fees are paid by the
affiliate. There are numerous cross-indemnity
agreements with the affiliate and the other partners to
permit recovery of any amounts paid under the
guarantee. Chevron carries no liability for its
obligation under this guarantee.
Indemnifications The company provided certain
indemnities of contingent liabilities of Equilon and
Motiva to Shell and Saudi Refining, Inc., in connection
with the February 2002 sale of the companys interests
in those investments. The company would be required to
perform if the indemnified liabilities become actual
losses. Were that to occur, the company could be
required to make future payments up to $300. Through
the end of 2008, the company paid $48 under these
indemnities and continues to be obligated for possible
additional indemnification payments in the future.
The company has also provided indemnities
relating to contingent environmental liabilities
related to assets originally contributed by Texaco
to the Equilon and Motiva joint ventures and
environmental conditions that existed prior to the
formation of Equilon and Motiva or that occurred
during the period of Texacos ownership interest in
the joint ventures. In general, the environmental
conditions or events that are subject to these
indemnities must have arisen prior to December
2001. Claims must be asserted no later than
February 2009 for Equilon indemnities and no later
than February 2012 for Motiva indemnities. Under
the terms of these indemnities, there is no maximum
limit on the amount of potential future payments.
In February 2009, Shell delivered a letter to the company purporting
to preserve unmatured claims for certain Equilon indemnities. The
letter itself provides no estimate of the ultimate claim amount, and
management does not believe the letter provides a basis to estimate
the amount, if any, of a range of loss or potential range of loss
with respect to the Equilon or the Motiva indemnities. The
company posts no assets as collateral and has made no
payments under the indemnities.
FS-56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 23
Other Contingencies and
Commitments - Continued
|
|
|
The amounts payable for the indemnities
described on the previous page are to be net of
amounts recovered from insurance carriers and
others and net of liabilities recorded by Equilon
or Motiva prior to September 30, 2001, for any
applicable incident.
In the acquisition of Unocal, the company
assumed certain indemnities relating to
contingent environmental liabilities associated
with assets that were sold in 1997. Under the
indemnification agreement, the companys
liability is unlimited until April 2022, when the
indemnification expires. The acquirer shares in
certain environmental remediation costs up to a
maximum obligation of $200, which had not been
reached as of December 31, 2008.
Securitization During 2008, the company terminated the
program used to securitize downstream-related trade
accounts receivable. At year-end 2007, the balance of
securitized receivables was $675 million. As of
December 31, 2008, the company had no other
securitization arrangements in place.
Long-Term Unconditional Purchase Obligations and
Commitments, Including Throughput and Take-or-Pay
Agreements The company and its subsidiaries have
certain other contingent liabilities relating to
long-term unconditional purchase obligations and
commitments, including throughput and take-or-pay
agreements, some of which relate to suppliers
financing arrangements. The agreements typically
provide goods and services, such as pipeline and
storage capacity, drilling rigs, utilities, and
petroleum products, to be used or sold in the ordinary
course of the companys business. The aggregate
approximate amounts of required payments under these
various commitments are: 2009 $6,405; 2010
$3,964; 2011 $3,578; 2012 $1,473; 2013 $1,329;
2014 and after $4,333. A portion of these
commitments may ultimately be shared with project
partners. Total payments under the agreements were
approximately $5,100 in 2008 $3,700 in 2007 and $3,000
in 2006.
Minority Interests The company has commitments of
$469 related to minority interests in subsidiary
companies.
Environmental The company is subject to loss
contingencies pursuant to environmental laws and
regulations that in the future may require the company
to take action to correct or ameliorate the effects on
the
environment of prior release of chemicals or petroleum
substances, including MTBE, by the company or other
parties. Such contingencies may exist for various
sites, including, but not limited to, federal
Superfund sites and analogous sites under state laws,
refineries, crude oil fields, service stations, terminals, land
development areas, and mining operations, whether
operating, closed or divested. These future costs are
not fully determinable due to such factors as the
unknown magnitude of possible contamination,
the
unknown timing and extent of the corrective actions
that may be required, the determination of the
companys liability in proportion to other responsible
parties, and the extent to which such costs are
recoverable from third parties.
Although the company has provided for known
environmental obligations that are probable and
reasonably estimable, the amount of additional
future costs may be material to results of
operations in the period in which they are
recognized. The company does not expect these costs
will have a material effect on its consolidated
financial position or liquidity. Also, the company
does not believe its obligations to make such
expenditures have had, or will have, any
significant impact on the companys competitive
position relative to other U.S. or international
petroleum or chemical companies.
Chevrons environmental reserve as of December
31, 2008, was $1,818. Included in this balance were
remediation activities of 248 sites for which the
company had been identified as a potentially
responsible party or otherwise involved in the
remediation by the U.S. Environmental Protection
Agency (EPA) or other regulatory agencies under the
provisions of the federal Superfund law or
analogous state laws. The companys remediation
reserve for these sites at year-end 2008 was $120.
The federal Superfund law and analogous state laws
provide for joint and several liability for all
responsible parties. Any future actions by the EPA
or other regulatory agencies to require Chevron to
assume other potentially responsible parties costs
at designated hazardous waste sites are not
expected to have a material effect on the companys
results of operations, consolidated financial
position or liquidity.
Of the remaining year-end 2008 environmental
reserves balance of $1,698, $968 related to the
companys U.S. downstream operations, including
refineries and other plants, marketing locations
(i.e., service stations and terminals), and
pipelines. The remaining $730 was associated with
various sites in international downstream ($117),
upstream ($390), chemicals ($154) and other
businesses ($69). Liabilities at all sites, whether
operating, closed or divested, were primarily
associated with the companys plans and activities
to remediate soil or groundwater
contamination or both. These and other
activities include one or more of the following:
site assessment; soil excavation; offsite disposal
of contaminants; onsite containment, remediation
and/or extraction of petroleum hydrocarbon liquid
and vapor from soil; groundwater extraction and
treatment; and monitoring of the natural
attenuation of the contaminants.
The company manages environmental liabilities
under specific sets of regulatory requirements,
which in the United States include the Resource
Conservation and Recovery Act and various state or local regulations. No single
remediation site at year-end 2008 had a recorded
liability that was material to the companys results of
operations, consolidated financial position or
liquidity.
FS-57
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
Millions of dollars, except per-share amounts |
|
Note
23 Other Contingencies and
Commitments - Continued
|
|
|
|
|
|
|
|
|
|
|
It is likely that the company will continue to
incur additional liabilities, beyond those
recorded, for environmental remediation relating to
past operations. These future costs are not fully
determinable due to such factors as the unknown
magnitude of possible contamination, the unknown
timing and extent of the corrective actions that
may be required, the determination of the companys
liability in proportion to other responsible
parties, and the extent to which such costs are
recoverable from third parties.
Refer to Note 24 below for a discussion of
the companys Asset Retirement Obligations.
Equity Redetermination For oil and gas producing
operations, ownership agreements may provide for
periodic reassessments of equity interests in estimated
crude oil and natural gas reserves. These activities,
individually or together, may result in gains or losses
that could be material to earnings in any given period.
One such equity redetermination process has been under
way since 1996 for Chevrons interests in four
producing zones at the Naval Petroleum Reserve at Elk
Hills, California, for the time when the remaining
interests in these zones were owned by the U.S.
Department of Energy. A wide range remains for a
possible net settlement amount for the four zones. For
this range of settlement, Chevron estimates its maximum
possible net before-tax liability at approximately
$200, and the possible maximum net amount that could be
owed to Chevron is estimated at about $150. The timing
of the settlement and the exact amount within this
range of estimates are uncertain.
Other Contingencies Chevron receives claims from and
submits claims to customers; trading partners; U.S.
federal, state and local regulatory bodies;
governments; contractors; insurers; and suppliers. The
amounts of these claims, individually and in the
aggregate, may be significant and take lengthy periods
to resolve.
The company and its affiliates also continue
to review and analyze their operations and may
close,
abandon, sell, exchange, acquire or
restructure assets to achieve operational or
strategic benefits and to improve competitiveness
and profitability. These activities, individually
or together, may result in gains or losses in
future periods.
Note 24
Asset Retirement Obligations
The company accounts for asset retirement obligations
(ARO) in accordance with Financial Accounting Standards
Board (FASB) Statement No. 143, Accounting for Asset
Retirement Obligations (FAS 143) and FASB
Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations An Interpretation of FASB
Statement No. 143 (FIN 47). FAS 143 applies to the fair
value of a liability for an ARO that is recorded when
there is a legal obligation associated with the
retirement of a tangible long-lived asset and the
liability can be reasonably estimated. Obligations associated
with the retirement of these assets require recognition
in certain circumstances: (1) the present value of a
liability and offsetting asset for an ARO, (2) the
subsequent accretion of that liability and depreciation
of the asset, and (3) the periodic review of the ARO
liability estimates and discount rates. FIN 47
clarifies that the phrase conditional asset retirement
obligation, as used in FAS 143, refers to a legal
obligation to perform asset retirement activity for
which the timing and/or method of settlement are
conditional on a future event that may or may not be
within the control of the company. The obligation to
perform the asset retirement activity is unconditional
even though uncertainty exists about the timing and/or
method of settlement. Uncertainty about the timing
and/or method of settlement of a conditional ARO
should be factored into the measurement of the
liability when sufficient information exists. FAS 143
acknowledges that in some cases, sufficient information
may not be available to reasonably estimate the fair
value of an ARO. FIN 47 also clarifies when an entity
would have sufficient information to reasonably
estimate the fair value of an ARO.
FAS 143 and FIN 47 primarily affect the companys
accounting for crude oil and natural gas producing
assets. No significant AROs associated with any legal
obligations to retire refining, marketing and
transportation (downstream) and chemical long-lived
assets have been recognized, as indeterminate
settlement dates for the asset retirements prevent
estimation of the fair value of the associated ARO. The
company performs periodic reviews of its downstream and
chemical long-lived assets for any changes in facts and
circumstances that might require recognition of a
retirement obligation.
The following table indicates the changes to the
companys before-tax asset retirement obligations in
2008, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1 |
|
$ |
8,253 |
|
|
|
$ |
5,773 |
|
|
$ |
4,304 |
|
Liabilities incurred |
|
|
308 |
|
|
|
|
178 |
|
|
|
153 |
|
Liabilities settled |
|
|
(973 |
) |
|
|
|
(818 |
) |
|
|
(387 |
) |
Accretion expense |
|
|
430 |
|
|
|
|
399 |
* |
|
|
275 |
|
Revisions in estimated cash flows |
|
|
1,377 |
|
|
|
|
2,721 |
|
|
|
1,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
$ |
9,395 |
|
|
|
$ |
8,253 |
|
|
$ |
5,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Includes $175 for revision to the ARO liability
retained on properties that had been sold.
In the table above, the amounts associated with
Revisions in estimated cash flows reflect increasing
costs to abandon onshore and offshore wells, equipment
and facilities, including an aggregate of $1,804 for
2006 through 2008 for the estimated costs to dismantle
and abandon wells and facilities damaged by hurricanes
in the U.S. Gulf of Mexico in 2005 and 2008. The
long-term portion of the $9,395 balance at the end of
2008 was $8,588.
FS-58
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 25
Other
Financial Information
|
|
|
Note 25
Other Financial Information
Net income in 2008 included gains of approximately $1,200 relating to the sale of nonstrategic
properties. Of this amount, approximately $1,000 related to upstream assets. Net income in 2007
included gains of approximately $2,000 relating to the sale of nonstrategic properties. Of this
amount, approximately $1,100 related to downstream assets and $680 related to the sale of the
companys investment in Dynegy Inc.
Other financial information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Total financing interest and debt costs |
|
$ |
256 |
|
|
|
$ |
468 |
|
|
$ |
608 |
|
Less: Capitalized interest |
|
|
256 |
|
|
|
|
302 |
|
|
|
157 |
|
|
|
|
|
|
|
|
Interest and debt expense |
|
$ |
|
|
|
|
$ |
166 |
|
|
$ |
451 |
|
|
|
|
|
|
Research and development expenses |
|
$ |
835 |
|
|
|
$ |
562 |
|
|
$ |
468 |
|
Foreign currency effects* |
|
$ |
862 |
|
|
|
$ |
(352 |
) |
|
$ |
(219 |
) |
|
|
|
|
|
* |
|
Includes $420, $18 and $15 in 2008, 2007 and 2006, respectively, for the companys share of
equity affiliates foreign currency effects. |
The excess of replacement cost over the carrying value of inventories for which the Last-In,
First-Out (LIFO) method is used was $9,368 and $6,958 at December 31, 2008 and 2007, respectively.
Replacement cost is generally based on average acquisition costs for the year. LIFO profits of
$210, $113 and $82 were included in net income for the years 2008, 2007 and 2006, respectively.
Note 26
Assets Held for Sale
At December 31, 2008, the company classified $252 of net properties, plant and equipment as
Assets held for sale on the Consolidated Balance Sheet. Assets in this category related to groups
of service stations, aviation facilities, lubricants blending plants, and commercial and industrial
fuels business. These assets are anticipated to be sold in 2009.
Note 27
Earnings Per Share
Basic earnings per share (EPS) is based upon net income less preferred stock dividend requirements
and includes the effects of deferrals of salary and other compensation awards that are invested in
Chevron stock units by certain officers and employees of the company and the companys share of
stock transactions of affiliates, which, under the applicable accounting rules, may be recorded
directly to the companys retained earnings instead of net income. Diluted EPS includes the effects
of these items as well as the dilutive effects of outstanding stock options awarded under the
companys stock option programs (refer to Note 21, Stock Options and Other Share-Based
Compensation beginning on page FS-49). The table below sets forth the
computation of basic and diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
Basic EPS Calculation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
Add: Dividend equivalents paid on stock units |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
Net income available to common stockholders Basic |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,139 |
|
|
|
|
|
|
Weighted-average number of common shares outstanding |
|
|
2,037 |
|
|
|
|
2,117 |
|
|
|
2,185 |
|
Add: Deferred awards held as stock units |
|
|
1 |
|
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
Total weighted-average number of common shares outstanding |
|
|
2,038 |
|
|
|
|
2,118 |
|
|
|
2,186 |
|
|
|
|
|
|
Per share of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income Basic |
|
$ |
11.74 |
|
|
|
$ |
8.83 |
|
|
$ |
7.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS Calculation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
Add: Dividend equivalents paid on stock units |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Add: Dilutive effects of employee stock-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders Diluted |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,139 |
|
|
|
|
|
|
Weighted-average number of common shares outstanding |
|
|
2,037 |
|
|
|
|
2,117 |
|
|
|
2,185 |
|
Add: Deferred awards held as stock units |
|
|
1 |
|
|
|
|
1 |
|
|
|
1 |
|
Add: Dilutive effect of employee stock-based awards |
|
|
12 |
|
|
|
|
14 |
|
|
|
11 |
|
|
|
|
|
|
Total weighted-average number of common shares outstanding |
|
|
2,050 |
|
|
|
|
2,132 |
|
|
|
2,197 |
|
|
|
|
|
|
Per share of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income Diluted |
|
$ |
11.67 |
|
|
|
$ |
8.77 |
|
|
$ |
7.80 |
|
|
|
|
|
|
FS-59
THIS PAGE INTENTIONALLY LEFT BLANK
FS-60
Five-Year Financial Summary
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars, except per-share amounts |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
Statement of Income Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues and Other Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales and other operating revenues1,2 |
|
$ |
264,958 |
|
|
|
$ |
214,091 |
|
|
$ |
204,892 |
|
|
$ |
193,641 |
|
|
$ |
150,865 |
|
Income from equity affiliates and other income |
|
|
8,047 |
|
|
|
|
6,813 |
|
|
|
5,226 |
|
|
|
4,559 |
|
|
|
4,435 |
|
|
|
|
|
|
Total Revenues and Other Income |
|
|
273,005 |
|
|
|
|
220,904 |
|
|
|
210,118 |
|
|
|
198,200 |
|
|
|
155,300 |
|
Total Costs and Other Deductions |
|
|
230,048 |
|
|
|
|
188,737 |
|
|
|
178,142 |
|
|
|
173,003 |
|
|
|
134,749 |
|
|
|
|
|
|
Income From Continuing Operations Before Income Taxes |
|
|
42,957 |
|
|
|
|
32,167 |
|
|
|
31,976 |
|
|
|
25,197 |
|
|
|
20,551 |
|
Income Tax Expense |
|
|
19,026 |
|
|
|
|
13,479 |
|
|
|
14,838 |
|
|
|
11,098 |
|
|
|
7,517 |
|
|
|
|
|
|
Income From Continuing Operations |
|
|
23,931 |
|
|
|
|
18,688 |
|
|
|
17,138 |
|
|
|
14,099 |
|
|
|
13,034 |
|
Income From Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294 |
|
|
|
|
|
|
Net Income |
|
$ |
23,931 |
|
|
|
$ |
18,688 |
|
|
$ |
17,138 |
|
|
$ |
14,099 |
|
|
$ |
13,328 |
|
|
|
|
|
|
Per Share of Common Stock3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income From Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
11.74 |
|
|
|
$ |
8.83 |
|
|
$ |
7.84 |
|
|
$ |
6.58 |
|
|
$ |
6.16 |
|
Diluted |
|
$ |
11.67 |
|
|
|
$ |
8.77 |
|
|
$ |
7.80 |
|
|
$ |
6.54 |
|
|
$ |
6.14 |
|
Income From Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.14 |
|
Diluted |
|
$ |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.14 |
|
Net Income2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
11.74 |
|
|
|
$ |
8.83 |
|
|
$ |
7.84 |
|
|
$ |
6.58 |
|
|
$ |
6.30 |
|
Diluted |
|
$ |
11.67 |
|
|
|
$ |
8.77 |
|
|
$ |
7.80 |
|
|
$ |
6.54 |
|
|
$ |
6.28 |
|
|
|
|
|
|
Cash Dividends Per Share |
|
$ |
2.53 |
|
|
|
$ |
2.26 |
|
|
$ |
2.01 |
|
|
$ |
1.75 |
|
|
$ |
1.53 |
|
|
|
|
|
|
Balance Sheet Data (at December 31) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
36,470 |
|
|
|
$ |
39,377 |
|
|
$ |
36,304 |
|
|
$ |
34,336 |
|
|
$ |
28,503 |
|
Noncurrent assets |
|
|
124,695 |
|
|
|
|
109,409 |
|
|
|
96,324 |
|
|
|
91,497 |
|
|
|
64,705 |
|
|
|
|
|
|
Total Assets |
|
|
161,165 |
|
|
|
|
148,786 |
|
|
|
132,628 |
|
|
|
125,833 |
|
|
|
93,208 |
|
|
|
|
|
|
Short-term debt |
|
|
2,818 |
|
|
|
|
1,162 |
|
|
|
2,159 |
|
|
|
739 |
|
|
|
816 |
|
Other current liabilities |
|
|
29,205 |
|
|
|
|
32,636 |
|
|
|
26,250 |
|
|
|
24,272 |
|
|
|
17,979 |
|
Long-term debt and capital lease obligations |
|
|
6,083 |
|
|
|
|
6,070 |
|
|
|
7,679 |
|
|
|
12,131 |
|
|
|
10,456 |
|
Other noncurrent liabilities |
|
|
36,411 |
|
|
|
|
31,830 |
|
|
|
27,605 |
|
|
|
26,015 |
|
|
|
18,727 |
|
|
|
|
|
|
Total Liabilities |
|
|
74,517 |
|
|
|
|
71,698 |
|
|
|
63,693 |
|
|
|
63,157 |
|
|
|
47,978 |
|
|
|
|
|
|
Stockholders Equity |
|
$ |
86,648 |
|
|
|
$ |
77,088 |
|
|
$ |
68,935 |
|
|
$ |
62,676 |
|
|
$ |
45,230 |
|
|
|
|
|
|
1 Includes excise, value-added and similar taxes: |
|
$ |
9,846 |
|
|
|
$ |
10,121 |
|
|
$ |
9,551 |
|
|
$ |
8,719 |
|
|
$ |
7,968 |
|
2 Includes amounts in revenues for buy/sell contracts; associated costs are in
Total Costs and Other Deductions. Refer also to Note 14, on page FS-43. |
|
$ |
|
|
|
|
$ |
|
|
|
$ |
6,725 |
|
|
$ |
23,822 |
|
|
$ |
18,650 |
|
3 Per-share amounts in all periods reflect a two-for-one stock split effected as a 100 percent stock dividend in September 2004. |
FS-61
|
|
|
|
|
|
|
|
|
|
Supplemental Information on Oil and Gas Producing Activities
Unaudited |
|
|
|
|
|
|
|
|
|
|
In accordance with FAS 69, Disclosures About Oil and
Gas Producing Activities, this section provides
supplemental information on oil and gas exploration
and producing activities of the company in seven
separate tables. Tables I through IV provide
historical cost information pertaining to costs
incurred in exploration, property acquisitions and
development; capitalized costs; and results of
operations. Tables V
through VII present information
on the companys estimated net proved reserve
quantities, standardized measure of estimated
discounted future net cash flows related to proved
reserves, and changes in estimated discounted future
net cash flows. The Africa geographic area includes
activities principally in Nigeria, Angola, Chad,
Republic of the Congo and Democratic Republic of the
Congo. The Asia-Pacific
Table
I Costs Incurred in Exploration, Property Acquisitions and
Development1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
Millions of dollars |
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
Year Ended Dec. 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells |
|
$ |
|
|
|
$ |
477 |
|
|
$ |
42 |
|
|
$ |
519 |
|
|
$ |
197 |
|
|
$ |
312 |
|
|
$ |
20 |
|
|
$ |
67 |
|
|
$ |
596 |
|
|
$ |
1,115 |
|
|
$ |
|
|
|
$ |
|
|
Geological and geophysical |
|
|
|
|
|
|
65 |
|
|
|
1 |
|
|
|
66 |
|
|
|
90 |
|
|
|
56 |
|
|
|
11 |
|
|
|
106 |
|
|
|
263 |
|
|
|
329 |
|
|
|
|
|
|
|
|
|
Rentals and other |
|
|
|
|
|
|
140 |
|
|
|
3 |
|
|
|
143 |
|
|
|
60 |
|
|
|
148 |
|
|
|
37 |
|
|
|
97 |
|
|
|
342 |
|
|
|
485 |
|
|
|
|
|
|
|
|
|
|
Total exploration |
|
|
|
|
|
|
682 |
|
|
|
46 |
|
|
|
728 |
|
|
|
347 |
|
|
|
516 |
|
|
|
68 |
|
|
|
270 |
|
|
|
1,201 |
|
|
|
1,929 |
|
|
|
|
|
|
|
|
|
|
Property acquisitions2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved |
|
|
(1 |
) |
|
|
2 |
|
|
|
87 |
|
|
|
88 |
|
|
|
|
|
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
169 |
|
|
|
257 |
|
|
|
|
|
|
|
|
|
Unproved |
|
|
1 |
|
|
|
576 |
|
|
|
2 |
|
|
|
579 |
|
|
|
|
|
|
|
280 |
|
|
|
|
|
|
|
|
|
|
|
280 |
|
|
|
859 |
|
|
|
|
|
|
|
|
|
|
Total property acquisitions |
|
|
|
|
|
|
578 |
|
|
|
89 |
|
|
|
667 |
|
|
|
|
|
|
|
449 |
|
|
|
|
|
|
|
|
|
|
|
449 |
|
|
|
1,116 |
|
|
|
|
|
|
|
|
|
|
Development3 |
|
|
928 |
|
|
|
1,923 |
|
|
|
1,497 |
|
|
|
4,348 |
|
|
|
3,723 |
|
|
|
4,484 |
|
|
|
753 |
|
|
|
1,879 |
|
|
|
10,839 |
|
|
|
15,187 |
|
|
|
643 |
|
|
|
120 |
|
|
Total Costs Incurred |
|
$ |
928 |
|
|
$ |
3,183 |
|
|
$ |
1,632 |
|
|
$ |
5,743 |
|
|
$ |
4,070 |
|
|
$ |
5,449 |
|
|
$ |
821 |
|
|
$ |
2,149 |
|
|
$ |
12,489 |
|
|
$ |
18,232 |
|
|
$ |
643 |
|
|
$ |
120 |
|
|
Year Ended Dec. 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells |
|
$ |
4 |
|
|
$ |
430 |
|
|
$ |
18 |
|
|
$ |
452 |
|
|
$ |
202 |
|
|
$ |
156 |
|
|
$ |
3 |
|
|
$ |
195 |
|
|
$ |
556 |
|
|
$ |
1,008 |
|
|
$ |
|
|
|
$ |
7 |
|
Geological and geophysical |
|
|
|
|
|
|
59 |
|
|
|
14 |
|
|
|
73 |
|
|
|
136 |
|
|
|
48 |
|
|
|
11 |
|
|
|
98 |
|
|
|
293 |
|
|
|
366 |
|
|
|
|
|
|
|
|
|
Rentals and other |
|
|
|
|
|
|
128 |
|
|
|
5 |
|
|
|
133 |
|
|
|
70 |
|
|
|
120 |
|
|
|
50 |
|
|
|
79 |
|
|
|
319 |
|
|
|
452 |
|
|
|
|
|
|
|
|
|
|
Total exploration |
|
|
4 |
|
|
|
617 |
|
|
|
37 |
|
|
|
658 |
|
|
|
408 |
|
|
|
324 |
|
|
|
64 |
|
|
|
372 |
|
|
|
1,168 |
|
|
|
1,826 |
|
|
|
|
|
|
|
7 |
|
|
Property acquisitions2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved |
|
|
10 |
|
|
|
220 |
|
|
|
13 |
|
|
|
243 |
|
|
|
5 |
|
|
|
92 |
|
|
|
|
|
|
|
(2 |
) |
|
|
95 |
|
|
|
338 |
|
|
|
|
|
|
|
|
|
Unproved |
|
|
35 |
|
|
|
75 |
|
|
|
3 |
|
|
|
113 |
|
|
|
8 |
|
|
|
35 |
|
|
|
|
|
|
|
24 |
|
|
|
67 |
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
Total property acquisitions |
|
|
45 |
|
|
|
295 |
|
|
|
16 |
|
|
|
356 |
|
|
|
13 |
|
|
|
127 |
|
|
|
|
|
|
|
22 |
|
|
|
162 |
|
|
|
518 |
|
|
|
|
|
|
|
|
|
|
Development3 |
|
|
1,198 |
|
|
|
2,237 |
|
|
|
1,775 |
|
|
|
5,210 |
|
|
|
4,176 |
|
|
|
1,897 |
|
|
|
620 |
|
|
|
1,504 |
|
|
|
8,197 |
|
|
|
13,407 |
|
|
|
832 |
|
|
|
64 |
|
|
Total Costs Incurred |
|
$ |
1,247 |
|
|
$ |
3,149 |
|
|
$ |
1,828 |
|
|
$ |
6,224 |
|
|
$ |
4,597 |
|
|
$ |
2,348 |
|
|
$ |
684 |
|
|
$ |
1,898 |
|
|
$ |
9,527 |
|
|
$ |
15,751 |
|
|
$ |
832 |
|
|
$ |
71 |
|
|
Year Ended Dec. 31,
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells |
|
$ |
|
|
|
$ |
493 |
|
|
$ |
22 |
|
|
$ |
515 |
|
|
$ |
151 |
|
|
$ |
121 |
|
|
$ |
20 |
|
|
$ |
246 |
|
|
$ |
538 |
|
|
$ |
1,053 |
|
|
$ |
25 |
|
|
$ |
|
|
Geological and geophysical |
|
|
|
|
|
|
96 |
|
|
|
8 |
|
|
|
104 |
|
|
|
180 |
|
|
|
53 |
|
|
|
12 |
|
|
|
92 |
|
|
|
337 |
|
|
|
441 |
|
|
|
|
|
|
|
|
|
Rentals and other |
|
|
|
|
|
|
116 |
|
|
|
16 |
|
|
|
132 |
|
|
|
48 |
|
|
|
140 |
|
|
|
58 |
|
|
|
50 |
|
|
|
296 |
|
|
|
428 |
|
|
|
|
|
|
|
|
|
|
Total exploration |
|
|
|
|
|
|
705 |
|
|
|
46 |
|
|
|
751 |
|
|
|
379 |
|
|
|
314 |
|
|
|
90 |
|
|
|
388 |
|
|
|
1,171 |
|
|
|
1,922 |
|
|
|
25 |
|
|
|
|
|
|
Property acquisitions2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved |
|
|
6 |
|
|
|
152 |
|
|
|
|
|
|
|
158 |
|
|
|
1 |
|
|
|
10 |
|
|
|
|
|
|
|
15 |
|
|
|
26 |
|
|
|
184 |
|
|
|
|
|
|
|
581 |
|
Unproved |
|
|
1 |
|
|
|
47 |
|
|
|
10 |
|
|
|
58 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
135 |
|
|
|
136 |
|
|
|
194 |
|
|
|
|
|
|
|
|
|
|
Total property acquisitions |
|
|
7 |
|
|
|
199 |
|
|
|
10 |
|
|
|
216 |
|
|
|
1 |
|
|
|
11 |
|
|
|
|
|
|
|
150 |
|
|
|
162 |
|
|
|
378 |
|
|
|
|
|
|
|
581 |
|
|
Development3 |
|
|
686 |
|
|
|
1,632 |
|
|
|
868 |
|
|
|
3,186 |
|
|
|
2,890 |
|
|
|
1,788 |
|
|
|
460 |
|
|
|
1,019 |
|
|
|
6,157 |
|
|
|
9,343 |
|
|
|
671 |
|
|
|
25 |
|
|
Total Costs Incurred |
|
$ |
693 |
|
|
$ |
2,536 |
|
|
$ |
924 |
|
|
$ |
4,153 |
|
|
$ |
3,270 |
|
|
$ |
2,113 |
|
|
$ |
550 |
|
|
$ |
1,557 |
|
|
$ |
7,490 |
|
|
$ |
11,643 |
|
|
$ |
696 |
|
|
$ |
606 |
|
|
1 |
|
Includes costs incurred whether capitalized or expensed. Excludes general support
equipment expenditures. Includes capitalized amounts related to asset retirement obligations. See
Note 24, Asset Retirement Obligations, beginning on page FS-58. |
|
2 |
|
Includes wells, equipment and facilities associated with proved reserves.
Does not include properties acquired in nonmonetary transactions. |
|
3 |
|
Includes
$224, $99 and $160 costs incurred prior to assignment of proved reserves in 2008, 2007 and
2006, respectively. |
FS-62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table II
Capitalized Costs Related to Oil and
Gas Producing Activities
|
|
|
geographic area includes activities principally in
Australia, Azerbaijan, Bangladesh, China, Kazakhstan,
Myanmar, the Partitioned Neutral Zone between Kuwait
and Saudi Arabia, the Philippines, and Thailand. The
international Other geographic category includes
activities in Argentina, Brazil, Canada, Colombia,
Denmark, the Netherlands, Norway, Trinidad and Tobago,
Venezuela, the United Kingdom, and
other countries.
Amounts for TCO represent Chevrons 50 percent equity
share of Tengizchevroil, an exploration and production
partnership in the Republic of Kazakhstan. The
affiliated companies Other amounts are composed of
the companys equity interests in Venezuela, Angola
and Russia. Refer to Note 12 beginning on page FS-41
for a discussion of the companys major equity
affiliates.
Table
II - Capitalized Costs Related to Oil and Gas Producing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
Millions of dollars |
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
At Dec. 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unproved properties |
|
$ |
810 |
|
|
$ |
1,357 |
|
|
$ |
328 |
|
|
$ |
2,495 |
|
|
$ |
294 |
|
|
$ |
2,788 |
|
|
$ |
651 |
|
|
$ |
912 |
|
|
$ |
4,645 |
|
|
$ |
7,140 |
|
|
$ |
113 |
|
|
$ |
|
|
Proved properties and
related producing assets |
|
|
12,048 |
|
|
|
19,318 |
|
|
|
14,914 |
|
|
|
46,280 |
|
|
|
17,495 |
|
|
|
21,726 |
|
|
|
8,117 |
|
|
|
13,041 |
|
|
|
60,379 |
|
|
|
106,659 |
|
|
|
5,991 |
|
|
|
841 |
|
Support equipment |
|
|
239 |
|
|
|
226 |
|
|
|
252 |
|
|
|
717 |
|
|
|
967 |
|
|
|
266 |
|
|
|
1,150 |
|
|
|
475 |
|
|
|
2,858 |
|
|
|
3,575 |
|
|
|
888 |
|
|
|
|
|
Deferred exploratory
wells |
|
|
|
|
|
|
602 |
|
|
|
|
|
|
|
602 |
|
|
|
499 |
|
|
|
495 |
|
|
|
107 |
|
|
|
415 |
|
|
|
1,516 |
|
|
|
2,118 |
|
|
|
|
|
|
|
|
|
Other uncompleted
projects |
|
|
405 |
|
|
|
3,812 |
|
|
|
58 |
|
|
|
4,275 |
|
|
|
4,226 |
|
|
|
2,490 |
|
|
|
875 |
|
|
|
1,739 |
|
|
|
9,330 |
|
|
|
13,605 |
|
|
|
501 |
|
|
|
81 |
|
|
Gross Cap. Costs |
|
|
13,502 |
|
|
|
25,315 |
|
|
|
15,552 |
|
|
|
54,369 |
|
|
|
23,481 |
|
|
|
27,765 |
|
|
|
10,900 |
|
|
|
16,582 |
|
|
|
78,728 |
|
|
|
133,097 |
|
|
|
7,493 |
|
|
|
922 |
|
|
Unproved properties
valuation |
|
|
744 |
|
|
|
80 |
|
|
|
21 |
|
|
|
845 |
|
|
|
202 |
|
|
|
223 |
|
|
|
64 |
|
|
|
439 |
|
|
|
928 |
|
|
|
1,773 |
|
|
|
29 |
|
|
|
|
|
Proved producing
properties
Depreciation and
depletion |
|
|
7,802 |
|
|
|
14,546 |
|
|
|
8,432 |
|
|
|
30,780 |
|
|
|
6,602 |
|
|
|
8,692 |
|
|
|
6,214 |
|
|
|
8,360 |
|
|
|
29,868 |
|
|
|
60,648 |
|
|
|
831 |
|
|
|
212 |
|
Support equipment
depreciation |
|
|
145 |
|
|
|
99 |
|
|
|
138 |
|
|
|
382 |
|
|
|
523 |
|
|
|
128 |
|
|
|
611 |
|
|
|
307 |
|
|
|
1,569 |
|
|
|
1,951 |
|
|
|
307 |
|
|
|
|
|
|
Accumulated provisions |
|
|
8,691 |
|
|
|
14,725 |
|
|
|
8,591 |
|
|
|
32,007 |
|
|
|
7,327 |
|
|
|
9,043 |
|
|
|
6,889 |
|
|
|
9,106 |
|
|
|
32,365 |
|
|
|
64,372 |
|
|
|
1,167 |
|
|
|
212 |
|
|
Net Capitalized
Costs |
|
$ |
4,811 |
|
|
$ |
10,590 |
|
|
$ |
6,961 |
|
|
$ |
22,362 |
|
|
$ |
16,154 |
|
|
$ |
18,722 |
|
|
$ |
4,011 |
|
|
$ |
7,476 |
|
|
$ |
46,363 |
|
|
$ |
68,725 |
|
|
$ |
6,326 |
|
|
$ |
710 |
|
|
At Dec. 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unproved properties |
|
$ |
805 |
|
|
$ |
892 |
|
|
$ |
353 |
|
|
$ |
2,050 |
|
|
$ |
314 |
|
|
$ |
2,639 |
|
|
$ |
630 |
|
|
$ |
1,015 |
|
|
$ |
4,598 |
|
|
$ |
6,648 |
|
|
$ |
112 |
|
|
$ |
|
|
Proved properties and
related producing assets |
|
|
11,260 |
|
|
|
19,110 |
|
|
|
13,718 |
|
|
|
44,088 |
|
|
|
11,894 |
|
|
|
17,321 |
|
|
|
7,705 |
|
|
|
11,360 |
|
|
|
48,280 |
|
|
|
92,368 |
|
|
|
4,247 |
|
|
|
858 |
|
Support equipment |
|
|
201 |
|
|
|
206 |
|
|
|
230 |
|
|
|
637 |
|
|
|
850 |
|
|
|
284 |
|
|
|
1,123 |
|
|
|
439 |
|
|
|
2,696 |
|
|
|
3,333 |
|
|
|
758 |
|
|
|
|
|
Deferred exploratory
wells |
|
|
|
|
|
|
406 |
|
|
|
7 |
|
|
|
413 |
|
|
|
368 |
|
|
|
293 |
|
|
|
148 |
|
|
|
438 |
|
|
|
1,247 |
|
|
|
1,660 |
|
|
|
|
|
|
|
|
|
Other uncompleted
projects |
|
|
308 |
|
|
|
3,128 |
|
|
|
573 |
|
|
|
4,009 |
|
|
|
6,430 |
|
|
|
2,049 |
|
|
|
593 |
|
|
|
1,421 |
|
|
|
10,493 |
|
|
|
14,502 |
|
|
|
1,633 |
|
|
|
55 |
|
|
Gross Cap. Costs |
|
|
12,574 |
|
|
|
23,742 |
|
|
|
14,881 |
|
|
|
51,197 |
|
|
|
19,856 |
|
|
|
22,586 |
|
|
|
10,199 |
|
|
|
14,673 |
|
|
|
67,314 |
|
|
|
118,511 |
|
|
|
6,750 |
|
|
|
913 |
|
|
Unproved properties
valuation |
|
|
741 |
|
|
|
57 |
|
|
|
35 |
|
|
|
833 |
|
|
|
201 |
|
|
|
221 |
|
|
|
39 |
|
|
|
427 |
|
|
|
888 |
|
|
|
1,721 |
|
|
|
23 |
|
|
|
|
|
Proved producing
properties
Depreciation and
depletion |
|
|
7,383 |
|
|
|
15,074 |
|
|
|
7,640 |
|
|
|
30,097 |
|
|
|
5,427 |
|
|
|
6,912 |
|
|
|
5,592 |
|
|
|
7,062 |
|
|
|
24,993 |
|
|
|
55,090 |
|
|
|
644 |
|
|
|
167 |
|
Support equipment
depreciation |
|
|
133 |
|
|
|
92 |
|
|
|
124 |
|
|
|
349 |
|
|
|
464 |
|
|
|
144 |
|
|
|
571 |
|
|
|
261 |
|
|
|
1,440 |
|
|
|
1,789 |
|
|
|
267 |
|
|
|
|
|
|
Accumulated provisions |
|
|
8,257 |
|
|
|
15,223 |
|
|
|
7,799 |
|
|
|
31,279 |
|
|
|
6,092 |
|
|
|
7,277 |
|
|
|
6,202 |
|
|
|
7,750 |
|
|
|
27,321 |
|
|
|
58,600 |
|
|
|
934 |
|
|
|
167 |
|
|
Net Capitalized
Costs |
|
$ |
4,317 |
|
|
$ |
8,519 |
|
|
$ |
7,082 |
|
|
$ |
19,918 |
|
|
$ |
13,764 |
|
|
$ |
15,309 |
|
|
$ |
3,997 |
|
|
$ |
6,923 |
|
|
$ |
39,993 |
|
|
$ |
59,911 |
|
|
$ |
5,816 |
|
|
$ |
746 |
|
|
FS-63
|
|
|
|
|
|
|
|
|
|
Supplemental Information
on Oil and Gas Producing Activities
Table II Capitalized Costs
Related to Oil and
Gas Producing
Activities - Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
Millions of dollars |
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
At Dec. 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unproved properties |
|
$ |
770 |
|
|
$ |
1,007 |
|
|
$ |
370 |
|
|
$ |
2,147 |
|
|
$ |
342 |
|
|
$ |
2,373 |
|
|
$ |
707 |
|
|
$ |
1,082 |
|
|
$ |
4,504 |
|
|
$ |
6,651 |
|
|
$ |
112 |
|
|
$ |
|
|
Proved properties and
related producing assets |
|
|
9,960 |
|
|
|
18,464 |
|
|
|
12,284 |
|
|
|
40,708 |
|
|
|
9,943 |
|
|
|
15,486 |
|
|
|
7,110 |
|
|
|
10,461 |
|
|
|
43,000 |
|
|
|
83,708 |
|
|
|
2,701 |
|
|
|
1,096 |
|
Support equipment |
|
|
189 |
|
|
|
212 |
|
|
|
226 |
|
|
|
627 |
|
|
|
745 |
|
|
|
240 |
|
|
|
1,093 |
|
|
|
364 |
|
|
|
2,442 |
|
|
|
3,069 |
|
|
|
611 |
|
|
|
|
|
Deferred exploratory
wells |
|
|
|
|
|
|
343 |
|
|
|
7 |
|
|
|
350 |
|
|
|
231 |
|
|
|
217 |
|
|
|
149 |
|
|
|
292 |
|
|
|
889 |
|
|
|
1,239 |
|
|
|
|
|
|
|
|
|
Other uncompleted
projects |
|
|
370 |
|
|
|
2,188 |
|
|
|
|
|
|
|
2,558 |
|
|
|
4,299 |
|
|
|
1,546 |
|
|
|
493 |
|
|
|
917 |
|
|
|
7,255 |
|
|
|
9,813 |
|
|
|
2,493 |
|
|
|
40 |
|
|
Gross Cap. Costs |
|
|
11,289 |
|
|
|
22,214 |
|
|
|
12,887 |
|
|
|
46,390 |
|
|
|
15,560 |
|
|
|
19,862 |
|
|
|
9,552 |
|
|
|
13,116 |
|
|
|
58,090 |
|
|
|
104,480 |
|
|
|
5,917 |
|
|
|
1,136 |
|
|
Unproved properties
valuation |
|
|
738 |
|
|
|
52 |
|
|
|
29 |
|
|
|
819 |
|
|
|
189 |
|
|
|
74 |
|
|
|
14 |
|
|
|
337 |
|
|
|
614 |
|
|
|
1,433 |
|
|
|
22 |
|
|
|
|
|
Proved producing
properties
Depreciation and
depletion |
|
|
7,082 |
|
|
|
14,468 |
|
|
|
6,880 |
|
|
|
28,430 |
|
|
|
4,794 |
|
|
|
5,273 |
|
|
|
4,971 |
|
|
|
6,087 |
|
|
|
21,125 |
|
|
|
49,555 |
|
|
|
541 |
|
|
|
109 |
|
Support equipment
depreciation |
|
|
125 |
|
|
|
111 |
|
|
|
130 |
|
|
|
366 |
|
|
|
400 |
|
|
|
102 |
|
|
|
522 |
|
|
|
238 |
|
|
|
1,262 |
|
|
|
1,628 |
|
|
|
242 |
|
|
|
|
|
|
Accumulated provisions |
|
|
7,945 |
|
|
|
14,631 |
|
|
|
7,039 |
|
|
|
29,615 |
|
|
|
5,383 |
|
|
|
5,449 |
|
|
|
5,507 |
|
|
|
6,662 |
|
|
|
23,001 |
|
|
|
52,616 |
|
|
|
805 |
|
|
|
109 |
|
|
Net Capitalized
Costs |
|
$ |
3,344 |
|
|
$ |
7,583 |
|
|
$ |
5,848 |
|
|
$ |
16,775 |
|
|
$ |
10,177 |
|
|
$ |
14,413 |
|
|
$ |
4,045 |
|
|
$ |
6,454 |
|
|
$ |
35,089 |
|
|
$ |
51,864 |
|
|
$ |
5,112 |
|
|
$ |
1,027 |
|
|
FS-64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table III
Results of Operations for Oil and
Gas Producing Activities1 |
|
The companys results of operations from oil and
gas producing activities for the years 2008, 2007 and
2006 are shown in the following table. Net income from
exploration and production activities as reported on
page FS-39 reflects income taxes computed on an
effective rate basis.
In accordance with FAS 69, income taxes in Table III
are based on statutory tax rates, reflecting
allowable deductions and tax credits. Interest income
and expense are excluded from the results reported in
Table III and from the net income amounts on page
FS-39.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
Millions of dollars |
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
Year Ended Dec. 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from net
production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
226 |
|
|
$ |
1,543 |
|
|
$ |
3,113 |
|
|
$ |
4,882 |
|
|
$ |
2,578 |
|
|
$ |
7,030 |
|
|
$ |
1,447 |
|
|
$ |
4,026 |
|
|
$ |
15,081 |
|
|
$ |
19,963 |
|
|
$ |
4,971 |
|
|
$ |
1,599 |
|
Transfers |
|
|
6,405 |
|
|
|
2,839 |
|
|
|
3,624 |
|
|
|
12,868 |
|
|
|
8,373 |
|
|
|
5,703 |
|
|
|
2,975 |
|
|
|
3,651 |
|
|
|
20,702 |
|
|
|
33,570 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,631 |
|
|
|
4,382 |
|
|
|
6,737 |
|
|
|
17,750 |
|
|
|
10,951 |
|
|
|
12,733 |
|
|
|
4,422 |
|
|
|
7,677 |
|
|
|
35,783 |
|
|
|
53,533 |
|
|
|
4,971 |
|
|
|
1,599 |
|
Production expenses
excluding taxes |
|
|
(1,385 |
) |
|
|
(914 |
) |
|
|
(1,523 |
) |
|
|
(3,822 |
) |
|
|
(1,228 |
) |
|
|
(1,182 |
) |
|
|
(1,009 |
) |
|
|
(874 |
) |
|
|
(4,293 |
) |
|
|
(8,115 |
) |
|
|
(376 |
) |
|
|
(125 |
) |
Taxes other than on
income |
|
|
(107 |
) |
|
|
(55 |
) |
|
|
(554 |
) |
|
|
(716 |
) |
|
|
(163 |
) |
|
|
(585 |
) |
|
|
(1 |
) |
|
|
(47 |
) |
|
|
(796 |
) |
|
|
(1,512 |
) |
|
|
(41 |
) |
|
|
(278 |
) |
Proved producing
properties: Depreciation
and depletion |
|
|
(415 |
) |
|
|
(926 |
) |
|
|
(945 |
) |
|
|
(2,286 |
) |
|
|
(1,176 |
) |
|
|
(1,804 |
) |
|
|
(617 |
) |
|
|
(1,330 |
) |
|
|
(4,927 |
) |
|
|
(7,213 |
) |
|
|
(237 |
) |
|
|
(77 |
) |
Accretion expense2 |
|
|
(29 |
) |
|
|
(119 |
) |
|
|
(94 |
) |
|
|
(242 |
) |
|
|
(60 |
) |
|
|
(31 |
) |
|
|
(22 |
) |
|
|
(54 |
) |
|
|
(167 |
) |
|
|
(409 |
) |
|
|
(2 |
) |
|
|
(1 |
) |
Exploration expenses |
|
|
|
|
|
|
(330 |
) |
|
|
(40 |
) |
|
|
(370 |
) |
|
|
(223 |
) |
|
|
(243 |
) |
|
|
(83 |
) |
|
|
(250 |
) |
|
|
(799 |
) |
|
|
(1,169 |
) |
|
|
|
|
|
|
|
|
Unproved properties
valuation |
|
|
(3 |
) |
|
|
(91 |
) |
|
|
(20 |
) |
|
|
(114 |
) |
|
|
(13 |
) |
|
|
(12 |
) |
|
|
(25 |
) |
|
|
(7 |
) |
|
|
(57 |
) |
|
|
(171 |
) |
|
|
|
|
|
|
|
|
Other income (expense)3 |
|
|
(20 |
) |
|
|
(383 |
) |
|
|
1,110 |
|
|
|
707 |
|
|
|
(350 |
) |
|
|
298 |
|
|
|
(64 |
) |
|
|
282 |
|
|
|
166 |
|
|
|
873 |
|
|
|
184 |
|
|
|
105 |
|
|
Results before
income taxes |
|
|
4,672 |
|
|
|
1,564 |
|
|
|
4,671 |
|
|
|
10,907 |
|
|
|
7,738 |
|
|
|
9,174 |
|
|
|
2,601 |
|
|
|
5,397 |
|
|
|
24,910 |
|
|
|
35,817 |
|
|
|
4,499 |
|
|
|
1,223 |
|
Income tax expense |
|
|
(1,652 |
) |
|
|
(553 |
) |
|
|
(1,651 |
) |
|
|
(3,856 |
) |
|
|
(6,051 |
) |
|
|
(4,865 |
) |
|
|
(1,257 |
) |
|
|
(3,016 |
) |
|
|
(15,189 |
) |
|
|
(19,045 |
) |
|
|
(1,357 |
) |
|
|
(612 |
) |
|
Results of Producing
Operations |
|
$ |
3,020 |
|
|
$ |
1,011 |
|
|
$ |
3,020 |
|
|
$ |
7,051 |
|
|
$ |
1,687 |
|
|
$ |
4,309 |
|
|
$ |
1,344 |
|
|
$ |
2,381 |
|
|
$ |
9,721 |
|
|
$ |
16,772 |
|
|
$ |
3,142 |
|
|
$ |
611 |
|
|
Year Ended Dec. 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from net production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
202 |
|
|
$ |
1,555 |
|
|
$ |
2,476 |
|
|
$ |
4,233 |
|
|
$ |
1,810 |
|
|
$ |
6,192 |
|
|
$ |
1,045 |
|
|
$ |
3,012 |
|
|
$ |
12,059 |
|
|
$ |
16,292 |
|
|
$ |
3,327 |
|
|
$ |
1,290 |
|
Transfers |
|
|
4,671 |
|
|
|
2,630 |
|
|
|
2,707 |
|
|
|
10,008 |
|
|
|
6,778 |
|
|
|
4,440 |
|
|
|
2,590 |
|
|
|
2,744 |
|
|
|
16,552 |
|
|
|
26,560 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,873 |
|
|
|
4,185 |
|
|
|
5,183 |
|
|
|
14,241 |
|
|
|
8,588 |
|
|
|
10,632 |
|
|
|
3,635 |
|
|
|
5,756 |
|
|
|
28,611 |
|
|
|
42,852 |
|
|
|
3,327 |
|
|
|
1,290 |
|
Production expenses4
excluding taxes |
|
|
(1,063 |
) |
|
|
(936 |
) |
|
|
(1,400 |
) |
|
|
(3,399 |
) |
|
|
(892 |
) |
|
|
(953 |
) |
|
|
(892 |
) |
|
|
(828 |
) |
|
|
(3,565 |
) |
|
|
(6,964 |
) |
|
|
(248 |
) |
|
|
(92 |
) |
Taxes other than on
income |
|
|
(91 |
) |
|
|
(53 |
) |
|
|
(378 |
) |
|
|
(522 |
) |
|
|
(49 |
) |
|
|
(292 |
) |
|
|
(2 |
) |
|
|
(58 |
) |
|
|
(401 |
) |
|
|
(923 |
) |
|
|
(31 |
) |
|
|
(163 |
) |
Proved producing
properties: Depreciation
and depletion |
|
|
(300 |
) |
|
|
(1,143 |
) |
|
|
(833 |
) |
|
|
(2,276 |
) |
|
|
(646 |
) |
|
|
(1,668 |
) |
|
|
(623 |
) |
|
|
(980 |
) |
|
|
(3,917 |
) |
|
|
(6,193 |
) |
|
|
(127 |
) |
|
|
(94 |
) |
Accretion expense2 |
|
|
(92 |
) |
|
|
1 |
|
|
|
(167 |
) |
|
|
(258 |
) |
|
|
(33 |
) |
|
|
(36 |
) |
|
|
(21 |
) |
|
|
(27 |
) |
|
|
(117 |
) |
|
|
(375 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
Exploration expenses |
|
|
|
|
|
|
(486 |
) |
|
|
(25 |
) |
|
|
(511 |
) |
|
|
(267 |
) |
|
|
(225 |
) |
|
|
(61 |
) |
|
|
(259 |
) |
|
|
(812 |
) |
|
|
(1,323 |
) |
|
|
|
|
|
|
|
|
Unproved properties
valuation |
|
|
(3 |
) |
|
|
(102 |
) |
|
|
(27 |
) |
|
|
(132 |
) |
|
|
(12 |
) |
|
|
(150 |
) |
|
|
(30 |
) |
|
|
(120 |
) |
|
|
(312 |
) |
|
|
(444 |
) |
|
|
|
|
|
|
|
|
Other income (expense)3 |
|
|
3 |
|
|
|
2 |
|
|
|
31 |
|
|
|
36 |
|
|
|
(447 |
) |
|
|
(302 |
) |
|
|
(197 |
) |
|
|
33 |
|
|
|
(913 |
) |
|
|
(877 |
) |
|
|
18 |
|
|
|
7 |
|
|
Results before
income taxes |
|
|
3,327 |
|
|
|
1,468 |
|
|
|
2,384 |
|
|
|
7,179 |
|
|
|
6,242 |
|
|
|
7,006 |
|
|
|
1,809 |
|
|
|
3,517 |
|
|
|
18,574 |
|
|
|
25,753 |
|
|
|
2,938 |
|
|
|
946 |
|
Income tax expense |
|
|
(1,204 |
) |
|
|
(531 |
) |
|
|
(864 |
) |
|
|
(2,599 |
) |
|
|
(4,907 |
) |
|
|
(3,456 |
) |
|
|
(841 |
) |
|
|
(1,830 |
) |
|
|
(11,034 |
) |
|
|
(13,633 |
) |
|
|
(887 |
) |
|
|
(462 |
) |
|
Results of Producing
Operations |
|
$ |
2,123 |
|
|
$ |
937 |
|
|
$ |
1,520 |
|
|
$ |
4,580 |
|
|
$ |
1,335 |
|
|
$ |
3,550 |
|
|
$ |
968 |
|
|
$ |
1,687 |
|
|
$ |
7,540 |
|
|
$ |
12,120 |
|
|
$ |
2,051 |
|
|
$ |
484 |
|
|
1 |
|
The value of owned production consumed in operations as fuel has been eliminated from
revenues and production expenses, and the related volumes have been deducted from net production in
calculating the unit average sales price and production cost. This has no effect on the results of
producing operations. |
|
2 |
|
Represents accretion of ARO liability. Refer to Note 24, Asset Retirement
Obligations, beginning on page FS-58. |
|
3 |
|
Includes foreign currency gains and losses, gains and losses on property
dispositions, and income from operating and technical service agreements. |
|
4 |
|
Includes $10 costs incurred prior to assignment of proved reserves in 2007. |
FS-65
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information
on Oil and Gas Producing Activities |
|
|
|
|
|
|
|
|
|
|
Table III
Results of Operations for Oil and
Gas Producing
Activities1
- Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
Millions of dollars |
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
Year Ended Dec. 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from net
production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
308 |
|
|
$ |
1,845 |
|
|
$ |
2,976 |
|
|
$ |
5,129 |
|
|
$ |
2,377 |
|
|
$ |
4,938 |
|
|
$ |
1,001 |
|
|
$ |
2,814 |
|
|
$ |
11,130 |
|
|
$ |
16,259 |
|
|
$ |
2,861 |
|
|
$ |
598 |
|
Transfers |
|
|
4,072 |
|
|
|
2,317 |
|
|
|
2,046 |
|
|
|
8,435 |
|
|
|
5,264 |
|
|
|
4,084 |
|
|
|
2,211 |
|
|
|
2,848 |
|
|
|
14,407 |
|
|
|
22,842 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,380 |
|
|
|
4,162 |
|
|
|
5,022 |
|
|
|
13,564 |
|
|
|
7,641 |
|
|
|
9,022 |
|
|
|
3,212 |
|
|
|
5,662 |
|
|
|
25,537 |
|
|
|
39,101 |
|
|
|
2,861 |
|
|
|
598 |
|
Production expenses
excluding taxes |
|
|
(889 |
) |
|
|
(765 |
) |
|
|
(1,057 |
) |
|
|
(2,711 |
) |
|
|
(640 |
) |
|
|
(740 |
) |
|
|
(728 |
) |
|
|
(664 |
) |
|
|
(2,772 |
) |
|
|
(5,483 |
) |
|
|
(202 |
) |
|
|
(42 |
) |
Taxes other than on
income |
|
|
(84 |
) |
|
|
(57 |
) |
|
|
(442 |
) |
|
|
(583 |
) |
|
|
(57 |
) |
|
|
(231 |
) |
|
|
(1 |
) |
|
|
(60 |
) |
|
|
(349 |
) |
|
|
(932 |
) |
|
|
(28 |
) |
|
|
(6 |
) |
Proved producing properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and depletion |
|
|
(275 |
) |
|
|
(1,096 |
) |
|
|
(763 |
) |
|
|
(2,134 |
) |
|
|
(579 |
) |
|
|
(1,475 |
) |
|
|
(666 |
) |
|
|
(703 |
) |
|
|
(3,423 |
) |
|
|
(5,557 |
) |
|
|
(114 |
) |
|
|
(33 |
) |
Accretion expense2 |
|
|
(11 |
) |
|
|
(80 |
) |
|
|
(39 |
) |
|
|
(130 |
) |
|
|
(26 |
) |
|
|
(30 |
) |
|
|
(23 |
) |
|
|
(49 |
) |
|
|
(128 |
) |
|
|
(258 |
) |
|
|
(1 |
) |
|
|
|
|
Exploration expenses |
|
|
|
|
|
|
(407 |
) |
|
|
(24 |
) |
|
|
(431 |
) |
|
|
(296 |
) |
|
|
(209 |
) |
|
|
(110 |
) |
|
|
(318 |
) |
|
|
(933 |
) |
|
|
(1,364 |
) |
|
|
(25 |
) |
|
|
|
|
Unproved properties
valuation |
|
|
(3 |
) |
|
|
(73 |
) |
|
|
(8 |
) |
|
|
(84 |
) |
|
|
(28 |
) |
|
|
(15 |
) |
|
|
(14 |
) |
|
|
(27 |
) |
|
|
(84 |
) |
|
|
(168 |
) |
|
|
|
|
|
|
|
|
Other income (expense)3 |
|
|
1 |
|
|
|
(732 |
) |
|
|
254 |
|
|
|
(477 |
) |
|
|
(435 |
) |
|
|
(475 |
) |
|
|
50 |
|
|
|
385 |
|
|
|
(475 |
) |
|
|
(952 |
) |
|
|
8 |
|
|
|
(50 |
) |
|
Results before
income taxes |
|
|
3,119 |
|
|
|
952 |
|
|
|
2,943 |
|
|
|
7,014 |
|
|
|
5,580 |
|
|
|
5,847 |
|
|
|
1,720 |
|
|
|
4,226 |
|
|
|
17,373 |
|
|
|
24,387 |
|
|
|
2,499 |
|
|
|
467 |
|
Income tax expense |
|
|
(1,169 |
) |
|
|
(357 |
) |
|
|
(1,103 |
) |
|
|
(2,629 |
) |
|
|
(4,740 |
) |
|
|
(3,224 |
) |
|
|
(793 |
) |
|
|
(2,151 |
) |
|
|
(10,908 |
) |
|
|
(13,537 |
) |
|
|
(750 |
) |
|
|
(174 |
) |
|
Results of Producing
Operations |
|
$ |
1,950 |
|
|
$ |
595 |
|
|
$ |
1,840 |
|
|
$ |
4,385 |
|
|
$ |
840 |
|
|
$ |
2,623 |
|
|
$ |
927 |
|
|
$ |
2,075 |
|
|
$ |
6,465 |
|
|
$ |
10,850 |
|
|
$ |
1,749 |
|
|
$ |
293 |
|
|
1 |
|
The value of owned production consumed in operations as fuel has been eliminated from
revenues and production expenses, and the related volumes have been deducted from net production in
calculating the unit average sales price and production cost. This has no effect on the results of
producing operations. |
|
2 |
|
Represents accretion of ARO liability. Refer to Note 24, Asset Retirement
Obligations, beginning on page FS-58. |
|
3 |
|
Includes foreign currency gains and losses, gains and losses on property
dispositions, and income from operating and technical service agreements. |
FS-66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
IV
Results of Operations for Oil and
Gas Producing
Activities - Unit Prices and Costs1,2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
|
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
Year Ended Dec.
31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average sales prices
Liquids, per barrel |
|
$ |
87.43 |
|
|
$ |
95.62 |
|
|
$ |
85.30 |
|
|
$ |
88.43 |
|
|
$ |
91.71 |
|
|
$ |
86.38 |
|
|
$ |
79.14 |
|
|
$ |
85.14 |
|
|
$ |
86.99 |
|
|
$ |
87.44 |
|
|
$ |
79.11 |
|
|
$ |
69.65 |
|
Natural gas, per
thousand cubic feet |
|
|
7.19 |
|
|
|
9.17 |
|
|
|
7.43 |
|
|
|
7.90 |
|
|
|
|
|
|
|
4.56 |
|
|
|
8.25 |
|
|
|
6.00 |
|
|
|
5.14 |
|
|
|
6.02 |
|
|
|
1.56 |
|
|
|
3.98 |
|
Average production
costs, per barrel |
|
|
17.67 |
|
|
|
16.22 |
|
|
|
14.31 |
|
|
|
15.85 |
|
|
|
10.00 |
|
|
|
5.14 |
|
|
|
16.46 |
|
|
|
7.36 |
|
|
|
8.06 |
|
|
|
10.49 |
|
|
|
5.24 |
|
|
|
5.32 |
|
|
Year Ended Dec.
31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average sales prices
Liquids, per barrel |
|
$ |
62.61 |
|
|
$ |
65.07 |
|
|
$ |
62.35 |
|
|
$ |
63.16 |
|
|
$ |
69.90 |
|
|
$ |
64.20 |
|
|
$ |
61.05 |
|
|
$ |
62.97 |
|
|
$ |
65.40 |
|
|
$ |
64.71 |
|
|
$ |
62.47 |
|
|
$ |
51.98 |
|
Natural gas, per
thousand cubic feet |
|
|
5.77 |
|
|
|
7.01 |
|
|
|
5.65 |
|
|
|
6.12 |
|
|
|
|
|
|
|
3.60 |
|
|
|
7.61 |
|
|
|
4.13 |
|
|
|
4.02 |
|
|
|
4.79 |
|
|
|
0.89 |
|
|
|
0.44 |
|
Average production
costs, per barrel |
|
|
13.23 |
|
|
|
12.32 |
|
|
|
12.62 |
|
|
|
12.72 |
|
|
|
7.26 |
|
|
|
3.96 |
|
|
|
14.28 |
|
|
|
6.96 |
|
|
|
6.54 |
|
|
|
8.58 |
|
|
|
3.98 |
|
|
|
3.56 |
|
|
Year Ended Dec.
31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average sales prices
Liquids, per barrel |
|
$ |
55.20 |
|
|
$ |
60.35 |
|
|
$ |
55.80 |
|
|
$ |
56.66 |
|
|
$ |
61.53 |
|
|
$ |
57.05 |
|
|
$ |
52.23 |
|
|
$ |
57.31 |
|
|
$ |
57.92 |
|
|
$ |
57.53 |
|
|
$ |
56.80 |
|
|
$ |
37.26 |
|
Natural gas, per
thousand cubic feet |
|
|
6.08 |
|
|
|
7.20 |
|
|
|
5.73 |
|
|
|
6.29 |
|
|
|
0.06 |
|
|
|
3.44 |
|
|
|
7.12 |
|
|
|
4.03 |
|
|
|
3.88 |
|
|
|
4.85 |
|
|
|
0.77 |
|
|
|
0.36 |
|
Average production
costs, per barrel |
|
|
10.94 |
|
|
|
9.59 |
|
|
|
9.26 |
|
|
|
9.85 |
|
|
|
5.13 |
|
|
|
3.36 |
|
|
|
11.44 |
|
|
|
5.23 |
|
|
|
5.17 |
|
|
|
6.76 |
|
|
|
3.31 |
|
|
|
2.51 |
|
|
1 |
|
The value of owned production consumed in operations as fuel has been eliminated from revenues and production expenses, and the related volumes have been deducted from net
production in calculating the unit average sales price and production cost. This has no effect on the results of producing operations. |
|
2 |
|
Natural gas converted to oil-equivalent gas (OEG) barrels at a rate of 6 MCF = 1 OEG barrel. |
Table V Reserve Quantity Information
Reserves Governance The company has adopted a
comprehensive reserves and resource classification
system modeled after a system developed and approved by
the Society of Petroleum Engineers, the World Petroleum
Congress and the American Association of Petroleum
Geologists. The system classifies recoverable
hydrocarbons into six categories based on their status
at the time of reporting three deemed commercial and
three noncommercial. Within the commercial
classification are proved reserves and two categories
of unproved: probable and possible. The noncommercial
categories are also referred to as contingent
resources. For reserves estimates to be classified as
proved, they must meet all SEC and company standards.
Proved reserves are the estimated quantities that
geologic and engineering data demonstrate with
reasonable certainty to be recoverable in future years
from known reservoirs under existing economic and
operating conditions. Net proved reserves exclude
royalties and interests owned by others and reflect
contractual arrangements and royalty obligations in
effect at the time of the estimate.
Proved reserves are classified as either developed
or undeveloped. Proved developed reserves are the
quantities expected to be recovered through existing
wells with existing equipment and operating methods.
Due to the inherent uncertainties and the limited
nature of reservoir data, estimates of reserves are
subject to change as additional information becomes
available.
Proved reserves are estimated by company
asset teams composed of earth scientists and
engineers. As part of the internal control process
related to reserves estimation, the company maintains
a Reserves Advisory Committee (RAC) that is
chaired by the corporate reserves manager, who is
a member of a corporate department that reports
directly to the executive vice president responsible
for the companys worldwide exploration and production
activities. All of the RAC members are knowledgeable
in SEC guidelines for proved reserves classification.
The RAC coordinates its activities through two
operating company-level reserves managers. These two
reserves managers are not members of the RAC so as to
preserve the corporate-level independence.
The RAC has the following primary
responsibilities: provide independent reviews of the
business units recommended reserve changes; confirm
that proved reserves are recognized in accordance
with SEC guidelines; determine that reserve volumes
are calculated using consistent and appropriate
standards, procedures and technology; and maintain
the Corporate Reserves Manual, which provides
standardized procedures used corporatewide for
classifying and reporting hydrocarbon reserves.
FS-67
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information
on Oil and Gas Producing Activities |
|
|
|
|
|
|
|
|
|
|
Table V Reserve Quantity Information - Continued |
During the year, the RAC is represented in
meetings with each of the companys upstream business
units to review and discuss reserve changes
recommended by the various asset teams. Major changes
are also reviewed with the companys Strategy and
Planning Committee and the Executive Committee, whose
members include the Chief Executive Officer and the
Chief Financial Officer. The companys annual reserve
activity is also reviewed with the Board of Directors.
If major changes to reserves were to occur between the
annual reviews, those matters would also be discussed
with the Board.
RAC subteams also conduct in-depth reviews during
the year of many of the fields that have the largest
proved reserves quantities. These reviews include an
examination of the proved-reserve records and
documentation of their alignment with the Corporate
Reserves Manual.
Modernization of Oil and Gas Reporting In December
2008, the SEC issued its final rule, Modernization of
Oil and Gas Reporting (Release Nos. 33-8995; 34-59192;
FR-78). The disclosure requirements under the final
rule will become effective for the company in its Form
10-K filing for the year ending December 31, 2009. The
final rule changes a number of oil and gas reserve
estimation and disclosure requirements under SEC
Regulations S-K and S-X.
Among the principal changes
in the final rule are requirements to use a price based
on a 12-month average for reserve estimation and
disclosure instead of a single end-of-year price;
expanding the definition of oil and gas producing
activities to include nontraditional sources such as
bitumen extracted from oil sands; permitting the use of
new reliable technologies to establish reasonable
certainty of proved reserves; allowing optional
disclosure of probable and possible reserves; modifying
the definition of geographic area for disclosure of
reserve estimates and production; amending disclosures
of proved reserve quantities to include separate
disclosures of synthetic oil and gas; expanding proved,
undeveloped reserve disclosures (PUDs), including
discussion of PUDs five years old or more; and
disclosure of the qualifications of the chief technical
person who oversees the companys overall reserves
estimation process.
Reserve Quantities At December 31,
2008, oil-equivalent reserves for the companys
consolidated operations were 7.9 billion barrels.
(Refer to the term Reserves on page E-147 for the
definition of oil-equivalent reserves.) Approximately
25 percent of the total reserves were in the United
States. For the companys interests in equity
affiliates, oil-equivalent reserves were 3.3 billion
barrels, 82 percent of which were associated with the
companys 50 percent ownership in TCO.
Aside from the
Tengiz Field in the TCO affiliate, no single property
accounted for more than 5 percent of the companys
total oil-equivalent proved reserves. About 20 other
individual properties in the companys portfolio of
assets
each contained between 1 percent and 5 percent
of the companys oil-equivalent proved reserves, which
in the aggregate accounted for approximately 40 percent
of the companys total proved reserves. These
properties were geographically dispersed, located in
the United States, South America, West Africa, the
Middle East and the Asia-Pacific region.
In the United
States, total oil-equivalent reserves at year-end 2008
were 2.0 billion barrels. Of this amount, 43 percent,
22 percent and 35 percent were located in California,
the Gulf of Mexico and other U.S. areas, respectively.
In California, liquids reserves represented 94
percent of the total, with most classified as heavy
oil. Because of heavy oils high viscosity and the need
to employ enhanced recovery methods, the producing
operations are capital intensive in nature. Most of the
companys heavy-oil fields in California employ a
continuous steamflooding process.
In the Gulf of Mexico region, liquids represented
approximately 66 percent of total oil-equivalent
reserves. Production operations are mostly offshore
and, as a result, are also capital intensive. Costs
include investments in wells, production platforms and
other facilities, such as
gathering lines and storage facilities.
In other U.S. areas, the reserves were split about
equally between liquids and natural gas. For production
of crude oil, some fields utilize enhanced recovery
methods, including
water-flood and
CO2 injection.
The pattern of net reserve changes shown in the
following tables, for the three years ending December
31, 2008, is not necessarily indicative of future
trends. Apart from acquisitions, the companys ability
to add proved reserves is affected by, among other
things, events and circumstances that are outside the
companys control, such as delays in government
permitting, partner approvals of development plans,
declines in oil and gas prices, OPEC constraints,
geopolitical uncertainties and civil unrest.
The upward revision in Thailand reflected
additional drilling and development activity during
the year. These upward revisions were partially offset
by reductions in reservoir performance in Nigeria and
the United Kingdom, which decreased reserves by 43
million barrels and by 32 million barrels,
respectively. Most of the upward revision for
affiliated companies was related to a 60
million-barrel increase in TCO as a result of improved
reservoir performance.
In 2007, net revisions decreased reserves by 146
million barrels for worldwide consolidated companies
and increased reserves by 103 million barrels for
equity affiliates. For consolidated companies, the
largest downward net revisions were 89 million barrels
in Africa and 66 million barrels in Indonesia. The
companys estimated net proved oil and natural gas
reserves and changes thereto for the years 2006, 2007
and 2008 are shown in the tables on pages FS-69 and
FS-71.
FS-68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table V Reserve Quantity Information - Continued
|
|
|
Net
Proved Reserves of Crude Oil, Condensate and Natural Gas Liquids
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
Millions of barrels |
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
|
Reserves at Jan. 1,
20061 |
|
|
965 |
|
|
|
333 |
|
|
|
533 |
|
|
|
1,831 |
|
|
|
1,814 |
|
|
|
829 |
|
|
|
579 |
|
|
|
573 |
|
|
|
3,795 |
|
|
|
5,626 |
|
|
|
1,939 |
|
|
|
435 |
|
Changes attributable
to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions |
|
|
(14 |
) |
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
(49 |
) |
|
|
72 |
|
|
|
61 |
|
|
|
(45 |
) |
|
|
39 |
|
|
|
39 |
|
|
|
60 |
|
|
|
24 |
|
Improved recovery |
|
|
49 |
|
|
|
|
|
|
|
3 |
|
|
|
52 |
|
|
|
13 |
|
|
|
1 |
|
|
|
6 |
|
|
|
11 |
|
|
|
31 |
|
|
|
83 |
|
|
|
|
|
|
|
|
|
Extensions and
discoveries |
|
|
|
|
|
|
25 |
|
|
|
8 |
|
|
|
33 |
|
|
|
30 |
|
|
|
6 |
|
|
|
2 |
|
|
|
36 |
|
|
|
74 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
Purchases2 |
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
4 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
17 |
|
|
|
21 |
|
|
|
|
|
|
|
119 |
|
Sales3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15 |
) |
|
|
(15 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
Production |
|
|
(76 |
) |
|
|
(42 |
) |
|
|
(51 |
) |
|
|
(169 |
) |
|
|
(125 |
) |
|
|
(123 |
) |
|
|
(72 |
) |
|
|
(78 |
) |
|
|
(398 |
) |
|
|
(567 |
) |
|
|
(49 |
) |
|
|
(16 |
) |
|
Reserves at Dec. 31,
20061 |
|
|
926 |
|
|
|
325 |
|
|
|
500 |
|
|
|
1,751 |
|
|
|
1,698 |
|
|
|
785 |
|
|
|
576 |
|
|
|
484 |
|
|
|
3,543 |
|
|
|
5,294 |
|
|
|
1,950 |
|
|
|
562 |
|
Changes attributable
to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions |
|
|
1 |
|
|
|
(1 |
) |
|
|
(5 |
) |
|
|
(5 |
) |
|
|
(89 |
) |
|
|
7 |
|
|
|
(66 |
) |
|
|
7 |
|
|
|
(141 |
) |
|
|
(146 |
) |
|
|
92 |
|
|
|
11 |
|
Improved recovery |
|
|
6 |
|
|
|
|
|
|
|
3 |
|
|
|
9 |
|
|
|
7 |
|
|
|
3 |
|
|
|
1 |
|
|
|
|
|
|
|
11 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
Extensions and
discoveries |
|
|
1 |
|
|
|
25 |
|
|
|
10 |
|
|
|
36 |
|
|
|
6 |
|
|
|
1 |
|
|
|
|
|
|
|
17 |
|
|
|
24 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
Purchases2 |
|
|
1 |
|
|
|
9 |
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
316 |
|
Sales3 |
|
|
|
|
|
|
(8 |
) |
|
|
(1 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
(432 |
) |
Production |
|
|
(75 |
) |
|
|
(43 |
) |
|
|
(50 |
) |
|
|
(168 |
) |
|
|
(122 |
) |
|
|
(128 |
) |
|
|
(72 |
) |
|
|
(74 |
) |
|
|
(396 |
) |
|
|
(564 |
) |
|
|
(53 |
) |
|
|
(24 |
) |
|
Reserves at Dec. 31,
20071 |
|
|
860 |
|
|
|
307 |
|
|
|
457 |
|
|
|
1,624 |
|
|
|
1,500 |
|
|
|
668 |
|
|
|
439 |
|
|
|
434 |
|
|
|
3,041 |
|
|
|
4,665 |
|
|
|
1,989 |
|
|
|
433 |
|
Changes attributable
to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions |
|
|
10 |
|
|
|
4 |
|
|
|
(30 |
) |
|
|
(16 |
) |
|
|
2 |
|
|
|
384 |
|
|
|
191 |
|
|
|
(25 |
) |
|
|
552 |
|
|
|
536 |
|
|
|
249 |
|
|
|
18 |
|
Improved recovery |
|
|
4 |
|
|
|
|
|
|
|
1 |
|
|
|
5 |
|
|
|
1 |
|
|
|
17 |
|
|
|
1 |
|
|
|
3 |
|
|
|
22 |
|
|
|
27 |
|
|
|
|
|
|
|
10 |
|
Extensions and
discoveries |
|
|
1 |
|
|
|
13 |
|
|
|
3 |
|
|
|
17 |
|
|
|
3 |
|
|
|
3 |
|
|
|
2 |
|
|
|
8 |
|
|
|
16 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
Purchases |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Sales3 |
|
|
|
|
|
|
(6 |
) |
|
|
(1 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
Production |
|
|
(73 |
) |
|
|
(32 |
) |
|
|
(49 |
) |
|
|
(154 |
) |
|
|
(121 |
) |
|
|
(110 |
) |
|
|
(66 |
) |
|
|
(69 |
) |
|
|
(366 |
) |
|
|
(520 |
) |
|
|
(62 |
) |
|
|
(22 |
) |
|
Reserves at Dec. 31,
20081,4 |
|
|
802 |
|
|
|
286 |
|
|
|
382 |
|
|
|
1,470 |
|
|
|
1,385 |
|
|
|
962 |
|
|
|
567 |
|
|
|
351 |
|
|
|
3,265 |
|
|
|
4,735 |
|
|
|
2,176 |
|
|
|
439 |
|
|
Developed
Reserves5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At Jan. 1, 2006 |
|
|
809 |
|
|
|
177 |
|
|
|
474 |
|
|
|
1,460 |
|
|
|
945 |
|
|
|
534 |
|
|
|
439 |
|
|
|
416 |
|
|
|
2,334 |
|
|
|
3,794 |
|
|
|
1,611 |
|
|
|
196 |
|
At Dec. 31, 2006 |
|
|
749 |
|
|
|
163 |
|
|
|
443 |
|
|
|
1,355 |
|
|
|
893 |
|
|
|
530 |
|
|
|
426 |
|
|
|
349 |
|
|
|
2,198 |
|
|
|
3,553 |
|
|
|
1,003 |
|
|
|
311 |
|
At Dec. 31, 2007 |
|
|
701 |
|
|
|
136 |
|
|
|
401 |
|
|
|
1,238 |
|
|
|
758 |
|
|
|
422 |
|
|
|
363 |
|
|
|
305 |
|
|
|
1,848 |
|
|
|
3,086 |
|
|
|
1,273 |
|
|
|
263 |
|
At Dec. 31, 2008 |
|
|
679 |
|
|
|
140 |
|
|
|
339 |
|
|
|
1,158 |
|
|
|
789 |
|
|
|
666 |
|
|
|
474 |
|
|
|
249 |
|
|
|
2,178 |
|
|
|
3,336 |
|
|
|
1,369 |
|
|
|
263 |
|
|
1 |
|
Included are year-end reserve quantities related to production-sharing contracts
(PSC) (refer to page E-146 for the definition of a PSC). PSC-related reserve quantities are 32
percent, 26 percent and 30 percent for consolidated companies for 2008, 2007 and 2006,
respectively. |
|
2 |
|
Includes reserves acquired
through nonmonetary transactions. |
|
3 |
|
Includes reserves disposed
of through nonmonetary transactions. |
|
4 |
|
Net reserve changes (excluding production) in 2008 consist of 770 million barrels of
developed reserves and (180) million barrels of undeveloped reserves for consolidated companies and
180 million barrels of developed reserves and 97 million barrels of undeveloped reserves for
affiliated companies. |
|
5 |
|
During 2008, the percentages of undeveloped reserves at December 31, 2007,
transferred to developed reserves were 18 percent and 2 percent for consolidated companies and
affiliated companies, respectively. |
Information on Canadian Oil Sands Net Proved Reserves Not Included Above:
In addition to conventional liquids and natural gas proved reserves, Chevron has a 20 percent
nonoperated working interest in the Athabasca oil-sands project in Canada. As of year-end 2008, SEC
regulations defined oil-sands reserves as mining-related and not a part of conventional oil and gas
reserves. Net proved oil-sands reserves were 436 million and 443 million as of December 31, 2007
and 2006, respectively. The oil-sands quantities were not classified as proved reserves at the end
of 2008 because under the provisions of SEC Industry Guide 7, Description of Property by Issuers
Engaged or to Be Engaged in Significant Mining Operations, a mineral deposit must be economically
producible at the time of the reserve determination in order to be classified as proved. Due to the
decline in crude-oil prices at the end of 2008, the operating costs of the Athabasca project
exceeded the revenues from crude-oil sales at that time. The inability to classify the oil-sands
volumes as proved at the end of 2008 did not affect the daily operations of the Athabasca project
nor the activities under way to expand those operations. During 2008, bitumen production for the
project averaged 126,000 barrels per day (27,000 net). The expansion project is designed to
increase production capacity to 255,000 barrels per day in late 2010. The oil-sands proved reserves for
2007 and 2006 are not included in the standardized measure of discounted future net cash flows for
conventional oil and gas reserves on page FS-73.
Noteworthy amounts in the categories of liquids
proved-reserve changes for 2006 through 2008 are
discussed below:
Revisions In 2006, net revisions
increased reserves by 39 million and 84 million barrels
for worldwide consolidated companies and equity
affiliates, respectively. International consolidated
companies accounted for the net increase of 39 million
barrels. The largest upward net revisions were 61
mil-
lion barrels in Indonesia and 27 million barrels in
Thailand. In Indonesia, the increase was the result of infill
drilling and improved steamflood and waterflood
performance.
In Africa, the decrease was mainly based
on field performance data for fields in Nigeria and
the effect of higher year-end prices in Angola and
Republic of the Congo. In Indonesia, the decline also
reflected the impact of higher
FS-69
|
|
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|
|
|
|
|
|
|
|
Supplemental Information
on Oil and Gas Producing Activities |
|
|
|
|
|
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|
|
|
|
Table V Reserve Quantity Information - Continued |
year-end prices.
Higher prices also resulted in downward revisions in
Karachaganak and Azerbaijan. For equity affiliates, most of the upward revision was related to a 92
million-barrel increase for TCOs Tengiz Field and an
11 million-barrel increase for Petroboscan in
Venezuela, both as a result of improved reservoir
performance. At TCO, the upward revision was tempered
by the negative impact of higher year-end prices.
In 2008, net revisions increased reserves by 536
million barrels for worldwide consolidated companies
and increased reserves by 267 million barrels for
equity affiliates. For consolidated companies,
international areas added 552 million barrels. The
largest increase was in the Asia-Pacific region, which
added 384 million barrels. The majority of the increase
was in the Partitioned Neutral Zone as a result of a
concession extension. Upward revisions were also
recorded in Kazakhstan and Azerbaijan and were mainly
associated with the effect of lower year-end prices on
the calculation of reserves associated with
production-sharing and variable-royalty contracts. In
Indonesia, reserves increased 191 million barrels due
mainly to the impact of lower year-end prices on the
reserve calculations for production-sharing contracts,
as well as a result of development drilling and
improved waterflood and steamflood performance. For
affiliate companies, the 249 million-barrel increase
for TCO was due to the effect of lower year-end prices
on the royalty determination and facility optimization
at the Tengiz and Korolev fields.
Improved Recovery In
2006, improved recovery increased liquids volumes
worldwide by 83 million barrels for consolidated
companies. Reserves in the United
States increased 52 million barrels, with
California representing 49 million barrels of the total
increase due to steamflood expansion and revised
modeling activities. Internationally, improved recovery
increased reserves by 31 million barrels, with no
single country accounting for an increase of more than
10 million barrels.
In 2007, improved recovery
increased liquids volumes by 20 million barrels
worldwide. No addition was individually significant.
In
2008, improved recovery increased worldwide liquids
volumes by 37 million barrels. International
consolidated companies accounted for 22 million barrels
and the United States accounted for 5 million barrels.
The largest addition
was related to gas reinjection in
Kazakhstan. Affiliated companies increased reserves 10
million barrels due to improved secondary recovery at
Boscan.
Extensions and Discoveries In 2006, extensions and
discoveries increased liquids volumes worldwide by 107
million barrels for consolidated companies. Reserves in
Nigeria increased by 27 million barrels due in part to
the initial booking of reserves for the Aparo Field.
Additional drilling activities contributed 19 million
barrels in the United Kingdom and 14 million barrels in
Argentina. In the United States, the Gulf of Mexico
added 25 million barrels, mainly the result of the
initial booking of the Great White Field in the
deepwater Perdido Fold Belt area.
In 2007, extensions and discoveries increased
liquids volumes by 60 million barrels worldwide. The
largest additions were 25 million barrels in the U.S.
Gulf of Mexico, mainly for the deepwater Tahiti and Mad
Dog fields.
In 2008, extensions and discoveries
increased consolidated company reserves 33 million
barrels worldwide. The United States increased reserves
17 million barrels, primarily in the Gulf of Mexico.
International companies increased reserves 16 million
barrels with no one country resulting in additions
greater than 5 million barrels.
Purchases In 2006, acquisitions increased liquids
volumes worldwide by 21 million barrels for
consolidated companies and 119 million
barrels for equity affiliates. For consolidated
companies, the amount was mainly the result of new
agreements in Nigeria, which added 13 million barrels
of reserves. The other-equity-affiliates quantity
reflects the result of the conversion of Boscan and
LL-652 operations to joint stock companies in
Venezuela.
In 2007, acquisitions of 316 million barrels for
equity affiliates related to the formation of a new
Hamaca equity affiliate in Venezuela.
Sales In 2006, sales decreased reserves by 15
million barrels due to the conversion of the LL-652
risked service agreement to a joint stock company
in Venezuela.
In 2007, affiliated company sales of 432 million
barrels related to the dissolution of a Hamaca equity
affiliate in Venezuela.
FS-70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
V Reserve Quantity Information - Continued
|
|
|
Net Proved Reserves of Natural Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
Billions of cubic feet |
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
|
Reserves at Jan. 1, 20061 |
|
|
304 |
|
|
|
1,171 |
|
|
|
2,953 |
|
|
|
4,428 |
|
|
|
3,191 |
|
|
|
8,623 |
|
|
|
646 |
|
|
|
3,578 |
|
|
|
16,038 |
|
|
|
20,466 |
|
|
|
2,787 |
|
|
|
181 |
|
Changes attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions |
|
|
32 |
|
|
|
40 |
|
|
|
(102 |
) |
|
|
(30 |
) |
|
|
34 |
|
|
|
400 |
|
|
|
38 |
|
|
|
39 |
|
|
|
511 |
|
|
|
481 |
|
|
|
26 |
|
|
|
|
|
Improved recovery |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
8 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
Extensions and
discoveries |
|
|
|
|
|
|
111 |
|
|
|
157 |
|
|
|
268 |
|
|
|
11 |
|
|
|
510 |
|
|
|
|
|
|
|
10 |
|
|
|
531 |
|
|
|
799 |
|
|
|
|
|
|
|
|
|
Purchases2 |
|
|
6 |
|
|
|
13 |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
35 |
|
|
|
|
|
|
|
54 |
|
Sales3 |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(148 |
) |
|
|
(148 |
) |
|
|
(149 |
) |
|
|
|
|
|
|
|
|
Production |
|
|
(37 |
) |
|
|
(241 |
) |
|
|
(383 |
) |
|
|
(661 |
) |
|
|
(33 |
) |
|
|
(629 |
) |
|
|
(110 |
) |
|
|
(302 |
) |
|
|
(1,074 |
) |
|
|
(1,735 |
) |
|
|
(70 |
) |
|
|
(4 |
) |
|
|
Reserves at Dec. 31, 20061 |
|
|
310 |
|
|
|
1,094 |
|
|
|
2,624 |
|
|
|
4,028 |
|
|
|
3,206 |
|
|
|
8,920 |
|
|
|
574 |
|
|
|
3,182 |
|
|
|
15,882 |
|
|
|
19,910 |
|
|
|
2,743 |
|
|
|
231 |
|
Changes attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions |
|
|
40 |
|
|
|
39 |
|
|
|
130 |
|
|
|
209 |
|
|
|
(141 |
) |
|
|
149 |
|
|
|
12 |
|
|
|
166 |
|
|
|
186 |
|
|
|
395 |
|
|
|
75 |
|
|
|
(2 |
) |
Improved recovery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Extensions and
discoveries |
|
|
|
|
|
|
40 |
|
|
|
46 |
|
|
|
86 |
|
|
|
11 |
|
|
|
392 |
|
|
|
|
|
|
|
29 |
|
|
|
432 |
|
|
|
518 |
|
|
|
|
|
|
|
|
|
Purchases2 |
|
|
2 |
|
|
|
19 |
|
|
|
29 |
|
|
|
50 |
|
|
|
|
|
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
91 |
|
|
|
141 |
|
|
|
|
|
|
|
211 |
|
Sales3 |
|
|
|
|
|
|
(39 |
) |
|
|
(37 |
) |
|
|
(76 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(76 |
) |
|
|
|
|
|
|
(175 |
) |
Production |
|
|
(35 |
) |
|
|
(210 |
) |
|
|
(375 |
) |
|
|
(620 |
) |
|
|
(27 |
) |
|
|
(725 |
) |
|
|
(101 |
) |
|
|
(279 |
) |
|
|
(1,132 |
) |
|
|
(1,752 |
) |
|
|
(70 |
) |
|
|
(10 |
) |
|
|
Reserves at Dec. 31, 20071 |
|
|
317 |
|
|
|
943 |
|
|
|
2,417 |
|
|
|
3,677 |
|
|
|
3,049 |
|
|
|
8,827 |
|
|
|
485 |
|
|
|
3,099 |
|
|
|
15,460 |
|
|
|
19,137 |
|
|
|
2,748 |
|
|
|
255 |
|
Changes attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions |
|
|
8 |
|
|
|
21 |
|
|
|
(57 |
) |
|
|
(28 |
) |
|
|
60 |
|
|
|
961 |
|
|
|
107 |
|
|
|
66 |
|
|
|
1,194 |
|
|
|
1,166 |
|
|
|
498 |
|
|
|
632 |
|
Improved recovery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extensions and
discoveries |
|
|
|
|
|
|
95 |
|
|
|
13 |
|
|
|
108 |
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
1 |
|
|
|
24 |
|
|
|
132 |
|
|
|
|
|
|
|
|
|
Purchases |
|
|
|
|
|
|
|
|
|
|
66 |
|
|
|
66 |
|
|
|
|
|
|
|
441 |
|
|
|
|
|
|
|
|
|
|
|
441 |
|
|
|
507 |
|
|
|
|
|
|
|
|
|
Sales3 |
|
|
|
|
|
|
(27 |
) |
|
|
(97 |
) |
|
|
(124 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(124 |
) |
|
|
|
|
|
|
|
|
Production |
|
|
(32 |
) |
|
|
(161 |
) |
|
|
(356 |
) |
|
|
(549 |
) |
|
|
(53 |
) |
|
|
(769 |
) |
|
|
(117 |
) |
|
|
(308 |
) |
|
|
(1,247 |
) |
|
|
(1,796 |
) |
|
|
(71 |
) |
|
|
(9 |
) |
|
|
Reserves at Dec. 31, 20081,4 |
|
|
293 |
|
|
|
871 |
|
|
|
1,986 |
|
|
|
3,150 |
|
|
|
3,056 |
|
|
|
9,483 |
|
|
|
475 |
|
|
|
2,858 |
|
|
|
15,872 |
|
|
|
19,022 |
|
|
|
3,175 |
|
|
|
878 |
|
|
|
Developed Reserves5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At Jan. 1, 2006 |
|
|
251 |
|
|
|
977 |
|
|
|
2,794 |
|
|
|
4,022 |
|
|
|
1,346 |
|
|
|
4,819 |
|
|
|
449 |
|
|
|
2,453 |
|
|
|
9,067 |
|
|
|
13,089 |
|
|
|
2,314 |
|
|
|
85 |
|
At Dec. 31, 2006 |
|
|
250 |
|
|
|
873 |
|
|
|
2,434 |
|
|
|
3,557 |
|
|
|
1,306 |
|
|
|
4,751 |
|
|
|
377 |
|
|
|
1,912 |
|
|
|
8,346 |
|
|
|
11,903 |
|
|
|
1,412 |
|
|
|
144 |
|
At Dec. 31, 2007 |
|
|
261 |
|
|
|
727 |
|
|
|
2,238 |
|
|
|
3,226 |
|
|
|
1,151 |
|
|
|
5,081 |
|
|
|
326 |
|
|
|
1,915 |
|
|
|
8,473 |
|
|
|
11,699 |
|
|
|
1,762 |
|
|
|
117 |
|
At Dec. 31, 2008 |
|
|
247 |
|
|
|
669 |
|
|
|
1,793 |
|
|
|
2,709 |
|
|
|
1,209 |
|
|
|
5,374 |
|
|
|
302 |
|
|
|
2,245 |
|
|
|
9,130 |
|
|
|
11,839 |
|
|
|
1,999 |
|
|
|
124 |
|
|
|
1 |
Includes year-end reserve quantities related to production-sharing contracts (PSC)
(refer to page E-146 for the definition of a PSC). PSC-related reserve quantities are 40 percent, 37
percent and 47 percent for consolidated companies for 2008, 2007 and 2006, respectively. |
|
2 |
Includes reserves acquired through nonmonetary transactions. |
|
3 |
Includes reserves disposed of through nonmonetary transactions. |
|
4 |
Net reserve changes (excluding production) in 2008 consist of 1,936 billion cubic
feet of developed reserves and (255) billion cubic feet of undeveloped reserves for consolidated
companies and 324 billion cubic feet of developed reserves and 806 billion cubic feet of
undeveloped reserves for affiliated companies. |
5 |
During 2008, the percentages of
undeveloped reserves at December 31, 2007, transferred to developed reserves were 12 percent and 0
percent for consolidated companies and affiliated companies, respectively.
|
Noteworthy amounts in the categories of natural
gas proved-reserve changes for 2006 through 2008 are
discussed below:
Revisions
In 2006, revisions accounted
for a net increase of 481 billion cubic feet (BCF) for
consolidated companies and 26 BCF for affiliates. For
consolidated companies, net increases of 511 BCF
internationally were partially offset by a 30 BCF
downward revision in the United States. Drilling and
development activities added 337 BCF of reserves in
Thailand, while Kazakhstan added 200 BCF, largely due
to development activity. Trinidad and Tobago increased
185 BCF, attributable to improved reservoir performance
and a
new contract for sales of natural gas. These
additions were partially offset by downward revisions
of 224 BCF in the United Kingdom and 130 BCF in Australia due to
drilling results and reservoir performance. U.S.
Other had a downward revision of 102 BCF due to
reservoir performance, which was partially offset by
upward revisions of 72 BCF in the Gulf of Mexico and
California related to reservoir performance and
development drilling. TCO had an upward revision of 26
BCF associated with additional development activity and
updated reservoir performance.
In 2007, revisions increased reserves for
consolidated companies by a net 395 BCF and increased
reserves for affili-
FS-71
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information
on Oil and Gas Producing Activities |
|
|
|
|
|
|
|
|
|
|
Table V Reserve Quantity Information - Continued |
|
ated companies by a net 73 BCF. For consolidated
companies, net increases were 209 BCF in the United
States and 186 BCF internationally. Improved reservoir
performance for many fields in the United States
contributed 130 BCF in the Other region, 40 BCF in
California and 39 BCF in the Gulf of Mexico. Drilling
activities added 360 BCF in Thailand and improved
reservoir performance added 188 BCF in Trinidad and
Tobago. These additions were partially offset by
downward revisions of 185 BCF in Australia due to
drilling results and 136 BCF in Nigeria due to field
performance. Negative revisions due to the impact of
higher prices were recorded in Azerbaijan and
Kazakhstan. TCO had an upward revision of 75 BCF
associated with improved reservoir performance and
development activities. This upward revision was net of
a negative impact due to higher year-end prices.
In 2008, revisions increased reserves for consolidated
companies by a net 1,166 BCF and increased reserves for
affiliated companies by 1,130 BCF. In the Asia-Pacific
region, positive revisions totaled 961 BCF for
consolidated companies. Almost half of the increase was
attributed to the Karachaganak Field in Kazakhstan, due
mainly to the effects of low year-end prices on the
production-sharing contract and the results of
development drilling and improved recovery. Other large
upward revisions were recorded for the Pattani Field in
Thailand due to a successful drilling campaign. For the
TCO affiliate in Kazakhstan, an increase of 498 BCF
reflected the impacts of lower year-end prices on the
royalty determination and facility optimization.
Reserves associated with the Angola LNG project
accounted for a majority of the 632 BCF increase in
Other affiliated companies.
Extensions and Discoveries In 2006, extensions and
discoveries accounted for an increase of 799 BCF for
consolidated companies, reflecting a 531 BCF increase
outside the United States and a U.S. increase of 268
BCF. Bangladesh added 451 BCF, the result of
development activity and field extensions, and Thailand
added 59 BCF, the result of drilling activities. U.S.
Other contributed 157 BCF, approximately half of
which was related to South Texas and the Piceance Basin, and the Gulf of
Mexico added 111 BCF, partly due to the initial booking
of reserves at the Great White Field in the deepwater
Perdido Fold Belt area.
In 2007, extensions and discoveries accounted for
an increase of 518 BCF worldwide. The largest addition
was 330 BCF in Bangladesh, the result of drilling
activities. Other additions were not individually
significant.
Purchases In 2006, purchases of natural
gas reserves were 35 BCF for consolidated companies,
about evenly divided between the companys U.S. and
international operations. Affiliated companies added
54 BCF of reserves, the result of conversion of an
operating service agreement to a joint stock company
in Venezuela.
In 2007, purchases of natural gas reserves were
141 BCF for consolidated companies, which include the
acquisition of an additional interest in the Bibiyana
Field in Bangladesh. Affiliated company purchases of
211 BCF related to the formation of a new Hamaca
equity affiliate in Venezuela and an initial booking
related to the Angola LNG project.
Sales In 2006, sales for consolidated companies totaled 149 BCF,
mostly associated with the conversion of a risked
service agreement to a joint stock company in
Venezuela.
In 2007, sales were 76 BCF and 175 BCF for
consolidated companies and equity affiliates,
respectively. The affiliated company sales related to
the dissolution of a Hamaca equity affiliate in
Venezuela.
Table
VI Standardized Measure of Discounted
Future
Net
Cash Flows Related to Proved
Oil
and
Gas Reserves
The standardized measure of discounted future net
cash flows, related to the preceding proved oil and
gas reserves, is calculated in accordance with the
requirements of FAS 69. Estimated future cash inflows
from production are computed by applying year-end
prices for oil and gas to year-end quantities of
estimated net proved reserves. Future price changes are
limited to those provided by contractual arrangements
in existence at the end of each reporting year. Future
development and production costs are those estimated
future expenditures necessary to develop and produce
year-end estimated proved reserves based on year-end
cost indices, assuming continuation of year-end
economic conditions, and include estimated costs for
asset retirement obligations. Estimated future income
taxes are calculated by applying appropriate year-end
statutory tax rates. These rates reflect allowable
deductions and tax credits and are applied to estimated
future pretax net cash flows, less the tax basis of
related assets. Discounted future net cash flows are
calculated using 10 percent midperiod discount factors.
Discounting requires a year-by-year estimate of when
future expenditures will be incurred and when reserves
will be produced.
The information provided does not represent
managements estimate of the companys expected future
cash flows or value of proved oil and gas reserves.
Estimates of proved-reserve quantities are imprecise
and change over time as new information becomes
available. Moreover, probable and possible reserves,
which may become proved in the future, are excluded
from the calculations. The arbitrary valuation prescribed
under FAS 69 requires assumptions as to the timing and
amount of future development and production costs. The
calculations are made as of December 31 each year and
should not be relied upon as an indication of the
companys future cash flows or value of its oil and
gas reserves. In the following table, Standardized
Measure Net Cash Flows refers to the standardized
measure of discounted future net cash flows.
FS-72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table VI Standardized Measure of Discounted Future Net Cash
Flows Related to Proved Oil and Gas Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
|
|
|
|
United States |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asia- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Affiliated Companies |
|
Millions of dollars |
|
Calif. |
|
|
Mexico |
|
|
Other |
|
|
U.S. |
|
|
Africa |
|
|
Pacific |
|
|
Indonesia |
|
|
Other |
|
|
Intl. |
|
|
Total |
|
|
TCO |
|
|
Other |
|
|
|
|
|
|
|
|
|
At December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future cash inflows
from production |
|
$ |
27,223 |
|
|
$ |
16,407 |
|
|
$ |
22,544 |
|
|
$ |
66,174 |
|
|
$ |
52,344 |
|
|
$ |
67,386 |
|
|
$ |
22,836 |
|
|
$ |
23,041 |
|
|
$ |
165,607 |
|
|
$ |
231,781 |
|
|
$ |
51,252 |
|
|
$ |
13,968 |
|
Future production costs |
|
|
(20,554 |
) |
|
|
(8,311 |
) |
|
|
(16,873 |
) |
|
|
(45,738 |
) |
|
|
(20,302 |
) |
|
|
(21,949 |
) |
|
|
(17,857 |
) |
|
|
(9,374 |
) |
|
|
(69,482 |
) |
|
|
(115,220 |
) |
|
|
(14,502 |
) |
|
|
(2,319 |
) |
Future devel. costs |
|
|
(3,087 |
) |
|
|
(1,650 |
) |
|
|
(1,362 |
) |
|
|
(6,099 |
) |
|
|
(19,001 |
) |
|
|
(12,575 |
) |
|
|
(3,632 |
) |
|
|
(2,499 |
) |
|
|
(37,707 |
) |
|
|
(43,806 |
) |
|
|
(10,140 |
) |
|
|
(1,551 |
) |
Future income taxes |
|
|
(1,272 |
) |
|
|
(2,289 |
) |
|
|
(1,530 |
) |
|
|
(5,091 |
) |
|
|
(9,581 |
) |
|
|
(11,906 |
) |
|
|
(613 |
) |
|
|
(5,352 |
) |
|
|
(27,452 |
) |
|
|
(32,543 |
) |
|
|
(7,517 |
) |
|
|
(5,223 |
) |
|
|
Undiscounted future
net cash flows |
|
|
2,310 |
|
|
|
4,157 |
|
|
|
2,779 |
|
|
|
9,246 |
|
|
|
3,460 |
|
|
|
20,956 |
|
|
|
734 |
|
|
|
5,816 |
|
|
|
30,966 |
|
|
|
40,212 |
|
|
|
19,093 |
|
|
|
4,875 |
|
10 percent midyear annual
discount for timing of
estimated cash flows |
|
|
(1,118 |
) |
|
|
(583 |
) |
|
|
(617 |
) |
|
|
(2,318 |
) |
|
|
(1,139 |
) |
|
|
(9,145 |
) |
|
|
(352 |
) |
|
|
(1,597 |
) |
|
|
(12,233 |
) |
|
|
(14,551 |
) |
|
|
(11,261 |
) |
|
|
(2,966 |
) |
|
|
Standardized Measure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Flows |
|
$ |
1,192 |
|
|
$ |
3,574 |
|
|
$ |
2,162 |
|
|
$ |
6,928 |
|
|
$ |
2,321 |
|
|
$ |
11,811 |
|
|
$ |
382 |
|
|
$ |
4,219 |
|
|
$ |
18,733 |
|
|
$ |
25,661 |
|
|
$ |
7,832 |
|
|
$ |
1,909 |
|
|
|
At December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future cash inflows
from production |
|
$ |
75,201 |
|
|
$ |
34,162 |
|
|
$ |
52,775 |
|
|
$ |
162,138 |
|
|
$ |
132,450 |
|
|
$ |
93,046 |
|
|
$ |
35,020 |
|
|
$ |
45,566 |
|
|
$ |
306,082 |
|
|
$ |
468,220 |
|
|
$ |
159,078 |
|
|
$ |
29,845 |
|
Future production costs |
|
|
(17,888 |
) |
|
|
(7,193 |
) |
|
|
(16,780 |
) |
|
|
(41,861 |
) |
|
|
(15,707 |
) |
|
|
(16,022 |
) |
|
|
(18,270 |
) |
|
|
(11,990 |
) |
|
|
(61,989 |
) |
|
|
(103,850 |
) |
|
|
(10,408 |
) |
|
|
(1,529 |
) |
Future devel. costs |
|
|
(3,491 |
) |
|
|
(3,011 |
) |
|
|
(1,578 |
) |
|
|
(8,080 |
) |
|
|
(11,516 |
) |
|
|
(8,263 |
) |
|
|
(4,012 |
) |
|
|
(3,468 |
) |
|
|
(27,259 |
) |
|
|
(35,339 |
) |
|
|
(8,580 |
) |
|
|
(1,175 |
) |
Future income taxes |
|
|
(19,112 |
) |
|
|
(8,507 |
) |
|
|
(12,221 |
) |
|
|
(39,840 |
) |
|
|
(74,172 |
) |
|
|
(26,838 |
) |
|
|
(5,796 |
) |
|
|
(15,524 |
) |
|
|
(122,330 |
) |
|
|
(162,170 |
) |
|
|
(39,575 |
) |
|
|
(13,600 |
) |
|
|
Undiscounted future
net cash flows |
|
|
34,710 |
|
|
|
15,451 |
|
|
|
22,196 |
|
|
|
72,357 |
|
|
|
31,055 |
|
|
|
41,923 |
|
|
|
6,942 |
|
|
|
14,584 |
|
|
|
94,504 |
|
|
|
166,861 |
|
|
|
100,515 |
|
|
|
13,541 |
|
10 percent midyear annual
discount for timing of
estimated cash flows |
|
|
(17,204 |
) |
|
|
(4,438 |
) |
|
|
(9,491 |
) |
|
|
(31,133 |
) |
|
|
(14,171 |
) |
|
|
(17,117 |
) |
|
|
(2,702 |
) |
|
|
(4,689 |
) |
|
|
(38,679 |
) |
|
|
(69,812 |
) |
|
|
(64,519 |
) |
|
|
(7,779 |
) |
|
|
Standardized Measure
Net Cash Flows |
|
$ |
17,506 |
|
|
$ |
11,013 |
|
|
$ |
12,705 |
|
|
$ |
41,224 |
|
|
$ |
16,884 |
|
|
$ |
24,806 |
|
|
$ |
4,240 |
|
|
$ |
9,895 |
|
|
$ |
55,825 |
|
|
$ |
97,049 |
|
|
$ |
35,996 |
|
|
$ |
5,762 |
|
|
|
At December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future cash inflows
from production |
|
$ |
48,828 |
|
|
$ |
23,768 |
|
|
$ |
38,727 |
|
|
$ |
111,323 |
|
|
$ |
97,571 |
|
|
$ |
70,288 |
|
|
$ |
30,538 |
|
|
$ |
36,272 |
|
|
$ |
234,669 |
|
|
$ |
345,992 |
|
|
$ |
104,069 |
|
|
$ |
20,644 |
|
Future production costs |
|
|
(14,791 |
) |
|
|
(6,750 |
) |
|
|
(12,845 |
) |
|
|
(34,386 |
) |
|
|
(12,523 |
) |
|
|
(13,398 |
) |
|
|
(16,281 |
) |
|
|
(10,777 |
) |
|
|
(52,979 |
) |
|
|
(87,365 |
) |
|
|
(7,796 |
) |
|
|
(2,348 |
) |
Future devel. costs |
|
|
(3,999 |
) |
|
|
(2,947 |
) |
|
|
(1,399 |
) |
|
|
(8,345 |
) |
|
|
(9,648 |
) |
|
|
(6,963 |
) |
|
|
(2,284 |
) |
|
|
(3,082 |
) |
|
|
(21,977 |
) |
|
|
(30,322 |
) |
|
|
(7,026 |
) |
|
|
(1,732 |
) |
Future income taxes |
|
|
(10,171 |
) |
|
|
(4,764 |
) |
|
|
(8,290 |
) |
|
|
(23,225 |
) |
|
|
(53,214 |
) |
|
|
(20,633 |
) |
|
|
(5,448 |
) |
|
|
(11,164 |
) |
|
|
(90,459 |
) |
|
|
(113,684 |
) |
|
|
(25,212 |
) |
|
|
(8,282 |
) |
|
|
Undiscounted future
net cash flows |
|
|
19,867 |
|
|
|
9,307 |
|
|
|
16,193 |
|
|
|
45,367 |
|
|
|
22,186 |
|
|
|
29,294 |
|
|
|
6,525 |
|
|
|
11,249 |
|
|
|
69,254 |
|
|
|
114,621 |
|
|
|
64,035 |
|
|
|
8,282 |
|
10 percent midyear annual
discount for timing of
estimated cash flows |
|
|
(9,779 |
) |
|
|
(3,256 |
) |
|
|
(7,210 |
) |
|
|
(20,245 |
) |
|
|
(10,065 |
) |
|
|
(12,457 |
) |
|
|
(2,426 |
) |
|
|
(3,608 |
) |
|
|
(28,556 |
) |
|
|
(48,801 |
) |
|
|
(40,597 |
) |
|
|
(5,185 |
) |
|
|
Standardized Measure
Net Cash Flows |
|
$ |
10,088 |
|
|
$ |
6,051 |
|
|
$ |
8,983 |
|
|
$ |
25,122 |
|
|
$ |
12,121 |
|
|
$ |
16,837 |
|
|
$ |
4,099 |
|
|
$ |
7,641 |
|
|
$ |
40,698 |
|
|
$ |
65,820 |
|
|
$ |
23,438 |
|
|
$ |
3,097 |
|
|
|
FS-73
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information
on Oil and Gas Producing Activities |
|
|
|
|
|
|
|
|
|
|
Table VII Changes in the Standardized Measure of Discounted
Future Net Cash Flows From Proved Reserves |
|
The changes in present values between years,
which can be significant, reflect changes in estimated
proved-reserve quantities and prices and assumptions
used in forecasting
production volumes and costs. Changes in the timing of production are included with
Revisions of previous quantity estimates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Companies |
|
|
Affiliated Companies |
|
Millions of dollars |
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
2008 |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
Present Value at January 1 |
|
$ |
97,049 |
|
|
|
$ |
65,820 |
|
|
$ |
84,287 |
|
|
$ |
41,758 |
|
|
|
$ |
26,535 |
|
|
$ |
26,769 |
|
|
|
|
|
|
|
|
|
Sales and transfers of oil and gas produced net of
production costs |
|
|
(43,906 |
) |
|
|
|
(34,957 |
) |
|
|
(32,690 |
) |
|
|
(5,750 |
) |
|
|
|
(4,084 |
) |
|
|
(3,180 |
) |
Development costs incurred |
|
|
13,682 |
|
|
|
|
10,468 |
|
|
|
8,875 |
|
|
|
763 |
|
|
|
|
889 |
|
|
|
721 |
|
Purchases of reserves |
|
|
233 |
|
|
|
|
780 |
|
|
|
580 |
|
|
|
|
|
|
|
|
7,711 |
|
|
|
1,767 |
|
Sales of reserves |
|
|
(542 |
) |
|
|
|
(425 |
) |
|
|
(306 |
) |
|
|
|
|
|
|
|
(7,767 |
) |
|
|
|
|
Extensions,
discoveries and improved recovery less related costs |
|
|
646 |
|
|
|
|
3,664 |
|
|
|
4,067 |
|
|
|
83 |
|
|
|
|
|
|
|
|
|
|
Revisions of previous quantity estimates |
|
|
37,853 |
|
|
|
|
(7,801 |
) |
|
|
7,277 |
|
|
|
3,718 |
|
|
|
|
(1,333 |
) |
|
|
(967 |
) |
Net changes in prices, development and production costs |
|
|
(169,046 |
) |
|
|
|
74,900 |
|
|
|
(24,725 |
) |
|
|
(51,696 |
) |
|
|
|
23,616 |
|
|
|
(837 |
) |
Accretion of discount |
|
|
17,458 |
|
|
|
|
12,196 |
|
|
|
14,218 |
|
|
|
5,976 |
|
|
|
|
3,745 |
|
|
|
3,673 |
|
Net change in income tax |
|
|
72,234 |
|
|
|
|
(27,596 |
) |
|
|
4,237 |
|
|
|
14,889 |
|
|
|
|
(7,554 |
) |
|
|
(1,411 |
) |
|
|
|
|
|
|
|
|
Net change for the year |
|
|
(71,388 |
) |
|
|
|
31,229 |
|
|
|
(18,467 |
) |
|
|
(32,017 |
) |
|
|
|
15,223 |
|
|
|
(234 |
) |
|
|
|
|
|
|
|
|
Present Value at December 31 |
|
$ |
25,661 |
|
|
|
$ |
97,049 |
|
|
$ |
65,820 |
|
|
$ |
9,741 |
|
|
|
$ |
41,758 |
|
|
$ |
26,535 |
|
|
|
|
|
|
|
|
|
FS-74
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of Chevron Corporation,
dated May 30, 2008, filed as Exhibit 3.1 to Chevron
Corporations Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 2008, and
incorporated herein by reference.
|
|
3
|
.2
|
|
By-Laws of Chevron Corporation, as amended January 30,
2008, filed as Exhibit 3.1 to Chevron Corporations
Current Report on
Form 8-K
dated February 1, 2008, and incorporated herein by
reference.
|
|
4
|
.1
|
|
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 corporation and its subsidiaries on a consolidated basis.
A copy of such instrument will be furnished to the Commission
upon request.
|
|
4
|
.2*
|
|
Confidential Stockholder Voting Policy of Chevron Corporation
(page E-3).
|
|
10
|
.1*
|
|
Chevron Corporation Non-Employee Directors Equity
Compensation and Deferral Plan (pages E-4 to E-16).
|
|
10
|
.2*
|
|
Chevron Incentive Plan (pages E-17 to E-30).
|
|
10
|
.3*
|
|
Long-Term Incentive Plan of Chevron Corporation (pages E-31 to
E-57).
|
|
10
|
.4
|
|
Chevron Corporation Deferred Compensation Plan for Management
Employees, as amended and restated on December 7, 2005,
filed as Exhibit 10.5 to Chevron Corporations Current
Report on
Form 8-K
dated December 7, 2005, and incorporated herein by
reference.
|
|
10
|
.5*
|
|
Chevron Corporation Deferred Compensation Plan for Management
Employees II (pages E-58 to E-71).
|
|
10
|
.6*
|
|
Chevron Corporation Retirement Restoration Plan (pages E-72 to
E-98).
|
|
10
|
.7*
|
|
Chevron Corporation ESIP Restoration Plan (pages E-99 to E-120).
|
|
10
|
.8
|
|
Texaco Inc. Stock Incentive Plan, adopted May 9, 1989, as
amended May 13, 1993, and May 13, 1997, filed as
Exhibit 10.13 to Chevron Corporations Annual Report
on
Form 10-K
for the year ended December 31, 2001, and incorporated
herein by reference.
|
|
10
|
.9
|
|
Supplemental Pension Plan of Texaco Inc., dated June 26,
1975, filed as Exhibit 10.14 to Chevron Corporations
Annual Report on
Form 10-K
for the year ended December 31, 2001, and incorporated
herein by reference.
|
|
10
|
.10
|
|
Supplemental Bonus Retirement Plan of Texaco Inc., dated
May 1, 1981, filed as Exhibit 10.15 to Chevron
Corporations Annual Report on
Form 10-K
for the year ended December 31, 2001, and incorporated
herein by reference.
|
|
10
|
.11
|
|
Texaco Inc. Director and Employee Deferral Plan approved
March 28, 1997, filed as Exhibit 10.16 to Chevron
Corporations Annual Report on
Form 10-K
for the year ended December 31, 2001, and incorporated
herein by reference.
|
|
10
|
.12
|
|
Chevron Corporation 1998 Stock Option Program for U.S. Dollar
Payroll Employees, filed as Exhibit 10.12 to Chevron
Corporations Annual Report on
Form 10-K
for the year ended December 31, 2002, and incorporated
herein by reference.
|
|
10
|
.13*
|
|
Summary of Chevron Incentive Plan Award Criteria (pages E-121 to
E-122).
|
|
10
|
.14
|
|
Chevron Corporation Change in Control Surplus Employee Severance
Program for Salary Grades 41 through 43, filed as
Exhibit 10.1 to Chevron Corporations Current Report
on
Form 8-K
dated December 6, 2006, and incorporated herein by
reference.
|
|
10
|
.15
|
|
Chevron Corporation Benefit Protection Program, filed as
Exhibit 10.2 to Chevron Corporations Current Report
on
Form 8-K
dated December 6, 2006, and incorporated herein by
reference.
|
|
10
|
.16
|
|
Form of Notice of Grant under the Chevron Corporation Long-Term
Incentive Plan, filed as Exhibit 10.1 to Chevrons
Current Report on
Form 8-K
dated June 29, 2005, and incorporated herein by reference.
|
|
10
|
.17
|
|
Form of Restricted Stock Unit Grant Agreement under the Chevron
Corporation Long-Term Incentive Plan, filed as
Exhibit 10.20 to Chevron Corporations Quarterly
Report on
Form 10-Q
for the quarterly period ended June 30, 2006, and
incorporated herein by reference.
|
|
10
|
.18
|
|
Form of Retainer Stock Option Agreement under the Chevron
Corporation Non-Employee Directors Equity Compensation and
Deferral Plan, filed as Exhibit 10.2 to Chevrons
Current Report on
Form 8-K
dated June 29, 2005, and incorporated herein by reference.
|
|
10
|
.19*
|
|
Form of Stock Units Agreement under Chevron Corporation
Non-Employee Directors Equity Compensation and Deferral
Plan (page E-123).
|
|
12
|
.1*
|
|
Computation of Ratio of Earnings to Fixed Charges
(page E-124).
|
E-1
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
21
|
.1*
|
|
Subsidiaries of Chevron Corporation (pages
E-125 to
E-127).
|
|
23
|
.1*
|
|
Consent of PricewaterhouseCoopers LLP
(page E-128).
|
|
24
|
.1 to 24.13*
|
|
Powers of Attorney for directors and certain officers of Chevron
Corporation, authorizing the signing of the Annual Report on
Form 10-K
on their behalf (pages E-129 to E-141).
|
|
31
|
.1*
|
|
Rule 13a-14(a)/15d-14(a)
Certification of the companys Chief Executive Officer
(page E-142).
|
|
31
|
.2*
|
|
Rule 13a-14(a)/15d-14(a)
Certification of the companys Chief Financial Officer
(page E-143).
|
|
32
|
.1*
|
|
Section 1350 Certification of the companys Chief
Executive Officer
(page E-144).
|
|
32
|
.2*
|
|
Section 1350 Certification of the companys Chief
Financial Officer
(page E-145).
|
|
99
|
.1*
|
|
Definitions of Selected Energy and Financial Terms (pages
E-146 to
E-148).
|
|
100
|
.INS*
|
|
XBRL Instance Document
|
|
100
|
.SCH*
|
|
XBRL Schema Document
|
|
100
|
.CAL*
|
|
XBRL Calculation Linkbase Document
|
|
100
|
.LAB*
|
|
XBRL Label Linkbase Document
|
|
100
|
.PRE*
|
|
XBRL Presentation Linkbase Document
|
|
100
|
.DEF*
|
|
XBRL Definition Linkbase Document
|
Copies of above exhibits not contained herein are available to
any security holder upon written request to the Corporate
Governance Department, Chevron Corporation, 6001 Bollinger
Canyon Road, San Ramon, California
94583-2324.
E-2
exv4w2
Exhibit 4.2
Confidential Stockholder Voting Policy of Chevron Corporation
Chevron has a confidential voting policy to protect stockholders voting privacy. Under this
policy, ballots, proxy forms and voting instructions returned to brokerage firms, banks and other
holders of record are kept confidential. Only the proxy solicitor, proxy tabulator and the
Inspector of Election have access to the ballots, proxy forms and voting instructions. Anyone who
processes or inspects ballots, proxy forms or voting instructions signs a pledge to treat them as
confidential. None of these persons is a Chevron employee. The proxy solicitor and the proxy
tabulator will disclose information taken from the ballots, proxy forms and voting instructions
only in the event of a proxy contest or as otherwise required by law.
E-3
exv10w1
Exhibit 10.1
CHEVRON CORPORATION
NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION AND
DEFERRAL PLAN
Amended and Restated on December 10, 2008
E-4
TABLE OF CONTENTS
|
|
|
|
|
SECTION I. PURPOSE |
|
|
E-7 |
|
|
|
|
|
|
SECTION II. DEFINITIONS |
|
|
E-7 |
|
|
|
|
|
|
(a) Account |
|
|
E-7 |
|
(b) Annual Cash Retainer |
|
|
E-7 |
|
(c) Annual Compensation Cycle |
|
|
E-7 |
|
(d) Annual Meeting |
|
|
E-7 |
|
(e) Award or Awards |
|
|
E-7 |
|
(f) Beneficiary |
|
|
E-8 |
|
(g) Board |
|
|
E-8 |
|
(h) Change in Control |
|
|
E-8 |
|
(i) Code |
|
|
E-8 |
|
(j) Committee |
|
|
E-8 |
|
(k) Common Stock |
|
|
E-8 |
|
(l) Corporation |
|
|
E-8 |
|
(m) Disability |
|
|
E-8 |
|
(n) Discretionary Transaction |
|
|
E-8 |
|
(o) Dividend Equivalent |
|
|
E-8 |
|
(p) Exchange Act |
|
|
E-8 |
|
(q) Fair Market Value |
|
|
E-9 |
|
(r) Non-Employee Director |
|
|
E-9 |
|
(s) Option |
|
|
E-9 |
|
(t) Option Agreement |
|
|
E-9 |
|
(u) Plan |
|
|
E-9 |
|
(v) Restricted Stock |
|
|
E-9 |
|
(w) Rules |
|
|
E-9 |
|
(x) Share |
|
|
E-9 |
|
(y) Stock Unit |
|
|
E-9 |
|
|
|
|
|
|
SECTION III. ADMINISTRATION |
|
|
E-9 |
|
|
|
|
|
|
(a) Composition and Powers of the Committee |
|
|
E-9 |
|
(b) Liability of Board and Committee Members |
|
|
E-10 |
|
(c) Administration of the Plan Following a Change in Control |
|
|
E-10 |
|
|
|
|
|
|
SECTION IV. DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN |
|
|
E-10 |
|
|
|
|
|
|
(a) Duration of the Plan |
|
|
E-10 |
|
(b) Shares Subject to the Plan |
|
|
E-10 |
|
(c) Accounting for Numbers of Shares |
|
|
E-10 |
|
(d) Source of Stock Issued Under the Plan |
|
|
E-10 |
|
|
|
|
|
|
SECTION V. PERSONS ELIGIBLE FOR AWARDS AND DEFERRALS |
|
|
E-10 |
|
|
|
|
|
|
SECTION VI. OPTIONS |
|
|
E-11 |
|
|
|
|
|
|
(a) Option Grant |
|
|
E-11 |
|
(b) Exercise of Options |
|
|
E-11 |
|
(c) Rights as a Stockholder |
|
|
E-11 |
|
|
|
|
|
|
SECTION VII. STOCK UNITS |
|
|
E-11 |
|
|
|
|
|
|
(a) Stock Unit Awards |
|
|
E-11 |
|
(b) Stockholders Rights |
|
|
E-11 |
|
E-5
|
|
|
|
|
(c) Pre-1997 Stock Unit Accounts |
|
|
E-12 |
|
|
|
|
|
|
SECTION VIII. RESTRICTED STOCK |
|
|
E-12 |
|
|
|
|
|
|
(a) Restricted Stock Awards |
|
|
E-12 |
|
(b) Stockholders Rights |
|
|
E-12 |
|
|
|
|
|
|
SECTION IX. DEFERRED COMPENSATION |
|
|
E-12 |
|
|
|
|
|
|
SECTION X. RECAPITALIZATION |
|
|
E-12 |
|
|
|
|
|
|
SECTION XI. SECURITIES LAW REQUIREMENTS |
|
|
E-14 |
|
|
|
|
|
|
SECTION XII. AMENDMENTS OF THE PLAN AND AWARDS |
|
|
E-14 |
|
|
|
|
|
|
(a) Plan Amendments |
|
|
E-14 |
|
(b) Amendments of Awards |
|
|
E-14 |
|
(c) Rights of Non-Employee Directors |
|
|
E-14 |
|
|
|
|
|
|
SECTION XIII. TERMINATION OR SUSPENSION OF THE PLAN |
|
|
E-15 |
|
|
|
|
|
|
(a) Termination or Suspension |
|
|
E-15 |
|
(b) Dissolution or Bankruptcy |
|
|
E-15 |
|
|
|
|
|
|
SECTION XIV. GENERAL PROVISIONS |
|
|
E-15 |
|
|
|
|
|
|
(a) Application of Funds |
|
|
E-15 |
|
(b) Creditors Rights |
|
|
E-15 |
|
(c) No Obligation to Exercise Option |
|
|
E-15 |
|
(d) Costs of the Plan |
|
|
E-15 |
|
(e) Non-Employee Directors Beneficiary |
|
|
E-15 |
|
(f) Prohibition of Opposite Way Transactions and Discretionary Transactions |
|
|
E-15 |
|
(g) Severability |
|
|
E-16 |
|
(h) Binding Effect of Plan |
|
|
E-16 |
|
(i) No Waiver of Breach |
|
|
E-16 |
|
(j) Authority to Establish Grantor Trust |
|
|
E-16 |
|
|
|
|
|
|
SECTION XV. APPROVAL OF STOCKHOLDERS |
|
|
E-16 |
|
E-6
CHEVRON CORPORATION
NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION AND
DEFERRAL PLAN
Amended and Restated on December 10, 2008
SECTION I. PURPOSE.
This Chevron Corporation Non-Employee Directors Equity Compensation and Deferral Plan, as
amended and restated effective January 1, 2009, shall govern all Awards and deferrals by
Non-Employee Directors for which distribution has not commenced prior to January 1, 2009, unless
and until modified by the Board; provided that the Non-Employee Director did not obtain a vested
legal right to such Awards or deferrals prior to January 1, 2005. A series of installment
payments shall be considered to be one distribution as of the date of the first installment for
purposes of Section 409A of the Code.
The Plan was originally adopted by the Board on March 26, 2003 and approved by the
stockholders on May 22, 2003. It was amended and restated on December 6, 2006 to be effective
January 1, 2005. It was subsequently amended and restated on February 28, 2007 and April 25, 2007.
The purposes of the Plan are to attract and retain qualified Non-Employee Directors to serve
on the Board and to align the interests of the Non-Employee Directors with those of the
stockholders of the Corporation.
SECTION II. DEFINITIONS.
When capitalized in this Plan, the following terms shall have the meanings set forth below:
(a) Account means the bookkeeping account maintained on behalf of a Non-Employee
Director to which shall be credited any amount described in Section IX.
(b) Annual Cash Retainer means the annual fees as determined by the Board and
payable in cash as earned monthly to a Non-Employee Director for service as a Non-Employee
Director during an Annual Compensation Cycle.
(c) Annual Compensation Cycle means that period commencing on the day of the
Corporations Annual Meeting and running through the day immediately preceding the Corporations
next Annual Meeting.
(d) Annual Meeting means the annual meeting of the stockholders of the
Corporation.
(e) Award or Awards means a grant of an Option, Stock Units, or
Restricted Stock under the Plan.
E-7
(f) Beneficiary means a person designated by a Non-Employee Director for purposes
of transferring interests in Awards upon the Non-Employee Directors death.
(g) Board means the Board of Directors of the Corporation.
(h) Change in Control shall have the meaning set forth in Article VI of the
By-Laws of the Corporation, as such By-Laws may be amended from time to time.
(i) Code means the Internal Revenue Code of 1986, as amended.
(j) Committee means the Board Nominating and Governance Committee (or other
committee designated by the Board).
(k) Common Stock means the $0.75 par value common stock of the Corporation or any
security of the Corporation identified by the Committee as having been issued in substitution,
exchange or lieu thereof.
(l) Corporation means Chevron Corporation, a Delaware corporation, or any
successor corporation.
(m) Disability means the existence of a serious medical condition which is
expected to be of long-term duration and which significantly affects the Non-Employee Directors
ability to travel in order to attend meetings of the Board or to perform other essential duties
of a Non-Employee Director, as determined by the Committee on the basis of competent medical
evidence.
(n) Discretionary Transaction shall mean a transaction pursuant to any benefit
plan that:
(1) Is at the volition of a plan participant;
(2) Is not made in connection with the participants death, Disability, retirement or
termination of employment;
(3) Is not required to be made available to a plan participant pursuant to a provision of the
Code; and
(4) Results in either an intra-plan transfer involving an equity securities fund of the
Corporation, or a cash distribution funded by a volitional disposition of an equity security of
the Corporation, or otherwise as such term is defined under Rule 16b-3(b)(1) of the Exchange Act
or successor provision thereto.
(o) Dividend Equivalent means an amount equal to the dividends that would be
payable to the holder of a Stock Unit if the holder held Shares rather than such Stock Units.
(p) Exchange Act means the Securities Exchange Act of 1934, as amended from time
to time, or any successor statute.
E-8
(q) Fair Market Value of a Share as of a specified date means the price per share
at which Shares were traded at the close of business on such date as reported on the New York
Stock Exchange (or other established exchange or exchanges) or, if no trading of Common Stock is
reported for that day, the preceding day on which trading was reported.
(r) Non-Employee Director means a member of the Board who is not employed by the
Corporation or its subsidiaries or affiliates.
(s) Option means a non-statutory stock option to purchase a Share awarded pursuant
to Section VI. of the Plan. An Option shall not qualify as an incentive stock option under
Section 422 of the Code.
(t) Option Agreement means an agreement between the Corporation and the
Non-Employee Director that contains the terms and conditions pertaining to an Option.
(u) Plan means the Chevron Corporation Non-Employee Directors Equity
Compensation and Deferral Plan, as amended from time to time.
(v) Restricted Stock means forfeitable Shares awarded pursuant to Section VIII. of
the Plan.
(w) Rules means the regulations and rules adopted from time to time by the
Committee to interpret or administer the Plan.
(x) Share means one share of Common Stock, adjusted in accordance with Section X.
of the Plan (if applicable).
(y) Stock Unit means a bookkeeping entry unit awarded pursuant to Section VII. of
the Plan that is measurable with respect to Shares.
SECTION III. ADMINISTRATION.
(a) Composition and Powers of the Committee. The Plan shall be administered by the
Board, except as delegated to the Committee in this Plan or the Rules or by resolution of the
Board. The Committee shall have the power to adopt and amend Rules, construe and interpret the
Plan and the Rules, and to make all other determinations necessary for the administration of the
Plan. Subject to the requirements of applicable law, the Committee may designate persons other
than members of the Committee to carry out its responsibilities and may prescribe such conditions
and limitations as it may deem appropriate. Subject to the approval of the Board, any
determination, decision or action of the Committee in connection with the construction,
interpretation, administration or application of the Plan shall be final, conclusive and binding
on all persons. The Committee shall consist of two or more Non-Employee Directors who satisfy
the requirements of Rule 16b-3 (or its successor) under the Exchange Act to the extent necessary
for grants of Awards to the Non-Employee Directors under Section 16 of the Exchange Act.
E-9
(b) Liability of Board and Committee Members. No member of the Board or the
Committee shall be liable for any action or determination made in good faith by the Board or the
Committee with respect to the Plan or any Award under it.
(c) Administration of the Plan Following a Change in Control. Within thirty (30)
days after the occurrence of a Change in Control, the Committee shall appoint an independent
organization which shall thereafter administer the Plan and have all of the powers and duties
formerly held and exercised by the Committee with respect to the Plan as provided in Section
III.(a). Upon such appointment, the Committee shall cease to have any responsibility with
respect to the administration of the Plan.
SECTION IV. DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN.
(a) Duration of the Plan. The Plan shall remain in effect until terminated by the
Board.
(b) Shares Subject to the Plan. The maximum number of Shares for which Awards may
be granted under the Plan is eight hundred thousand (800,000) Shares, which has been adjusted for
the two-for-one Common Stock split on September 10, 2004 and includes the number of Shares
previously authorized for use but unissued pursuant to the Chevron Restricted Stock Plan for
Non-Employee Directors. The limitation as to the maximum number of Shares set forth in this
Section IV.(b) shall be subject to adjustment as provided in Section X.
(c) Accounting for Numbers of Shares. For the purpose of computing the total number
of Shares available for Awards under the Plan there shall be counted against the limitation under
the Plan the number of Shares issued or subject to issuance upon exercise or settlement of any
outstanding Awards. Dividends paid, Dividend Equivalents granted and interest or other amounts
credited with respect to any Award outstanding under the Plan shall not apply against the Plan
limitation. If Stock Units, Restricted Stock or Shares issued upon the exercise of Options are
forfeited or otherwise terminated before exercise or settlement, then the corresponding Shares
shall again become available for Awards under the Plan. If Stock Units are settled, then only
the number of Shares (if any) actually issued in settlements of such Stock Units shall reduce the
number available for Awards.
(d) Source of Stock Issued Under the Plan. Common Stock issued under the Plan may
be either authorized and unissued Shares or issued Shares that have been reacquired by the
Corporation, as determined in the sole discretion of the Committee. No fractional Shares shall
be issued under the Plan.
SECTION V. PERSONS ELIGIBLE FOR AWARDS AND DEFERRALS.
Non-Employee Directors are eligible for Awards and deferrals. A Non-Employee Director may
receive more than one Award, including Awards of the same type, subject to the restrictions of the
Plan.
E-10
SECTION VI. OPTIONS.
(a) Option Grant. The Board may, in its sole discretion, award Options to
Non-Employee Directors. All such Options shall be subject to the terms of the Plan, Rules, and
Option Agreement (which shall not be inconsistent with the Plan or Rules). Each Option Agreement
shall state the number of Options being granted to a Non-Employee Director. Such number shall be
subject to adjustment in accordance with Section X.
(b) Exercise of Options. No Option may have an exercise period exceeding ten (10)
years from the grant date. The exercise price of each Option shall be the Fair Market Value of a
Share on the date the Option is granted. No fractional Shares shall be issued pursuant to the
exercise of an Option.
(c) Rights as a Stockholder. A Non-Employee Director who has been awarded an Option
or any transferee of an Option (to the extent transfers of an Option are permitted under the
Rules) shall have no rights with respect to any Shares covered by his or her Options until the
respective Option is properly exercised and the acquired Share is recorded as a book entry on the
records of the Corporation. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date the Non-Employee Directors interest is recorded
as a book entry on the records of the Corporation, except as provided elsewhere in this Plan or
in the Rules.
SECTION VII. STOCK UNITS.
(a) Stock Unit Awards. The Board may award Stock Units to a Non-Employee Director
with respect to an Annual Compensation Cycle pursuant to a resolution it adopts no later than the
first day of that Annual Compensation Cycle. Such resolution shall include the number of Stock
Units awarded to a Non-Employee Director and the effective date of the Award. Notwithstanding
the foregoing, the Board may award a proportional number of Stock Units pursuant to a resolution
it adopts during the Annual Compensation Cycle to a Non-Employee Director who joins the Board
after the first day of the Annual Compensation Cycle. Such resolution shall indicate the
proportional number of Stock Units awarded and the effective date of the Award, which shall not
be before the Non-Employee Director begins providing services on the Board. Awards of Stock
Units shall be subject to the terms and conditions set forth in the Plan, the Rules, and the
granting resolution (which shall not be inconsistent with the Plan or Rules). The number of
Stock Units awarded under this Section VII.(a) shall be subject to adjustment as provided in
Section X.
(b) Stockholders Rights. Unless and until such time as a Non-Employee Director
receives a distribution of all or a portion of Stock Units awarded pursuant to the Plan in the
form of Shares and prior to the date the Non-Employee Directors interest in such Shares is
recorded as a book entry on the records of the Corporation, the Non-Employee Director shall have
no dividend rights, voting rights or other rights as a stockholder with respect to such Shares
covered by his or her Stock Unit Award. The holders of Stock Units shall have no voting rights.
Prior to settlement or forfeiture, if the Rules so provide, any Stock Unit awarded under the Plan
may carry with it Dividend Equivalents. Such right entitles the holder to be
credited with an amount equal to the cash dividends paid on a Share while a Stock Unit is
outstanding. Dividend Equivalents may be converted into additional Stock Units, as provided in
the Rules.
E-11
(c) Pre-1997 Stock Unit Accounts. The stock unit account of each Non-Employee
Director who received an award of stock units under the Chevron Corporation Restricted Stock
Plan for Non-Employee Directors with respect to service as a Non-Employee Director prior to the
1997 Annual Meeting shall continue to be maintained pursuant to the terms of such plan as in
effect prior to April 30, 1997.
SECTION VIII. RESTRICTED STOCK.
(a) Restricted Stock Awards. The Board may award Restricted Stock to a Non-Employee
Director with respect to an Annual Compensation Cycle pursuant to a resolution it adopts no later
than the first day of that Annual Compensation Cycle. Such resolution shall include the number
of Shares of Restricted Stock awarded to a Non-Employee Director and the effective date of the
Award. Notwithstanding the foregoing, the Board may award a proportional number of Shares of
Restricted Stock pursuant to a resolution it adopts during the Annual Compensation Cycle to a
Non-Employee Director who joins the Board after the first day of the Annual Compensation Cycle.
Such resolution shall indicate the proportional number of Shares of Restricted Stock awarded and
the effective date of the Award, which shall not be before the Non-Employee Director begins
providing services on the Board. Awards of Restricted Stock shall be subject to the terms and
conditions set forth in the Plan, the Rules, and the granting resolution (which shall not be
inconsistent with the Plan or Rules). The number of Shares subject to an Award of Restricted
Stock under this Section VIII.(a) shall be subject to adjustment as provided in Section X.
(b) Stockholders Rights. The Corporation shall maintain in its records a book
entry account to which the Shares represented by each Award of Restricted Stock shall be
credited. The Shares in the book entry account represented by such Award of Restricted Stock
shall be subject to the terms, conditions, and restrictions applicable to such Award. The
Committee shall require that no change shall be made in the book entry account representing an
Award of Restricted Stock until the restrictions thereon shall have lapsed. At that time, a book
entry shall be made in the records of the Corporation in the name of the Non-Employee Director in
the amount of Shares as to which the restrictions have lapsed. Except as provided in the Rules,
the holders of an Award of Restricted Stock shall have the same voting, dividend and other rights
as the Corporations other stockholders.
SECTION IX. DEFERRED COMPENSATION.
A Non-Employee Director may elect to defer receipt of all or a portion of his or her Annual
Cash Retainer and/or Stock Units. Such deferrals shall be subject to the terms and conditions set
forth in the Plan and the Rules.
SECTION X. RECAPITALIZATION.
(a) Subject to any required action by the stockholders, the number of Shares covered by the
Plan as provided in Section IV., the number of Shares covered by or referred to in each
outstanding Award and the exercise price, if applicable, of each outstanding Award shall be
proportionately adjusted for:
E-12
(1) Any increase or decrease in the number of issued Shares resulting from a subdivision or
consolidation of Shares;
(2) The payment of a stock dividend (but only of Common Stock) or any other increase or
decrease in the number of such Shares effected without receipt of consideration by the
Corporation;
(3) The declaration of a dividend payable in cash that has a material effect on the price of
issued Shares; or
(4) A recapitalization, spinoff or similar occurrence.
(b) Subject to any required action by the stockholders, if the Corporation is the surviving
corporation in any merger, consolidation or other reorganization, each outstanding Award (other
than an Award of Restricted Stock that is outstanding at such time) shall pertain and apply to
the securities to which a holder of the number of Shares subject to the Award would have been
entitled.
(c) In the event of a dissolution or liquidation of the Corporation or a merger,
consolidation or other reorganization pursuant to which the Corporation is not the surviving
corporation, the Shares subject to each non-vested Award shall be handled in accordance with the
terms of the agreement of merger, consolidation or reorganization which may provide for the full
vesting, cash-out or assumption of such Awards.
(d) In the event of a change in the Common Stock, which is limited to a change of all of the
Corporations authorized shares with par value into the same number of shares with a different
par value or without par value, the shares resulting from any such change shall be deemed to be
the Common Stock within the meaning of the Plan.
(e) To the extent that the foregoing adjustments relate to stock or securities of the
Corporation, such adjustments shall be made by the Committee as directed by the Board, and the
action in that respect shall be final, binding and conclusive.
(f) Except as provided in this Section X., a Non-Employee Director shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class, the payment of any
dividend or any other increase or decrease in the number of shares of stock of any class. Except
as provided in this Section X., any issue by the Corporation of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or exercise price of Shares subject to
an Award.
(g) The grant of an Award pursuant to the Plan shall not affect in any way the right or
power of the Corporation to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.
E-13
(h) The Committee shall prescribe Rules governing the adjustment of the number of Shares
covered by the Plan as provided in Section IV., the number of Shares covered by or referred to in
each outstanding Award and the exercise price, if applicable, of each outstanding Award in the
event that preferred stock purchase rights issued pursuant to any stockholder rights plan detach
from the Common Stock and become exercisable.
SECTION XI. SECURITIES LAW REQUIREMENTS.
No Shares shall be issued and no Options shall become exercisable pursuant to the Plan unless
and until the Corporation has determined that:
(a) It and the Non-Employee Director have taken all actions required to register the Shares
under the Securities Act of 1933, as amended, or perfect an exemption from the registration
requirements thereof;
(b) Any applicable listing requirement of any stock exchange on which the Common Stock is
listed has been satisfied; and
(c) Any other applicable provision of state or federal law has been satisfied.
SECTION XII. AMENDMENTS OF THE PLAN AND AWARDS.
(a) Plan Amendments. The Board may, insofar as permitted by law, from time to time
and in its discretion, with respect to any Shares at the time not subject to Awards, suspend the
Plan or revise or amend it in any respect whatsoever without stockholder approval. However,
unless the Board specifically otherwise provides, any revision or amendment that would cause the
Plan to fail to comply with any requirement of applicable law or regulation if such amendment
were not approved by the stockholders of the Corporation shall not be effective unless and until
the approval of the stockholders of the Corporation is obtained.
(b) Amendments of Awards. Subject to the terms and conditions and within the
limitations of the Plan, the Board may amend, cancel, modify, extend or renew outstanding Awards
granted under the Plan, or accept the exchange of outstanding non-vested Awards (to the extent
not theretofore exercised) for the granting of new Awards in substitution therefore.
(c) Rights of Non-Employee Directors. No amendment, suspension or termination of
the Plan nor any amendment, cancellation or modification of any Rule or Award outstanding under
the Plan that would adversely affect the right of any Non-Employee Director in an Award
previously granted under the Plan shall be effective without the written consent of the affected
Non-Employee Director, unless such amendment is necessary or appropriate to comply with
applicable law (including applicable tax law necessary to obtain favorable tax treatment).
E-14
SECTION XIII. TERMINATION OR SUSPENSION OF THE PLAN.
(a) Termination or Suspension. The Board may terminate or suspend the Plan at any
time.
(1) In the event of termination of the Plan, any deferred amounts may be distributed within
the period beginning twelve (12) months after the date the Plan was terminated and ending
twenty-four (24) months after the date the Plan was terminated, or pursuant to Sections IV. to VI.
of the Rules, if earlier. If the Plan is terminated and deferred amounts are distributed, the
Corporation shall terminate all account balance non-qualified and stock based deferred
compensation plans with respect to all participants and shall not adopt a new account balance or
stock based non-qualified deferred compensation plan for at least three (3) years after the date
the Plan was terminated and administered in accordance with Treas. Reg. Section
1.409A-3(j)(4)(ix).
(2) In the event of a suspension of the Plan, the Plan will continue without any additional
Awards or deferrals.
(b) Dissolution or Bankruptcy. The Plan shall automatically terminate upon a
dissolution of the Corporation that is taxed under Code section 331 or with the approval of a
bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the deferred amounts
are distributed and included in the gross income of the Non-Employee Directors by the latest of
(i) the calendar year in which the Plan terminates or (ii) the first calendar year in which
payment of the deferred amounts is administratively practicable.
SECTION XIV. GENERAL PROVISIONS.
(a) Application of Funds. The proceeds received by the Corporation from the sale of
Common Stock pursuant to the exercise of an Option shall be used for general corporate purposes.
(b) Creditors Rights. Non-Employee Directors shall have no rights other than those
of a general creditor of the Corporation with respect to Stock Unit Awards and any Account
established pursuant to Section IX. These interests shall represent unfunded and unsecured
obligations of the Corporation, subject to the terms and conditions of the applicable Rules.
(c) No Obligation to Exercise Option. The award of an Option shall impose no
obligation upon the Non-Employee Director to exercise such Option.
(d) Costs of the Plan. The costs and expenses of administering the Plan shall be
borne by the Corporation.
(e) Non-Employee Directors Beneficiary. The Rules may provide that a Non-Employee
Director may designate a Beneficiary with respect to any Award in the event of death of such
Non-Employee Director. If such Beneficiary is the executor or administrator of the estate of the
Non-Employee Director, any rights with respect to such Award may be transferred to the person or
persons or entity (including a trust, if permitted under the Rules) entitled thereto by bequest
of or inheritance from the holder of such Award.
(f) Prohibition of Opposite Way Transactions and Discretionary Transactions. To the
extent any transactions executed by a Non-Employee Director in securities of the Corporation
would be considered a non-exempt purchase or sale of an equity security of the Corporation for
purposes of the short-swing profit recovery provisions of Section 16(b) of the
E-15
Exchange Act, such Non-Employee Director shall be prohibited from executing, or electing to
enter into, any transaction relating to or resulting from Awards under this Plan that would be
considered an opposite way transaction within six (6) months from such prior non-exempt
transaction. In addition, a Non-Employee Director shall be prohibited from engaging in, or
electing to engage in, a Discretionary Transaction under the Plan if the election to engage in
such transaction is less than six (6) months after an election to engage in an opposite way
Discretionary Transaction under any benefit plan of the Corporation, including this Plan.
(g) Severability. The provisions of the Plan shall be deemed severable and the
validity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.
(h) Binding Effect of Plan. The Plan shall be binding upon and shall inure to the
benefit of the Corporation, its successors and assigns and the Corporation shall require any
successor or assign to expressly assume and agree to perform the Plan in the same manner and to
the same extent that the Corporation would be required to perform it if no such succession or
assignment had taken place. The term the Corporation as used herein shall include such
successors and assigns. The term successors and assigns as used herein shall mean a
corporation or other entity directly or indirectly acquiring all or substantially all the assets
and business of the Corporation (including the Plan) whether by operation of law or otherwise.
(i) No Waiver of Breach. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of the Plan to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions of
conditions at the same or at any prior or subsequent time.
(j) Authority to Establish Grantor Trust. The Committee is authorized in its sole
discretion to establish a grantor trust for the purpose of providing security for the payment of
Awards under the Plan; provided, however, that no Non-Employee Director shall be considered to
have a beneficial ownership interest (or any other sort of interest) in any specific asset of the
Corporation or of its subsidiaries or affiliates as a result of the creation of such trust or the
transfer of funds or other property to such trust.
SECTION XV. APPROVAL OF STOCKHOLDERS.
Adoption of the Plan shall be subject to approval by affirmative vote of the stockholders of
the Corporation in accordance with applicable law.
E-16
exv10w2
Exhibit 10.2
CHEVRON INCENTIVE PLAN
(Amended and Restated Effective January 1, 2008)
E-17
TABLE OF CONTENTS
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SECTION I. PURPOSE |
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1 |
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SECTION II. EFFECTIVE DATE |
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SECTION III. DEFINITIONS |
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(a) |
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Annual Income |
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E-20 |
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(b) |
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Award |
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E-20 |
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(c) |
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Benefit Protection Period |
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E-20 |
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(d) |
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Board |
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E-20 |
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(e) |
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Business in Competition |
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E-20 |
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(f) |
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Change in Control |
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(g) |
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Code |
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(h) |
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Committee |
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E-21 |
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(i) |
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Corporation |
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(j) |
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Corporation Confidential Information |
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(k) |
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Covered Employee |
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E-21 |
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(l) |
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Director |
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E-21 |
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(m) |
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Document |
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(n) |
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Eligible Employee |
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(o) |
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Executive Committee |
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E-22 |
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(p) |
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Independent Director |
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(q) |
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Misconduct |
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(r) |
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Outside Director |
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(s) |
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Participant |
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E-23 |
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(t) |
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Payroll |
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(u) |
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Performance Year |
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(v) |
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Plan |
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(w) |
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Rules |
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E-24 |
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(x) |
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Subsidiary |
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(y) |
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Successors or Assigns |
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E-24 |
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(z) |
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Termination, Terminated, or Terminates |
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SECTION IV. ADMINISTRATION |
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Composition of the Committee |
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E-24 |
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(b) |
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Actions by the Committee |
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E-24 |
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(c) |
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Powers of the Committee |
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(d) |
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Liability of Committee Members |
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(e) |
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Administration of the Plan Following a Change in Control |
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SECTION V. AWARDS UNDER THE PLAN |
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Discretion to Grant Awards |
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(b) |
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Limitation for Covered Employees |
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E-26 |
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(c) |
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Awards Payable After Change in Control |
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(d) |
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Effect of Mandatory Wage Controls |
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E-18
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SECTION VI. PAYMENT OF AWARDS |
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Non-Deferred Awards |
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E-27 |
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Deferral of Awards |
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SECTION VII. ASSIGNABILITY |
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SECTION VIII. FORFEITURE FOR MISCONDUCT |
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SECTION IX. AMENDMENT OF THE PLAN OR AWARDS |
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SECTION X. GENERAL PROVISIONS |
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E-29 |
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Participants Rights Unsecured |
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E-29 |
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Authority to Establish a Grantor Trust |
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E-29 |
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(c) |
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Awards in Foreign Countries |
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E-29 |
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(d) |
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Costs of the Plan |
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E-29 |
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(e) |
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Binding Effect of Plan |
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E-29 |
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(f) |
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No Waiver of Breach |
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E-29 |
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(g) |
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No Right to Employment |
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E-29 |
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Choice of Law |
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E-29 |
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Severability |
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E-30 |
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SECTION XI. EXECUTION |
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E-30 |
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E-19
CHEVRON INCENTIVE PLAN
(Amended and Restated Effective January 1, 2008)
SECTION I. PURPOSE.
The purpose of the Chevron Incentive Plan is to obtain, develop, retain and reward high
caliber employees, stimulate constructive and imaginative thinking, and contribute to the growth
and profits of the Corporation.
SECTION II. EFFECTIVE DATE.
The Plan, formerly known as the Management Incentive Plan of Chevron Corporation, was adopted
effective January 1, 1966 and approved by the Corporations stockholders at the Annual Meeting on
May 5, 1966. Prior to this amendment and restatement, the Plan was last amended and restated
effective January 1, 2005; further amended December 7, 2005 and December 6, 2006; and last approved
by the Corporations stockholders at the Annual Meeting on May 15, 2002. This Restatement shall
apply to all Plan distributions made after December 31, 2008. This Plan, effective, January 1,
2008, is also the successor to the Chevron Success Sharing Program.
SECTION III. DEFINITIONS.
For
purposes of the Plan, the following terms have the meanings set forth below:
(a) Annual Income means the Corporations reported earnings before special items and
account changes for the Performance Year.
(b) Award means a cash payment approved by the Committee under Section V. of the
Plan.
(c) Benefit Protection Period means the period commencing on the date six months
prior to the public announcement of a proposed transaction which, when effected, is a Change in
Control and ending on the date which is two years after the date of a Change in Control.
(d) Board means the Board of Directors of the Corporation.
(e) Business in Competition means any person, organization or enterprise which is
engaged in or is about to be engaged in any line of business engaged in by the Corporation at such
time.
(f) Change in Control means a change in control of the Corporation as defined in
Article VI. of the By-Laws of the Corporation, as such By-Laws may be amended from time to time.
(g) Code means the Internal Revenue Code of 1986, as amended.
E-20
(h) Committee means the committee of the Board that it appoints to administer the
Plan. In the absence of specific action by the Board, the Board shall be deemed to have appointed
the Boards Management Compensation Committee.
(i) Corporation means Chevron Corporation, a Delaware corporation, or any Successors
or Assigns. Where the context shall permit, Corporation shall include the Subsidiaries of Chevron
Corporation.
(j) Corporation Confidential Information includes:
(1) Information embodied in inventions, discoveries and improvements, whether patentable or
unpatentable, including trade secrets;
(2) Geological and geophysical data and analyses thereof, well information, discoveries,
development initiatives, reserves, offshore bidding strategies, potential value of unleased
offshore acreage, exploration and other business strategies and investment plans, business methods,
current and planned technology, processes and practices relating to the existence of, exploration
for, or the development of oil, gas, or other potentially valuable raw material, product, mineral
or natural resource of any kind;
(3) Confidential personnel or Human Resources data;
(4) Customer lists, pricing, supplier lists, and Corporation processes;
(5) Any other information having present or potential commercial value; and
(6) Confidential information of any kind in possession of the Corporation, whether developed
for or by the Corporation (including information developed by the Participant), received from a
third party in confidence, or belonging to others and licensed or disclosed to the Corporation in
confidence for use in any aspect of its business and without regard to whether it is designated or
marked as such through use of such words as classified,
confidential or restricted;
Provided, however, that Corporation Confidential Information shall not include any information
that is or becomes generally known through no wrongful act or omission of the Participant.
However, information shall not fail to be Corporation Confidential Information solely because it is
embraced by more general information available on a non-confidential basis.
(k) Covered Employee means the Corporations principal executive officer, principal
financial officer and three other most highly compensated executive officers (as defined in Item
402 of Regulation S-K) who were serving as such at the end of the last completed Performance Year.
(l) Director means a member of the Board.
(m) Document means any devices, records, data, notes, reports, abstracts, proposals,
lists, correspondence (including e-mails), specifications, drawings, blueprints,
sketches, materials, equipment, reproductions of any kind made from or about such documents or
information contained therein, recordings, or similar items.
E-21
(n) Eligible Employee means any individual who is an employee on the Payroll.
(o) Executive Committee means the Executive Committee of the Corporation.
(p) Independent Director means a member of the Board that is independent of the
Corporation within the meaning of the rules of the New York Stock Exchange and the Corporations
Corporate Governance Guidelines.
(q) Misconduct of a Participant means:
(1) 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 the Participant:
(A) Had knowledge of the material noncompliance or circumstances giving rise to such
noncompliance and willfully failed to take reasonable steps to bring it to the attention of
appropriate individuals within the Corporation; or
(B) Knowingly engaged in practices which materially contributed to the circumstances that
enabled such material noncompliance to occur;
(2) A Participant commits an act of embezzlement, fraud or theft with respect to the property
of the Corporation, materially violates the Corporations conflict of interest policy, or breaches
his or her fiduciary duty to the Corporation;
(3) A Participant, while still employed by the Corporation:
(A) Willfully misappropriates or discloses to any person, firm or corporation any Corporation
Confidential Information, unless the Participant is expressly authorized by the Corporations
management to disclose such Corporation Confidential Information, pursuant to a written
non-disclosure agreement that sufficiently protects it;
(B) Directly or indirectly engages in, commences employment with, or materially renders
services, advice or assistance to any Business in Competition with the Corporation other than on
behalf of the Corporation;
(C) Induces or attempts to induce, directly or indirectly, any of the Corporations customers,
employees, representatives or consultants to terminate, discontinue or cease working with or for
the Corporation, or to breach any contract with the Corporation, in order to work with or for, or
enter into a contract with, the Participant or any third party other than when such action is taken
on behalf of the Corporation;
E-22
(4) A Participant willfully fails to promptly return all Documents and other tangible items
belonging to the Corporation that are in his or her possession or control upon termination of
employment, whether pursuant to retirement or otherwise;
(5) A Participant willfully commits an act which, under applicable law, constitutes the
misappropriation of a Corporation trade secret or otherwise violates the law of unfair competition
with respect to the Corporation; including, but not limited to, unlawfully:
(A) Using or disclosing Corporation Confidential Information; or
(B) Soliciting (or contributing to the soliciting of) the Corporations customers, employees,
representatives, or consultants to:
(i) Terminate, discontinue or cease working with or for the Corporation; or
(ii) To breach any contract with the Corporation, in order to work with or for, or enter into
a contract with, the Participant or any third party;
(6) A Participant willfully fails to inform any new employer of the Participants continuing
obligation to maintain the confidentiality of the trade secrets and other Corporation Confidential
Information obtained by the Participant during the term of his or her employment with the
Corporation;
The Committee shall determine in its sole discretion whether the Participant has engaged in
any of the acts set forth in subsections (1) through (6) above, and its determination shall be
conclusive and binding on all interested persons.
(r) Outside Director means an outside director of the Board within the meaning of
Section 162(m) of the Code.
(s) Participant means an Eligible Employee who receives an Award under the Plan.
(t) Payroll means the system used by the Corporation to pay those individuals it
regards as Corporation employees for their services and to withhold employment taxes from the
compensation it pays to such employees. Payroll does not include any system the Corporation
uses to pay individuals whom it does not regard as Corporation employees and for whom it does not
actually withhold employment taxes (including, but not limited to, individuals it regards as
independent contractors) for their services.
(u) Performance Year means the Corporations fiscal year with respect to which the
Committee makes Awards to Eligible Employees under the Plan.
(v) Plan means the Chevron Incentive Plan, as amended from time to time.
Previously, the Chevron Incentive Plan was known as the Management Incentive Plan of Chevron
Corporation.
E-23
(w) Rules mean the rules promulgated by the Committee within its sole discretion to
administer the Plan.
(x) Subsidiary means any corporation or entity with respect to which the
Corporation, one or more Subsidiaries, or the Corporation together with one or more Subsidiaries,
owns not less than eighty percent (80%) of the total combined voting power of all classes of stock
entitled to vote, or not less than eighty percent (80%) of the total value of all shares of all
classes of stock.
(y) Successors or Assigns means a corporation or other entity acquiring all or
substantially all the assets and business of the Corporation (including the Plan) whether by
operation of law or otherwise, including any corporation or other entity effectuating a Change in
Control of the Corporation.
(z) Termination, Terminated, or Terminates means that an
Eligible Employees formal employment relationship with the Corporation has ended, including by
reason of death. A formal employment relationship with the Corporation cannot exist unless an
individual is on the Payroll.
SECTION IV. ADMINISTRATION.
The Plan shall be administered by the Committee.
(a) Composition of the Committee.
(1) The Committee shall consist of not less than a sufficient number of Outside Directors so
as to qualify the Committee to administer the Plan as contemplated by Section 162(m) of the Code
and each of whom is also an Independent Director.
(2) The Board shall appoint one (1) of the members of the Committee as chair.
(3) If any member of the Committee does not qualify as an Outside Director, Awards under the
Plan with respect to a Covered Employee shall be administered by a subcommittee consisting of all
Committee members who qualify as Outside Directors. Such subcommittee must consist of at least two
(2) members of the Committee.
(4) The Board may from, time to time, remove members from, add members to, or fill vacancies
on the Committee. If fewer than two (2) Committee members qualify as an Outside Director, the Board
shall appoint one or more new members who so qualify.
(5) In the event that the Committee will not satisfy the requirements of paragraph (a)(1)
above, the Board shall appoint another committee that shall satisfy such requirements.
(b) Actions by the Committee. The Committee shall hold meetings at such times and
places as it may determine. Acts approved by a majority of the members of the Committee
present at a meeting at which a quorum is present, or acts reduced to or approved in writing
by a majority of the members of the Committee, shall be the valid acts of the Committee.
E-24
(c) Powers of the Committee.
(1) The Committee shall have the authority to administer the Plan in its sole discretion. The
Committees authority includes the rights to:
(A) Construe and interpret the Plan;
(B) Promulgate, amend, interpret, and rescind Rules relating to the implementation of the
Plan;
(C) Select which Eligible Employees to whom to make an Award and under what conditions;
(D) Determine the Award amount;
(E) Determine other terms and conditions of Awards;
(F) Adopt procedures for the disposition of Awards in the event of a Participants divorce or
dissolution of marriage; and
(G) Make all other determinations necessary or advisable for the administration of the Plan.
(2) Notwithstanding Section IV.(c)(1) of the Plan:
(A) No provision in the Plan referencing the Committees discretion shall be construed as
granting the Committee the authority to exercise discretion in a manner that is inconsistent with
the Plan; and
(B) Adoption of Rules by the Committee is an exercise of the Committees discretion. Once
adopted, the Committee may not exercise additional discretion that is inconsistent with the Rules
without amending the Rules.
(3) Subject to the requirements of applicable law, the Committee may designate the
Corporations Executive Committee to carry out its responsibilities and may prescribe such
conditions and limitations as it may deem appropriate in its sole discretion; provided, however,
the Committee may not delegate its authority with regard to the selection for participation of or
the grant of Awards to persons in salary classification PSG 41 or above (or at a level determined
by the Committee in its sole discretion to be the equivalent under a successor salary
classification system). The Executive Committee may further delegate this function as it deems
appropriate. The Committee may also designate the Corporations Vice President, Human Resources,
to perform the day-to-day administrative tasks as may be necessary for the Committees
administration of the Plans. Any determination, decision or action of the Committee in connection
with the construction, interpretation, administration, or application of
the Plan shall be final, conclusive and binding upon all persons participating in the Plan and
any person validly claiming under or through persons participating in the Plan.
E-25
(d) Liability of Committee Members. No member of the Board or the Committee shall be
liable for any action or determination made in good faith by the Board or the Committee with
respect to the Plan or any Award under it.
(e) Administration of the Plan Following a Change in Control. Within thirty (30) days
after the occurrence of a Change in Control, the Committee shall appoint an independent
organization which shall thereafter administer the Plan and have all of the powers and duties
formerly held and exercised by the Committee with respect to the Plan as provided in Section
IV.(c). Upon such appointment, the Committee shall cease to have any responsibility with respect
to the administration of the Plan.
SECTION V. AWARDS UNDER THE PLAN.
(a) Discretion to Grant Awards. Subject to Section V.(b); the Committee, in its
discretion, may approve an Award under the Plan to any Eligible Employee for the Performance Year
in any amount.
(b) Limitation for Covered Employees. The amount of any Award granted to Covered
Employees shall be subject to the following limitations:
(1) 0.5% of the Corporations Annual Income shall be set aside for Awards to the Covered
Employees.
(2) The maximum Award amount for the Covered Employees shall equal the indicated percentage of
the aggregate fund set forth in Section V.(b)(1), determined pursuant to the following schedule:
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Officer |
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CEO |
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40 |
% |
Other Covered Employees |
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15 |
% each |
Total |
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100 |
% |
(3) The Committee in its sole discretion may reduce the Award otherwise payable to any Covered
Employee as determined above, but in no event shall any such reduction result in an increase of the
Award payable to any other Participant, including but not limited to any other Covered Employee.
(c) Awards Payable After Change in Control. Notwithstanding Section V.(a) and (b),
the following shall apply with respect to Awards for the Performance Year in which a Change in
Control occurs (and for the prior Performance Year to the extent such Awards have not been granted
prior to the Change in Control):
E-26
(1) Eligible Employees below PSG 44 shall be entitled to receive an Award for such Performance
Year(s) in an amount that is not less than that Eligible Employees target Award, as may be
established from time-to-time by the Committee; provided that such Eligible Employee:
(A) Received an Award for the Performance Year for which the Award had been paid prior to the
Change in Control;
(B) Would have received such an Award but for his or her performance; and
(C) Is an otherwise similarly situated Eligible Employee, who shall be determined by the
independent organization appointed by the Committee pursuant to this Section V.(c) on the basis of
the Committees practices in the Performance Year for which the Committee last determined Awards.
Such Awards shall be prorated for the portion of the year the employee is an Eligible Employee
during the Performance Year.
Eligible Employees above PSG 43 shall be entitled to receive an Award, if any, for such
Performance Year(s) as determined by the independent organization appointed by the Committee
pursuant to Section IV.(e).
(2) All such Awards shall be vested upon grant.
(d) Effect of Mandatory Wage Controls. Notwithstanding anything in this Section V. to
the contrary, the Committee may cancel the payment of all or any part of an Award under the Plan if
the Committee determines that the payment of such Award or part thereof would violate any mandatory
wage controls in effect at the time payment would otherwise be made.
SECTION VI. PAYMENT OF AWARDS.
(a) Non-Deferred Awards. Non-deferred Awards shall be paid in the form of a cash lump
sum in the Payroll for which payment is scheduled by the Corporation, which in no event shall be
later than two and one-half (2 1/2) months following the end of the calendar year in which the
Committee makes the Award.
(b) Deferral of Awards. Deferral of Awards shall be determined under the terms of the
Chevron Corporation Deferred Compensation Plan for Chevron Employees II (or any successor plan),
its Rules, and in compliance with the requirements of Section 409A of the Code.
SECTION VII. ASSIGNABILITY.
Except as otherwise determined by the Committee, or a domestic relations order enforceable
under applicable law, a Participants Award or the interest, if any, of a Participants beneficiary
may not be assigned, either by voluntary or involuntary assignment or by operation of law,
including, but without limitation, garnishment, attachment or other creditors process and any act
in violation hereof shall be void.
E-27
SECTION VIII. FORFEITURE FOR MISCONDUCT.
Notwithstanding any other provision of the Plan to the contrary, if a Participant engages in
Misconduct, the Committee (or its delegate) may determine that:
(a) The Participant shall not receive any future Awards pursuant to the Plan; and
(b) The Corporation may demand repayment of any Award received after June 29, 2005 with
respect to a period after the date of the Participants Misconduct; provided that, following a
Change in Control, this Section VIII. shall apply only in the event of Misconduct as defined in
Section II.(q)(1) and (2) of the Plan.
(c) Any provision of this Section VIII. 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 Section VIII;
SECTION IX. AMENDMENT OF THE PLAN OR AWARDS.
The Board may, at any time, alter, amend or terminate the Plan, provided:
(a) Subject to Sections V.(b)(3) and (d), no amendment, suspension or termination of the Plan
nor any amendment, cancellation or modification of any Award outstanding under it that would
adversely affect the right of any Participant in an Award or grant previously made under the Plan
shall be effective without the written consent of the affected Participant except to the extent
necessary to comply with applicable law (including compliance with any provision of law concerning
favorable taxation); and
(b) No amendment, revision, suspension or discontinuation of the Plan (including any amendment
to this Section IX.) approved by the Board during the Benefit Protection Period under Change in
Control shall be valid or effective if such amendment, revision, suspension or discontinuation
would alter the provisions of this Section IX. or adversely affect an Award outstanding under the
Plan; provided, however, any amendment, revision, suspension or discontinuation may be effected,
even if so approved after the public announcement of the proposed transaction which effected, would
have constituted a Change in Control, if:
(1) The alteration, amendment or termination 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
(2) 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.
E-28
(3) Any alteration, amendment or termination of the Plan which is approved by the Board prior
to a Change in Control at the request of a third party who effectuates a Change in Control shall be
deemed to be an alteration, amendment or termination approved during the Benefit Protection Period.
SECTION X. GENERAL PROVISIONS.
(a) Participants Rights Unsecured. A Participant shall have no rights other than
those of a general creditor of the Corporation. Awards shall represent unfunded and unsecured
obligations against the general assets of the Corporation.
(b) Authority to Establish a Grantor Trust. The Committee is authorized in its sole
discretion to establish a grantor trust for the purpose of providing security for the payment of
Awards under the Plan; provided, however, that no Participant shall be considered to have a
beneficial ownership interest (or any other sort of interest) in any specific asset of the
Corporation or of its subsidiaries or affiliates as a result of the creation of such trust or the
transfer of funds or other property to such trust.
(c) Awards in Foreign Countries. The Committee shall have the authority to adopt such
modifications, procedures and sub-plans as may be necessary or desirable to comply with provisions
of the laws of foreign countries in which the Corporation may operate to assure the viability of
the benefits of Awards made to Participants employed in such countries and to meet the intent of
the Plan.
(d) Costs of the Plan. The costs and expenses of administering the Plan shall be
borne by the Corporation.
(e) Binding Effect of Plan. The Plan shall be binding upon and shall inure to the
benefit of the Corporation, its Successors or Assigns and the Corporation shall require any
Successor or Assign to expressly assume and agree to perform the Plan in the same manner and to the
same extent that the Corporation would be required to perform it if no such Succession or
Assignment had taken place.
(f) No Waiver of Breach. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of the Plan to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions of
conditions at the same or at any prior or subsequent time.
(g) No Right to Employment. Neither the Plan, its Rules, nor any Award granted under
the Plan shall be deemed to give any individual a right to remain employed by the Corporation. The
Corporation reserves the right to Terminate any Eligible Employee at any time and for any reason,
which right is hereby reserved.
(h) Choice of Law. The Plan shall be administered, construed and governed in
accordance with the Code, and the laws of the State of California, but without regard to its
conflict of law rules. Notwithstanding the foregoing, domestic relations orders and the Section
III.(q) definition of Misconduct shall be subject to the jurisdictions law that would otherwise be
applicable, but without regard to that particular jurisdictions conflict of laws rules.
E-29
(i) Severability. The provisions of the Plan shall be deemed severable and the
validity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.
SECTION XI. EXECUTION.
Approved by the Board at a meeting held on December 10, 2008 and effective
January 1, 2008 and executed pursuant to the Boards delegation.
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By
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/s/ Robert J. Eaton |
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Date |
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December 10, 2008 |
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E-30
exv10w3
Exhibit 10.3
LONG-TERM INCENTIVE PLAN OF CHEVRON CORPORATION
(Amended and Restated Effective January 1, 2009)
E-31
TABLE OF CONTENTS
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SECTION I. PURPOSE OF THE PLAN |
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E-35 |
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SECTION II. DEFINITIONS |
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E-35 |
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(a) Award |
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E-35 |
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(b) Benefit Protection Period |
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E-35 |
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(c) Board |
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E-35 |
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(d) Business in Competition |
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E-35 |
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(e) Change in Control |
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E-35 |
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(f) Code |
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E-35 |
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(g) Commission |
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E-36 |
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(h) Committee |
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E-36 |
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(i) Common Stock |
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E-36 |
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(j) Corporation |
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E-36 |
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(k) Corporation Confidential Information |
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E-36 |
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(l) Covered Employee |
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E-36 |
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(m) Director |
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E-36 |
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(n) Dividend Equivalent |
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E-37 |
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(o) Document |
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E-37 |
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(p) Eligible Employee |
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E-37 |
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(q) Exchange Act |
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E-37 |
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(r) Fair Market Value |
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E-37 |
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(s) Full Value Award |
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E-37 |
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(t) Grant Eligible Employee |
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E-37 |
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(u) Independent Director |
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E-37 |
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(v) Misconduct |
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E-37 |
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(w) Non-Employee Director |
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E-39 |
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(x) Non-Stock Award |
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E-39 |
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(y) Non-Stock Award Agreement |
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E-39 |
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(z) Optionee |
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E-39 |
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(aa) Other Share-Based Award |
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E-39 |
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(bb) Other Share-Based Award Agreement |
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E-39 |
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(cc) Outside Director |
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E-39 |
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(dd) Participant |
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E-39 |
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(ee) Payroll |
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E-39 |
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(ff) Performance Share |
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E-39 |
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(gg) Plan |
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E-39 |
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(hh) Restricted Stock |
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E-39 |
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(ii) Restricted Stock Agreement |
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E-39 |
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(jj) Restricted Stock Award |
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E-40 |
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(kk) Restricted Stock Unit |
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E-40 |
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(ll) Restriction Period |
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E-40 |
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(mm) Rule 16b-3 |
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E-40 |
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(nn) Rules |
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E-40 |
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(oo) Share |
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E-40 |
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E-32
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(pp) Stock Appreciation Right or SAR |
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E-40 |
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(qq) Stock Option |
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E-40 |
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(rr) Stock Option Agreement |
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E-40 |
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(ss) Subsidiary |
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E-40 |
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(tt) Stock Unit |
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E-40 |
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(uu) Successors or Assigns |
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E-40 |
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(vv) Termination, Terminated, or Terminate |
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E-40 |
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SECTION III. ADMINISTRATION |
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E-41 |
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(a) Composition of the Committee |
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E-41 |
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(b) Actions by the Committee |
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E-41 |
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(c) Powers of the Committee |
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E-41 |
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(d) Liability of Committee Members |
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E-42 |
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(e) Administration of the Plan Following a Change in Control |
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E-43 |
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SECTION IV. DURATION OF THE PLAN |
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E-43 |
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SECTION V. SHARES SUBJECT TO THE PLAN |
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E-43 |
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(a) Maximum Number of Shares |
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E-43 |
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(b) Accounting for Number of Shares |
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E-43 |
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(c) Source of Stock Issued Under the Plan |
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E-43 |
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SECTION VI. PERSONS ELIGIBLE FOR AWARDS |
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E-44 |
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SECTION VII. AGGREGATE LIMITS ON AWARDS |
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E-44 |
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(a) Stock Options, Stock Appreciation Rights, Restricted Stock and Other
Share-Based Awards |
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E-44 |
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(b) Non-stock Awards |
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E-44 |
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SECTION VIII. STOCK OPTIONS |
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E-44 |
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(a) Limitation to Non-Statutory Stock Options |
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E-44 |
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(b) Awards of Stock Options |
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E-44 |
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(c) Number of Shares |
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E-44 |
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(d) Exercise Price |
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E-44 |
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(e) Method of Payment |
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E-45 |
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(f) Term and Exercise of Stock Options; Non-Transferability of Stock Options |
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E-45 |
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(g) Termination of Employment |
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E-46 |
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(h) Rights as a Stockholder |
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E-46 |
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(i) Stock Appreciation Rights |
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E-46 |
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SECTION IX. RESTRICTED STOCK |
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E-46 |
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(a) Restricted Stock Awards |
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E-46 |
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(b) Terms, Conditions, and Restrictions |
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E-47 |
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(c) Limitations |
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E-47 |
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(d) Rights as a Stockholder |
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E-48 |
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(e) Recording of the Participants Interest |
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E-48 |
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E-33
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SECTION X. OTHER SHARE-BASED AWARDS |
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E-48 |
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(a) Grants |
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E-48 |
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(b) Terms, Conditions, and Restrictions |
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E-49 |
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(c) Limitations |
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E-50 |
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SECTION XI. NON-STOCK AWARDS |
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E-50 |
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(a) Grants |
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E-50 |
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(b) Terms and Conditions |
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E-50 |
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SECTION XII. RECAPITALIZATION |
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E-51 |
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SECTION XIII. FORFEITURE FOR MISCONDUCT |
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E-52 |
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SECTION XIV. SECURITIES LAW REQUIREMENTS |
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E-53 |
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SECTION XV. AMENDMENTS OF THE PLAN OR AWARDS |
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E-54 |
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(a) Amendment of the Plan |
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E-54 |
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(b) Amendments of Awards |
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E-54 |
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(c) Rights of Participant |
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E-54 |
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SECTION XVI. GENERAL PROVISIONS |
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E-55 |
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(a) Authority to Satisfy Obligations |
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E-55 |
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(b) Participants Stockholder Rights |
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E-55 |
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(c) Participants Rights Unsecured |
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E-55 |
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(d) Authority to Establish a Grantor Trust |
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E-55 |
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(e) No Obligation to Exercise Stock Option |
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E-55 |
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(f) Participants Beneficiary |
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E-55 |
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(g) Deferral Elections |
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E-55 |
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(h) Awards in Foreign Countries |
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E-55 |
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(i) Withholding Taxes |
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E-56 |
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(j) Other Corporation Benefit and Compensation Programs |
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E-56 |
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(k) Application of Funds |
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E-56 |
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(l) Costs of the Plan |
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E-56 |
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(m) Binding Effect of Plan |
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E-56 |
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(n) No Waiver of Breach |
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E-56 |
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(o) No Right to Employment |
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E-57 |
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(p) Choice of Law |
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E-57 |
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(q) Severability |
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E-57 |
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SECTION XVII. APPROVAL OF STOCKHOLDERS |
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E-57 |
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SECTION XVIII. EXECUTION |
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E-57 |
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E-34
LONG-TERM INCENTIVE PLAN OF CHEVRON CORPORATION
(Amended and Restated Effective January 1, 2009)
SECTION I. PURPOSE OF THE PLAN.
The purpose of the Long-Term Incentive Plan of Chevron Corporation (Plan) is to promote and
advance the interests of Chevron Corporation and its stockholders by strengthening the ability of
the Corporation to attract, motivate and retain managerial and other employees, and to strengthen
the mutuality of interests between such employees and the Corporations stockholders. The Plan was
originally adopted by the Board on January 24, 1990 and was approved by the stockholders of the
Corporation at the 1990 annual meeting of stockholders. The Plan replaced the Management
Contingent Incentive Plan. The Plan has been amended on various occasions. The Plan was amended
and restated by the Board effective January 28, 2004 and approved by the stockholders of the
Corporation at the 2004 annual meeting of stockholders. The Plan was further amended and restated
effective January 1, 2005 to comply with Section 409A of the Code. It was then amended and
restated effective December 7, 2005 and December 6, 2006. It is now amended and restated effective
January 1, 2009 in order to comply with the Internal Revenue Services final regulations under
Section 409A. This restatement of the Plan shall apply to all Awards made after December 31, 2008.
It shall also apply to earlier Awards (other than that of Stock Options, Stock Appreciation Rights,
and Restricted Stock) that will be distributed after December 31, 2008.
SECTION II. DEFINITIONS.
For purposes of the Plan, the following terms shall have the meanings set forth below:
(a) Award means a grant under the Plan of Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Other Share-Based Awards, or Non-Stock Awards.
(b) Benefit Protection Period means the period commencing on the date six months
prior to the public announcement of a proposed transaction which, when effected, is a Change in
Control and ending on the date which is two years after the date of a Change in Control.
(c) Board means the Board of Directors of the Corporation.
(d) Business in Competition means any person, organization or enterprise which is
engaged in or is about to be engaged in any line of business engaged in by the Corporation at such
time.
(e) Change in Control means a change in control of the Corporation as defined in
Article VI. of the bylaws of the Corporation, as such bylaws may be amended from time to time.
(f) Code means the Internal Revenue Code of 1986, as amended.
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(g) Commission means the federal Securities and Exchange Commission.
(h) Committee means the committee of the Board that it appoints to administer the
Plan. In the absence of specific action by the Board, the Board shall be deemed to have appointed
the Boards Management Compensation Committee.
(i) Common Stock means the $0.75 par value common stock of the Corporation or any
security of the Corporation identified by the Committee as having been issued in substitution,
exchange or lieu thereof.
(j) Corporation means Chevron Corporation, a Delaware corporation, or any Successors
or Assigns. Where the context shall permit, Corporation shall include the Subsidiaries of Chevron
Corporation.
(k) Corporation Confidential Information includes:
(1) Information embodied in inventions, discoveries and improvements, whether patentable or
unpatentable, including trade secrets;
(2) Geological and geophysical data and analyses thereof, well information, discoveries,
development initiatives, reserves, offshore bidding strategies, potential value of unleased
offshore acreage, exploration and other business strategies and investment plans, business methods,
current and planned technology, processes and practices relating to the existence of, exploration
for, or the development of oil, gas, or other potentially valuable raw material, product, mineral
or natural resource of any kind;
(3) Confidential personnel or Human Resources data;
(4) Customer lists, pricing, supplier lists, and Corporation processes;
(5) Any other information having present or potential commercial value; and
(6) Confidential information of any kind in possession of the Corporation, whether developed
for or by the Corporation (including information developed by the Participant), received from a
third party in confidence, or belonging to others and licensed or disclosed to the Corporation in
confidence for use in any aspect of its business and without regard to whether it is designated or
marked as such through use of such words as classified, confidential or restricted;
Provided, however, that Corporation Confidential Information shall not include any information
that is or becomes generally known through no wrongful act or omission of the Participant.
However, information shall not fail to be Corporation Confidential Information solely because it is
embraced by more general information available on a non-confidential basis.
(l) Covered Employee means a covered employee of the Corporation as defined in
Section 162(m) of the Code.
(m) Director means a member of the Board.
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(n) Dividend Equivalent means an amount equal to the dividends that would have been
payable with respect to Shares of Common Stock if the Participant held Shares rather than such
Restricted Stock Units.
(o) Document means any devices, records, data, notes, reports, abstracts, proposals,
lists, correspondence (including e-mails), specifications, drawings, blueprints, sketches,
materials, equipment, reproductions of any kind made from or about such documents or information
contained therein, recordings, or similar items.
(p) Eligible Employee means any individual who is an employee on the Payroll of the
Corporation.
(q) Exchange Act means the Securities Exchange Act of 1934, as amended from time to
time, or any successor statute.
(r) Fair Market Value of a Share as of a specified date means a price that is based
on the opening, closing, actual, high, low or average selling prices of Shares on the New York
Stock Exchange (or other established exchange or exchanges), on the applicable date, the preceding
trading day, the next succeeding trading day, or an average of trading days as determined by the
Committee in its discretion.
(s) Full Value Award means an Award other than in the form of a Stock Option or a
Stock Appreciation Right and which is settled by the issuance of Shares and which does not provide
for full payment in cash or property for such Shares by the Award recipient as determined under the
Rules.
(t) Grant Eligible Employee means an Eligible Employee that is employed (at the time
of an Award or grant) by the Corporation.
(u) Independent Director means a member of the Board that is independent of the
Corporation within the meaning of the rules of the New York Stock Exchange.
(v) Misconduct of a Participant means:
(1) 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 the Participant:
(A) Had knowledge of the material noncompliance or circumstances giving rise to such
noncompliance and willfully failed to take reasonable steps to bring it to the attention of
appropriate individuals within the Corporation; or
(B) Knowingly engaged in practices which materially contributed to the circumstances that
enabled such material noncompliance to occur;
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(2) A Participant commits an act of embezzlement, fraud or theft with respect to the property
of the Corporation, materially violates the Corporations conflict of interest policy, or breaches
his or her fiduciary duty to the Corporation;
(3) A Participant, while still employed by the Corporation:
(A) Willfully misappropriates or discloses to any person, firm or corporation any Corporation
Confidential Information, unless the Participant is expressly authorized by the Corporations
management to disclose such Corporation Confidential Information, pursuant to a written
non-disclosure agreement that sufficiently protects it;
(B) Directly or indirectly engages in, commences employment with, or materially renders
services, advice or assistance to any Business in Competition with the Corporation other than on
behalf of the Corporation;
(C) Induces or attempts to induce, directly or indirectly, any of the Corporations customers,
employees, representatives or consultants to terminate, discontinue or cease working with or for
the Corporation, or to breach any contract with the Corporation, in order to work with or for, or
enter into a contract with, the Participant or any third party other than when such action is taken
on behalf of the Corporation;
(4) A Participant willfully fails to promptly return all Documents and other tangible items
belonging to the Corporation that are in his or her possession or control upon termination of
employment, whether pursuant to retirement or otherwise;
(5) A Participant willfully commits an act which, under applicable law, constitutes the
misappropriation of a Corporation trade secret or otherwise violates the law of unfair competition
with respect to the Corporation; including, but not limited to, unlawfully:
(A) Using or disclosing Corporation Confidential Information; or
(B) Soliciting (or contributing to the soliciting of) the Corporations customers, employees,
representatives, or consultants to:
(i) Terminate, discontinue or cease working with or for the Corporation; or
(ii) To breach any contract with the Corporation, in order to work with or for, or enter into
a contract with, the Participant or any third party;
(6) A Participant willfully fails to inform any new employer of the Participants continuing
obligation to maintain the confidentiality of the trade secrets and other Corporation Confidential
Information obtained by the Participant during the term of his or her employment with the
Corporation;
The Committee shall determine in its sole discretion whether the Participant has engaged in
any of the acts set forth in subsections (1) through (6) above, and its determination shall be
conclusive and binding on all interested persons.
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(w) Non-Employee Director means a Director who is not an employee of the Corporation
as provided in Rule 16b-3.
(x) Non-Stock Award means an Award under the Plan, for which the amount, value and
denomination are not determined with reference to, or expressed in, Shares.
(y) Non-Stock Award Agreement means the agreement between the Corporation and the
recipient of a Non-Stock Award that contains the terms and conditions pertaining to the Non-Stock
Award.
(z) Optionee means an Eligible Employee who has received the grant of a Stock
Option. An Optionee shall also be a Participant.
(aa) Other Share-Based Award means an Award granted pursuant to Section X. of the
Plan.
(bb) Other Share-Based Award Agreement means the agreement between the Corporation
and the recipient of an Other Share-Based Award that contains the terms and conditions pertaining
to the Other Share-Based Award.
(cc) Outside Director means an outside director of the Board within the meaning of
Section 162(m) of the Code.
(dd) Participant means an Eligible Employee who is granted an Award under the Plan.
(ee) Payroll means the system used by the Corporation to pay those individuals it
regards as Corporation employees for their services and to withhold employment taxes from the
compensation it pays to such employees. Payroll does not include any system the Corporation
uses to pay individuals whom it does not regard as Corporation employees and for whom it does not
actually withhold employment taxes (including, but not limited to, individuals it regards as
independent contractors) for their services.
(ff) Performance Share means a unit granted by the Committee as described in Section
X. of the Plan.
(gg) Plan means the Long-Term Incentive Plan of Chevron Corporation, as amended from
time to time.
(hh) Restricted Stock means Shares granted pursuant to Section IX. of the Plan.
(ii) Restricted Stock Agreement means the agreement between the Corporation and the
recipient of Restricted Stock that contains the terms, conditions and restrictions pertaining to
such Restricted Stock.
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(jj) Restricted Stock Award means an Award granted pursuant to the provisions of
Section IX. of the Plan.
(kk) Restricted Stock Unit means a bookkeeping entry unit granted by the Committee
that is measurable with respect to Shares, and that is forfeitable and restricted as provided in
Section X. of the Plan.
(ll) Restriction Period means with respect to a Restricted Stock Share or a
Restricted Stock Unit, the period from grant until the earlier of the date that the restrictions
lapse or the Share or Unit is forfeited.
(mm) Rule 16b-3 means Rule 16b-3 promulgated by the Commission pursuant to the
Exchange Act, or any successor or replacement rule adopted by the Commission.
(nn) Rules means regulations and rules adopted from time to time by the Committee.
(oo) Share means one share of Common Stock, adjusted in accordance with Section XII.
(if applicable).
(pp) Stock Appreciation Right or SAR means a right to the payment of the
appreciation in Share price as described in Sections VIII. and X. of the Plan.
(qq) Stock Option means a non-statutory stock option granted pursuant to Section
VIII. of the Plan.
(rr) Stock Option Agreement means the agreement between the Corporation and the
Optionee that contains the terms and conditions pertaining to a Stock Option.
(ss) Subsidiary means any corporation or entity with respect to which the
Corporation, one or more Subsidiaries, or the Corporation together with one or more Subsidiaries,
owns not less than eighty percent (80%) of the total combined voting power of all classes of stock
entitled to vote, or not less than eighty percent (80%) of the total value of all shares of all
classes of stock.
(tt) Stock Unit means a bookkeeping entry unit granted by the Committee that is
measurable with respect to Shares as provided in Section X. of the Plan.
(uu) Successors or Assigns means a corporation or other entity acquiring all or
substantially all the assets and business of the Corporation (including the Plan) whether by
operation of law or otherwise, including any corporation or other entity effectuating a Change in
Control of the Corporation.
(vv) Termination, Terminated, or Terminate means that a Participants formal
employment relationship with the Corporation has ended, including by reason of death.
(1) A formal employment relationship with the Corporation cannot exist unless an individual is
on the Payroll.
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(2) A Participant shall be deemed to have Terminated upon the earlier of
(A) Twenty-nine (29) months after the commencement of long-term disability benefits under a
plan or program sponsored by the Corporation; or
(B) The
date the Participant either fails to qualify or no longer qualifies for such long-term
disability benefits, provided that he or she does not return to active employment with the
Corporation at that time.
SECTION III. ADMINISTRATION.
The Plan shall be administered by the Committee.
(a) Composition of the Committee.
(1) The Committee shall consist of not less than a sufficient number of Non-Employee Directors
so as to qualify the Committee to administer the Plan as contemplated by Rule 16b-3 and each of
whom shall be an Independent Director.
(2) The Board shall appoint one (1) of the members of the Committee as chair.
(3) If any Committee member does not qualify as an Outside Director, Awards under the Plan for
Covered Employees shall be administered by a subcommittee consisting of each Committee member who
qualifies as an Outside Director. If fewer than two (2) Committee members qualify as an Outside
Director, the Board shall appoint one (1) or more other members to such subcommittee who do qualify
as Outside Directors so that it shall at all times consist of at least two (2) members who qualify
as an Outside Director for purposes of Section 162(m) of the Code.
(4) The Board may, from time to time, remove members from, add members to, or fill vacancies
on the Committee. If fewer than two Committee members qualify as an Outside Director, the Board
shall appoint one (1) or more new members who so qualify and they shall be members of the
subcommittee described in Section III.(a)(3) so that at all times it consists of at least two (2)
members who qualify as Outside Directors.
(5) In the event that the Committee will not satisfy the requirements of Rule 16b-3, the Board
shall appoint another committee that shall satisfy such requirements.
(b) Actions by the Committee. The Committee shall hold meetings at such times and
places as it may determine. Acts approved by a majority of the members of the Committee present at
a meeting at which a quorum is present, or acts reduced to or approved in writing by a majority of
the members of the Committee, shall be the valid acts of the Committee.
(c) Powers of the Committee.
(1) The Committees authority includes the rights to:
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(A) Construe and interpret the Plan;
(B) Promulgate, amend, interpret, and rescind Rules relating to the implementation of the
Plan;
(C) Select which Grant Eligible Employees shall be granted Awards;
(D) Determine the number of Shares or Share equivalents to be subject to each Award;
(E) Determine the Award price, if any;
(F) Determine the vesting or duration of Awards;
(G) Determine other terms and conditions of Awards;
(H) Adopt procedures for the disposition of Awards in the event of a Participants divorce or
dissolution of marriage; and
(I) Make all other determinations necessary or advisable for the administration of the Plan.
(2) Notwithstanding Section III.(c)(1) of the Plan:
(A) No provision in the Plan referencing the Committees discretion shall be construed as
granting the Committee the authority to exercise discretion in a manner that is inconsistent with
the Plan; and
(B) Adoption of Rules by the Committee is an exercise of the Committees discretion. Once
adopted, the Committee may not exercise additional discretion that is inconsistent with the Rules
without amending the Rules.
(3) Subject to the requirements of applicable law, the Committee may designate other persons
to carry out its responsibilities and may prescribe such conditions and limitations as it may
determine in its sole discretion, except that the Committee may not delegate its authority with
regard to the selection for participation or the granting of Awards to persons subject to Section
16 of the Exchange Act.
(4) Any determination, decision or action of the Committee in connection with the
construction, interpretation, administration, or application of the Plan shall be final, conclusive
and binding upon all persons participating in the Plan and any person validly claiming under or
through persons participating in the Plan.
(d) Liability of Committee Members. No member of the Board or the Committee shall be
liable for any action or determination made in good faith by the Board or the Committee with
respect to the Plan or any Award under it.
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(e) Administration of the Plan Following a Change in Control. Within thirty (30) days
after the occurrence of a Change in Control, the Committee shall appoint an independent
organization which shall thereafter administer the Plan and have all of the powers and duties
formerly held and exercised by the Committee with respect to the Plan as provided in Section
III.(c). Upon such appointment, the Committee shall cease to have any responsibility with respect
to the administration of the Plan.
SECTION IV. DURATION OF THE PLAN.
The Plan shall terminate on the earlier of the date it is terminated by the Board or January
27, 2014.
SECTION V. SHARES SUBJECT TO THE PLAN.
(a) Maximum Number of Shares. Effective April 28, 2004 and with respect to April 28,
2004 and later grants, the maximum number of Shares which may be issued under the Plan shall be one
hundred sixty million (160,000,000) Shares; provided, however, that the maximum number of Shares
which may be issued under the Plan subject to Full Value Awards shall be sixty-four million
(64,000,000) Shares. The limitations set forth in this Section V.(a) have been adjusted and shall
be subject to adjustment as provided in Section XII. For Awards granted prior to April 28, 2004,
the maximum number of Shares for which Awards may be granted was set forth in the Plan prior to the
January 28, 2004 amendment and restatement.
(b) Accounting for Number of Shares.
(1) Shares covered by an Award shall only be counted against the limit set forth in Section
V.(a) as used to the extent that such Shares are actually issued;
(2) Any Shares related to Awards which terminate by expiration, forfeiture, cancellation or
otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are
exchanged, with the Committees permission, prior to the issuance of Shares, for Awards not
involving Shares, shall be available again for grant under the Plan;
(3) If the exercise price of any Stock Option granted under the Plan or the tax withholding
requirements with respect to any Award under the Plan are satisfied by tendering Shares to the
Corporation (either by attestation or actual delivery) or if a Stock Appreciation Right is
exercised, only the number of Shares issued, net of the Shares tendered, if any, shall be deemed
delivered for purposes of determining the maximum number of Shares available for issuance under the
Plan; and
(4) The maximum number of Shares available for issuance under the Plan under Section V.(a)
shall not be reduced to reflect any dividends or Dividend Equivalents that are reinvested into
additional Shares or credited with respect to any Award outstanding under the Plan.
(c) Source of Stock Issued Under the Plan. Common Stock issued under the Plan may be
either authorized and unissued Shares or issued Shares that have been reacquired by the
Corporation, as determined in the sole discretion of the Committee. No fractional Shares of
Common Stock shall be issued under the Plan.
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SECTION VI. PERSONS ELIGIBLE FOR AWARDS.
Grant Eligible Employees (including officers, whether or not they are directors) are eligible
to receive Awards under the Plan within the sole discretion of the Committee. In its sole
discretion, the Committee may award a Grant Eligible Employee more than one Award, including Awards
of the same type.
SECTION VII. AGGREGATE LIMITS ON AWARDS.
The following aggregate limits shall apply to grants of Awards under the Plan:
(a) Stock Options, Stock Appreciation Rights, Restricted Stock and Other Share-Based
Awards. The aggregate number of Shares that may be granted in the form of Stock Options, Stock
Appreciation Rights, Restricted Stock and Other Share-Based Awards in any one calendar year to any
Participant shall not exceed four million (4,000,000) Shares. This limitation shall be subject to
adjustment as provided in Section XII.
(b) Non-stock Awards. The value of all Non-Stock Awards granted in any single
calendar year to any Participant shall not exceed $4,000,000. For this purpose, the value of a
Non-Stock Award shall be determined on the grant date without regard to any conditions imposed on
the Non-Stock Award.
SECTION VIII. STOCK OPTIONS.
(a) Limitation to Non-Statutory Stock Options. All Stock Options granted under the
Plan shall be in the form of non-statutory stock options, i.e. options that are not incentive stock
options within the meaning of Section 422 of the Code. All Stock Options shall be subject to the
following terms and conditions and shall contain such additional terms and conditions as the
Committee shall determine in its sole discretion.
(b) Awards of Stock Options. The Committee shall have authority in its sole
discretion to determine the Grant Eligible Employees to whom and the time or times at which grants
of Stock Options shall be made. The terms of each Stock Option shall be set forth in a Stock
Option Agreement, including, without limitation, restrictions upon the exercise of the Stock Option
or restrictions on the transferability of Shares issued upon the exercise of a Stock Option, as the
Committee shall determine in its sole discretion. Stock Options may be granted alone, in addition
to, or in tandem with other Awards under the Plan.
(c) Number of Shares. Each Stock Option Agreement shall state the number of Shares to
which the Stock Option Agreement pertains and shall provide for the adjustment thereof in
accordance with the provisions of Section XII. No fractional Shares shall be issued pursuant to
the exercise of a Stock Option.
(d) Exercise Price. Each Stock Option Agreement shall state the exercise price per
Share, which shall be determined by the Committee in its sole discretion; provided, however,
that the exercise price shall never be less than one hundred percent (100%) of the Shares
Fair Market Value on the grant date.
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(e) Method of Payment. A Stock Option may be exercised, in whole or in part, by
giving notice of exercise in the manner prescribed by the Corporation specifying the number of
Shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price
in cash or, if acceptable to the Committee in its sole discretion:
(1) In Shares already owned by the Participant (including, without limitation, by attestation
to the ownership of such Shares);
(2) By the withholding and surrender of the Shares subject to the Stock Option;
(3) By delivery (on a form prescribed by the Committee) of an irrevocable direction to a
securities broker approved by the Committee to sell Shares and to deliver all or part of the sales
proceeds to the Corporation in payment of all or part of the purchase price and any withholding
taxes; or
(4) In any other form acceptable to the Committee that is consistent with applicable law.
(f) Term and Exercise of Stock Options; Non-Transferability of Stock Options.
(1) Each Stock Option Agreement shall state the time or times when the Stock Options become
exercisable and the time or times when any Stock Appreciation Right granted with it may be
exercised, which shall be determined by the Committee in its sole discretion subject to the
following:
(A) No Stock Option shall be exercisable before the completion of a specified period of
continued employment with the Corporation after the date the Stock Option is granted (except upon a
Change in Control where the Participant qualifies for severance pay under a Change in Control
severance pay program maintained by the Corporation).
(B) No Stock Option shall be exercisable for more than ten (10) years from the date it is
granted.
(2) Except as determined by the Committee in its sole discretion, the Participant shall not be
permitted to sell, transfer, pledge, assign or encumber Stock Options during the lifetime of the
Optionee. Notwithstanding the foregoing, any Stock Option may be transferred or assigned:
(A) After the Optionees death to his or her beneficiary designated pursuant to procedures
adopted by the Committee; and
(B) Pursuant to a domestic relations order enforceable under applicable law.
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(g) Termination of Employment. The Rules and/or individual Stock Option Agreement
shall set forth the extent to which the Optionee shall have the right to exercise the Stock Option
following Termination. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Stock Options issued pursuant to the Plan, and may reflect
distinctions based on the reasons for Termination.
(h) Rights as a Stockholder. An Optionee or a transferee of an Optionee shall have no
rights as a stockholder with respect to any Shares covered by his or her Stock Option until the
date such interest is recorded as a book entry on the records of the Corporation. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to the date such
interest is recorded as a book entry in the records of the Corporation. Stock Options are subject
to adjustment as provided in Section XII.
(i) Stock Appreciation Rights. In connection with the grant of any Stock Option
pursuant to the Plan, the Committee, in its sole discretion, may also grant a Stock Appreciation
Right pursuant to which the Optionee shall have the right to surrender all or part of the
unexercised portion of such Stock Option, exercise the Stock Appreciation Right, and thereby obtain
payment of an amount equal to (or less than, if the Committee shall so determine in its sole
discretion at the time of grant) the difference obtained by subtracting the aggregate exercise
price of the Shares subject to the Stock Option (or the portion thereof) so surrendered from the
market price (as determined under the Rules) of such Shares on the date of such surrender. The
exercise of such Stock Appreciation Right shall be subject to such limitations (including, but not
limited to, limitations as to time and amount) as the Committee shall determine in its sole
discretion. The payment for Stock Appreciation Rights may be made in Shares (determined with
reference to its Fair Market Value on the date of exercise), or in cash, or partly in cash and in
Shares, as determined in the sole discretion of the Committee. In the event of the exercise of a
Stock Appreciation Right, the underlying Stock Option shall be deemed to have been exercised for
all purposes under the Plan, including Section V. Stock Appreciation Rights are subject to
adjustment as provided in Section XII.
SECTION IX. RESTRICTED STOCK.
(a) Restricted Stock Awards. The Committee shall have authority in its sole
discretion to determine the Grant Eligible Employees to whom, and the time or times at which,
grants of Restricted Stock shall be made; the number of Shares of Restricted Stock to be awarded;
the price (if any) to be paid by the recipient of Restricted Stock; the time or times within which
such Awards may be subject to forfeiture; the time or times when restrictions shall lapse; and all
other terms and conditions of the Awards.
(1) For any Restricted Stock Award, the Corporation shall receive consideration in an amount
at least equal to any amount required to be received by the Corporation under Delaware law for the
valid issuance of fully paid and non-assessable stock.
(2) The Committee may condition the grant of a Restricted Stock Award upon the attainment of
specified performance goals (such as earnings per share, total shareholder
return, return on capital employed, operating margin, operating expense, or cash flow) or such
other factors as the Committee may determine in its sole discretion.
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(3) Restricted Stock Awards may be granted alone, in addition to, or in tandem with, other
Awards under the Plan.
(4) Each Participant receiving a Restricted Stock Award shall have his or her interest in the
Restricted Stock recorded as a book entry on the records of the Corporation, subject to adjustment
as provided in Section XII.
(b) Terms, Conditions, and Restrictions. The terms of each Restricted Stock Award
shall be set forth within the sole discretion of the Committee in the Restricted Stock Agreement.
(1) The Committee shall specify the terms, conditions and restrictions applicable to Shares of
Restricted Stock.
(2) These terms, conditions and restrictions must include continued employment with the
Corporation for a specified period of time following the grant date, provided that they may also
provide for the lapse of such restrictions upon Termination or taxation (other than through an
election under Section 83(b) of the Code or similar provision) prior to the completion of a
specified period or the attainment of designated performance objectives.
(A) With respect to the Restricted Stock during the Restriction Period; the Committee may
provide for the lapse of any such term, condition or restriction in installments and may accelerate
or waive such term, condition or restriction, in whole or in part, based on service, performance,
and/or such other factors or criteria as the Committee may determine in its sole discretion.
(B) Except as provided by the Committee, the Participant shall not be permitted to sell,
transfer, pledge, assign or encumber Restricted Stock awarded under the Plan during the Restriction
Period. Notwithstanding the foregoing, any Restricted Stock may be transferred:
(i) After the Participants death to his or her beneficiary designated pursuant to procedures
adopted by the Committee; or
(ii) Pursuant to a domestic relations order enforceable under applicable law.
(c) Limitations. Notwithstanding Section IX.(b)(1);
(1) With the exception for a sum of Restricted Stock and Restricted Stock Units counted
pursuant to Section V.(b) against Shares authorized for issuance up to a maximum of five percent
(5%) of the total Shares authorized under Section V.(a),
(A) The restrictions on Restricted Stock may not lapse more rapidly than pro rata on an annual
basis over a three (3) year period; and
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(B) Any Awards of Restricted Stock which vest upon the attainment of performance goals shall
provide for a performance period of no less than twelve (12) months.
(2) The Restricted Stock may be forfeited as provided in Section XIII.
(d) Rights as a Stockholder. Except as otherwise inconsistent with the provisions of
this Section IX.:
(1) The Participant shall have all of the rights of a stockholder of the Corporation with
respect to the Shares of Restricted Stock, including the right to vote the Shares and the right to
receive any cash or stock dividends; and
(2) Payment of cash dividends shall be made at a time consistent with that of other
shareholders, except that payment shall not be later than two and one-half (2 1/2) months after the
record date. Cash dividends may not be deferred.
(e) Recording of the Participants Interest. If and when the Restriction Period
applicable to Shares of Restricted Stock expires without a prior forfeiture of the Restricted
Stock, an appropriate book entry recording the Participants interest in the unrestricted Shares
shall be entered on the records of the Company, subject to adjustment as provided in Section XII.
SECTION X. OTHER SHARE-BASED AWARDS.
(a) Grants.
(1) Other Share-Based Awards may include, but are not limited to:
(A) Performance Shares;
(B) Stock Units;
(C) Restricted Stock Units;
(D) Stock Appreciation Rights not granted in connection with the grant of Stock Options
pursuant to Section VIII.;
(E) Dividend Equivalents;
(F) The grant of Shares conditioned upon
(i) Some specified event; or
(ii) The lapse of restrictions on Restricted Stock;
(G) The payment of cash based upon the performance of the Shares; or
(H) The grant of securities convertible into Shares.
(2) The Committee shall have sole discretion to determine:
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(A) The Grant Eligible Employees to whom to grant Other Share-Based Awards;
(B) When to grant Other Share-Based Awards;
(C) The number of Shares or other securities, if any, to be granted pursuant to Other
Share-Based Awards; and
(D) All other conditions of the Other Share-Based Awards, including, without limitation,
whether Stock Appreciation Rights not granted in connection with the grant of any Stock Option
shall be settled in cash or in Shares.
(b) Terms, Conditions, and Restrictions. The terms of each Other Share-Based Award
shall be set forth in the Other Share-Based Award Agreement. Such terms shall be within the sole
discretion of the Committee.
(1) The Committee shall specify the terms, conditions and restrictions governing the vesting,
forfeiture or lapse of restrictions for the Other Share-Based Awards.
(A) These terms, conditions and restrictions must include continued employment with the
Corporation for a specified period of time (as determined under the Rules) following the grant
date; but may also provide for vesting upon Termination prior to the completion of a specified
period or the attainment of designated performance objectives.
(B) The Committee may provide for the lapse of any such term, condition or restriction in
installments and may accelerate or waive such term, condition or restriction in whole or in part;
based on service, performance, and/or such other factors or criteria as the Committee may determine
in its sole discretion.
(C) The Committee may condition the grant of an Other Share-Based Award upon the attainment of
specified performance goals (such as earnings per share, total shareholder return, return on
capital employed, operating margin, operating expense or cash flow) or such other factors as the
Committee may determine, in its sole discretion.
(2) In making an Other Share-Based Award, the Committee may determine that a Participant shall
be entitled to receive (currently or on a deferred basis) interest, dividends, or Dividend
Equivalents with respect to the Shares or other securities covered by the Award; and the Committee
may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares
or otherwise reinvested.
(3) Except as otherwise provided in the Rules or in an Other Share-Based Award Agreement, any
Other Share-Based Award may not be sold, assigned, transferred, pledged or otherwise encumbered
prior to the date on which the Shares are issued or the Award becomes payable, or, if later, the
date on which any applicable restriction, performance or deferral period expires or lapses.
Notwithstanding the foregoing, Other Share Based Awards may be transferred:
E-49
(A) After the Participants death, to his or her beneficiary designated pursuant to procedures
adopted by the Committee; and
(B) Pursuant to a domestic relations order enforceable under applicable law.
(4) The Rules or Other Share-Based Award Agreement shall contain provisions dealing with the
disposition of such Award in the event of a termination of the Participants employment prior to
the exercise, realization or payment of such Award.
(c) Limitations. Notwithstanding Section X.(b)(1):
(1) With the exception for a sum of Restricted Stock and Restricted Stock Units counted
pursuant to Section V.(b) against Shares authorized for issuance up to a maximum of five percent
(5%) of the total Shares authorized under Section V.(a),
(A) The restrictions on Restricted Stock Units may not lapse more rapidly than pro rata on an
annual basis over a three (3) year period; and
(B) Any Awards of Restricted Stock Units which vest upon the attainment of performance goals
shall provide for a performance period of no less than twelve (12) months.
(2) The Other Share-Based Award may be forfeited as provided in Section XIII.
SECTION XI. NON-STOCK AWARDS.
(a) Grants.
(1) Non-Stock Awards may be granted to Grant Eligible Employees either alone or in addition to
or in conjunction with other Awards under the Plan. Awards under this Section XI. may take any
form that the Committee shall determine in its sole discretion.
(2) The Committee shall have sole and complete authority to determine the Grant Eligible
Employees to whom and the time or times at which Non-Stock Awards shall be made, the amount of any
Non-Stock Award and all other conditions of the Non-Stock Awards. The Committee may condition the
grant of a Non-Stock Award upon the attainment of specified performance goals (such as earnings per
share, total shareholder return, return on capital employed, operating margin, operating expense or
cash flow) or such other factors as the Committee may determine, in its sole discretion.
(b) Terms and Conditions.
(1) The
terms of any Non-Stock Award shall be set forth in a Non-Stock Award Agreement between
the Corporation and the Eligible Employee, which shall contain provisions:
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(A) Dealing with the disposition of such Award in the event of a Termination prior to the
exercise, realization or payment of such Award; and
(B) Such other provisions as the Committee determines to be necessary or appropriate within
its sole discretion.
(2) Non-Stock Awards may not be sold, assigned, transferred, pledged or otherwise encumbered
prior to the date on which the Award becomes payable, or, if later, the date on which the
requirements of any applicable restriction, condition, performance goal or deferral period is met
or lapses. Notwithstanding the foregoing, Non-Stock Awards may be transferred:
(i) As otherwise provided in the Non-Stock Award Agreement;
(ii) After the Participants death, to his or her beneficiary designated pursuant to
procedures adopted by the Committee; and
(iii) Pursuant to a domestic relations order enforceable under applicable law.
(3) Notwithstanding any provision of this Section XI, Non-Stock Awards may be forfeited as
provided in Section XIII.
SECTION XII. RECAPITALIZATION.
(a) Subject to any required action by the stockholders, the number of Shares covered by the
Plan as provided in Section V., the maximum number of Shares that may be granted to any one
individual in any calendar year as provided in Section VII., the number of Shares covered by or
referred to in each outstanding Award (other than an Award of Restricted Stock that is outstanding
at the time of the event described in this paragraph), and the Exercise Price of each outstanding
Stock Option and any price required to be paid for Restricted Stock not yet outstanding at the time
of the event described in this paragraph or Other Share-Based Award shall be proportionately
adjusted for:
(1) Any increase or decrease in the number of issued Shares resulting from a subdivision or
consolidation of Shares;
(2) The payment of a stock dividend (but only of Common Stock) or any other increase or
decrease in the number of such Shares effected without receipt of consideration by the Corporation;
or
(3) The declaration of a dividend payable in cash that has a material effect on the price of
issued Shares.
(b) Subject to any required action by the stockholders, if the Corporation is the surviving
corporation in any merger, consolidation or other reorganization, each outstanding Award (other
than an Award of Restricted Stock that is outstanding at such time) shall pertain
and apply to the securities to which a holder of the number of Shares subject to the Award
would have been entitled.
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(c) In the event of a dissolution or liquidation of the corporation or a merger, consolidation
or other reorganization in which the Corporation is not the surviving corporation, each outstanding
Stock Option, each unvested Restricted Stock Award or Other Share-Based Award and each Non-Stock
Award shall be assumed by the surviving corporation and each Stock Option, unvested Restricted
Stock Award and Other Share-Based Award shall pertain to a comparable number of shares in the
surviving corporation, unless the terms of the agreement of merger, consolidation or reorganization
call for the full vesting and cash out of such Awards.
(d) In the event of a change in the Common Stock, which is limited to a change of all of the
Corporations authorized shares with par value into the same number of shares with a different par
value or without par value, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.
(e) The Committee shall make equitable adjustments in the number of Shares covered by the Plan
and the price or other value of any outstanding Awards in the event of a spin-off or other
distribution (other than normal cash dividends) of Corporation assets to stockholders.
(f) To the extent that the foregoing adjustments relate to stock or securities of the
Corporation, such adjustments shall be made by the Committee, and the action in that respect shall
be final, binding and conclusive.
(g) Except as expressly provided in this Section XII., a Participant shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of stock of any class or
by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock
of another corporation, and any issuance by the Corporation of shares of stock of any class or
securities convertible into shares of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of Shares subject to the Stock
Option.
(h) The grant of an Award pursuant to the Plan shall not affect in any way the right or power
of the Corporation to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.
(i) The Committee shall prescribe rules governing the adjustment of the number of shares
covered by the Plan as provided in Section V. and of Awards outstanding under the Plan in the event
that the preferred stock purchase rights issued pursuant to the Corporations stockholder rights
plan or any successor rights plan detach from the Common Stock and become exercisable.
SECTION XIII. FORFEITURE FOR MISCONDUCT.
(a) Notwithstanding any other provision of this Plan to the contrary, if a Participant engages
in Misconduct the Committee (or its delegate) may:
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(1) Rescind the exercise of any Stock Option granted on or after June 29, 2005 and exercised
on or after the date the Participants Misconduct occurred and cancel all Awards granted on or
after June 29, 2005 and outstanding on the date of discovery of the Participants Misconduct; and
(2) Demand that the Participant repay any cash distributed to the Participant in respect of
any Award granted on or after June 29, 2005 or pay over to the Corporation the proceeds (less the
Participants purchase price, if any) received by the Participant upon the sale, transfer or other
transaction involving the Shares acquired upon the exercise of any Stock Option granted on or after
June 29, 2005 and exercised on or after the date the Participants Misconduct occurred or upon the
vesting of any Award granted on or after June 29, 2005 and vested after the date of the
Participants Misconduct, in such manner and on such terms and conditions as may be required, and,
without limiting any other remedy the Corporation or its affiliates may have, the Corporation shall
be entitled to set-off against the amount of any such proceeds any amount owed the Participant by
the Corporation or its affiliates to the fullest extent permitted by law;
Provided that, following a Change in Control, this Section XIII. shall apply only in the event
of Misconduct as defined in Section II.(v)(1) and (2) of the Plan.
(b) Notwithstanding any other provision of the Plan to the contrary, until any Award that does
not constitute non-qualified deferred compensation within the meaning of Section 409A of the Code
is delivered or distributed, such Award is subject to forfeiture if the Participant is indebted to
the Corporation at the time when the Award becomes payable or distributable. In such case, such
Award (to the extent that the amount thereof does not exceed such indebtedness determined as of the
date payment is scheduled to be made) shall be forfeited and the Participants indebtedness to the
Corporation shall be extinguished to the extent of such forfeiture.
(c) Any provision of this Section XIII. 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 Section XIII.
SECTION XIV. SECURITIES LAW REQUIREMENTS.
No Shares shall be issued and no Stock Options shall become exercisable pursuant to the Plan
unless and until the Corporation has determined that:
(a) It and the Participant have taken all actions required to register the Shares under the
Securities Act of 1933, as amended, or perfect an exemption from the registration requirements
thereof;
(b) Any applicable listing requirement of any stock exchange on which the Common Stock is
listed has been satisfied; and
(c) Any other applicable provision of state or federal law has been satisfied.
E-53
SECTION XV. AMENDMENTS OF THE PLAN OR AWARDS.
(a) Amendment of the Plan. The Board may, at any time, alter, amend or terminate the
Plan; provided:
(1) The Board may, insofar as permitted by law, from time to time, with respect to any Shares
at the time not already subject to Awards, suspend or discontinue the Plan or revise or amend it in
any respect whatsoever. However, unless the Board specifically otherwise provides, any revision or
amendment that would cause the Plan to fail to comply with Rule 16b-3 or any other requirement of
applicable law or regulation if such amendment were not approved by the holders of the Common Stock
of the Corporation shall not be effective unless and until the approval of the holders of Common
Stock of the Corporation is obtained.
(2) No amendment, revision, suspension or discontinuation of the Plan (including any amendment
to this Section XV.) approved by the Board during the Benefit Protection Period under Change in
Control shall be valid or effective if such amendment, revision, suspension or discontinuation
would alter the provisions of this Section XV. or adversely affect an Award outstanding under the
Plan; provided, however, any amendment, revision, suspension or discontinuation may be effected,
even if so approved after the public announcement of the proposed transaction which effected, would
have constituted a Change in Control, if:
(A) The amendment or revision 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
(B) Within a period of six (6) 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.
(3) Any amendment, revision, suspension or discontinuation of the Plan which is approved by
the Board prior to a Change in Control at the request of a third party who effectuates a Change in
Control shall be deemed to be an amendment, revision, suspension or discontinuation of the Plan so
approved during the Benefit Protection Period.
(b) Amendments of Awards. Subject to the terms of the Plan, the Committee may amend,
cancel, modify, extend or renew outstanding Awards granted under the Plan; provided, however, that
the post-Termination exercise of an outstanding Stock Option shall not be extended to a date later
than the date the Stock Option is originally scheduled to expire. Notwithstanding the foregoing,
no Stock Option or, as applicable, any other Award shall be repriced under this Plan.
(c) Rights of Participant. Notwithstanding any other provision of this Section XV.,
no amendment, suspension or termination of the Plan nor any amendment, cancellation or modification
of any Award outstanding under it that would adversely affect the right of any Participant in an
Award previously granted under the Plan shall be effective without the written
consent of the affected Participant except to the extent necessary to comply with applicable
law (including compliance with any provision of law concerning favorable taxation).
E-54
SECTION XVI. GENERAL PROVISIONS.
(a) Authority to Satisfy Obligations. The Committee shall have the authority to grant
Awards as an alternative to or as the form of payment for grants or rights earned or due under
other compensation plans or arrangements of the Corporation, including, without limitation, any
plans or arrangements of any employer acquired by the Corporation.
(b) Participants Stockholder Rights. A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Shares covered by his or her
Award prior to the date such interest is recorded as a book entry on the records of the
Corporation. No adjustment shall be made for cash dividends or other rights for which the record
date is prior to the date when such interest is recorded.
(c) Participants Rights Unsecured. A holder of an Other Share-Based Award or a
Non-Stock Award shall have no rights other than those of a general creditor of the Corporation.
Other Share-Based Awards and Non-Stock Awards shall represent unfunded and unsecured obligations
against the general assets of the Corporation, subject to the terms and conditions of the
applicable Other Share-Based Award Agreement and of the Non-Stock Award Agreement.
(d) Authority to Establish a Grantor Trust. The Committee is authorized in its sole
discretion to establish a grantor trust for the purpose of providing security for the payment of
Awards under the Plan; provided, however, that no Participant shall be considered to have a
beneficial ownership interest (or any other sort of interest) in any specific asset of the
Corporation as a result of the creation of such trust or the transfer of funds or other property to
such trust.
(e) No Obligation to Exercise Stock Option. The granting of a Stock Option shall
impose no obligation upon the Optionee to exercise such Stock Option.
(f) Participants Beneficiary. The Rules may provide that in the case of an Award
that is not forfeitable by its terms upon the death of the Participant, the Participant may
designate a beneficiary with respect to such Award in the event of death of a Participant.
(g) Deferral Elections. Grants under the Plan other than Stock Options and Stock
Appreciation Rights may be deferred, if so provided in the Award agreement, to the extent permitted
under the terms of the Chevron Corporation Deferred Compensation Plan for Management Employees II
(or any successor plan) and in compliance with the requirements of Section 409A of the Code.
(h) Awards in Foreign Countries. The Committee shall have the authority to adopt such
modifications, procedures and sub plans as may be necessary or desirable to comply with provisions
of the laws of foreign countries in which the Corporation may operate to assure the viability of
the benefits of Awards made to Participants employed in such countries and to meet the intent of
the Plan.
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(i) Withholding Taxes.
(1) General. To the extent required by applicable federal, state, local or foreign
law, the recipient of any payment or distribution under the Plan shall make arrangements
satisfactory to the Corporation for the satisfaction of any withholding tax obligations that arise
by reason of such payment or distribution. The Corporation shall not be required to make such
payment or distribution until such obligations are satisfied.
(2) Stock Withholding. The Committee in its sole discretion may permit a Participant
to satisfy all or part of his or her withholding tax obligations incident to the exercise of a
Stock Option or the vesting of Restricted Stock by having the Corporation withhold a portion of the
Shares that otherwise would be issued to him or her. The payment of withholding taxes by
surrendering Shares to the Corporation, if permitted by the Committee, shall be subject to such
restrictions as the Committee may impose, including any restrictions required by rules of the
Commission.
(j) Other Corporation Benefit and Compensation Programs. Payments and other benefits
received by a Participant under the Plan shall not be deemed a part of a Participants regular,
recurring compensation for purposes of the termination indemnity or severance pay law of any
country, state or political subdivision thereof and shall not be included in, nor have any effect
on, the determination of benefits under any other employee benefit plan or similar arrangement
provided by the Corporation unless expressly so provided by such other plan or arrangement, or
except where the Committee expressly determines that inclusion of an Award or portion of an Award
is necessary to accurately reflect competitive compensation practices or to recognize that an Award
has been made in lieu of a portion of competitive annual cash compensation. Awards under the Plan
may be made in combination with or in tandem with, or as alternatives to, grants, awards or
payments under any Corporation plans. The Plan notwithstanding, the Corporation may adopt such
other compensation programs and additional compensation arrangements as it deems necessary to
attract, retain and reward Eligible Employees for their service with the Corporation.
(k) Application of Funds. The proceeds received by the Corporation from the sale of
Common Stock pursuant to the exercise of a Stock Option or the grant of Restricted Stock shall be
used for general corporate purposes.
(l) Costs of the Plan. The costs and expenses of administering the Plan shall be
borne by the Corporation.
(m) Binding Effect of Plan. The Plan shall be binding upon and shall inure to the
benefit of the Corporation, its Successors or Assigns and the Corporation shall require any
Successor or Assign to expressly assume and agree to perform the Plan in the same manner and to the
same extent that the Corporation would be required to perform it if no such Succession or
Assignment had taken place.
(n) No Waiver of Breach. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of the Plan to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions of
conditions at the same or at any prior or subsequent time.
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(o) No Right to Employment. Neither the Plan, the Rules, or any Award granted under
the Plan shall be deemed to give any employee any right to remain in the employ of the Corporation
or to impair the Corporations right to Terminate any employee at any time, with or without cause,
which right is hereby reserved.
(p) Choice of Law. The Plan shall be administered, construed and governed in
accordance with the Code, and the laws of the State of California, but without regard to its
conflict of law rules. Notwithstanding the foregoing, domestic relations orders and the Section
II.(v) definition of Misconduct shall be subject to the jurisdictions law that would otherwise be
applicable, but without regard to that particular jurisdictions conflict of laws rules.
(q) Severability. The provisions of the Plan shall be deemed severable and the
validity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.
SECTION XVII. APPROVAL OF STOCKHOLDERS.
Material amendments to the Plan shall be subject to approval by affirmative vote of the
stockholders of the Corporation in accordance with applicable law and the listing requirements of
the New York Stock Exchange.
SECTION XVIII. EXECUTION.
Approved by the Board at a meeting held on December 10, 2008 and effective January 1,
2009 and executed pursuant to the Boards delegation.
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By
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/s/ Robert J. Eaton |
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Date |
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December 10, 2008 |
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exv10w5
Exhibit 10.5
CHEVRON CORPORATION DEFERRED COMPENSATION PLAN
FOR MANAGEMENT EMPLOYEES II
(Amended and Restated Effective January 1, 2009)
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TABLE OF CONTENTS
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SECTION I. ESTABLISHMENT AND PURPOSE |
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SECTION II. DEFINITIONS |
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(a) Account |
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(b) Board |
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(c) Business in Competition |
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(d) Change in Control |
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(e) Chevron Incentive Plan |
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(f) Code |
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(g) Commission |
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(h) Committee |
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(i) Common Stock |
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(j) Corporation |
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(k) Corporation Confidential Information |
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(l) Covered Employee |
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(m) Director |
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(n) Document |
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(o) Eligible Employee |
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(p) ERISA |
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(q) Exchange Act |
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(r) Independent Director |
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(s) Long-Term Incentive Plan |
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(t) Misconduct |
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(u) Non-Employee Director |
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(v) Outside Director |
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(w) Participant |
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(x) Payroll |
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(y) Plan |
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(z) Plan Year |
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(aa) Prior Plan |
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(bb) Rule 16b-3 |
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(cc) Rules |
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(dd) Subsidiary |
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(ee) Successors or Assigns |
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SECTION III. ADMINISTRATION |
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(a) Composition of the Committee |
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(b) Actions by the Committee |
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(c) Powers of the Committee |
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(d) Liability of Committee Members |
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(e) Administration of the Plan Following a Change in Control |
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SECTION IV. ASSIGNMENT OR TRANSFER OF ACCOUNT |
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SECTION V. RECAPITALIZATION |
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SECTION VI. SECURITIES LAW REQUIREMENTS |
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SECTION VII. FORFEITURE FOR MISCONDUCT |
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SECTION VIII. AMENDMENT OR TERMINATION OF THE PLAN |
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(a) Right to Alter, Amend, or Terminate the Plan |
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(b) Rights of Participant |
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(c) Effect on Other Plans |
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(d) Corporation Dissolution or Bankruptcy |
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SECTION IX. GENERAL PROVISIONS |
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(a) Participants Rights Unsecured |
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(b) Authority to Establish a Grantor Trust |
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(c) Other Benefit Plans |
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(d) Participants Beneficiary |
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(e) Costs of the Plan |
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(f) Binding Effect of Plan |
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(g) No Waiver of Breach |
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(h) No Right to Employment |
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(i) Choice of Law |
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(j) Severability |
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SECTION X. EXECUTION |
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E-60
CHEVRON CORPORATION DEFERRED COMPENSATION PLAN
FOR MANAGEMENT EMPLOYEES II
(Amended and Restated Effective January 1, 2009)
SECTION I. ESTABLISHMENT AND PURPOSE.
(a) The Chevron Corporation Deferred Compensation Plan for Management Employees II (Plan) is
effective January 1, 2005 and is the successor plan to the Corporations Deferred Compensation Plan
for Management Employees (formerly the Salary Deferral Plan for Management Employees) (the Prior
Plan). Effective December 31, 2004, the Prior Plan was frozen and no new contributions shall be
made to it; provided, however, that any deferrals of compensation under the Prior Plan that were
earned and vested prior to January 1, 2005 shall continue to be governed by the terms and
conditions of the Prior Plan as in effect on December 31, 2004 or on the date of any later
amendment, provided that such amendment is not a material modification of the Prior Plan under
Section 409A of the Code and the regulations promulgated thereunder. However, any deferrals of
compensation that had been made under the Prior Plan that were not earned and vested prior to
December 31, 2004 shall be deemed to have been made under this Plan instead and all such deferrals
are governed by its terms and conditions as they may be amended from time to time.
(b) The Plan is designed to enhance the ability of the Corporation and its Subsidiaries to
attract, motivate, and retain executive and other key employees. It is intended to qualify as an
unfunded ERISA pension plan maintained by an employer for a select group of management or highly
compensated employees, as described in 26 C.F.R. § 2520.104-23(d) and to comply with the
requirements of Section 409A of the Code.
(c) This Restatement shall apply to all Plan deferrals and distributions made after December
31, 2008.
SECTION II. DEFINITIONS.
For purposes of the Plan, the following terms shall have the meanings set forth below:
(a) Account means the bookkeeping account maintained on behalf of a Participant to
which shall be credited any amount deferred under the Plan along with bookkeeping earnings, gains,
and losses on such deferrals.
(b) Board means the Board of Directors of the Corporation.
(c) Business in Competition means any person, organization or enterprise which is
engaged in or is about to be engaged in any line of business engaged in by the Corporation at such
time.
(d) Change in Control means a change in control as that term is defined in Article
VI. of the bylaws of the Corporation, as such bylaws may be amended from time to time.
E-61
(e) Chevron Incentive Plan means the Chevron Incentive Plan, as amended from time to
time. The Chevron Incentive Plan was formally known as the Management Incentive Plan for Chevron
Corporation.
(f) Code means the Internal Revenue Code of 1986, as amended.
(g) Commission means the federal Securities and Exchange Commission.
(h) Committee means the committee of the Board that it appoints to administer the
Plan. In the absence of specific action by the Board, the Board shall be deemed to have appointed
the Boards Management Compensation Committee.
(i) Common Stock means the $0.75 par value common stock of the Corporation or any
security of the Corporation identified by the Committee as having been issued in substitution,
exchange or lieu thereof.
(j) Corporation means Chevron Corporation, a Delaware corporation, or any Successors
or Assigns. Where the context shall permit, Corporation shall include the Subsidiaries of Chevron
Corporation.
(k) Corporation Confidential Information includes:
(1) Information embodied in inventions, discoveries and improvements, whether patentable or
unpatentable, including trade secrets;
(2) Geological and geophysical data and analyses thereof, well information, discoveries,
development initiatives, reserves, offshore bidding strategies, potential value of unleased
offshore acreage, exploration and other business strategies and investment plans, business methods,
current and planned technology, processes and practices relating to the existence of, exploration
for, or the development of oil, gas, or other potentially valuable raw material, product, mineral
or natural resource of any kind;
(3) Confidential personnel or Human Resources data;
(4) Customer lists, pricing, supplier lists, and Corporation processes;
(5) Any other information having present or potential commercial value; and
(6) Confidential information of any kind in possession of the Corporation, whether developed
for or by the Corporation (including information developed by the Participant), received from a
third party in confidence, or belonging to others and licensed or disclosed to the Corporation in
confidence for use in any aspect of its business and without regard to whether it is designated or
marked as such through use of such words as classified, confidential or restricted;
Provided, however, that Corporation Confidential Information shall not include any information
that is or becomes generally known through no wrongful act or omission of the Participant.
However, information shall not fail to be Corporation Confidential Information solely because it is
embraced by more general information available on a non-confidential basis.
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(l) Covered Employee means a covered employee of the Corporation as defined in
Section 162(m) of the Code.
(m) Director means a member of the Board.
(n) Document means any devices, records, data, notes, reports, abstracts, proposals,
lists, correspondence (including e-mails), specifications, drawings, blueprints, sketches,
materials, equipment, reproductions of any kind made from or about such documents or information
contained therein, recordings, or similar items.
(o) Eligible Employee means a salaried executive or other key Corporation employee
on its Payroll who holds a position of significant responsibility or whose performance or potential
contribution, which in the judgment of the Committee, would benefit the future success of the
Corporation and who is designated by the Committee as eligible to participate in the Plan.
Eligible Employee includes an officer of the Corporation, without regard to whether he or she is
also member of the Board. Notwithstanding the foregoing, an employee on a non-U.S. Payroll or on
the Global Mobile Payroll is not an Eligible Employee.
(p) ERISA means the Employee Retirement Income Security Act of 1974, as amended.
(q) Exchange Act means the Securities Exchange Act of 1934, 15 U.S.C. Section 78a,
et seq., as amended from time to time.
(r) Independent Director means a member of the Board that is independent of the
Corporation within the meaning of the rules of the New York Stock Exchange.
(s) Long-Term Incentive Plan means the Long-Term Incentive Plan of Chevron
Corporation, as amended from time to time.
(t) Misconduct of a Participant means:
(1) 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 the Participant:
(A) Had knowledge of the material noncompliance or circumstances giving rise to such
noncompliance and willfully failed to take reasonable steps to bring it to the attention of
appropriate individuals within the Corporation; or
(B) Knowingly engaged in practices which materially contributed to the circumstances that
enabled such material noncompliance to occur;
(2) A Participant commits an act of embezzlement, fraud or theft with respect to the property
of the Corporation, materially violates the Corporations conflict of interest policy, or breaches
his or her fiduciary duty to the Corporation;
(3) A Participant, while still employed by the Corporation:
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(A) Willfully misappropriates or discloses to any person, firm or corporation any Corporation
Confidential Information, unless the Participant is expressly authorized by the Corporations
management to disclose such Corporation Confidential Information, pursuant to a written
non-disclosure agreement that sufficiently protects it;
(B) Directly or indirectly engages in, commences employment with, or materially renders
services, advice or assistance to any Business in Competition with the Corporation other than on
behalf of the Corporation;
(C) Induces or attempts to induce, directly or indirectly, any of the Corporations customers,
employees, representatives or consultants to terminate, discontinue or cease working with or for
the Corporation, or to breach any contract with the Corporation, in order to work with or for, or
enter into a contract with, the Participant or any third party other than when such action is taken
on behalf of the Corporation;
(4) A Participant willfully fails to promptly return all Documents and other tangible items
belonging to the Corporation that are in his or her possession or control upon termination of
employment, whether pursuant to retirement or otherwise;
(5) A Participant willfully commits an act which, under applicable law, constitutes the
misappropriation of a Corporation trade secret or otherwise violates the law of unfair competition
with respect to the Corporation; including, but not limited to, unlawfully:
(A) Using or disclosing Corporation Confidential Information; or
(B) Soliciting (or contributing to the soliciting of) the Corporations customers, employees,
representatives, or consultants to:
(i) Terminate, discontinue or cease working with or for the Corporation; or
(ii) To breach any contract with the Corporation, in order to work with or for, or enter into
a contract with, the Participant or any third party;
(6) A Participant willfully fails to inform any new employer of the Participants continuing
obligation to maintain the confidentiality of the trade secrets and other Corporation Confidential
Information obtained by the Participant during the term of his or her employment with the
Corporation;
The Committee shall determine in its sole discretion whether the Participant has engaged in
any of the acts set forth in subsections (1) through (6) above, and its determination shall be
conclusive and binding on all interested persons.
(u) Non-Employee Director means a Director who is not an employee of the Corporation
as provided in Rule 16b-3.
(v) Outside Director means an outside director of the Board within the meaning of
Section 162(m) of the Code.
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(w) Participant means an Eligible Employee who has an Account established pursuant
to a deferral under the Plan.
(x) Payroll means the system used by the Corporation to pay those individuals it
regards as Corporation employees for their services and to withhold employment taxes from the
compensation it pays to such employees. Payroll does not include any system the Corporation uses
to pay individuals whom it does not regard as its employees and for whom it does not actually
withhold employment taxes (including, but not limited to, individuals it regards as independent
contractors) for their services.
(y) Plan means the Chevron Corporation Deferred Compensation Plan for Management
Employees II, as set forth herein and as amended from time to time.
(z) Plan Year means the calendar year.
(aa) Prior Plan means the Chevron Corporation Deferred Compensation Plan for
Management Employees.
(bb) Rule 16b-3 means Rule 16b-3 promulgated by Commission pursuant to the Exchange
Act, or any successor or replacement rule adopted by the Commission.
(cc) Rules mean the rules promulgated by the Committee within its sole discretion to
administer the Plan.
(dd) Subsidiary means any corporation or entity with respect to which the Corporation,
one or more Subsidiaries, or the Corporation together with one or more Subsidiaries, owns not less
than eighty percent (80%) of the total combined voting power of all classes of stock entitled to
vote, or not less than eighty percent (80%) of the total value of all shares of all classes of
stock.
(ee) Successors or Assigns means a corporation or other entity acquiring all or
substantially all the assets and business of the Corporation (including the Plan) whether by
operation of law or otherwise, including any corporation or other entity effectuating a Change in
Control of the Corporation.
SECTION III. ADMINISTRATION.
The Plan shall be administered by the Committee.
(a) Composition of the Committee.
(1) The Committee shall consist of not less than a sufficient number of Non-Employee Directors
so as to qualify the Committee to administer the Plan as contemplated by Rule 16b-3 and each of
whom is an Independent Director.
(2) The Board shall appoint one (1) of the members of the Committee as chair.
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(3) If any member of the Committee does not qualify as an Outside Director, the Plan with
respect to such Covered Employees shall be administered by a subcommittee
consisting of all Committee members who qualify as Outside Directors. Such subcommittee must
consist of at least two (2) members of the Committee.
(4) The Board may, from time to time, remove members from, add members to, or fill vacancies
on the Committee. If fewer than two (2) Committee members qualify as an Outside Director, the Board
shall appoint one (1) or more new members who so qualify.
(5) In the event that the Committee will not satisfy the requirements of Rule 16b-3, the Board
shall appoint another committee that shall satisfy such requirements.
(b) Actions by the Committee. The Committee shall hold meetings at such times and
places as it may determine. Acts approved by a majority of the members of the Committee present at
a meeting at which a quorum is present, or acts reduced to or approved in writing by a majority of
the members of the Committee, shall be the valid acts of the Committee.
(c) Powers of the Committee.
(1) The Committee shall have the authority to administer the Plan in its sole discretion. The
Committees authority includes the rights to:
(A) Construe and interpret the Plan;
(B) Promulgate, amend, interpret, and rescind Rules relating to the implementation of the
Plan;
(C) Determine the types of and under what conditions compensation may be deferred under the
Plan;
(D) Select which Eligible Employees may make a deferral and under what conditions;
(E) Adopt procedures for the disposition of deferrals in the event of a Participants divorce,
dissolution of marriage, or dissolution of a domestic partnership; and
(F) Make all other determinations necessary or advisable for the administration of the Plan;
(2) Notwithstanding Section III.(c)(1) of the Plan:
(A) No provision in the Plan referencing the Committees discretion shall be construed as
granting the Committee the authority to exercise discretion in a manner that is inconsistent with
the Plan; and
(B) Adoption of Rules by the Committee is an exercise of the Committees discretion. Once
adopted, the Committee may not exercise additional discretion that is inconsistent with the Rules
without amending the Rules.
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(3) Subject to the requirements of applicable law, the Committee may designate other persons
to carry out its responsibilities and may prescribe such conditions and
limitations as it may determine in its sole discretion, except that the Committee may not
delegate its authority with regard to the selection for participation of persons subject to Section
16 of the Exchange Act.
(4) Any determination, decision or action of the Committee in connection with the
construction, interpretation, administration, or application of the Plan shall be final, conclusive
and binding upon all persons participating in the Plan and any person validly claiming under or
through persons participating in the Plan.
(d) Liability of Committee Members. No member of the Board or the Committee shall be
liable for any action or determination made in good faith by the Board or the Committee with
respect to the Plan.
(e) Administration of the Plan Following a Change in Control. Within thirty (30) days
after the occurrence of a Change in Control, the Committee shall appoint an independent
organization which shall thereafter administer the Plan and have all of the powers and duties
formerly held and exercised by the Committee with respect to the Plan as provided in Section
III.(c). Upon such appointment, the Committee shall cease to have any responsibility with respect
to the administration of the Plan.
SECTION IV. ASSIGNMENT OR TRANSFER OF ACCOUNT.
Except as otherwise determined by the Committee, or a domestic relations order enforceable
under applicable law, a Participants Account may not be assigned, either by voluntary or
involuntary assignment or by operation of law, including, but without limitation, garnishment,
attachment or other creditors process and any act in violation hereof shall be void.
SECTION V. RECAPITALIZATION.
(a) Subject to any required action by the Corporations stockholders, the value of the portion
of a Participants Account measured with respect to shares of Common Stock shall be proportionately
adjusted to account for:
(1) Any increase or decrease in the number of issued shares resulting from a subdivision or
consolidation of shares;
(2) The payment of a stock dividend (but only with respect to shares of Common Stock) or any
other increase or decrease in the number of such shares affected without receipt of consideration
by the Corporation;
(3) The declaration of a dividend payable in cash that has a material effect on the price of
issued shares;
(4) Subject to any required action by the stockholders, if the Corporation is the surviving
corporation in any merger, consolidation or other reorganization, such value shall be measured with
respect to shares of Common Stock;
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(5) In the event of a dissolution or liquidation of the Corporation or a merger, consolidation
or other reorganization in which the Corporation is not the surviving corporation,
such value shall be measured with respect to a comparable number of shares in the surviving
corporation. For purposes of this Section V.(a)(5), Corporation shall not include a Successor or
Assign;
(6) In the event of a change in the Common Stock, which is limited to a change of all of the
Corporations authorized shares with par value into the same number of shares with a different par
value or without par value, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan; or
(7) The Committee shall make equitable adjustments to such Stock Units in the event of a
spin-off or other distribution (other than normal cash dividends) of Corporation assets to
stockholders.
(b) To the extent that the foregoing adjustments relate to stock or securities of the
Corporation, such adjustments shall be made by the Committee, and the action in that respect shall
be final, binding and conclusive.
(c) Except as expressly provided in this Section V., a Participant shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of stock of any class or
by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock
of another corporation, and any issuance by the Corporation of shares of stock of any class or
securities convertible into shares of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made to the value of the Participants Account.
(d) No deferral under the Plan shall affect in any way the right or power of the Corporation
to make adjustments, reclassifications, reorganizations or changes of its capital or business
structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of
its business or assets.
SECTION VI. SECURITIES LAW REQUIREMENTS.
No deferral shall be distributed in the form of shares of Common Stock unless and until the
Corporation has determined that:
(a) It and the Participant have taken all actions required to register the shares of Common
Stock under the Securities Act of 1933, as amended, or perfect an exemption from the registration
requirements thereof;
(b) Any applicable listing requirement of any stock exchange on which the Common Stock is
listed has been satisfied; and
(c) Any other applicable provision of state or federal law has been satisfied.
SECTION VII. FORFEITURE FOR MISCONDUCT.
(a) Notwithstanding any other provision of this Plan to the contrary, if a Participant engages
in Misconduct, the Committee may:
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(1) Determine that any balance in the Participants Account attributable to awards made under
the Long-Term Incentive Plan or the Chevron Incentive Plan on or after June 29, 2005 and the date
of the Participants Misconduct shall be forfeited; and
(2) Demand repayment of any distributed deferral attributable to an award made under the
Long-Term Incentive Plan or the Chevron Incentive Plan on or after June 29, 2005 and the date of
the Participants Misconduct;
Provided that, following a Change in Control, this Section VII shall apply only in the event
of Misconduct as defined in Section II.(t)(1) and (2) of the Plan.
(b) Any provision of this Section VII. 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 Section VII.
SECTION VIII. AMENDMENT OR TERMINATION OF THE PLAN
(a) Right to Alter, Amend, or Terminate the Plan. The Board may, at any time alter,
amend, or terminate the Plan, provided:
(1) Unless the Board specifically otherwise provides, any revision or amendment that would
cause the Plan to fail to comply with Rule 16b-3 or any other requirement of applicable law or
regulation if such amendment were not approved by the holders of the Common Stock of the
Corporation shall not be effective unless and until the approval of the holders of Common Stock of
the Corporation is obtained.
(2) Other than as described in Section VIII.(d), such amendment does not provide for an
acceleration of distribution upon a termination of the Plan after a Change in Control by Successors
or Assigns. 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 Account, but only to the extent of the
amount required to be included in income as a result of such failure.
(3) No amendment, revision, suspension or discontinuation of the Plan (including any amendment
to this Section VIII.) approved by the Board after six months prior to the public announcement of
the proposed transaction which, when effected, is a Change in Control or before the date which is
two years after the date of a Change in Control (the Benefit Protection Period) shall be valid or
effective if such amendment, revision, suspension or discontinuation would alter the provisions of
this Section VIII. or adversely affect the amount of an outstanding deferral under the Plan;
provided, however, any amendment, revision, suspension or discontinuation may be effective, even if
so approved after such a public announcement, if:
(A) The amendment, revision, suspension or discontinuation 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
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(B) 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.
Any amendment, revision, suspension or discontinuation of the Plan which is approved by the
Board prior to a Change in Control at the request of a third party who effectuates a Change in
Control shall be deemed to be an amendment, revision, suspension or discontinuation of the Plan so
approved during the Benefit Protection Period.
(b) Rights of Participant. Notwithstanding Section VIII.(a), no amendment, revision,
suspension or discontinuation of the Plan that would adversely affect the right of any Participant
regarding a then-existing deferral shall be effective without the written consent of the affected
Participant except to the extent necessary to comply with applicable law (including compliance with
any provision of law concerning favorable taxation).
(c) Effect on Other Plans. If the Plan is terminated and the Accounts distributed,
the Board and/or Corporation shall terminate all other plans aggregated with it as one of the same
type within the meaning of Section 409A of the Code and shall not adopt a new non-qualified
deferred compensation plan of such type for at least three (3) years after the termination date of
the last of such plans.
(d) Corporation Dissolution or Bankruptcy. The Plan shall automatically terminate
upon a dissolution of the Corporation that is taxed under Section 331 of the Code or with the
approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A), provided all Accounts are
distributed and included in the gross income of the Participants by the latter of:
(1) The Plan Year in which the Plan terminates; or
(2) The first Plan Year in which payment of the Accounts is administratively practicable.
SECTION IX. GENERAL PROVISIONS.
(a) Participants Rights Unsecured. A Participants Account shall be a bookkeeping
entry only and no Participant shall have any interest in or claim against any specific asset of the
Corporation. It is an unfunded and unsecured obligation of the Corporation and an unsecured claim
against its general assets. A Participant shall have no rights other than those of a general
creditor of the Corporation.
(b) Authority to Establish a Grantor Trust. The Committee is authorized in its sole
discretion to establish a grantor trust for the purpose of providing security for the payment of
benefits under the Plan, provided, however, that no Participant shall be considered to have a
beneficial ownership interest (or any other sort of interest) in any specific asset of the
Corporation or of its subsidiaries or affiliates as a result of the creation of such trust or the
transfer of funds or other property to such trust.
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(c) Other Benefit Plans. To the extent permitted by applicable law, a Participants
deferral elections made pursuant to this Plan shall be disregarded for purposes of determining the
Participants benefits under any other benefit plan or program established or maintained by the
Corporation or its Subsidiaries.
(d) Participants Beneficiary. The Rules may provide that the Participant may
designate a beneficiary with respect to such Award in the event of death of a Participant.
(e) Costs of the Plan. The costs and expenses of administering the Plan shall be
borne by the Corporation.
(f) Binding Effect of Plan. The Plan shall be binding upon and shall inure to the
benefit of the Corporation, its Successors or Assigns and the Corporation shall require any
Successor or Assign to expressly assume and agree to perform the Plan in the same manner and to the
same extent that the Corporation would be required to perform it if no such Succession or
Assignment had taken place.
(g) No Waiver of Breach. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of the Plan to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions of
conditions at the same or at any prior or subsequent time.
(h) No Right to Employment. Nothing contained in the Plan nor any action of the
Committee pursuant to the Plan shall give any employee any right to remain in the employ of the
Corporation or to impair the Corporations right to terminate any employee at any time, with or
without cause, which right is hereby reserved.
(i) Choice of Law. The Plan shall be administered, construed and governed in
accordance with ERISA, the Code, and, to the extent not preempted by ERISA, by the laws of the
State of California, but without regard to its conflict of law rules. Notwithstanding the
foregoing, domestic relations orders and the Section II.(t) definition of Misconduct shall be
subject to the jurisdictions law that would otherwise be applicable, but without regard to that
particular jurisdictions conflict of laws rules.
(j) Severability. The provisions of the Plan shall be deemed severable and the
validity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.
SECTION X. EXECUTION.
Approved by the Board at a meeting held on December 10, 2008 and effective
January 1, 2009 and executed pursuant to the Boards delegation.
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By
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/s/ Robert J. Eaton |
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Date |
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December 10, 2008 |
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exv10w6
Exhibit 10.6
CHEVRON CORPORATION
RETIREMENT RESTORATION PLAN
(Amended and Restated as of January 1, 2009)
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TABLE OF CONTENTS
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SECTION I. INTRODUCTION |
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SECTION II. DEFINITIONS |
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(a) Beneficiary |
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(b) Benefit Calculation Date |
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(c) Benefit Protection Period |
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(d) Benefit Protection Period Commencement Date |
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(e) Business in Competition |
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(f) Change in Control |
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(g) Code |
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(h) Committee |
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(i) Corporation |
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(j) Corporation Confidential Information |
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(k) Document |
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(l) Employee |
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(m) ERISA |
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(n) ESIP-RP |
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(o) Excess Plan |
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(p) Initial Election Due Date |
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(q) Misconduct |
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(r) Participant |
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(s) Payroll |
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(t) Plan Year |
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(u) Prior Period Plan |
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(v) Prior Plans |
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(w) Quarter |
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(x) Restoration Benefit |
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(y) Retirement Plan |
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(z) Retirement Plan Benefit |
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(aa) RRP |
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(bb) Separation from Service |
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TABLE OF CONTENTS
(continued)
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(cc) SRP |
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(dd) Subsidiary |
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(ee) Successors and Assigns |
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(ff) Unforeseeable Emergency |
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(gg) Unocal |
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(hh) Unocal Nonqualified Retirement Plans |
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SECTION III. ELIGIBILITY AND PARTICIPATION |
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(a) Active Employee Participants |
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(b) Terminated Employee Participants |
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(c) Other Employee Participants |
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SECTION IV. PLAN BENEFITS |
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(a) Restoration Benefit |
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(b) Gulf Retirement Bonus |
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(c) Calculation of Lump Sum Value of Single Life Annuity |
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(d) Interest |
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SECTION V. DISTRIBUTION OF PLAN BENEFITS |
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(a) Default Distribution Form |
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(b) Distribution Election |
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(c) Determination of Installment Payment Amount |
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(d) Change of Distribution Time and Form |
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(e) Acceleration of Payments |
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(f) Unforeseeable Emergency |
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(g) Mandatory Cashout Limit |
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SECTION VI. DEATH BENEFITS |
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(a) Beneficiary Designation |
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(b) Time and Form of Death Benefit |
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SECTION VII. MISCELLANEOUS |
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(a) Forfeitures |
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(b) Funding |
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(c) Tax Withholding |
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(d) No Employment Rights |
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TABLE OF CONTENTS
(continued)
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(e) No Assignment of Property Rights |
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(f) Administration |
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(g) Amendment and Termination |
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(h) Effect of Reemployment |
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(i) Excess Plan/Top-Hat Plan Status |
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(j) Successors and Assigns |
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(k) 409A Compliance |
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(l) Choice of Law |
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SECTION VIII. CHANGE IN CONTROL |
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(a) Restrictions on Amendments During Benefit Protection Period |
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(b) Exception to Section VIII.(a) |
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(c) Restrictions on Certain Actions Prior to or Following, a Change in Control |
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(d) Effect on other Benefits |
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(e) Distribution of Restoration Benefits |
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(f) Establishment of a Trust |
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(g) No Forfeitures |
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(h) Miscellaneous |
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SECTION IX. GRANDFATHERED PROVISIONS |
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SECTION X. EXECUTION |
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APPENDIX A |
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APPENDIX B |
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APPENDIX C |
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APPENDIX D |
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CHEVRON CORPORATION
RETIREMENT RESTORATION PLAN
(Amended and Restated as of January 1, 2009)
SECTION I. INTRODUCTION.
(a) The Chevron Corporation Retirement Restoration Plan (the RRP) was established effective
July 1, 2002 to provide additional retirement benefits due to the limitations of sections
401(a)(17) and 415 of the Code, and to deferred compensation not counting as benefits bearing
compensation under the qualified Chevron Retirement Plan. The RRP was formed from a spin-out on
July 1, 2002 of the defined benefit portion of the liabilities of the Chevron Corporation Excess
Benefit Plan (the Excess Plan) which had been originally established effective January 1, 1976.
On December 10, 2003, the defined benefit portions of the liabilities of the then active former
Texaco and Caltex employees participating in the Supplemental Pension Plan of Texaco Inc. and the
Excess-Benefit Plan for Employees of ChevronTexaco Global Energy Inc. were also transferred to the
RRP.
(b) The Chevron Corporation Supplemental Retirement Plan (the SRP) was established effective
July 1, 2002 to provide additional retirement benefits due to certain awards under the Management
Incentive Plan of the Corporation, and on December 10, 2003 was expanded to include additional
retirement benefits due to similar executive bonus program awards for former Texaco and Caltex
employees. The SRP was formed from a spin-out on July 1, 2002 of the bonus portion of the
liabilities of the Excess Plan, and from the later December 10, 2003 spin-out of the liabilities of
the then active former Texaco and Caltex employees participating in the Supplemental Bonus
Retirement Plan of Texaco Inc. and the Pension Supplementation Plan of ChevronTexaco Global Energy
Inc. Effective as of July 1, 2006, the SRP was merged into this RRP. The benefit calculation and
benefit distribution rules that apply to eligible employees who incurred a Separation from Service
prior to July 1, 2006 are described in Appendix D.
(c) On August 10, 2005 the Corporation acquired Unocal Corporation (Unocal) and later became
the sponsor of Unocal Nonqualified Retirement Plan A1, Unocal Nonqualified Retirement Plan B1 and
Unocal Nonqualified Retirement Plan C1 (the Unocal Nonqualified Retirement Plans). The Unocal
Nonqualified Retirement Plans covered eligible employees who were active employees of Unocal or its
affiliates on or after January 1, 2005, and provided additional retirement benefits that were not
provided under the qualified Unocal Retirement Plan due to the limitations of sections 401(a)(17)
and 415 of the Code, to deferred compensation not counting as benefits bearing compensation, and to
the calculation of retirement benefits using the high three annual Unocal incentive pay awards,
whether or not consecutive. Effective as of July 1, 2006, the Unocal Nonqualified Retirement Plans
were merged into this RRP. The benefit calculation and benefit distribution rules that apply to
eligible employees who incurred a Separation from Service prior to July 1, 2006 are described in
the Unocal Nonqualified
Retirement Plans as in effect as of the time such employees incurred a Separation from Service
(as amended to comply with section 409A of the Code).
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(d) Effective January 1, 2009, the RRP was amended and restated in order to comply with the
Internal Revenue Services final regulations under section 409A of the Code and make certain other
changes. The benefit calculation and benefit distribution rules that apply to eligible employees
who incurred a Separation from Service between January 1, 2005 and June 30, 2006 are described in
Appendix B. The benefit calculation and benefit distribution rules that apply to eligible employees
who incurred a Separation from Service on or after July 1, 2006 and prior to January 1, 2009 are
described in Appendix C.
SECTION II. DEFINITIONS.
Except as provided below, capitalized terms used in the RRP shall have the same meaning as in
the Retirement Plan:
(a) Beneficiary means the person or persons entitled to receive a Participants
remaining Restoration Benefit in the event the Participant dies prior to receiving his or her
entire Restoration Benefit, as provided in Section VI.
(b) Benefit Calculation Date means the earlier of:
(1) the first day of the month following the date the Participants employment relationship
with the Corporation terminates,
(2) the first day of the month that is at least 6 months after the date the Participant incurs
a Separation from Service, or
(3) the first day of the month after the Participant returns to work following a Separation
from Service.
(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) Business in Competition means any person, organization or enterprise which is
engaged in or is about to be engaged in any line of business engaged in by the Corporation at such
time.
(f) 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.
(g) Code means the Internal Revenue Code of 1986, as amended.
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(h) Committee means the Management Compensation Committee of the Board of Directors
of Chevron Corporation.
(i) Corporation means Chevron Corporation, a Delaware corporation, or any Successors
or Assigns. Where the context shall permit, Corporation shall include the Subsidiaries of Chevron
Corporation.
(j) Corporation Confidential Information includes:
(1) Information embodied in inventions, discoveries and improvements, whether patentable or
unpatentable, including trade secrets;
(2) Geological and geophysical data and analyses thereof, well information, discoveries,
development initiatives, reserves, offshore bidding strategies, potential value of unleased
offshore acreage, exploration and other business strategies and investment plans, business methods,
current and planned technology, processes and practices relating to the existence of, exploration
for, or the development of oil, gas, or other potentially valuable raw material, product, mineral
or natural resource of any kind;
(3) Confidential personnel or Human Resources data;
(4) Customer lists, pricing, supplier lists, and Corporation processes;
(5) Any other information having present or potential commercial value; and
(6) Confidential information of any kind in possession of the Corporation, whether developed
for or by the Corporation (including information developed by the Participant), received from a
third party in confidence, or belonging to others and licensed or disclosed to the Corporation in
confidence for use in any aspect of its business and without regard to whether it is designated or
marked as such through use of such words as classified, confidential or restricted;
Provided, however, that Corporation Confidential Information shall not include any information
that is or becomes generally known through no wrongful act or omission of the Participant.
However, information shall not fail to be Corporation Confidential Information solely because it is
embraced by more general information available on a non-confidential basis.
(k) Document means any devices, records, data, notes, reports, abstracts, proposals,
lists, correspondence (including e-mails), specifications, drawings, blueprints, sketches,
materials, equipment, reproductions of any kind made from or about such documents or information
contained therein, recordings, or similar items.
(l) Employee means an individual who is paid on the U.S. dollar Payroll of the
Corporation, but shall not include an individual for any period in which he or she is:
(1) Compensated for services by a person other than the Corporation and who, at any time and
for any reason, is deemed to be an Employee;
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(2) Not on the Payroll of the Corporation and who, at any time and for any reason, is deemed
to be an Employee;
(3) 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 the Corporation;
(4) If, during any period, the Corporation 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) 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.
(o) 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.
(p) Initial Election Due Date means January 31st of the calendar year immediately
following the first year the Participant for the first time accrues a benefit under ESIP-RP, the
RRP, or another excess benefit plan as defined in Treas. Reg. 1.409A-2(a)(7)(iii).
(q) Misconduct of a Participant means:
(1) 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 the Participant:
(A) Had knowledge of the material noncompliance or circumstances giving rise to such
noncompliance and willfully failed to take reasonable steps to bring it to the attention of
appropriate individuals within the Corporation; or
(B) Knowingly engaged in practices which materially contributed to the circumstances that
enabled such material noncompliance to occur;
(2) A Participant commits an act of embezzlement, fraud or theft with respect to the property
of the Corporation, materially violates the Corporations conflict of interest policy, or breaches
his or her fiduciary duty to the Corporation;
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(3) A Participant, while still employed by the Corporation:
(A) Willfully misappropriates or discloses to any person, firm or corporation any Corporation
Confidential Information, unless the Participant is expressly authorized by the Corporations
management to disclose such Corporation Confidential Information, pursuant to a written
non-disclosure agreement that sufficiently protects it;
(B) Directly or indirectly engages in, commences employment with, or materially renders
services, advice or assistance to any Business in Competition with the Corporation other than on
behalf of the Corporation;
(C) Induces or attempts to induce, directly or indirectly, any of the Corporations customers,
employees, representatives or consultants to terminate, discontinue or cease working with or for
the Corporation, or to breach any contract with the Corporation, in order to work with or for, or
enter into a contract with, the Participant or any third party other than when such action is taken
on behalf of the Corporation;
(4) A Participant willfully fails to promptly return all Documents and other tangible items
belonging to the Corporation that are in his or her possession or control upon termination of
employment, whether pursuant to retirement or otherwise;
(5) A Participant willfully commits an act which, under applicable law, constitutes the
misappropriation of a Corporation trade secret or otherwise violates the law of unfair competition
with respect to the Corporation; including, but not limited to, unlawfully:
(A) Using or disclosing Corporation Confidential Information; or
(B) Soliciting (or contributing to the soliciting of) the Corporations customers, employees,
representatives, or consultants to:
(i) Terminate, discontinue or cease working with or for the Corporation; or
(ii) To breach any contract with the Corporation, in order to work with or for, or enter into
a contract with, the Participant or any third party;
(6) A Participant willfully fails to inform any new employer of the Participants continuing
obligation to maintain the confidentiality of the trade secrets and other Corporation Confidential
Information obtained by the Participant during the term of his or her employment with the
Corporation;
The Committee shall determine in its sole discretion whether the Participant has engaged in
any of the acts set forth in subsections (1) through (6) above, and its determination shall be
conclusive and binding on all interested persons.
(r) Participant means a person who is eligible to participate in the RRP as provided
in Section III.
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(s) Payroll means the system used by the Corporation to pay those individuals it
regards as Corporation employees for their services and to withhold employment taxes from the
compensation it pays to such employees. Payroll does not include any system the Corporation
uses to pay individuals whom it does not regard as Corporation employees and for whom it does not
actually withhold employment taxes (including, but not limited to, individuals it regards as
independent contractors) for their services.
(t) Plan Year means the calendar year.
(u) Prior Period Plan means the defined benefit and bonus portions of the Excess
Plan, the Prior Plans, the Unocal Nonqualified Retirement Plans or this RRP with respect to prior
periods of employment, as applicable.
(v) 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.
(w) Quarter means a calendar quarter.
(x) Restoration Benefit means the benefit described in Section IV.
(y) Retirement Plan means the qualified Chevron Retirement Plan.
(z) Retirement Plan Benefit means the benefit determined with respect to the Chevron
Retirement Plan as described in Section IV.
(aa) RRP means the Chevron Corporation Retirement Restoration Plan.
(bb) Separation from Service means separation from service with the Corporation
within the meaning of section 409A of the Code.
(1) Whether such a termination of employment has occurred is determined based on whether the
facts and circumstances indicate that the Corporation and employee reasonably anticipated that no
further services will be performed after a certain date or that the level of bona fide services the
employee would perform after such date (whether as an employee or as an independent contractor)
would permanently decrease to less than fifty percent (50%) of the average level of bona fide
services performed (whether as an employee or an independent contractor) over the immediately
preceding thirty-six (36)-month period (or the full period of services to the employer if the
employee has been providing services to the employer less than thirty-six (36) months).
(2) Notwithstanding the foregoing, the employment relationship is treated as continuing
intact:
(A) While the individual is on military leave, sick leave, or other bona fide
leave of absence if the period of such leave does not exceed six (6) months, or if
longer, so long as the individual retains a right to reemployment with the service
recipient under an applicable statute or by contract. Where a leave of absence is
due to any medically determinable physical or mental impairment that
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can be expected to result in death or can be expected to last for a continuous
period of not less than six (6) months, where such impairment causes the employee to
be unable to perform the duties of his or her position of employment or any
substantially similar position of employment, a twenty-nine (29)-month period of
absence is substituted for such six (6)-month period.
(B) Until the individual separates from service with the third-party, where the
employee terminates employment with the Corporation due to a bona fide sale of
substantial assets to such third-party and becomes employed by it in connection with
such sale; provided that the Corporation or the Committee so designates within its
sole discretion no later than the closing date of the sale.
(cc) 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.
(dd) Subsidiary means any corporation or entity with respect to which the
Corporation, one or more Subsidiaries, or the Corporation together with one or more Subsidiaries,
owns not less than eighty percent (80%) of the total combined voting power of all classes of stock
entitled to vote, or not less than eighty percent (80%) of the total value of all shares of all
classes of stock.
(ee) 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; including any corporation or other entity effectuating a Change in
Control of the Corporation.
(ff) Unforeseeable Emergency
(1) Means a severe financial hardship to the Participant or his or her Beneficiary resulting
from:
(A) An illness or accident of the Participant or Beneficiary, the Participants or
Beneficiarys spouse, or the Participants or Beneficiarys dependent (as defined in section 152(a)
of the Code);
(B) Loss of the Participants or Beneficiarys property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by insurance); or
(C) Other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or Beneficiary.
(2) Notwithstanding Section II.(ff)(1); a hardship shall not constitute an Unforeseeable
Emergency:
(A) To the extent that it is, or may be, relieved by:
(i) Reimbursement or compensation, by insurance or otherwise;
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(ii) Liquidation of the Participants or Beneficiarys assets to the extent that the
liquidation of such assets would not itself cause severe financial hardship (such assets shall
include but not be limited to stock options, Common Stock, and Chevron Corporation Employee Savings
Investment Plan balances).
(B) If (among other events), it consists of payment of college tuition or purchasing a home.
(gg) Unocal means Unocal Corporation, a Delaware corporation.
(hh) Unocal Nonqualified Retirement Plans means Unocal Nonqualified Retirement Plan
A1, Unocal Nonqualified Retirement Plan B1 and Unocal Nonqualified Retirement Plan C1.
SECTION III. ELIGIBILITY AND PARTICIPATION.
Participation in the RRP shall be limited to:
(a) Active Employee Participants. Members of the Retirement Plan who are Employees
and whose Retirement Plan benefits are limited due to the requirements of sections 401(a)(17) or
415 of the Code. Such a Participant shall first accrue a benefit under the RRP when his or her
Retirement Plan benefits are first limited due to the requirements of sections 401(a)(17) or 415 of
the Code.
(b) Terminated Employee Participants. Any terminated former Employee who has an
undistributed benefit under the SRP, the Unocal Nonqualified Retirement Plans, or under the RRP.
(c) Other Employee Participants. Notwithstanding sub-section (a) above, any Member of
the RRP who is an Employee on or after January 1, 2008 and who, on December 31, 2007, had an
accrued benefit under the RRP determined on the basis of Regular Earnings and Highest Average
Earnings calculated as of December 31, 2007 using the definitions under the RRP and Retirement
Plan in effect on December 31, 2007.
SECTION IV. PLAN BENEFITS.
This Section IV. applies only to Participants who are Employees on or after January 1, 2008.
Refer to the appendices of this RRP for the benefit calculation rules that apply to Participants
who were participants in the RRP and/or the SRP and who incurred a Separation from Service prior to
January 1, 2008. Refer to the Unocal Nonqualified Retirement Plans (as amended to comply with
section 409A of the Code) for the rules that apply to Participants who were eligible for such plans
and incurred a Separation from Service prior to July 1, 2006.
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(a) Restoration Benefit.
(1) With respect to a Participant who was last hired and was a Member of the Retirement Plan
before January 1, 2008, the Participants Restoration Benefit shall be the lump sum value of the
difference between:
(A) the amount of the Participants Retirement Plan Benefit expressed as a single life annuity
commencing as of the Participants Benefit Calculation Date, but determined without regard to the
limitations required to comply with sections 401(a)(17) or 415 of the Code; provided, however, that
the amount determined under this Section IV.(a)(1) shall not be less than the amount determined on
the basis of Regular Earnings and Highest Average Earnings calculated as of December 31, 2007
using the definitions under the RRP and the Retirement Plan in effect on December 31, 2007 (but
also determined without regard to the limitations required to comply with sections 401(a)(17) or
415 of the Code); and
(B) the amount of the Participants Retirement Plan Benefit expressed as a single life annuity
as if it commenced as of the Participants Benefit Calculation Date.
(2) With respect to a Participant who was hired or first became eligible to participate in the
Retirement Plan on or after January 1, 2008, the Participants Restoration Benefit shall be the
lump sum value of the difference between:
(A) the amount of the Participants Retirement Plan Benefit expressed as a lump sum commencing
as of the Participants Benefit Calculation Date, but determined without regard to the limitations
required to comply with sections 401(a)(17) or 415 of the Code; and
(B) the amount of the Participants Retirement Plan Benefit expressed as a lump sum as if it
commenced as of the Participants Benefit Calculation Date.
(3) With respect to a Participant who was rehired, the Participants Restoration Benefit is
described in Section VII.(h).
(4) With respect to a Participant who returned to work following a Separation from Service
(the first separation) without a termination of the employment relationship, the Participants
Restoration Benefit payable upon the subsequent Separation from Service shall be the Restoration
Benefit determined under (1), (2), or (3) above, as applicable, reduced by the present value of all
payments previously made or scheduled to be made in the future under the RRP on account of the
first separation.
(b) 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 an additional part of his or her Restoration Benefit.
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(c) 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 Participants Benefit Calculation Date.
(d) Interest. Interest shall accrue on the unpaid portion, if any, of a Participants
Restoration Benefit, commencing on the Participants Benefit Calculation Date. 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.
SECTION V. DISTRIBUTION OF PLAN BENEFITS.
Except as otherwise provided in an applicable appendix, Restoration Benefits shall be
distributed in cash in accordance with this Section V. Distributions shall only be made after a
Participant incurs a Separation from Service. Refer to the appendices of this RRP for the rules
that apply to Participants who were participants in the RRP and/or the SRP and who incurred a
Separation from Service prior to January 1, 2009. Refer to the Unocal Nonqualified Retirement
Plans (as amended to comply with section 409A of the Code) for the rules that apply to Participants
who were eligible for such plans and who incurred a Separation from Service prior to July 1, 2006.
(a) Default Distribution Form. Unless the Participant had made a valid election with
the Committee as described in this Section V., or except as provided in Section VI.(b), the
Participants Restoration Benefit shall be distributed in a lump sum in the first Quarter that is
at least 12 months after the date the Participant incurs a Separation from Service.
(b) Distribution Election.
A Participant is permitted to make an initial election regarding the timing and form of
distribution of his or her Restoration Benefit as follows:
(1) Election Procedure. A Participant may elect his or her time and form of
distribution no later than the later of December 31, 2006 or the Initial Election Due Date. Such
an election shall be made by filing the prescribed form with the Committee.
(2) Time and Form of Distribution.
A Participant may make a timely election to receive his or her Restoration Benefit only in the
following forms and times:
(A) In a lump sum payable in the first Quarter or first January that is one or more whole
years (as elected by the Participant) following the date the Participant incurs a Separation from
Service; or
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(B) In ten (10) or fewer 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. All installments after the first shall be
paid in January.
(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 Distribution Time and Form. The time and form of distribution (as
determined pursuant to Section V.(a) or (b)) may be changed in accordance with the requirements of
this Section V.(d) and such additional procedures as may be prescribed by the Committee in its sole
discretion subject to the following requirements:
(1) Such an election shall only be valid if it is made twelve (12) months prior to 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. The new election can be a lump
sum or ten or fewer installments payable or commencing in the first Quarter or the first January
that is five or more whole years after the date the original payment(s) were scheduled to commence.
All installment payments shall be made in cash and, after the first such installment, shall be
paid in January; and
(2) For purposes of this RRP, payment date means the date a lump sum is payable or the date
the first of a series of installments is payable. Installment payments shall be considered to be
one payment.
(e) Acceleration of Payments. Except with respect to an Unforeseeable Emergency; a
Participant may not elect to accelerate an irrevocable distribution of any portion of his or her
Restoration Benefit prior to the date it would otherwise be distributed; provided that an election
change permitted under Section V.(d) shall not be considered to be an accelerated distribution
solely because such change results in a change to the time and/or form of distribution.
(f) Unforeseeable Emergency.
(1) A Participant may request distribution of such portion of his or her Account to the extent
reasonably necessary to satisfy an Unforeseeable Emergency (which may include amounts necessary to
pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to
result from the distribution).
(2) Determinations of amounts reasonably necessary to satisfy the Unforeseeable Emergency will
take into account any additional compensation that is available to the Participant to satisfy the
Unforeseeable Emergency with the exception of benefits:
(A) Under a pension plan qualified under section 401(a) of the Code (including any amount
available as a plan loan); or
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(B) Available due to the Unforeseeable Emergency under another nonqualified deferred
compensation plan within the meaning of section 409A of the Code (or would be such a nonqualified
deferred compensation plan if it was not grandfathered under the effective date provisions of
section 409A of the Code).
(g) Mandatory Cashout Limit. Notwithstanding any other provision of this Section V.,
if a Participants Restoration 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 Restoration Benefit shall be distributed in a lump sum in such Quarter.
SECTION VI. DEATH BENEFITS.
(a) Beneficiary Designation. A Participant may designate, in the manner and on the
form prescribed by the Committee, one or more Beneficiaries to receive payment of any Restoration
Benefit that is undistributed at the time of 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.
(b) Time and Form of Death Benefit. If a Participant who has made a valid election as
to the form and time of the payment of his or her Restoration Benefit 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 V.(f).
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 on the date that is six months following the date of the
Participants death.
SECTION VII. MISCELLANEOUS.
(a) Forfeitures. Restoration 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 any unpaid Restoration Benefits shall be
forfeited and/or that any previously paid Restoration Benefits shall be repaid to the Corporation.
(b) Funding. The RRP shall be unfunded, and all Restoration 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 withholding. In
addition, any withholding amount required under the Federal Insurance Contributions Act with
respect to
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a Participants Restoration 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 Restoration 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 Corporation nor affect the right of the
Corporation 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 may be required by applicable law, or
as is described below relating to domestic relations orders, no Restoration 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 VII.(e) shall be void. Notwithstanding the
foregoing, the creation, assignment or recognition of a right to all or any portion of a
Participants Restoration Benefit hereunder pursuant to a domestic relations order (as defined in
section 414(p)(1)(B) of the Code) that is valid under applicable state law and not preempted by
ERISA shall not constitute a violation of this Section VII.(e).
(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 Restoration Benefit, and the amount of such Restoration Benefit. The
Committees determinations shall be conclusive and binding on all persons. Subject to the
requirements of applicable law, the Committee may designate other persons to carry out its
responsibilities and may prescribe such conditions and limitations as it may deem appropriate in
its sole discretion.
(g) Amendment and Termination. The Corporation expects to continue the RRP
indefinitely. Future conditions, however, cannot be foreseen. Subject to Section VIII., 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 Restoration Benefit shall not be less than the Restoration 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:
(1) The RRP was amended or terminated to comply with changes in the Code;
(2) 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.
E-88
(h) Effect of Reemployment.
(1) If any Participant who has incurred a Separation from Service is reemployed, such
Participant shall receive any amounts attributable to his or her previous employment according to
his or her existing distribution schedule under the Prior Period Plan.
(2) When any reemployed Participant subsequently incurs a Separation from Service, the
Participants Restoration Benefit payable upon the subsequent Separation from Service will be the
greater of the A+B Calculation and the C Calculation.
The A+B Calculation is the sum of the A Calculation and the B Calculation.
The A Calculation is the difference (but not less than zero) between (i) the Participants
Prior Period Plan benefit calculated according to the provisions of the Prior Period Plan based
only on the Participants service and earnings during the prior period(s) of employment, and (ii)
the present value of all payments previously made or scheduled to be made in the future under the
Prior Period Plan.
The B Calculation is the Participants Restoration Benefit calculated according to Section
IV.(a)(1)(A) or (a)(2)(A) (as applicable) based only on the Participants service and earnings
during the latest period of employment.
The C Calculation is the difference between (i) and (ii), where (i) is the Participants
Restoration Benefit (before offset for the Retirement Plan benefit) calculated according to Section
IV.(a)(1)(A) or (a)(2)(A) (as applicable) based on the Participants service and earnings during
all periods of employment, and (ii) is the sum of the present value of all payments previously made
(or scheduled to be made in the future) under the Retirement Plan and the Prior Period Plan (if
any) with respect to prior period(s) of employment, and the present value of the benefit to be paid
under the Retirement Plan with respect to both the prior period of employment (to the extent not
previously made or scheduled to be made in the future) and the current period of employment. For
the purposes of the C Calculation, the benefit calculation according to Section IV.(a)(1)(A) or
(a)(2)(A) (as applicable) will use the Retirement Plan formula in effect for the Participant at the
time of his or her latest Separation from Service.
(3) 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.
(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.
E-89
(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 Restoration Benefit, but only to the extent of the amount required to be included in
income as a result of such failure.
(l) Choice of Law. The RRP shall be administered, construed and governed in
accordance with ERISA, the Code, and, to the extent not preempted by ERISA, by the laws of the
State of California, but without regard to its conflict of law rules. Notwithstanding the
foregoing, domestic relations orders and the Section II.(q) definition of Misconduct shall be
subject to the jurisdictions law that would otherwise be applicable, but without regard to that
particular jurisdictions conflict of laws rules.
SECTION VIII. CHANGE IN CONTROL.
Notwithstanding any other provisions of the RRP to the contrary, the provisions of this
Section VIII. shall apply during the Benefit Protection Period.
(a) Restrictions on Amendments During Benefit Protection Period. Notwithstanding
Section VII.(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:
(1) 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;
(2) 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;
(3) 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;
(4) Amend Sections II.(c), II.(d), II.(f), VII.(g), or VIII.; or
(5) Terminate the RRP.
(b) Exception to Section VIII.(a). Section VIII.(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
E-90
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 VIII., 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 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 VIII. 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 VIII.(a).
(d) Effect on other Benefits. In calculating a Participants Restoration Benefit
under Section IV., 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 Restoration Benefits. In the event of a Change of Control, each
Participants Restoration Benefits shall be distributed in accordance with Section V.
(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.
(g) No Forfeitures. During the Benefit Protection Period, a Participants Restoration
Benefit shall not be subject to forfeiture under any circumstances.
(h) Miscellaneous.
(1) 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.
(2) 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.
E-91
(3) 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.
SECTION IX. GRANDFATHERED PROVISIONS.
Notwithstanding any provision of the main text of this RRP, any provision in an Appendix shall
supersede any contrary provision herein unless the Appendix specifically states to the contrary.
SECTION X. EXECUTION.
Approved by the Board at a meeting held on December 10, 2008 and effective January 1, 2009 and executed pursuant to the Boards delegation.
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By
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/s/ Robert J. Eaton |
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Date |
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December 10, 2008 |
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E-92
APPENDIX A
to the
CHEVRON CORPORATION RETIREMENT RESTORATION PLAN
(Amended and Restated as of January 1, 2009)
Section I. Applicability and Definitions. This Appendix A applies to a Grandfathered RRP
Participant who has an undistributed accrued Grandfathered Benefit on January 1, 2009. For this
purpose,
(a) Grandfathered Participant means a participant in the RRP who incurred a separation from
service on or before December 31, 2004; and
(b) Grandfathered Benefit means the benefit accrued under the RRP as of December 31, 2004
(and earnings thereon).
Section II. Pre-2005 Grandfathered Provisions. Notwithstanding any other provision of the
RRP, the provisions of the RRP which were in effect as of the time the Grandfathered Participant
incurred a separation from service shall govern a Grandfathered Participants Grandfathered
Benefit.
E-93
APPENDIX B
to the
CHEVRON CORPORATION RETIREMENT RESTORATION PLAN
(Amended and Restated as of January 1, 2009)
Section I. Applicability and Definitions. This Appendix B applies to a Pre-2006 Plan
Participant who has an undistributed accrued Pre-2006 Plan Benefit on January 1, 2009. For this
purpose,
(a) Pre-2006 Plan Participant means a participant in the RRP who incurred a Separation from
Service between January 1, 2005 and June 30, 2006; and
(b) Pre-2006 Plan Benefit means the benefit accrued under the RRP to which a Pre-2006 Plan
Participant is entitled solely on account of the Participants service prior to incurring a
Separation of Service between January 1, 2005 and June 30, 2006 (and earnings thereon).
Section II. Governing Provisions. The Pre-2006 Plan Benefit of a Pre-2006 Plan Participant
shall be governed by (i) the provisions of Sections III, IV., and V. of this Appendix B, and (ii)
except as otherwise provided in this Appendix B, the provisions of the main text of the RRP other
than Sections IV. and V.
Section III. Amount of Pre-2006 Plan Benefit.
(a) The Pre-2006 Plan Benefit of a Pre-2006 Plan Participant whose Annuity Starting Date for
Retirement Plan benefits occurred in 2005 or 2006 shall be determined as follows:
(1) Restoration Benefit. A Participants Restoration Benefit 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 Annuity Starting Date (A) without regard to the limitations
required to comply with sections 401(a)(17) or 415 of the Code, and (B) including as Regular
Earnings salary deferrals under the Deferred Compensation Plan (and, effective December 10, 2003,
under the deferred compensation plans applicable to former Texaco and Caltex employees); and (ii)
the actual amount of the Participants single life annuity under the Retirement Plan commencing as
of that Annuity Starting Date.
(2) Calculation of Lump Sum Value of Single Life Annuity. The single life annuity and
lump sum values described in (1) above shall be determined using the applicable formulae and
actuarial assumptions in effect under the Retirement Plan as of the Annuity Starting Date.
(3) Interest. Interest shall accrue on the unpaid portion, if any, of a Participants
Restoration Benefit, commencing on the Annuity Starting Date of the Participants Retirement Plan
benefit. 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.
E-94
(b) The Pre-2006 Plan Benefit of a Pre-2006 Plan Participant whose Annuity Starting Date for
Retirement Plan benefits occurs after 2006 shall be determined as follows:
(1) Restoration Benefit. The Restoration Benefit of a Participant 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 and Caltex employees); and (ii)
the actual amount of the Participants single life annuity under the Retirement Plan commencing as
of the first day of the month following Separation from Service.
(2) Calculation of Lump Sum Value of Single Life Annuity. The single life annuity and
lump sum values described in (b)(1) 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.
(3) 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.
Section IV. Form of Distribution. Except as provided under Section V. of this Appendix
B,the Pre-2006 Plan Benefit of a Pre-2006 Plan Participant shall be paid in accordance with (a) or
(b), and (c).
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(a) |
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the Participants effective election as of December 31, 2008, or |
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(b) |
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in the case of a Pre-2006 Plan Participant whose Annuity Starting Date for
Retirement Plan benefits occurred in 2005 or 2006, if the Participant did not make an
effective election as of December 31, 2008, the default distribution form of ten (10)
approximately equal annual installments that commenced in the first Quarter that was at
least 12 months after the date the Annuity Starting Date. |
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(c) |
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All installments after the first shall be paid in January. The amount of any
installment payment shall be determined by dividing the unpaid balance of the Pre-2006
Plan Participants Pre-2006 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. |
Section V. Changes to Time and Form of Distribution. The time and form of distribution
may be changed only as permitted under the provisions of the main text of this RRP amended and
restated as of January 1, 2009; except that the reference to ten (10) or fewer approximately equal
annual installments shall be replaced with fifteen (15) or fewer approximately equal
installments.
E-95
APPENDIX C
to the
CHEVRON CORPORATION RETIREMENT RESTORATION PLAN
(Amended and Restated as of January 1, 2009)
Section I. Applicability and Definitions. This Appendix C applies to a 2006 Plan
Participant who has an undistributed accrued 2006 Plan Benefit on January 1, 2009. For this
purpose,
(a) 2006 Plan Participant means a participant in the RRP who incurred a Separation from
Service between July 1, 2006 and December 31, 2008; and
(b) 2006 Plan Benefit means the benefit accrued under the RRP to which a 2006 Plan
Participant is entitled solely on account of the Participants service prior to incurring a
Separation of Service between July 1, 2006 and December 31, 2008 (and earnings thereon).
Section II. Governing Provisions. The 2006 Plan Benefit of a 2006 Plan Participant shall
be governed by (i) the provisions of Sections III., IV., and V. of this Appendix C, and (ii) except
as otherwise provided in this Appendix C, the provisions of the main text of the RRP other than
Sections IV. and V.
Section III. Amount of 2006 Plan Benefit.
(a) The 2006 Plan Benefit of an 2006 Plan Participant who incurred a Separation of Service on
or before December 31, 2007 shall be determined under Section 3 of the Chevron Corporation
Retirement Restoration Plan (Amended and Restated as of July 1, 2006) (the 2006 Plan).
(b) The 2006 Plan Benefit of an 2006 Plan Participant who incurred a Separation of Service
after December 31, 2007 and on or before December 31, 2008 shall be determined under Section IV. of
the main text of this RRP amended and restated as of January 1, 2009.
Section IV. Form of Distribution. Except as provided under Section V. of this Appendix C,
the 2006 Plan Benefit of a 2006 Plan Participant shall be paid in accordance with the following:
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(a) |
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the Participants effective election as of December 31, 2008, or if the
Participant did not make an effective election, the default distribution form of a lump
sum payable in the first Quarter that is at least 12 months after the date the
Participant incurs a Separation from Service, and |
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(b) |
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Section 4(f) of the 2006 Plan, if applicable. |
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(c) |
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All installments after the first shall be paid in January. The amount of any
installment payment shall be determined by dividing the unpaid balance of the 2006 Plan
Participants 2006 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. |
Section V. Changes to Time and Form of Distribution. The time and form of distribution
may be changed only as permitted under the provisions of the main text of this RRP amended and
restated as of January 1, 2009.
E-96
APPENDIX D
to the
CHEVRON CORPORATION RETIREMENT RESTORATION PLAN
(Amended and Restated as of January 1, 2009)
Section I. Applicability and Definitions. This Appendix D applies to a SRP Participant
who has an undistributed accrued SRP Benefit on January 1, 2009. For this purpose,
(a) SRP Participant means a participant in the SRP who terminated employment on or before
December 31, 2004 or had a Separation from Service after December 31, 2004 and before July 1, 2006;
and
(b) SRP Benefit means the benefit accrued under the SRP prior to July 1, 2006 (and earnings
thereon).
Section II. Pre-2005 Grandfathered Provisions. Notwithstanding any other provision of the
RRP and this Appendix D, the provisions of the SRP which were in effect on July 1, 2002 shall
govern the SRP Benefit of an SRP Participant who terminated employment on or before December 31,
2004.
Section III. Post-2004 Provisions. The SRP Benefit of an SRP Participant who incurred a
Separation from Service between January 1, 2005 and June 30, 2006 shall be governed by (i) the
provisions of Sections IV., V., and VI. of this Appendix D, and (ii) except as otherwise provided
in this Appendix D, the provisions of the main text of the RRP other than Sections IV. and V.
Section IV. Amount of SRP Benefit.
(a) The SRP Benefit of an SRP Participant who incurred a Separation from Service between
January 1, 2005 and June 30, 2006 shall be determined as follows:
(i) An annual single life annuity shall be determined commencing at age 65 equal to 1.6% times
the Participants Years of Benefit Accrual Service under the Retirement Plan times the
Participants Highest Average Unrestricted Awards. The Committee may, in its sole discretion, also
elect to treat other service with a member of the Affiliated Group as years of benefit accrual
service for purposes of the SRP;
(ii) The annual single life annuity determined pursuant to (i) above shall then be reduced to
a single life annuity commencing as of the first day of the month following the month the
Participant has a Separation from Service, utilizing the applicable formulae and actuarial
assumptions set forth in the Retirement Plan;
E-97
(iii) The annual single life annuity determined pursuant to (ii) above shall then be converted
to a lump sum amount, utilizing the applicable formulae and actuarial assumptions set forth in the
Retirement Plan that are in effect as of the first day of the month following the month the
Participant has a Separation from Service;
(iv) With regard to Former Texaco Employees who had Years of Foreign Benefit Accrual Service,
a Participants Supplemental Benefit shall be increased by an additional 0.3% times the
Participants Years of Foreign Benefit Accrual Service times the Participants Highest Average
Unrestricted Awards; and
(v) 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 SRP as a
part of his or her Supplemental Benefit.
(b) Interest. Interest shall accrue on the unpaid portion, if any, of a Participants
Supplemental Benefit, commencing on the first day of the month following the date the Participant
incurs a 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.
Section V. Form of Distribution. Except as provided under Section VI. of this Appendix D,
the SRP Benefit of an SRP Participant who incurred a Separation from Service between January 1,
2005 and June 30, 2006 shall be paid in accordance with (a) or (b), and (c).
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(a) |
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the Participants effective election as of December 31, 2008, or |
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(b) |
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if the Participant did not make an effective election as of December 31, 2008,
the default distribution form of ten (10) approximately equal annual installments that
commenced in the first Quarter that was at least 12 months after the date the
Participant incurred a Separation from Service. |
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(c) |
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All installments after the first shall be paid in January. The amount of any
installment payment shall be determined by dividing the unpaid balance of the SRP
Participants SRP 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. |
Section VI. Changes to Time and Form of Distribution. The time and form of distribution
may be changed only as permitted under the provisions of the main text of this RRP amended and
restated as of January 1, 2009; except that the reference to ten (10) or fewer approximately equal
annual installments shall be replaced with fifteen (15) or fewer approximately equal
installments.
E-98
exv10w7
Exhibit 10.7
CHEVRON CORPORATION
ESIP RESTORATION PLAN
(Amended and Restated as of January 1, 2009)
E-99
TABLE OF CONTENTS
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Page |
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SECTION I. INTRODUCTION |
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E-103 |
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SECTION II. DEFINITIONS |
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E-104 |
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(a) |
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Account or Accounts |
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E-104 |
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(b) |
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Beneficiary |
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E-104 |
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(c) |
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Benefit Protection Period |
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E-104 |
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(d) |
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Benefit Protection Period Commencement Date |
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E-104 |
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(e) |
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Business in Competition |
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E-104 |
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(f) |
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Change in Control |
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E-104 |
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(g) |
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Chevron Stock |
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E-104 |
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(h) |
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Code |
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E-104 |
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(i) |
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Committee |
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E-104 |
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(j) |
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Composite Transaction Report |
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E-105 |
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(k) |
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Corporation |
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E-105 |
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(l) |
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Corporation Confidential Information |
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E-105 |
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(m) |
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Deferred Compensation Plan |
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E-105 |
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(n) |
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DCP |
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E-105 |
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(o) |
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DCP Salary Deferral |
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E-105 |
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(p) |
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Document |
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E-106 |
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(q) |
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Employee |
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E-106 |
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(r) |
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ERISA |
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E-106 |
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(s) |
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ESIP |
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E-106 |
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(t) |
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ESIP RP Regular Earnings |
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E-106 |
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(u) |
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ESIP RP |
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E-106 |
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(v) |
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ESIP Restoration Benefit |
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E-106 |
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(w) |
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Excess Plan |
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(x) |
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Grandfathered Amount |
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E-107 |
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(y) |
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Misconduct |
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E-107 |
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(z) |
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Participant |
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E-108 |
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E-100
TABLE OF CONTENTS
(continued)
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Page |
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(aa) |
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Payroll |
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E-108 |
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(bb) |
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Plan Benefit |
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E-108 |
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(cc) |
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Plan Year |
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E-108 |
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(dd) |
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Quarter |
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E-108 |
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(ee) |
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Section 401(a)(17) Limitation |
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E-108 |
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(ff) |
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Separation from Service |
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E-108 |
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(gg) |
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Stock Units |
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E-109 |
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(hh) |
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Subsidiary |
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E-109 |
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(ii) |
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Successors and Assigns |
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E-109 |
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(jj) |
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Unforeseeable Emergency |
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E-109 |
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SECTION III. ELIGIBILITY AND PARTICIPATION |
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E-110 |
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SECTION IV. PLAN BENEFITS |
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E-110 |
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(a) |
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Allocation of Stock Units |
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E-110 |
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(b) |
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Earnings |
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E-111 |
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SECTION V. DISTRIBUTION OF PLAN BENEFITS |
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E-111 |
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(a) |
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Default Distribution Form |
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E-111 |
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(b) |
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Distribution Election |
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E-111 |
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(c) |
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Valuation of Stock Units/Determination of Installment Payments |
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E-111 |
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(d) |
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Change of Distribution Form Election |
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E-112 |
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(e) |
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Acceleration of Payments |
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E-112 |
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(f) |
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Unforeseeable Emergency |
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E-112 |
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(g) |
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Cashout Limit |
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E-113 |
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SECTION VI. DEATH BENEFITS |
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E-113 |
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(a) |
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Beneficiary Designation |
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E-113 |
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(b) |
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Time and Form of Death Benefit |
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SECTION VII. MISCELLANEOUS |
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(a) |
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Forfeitures |
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(b) |
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Funding |
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(c) |
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Tax Withholding |
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TABLE OF CONTENTS
(continued)
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Page |
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(d) |
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No Employment Rights |
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E-114 |
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(e) |
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No Assignment of Property Rights |
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(f) |
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Effect of Change in Capitalization on Participants Accounts |
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(g) |
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Administration |
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(h) |
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Amendment and Termination |
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(i) |
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Effect of Reemployment |
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(j) |
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Excess Plan/Top Hat Plan Status |
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(k) |
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Successors and Assigns |
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(l) |
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409A Compliance |
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(m) |
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Choice of Law |
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SECTION VIII. CHANGE IN CONTROL |
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(a) |
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Restrictions on Amendments During Benefit Protection Period |
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(b) |
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Exception to Section VIII.(a) |
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(c) |
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Restrictions on Certain Actions Prior to or Following, a Change in Control |
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(d) |
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ESIP Restoration Benefit |
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(e) |
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Distribution of Plan Benefits |
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(f) |
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Establishment of a Trust |
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(g) |
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No Forfeitures |
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(h) |
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Miscellaneous |
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SECTION IX. GRANDFATHERED PROVISIONS |
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SECTION X. EXECUTION |
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APPENDIX A GRANDFATHERED PLAN PROVISIONS |
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APPENDIX B DISTRIBUTION PROVISIONS for Separation from Service between January 1, 2005
and December 31, 2008 |
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CHEVRON CORPORATION
ESIP RESTORATION PLAN
(Amended and Restated as of January 1, 2009)
SECTION I. INTRODUCTION.
(a) The ChevronTexaco Corporation ESIP Restoration Plan (the ESIP-RP) was established
effective July 1, 2002 as a spin out of a portion of the liabilities of the Chevron Corporation
Excess Benefit Plan (the Excess Plan). The ESIP-RP provides additional retirement benefits to
those provided under the Chevron Employee Savings Investment Plan (the ESIP) (prior to January 1,
2006, the ESIP was named the ChevronTexaco Employee Savings Investment Plan). In addition, the
ESIP-RP also provided additional retirement benefits to those provided under the Unocal Savings
Plan (the USP), effective January 1, 2006 through the effective date of the USPs merger with the
ESIP.
(b) Effective July 1, 2006, the ESIP-RP was amended and restated to incorporate certain
ESIP-RP changes which occurred subsequent to July 1, 2002, and to rename the ESIP-RP the Chevron
Corporation ESIP Restoration Plan. From July 1, 2002 through December 31, 2005, this ESIP-RP
provided additional retirement benefits to those provided under the ESIP because the ESIPs
benefits are subject to limitations on contributions imposed by sections 401(a)(17) or 415 of the
Code and because the ESIPs definition of Regular Earnings did not include salary deferrals under
the Chevron Corporation Deferred Compensation Plan for Management Employees (together with the
Chevron Corporation Deferred Compensation Plan for Management Employees II, the Deferred
Compensation Plan). Prior to January 1, 2006, Participants received credits under this ESIP-RP
without regard to whether the Participant deferred any amount to the Deferred Compensation Plan or
the ESIP.
(c) On August 10, 2005, the Corporation acquired Unocal Corporation and later became the
sponsor of the USP. Effective January 1, 2006, the ESIP-RP also provides benefits to certain
members of the USP as described below.
(d) Effective January 1, 2006, amounts allocated to this ESIP-RP are limited to Participants
(including Members of the ESIP and USP) whose compensation exceeds the limitation on compensation
that may be taken into account with respect to a qualified retirement plan that is imposed by
section 401(a)(17) of the Code (the Section 401(a)(17) Limitation) and who elect to defer two
percent (2%) or more of their Regular Earnings over this limitation to the Deferred Compensation
Plan.
(e) In addition, the July 1, 2006 ESIP-RP restatement was intended to incorporate changes
necessary to comply with section 409A of the Code, to grandfather the provisions of the ESIP-RP
that were in effect as of December 31, 2004, and to adopt certain other transitional rules pursuant
to guidance issued with respect to section 409A of the Code.
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(f) Effective January 1, 2009, the ESIP-RP was amended and restated in order to comply with
the Internal Revenue Services final regulations under Section 409A. Because of certain changes to
the ESIPs definition of Regular Earnings effective on or after January 1, 2008, the ESIP-RP was
also amended to continue to include salary deferrals under the Deferred Compensation Plan and
exclude awards under the Chevron Incentive Plan (or successor plan) in the compensation used for
purposes of this ESIP-RP.
(g) The main text of this ESIP-RP shall govern the Plan Benefit attributable to amounts
credited to a Participants Account (and earnings thereon) on or after January 1, 2005 except that
Appendix B shall govern the distribution of such Plan Benefit of a Participant who incurs a
Separation from Service between January 1, 2005 and December 31, 2008. Appendix A shall govern a
Participants Grandfathered Amount.
SECTION II. DEFINITIONS.
Except as provided below, capitalized terms used in the ESIP-RP shall have the same meaning as
in the ESIP.
(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 VI.
(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) Business in Competition means any person, organization or enterprise which is
engaged in or is about to be engaged in any line of business engaged in by the Corporation at such
time.
(f) 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.
(g) Chevron Stock means the common stock of the Corporation.
(h) Code means the Internal Revenue Code of 1986, as amended.
(i) Committee means the Management Compensation Committee of the Board of Directors
of the Corporation.
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(j) 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.
(k) Corporation means Chevron Corporation, a Delaware corporation, or any Successors
or Assigns. Where the context shall permit, Corporation shall include the Subsidiaries of Chevron
Corporation.
(l) Corporation Confidential Information includes:
(1) Information embodied in inventions, discoveries and improvements, whether patentable or
unpatentable, including trade secrets;
(2) Geological and geophysical data and analyses thereof, well information, discoveries,
development initiatives, reserves, offshore bidding strategies, potential value of unleased
offshore acreage, exploration and other business strategies and investment plans, business methods,
current and planned technology, processes and practices relating to the existence of, exploration
for, or the development of oil, gas, or other potentially valuable raw material, product, mineral
or natural resource of any kind;
(3) Confidential personnel or Human Resources data;
(4) Customer lists, pricing, supplier lists, and Corporation processes;
(5) Any other information having present or potential commercial value; and
(6) Confidential information of any kind in possession of the Corporation, whether developed
for or by the Corporation (including information developed by the Participant), received from a
third party in confidence, or belonging to others and licensed or disclosed to the Corporation in
confidence for use in any aspect of its business and without regard to whether it is designated or
marked as such through use of such words as classified, confidential or restricted;
Provided, however, that Corporation Confidential Information shall not include any information
that is or becomes generally known through no wrongful act or omission of the Participant.
However, information shall not fail to be Corporation Confidential Information solely because it is
embraced by more general information available on a non-confidential basis.
(m) Deferred Compensation Plan means the Chevron Corporation Deferred Compensation
Plan for Management Employees or the Chevron Corporation Deferred Compensation Plan for Management
Employees II, whichever is applicable.
(n) DCP means the Chevron Corporation Deferred Compensation Plan for Management
Employees II.
(o) DCP Salary Deferral means a contribution of two percent (2%) or more of DCP
Regular Earnings (as defined in the Rules governing the amounts deferred under the DCP) above the
Section 401(a)(17) Limitation to the DCP.
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(p) Document means any devices, records, data, notes, reports, abstracts, proposals,
lists, correspondence (including e-mails), specifications, drawings, blueprints, sketches,
materials, equipment, reproductions of any kind made from or about such documents or information
contained therein, recordings, or similar items.
(q) Employee means an individual who is paid on the U.S. dollar Payroll of the
Corporation, but shall not include an individual for any period in which he or she is:
(1) Compensated for services by a person other than the Corporation and who, at any time and
for any reason, is deemed to be an Employee;
(2) Not on the Payroll of the Corporation and who, at any time and for any reason, is deemed
to be an Employee;
(3) 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 the Corporation;
(4) If, during any period, the Corporation 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.
(r) ERISA means the federal Employee Retirement Income Security Act of 1974, as
amended.
(s) ESIP means the Chevron Corporation Employee Savings Investment Plan.
(t) ESIP-RP Regular Earnings means Regular Earnings as defined in the ESIP:
(1) Without regard to the Section 401(a)(17) Limitation;
(2) Not including any awards under the Chevron Incentive Plan of Chevron Corporation (or any
successor plans); and
(3) Including deferred amounts under a DCP Salary Deferral.
(u) ESIP-RP means the Chevron Corporation ESIP Restoration Plan.
(v) ESIP Restoration Benefit means the benefit described in Section IV.
(w) 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.
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(x) 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).
(y) Misconduct of a Participant means:
(1) 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 the Participant:
(A) Had knowledge of the material noncompliance or circumstances giving rise to such
noncompliance and willfully failed to take reasonable steps to bring it to the attention of
appropriate individuals within the Corporation; or
(B) Knowingly engaged in practices which materially contributed to the circumstances that
enabled such material noncompliance to occur;
(2) A Participant commits an act of embezzlement, fraud or theft with respect to the property
of the Corporation, materially violates the Corporations conflict of interest policy, or breaches
his or her fiduciary duty to the Corporation;
(3) A Participant, while still employed by the Corporation:
(A) Willfully misappropriates or discloses to any person, firm or corporation any Corporation
Confidential Information, unless the Participant is expressly authorized by the Corporations
management to disclose such Corporation Confidential Information, pursuant to a written
non-disclosure agreement that sufficiently protects it;
(B) Directly or indirectly engages in, commences employment with, or materially renders
services, advice or assistance to any Business in Competition with the Corporation other than on
behalf of the Corporation;
(C) Induces or attempts to induce, directly or indirectly, any of the Corporations customers,
employees, representatives or consultants to terminate, discontinue or cease working with or for
the Corporation, or to breach any contract with the Corporation, in order to work with or for, or
enter into a contract with, the Participant or any third party other than when such action is taken
on behalf of the Corporation;
(4) A Participant willfully fails to promptly return all Documents and other tangible items
belonging to the Corporation that are in his or her possession or control upon termination of
employment, whether pursuant to retirement or otherwise;
(5) A Participant willfully commits an act which, under applicable law, constitutes the
misappropriation of a Corporation trade secret or otherwise violates the law of unfair competition
with respect to the Corporation; including, but not limited to, unlawfully:
(A) Using or disclosing Corporation Confidential Information; or
E-107
(B) Soliciting (or contributing to the soliciting of) the Corporations customers, employees,
representatives, or consultants to:
(i) Terminate, discontinue or cease working with or for the Corporation; or
(ii) To breach any contract with the Corporation, in order to work with or for, or enter into
a contract with, the Participant or any third party;
(6) A Participant willfully fails to inform any new employer of the Participants continuing
obligation to maintain the confidentiality of the trade secrets and other Corporation Confidential
Information obtained by the Participant during the term of his or her employment with the
Corporation;
The Committee shall determine in its sole discretion whether the Participant has engaged in
any of the acts set forth in subsections (1) through (6) above, and its determination shall be
conclusive and binding on all interested persons.
(z) Participant means a person who is eligible to participate in the ESIP-RP as
provided in Section III. Notwithstanding the foregoing, an individual who is paid on a non-U.S.
Payroll or on the Global Offshore Payroll is not an Employee for purposes of becoming a
Participant under Section III.(1) or a Participant for purposes of receiving an allocation under
Section IV.(a).
(aa) Payroll means the system used by the Corporation to pay those individuals it
regards as Corporation employees for their services and to withhold employment taxes from the
compensation it pays to such employees. Payroll does not include any system the Corporation uses
to pay individuals whom it does not regard as Corporation employees and for whom it does not
actually withhold employment taxes (including, but not limited to, individuals it regards as
independent contractors) for their services.
(bb) Plan Benefit means the benefit described in Section IV.
(cc) Plan Year means the calendar year.
(dd) Quarter means a calendar quarter.
(ee) 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.
(ff) Separation from Service means separation from service with the Corporation
within the meaning of section 409A of the Code
(1) Whether such a termination of employment has occurred is determined based on whether the
facts and circumstances indicate that the Corporation and employee reasonably anticipated that no
further services will be performed after a certain date or that the level of bona fide services the
employee would perform after such date (whether as an employee or as an independent contractor)
would permanently decrease to less than fifty percent (50%) of the
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average level of bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding thirty-six (36)-month period (or the full period of
services to the employer if the employee has been providing services to the employer less than
thirty-six (36) months).
(2) Notwithstanding the foregoing, the employment relationship is treated as continuing
intact:
(A) While the individual is on military leave, sick leave, or other bona fide leave of absence
if the period of such leave does not exceed six (6) months, or if longer, so long as the individual
retains a right to reemployment with the service recipient under an applicable statute or by
contract. Where a leave of absence is due to any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than six (6) months, where such impairment causes the employee to be unable to
perform the duties of his or her position of employment or any substantially similar position of
employment, a twenty-nine (29)-month period of absence is substituted for such six (6)-month
period.
(B) Until the individual separates from service with the third-party, where the employee
terminates employment with the Corporation due to a bona fide sale of substantial assets to such
third-party and becomes employed by it in connection with such sale; provided that the Corporation
or the Committee so designates within its sole discretion no later than the closing date of the
sale.
(gg) Stock Units means the Chevron stock equivalents credited to a Participants
Account in accordance with Section IV.
(hh) Subsidiary means any corporation or entity with respect to which the
Corporation, one or more Subsidiaries, or the Corporation together with one or more Subsidiaries,
owns not less than eighty percent (80%) of the total combined voting power of all classes of stock
entitled to vote, or not less than eighty percent (80%) of the total value of all shares of all
classes of stock.
(ii) 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; including any corporation or other entity effectuating a Change in
Control of the Corporation.
(jj) Unforeseeable Emergency
(1) Means a severe financial hardship to the Participant or his or her Beneficiary resulting
from:
(A) An illness or accident of the Participant or Beneficiary, the Participants or
Beneficiarys spouse, or the Participants or Beneficiarys dependent (as defined in section 152(a)
of the Code);
E-109
(B) Loss of the Participants or Beneficiarys property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by insurance); or
(C) Other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or Beneficiary.
(2) Notwithstanding Section II.(jj) (1); a hardship shall not constitute an Unforeseeable
Emergency:
(A) To the extent that it is, or may be, relieved by:
(i) Reimbursement or compensation, by insurance or otherwise;
(ii) Liquidation of the Participants or Beneficiarys assets to the extent that the
liquidation of such assets would not itself cause severe financial hardship (such assets shall
include but not be limited to stock options, Common Stock, and Chevron Corporation Employee Savings
Investment Plan balances); or
(iii) Cessation of deferrals under the plan.
(B) If (among other events), it consists of payment of college tuition or purchasing a home.
SECTION III. ELIGIBILITY AND PARTICIPATION.
Participation in the ESIP-RP shall be limited to individuals who: on January 1, 2009, or
thereafter, meet the following requirements:
(1) they
(A) are Employees who are eligible to participate in the ESIP; and
(B) make a DCP Salary Deferral; or
(2) they have an undistributed accrued benefit under the ESIP-RP.
SECTION IV. PLAN BENEFITS.
The Plan Benefit under the ESIP-RP consists of the ESIP Restoration Benefit. The ESIP
Restoration Benefit is the lump sum value of a Participants Stock Units which are credited to a
Participants Account. In addition to the Stock Units credited to a Participants Account as of
December 31, 2008, Stock Units are credited to such Account as described below in Sections IV.(a)
and are credited with earnings in accordance with Section IV.(b) below.
(a) Allocation of Stock Units. A Participant who makes a DCP Salary Deferral for the
calendar year shall receive an allocation of Stock Units equal to eight percent (8%) of that
portion of the Participants ESIP-RP Regular Earnings that are not included in Regular
Earnings under the ESIP.
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(b) Earnings. As of the payment date of a cash dividend paid with respect to shares
of Chevron Stock, each Participants 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.
SECTION V. DISTRIBUTION OF PLAN BENEFITS.
Plan Benefits shall be distributed in cash in accordance with this Section V. Distributions
shall only be made after a Participant incurs a Separation from Service.
(a) Default Distribution Form. Unless the Participant has made a valid election to
the contrary or except as provided in Section VI.(b), the Participants Plan Benefit shall be
distributed in a lump sum in the first Quarter that is at least twelve (12) months after the date
the Participant incurs a Separation from Service.
(b) Distribution Election. A Participant is permitted to make an initial election
regarding the timing and form of distribution of his or her Plan Benefit as follows:
(1) Election Procedure. A Participant who is eligible to participate in the ESIP-RP
on his or her first hire date and who completes a valid salary deferral election under the DCP
within 30 days of such date may also elect his or her time and form of distribution under this
ESIP-RP on or before the date that is 30 days after his or her first hire date. Any other
Participant may elect his or her time and form of distribution no later than the later of December
31, 2006 and the last day of the calendar year in which the Participant first completes a valid
salary deferral election under the DCP, or such earlier date as specified by the Committee. Such
an election shall be made by filing the prescribed form with the Committee.
(2) Time and Form of Distribution.
A Participant may make a timely election to receive his or her Plan Benefit only in the
following forms and times:
(A) In a lump sum payable 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; or
(B) In ten (10) or fewer approximately equal annual installments, 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. Subsequent installments will
be paid each January.
(c) Valuation of Stock Units/Determination of Installment Payments. The amount of the
cash payment pursuant to Section V.(a) or (b) attributable to any Account to which Stock
E-111
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 Chevron 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 V.(a) or (b)) may be changed in accordance with the requirements of
this Section V.(d) and such additional procedures as may be prescribed by the Committee in its sole
discretion, subject to the following requirements:
(1) Such an election shall only be valid if it is made at least twelve (12) months prior to
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. The new election can be a
lump sum payment or ten or fewer installments payable or commencing in the first Quarter or the
first January that is five or more whole years after the date the original payment(s) were
scheduled to commence. All installment payments shall be made in cash and, after the first such
installment, shall be paid in January; and
(2) 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. Installment payments shall be considered to
be one payment.
(e) Acceleration of Payments. Except with respect to an Unforeseeable Emergency; a
Participant may not elect to accelerate an irrevocable distribution of any portion of his or her
Plan Benefit prior to the date it would otherwise be distributed; provided that an election change
permitted under Section V.(d) shall not be considered to be an accelerated distribution solely
because such change results in a change to the time and/or form of distribution.
(f) Unforeseeable Emergency.
(1) A Participant may request distribution of such portion of his or her Account to the extent
reasonably necessary to satisfy an Unforeseeable Emergency (which may include amounts necessary to
pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to
result from the distribution).
(2) Determinations of amounts reasonably necessary to satisfy the Unforeseeable Emergency will
take into account any additional compensation that is available to the Participant to satisfy the
Unforeseeable Emergency with the exception of benefits:
(A) Under a pension plan qualified under section 401(a) of the Code (including any amount
available as a plan loan); or
(B) Available due to the Unforeseeable Emergency under another nonqualified deferred
compensation plan within the meaning of section 409A of the Code (or would be such a nonqualified
deferred compensation plan if it was not grandfathered under the effective date provisions of
section 409A of the Code).
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(3) Notwithstanding Section V.(c), the date the Committee approves the request for such an
Unforeseeable Emergency distribution shall be used for purposes of determining the number of Stock
Units credited to a Participants Account, as well as the valuation of these Stock Units; provided,
however, that any earnings credited under Section IV.(b) during the Quarter in which the Committee
approves the request shall be deemed to be credited as of such date if necessary to satisfy the
Unforeseeable Emergency.
(g) Cashout Limit. Notwithstanding any other provision of this Section V., if a
Participants Plan Benefit upon Separation from Service is less than $50,000 (not including the
Participants Grandfathered Amount) as of the first business day of the first Quarter that is at
least 12 months following the date the Participant incurs a Separation from Service, then such Plan
Benefit shall be distributed in a lump sum during such Quarter.
SECTION VI. DEATH BENEFITS.
(a) Beneficiary Designation. 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
that is undistributed at the time of 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.
(b) Time and Form of Death Benefit. If a Participant who has made a valid election as
to the form and time of the payment of his or her Account 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 V.(f). 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 on the date that is six months following the date of the Participants
death.
SECTION VII. MISCELLANEOUS.
(a) Forfeitures. Plan Benefits shall be fully vested at all times; provided, however,
that, if a Participant engages in Misconduct the Committee (or its delegate) may determine that any
balance in the Participants Account attributable to allocations to the ESIP-RP on or after June
29, 2005 and the date of the Participants Misconduct shall be forfeited.
(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 with
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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 Corporation; 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 the Corporation nor affect the right of the
Corporation 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 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 VII.(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 a domestic relations order (as defined in section 414(p)(1)(B) of the Code)
that is valid under applicable state law and not preempted by ERISA shall not constitute a
violation of this Section VII.(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.
(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. Subject to the
requirements of applicable law, the Committee may designate other persons to carry out its
responsibilities and may prescribe such conditions and limitations as it may deem appropriate in
its sole discretion.
(h) Amendment and Termination. The Corporation expects to continue the ESIP-RP
indefinitely. Future conditions, however, cannot be foreseen. Subject to Section VIII., 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 IV.(b).
E-114
(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. The Plan Benefit of a reemployed Participant that is
attributable to such additional service shall be allocated to a new Account. When the reemployed
Participant subsequently incurs a Separation from Service, such new Account will be distributed in
accordance with Section V. of this ESIP-RP without regard to any election made with respect to, or
distribution schedule applicable to, amounts attributable to the Participants previous employment.
For this purpose, a distribution election only with respect to the Plan Benefit attributable to the
additional service that is made by the Participant no later than the last day of the calendar year
immediately preceding the first calendar year in which such Plan Benefit accrues or such earlier
date as specified by the Committee shall be treated as the initial distribution election under
Section V.(b) with respect to such Plan Benefit. A Participant who has incurred a Separation from
Service without terminating his or her employment relationship with the Company shall be considered
to be reemployed for purposes of this Section VII.(i) when the Participant begins to actually
perform services for the Company, and any amounts allocated with respect to the Participant prior
to such time shall be attributable to his or her previous employment.
(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 Plan Benefit, but only to the extent of the amount required to be included in income
as a result of such failure.
(m) Choice of Law. The ESIP-RP shall be administered, construed and governed in
accordance with ERISA, the Code, and, to the extent not preempted by ERISA, by the laws of the
State of California, but without regard to its conflict of law rules. Notwithstanding the
foregoing, domestic relations orders and the Section II.(y) definition of Misconduct shall be
subject to the jurisdictions law that would otherwise be applicable, but without regard to that
particular jurisdictions conflict of laws rules.
E-115
SECTION VIII. CHANGE IN CONTROL.
Notwithstanding any other provisions of the ESIP-RP to the contrary, the provisions of this
Section VIII. shall apply during the Benefit Protection Period.
(a) Restrictions on Amendments During Benefit Protection Period. Notwithstanding
Section VII.(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:
(1) 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;
(2) 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;
(3) 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;
(4) Amend Sections II (c), II (d), II (f), II (ii), VII.(k), or VIII. of the ESIP-RP; or
(5) Terminate the ESIP-RP.
(b) Exception to Section VIII.(a). Section VIII.(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 VIII., 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 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
E-116
Section VIII. 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 VIII.(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.
(e) Distribution of Plan Benefits. A Change in Control shall not affect the time
and form of distributions under the Plan.
(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. During the Benefit Protection Period, a Participants ESIP-RP
Benefit shall not be subject to forfeiture under any circumstances.
(h) Miscellaneous.
(1) 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.
(2) 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.
(3) 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.
E-117
SECTION IX. GRANDFATHERED PROVISIONS.
Notwithstanding any provision of the main text of the ESIP-RP, any provision in an Appendix shall
supersede any contrary provision herein unless the Appendix specifically states to the contrary.
SECTION X. EXECUTION.
Approved by the Board at a meeting held on December 10, 2008 and effective January 1, 2009 and executed pursuant to the Boards delegation.
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By
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/s/ Robert J. Eaton |
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Date |
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December 10, 2008 |
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E-118
APPENDIX A
to the
CHEVRON CORPORATION ESIP RESTORATION PLAN
(As Amended and Restated as of January 1, 2009)
This Appendix A applies to a Participants Grandfathered Amount.
Section I. Applicable Provisions. The provisions of the ESIP-RP which were in effect on
July 1, 2002 [the July 1, 2002 ESIP-RP, a copy of which is Appendix A to the Chevron Corporation
ESIP Restoration Plan (as Amended and Restated as of July 1, 2006)], as modified by this Appendix
A, shall govern a Participants Grandfathered Amount.
Section II. Distribution Form Elections. The phrase No later than 30 days after the date
the Employee ceases to be an Employee in Section 4(b)(i) of the July 1, 2002 ESIP-RP is hereby
replaced with On or prior to the last day of the Quarter in which the Participant incurs a
Separation from Service.
Section III. Valuation of Stock Units/Determination of Installment Payments. The amount
of the cash payment 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 Chevron
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.
E-119
APPENDIX B
to the
CHEVRON CORPORATION ESIP RESTORATION PLAN
(As Amended and Restated as of January 1, 2009)
This Appendix B applies to a Participant who incurred a Separation from Service between January 1,
2005 and December 31, 2008 and has an undistributed accrued benefit under the ESIP-RP on January 1,
2009.
Section I. Form of Distribution. The Plan Benefit of a Participant who incurred a
Separation from Service between January 1, 2005 and December 31, 2008 shall be paid in accordance
with
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(i) |
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the Participants election in effect on December 31, 2008 or, if no election
was in effect on December 31, 2008, the default distribution form specified in Section
4(a) of the Chevron Corporation ESIP Restoration Plan (Amended and Restated as of July
1, 2006) (the 2006 Plan), and |
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(ii) |
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Section 4(e) of the 2006 Plan, if applicable. |
Section II. Changes to Time and Form of Distribution. The time and form of distribution
may be changed only as permitted under the provisions of the main text of the ESIP-RP; except that
the reference to ten (10) or fewer approximately equal annual installments shall be replaced with
fifteen (15) or fewer approximately equal installments for a Participant who incurred a
Separation from Service between January 1, 2005 and December 31, 2005.
E-120
exv10w13
Exhibit 10.13
SUMMARY OF CHEVRON INCENTIVE PLAN AWARD CRITERIA
The Chevron Incentive Plan (CIP) (formerly the Management Incentive Plan of Chevron Corporation) is
an annual cash incentive plan that links awards to performance results of the prior year.
Chevrons named executive officers (NEOs) are eligible to receive awards under the CIP. CIP awards
are designed to reward plan participants, including the NEOs, for business and individual
performance.
Prior to each performance year (i.e. fiscal year), the Boards Management Compensation Committee
establishes a CIP Award Target (explained under CIP Award Target below) for each NEO, which is
based on a percentage of the NEOs base salary. After the end of the performance year, the
Committee assesses Chevrons overall performance and sets a Corporate Performance Factor (explained
under Chevrons Corporate Performance below), which is the same for each NEO. The Committee then
determines the cash amount for each NEOs CIP award by multiplying the NEOs CIP Award Target by
the Corporate Performance Factor, and then adjusting the number to take into account the NEOs
individual performance, including the performance of any strategic business units reporting to the
NEO. The Corporate Performance Factor and the NEOs individual performance are not determined by a
formula or on the basis of predetermined financial targets or award ranges. Rather, the Committee
exercises its discretion based upon a number of factors discussed below. With respect to each NEO
other than the CEO, the CEO makes a recommendation to the Committee.
CIP Award Target. The CIP Award Target is a percentage of the NEOs base salary and is set
prior to the beginning of the performance year as an appropriate starting point for determining the
actual size of the NEOs CIP award. The Committee sets the percentage of base salary for each
salary grade to be competitive with similar awards to persons in similar positions at companies in
Chevrons Oil Industry Peer Group (viz. Anadarko Petroleum, Hess, BP, ConocoPhillips, Devon Energy,
Exxon Mobil, Marathon Oil, Occidental Petroleum, Royal Dutch Shell, Sunoco, Tesoro and Valero
Energy).
Chevrons Corporate Performance. After the end of the performance year, the Committee sets
the Corporate Performance Factor based on its assessment of how Chevron performed. The Committee
considers numerous metrics in setting the Corporate Performance Factor, including earnings, return
on capital employed, and Chevrons total stockholder return ranking and Chevrons return on capital
employed ranking. The Committee does not have a set formula for evaluation of these metrics, but
rather exercises its discretion, taking into account how Chevron performed in light of its business
plan objectives. Also, given the long-term nature of the business, in which investments today
yield returns for decades to come, the Committee also considers decisions and progress on strategic
investments. The Committee also focuses on nonfinancial items, such as safety, employee diversity,
oil and gas production, reliability of facilities and operations, and progress on strategic
projects and investments for the future of the business. The Committee considers Chevrons
performance in these areas on both an absolute and relative basis, comparing our performance
against the performance of our top competitors in the Oil Industry Peer Group (viz. BP,
ConocoPhillips, Exxon Mobil and Royal Dutch Shell) and considering these in light of matters beyond
managements control, such as commodity price effects, industry mergers and acquisitions, and
foreign exchange. The Corporate Performance Factor is the same for each NEO.
E-121
Individual Performance. After the Committee has applied the Corporate Performance Factor
to the CIP Award Target for each NEO, the Committee exercises its discretion in further adjusting
the final CIP award to take into account individual performance, which includes consideration of
business performance in the areas of responsibility reporting to the NEO. The Committee also
considers internal pay equity to ensure that NEOs in the same base salary grade are positioned
properly. The Committee does not use a predetermined set of metrics, targets or formula in
considering individual performance. Instead, the Committee uses its judgment in analyzing the
individual performance of each NEO, including how any business units reporting to the NEO
performed.
Chevron reports annual CIP awards to each of its NEOs in its Annual Report on Form 10-K or its
annual Proxy Statement.
E-122
exv10w19
Exhibit 10.19
CHEVRON CORPORATION
NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION AND DEFERRAL PLAN
Stock Units Agreement
[insert name]
(Please sign below and return this Agreement)
Chevron Corporation has made the following grant to you, subject to the terms of the Chevron
Corporation Non-Employee Directors Equity Compensation and Deferral Plan (the Plan) and Rules
Governing Awards Under the Plan. Both documents are incorporated into this Agreement and copies
are available to you on request. By signing this Agreement and accepting this grant, you are
agreeing to all the terms and conditions of the Plan and Rules.
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1. |
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Date of Grant: |
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2. |
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The number of Stock Units awarded is , subject to adjustment as provided in
Section 10 of the Plan. |
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3. |
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The Stock Units vest on the last day of the Annual Compensation Cycle to which the
Grant relates. |
IN WITNESS WHEREOF, Chevron Corporation has caused this Agreement to be executed on its
behalf by its duly authorized representative and the Director has executed the same on the day and
year indicated below.
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Date:
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By: |
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Date:
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By: |
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Director |
E-123
exv12w1
Exhibit 12.1
Chevron
Corporation Total Enterprise Basis
Computation of Ratio of Earnings to Fixed Charges
(Millions
of dollars)
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Year Ended December 31
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2008
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2007
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2006
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2005
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|
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2004
|
|
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Income From Continuing Operations
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$
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23,931
|
|
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$
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18,688
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|
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$
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17,138
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$
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14,099
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$
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13,034
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Income Tax Expense
|
|
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19,026
|
|
|
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13,479
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|
|
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14,838
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|
|
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11,098
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|
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7,517
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Distributions (Less) Greater Than Equity in Earnings of
Affiliates
|
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(440
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)
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(1,439
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)
|
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(979
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)
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(1,304
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)
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(1,422
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)
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Minority Interest
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100
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|
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107
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70
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|
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96
|
|
|
|
85
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Previously Capitalized Interest Charged to Earnings During Period
|
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91
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62
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|
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111
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|
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93
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|
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83
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Interest and Debt Expense
|
|
|
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166
|
|
|
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451
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|
|
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482
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|
|
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406
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Interest Portion of Rentals*
|
|
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983
|
|
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798
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|
|
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766
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|
|
|
688
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|
|
|
687
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|
|
|
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|
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Earnings Before Provision for Taxes and Fixed Charges
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$
|
43,691
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|
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$
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31,861
|
|
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$
|
32,395
|
|
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$
|
22,252
|
|
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$
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20,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest and Debt Expense
|
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$
|
|
|
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$
|
166
|
|
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$
|
451
|
|
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$
|
482
|
|
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$
|
406
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Interest Portion of Rentals*
|
|
|
983
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|
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798
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|
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766
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|
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688
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|
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687
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Preferred Stock Dividends of Subsidiaries
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1
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1
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1
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1
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Capitalized Interest
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|
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256
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|
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302
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|
|
|
157
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|
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|
60
|
|
|
|
44
|
|
|
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|
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|
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|
|
|
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|
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|
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Total Fixed Charges
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$
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1,239
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|
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$
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1,267
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|
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$
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1,375
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|
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$
|
1,231
|
|
|
$
|
1,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Ratio of Earnings to Fixed Charges
|
|
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35.26
|
|
|
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25.15
|
|
|
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23.56
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|
|
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20.51
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|
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17.92
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|
* Calculated as one-third of rentals. Considered a reasonable
approximation of interest factor.
E-124
exv21w1
Exhibit 21.1
SUBSIDIARIES
OF CHEVRON
CORPORATION1
At December 31, 2008
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State, Province or Country in Which
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Name of Subsidiary
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Organized
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Beta Offshore Nigeria Deepwater
Limited2
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Nigeria
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Cabinda Gulf Oil Company Limited
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Bermuda
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Chevron and Gulf UK Pension Plan Trustee Company Limited
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England
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Chevron Argentina S.R.L
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Argentina
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Chevron Australia Pty Ltd.
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Australia
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Chevron Australia Transport Pty Ltd.
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Australia
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Chevron (Bermuda) Investments Limited
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Bermuda
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Chevron Brasil Ltda.
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Brazil
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Chevron Brasil Petróleo Limitada
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Brazil
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Chevron Canada Capital Company
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Nova Scotia
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Chevron Canada Finance Limited
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Canada
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Chevron Canada Funding Company
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Nova Scotia
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Chevron Canada Limited
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Canada
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Chevron Capital Corporation
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Delaware
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Chevron Caspian Pipeline Consortium Company
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Delaware
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Chevron Environmental Management Company
3
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California
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Chevron Funding Corporation
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Delaware
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Chevron Geothermal Indonesia, Ltd.
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Bermuda
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Chevron Global Energy Inc.
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Delaware
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Chevron Global Power Company
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Pennsylvania
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Chevron Global Technology Services Company
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Delaware
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Chevron Global Upstream and
Gas4
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Pennsylvania
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Chevron International (Congo) Limited
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Bermuda
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Chevron International Petroleum Company
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Delaware
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Chevron Investment Management Company
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Delaware
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Chevron LNG Shipping Company Limited
|
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Bermuda
|
Chevron Marine Products
LLC5
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Delaware
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Chevron Mining Inc.
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Missouri
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Chevron New Zealand
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New Zealand
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Chevron Nigeria Deepwater B Limited
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Nigeria
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Chevron Nigeria Deepwater D Limited
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Nigeria
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Chevron Nigeria Limited
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Nigeria
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Chevron Oil Congo (D.R.C.) Limited
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Bermuda
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E-125
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State, Province or Country in Which
|
Name of Subsidiary
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Organized
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Chevron Oronite Company LLC
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Delaware
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Chevron Oronite Pte. Ltd.
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Singapore
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Chevron Oronite S.A.
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France
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Chevron Overseas Company
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Delaware
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Chevron Overseas (Congo) Limited
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|
Bermuda
|
Chevron Overseas Petroleum Limited
|
|
Bahamas
|
Chevron Overseas Pipeline (Cameroon) Limited
|
|
Bahamas
|
Chevron Overseas Pipeline (Chad) Limited
|
|
Bahamas
|
Chevron Pakistan Limited
|
|
Bahamas
|
Chevron Petroleum Chad Company Limited
|
|
Bermuda
|
Chevron Petroleum Company
|
|
New Jersey
|
Chevron Petroleum Limited
|
|
Bermuda
|
Chevron Philippines Inc.
|
|
Philippines
|
Chevron Pipe Line Company
|
|
Delaware
|
Chevron South Natuna B Inc.
|
|
Liberia
|
Chevron Synfuels Limited
|
|
Bermuda
|
Chevron Thailand Exploration and Production, Ltd.
|
|
Bermuda
|
Chevron Thailand
LLC6
|
|
Delaware
|
Chevron (Thailand) Limited
|
|
Bahamas
|
Chevron Transport Corporation Ltd.
|
|
Bermuda
|
Chevron United Kingdom Limited
|
|
England and Wales
|
Chevron U.S.A. Holdings Inc.
|
|
Delaware
|
Chevron U.S.A. Inc.
|
|
Pennsylvania
|
Equatorial Guinea Ltd.
|
|
Bermuda
|
Four Star Oil & Gas Company
|
|
Delaware
|
Heddington Insurance Limited
|
|
Bermuda
|
HUTTS, LLC
|
|
Delaware
|
Insco Limited
|
|
Bermuda
|
Iron Horse Insurance Co.
|
|
Vermont
|
Oilfield Concession Operators
Limited7
|
|
Nigeria
|
PT Chevron Pacific Indonesia
|
|
Indonesia
|
Saudi Arabian Chevron Inc.
|
|
Delaware
|
Texaco Britain Limited
|
|
England
|
Texaco Capital Inc.
|
|
Delaware
|
Texaco Captain Inc.
|
|
Delaware
|
Texaco Inc.
|
|
Delaware
|
Texaco Investments (Netherlands), Inc.
|
|
Delaware
|
Texaco Overseas Holdings Inc.
|
|
Delaware
|
Texaco Venezuela Holdings (I) Company
|
|
Delaware
|
Traders Insurance Limited
|
|
Bermuda
|
TRMI-H LLC
|
|
Delaware
|
Union Oil Company of California
|
|
California
|
E-126
|
|
|
|
|
State, Province or Country in Which
|
Name of Subsidiary
|
|
Organized
|
|
Unocal Corporation
|
|
Delaware
|
Unocal Energy Trading Inc.
|
|
Delaware
|
Unocal International Corporation
|
|
Nevada
|
Unocal Pipeline Company
|
|
California
|
West Australian Petroleum Pty Limited
|
|
Australia
|
|
|
|
1 |
|
All of the subsidiaries in the above list are wholly owned,
either directly or indirectly, by Chevron Corporation. Certain
subsidiaries are not listed since, considered in the aggregate
as a single subsidiary, they would not constitute a significant
subsidiary at December 31, 2008. |
|
2 |
|
Name changed from Chevron Nigeria Deepwater A Limited in April
2008. |
|
3 |
|
Chevron Environmental Services Company merged into Chevron
Environmental Management Company in April 2008. |
|
4 |
|
Chevron International Exploration and Production Company became
Chevron Global Upstream and Gas in January 2008. |
|
5 |
|
Name changed from Fuel and Marine Marketing LLC in February 2008. |
|
6 |
|
Chevron Thailand Inc became Chevron Thailand LLC in September
2008. |
|
7 |
|
Chevron Nigeria Deepwater C Limited became Oilfield Concession
Operators Limited in January 2008. |
E-127
exv23w1
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the
Registration Statements on
Form S-8
(Nos.
333-102269,
333-72672,
333-21805,
333-21807,
333-21809,
333-26731,
333-46261,
333-105136,
333-122121,
333-02011)
of Chevron Corporation, to the incorporation by reference in the
Registration Statement on
Form S-3
(No. 333-141138)
of Chevron Corporation, to the incorporation by reference in the
Registration Statement on
Form S-3
(No. 333-141138-01)
of Chevron Canada Funding Company and Chevron Corporation, and
to the incorporation by reference in the Registration Statement
on
Form S-3
(No. 333-141138-02)
of Chevron Funding Corporation and Chevron Corporation of our
report dated February 26, 2009, relating to financial
statements, financial statement schedule and the effectiveness
of internal control over financial reporting, which appears in
this
Form 10-K.
/s/ PricewaterhouseCoopers
LLP
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
February 26, 2009
E-128
exv24w1
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 26th day
of February, 2009.
E-129
exv24w2
Exhibit 24.2
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission in Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 9th day of January,
2009.
E-130
exv24w3
Exhibit 24.3
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 14th day
of January, 2009.
E-131
exv24w4
Exhibit 24.4
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 2nd day of January,
2009.
E-132
exv24w5
Exhibit 24.5
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 14th day
of January, 2009.
E-133
exv24w6
Exhibit 24.6
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 19th day
of January, 2009.
|
|
|
|
|
|
|
|
|
/s/ Enrique Hernandez, Jr.
|
|
|
|
|
|
|
|
E-134
exv24w7
Exhibit 24.7
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 26th day
of February, 2009.
E-135
exv24w8
Exhibit 24.8
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 19th day
of January, 2009.
E-136
exv24w9
Exhibit 24.9
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission in Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 26th day
of February, 2009.
E-137
exv24w10
Exhibit 24.10
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 5th day
of January, 2009.
E-138
exv24w11
Exhibit 24.11
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 18th day
of January, 2009.
E-139
exv24w12
Exhibit 24.12
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 5th day
of January, 2009.
E-140
exv24w13
Exhibit 24.13
POWER OF ATTORNEY
WHEREAS, Chevron Corporation, a Delaware corporation (the Corporation), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, an Annual
Report on Form 10-K for the year ended December 31, 2008;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation;
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, KARI H. ENDRIES, and PATRICIA L. TAI,
or any of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Annual Report on Form 10-K (and any and all amendments thereto) and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 26th day
of February, 2009.
E-141
exv31w1
Exhibit 31.1
RULE 13a-14(a)/15d-14(a)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David J. OReilly, certify that:
1. I have reviewed this Annual Report on
Form 10-K
of Chevron Corporation;
2. Based on my knowledge, this Annual Report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual
Report;
3. Based on my knowledge, the financial statements, and
other financial information included in this Annual Report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this Annual Report;
4. The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act
Rules 13a-15(e)
and
15d-15(e))
and internal control over financial reporting (as defined in
Exchange Act
Rules 13a-15(f)
and
15d-15(f))
for the registrant and we have:
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 Annual
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 fourth fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, the registrants internal control over financial
reporting; and
5. The registrants other certifying officer and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):
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.
David J. OReilly
Chairman of the Board and
Chief Executive Officer
Dated: February 26, 2009
E-142
exv31w2
Exhibit 31.2
RULE 13a-14(a)/15d-14(a)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Patricia E. Yarrington, certify that:
1. I have reviewed this Annual Report on
Form 10-K
of Chevron Corporation;
2. Based on my knowledge, this Annual Report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual
Report;
3. Based on my knowledge, the financial statements, and
other financial information included in this Annual Report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this Annual Report;
4. The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act
Rules 13a-15(e)
and
15d-15(e))
and internal control over financial reporting (as defined in
Exchange Act
Rules 13a-15(f)
and
15d-15(f))
for the registrant and we have:
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 Annual
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 fourth fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, the registrants internal control over financial
reporting; and
5. The registrants other certifying officer and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):
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/ Patricia
E. Yarrington
Patricia E. Yarrington
Vice President and
Chief Financial Officer
Dated: February 26, 2009
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exv32w1
Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C.
SECTION 1350)
In connection with the Annual Report of Chevron Corporation (the
Company) on
Form 10-K
for the year ended December 31, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the
Report), I, David J. OReilly, Chairman
and Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to my
knowledge:
(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.
David J. OReilly
Chairman of the Board and
Chief Executive Officer
Dated: February 26, 2009
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exv32w2
Exhibit 32.2
CERTIFICATION
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C.
SECTION 1350)
In connection with the Annual Report of Chevron Corporation (the
Company) on
Form 10-K
for the year ended December 31, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the
Report), I, Patricia E. Yarrington, Vice
President and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to my knowledge:
(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/ Patricia
E. Yarrington
Patricia E. Yarrington
Vice President and
Chief Financial Officer
Dated: February 26, 2009
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exv99w1
Exhibit 99.1
DEFINITIONS
OF SELECTED ENERGY TERMS
Barrels
of oil-equivalent (BOE)
A unit of measure to quantify crude oil, natural gas liquids and
natural gas amounts using the same basis. Natural gas volumes
are converted to barrels on the basis of energy content. See
oil-equivalent gas and production.
Cost-recovery
barrels
A companys production entitlement to recover its costs
(i.e., production costs, exploration costs and other costs)
under a production-sharing contract. As prices increase
or decrease, the number of cost-recovery barrels decreases or
increases, respectively, to recover the same level of costs.
Development
Drilling, construction and related activities following
discovery that are necessary to begin production and
transportation of crude oil and natural gas.
Exploration
Searching for crude oil
and/or
natural gas by utilizing geologic and topographical studies,
geophysical and seismic surveys, and drilling of wells.
Gas-to-liquids
(GTL)
A process that converts natural gas into high-quality
transportation fuels and other products.
Liquefied
natural gas (LNG)
Natural gas that is liquefied under extremely cold temperatures
to facilitate storage or transportation in specially designed
vessels.
Liquefied
petroleum gas (LPG)
Light gases, such as butane and propane, that can be maintained
as liquids while under pressure.
Oil-equivalent
gas (OEG)
The volume of natural gas needed to generate the equivalent
amount of heat as a barrel of crude oil. Approximately 6,000
cubic feet of natural gas is equivalent to one barrel of crude
oil.
Oil
sands
Naturally occurring mixture of bitumen a heavy,
viscous form of crude oil water, sand and clay.
Using hydroprocessing technology, bitumen can be refined to
yield synthetic crude oil.
Production
Total production refers to all the crude oil, natural gas
liquids and natural gas produced from a property. Gross
production is the companys share of total production
before deducting both royalties paid to landowners and a
governments
agreed-upon
share of production under a production-sharing contract. Net
production is gross production minus both royalties paid to
landowners and a governments
agreed-upon
share of production under a production-sharing
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contract. Oil-equivalent production is the sum of the
barrels of liquids and the oil-equivalent barrels of natural gas
produced. See barrels of oil-equivalent and
oil-equivalent gas.
Production-sharing
contract (PSC)
An agreement between a government and a contractor (generally an
oil and gas company) where production is shared between the
parties in a pre-arranged manner. The contractor typically
incurs all exploration, development and production costs which
are subsequently recoverable out of an
agreed-upon
share of any future PSC production, referred to as cost recovery
oil and/or
gas. Any remaining production, referred to as profit oil
and/or gas,
is shared between the parties on an
agreed-upon
basis as stipulated in the PSC. The government may also retain a
share of PSC production as a royalty payment and the contractor
may owe income taxes on its portion of the profit oil or gas.
The contractors share of PSC oil
and/or gas
production and reserves varies over time as it is dependent on
prices, costs, and on specific PSC terms.
Reserves
Crude oil or natural gas contained in underground rock
formations called reservoirs. Proved reserves are the
estimated quantities that geologic and engineering data
demonstrate can be produced with reasonable certainty from known
reservoirs under existing economic and operating conditions.
Estimates change as additional information becomes available.
Oil-equivalent reserves are the sum of the liquids
reserves and the oil-equivalent gas reserves. See barrels of
oil-equivalent and oil-equivalent gas.
Synthetic
crude oil
A marketable and transportable hydrocarbon liquid, resembling
crude oil, that is produced by upgrading highly viscous to solid
hydrocarbons (such as extra-heavy crude oil or oil sands).
DEFINITIONS
OF SELECTED FINANCIAL TERMS
Current
ratio
Current ratio is current assets divided by current liabilities.
Debt
ratio
Debt ratio is total debt, including capital lease obligations,
divided by total debt and stockholders equity.
Goodwill
Goodwill is the excess of the purchase price of an acquired
entity over the total fair value assigned to assets acquired and
liabilities assumed.
Interest
coverage ratio
Interest coverage ratio is income before income tax expense plus
interest and debt expense and amortization of capitalized
interest, divided by before-tax interest costs.
Return on
average stockholders equity
Return on average stockholders equity is net income
divided by average stockholders equity. Average
stockholders equity is computed by averaging the sum of
the
beginning-of-year
and
end-of-year
balances.
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Return on
capital employed (ROCE)
ROCE is calculated by dividing net income (adjusted for
after-tax interest expense and minority interest) by the average
of total debt, minority interest and stockholders equity
for the year.
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