SEC Filing | Chevron Corporation

Date June 26, 2013

/s/ Christopher A. Butner

Chevron Corporation, Plan Administrator

Christopher A. Butner, Assistant Secretary and Managing Counsel

Chevron Corporation

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Form 11-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 11-K

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012.

¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-00368

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, CA 94583

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

1		Consent of Independent Registered Public Accounting Firm, dated June 24, 2013.

2		Financial Statements of the Chevron Employee Savings Investment Plan for the fiscal year ended December 31, 2012, prepared in accordance with the financial reporting requirements of ERISA.

EX-99.1

Exhibit 1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-162660) of Chevron Corporation filed with the Securities and Exchange Commission, pertaining to the Chevron Employee Savings Investment Plan of our report dated June 24, 2013, with respect to the financial statements and supplemental schedule of Chevron Employee Savings Investment Plan included in the Annual Report (Form 11-K) as of December 31, 2012 and for the year then ended.

/s/ Morris Davis Chan & Tan LLP

Oakland, California

June 24, 2013

EX-99.2

Exhibit 2

CHEVRON

EMPLOYEE SAVINGS INVESTMENT PLAN

FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULES

TOGETHER WITH REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

DECEMBER 31, 2012 AND 2011

MORRIS DAVIS CHAN & TAN LLP

Certified Public Accountants

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

TABLE OF CONTENTS


	PAGE

Report of Independent Registered Public Accounting Firm		1

Financial Statements:

Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011		2 - 3

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2012 and 2011		4 - 5

Notes to Financial Statements		6 - 17

Supplemental Schedules:

Schedule H - Part IV, Line 4(i) - Schedule of Assets Held as of December 31, 2012		18 - 25

Schedule H - Part IV, Line 4(j) - Schedule of Reportable Transactions for the Year Ended December 31, 2012		26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Participants and Plan Administrator

Chevron Employee Savings Investment Plan:

We have audited the accompanying statements of net assets available for benefits of Chevron Employee Savings Investment Plan (the Plan) as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits for the years ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held as of December 31, 2012, and reportable transactions for the year ended December 31, 2012 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Morris Davis Chan & Tan LLP

Oakland, California

June 24, 2013

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2012

(thousands of dollars)


	Participant		Non-Participant Directed
	Directed		Allocated		Unallocated		Total
Assets

Investments - at fair value:
Chevron Corporation common stock
Allocated to participants	$	—	$	8,732,158	$	—	$	8,732,158
Unallocated		—		—		139,702		139,702
Registered investment companies		7,395,531		—		—		7,395,531
Vanguard Brokerage Option		216,111		—		—		216,111
Separate Account		283,941		—		—		283,941
Cash equivalents		—		—		21,360		21,360

Total investments		7,895,583		8,732,158		161,062		16,788,803

Receivables:
Notes receivable from participants		136,847		—		—		136,847
Employer contributions		—		7		—		7
Participant contribution		4		2		—		6
Due from broker		171		—		—		171

Total receivables		137,022		9		—		137,031

Total assets		8,032,605		8,732,167		161,062		16,925,834

Liabilities

Due to broker		393		—		—		393
Interest payable		—		—		1,550		1,550
ESOP notes payable		—		—		42,303		42,303

Total liabilities		393		—		43,853		44,246

Net assets available for benefits	$	8,032,212	$	8,732,167	$	117,209	$	16,881,588

The accompanying notes are an integral part of these financial statements.

- 2 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2011

(thousands of dollars)


	Participant		Non-Participant Directed
	Directed		Allocated		Unallocated		Total
Assets

Investments - at fair value:
Chevron Corporation common stock
Allocated to participants	$	—	$	8,744,192	$	—	$	8,744,192
Unallocated		—		—		198,352		198,352
Registered investment companies		6,901,813		—		—		6,901,813
Vanguard Brokerage Option		188,802		—		—		188,802
Cash equivalents		—		—		18,420		18,420

Total investments		7,090,615		8,744,192		216,772		16,051,579

Receivables:
Notes receivable from participants		133,976		—		—		133,976
Receivable from Atlas Energy, Inc.
Investment Savings Plan		13,505		49		—		13,554
Due from broker		93		—		—		93

Total receivables		147,574		49		—		147,623

Total assets		7,238,189		8,744,241		216,772		16,199,202

Liabilities

Due to broker		47		—		—		47
Interest payable		—		—		2,146		2,146
ESOP notes payable		—		—		58,574		58,574

Total liabilities		47		—		60,720		60,767

Net assets available for benefits	$	7,238,142	$	8,744,241	$	156,052	$	16,138,435

The accompanying notes are an integral part of these financial statements.

- 3 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2012

(thousands of dollars)


	Participant			Non-Participant Directed
	Directed			Allocated			Unallocated			Total
Additions

Contributions:
Employer contributions	$	68		$	284,354		$	2,000		$	286,422
Participant contributions		239,327			100,932			—			340,259
Participant rollovers		50,332			16,746			—			67,078

Total contributions		289,727			402,032			2,000			693,759

Investment income
Net appreciation in fair value of investments		735,261			178,431			(527	)		913,165
Dividends		175			286,046			5,542			291,763
Interest		6,855			—			4			6,859

Total investment income		742,291			464,477			5,019			1,211,787

Interest on notes receivable from participants		4,832			—			—			4,832

Total additions		1,036,850			866,509			7,019			1,910,378

Deductions

Interest expense		—			—			3,100			3,100
Distribution to participants		597,784			520,287			—			1,118,071
Administrative fees		2,621			647			—			3,268

Total deductions		600,405			520,934			3,100			1,124,439

Interfund transfers		357,649			(357,649	)		—			—

Intra-plan transfers		—			—			(42,762	)		(42,762	)

Net increase (decrease)		794,094			(12,074	)		(38,843	)		743,177
Transfer of plan assets to
Atlas Energy, Inc.
Investment Savings Plan		(24	)		—			—			(24	)

Net assets available for benefits:
Beginning of year		7,238,142			8,744,241			156,052			16,138,435

End of year	$	8,032,212		$	8,732,167		$	117,209		$	16,881,588

The accompanying notes are an integral part of these financial statements.

- 4 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2011

(thousands of dollars)


	Participant		Non-Participant Directed
	Directed		Allocated			Unallocated			Total
Additions

Contributions:
Employer contributions	$	—	$	262,612		$	—		$	262,612
Participant contributions		226,202		90,970			—			317,172
Participant rollovers		67,191		13,721			—			80,912

Total contributions		293,393		367,303			—			660,696

Investment income
Net appreciation in fair value of investments		20,514		1,349,088			33,420			1,403,022
Dividends		74		258,317			6,497			264,888
Interest		2		—			2			4

Total investment income		20,590		1,607,405			39,919			1,667,914

Interest on notes receivable from participants		5,410		—			—			5,410

Total additions		319,393		1,974,708			39,919			2,334,020

Deductions

Distribution to participants		560,008		553,248			—			1,113,256
Interest expense		—		—			4,291			4,291
Administrative fees		2,401		154			—			2,555

Total deductions		562,409		553,402			4,291			1,120,102

Interfund transfers		759,676		(759,676	)		—			—

Intra-plan transfers		—		—			(37,720	)		(37,720	)

Net increase (decrease)		516,660		661,630			(2,092	)		1,176,198

Transfer of plan assets from
Atlas Energy, Inc.
Investment Savings Plan		13,505		49			—			13,554

Net assets available for benefits:
Beginning of year		6,707,977		8,082,562			158,144			14,948,683

End of year	$	7,238,142	$	8,744,241		$	156,052		$	16,138,435

The accompanying notes are an integral part of these financial statements.

- 5 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 1 - Description of the Plan

The following description of the Chevron Employee Savings Investment Plan (ESIP or the Plan), provides only general information. Participants should refer to the Plan document or Summary Plan Description for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan that is intended to be a qualified profit-sharing plan under section 401(a) of the Internal Revenue Code (the Code), a qualified cash or deferred arrangement under section 401(k) of the Code, and, effective December 1, 1989, to include a leveraged Employee Stock Ownership Plan (ESOP) qualified under section 4975(e)(7) of the Code.

Plan Merger. On December 31, 2011, the Atlas Energy, Inc. Investment Savings Plan (Atlas Plan) merged with and into the ESIP, and assets of $13,553,711 (inclusive of notes receivable from participants of $263,831) were transferred to Vanguard Fiduciary Trust Company, which is the trustee who provides recordkeeping, education and advice, and certain investment management services for the ESIP. Active employees who were eligible to participate in the Atlas Plan as of December 31, 2011 commenced participation in the ESIP under the provisions of the ESIP that are generally applicable to all eligible employees. In addition, terminated employees, alternate payees and beneficiaries who transferred their Atlas Plan balance to the ESIP as of December 31, 2011 are eligible for the applicable provisions of the ESIP.

Plan Sponsor/Administrator. Chevron Corporation (the Corporation) is the Plan Sponsor and the Plan Administrator of the ESIP. It has the authority to appoint one or more trustees to hold the assets of the Plan and to appoint a recordkeeper. In its capacity as fiduciary, the Corporation makes such rules, regulations and computations and takes whatever action is necessary to administer the Plan in accordance with provisions of the Code and the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

Eligibility. Employees of the Corporation and each other participating company (Company) or employees who are represented by a labor organization that has bargained for and agreed to participation in the Plan are eligible to join the Plan if they are on the U.S. payroll.

Contributions. Participants may contribute up to 75 percent of regular pay as combined basic (1 or 2 percent) and supplemental (up to 73 percent) contributions. For 2012 and 2011, the maximum contribution amount on a before-tax and Roth 401(k) basis was the annual Code limit of $17,000 and $16,500, respectively, for participants under age 50 and $22,500 and $22,000, respectively, for participants age 50 and up. The Plan has a fixed match feature. The Company will match 4 percent of regular pay on the first 1 percent of

- 6 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 1 - Description of the Plan (Continued)

Contributions. (Continued)

the participant’s basic contribution to the Plan or 8 percent of regular pay on the first 2 percent of the participant’s basic contribution to the Plan. Both participant and company match contributions to the Plan ceased when a participant reached regular pay of $250,000 and $245,000 for the years 2012 and 2011, respectively.

Participant Accounts. Contributions are invested in funds within a number of Plan accounts. Employee contributions are comprised of basic and supplemental contributions and rollover contributions from other qualified retirement plans or from a rollover IRA, on a pre-tax, after-tax, or Roth 401(k) basis.

The Company matching contribution is made in Chevron stock to participants’ Leveraged ESOP or Chevron Stock accounts. Thereafter, in accordance with such procedures as the Corporation shall prescribe, a participant may elect to transfer the Chevron stock from the Company matching contribution to other investment funds, according to the Plan’s exchange rules. Participants may elect to receive dividends on shares in their Leveraged ESOP and Chevron Stock accounts as a taxable distribution, or reinvest the dividends into their account. Dividends on Leveraged ESOP shares that remained in the Plan were reinvested into the participants’ ESOP accounts or into their Chevron Stock accounts. Employees are always fully vested in all contributions to their accounts, as well as the investment income earned from all contributions to the Plan.

Trustees. Vanguard Fiduciary Trust Company (Vanguard) is the trustee of the Plan. Vanguard is also the Plan’s recordkeeper. The trustee has the authority to manage the assets of the Plan in accordance with its terms and those of the trust agreement. On May 30, 2012, the Corporation and Vanguard entered into a sub-trust agreement with State Street Bank and Trust Company to perform custodial and administrative functions for the Dodge & Cox Income Separate Account (Separate Account).

Leveraged ESOP. In December 1989, the ESOP borrowed a total of $1 billion from several banks and used the proceeds of the loans to purchase 14.1 million shares of the Corporation’s Common Stock from the Corporation. In October 1991, these loans were completely refinanced by the ESOP’s issuance to the public of registered debt securities. In July 1999, the outstanding ESOP debt was completely refinanced extending the ESOP term through the year 2016. Subsequently, accelerated principal payments were made, reducing the loan payment period to end by the year 2014. The ESOP indebtedness is guaranteed by the Corporation and will be repaid using dividends paid on the shares acquired by the ESOP and Company contributions. To enforce the ESOP’s obligation to pay holders of the

- 7 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 1 - Description of the Plan (Continued)

Leveraged ESOP. (Continued)

registered debt securities, the holders have no recourse against the assets of the ESOP except that, to the extent permitted by the Code and ERISA, the holders will have rights to any cash contributions made by the participating companies to satisfy the ESOP’s obligations under the registered debt securities and to any earnings attributable to the investment of such contributions. In light of the limited recourse that holders of the registered debt securities have against the ESOP, purchasers of the registered debt securities are cautioned to rely solely upon the creditworthiness of the Corporation and its obligations under its guarantee of the ESOP’s indebtedness. The estimated fair market value of the notes outstanding as of December 31, 2012 and December 31, 2011 was $46,060,609 and $65,124,071, respectively. The rate on the loans as of December 31, 2012 and 2011 was fixed at 7.327%.

The final installment of principal on the notes is due January 1, 2014. The scheduled amortization of the loan and the remainder of the amortization period as of December 31, 2012 and 2011 are as follows:


	2012
2013	$	19,524,665
2014		22,778,775

	$	42,303,440


	2011
2012	$	16,270,554
2013		19,524,665
2014		22,778,775

	$	58,573,994

Unallocated ESOP shares are held in a suspense account and secure the Corporation’s guarantee of the ESOP indebtedness. As payments of principal and interest are made on the ESOP debt, shares are released from the suspense account. These released shares will be valued at the then current market price for allocation to participants who elect to contribute 1 or 2 percent of their regular pay to the Plan.

- 8 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 1 - Description of the Plan (Continued)

Notes Receivable from Participants. The Plan loan provision allows participants to borrow funds from their Plan account, subject to certain restrictions and limitations. Participants may borrow up to the lesser of $50,000 or 50% of their total vested account balance or the value of the account(s) used to fund the loan. The minimum loan is $1,000. The minimum term for repayment of any loan is 6 months and the maximum term is 5 years. However, the maximum term for repayment of a loan to purchase the participant’s principal residence is 25 years. Loans bear a fixed rate of interest equal to 2 percent plus the average one-year jumbo certificate of deposit rate, as published in The Wall Street Journal on the last Wednesday of the preceding month. Interest rates charged during 2012 and 2011 ranged from 2.98% to 12.00%. Most loan repayments are made through payroll deductions and the principal and interest paid by the participants are reinvested in the participants’ accounts. Notes receivable from participants totaled $136,847,140 and $133,975,803 as of December 31, 2012 and 2011, respectively.

Plan Termination. The Corporation expects to continue the ESIP indefinitely, but has the authority to amend or terminate the ESIP at any time. In the event of a plan termination, the trust fund shall continue until any previously unallocated assets of the Plan are allocated to accounts and distributed to participants or beneficiaries in accordance with applicable law and pursuant to written rules and procedures adopted by the Corporation prior to such termination. In addition, upon plan termination, neither the Corporation nor any other person shall have a liability or obligation to provide additional benefits. Participants or beneficiaries shall obtain benefits solely from the trust fund. The trustee will sell the shares of the Corporation’s Common Stock then held in the ESOP suspense account, if any, and apply the proceeds (together with any other assets in the suspense account) either to repay the ESOP indebtedness or to satisfy its obligation to indemnify the Corporation as guarantor of the indebtedness for any payments that must be made under the guarantee of the indebtedness. Any shares or proceeds remaining after the satisfaction of the obligations described in the preceding sentence will be allocated to the participants’ accounts and the value of such allocation will be offset against any future obligations of the Corporation to make Company contributions to the ESIP.

Plan Expenses. Effective January 2012, in accordance with the Department of Labor’s (DOL) rules under ERISA section 408(b)(2), total all-in fees are disclosed by the service provider. In accordance with these DOL rules, beginning plan year 2012, recordkeeping and trustee fees are unbundled and paid by the participants. Other administrative expenses relating to the Plan, including audit fees and participant education retirement services, and certain Chevron employee and administrative costs are paid by the Plan to the extent Plan forfeiture funds are sufficient. If not, such fees are paid by the Corporation.

- 9 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 2 - Summary of Significant Accounting Policies

Accounting Pronouncements Adopted. In May 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, to converge U.S. GAAP and International Financial Reporting Standards on fair value measurements and disclosures. The amended guidance changes several aspects of the fair value measurement guidance in FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, including information about valuation techniques and unobservable inputs used in Level 3 fair value measurements and a narrative description of the sensitivity of Level 3 measurements to changes in unobservable inputs. The amended guidance was effective beginning after December 15, 2011. ASU 2011-04 had no impact in the Plan’s financial statements as there are no Level 3 investments held as of year end.

The following are the significant accounting policies followed by the Plan:

Basis of Accounting. The financial statements of the ESIP are presented on the accrual basis of accounting.

Investment Valuation and Income Recognition. Investments are reported at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments in the core and supplemental options are valued on each business day on which the New York Stock Exchange is open for trading to reflect contributions, distributions, income, expenses, gains and losses. The difference between cost and market value represents unrealized appreciation or depreciation as of the reporting date. The valuation of the underlying securities in the Vanguard Brokerage Option are determined by Vanguard Brokerage Service daily. ESOP shares released from the suspense account are allocated based on the then-current market value.

Net appreciation (depreciation) in fair value of investments includes realized gains (losses) and unrealized appreciation (depreciation). Realized gains (losses) on investments are based on sales proceeds less average cost. Sales and purchases between participants are included in realized gains (losses). Security purchases and sales are recorded as of the trade date for such transactions.

Dividend income earned on investments held and interest income earned on funds pending investment are recorded on an accrual basis.

- 10 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 2 - Summary of Significant Accounting Policies (Continued)

Notes Receivable from Participants. Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan document.

Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications. Certain amounts in the prior year financial statements and notes have been reclassified to conform to current year presentation.

NOTE 3 - Fair Value Measurements

ASC 820 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:


Level 1:		Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2:		Inputs to the valuation methodology include:

		• Quoted prices for similar assets or liabilities in active markets;

		• Quoted prices for identical or similar assets or liabilities in inactive markets;

		• Inputs other than quoted prices that are observable for the asset or liability; and

		• Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3:		Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

- 11 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 3 - Fair Value Measurements (Continued)

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at December 31, 2012 and 2011.

•

Common stocks are valued at the closing price reported on the active market on which the individual securities are traded.

•

Shares of registered investment companies are valued at the net asset value of shares held by the Plan at year end.

•

The Separate Account is stated at fair value as determined by the issuers based on the unit value of the Separate Account. Unit value is determined by dividing the Separate Account’s net assets, which represent the unadjusted prices in active markets of the underlying investments, by the number of units outstanding at the valuation date. While not publicly traded, the Separate Account comprised primarily of underlying securities represented by a variety of asset classes (i.e., cash equivalents, corporate bonds, mortgages, U.S. Government and asset-backed securities) that are publicly traded on exchanges or over-the-counter, and price quotes for the assets held by the Separate Account are readily observable and available.

•

Cash equivalents are valued at cost, which approximate fair value.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

- 12 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 3 - Fair Value Measurements (Continued)

The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2012 and 2011:


	2012 (thousands of dollars)
	Level 1		Level 2			Level 3		Total
Common stocks	$	8,871,860	$	—		$	—	$	8,871,860

Registered investment companies		7,395,531		—			—		7,395,531

Vanguard Brokerage Account		216,111		—			—		216,111

Separate Account:
Corporate bonds		—		128,960			—		128,960
Mortgages		—		80,592			—		80,592
U.S. Government securities		—		57,218			—		57,218
Asset-backed securities		—		6,673			—		6,673
Cash equivalents		8,086		—			—		8,086
Receivables		—		2,559			—		2,559
Liabilities		—		(147	)		—		(147	)

Total Separate Account		8,086		275,855			—		283,941

Cash equivalents		21,360		—			—		21,360

Total	$	16,512,948	$	275,855		$	—	$	16,788,803


	2011 (thousands of dollars)
	Level 1		Level 2			Level 3		Total
Common stocks	$	8,942,544	$	—		$	—	$	8,942,544
Registered investment companies		6,901,813		—			—		6,901,813
Vanguard Brokerage Account		188,802		—			—		188,802
Cash equivalents		18,420		—			—		18,420

Total	$	16,051,579	$	—		$	—	$	16,051,579

- 13 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 4 - Investments

At December 31, 2012 and 2011, the following broad range of investment options were available to participants:

Tier 1: Core Funds


Fund Name		Fund Type
Chevron Leveraged ESOP		Company stock
Chevron Stock		Company stock
Vanguard Prime Money Market Fund		Money market
Vanguard Total Bond Market Index Fund		Fixed income
Vanguard Short-Term Bond Index Fund		Fixed income
Vanguard Balanced Index Fund		Balanced
Vanguard Institutional Index Fund		Large-cap stock
Vanguard Total Stock Market Index Fund		Growth and income stock
Vanguard Extended Market Index Fund		Small & mid-cap growth stock
Vanguard Developed Markets Index Fund		International stock

Tier 2: Supplemental Funds


Fund Name		Fund Type
Dodge & Cox Income Separate Account		Fixed income
Vanguard Windsor II Fund		Large-cap value stock
Vanguard PRIMECAP Fund		Large-cap growth stock
Artisan Small Cap Value Fund		Small-cap value stock
Artisan Mid Cap Fund		Mid-cap growth stock
Neuberger Berman Genesis Fund		Small-cap blend stock
American Funds EuroPacific Growth Fund		International stock

Tier 3: Vanguard Brokerage Option (VBO)

Through the Vanguard Brokerage Services, a participant may choose from approximately 6,000 mutual funds from Vanguard and other companies that are not included in the core or supplemental funds. There is a $50 annual fee charged to participants who use this option that is paid directly to Vanguard. Within each fund offered in the VBO, additional fees may be charged, either accrued within a fund’s pooled price or charged directly on deposits or withdrawals depending upon the mutual fund.

- 14 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 4 - Investments (Continued)

Effective April 1, 2012, the following changes were made to the investment options in the Plan. Share classes were changed for Vanguard Total Bond Market Index Fund, Vanguard Institutional Index Fund, Vanguard Total Stock Market Index Fund and Vanguard Extended Market Index Fund (from Institutional to Institutional Plus); Vanguard Prime Money Market Fund (from Investor to Institutional); Vanguard Developed Markets Index Fund (from Investor to Institutional Plus); Vanguard Windsor II Fund and Vanguard PRIMECAP Fund (from Investor to Admiral). Vanguard GNMA Fund Investor shares were replaced with Vanguard Short-Term Bond Index Fund Institutional Plus shares. The BlackRock Small Cap Growth Fund was removed and fund balances were moved to Neuberger Berman Genesis Institutional shares.

Investments representing 5% or more of the Plan’s net assets available for benefits consist of investments with fair values determined by quoted market prices in active markets (Level 1):


	December 31, 2012 (thousands of dollars)				December 31, 2011 (thousands of dollars)
	Participant Directed		Non-Participant Directed		Participant Directed		Non-Participant Directed
Chevron Corporation Common Stock	$	—	$	8,871,860	$	—	$	8,942,544
Vanguard Total Bond Market Index Fund		1,211,290		—		1,062,108		—
Vanguard Prime Money Market Fund		1,168,386		21,360		1,212,910		18,420
Vanguard Institutional Index Fund		1,179,010		—		1,029,597		—

- 15 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 4 - Investments (Continued)

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in fair value as follows for the years ended December 31, 2012 and 2011:


	December 31, 2012					December 31, 2011
	Participant Directed			Non-Participant Directed		Participant Directed			Non-Participant Directed
	(thousands of dollars)					(thousands of dollars)
Common stocks	$	(173	)	$	177,904	$	(289	)	$	1,382,509
Registered investment companies		731,610			—		20,804			—
Corporate bonds		5,107			—		—			—
Mortgages		(2,294	)		—		—			—
U.S. Government securities		925			—		—			—
Asset backed securities		86			—		—			—

Net appreciation in fair value of investments	$	735,261		$	177,904	$	20,515		$	1,382,509

NOTE 5 - Intra-Plan Transfers

During a Plan year, as payments of principal and interest are made on the ESOP loans, shares are released from the ESOP suspense account and are transferred to the Leveraged ESOP account and are available for benefits. These transfers represent a portion of the employer contribution and reimbursement for the cash dividends paid by the Corporation to those members holding ESOP shares that were used to service the ESOP debt.

NOTE 6 - Income Taxes

On March 23, 2011, the Internal Revenue Service (IRS) issued its determination that the Plan continues to be in compliance with the applicable requirements of the Code. The Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. In the opinion of the Corporation, the Plan continues to be qualified as to form. Accordingly, no provision for income taxes has been included in the financial statements.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain tax position that would not meet the more likely than not standard and be-sustained upon examination by the IRS.

- 16 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE 6 - Income Taxes (Continued)

The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The IRS issued a closing letter covering its recent examination of the Plan’s annual reports and records for plan years 2008 through 2010, which stated no changes to the reports and records were necessary.

NOTE 7 - Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes, both positive and negative, in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

NOTE 8 - Related Party Transactions

Certain Plan investments consist of shares of registered investment funds managed by Vanguard Fiduciary Trust Company and shares of common stock of the Corporation. Transactions with Vanguard Fiduciary Trust Company, as the trustee and recordkeeper, and the Corporation as the Plan sponsor and Plan administrator, qualify as party-in-interest transactions.

NOTE 9 - Subsequent Events

The Plan’s financial statements have been evaluated for subsequent events and transactions through June 24, 2013, the date of this report. The Corporation determined that there are no subsequent events and transactions that require adjustments to or disclosures in the financial statements except as noted below:

•

Effective July 1, 2013, the ESIP Trust Fund will redeem the $22,778,775 remaining principal balance of the ESOP debt, the 7.327% Guaranteed Amortizing Notes due January 1, 2014, CUSIP No. 16675HAL6.

- 17 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD

DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)			(d)		(e)
	Identity of Issue, Borrower, Lessor, or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	Number of Shares / Units		Cost		Current Value
	COMMON STOCK
*	Chevron Corporation	Common Stock		82,040,483	$	3,978,255	$	8,871,860

	TOTAL COMMON STOCK							8,871,860

	REGISTERED INVESTMENT COMPANIES
*	Vanguard	Total Bond Market Index Fund		109,223,601		1,199,037		1,211,290
*	Vanguard	Prime Money Market Fund		1,168,386,813		1,168,367		1,168,387
*	Vanguard	Institutional Index Fund		9,032,484		1,164,478		1,179,010
*	Vanguard	PRIMECAP Fund		7,661,827		541,952		552,188
*	Vanguard	Developed Markets Index Fund		5,173,804		504,411		521,106
*	Vanguard	Windsor II Fund		8,699,445		460,559		467,421
*	Vanguard	Balanced Index Fund		18,625,036		390,934		442,531
*	Vanguard	Total Stock Market Index Fund		12,623,072		401,713		407,473
*	Vanguard	Extended Market Index Fund		3,585,395		397,789		405,795
*	Vanguard	Short-Term Bond Fund Index		25,168,071		267,239		267,537
	Neuberger Berman	Genesis Fund		5,106,519		227,966		244,405
	American Funds	EuroPacific Growth Fund		5,382,377		209,623		221,646
	Artisan	Small Cap Value Fund		10,037,223		157,351		154,071
	Artisan	Mid Cap Fund		4,066,938		133,274		152,671

	TOTAL REGISTERED INVESTMENT COMPANIES							7,395,531

	VANGUARD BROKERAGE OPTION			—		208,031		216,111

	SEPARATE ACCOUNT
	Corporate Bonds
	Bank of America Corp	Sr Unsecured 06/2019 7.625%		2,660,000		3,030		3,404
	Ally Financial Inc	Company Guaranty 02/2014 4.500%		3,095,000		3,095		3,184
	Time Warner Cable Inc Company	Guaranty 04/2019 8.250%		2,060,000		2,693		2,741
	Time Warner Inc Company	Guaranty 04/2031 7.625%		1,810,000		2,345		2,492
	AT&T Inc	Company Guaranty 11/2031 8.000%		1,550,000		2,289		2,346
	BAC Capital Trust XI	Limited Guaranty 05/2036 6.625%		1,995,000		2,179		2,236
	Ford Motor Credit Co LLC	Sr Unsecured 02/2021 5.750%		1,940,000		2,190		2,234
	Citigroup Inc	Sr Unsecured 11/2017 6.125%		1,875,000		2,041		2,232
	Time Warner Inc Company	Guaranty 05/2032 7.700%		1,530,000		2,016		2,139
	General Elec Cap Corp	Sr Unsecured 01/2020 5.500%		1,755,000		2,004		2,077
	HCA Inc	Sr Unsecured 02/2016 6.500%		1,855,000		1,968		2,017
	Dow Chemical Co	Sr Unsecured 05/2039 9.400%		1,225,000		1,901		2,017
	Citigroup Capital XIII	Junior Subordinate Debt		70,000		1,855		1,953
	Ford Motor Credit Co LLC	Sr Unsecured 09/2015 5.625%		1,780,000		1,947		1,949
	Cox Communications Inc	Sr Unsecured 144A 01/2019 9.375%		1,400,000		1,893		1,925
	Lafarge SA	Sr Unsecured 144A 07/2015 6.200%		1,665,000		1,767		1,798
	Capital One Financial Co	Sr Unsecured 09/2017 6.750%		1,405,000		1,679		1,716
	Dow Chemical Co	Sr Unsecured 05/2019 8.550%		1,260,000		1,663		1,701
	Citigroup Inc	Sr Unsecured 05/2018 Var		1,680,000		1,581		1,693
	Lafarge SA	Sr Unsecured 07/2016 6.500%		1,505,000		1,613		1,682
	HSBC Holdings PLC	Subordinated 05/2036 6.500%		1,310,000		1,452		1,637
	Reed Elsevier Capital Company	Guaranty 01/2019 8.625%		1,260,000		1,605		1,625
	Legg Mason Inc	Sr Unsecured 144A 05/2019 Var		1,485,000		1,506		1,601
	Export Import Bk Korea	Sr Unsecured 01/2017 4.000%		1,460,000		1,529		1,583
	American Intl Group	Sr Unsecured 08/2018 8.250%		1,175,000		1,414		1,544
	SLM Corp	Sr Unsecured 06/2018 8.450%		1,305,000		1,377		1,527

*	Party-in-Interest as defined by ERISA.

- 18 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD

DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)			(d)		(e)
	Identity of Issue, Borrower, Lessor, or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	Number of Shares / Units		Cost		Current Value
	Wellpoint Inc	Sr Unsecured 01/2016 5.250%		1,350,000	$	1,511	$	1,504
	HSBC Holdings PLC	Subordinated 09/2037 6.500%		1,060,000		1,178		1,323
	Royal Bank Scotland Grp PLC	Sub Notes 12/2022 6.125%		1,250,000		1,249		1,319
	Sprint Nextel Corp	Sr Unsecured 12/2016 6.000%		1,175,000		1,075		1,278
	Telecom Italia Capital Company	Guaranty 09/2014 4.950%		1,220,000		1,208		1,274
	Boston Scientific Corp	Sr Unsecured 06/2016 6.400%		1,085,000		1,253		1,247
	JP Morgan Chase & Co	Sr Unsecured 08/2021 4.350%		1,100,000		1,149		1,230
	Xerox Corporation	Sr Unsecured 05/2018 6.350%		1,060,000		1,243		1,222
	Hewlett Packard Co	Sr Unsecured 03/2014 6.125%		1,130,000		1,214		1,188
	SLM Corp	Sr Unsecured 01/2017 6.000%		1,075,000		1,055		1,164
	Bank of America NA	Subordinated 03/2017 5.300%		1,025,000		1,043		1,153
	Royal Bank of Scotland PLC	Bank Guaranty 01/2021 6.125%		945,000		1,015		1,142
	Capital One Financial Co	Sr Unsecured 07/2021 4.750%		950,000		1,036		1,096
	Time Warner Cable Inc Company	Guaranty 02/2019 8.750%		810,000		1,071		1,093
	Cigna Corp	Sr Unsecured 11/2036 6.150%		840,000		992		1,024
	General Elec Cap Corp	Sr Unsecured 09/2020 4.375%		910,000		986		1,016
	Wachovia Bank NA	Subordinated 11/2017 6.000%		840,000		968		1,007
	Macys Retail Hldgs Inc Company	Guaranty 07/2034 6.700%		835,000		1,005		993
	Vulcan Materials	Sr Unsecured 06/2021 7.500%		865,000		937		986
	Cigna Corp	Sr Unsecured 05/2019 8.500%		740,000		960		973
	Royal Bank of Scotland PLC Company	Guaranty 08/2020 5.625%		805,000		829		935
	Petrobras Intl Fin Co Company	Guaranty 01/2021 5.375%		830,000		883		934
	Hewlett Packard Co	Sr Unsecured 12/2016 3.300%		895,000		923		911
	Telecom Italia Capital Company	Guaranty 06/2019 7.175%		775,000		770		899
	Cox Communications Inc	Sr Unsecured 144A 12/2016 5.875%		760,000		877		887
	Macys Retail Hldgs Inc Company	Guaranty 03/2037 6.375%		730,000		891		879
	Health Net Inc	Sr Unsecured 06/2017 6.375%		815,000		831		865
	Burlingtn North Santa Fe	Sr Unsecured 10/2019 4.700%		750,000		857		865
	Wellpoint Inc	Sr Unsecured 02/2019 7.000%		685,000		863		852
	ERP Operating LP	Sr Unsecured 12/2021 4.625%		750,000		819		845
	Comcast Corp Company	Guaranty 02/2018 5.875%		680,000		801		819
	Sprint Capital Corp Company	Guaranty 05/2019 6.900%		750,000		757		818
	HCA Inc	Sr Unsecured 07/2013 6.750%		795,000		824		815
	JP Morgan Chase & Co	Sr Unsecured 03/2020 4.950%		695,000		775		806
	Xerox Corporation	Sr Unsecured 03/2016 6.400%		705,000		805		794
	Xerox Corporation	Sr Unsecured 12/2019 5.625%		665,000		754		743
	Boston Scientific Corp	Sr Unsecured 06/2014 5.450%		690,000		742		734
	Wyeth LLC Company	Guaranty 04/2017 5.450%		615,000		729		727
	Xerox Corporation	Sr Unsecured 02/2017 6.750%		620,000		725		721
	HCA Inc	Sr Unsecured 02/2013 6.250%		705,000		720		709
	American Intl Group	Sr Unsecured 12/2020 6.400%		550,000		646		682
	Enel Finance Intl Nv Company	Guaranty 144A 10/2039 6.000%		700,000		671		678
	General Elec Cap Corp	Sr Unsecured 10/2021 4.650%		585,000		641		668
	HCA Inc	Sr Unsecured 03/2014 5.750%		625,000		644		653
	Eaton Corp Company	Guaranty 144A 11/2022 2.750%		650,000		648		648
	Boston Properties LP	Sr Unsecured 11/2020 5.625%		545,000		634		645
	BNSF Railway Co	2007 1 P Pass Thru Ce 04/2024 5.996%		537,178		629		644
	Dow Chemical Co	Sr Unsecured 11/2029 7.375%		480,000		636		636
	Macys Retail Hldgs Inc Company	Guaranty 01/2032 6.900%		520,000		627		621
	Bank One Capital III	Limitd Guara 09/2030 8.750%		450,000		619		619
	Royal Bank of Scotland PLC	Bank Guaranty 03/2016 4.375%		570,000		574		617
	Wyeth LLC Company	Guaranty 02/2016 5.500%		535,000		622		611

*	Party-in-Interest as defined by ERISA.

- 19 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD

DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)			(d)		(e)
	Identity of Issue, Borrower, Lessor, or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	Number of Shares / Units		Cost		Current Value
	HSBC Holdings PLC	Sr Unsecured 04/2021 5.100%		515,000	$	570	$	608
	Macys Retail Hldgs Inc Company	Guaranty 04/2029 6.900%		490,000		576		591
	Union Pacific RR Co	2006 Pass Trst Pass Thru Ce 07/2030 5.866%		498,335		582		585
	Union Pacific Corp	Sr Unsecured 02/2020 6.125%		460,000		572		576
	Boston Properties LP	Sr Unsecured 10/2019 5.875%		475,000		546		566
	Ford Motor Credit Co LLC	Sr Unsecured 09/2022 4.250%		525,000		520		555
	Macys Retail Hldgs Inc Company	Guaranty 07/2015 7.875%		470,000		555		548
	Burlingtn North Santa Fe	Sr Unsecured 09/2022 3.050%		500,000		498		517
	BHP Billiton Fin Usa Ltd Company	Guaranty 04/2014 5.500%		480,000		521		510
	Comcast Corp Company	Guaranty 08/2037 6.950%		375,000		479		509
	Travelers Cos Inc	Sr Unsecured 06/2016 6.250%		430,000		507		505
	Canadian Pacific Railway	Sr Unsecured 01/2042 5.750%		410,000		478		500
	Comcast Corp Company	Guaranty 01/2017 6.500%		405,000		481		488
	Macys Retail Hldgs Inc Company	Guaranty 07/2024 6.650%		390,000		468		484
	Comcast Corp Company	Guaranty 03/2016 5.900%		405,000		468		465
	Nordstrom Inc	Sr Unsecured 06/2014 6.750%		425,000		474		461
	Union Pacific RR Co	07 3 Pass Thru Ce 01/2031 6.176%		368,721		441		456
	American Intl Group	Sr Unsecured 09/2014 4.250%		430,000		445		453
	Pfizer Inc	Sr Unsecured 03/2019 6.200%		345,000		434		436
	Cigna Corp	Sr Unsecured 02/2022 4.000%		395,000		410		432
	Telecom Italia Capital Company	Guaranty 11/2013 5.250%		420,000		418		432
	Travelers Cos Inc	Sr Unsecured 12/2017 5.750%		350,000		420		425
	Wachovia Corp	Sr Unsecured 02/2018 5.750%		350,000		405		419
	Wyeth LLC Company	Guaranty 02/2014 5.500%		380,000		411		401
	Cigna Corp	Sr Unsecured 05/2027 7.875%		290,000		385		383
	Telecom Italia Capital Company	Guaranty 06/2018 6.999%		335,000		333		383
	Covidien Intl Finance SA Company	Guaranty 10/2017 6.000%		315,000		380		382
	Boston Properties LP	Sr Unsecured 04/2015 5.625%		345,000		381		379
	News America Inc Company	Guaranty 02/2041 6.150%		295,000		336		374
	Vulcan Materials	Sr Unsecured 12/2016 6.500%		335,000		343		369
	Xerox Corporation	Sr Unsecured 05/2014 8.250%		335,000		376		365
	Norfolk Southern Corp	Sr Unsecured 05/2017 7.700%		285,000		362		360
	News America Inc Company	Guaranty 03/2037 6.150%		290,000		325		356
	News America Inc Company	Guaranty 12/2035 6.400%		285,000		321		354
	Cigna Corp	Sr Unsecured 01/2033 Var		260,000		339		339
	Burlingtn North Santa Fe	06 2 Tr Pass Thru Ce 04/2024 5.629%		288,913		337		336
	Petrobras Intl Fin Co Company	Guaranty 01/2020 5.750%		290,000		316		330
	Telecom Italia Capital Company	Guaranty 06/2014 6.175%		300,000		299		316
	Liberty Interactive LLC	Sr Unsecured 02/2030 8.250%		285,000		292		311
	Macys Retail Hldgs Inc Company	Guaranty 02/2028 7.000%		255,000		304		305
	Boston Properties LP	Sr Unsecured 11/2018 3.700%		280,000		293		304
	Citigroup Inc	Sr Unsecured 05/2015 4.750%		280,000		291		302
	Provident Companies Inc	Sr Unsecured 03/2028 7.250%		245,000		277		288
	Xerox Corporation	Sr Unsecured 04/2016 7.200%		250,000		290		287
	Cox Communications Inc	Sr Unsecured 144A 12/2022 3.250%		275,000		275		284
	Dillards Inc	Sr Unsecured 12/2028 7.000%		280,000		265		282
	Comcast Corp Company	Guaranty 11/2015 5.850%		245,000		279		279
	Union Pacific Corp	Sr Unsecured 07/2022 4.163%		245,000		274		277
	Boston Properties LP	Sr Unsecured 02/2023 3.850%		250,000		249		263
	HCA Inc	Sr Unsecured 01/2015 6.375%		240,000		254		259
	Time Warner Cable Inc Company	Guaranty 09/2021 4.000%		235,000		254		258
	Dillards Inc	Sr Unsecured 08/2018 7.130%		230,000		241		256

*	Party-in-Interest as defined by ERISA.

- 20 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD

DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)			(d)		(e)
	Identity of Issue, Borrower, Lessor, or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	Number of Shares / Units		Cost		Current Value
	Macys Retail Hldgs Inc Company	Guaranty 09/2028 6.700%		220,000	$	252	$	256
	Eaton Corp Company	Guaranty 144A 11/2017 1.500%		250,000		250		251
	Fedex Corp Company	Guaranty 01/2019 8.000%		180,000		239		237
	Fedex Corp Company	Guaranty 01/2014 7.375%		220,000		242		235
	Burlingtn North Santa Fe	06 1 Tr Pass Thru Ce 01/2024 5.720%		200,877		236		234
	Unumprovident Finance Co Company	Guaranty 144A 11/2015 6.850%		205,000		230		232
	Fedex Corp Company	1998 Pass Tst Pass Thru Ce 07/2023 6.720%		186,004		220		225
	Cigna Corp	Sr Unsecured 02/2042 5.375%		190,000		202		221
	Dillards Inc	Sr Unsecured 07/2026 7.750%		210,000		207		221
	CSX Transportation Inc	Secured 01/2023 6.251%		179,714		215		217
	Travelers Cos Inc	Sr Unsecured 11/2020 3.900%		190,000		209		215
	Roche Hldgs Inc Company	Guaranty 144A 03/2019 6.000%		170,000		213		212
	Comcast Corp Company	Guaranty 11/2017 6.300%		160,000		193		196
	Burlingtn North Santa Fe	99 2 Tr Pass Thru Ce 01/2021 7.570%		159,639		191		194
	Nordstrom Inc	Sr Unsecured 01/2018 6.250%		160,000		194		194
	Macys Retail Hldgs Inc Company	Guaranty 12/2016 5.900%		165,000		191		194
	Norfolk Southern Railway	Sr Unsecured 06/2020 9.750%		135,000		197		192
	Wellpoint Inc	Sr Unsecured 06/2017 5.875%		160,000		189		190
	Boston Properties LP	Sr Unsecured 06/2015 5.000%		170,000		185		186
	General Elec Cap Corp	Sr Unsecured 01/2021 4.625%		160,000		174		181
	Boston Scientific Corp	Sr Unsecured 01/2020 6.000%		150,000		177		175
	General Elec Cap Corp	Sr Unsecured 05/2018 5.625%		145,000		165		172
	Boston Properties LP	Sr Unsecured 05/2021 4.125%		155,000		163		168
	Nordstrom Inc	Sr Unsecured 03/2028 6.950%		125,000		164		165
	Boston Scientific Corp	Sr Unsecured 11/2015 6.250%		145,000		161		163
	Cox Communications Inc	Sr Unsecured 12/2014 5.450%		149,000		164		162
	Wellpoint Inc	Sr Unsecured 12/2014 5.000%		150,000		164		162
	Union Pacific RR Co	2002 Pass Trst Pass Thru Ce 01/2023 6.061%		135,751		151		156
	Comcast Corp Company	Guaranty 05/2038 6.400%		120,000		146		153
	Travelers Cos Inc	Sr Unsecured 12/2015 5.500%		135,000		153		153
	CSX Transportation Inc	Sr Unsecured 06/2020 9.750%		100,000		142		141
	Burlingtn North Santa Fe	Sr Unsecured 01/2015 4.875%		125,000		137		135
	Dillards Inc	Sr Unsecured 05/2027 7.750%		125,000		121		130
	Unum Group	Sr Unsecured 02/2028 7.190%		110,000		120		127
	Liberty Interactive LLC	Sr Unsecured 07/2029 8.500%		115,000		118		124
	Union Pacific Corp	Sr Unsecured 01/2015 4.875%		100,000		109		108
	News America Inc Company	Guaranty 11/2037 6.650%		80,000		93		103
	At&T Inc	Sr Unsecured 09/2040 5.350%		85,000		96		99
	Time Warner Cable Inc Company	Guaranty 02/2020 5.000%		80,000		89		93
	Unum Group	Sr Unsecured 12/2028 6.750%		75,000		82		87
	News America Inc Company	Guaranty 12/2034 6.200%		70,000		78		85
	Burlingtn North Santa Fe	Sr Unsecured 07/2013 4.300%		75,000		77		76
	Cigna Corp	Sr Unsecured 03/2023 7.650%		55,000		68		71
	Union Pacific Corp	Sr Unsecured 05/2014 5.375%		65,000		70		69
	Reed Elsevier Capital Company	Guaranty 01/2014 7.750%		60,000		66		64
	Comcast Corp Company	Guaranty 03/2037 6.450%		30,000		37		38
	Comcast Corp Company	Guaranty 05/2018 5.700%		25,000		29		30

	Total corporate bonds							128,960

*	Party-in-Interest as defined by ERISA.

- 21 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD

DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)			(d)		(e)
	Identity of Issue, Borrower, Lessor, or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	Number of Shares / Units		Cost		Current Value
	Mortgages
	Fannie Mae	Fnr 2010 123 Wt		1,375,167	$	1,560	$	1,552
	Fannie Mae	Whole Loan Fnw 2007 W10 1A		363,077		411		423
	Fannie Mae	Fnr 2009 40 Tb		265,352		297		294
	Vendee Mortgage Trust	Vende 1997 2 Z		160,386		192		191
	Fannie Mae	Whole Loan Fnw 2004 W2 5A		139,339		163		171
	Fannie Mae	Fnr 2009 53 Qm		155,212		169		169
	Fannie Mae	Whole Loan Fnw 2003 W2 1A2		127,813		147		156
	Fannie Mae	Whole Loan Fnw 2005 W1 1A3		102,694		121		125
	Fannie Mae	Whole Loan Fnw 2007 W10 2A		107,011		121		125
	Freddie Mac	Fhr 3312 Ab		100,496		114		114
	Fannie Mae	Whole Loan Fnw 2004 W8 3A		91,325		108		108
	Fannie Mae	Fnr 2008 24 Gd		91,916		101		102
	Federal Home Loan	PC Pool G14585		9,157,993		9,750		9,682
	Federal Home Loan	PC Pool G01777		4,826,514		5,314		5,367
	Federal Home Loan	PC Pool G07074		4,572,059		5,058		5,062
	Federal Home Loan	PC Pool G06932		3,369,397		3,722		3,702
	Federal Home Loan	PC Pool 1Q1400 05/2042		2,259,956		2,464		2,424
	Federal Home Loan	PC Pool 782735		1,704,030		1,835		1,845
	Federal Home Loan	PC Pool J08788		1,551,481		1,670		1,664
	Federal Home Loan	PC Pool G04587		1,535,435		1,669		1,658
	Federal Home Loan	PC Pool G30458		815,402		900		888
	Federal Home Loan	PC Pool G02494		760,409		841		831
	Federal Home Loan	PC Pool G03281		736,875		813		803
	Federal Home Loan	PC Pool G06995		714,091		787		777
	Federal Home Loan	PC Pool G04378		666,136		750		742
	Federal Home Loan	PC Pool G06962		672,821		743		733
	Federal Home Loan	PC Pool G06570		525,942		583		576
	Federal Home Loan	PC Pool G03392		477,585		527		521
	Federal Home Loan	PC Pool G01665		419,308		462		456
	Federal Home Loan	PC Pool G03268		406,662		449		443
	Federal Home Loan	PC Pool G06571		402,180		444		439
	Federal Home Loan	PC Pool G02993		393,492		434		428
	Federal Home Loan	PC Pool G04715		373,762		413		408
	Federal Home Loan	PC Pool G06238		360,892		400		395
	Federal Home Loan	PC Pool G03698		354,228		390		385
	Federal Home Loan	PC Pool G03697		345,457		381		376
	Federal Home Loan	PC Pool G08271		311,333		343		339
	Federal Home Loan	PC Pool G12339		287,357		313		313
	Federal Home Loan	PC Pool G04140		281,785		311		307
	Federal Home Loan	PC Pool G05862		250,390		275		273
	Federal Home Loan	PC Pool 1Q0558		218,795		234		235
	Federal Home Loan	PC Pool G03955		207,579		229		226
	Federal Home Loan	PC Pool G01749		178,668		195		194
	Federal Home Loan	PC Pool G13338		175,222		192		193
	Federal Home Loan	PC Pool 1G2080		180,497		191		192
	Federal Home Loan	PC Pool G13346		174,502		191		192
	Federal Home Loan	PC Pool 1H2581		180,152		191		191
	Federal Home Loan	PC Pool 1Q0557		176,924		189		189
	Federal Home Loan	PC Pool G30303		172,506		187		188
	Federal Home Loan	PC Pool 1Q0479		173,595		186		186
	Federal Home Loan	PC Pool 1B1150		169,475		181		181
	Federal Home Loan	PC Pool G12758		149,381		164		166

*	Party-in-Interest as defined by ERISA.

- 22 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD

DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)			(d)		(e)
	Identity of Issue, Borrower, Lessor, or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	Number of Shares / Units		Cost		Current Value
	Federal Home Loan	PC Pool G03720		128,861	$	142	$	140
	Federal Home Loan	PC Pool H09070		123,146		138		136
	Federal Home Loan	PC Pool 1Q0556		117,095		125		125
	Federal Home Loan	PC Pool 781274		117,913		125		123
	Federal Home Loan	PC Pool G01767		99,013		114		113
	Federal Home Loan	PC Pool 847671		102,783		110		110
	Federal Home Loan	PC Pool G03081		97,682		110		109
	Federal Home Loan	PC Pool G05603		94,591		110		108
	Federal Home Loan	PC Pool 1G2667		99,430		106		105
	Federal Home Loan	PC Pool G12277		94,050		103		103
	Federal Home Loan	PC Pool H09203		91,561		100		99
	Federal Home Loan	PC Pool 848349		88,585		96		95
	Federal Home Loan	PC Pool G30305		83,821		94		93
	Federal Home Loan	PC Pool G03457		76,840		85		84
	Federal Natl Mtg Assn	Pool 888366		2,699,934		3,125		3,111
	Federal Natl Mtg Assn	Pool AE0381		2,378,726		2,588		2,577
	Federal Natl Mtg Assn	Pool 995788		1,712,544		1,883		1,882
	Federal Natl Mtg Assn	Pool AL2439		1,625,246		1,770		1,762
	Federal Natl Mtg Assn	Pool 725330		1,282,603		1,433		1,436
	Federal Natl Mtg Assn	Pool 725228		920,159		1,028		1,022
	Federal Natl Mtg Assn	Pool AD0249		809,760		890		890
	Federal Natl Mtg Assn	Pool AD0198		744,544		816		814
	Federal Natl Mtg Assn	Pool AE0012		690,873		780		776
	Federal Natl Mtg Assn	Pool AE0442		655,666		740		721
	Federal Natl Mtg Assn	Pool AD0663		611,419		672		670
	Federal Natl Mtg Assn	Pool 995405		597,319		649		646
	Federal Natl Mtg Assn	Pool 735415		481,614		551		558
	Federal Natl Mtg Assn	Pool AE0875		513,961		559		556
	Federal Natl Mtg Assn	Pool AE0380		464,293		505		502
	Federal Natl Mtg Assn	Pool 995212		433,845		485		486
	Federal Natl Mtg Assn	Pool 888015		416,179		466		464
	Federal Natl Mtg Assn	Pool 889390		395,207		434		434
	Federal Natl Mtg Assn	Pool 889886		376,316		439		430
	Federal Natl Mtg Assn	Pool 888956		376,508		421		422
	Federal Natl Mtg Assn	Pool 677709		356,531		392		392
	Federal Natl Mtg Assn	Pool 888559		341,373		388		388
	Federal Natl Mtg Assn	Pool 888291		341,816		375		376
	Federal Natl Mtg Assn	Pool AE0382		346,808		377		375
	Federal Natl Mtg Assn	Pool AE0620		321,678		350		348
	Federal Natl Mtg Assn	Pool 888891		318,284		359		345
	Federal Natl Mtg Assn	Pool 890341		307,393		340		336
	Federal Natl Mtg Assn	Pool AD0284		302,896		330		328
	Federal Natl Mtg Assn	Pool AE0952		294,439		330		326
	Federal Natl Mtg Assn	Pool 888151		299,519		327		324
	Federal Natl Mtg Assn	Pool 889528		285,857		320		317
	Federal Natl Mtg Assn	Pool 888631		262,750		289		289
	Federal Natl Mtg Assn	Pool AD0931		245,761		270		270
	Federal Natl Mtg Assn	Pool 555285		239,658		268		268
	Federal Natl Mtg Assn	Pool AL0406		216,334		237		234
	Federal Natl Mtg Assn	Pool 995694		201,607		228		226
	Federal Natl Mtg Assn	Pool AD0111		195,377		221		219
	Federal Natl Mtg Assn	Pool 256985		185,337		212		211
	Federal Natl Mtg Assn	Pool 888136		190,011		209		209

*	Party-in-Interest as defined by ERISA.

- 23 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD

DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)			(d)		(e)
	Identity of Issue, Borrower, Lessor, or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	Number of Shares / Units		Cost		Current Value
	Federal Natl Mtg Assn	Pool 888365		190,560	$	209	$	207
	Federal Natl Mtg Assn	Pool 257095		186,738		205		202
	Federal Natl Mtg Assn	Pool AL1043		183,918		197		196
	Federal Natl Mtg Assn	Pool AD0650		177,273		195		193
	Federal Natl Mtg Assn	Pool 888894		159,474		179		177
	Federal Natl Mtg Assn	Pool AE0006		166,603		188		172
	Federal Natl Mtg Assn	Pool 310048		152,457		172		170
	Federal Natl Mtg Assn	Pool 256937		150,543		169		167
	Federal Natl Mtg Assn	Pool AD0112		144,710		163		162
	Federal Natl Mtg Assn	Pool 832257		149,630		157		159
	Federal Natl Mtg Assn	Pool 907860		147,540		159		158
	Federal Natl Mtg Assn	Pool 995597		145,726		158		158
	Federal Natl Mtg Assn	Pool 889157		142,851		158		156
	Federal Natl Mtg Assn	Pool AD0494		137,726		151		151
	Federal Natl Mtg Assn	Pool 745942		131,295		147		147
	Federal Natl Mtg Assn	Pool 745398		130,963		146		147
	Federal Natl Mtg Assn	Pool AE0379		135,193		147		146
	Federal Natl Mtg Assn	Pool 760744		130,000		141		139
	Federal Natl Mtg Assn	Pool AE0616		121,373		134		133
	Federal Natl Mtg Assn	Pool 256901		119,509		134		132
	Federal Natl Mtg Assn	Pool 995487		118,198		132		132
	Federal Natl Mtg Assn	Pool 745238		120,076		129		128
	Federal Natl Mtg Assn	Pool AE0063		115,033		129		127
	Federal Natl Mtg Assn	Pool AD0692		115,929		127		125
	Federal Natl Mtg Assn	Pool AL0852		115,375		127		125
	Federal Natl Mtg Assn	Pool 725271		111,748		120		119
	Federal Natl Mtg Assn	Pool 995575		107,915		119		119
	Federal Natl Mtg Assn	Pool 725417		104,311		112		112
	Federal Natl Mtg Assn	Pool 995005		102,081		110		110
	Federal Natl Mtg Assn	Pool 735869		101,566		109		109
	Federal Natl Mtg Assn	Pool 888262		100,104		109		108
	Federal Natl Mtg Assn	Pool 936482		97,001		107		107
	Federal Natl Mtg Assn	Pool 725206		96,639		106		106
	Federal Natl Mtg Assn	Pool 735523		96,756		104		103
	Federal Natl Mtg Assn	Pool 889151		90,990		102		101
	Federal Natl Mtg Assn	Pool 745303		94,601		101		101
	Federal Natl Mtg Assn	Pool 888791		88,356		97		96
	Federal Natl Mtg Assn	Pool 256614		86,293		95		93
	Federal Natl Mtg Assn	Pool AL0144		79,932		87		87
	Federal Natl Mtg Assn	Pool 555191		22,369		23		22
	Federal Natl Mtg Assn	Pool 555162		7,363		7		7

	Total mortgages							80,592

	U.S. Government securities
	US Treasury Note	Due 10/2013 0.500%		14,200,000		14,247		14,237
	US Treasury Note	Due 04/2013 0.625%		13,000,000		13,044		13,023
	US Treasury Note	Due 05/2013 0.500%		7,000,000		7,014		7,011
	US Treasury Note	Due 10/2013 0.250%		3,100,000		3,102		3,102
	US Treasury Note	Due 11/2013 0.500%		1,200,000		1,204		1,203
	US Treasury Note	Due 01/2013 0.625%		970,000		973		970
	California St	Cas 04/2039 Fixed 7.550%		2,540,000		3,259		3,645
	Illinois St	Ils 03/2018 Fixed 5.665%		1,875,000		2,093		2,136

*	Party-in-Interest as defined by ERISA.

- 24 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD

DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)			(d)		(e)
	Identity of Issue, Borrower, Lessor, or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	Number of Shares / Units		Cost		Current Value
	Illinois St	Ils 03/2017 Fixed 5.365%		1,840,000	$	2,023	$	2,061
	New Jersey St Turnpike Auth	Njstrn 01/2041 Fixed 7.102%		1,420,000		2,000		2,014
	California St	Cas 04/2034 Fixed 7.500%		1,420,000		1,789		1,970
	California St	Cas 10/2039 Fixed 7.300%		1,410,000		1,775		1,954
	Los Angeles CA Unif Sch Dist	Losscd 07/2034 Fixed 6.758%		1,285,000		1,692		1,700
	California St	Cas 03/2040 Fixed 7.625%		535,000		690		768
	Illinois St	Ils 03/2016 Fixed 4.961%		540,000		584		591
	California St	Cas 11/2040 Fixed 7.600%		250,000		324		366
	California St	Cas 10/2019 Fixed 6.200%		195,000		231		237
	California St	Cas 04/2014 Fixed 5.250%		150,000		161		158
	California St	Cas 03/2019 Fixed 6.200%		60,000		71		72

	Total U.S. Government securities							57,218

	Asset-backed securities
	Chase Issuance Trust	CHAIT 2012 A8 A8		2,800,000		2,800		2,798
	SLM Student Loan Trust	SLMA 2012 C A2 144A		1,830,000		1,841		1,930
	Small Business Administration	SBAP 2006 20G 1		278,715		320		322
	Small Business Administration	SBAP 2007 20D 1		241,242		273		277
	Small Business Administration	SBAP 2007 20C 1		239,631		270		271
	Small Business Administration	SBAP 2007 20G 1		160,056		184		185
	Small Business Administration	SBAP 2006 20C 1		157,314		179		181
	Small Business Administration	SBAP 2007 20A 1		149,005		167		171
	Small Business Administration	SBAP 2006 20A 1		113,211		127		127
	Small Business Administration	SBAP 2005 20I 1		101,826		114		114
	Small Business Administration	SBAP 2005 20E 1		92,822		103		104
	Small Business Administration	SBAP 2005 20G 1		91,618		102		102
	Small Business Administration	SBAP 2001 20L 1		82,197		91		91

	Total asset-backed securities							6,673

	Cash equivalents
	Currency	Foreign Currency		8,085,946		8,086		8,086

	Total cash equivalents							8,086

	Receivables							2,559

	Liabilities							(147	)

	TOTAL SEPARATE ACCOUNT							283,941

	CASH EQUIVALENTS
	Currency			21,359,923		21,360		21,360

	TOTAL CASH EQUIVALENTS							21,360

	TOTAL INVESTMENTS PER FINANCIAL STATEMENTS							16,788,803
	NOTES RECEIVABLE FROM PARTICIPANTS	Interest rates ranging from 2.980% to 12.000%						136,847

	TOTAL INVESTMENTS PER FORM 5500						$	16,925,650

*	Party-in-Interest as defined by ERISA.

- 25 -

CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN

EIN 94-0890210 PLAN NO. 001

SCHEDULE H - PART IV, LINE 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(thousands of dollars)


(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)
Identity of party involved	Description of asset (include interest rate and maturity in case of a loan)	Purchase price		Selling price		Lease rental		Expense incurred with transaction		Cost of asset		Current value of asset on transaction date		Net gain or (loss)
Category (iii) - Series of Transactions (Aggregate) in Excess of 5% of Plan Assets
Chevron Corporation*	Common Stock	$	1,235,266	$	—		N/A	$	—	$	1,235,266	$	1,235,266	$	—
Chevron Corporation*	Common Stock		—		1,483,834		N/A		—		921,037		1,483,834		562,797

There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2012.

*	Party-in-interest as defined by ERISA.

- 26 -