S-4/A
Table of Contents
S-4/AChevron CorpCA0000093410falseIncludes excise tax on share repurchases. Beginning and ending balances for all periods include capital in excess of par, common stock issued at par for $1,832, and $(240) associated with Chevron’s Benefit Plan Trust. Changes reflect capital in excess of par. Includes finance lease liabilities of $574 and $403 at December 31, 2023 and 2022, respectively. Refer to Note 24 Other Contingencies and Commitments. Beginning and ending total issued share balances include 14,168,000 shares associated with Chevron’s Benefit Plan Trust. 0000093410 2023-01-01 2023-12-31 0000093410 2022-01-01 2022-12-31 0000093410 2021-01-01 2021-12-31 0000093410 2022-12-31 0000093410 2023-12-31 0000093410 2021-12-31 0000093410 2020-12-31 0000093410 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-12-31 0000093410 us-gaap:AccumulatedTranslationAdjustmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2021-01-01 2021-12-31 0000093410 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2021-01-01 2021-12-31 0000093410 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2021-01-01 2021-12-31 0000093410 cvx:ChevronUsaIncMember 2021-01-01 2021-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember us-gaap:OilAndGasMember 2021-01-01 2021-12-31 0000093410 us-gaap:CommodityContractMember us-gaap:SalesMember 2021-01-01 2021-12-31 0000093410 us-gaap:CommodityContractMember us-gaap:OtherIncomeMember 2021-01-01 2021-12-31 0000093410 us-gaap:CommodityContractMember cvx:PurchasedCrudeOilAndProductsMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:OilAndGasMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 srt:GeographyEliminationsMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:OilAndGasMember cvx:UpstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember 2021-01-01 2021-12-31 0000093410 srt:ConsolidationEliminationsMember us-gaap:OilAndGasMember 2021-01-01 2021-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember country:US 2021-01-01 2021-12-31 0000093410 srt:GeographyEliminationsMember us-gaap:OilAndGasMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember 2021-01-01 2021-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:OilAndGasMember cvx:DownstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000093410 us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember cvx:AffiliatesMember 2021-01-01 2021-12-31 0000093410 srt:ParentCompanyMember us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember 2021-01-01 2021-12-31 0000093410 us-gaap:DomesticCountryMember 2021-01-01 2021-12-31 0000093410 us-gaap:ForeignCountryMember 2021-01-01 2021-12-31 0000093410 us-gaap:OtherPensionPlansDefinedBenefitMember 2021-01-01 2021-12-31 0000093410 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-01-01 2021-12-31 0000093410 country:US us-gaap:PensionPlansDefinedBenefitMember 2021-01-01 2021-12-31 0000093410 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2021-01-01 2021-12-31 0000093410 cvx:UpstreamSegmentMember 2021-01-01 2021-12-31 0000093410 cvx:DownstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:AllowanceForCreditLossMember 2021-01-01 2021-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember 2021-01-01 2021-12-31 0000093410 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0000093410 us-gaap:ParentMember 2021-01-01 2021-12-31 0000093410 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-12-31 0000093410 us-gaap:TreasuryStockCommonMember 2021-01-01 2021-12-31 0000093410 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0000093410 cvx:TengizchevroilLlpMember 2021-01-01 2021-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 country:US 2021-01-01 2021-12-31 0000093410 us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2021-01-01 2021-12-31 0000093410 us-gaap:BusinessRestructuringReservesMember 2021-01-01 2021-12-31 0000093410 cvx:EquityInEarningsMember us-gaap:NonUsMember 2021-01-01 2021-12-31 0000093410 cvx:EquityInEarningsMember country:US 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:TengizchevroilLlpMember cvx:UpstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:AngolaLngLimitedMember cvx:UpstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:GsCaltexCorporationMember cvx:DownstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:CorporateNonSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:UpstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:ChevronPhillipsChemicalCompanyLlcMember cvx:DownstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:DownstreamSegmentMember 2021-01-01 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:CaspianPipelineConsortiumMember cvx:UpstreamSegmentMember 2021-01-01 2021-12-31 0000093410 srt:AffiliatedEntityMember 2021-01-01 2021-12-31 0000093410 us-gaap:OilAndGasPurchasedMember srt:AffiliatedEntityMember 2021-01-01 2021-12-31 0000093410 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2022-01-01 2022-12-31 0000093410 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0000093410 us-gaap:AccumulatedTranslationAdjustmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-01-01 2022-12-31 0000093410 cvx:ChevronUsaIncMember 2022-01-01 2022-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember us-gaap:OilAndGasMember 2022-01-01 2022-12-31 0000093410 us-gaap:CommodityContractMember cvx:PurchasedCrudeOilAndProductsMember 2022-01-01 2022-12-31 0000093410 us-gaap:CommodityContractMember us-gaap:SalesMember 2022-01-01 2022-12-31 0000093410 us-gaap:CommodityContractMember us-gaap:OtherIncomeMember 2022-01-01 2022-12-31 0000093410 us-gaap:CommodityContractMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:OilAndGasMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 srt:GeographyEliminationsMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:OilAndGasMember cvx:UpstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember 2022-01-01 2022-12-31 0000093410 srt:ConsolidationEliminationsMember us-gaap:OilAndGasMember 2022-01-01 2022-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember country:US 2022-01-01 2022-12-31 0000093410 srt:GeographyEliminationsMember us-gaap:OilAndGasMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember 2022-01-01 2022-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:OilAndGasMember cvx:DownstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000093410 srt:ParentCompanyMember us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember 2022-01-01 2022-12-31 0000093410 us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember cvx:AffiliatesMember 2022-01-01 2022-12-31 0000093410 us-gaap:DomesticCountryMember 2022-01-01 2022-12-31 0000093410 us-gaap:ForeignCountryMember 2022-01-01 2022-12-31 0000093410 us-gaap:OtherPensionPlansDefinedBenefitMember 2022-01-01 2022-12-31 0000093410 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-01-01 2022-12-31 0000093410 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2022-01-01 2022-12-31 0000093410 country:US us-gaap:PensionPlansDefinedBenefitMember 2022-01-01 2022-12-31 0000093410 us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0000093410 cvx:UpstreamSegmentMember 2022-01-01 2022-12-31 0000093410 cvx:DownstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:AllowanceForCreditLossMember 2022-01-01 2022-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember 2022-01-01 2022-12-31 0000093410 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0000093410 us-gaap:ParentMember 2022-01-01 2022-12-31 0000093410 cvx:TengizchevroilLlpMember 2022-01-01 2022-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 country:US 2022-01-01 2022-12-31 0000093410 us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2022-01-01 2022-12-31 0000093410 us-gaap:BusinessRestructuringReservesMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:AngolaLngLimitedMember cvx:UpstreamSegmentMember 2022-01-01 2022-12-31 0000093410 cvx:EquityInEarningsMember us-gaap:NonUsMember 2022-01-01 2022-12-31 0000093410 cvx:EquityInEarningsMember country:US 2022-01-01 2022-12-31 0000093410 us-gaap:CorporateNonSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:TengizchevroilLlpMember cvx:UpstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:GsCaltexCorporationMember cvx:DownstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:UpstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:DownstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:ChevronPhillipsChemicalCompanyLlcMember cvx:DownstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:CaspianPipelineConsortiumMember cvx:UpstreamSegmentMember 2022-01-01 2022-12-31 0000093410 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0000093410 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0000093410 us-gaap:FairValueMeasurementsNonrecurringMember 2022-01-01 2022-12-31 0000093410 srt:AffiliatedEntityMember 2022-01-01 2022-12-31 0000093410 us-gaap:OilAndGasPurchasedMember srt:AffiliatedEntityMember 2022-01-01 2022-12-31 0000093410 us-gaap:TreasuryStockCommonMember 2022-01-01 2022-12-31 0000093410 cvx:TengizchevroilLlpMember 2023-01-01 2023-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember 2023-01-01 2023-12-31 0000093410 cvx:HessCorporationMember 2023-01-01 2023-12-31 0000093410 us-gaap:AccumulatedTranslationAdjustmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2023-01-01 2023-12-31 0000093410 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2023-01-01 2023-12-31 0000093410 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0000093410 cvx:ChevronUsaIncMember 2023-01-01 2023-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember us-gaap:OilAndGasMember 2023-01-01 2023-12-31 0000093410 us-gaap:CommodityContractMember cvx:PurchasedCrudeOilAndProductsMember 2023-01-01 2023-12-31 0000093410 us-gaap:CommodityContractMember us-gaap:SalesMember 2023-01-01 2023-12-31 0000093410 us-gaap:CommodityContractMember us-gaap:OtherIncomeMember 2023-01-01 2023-12-31 0000093410 us-gaap:CommodityContractMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:OilAndGasMember cvx:UpstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:OilAndGasMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember 2023-01-01 2023-12-31 0000093410 us-gaap:CorporateNonSegmentMember us-gaap:OilAndGasMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember country:US 2023-01-01 2023-12-31 0000093410 srt:ConsolidationEliminationsMember us-gaap:OilAndGasMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 srt:GeographyEliminationsMember us-gaap:OilAndGasMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 srt:GeographyEliminationsMember us-gaap:OilAndGasMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:IntersegmentEliminationMember us-gaap:OilAndGasMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember us-gaap:OilAndGasMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:OilAndGasMember cvx:DownstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember 2023-01-01 2023-12-31 0000093410 srt:ParentCompanyMember us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember 2023-01-01 2023-12-31 0000093410 us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember cvx:AffiliatesMember 2023-01-01 2023-12-31 0000093410 us-gaap:DomesticCountryMember 2023-01-01 2023-12-31 0000093410 us-gaap:ForeignCountryMember 2023-01-01 2023-12-31 0000093410 us-gaap:OtherPensionPlansDefinedBenefitMember 2023-01-01 2023-12-31 0000093410 country:US 2023-01-01 2023-12-31 0000093410 country:US us-gaap:PensionPlansDefinedBenefitMember 2023-01-01 2023-12-31 0000093410 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2023-01-01 2023-12-31 0000093410 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2023-01-01 2023-12-31 0000093410 us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0000093410 us-gaap:ForeignPlanMember 2023-01-01 2023-12-31 0000093410 cvx:UpstreamSegmentMember 2023-01-01 2023-12-31 0000093410 cvx:DownstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:AllowanceForCreditLossMember 2023-01-01 2023-12-31 0000093410 us-gaap:CommodityContractMember 2023-01-01 2023-12-31 0000093410 srt:MaximumMember 2023-01-01 2023-12-31 0000093410 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0000093410 us-gaap:ParentMember 2023-01-01 2023-12-31 0000093410 us-gaap:TreasuryStockCommonMember 2023-01-01 2023-12-31 0000093410 us-gaap:PerformanceSharesMember cvx:ChevronLongTermIncentivePlanLTIPMember 2023-01-01 2023-12-31 0000093410 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0000093410 cvx:TengizchevroilLlpMember 2023-01-01 2023-12-31 0000093410 country:US 2023-01-01 2023-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember country:US 2023-01-01 2023-12-31 0000093410 cvx:UndergoingFrontEndEngineeringAndDesignWithFinalInvestmentDecisionExpectedMember 2023-01-01 2023-12-31 0000093410 us-gaap:BusinessRestructuringReservesMember 2023-01-01 2023-12-31 0000093410 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2023-01-01 2023-12-31 0000093410 cvx:AnnexDMember 2023-01-01 2023-12-31 0000093410 cvx:EquityInEarningsMember us-gaap:NonUsMember 2023-01-01 2023-12-31 0000093410 cvx:EquityInEarningsMember country:US 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:TengizchevroilLlpMember cvx:UpstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:CorporateNonSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:AngolaLngLimitedMember cvx:UpstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:DownstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:GsCaltexCorporationMember cvx:DownstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:UpstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:ChevronPhillipsChemicalCompanyLlcMember cvx:DownstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:CaspianPipelineConsortiumMember cvx:UpstreamSegmentMember 2023-01-01 2023-12-31 0000093410 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0000093410 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0000093410 us-gaap:FairValueMeasurementsNonrecurringMember 2023-01-01 2023-12-31 0000093410 srt:AffiliatedEntityMember 2023-01-01 2023-12-31 0000093410 cvx:ClimateChangeMember cvx:DismissedLitigationMember 2023-01-01 2023-12-31 0000093410 cvx:ClimateChangeMember 2023-01-01 2023-12-31 0000093410 us-gaap:OilAndGasPurchasedMember srt:AffiliatedEntityMember 2023-01-01 2023-12-31 0000093410 cvx:StockOptionsAndStockAppreciationRightsMember cvx:ChevronLongTermIncentivePlanLTIPMember 2023-01-01 2023-12-31 0000093410 cvx:StockOptionsAndStockAppreciationRightsMember cvx:ChevronLongTermIncentivePlanLTIP2017IssuanceMember 2023-01-01 2023-12-31 0000093410 cvx:PerformanceSharesandRestrictedStockUnitsRSUsMember cvx:ChevronLongTermIncentivePlanLTIPMember 2023-01-01 2023-12-31 0000093410 us-gaap:RestrictedStockUnitsRSUMember cvx:ChevronLongTermIncentivePlanLTIP2017IssuanceMember 2023-01-01 2023-12-31 0000093410 cvx:PerformanceSharesandRestrictedStockUnitsRSUsMember cvx:ChevronLongTermIncentivePlanLTIP2017IssuanceMember 2023-01-01 2023-12-31 0000093410 us-gaap:RestrictedStockUnitsRSUMember cvx:ChevronLongTermIncentivePlanLTIP2023IssuanceMember 2023-01-01 2023-12-31 0000093410 dei:BusinessContactMember 2023-01-01 2023-12-31 0000093410 us-gaap:PerformanceSharesMember 2023-01-01 2023-12-31 0000093410 us-gaap:StockAppreciationRightsSARSMember 2023-01-01 2023-12-31 0000093410 cvx:ChevronUsaIncMember 2022-12-31 0000093410 cvx:TengizchevroilLlpMember 2022-12-31 0000093410 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0000093410 us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember 2022-12-31 0000093410 cvx:LongTermReceivablesNetMember us-gaap:CommodityContractMember 2022-12-31 0000093410 cvx:AccountsAndNotesReceivableMember us-gaap:CommodityContractMember 2022-12-31 0000093410 us-gaap:DesignatedAsHedgingInstrumentMember 2022-12-31 0000093410 us-gaap:NondesignatedMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:AngolaLngLimitedMember cvx:UpstreamSegmentMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:DownstreamSegmentMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:UpstreamSegmentMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:ChevronPhillipsChemicalCompanyLlcMember cvx:DownstreamSegmentMember 2022-12-31 0000093410 us-gaap:CorporateNonSegmentMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:TengizchevroilLlpMember cvx:UpstreamSegmentMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:CaspianPipelineConsortiumMember cvx:UpstreamSegmentMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:GsCaltexCorporationMember cvx:DownstreamSegmentMember 2022-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember us-gaap:NonUsMember 2022-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember country:US 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember country:US 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2022-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember country:US 2022-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember 2022-12-31 0000093410 country:US 2022-12-31 0000093410 us-gaap:NonUsMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember country:US 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember country:US 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember country:US 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember country:US 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember country:US 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember country:US 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 cvx:OtherPlanAssetsMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 country:US 2022-12-31 0000093410 us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember cvx:CompanysOwnStockMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember country:US 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember country:US 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:ForeignPlanMember 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel3Member country:US 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel2Member country:US 2022-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel1Member country:US 2022-12-31 0000093410 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000093410 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-12-31 0000093410 country:US us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000093410 cvx:EquityAffiliateLoanMember cvx:InvestmentsInAndAdvanceToAffiliatesSubsidiariesAssociatesAndJointVenturesMember 2022-12-31 0000093410 cvx:PDCEnergyIncMember 2022-12-31 0000093410 country:AU 2022-12-31 0000093410 cvx:DeferredCreditsAndOtherNoncurrentObligationsMember us-gaap:CommodityContractMember 2022-12-31 0000093410 us-gaap:AccountsPayableMember us-gaap:CommodityContractMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2022-12-31 0000093410 us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-12-31 0000093410 us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2022-12-31 0000093410 cvx:InvestmentsAndAdvancesMember us-gaap:NonUsMember 2022-12-31 0000093410 cvx:InvestmentsAndAdvancesMember country:US 2022-12-31 0000093410 cvx:NotesDue2030Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2029Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:DebentureTwoMember us-gaap:UnsecuredDebtMember 2022-12-31 0000093410 cvx:DebentureOneMember us-gaap:UnsecuredDebtMember 2022-12-31 0000093410 cvx:NotesDue2044Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2043Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2041Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2028Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2040Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2050Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2049Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2047Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:MediumTermNotesMaturingFrom2023To2038Member us-gaap:MediumTermNotesMember 2022-12-31 0000093410 cvx:BankLoansDue2023Member us-gaap:LoansPayableMember 2022-12-31 0000093410 cvx:DebentureFiveMember us-gaap:UnsecuredDebtMember 2022-12-31 0000093410 cvx:NotesDue2023Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2027Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2026Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2025Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 cvx:NotesDue2024Member us-gaap:NotesPayableToBanksMember 2022-12-31 0000093410 srt:AffiliatedEntityMember 2022-12-31 0000093410 srt:ParentCompanyMember us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember 2022-12-31 0000093410 us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember cvx:AffiliatesMember 2022-12-31 0000093410 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2022-12-31 0000093410 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2022-12-31 0000093410 cvx:ChevronUsaIncMember 2023-12-31 0000093410 cvx:TengizchevroilLlpMember 2023-12-31 0000093410 cvx:TengizchevroilLlpMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember 2023-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0000093410 us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0000093410 us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember 2023-12-31 0000093410 cvx:LongTermReceivablesNetMember us-gaap:CommodityContractMember 2023-12-31 0000093410 cvx:AccountsAndNotesReceivableMember us-gaap:CommodityContractMember 2023-12-31 0000093410 us-gaap:DesignatedAsHedgingInstrumentMember 2023-12-31 0000093410 us-gaap:NondesignatedMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:UpstreamSegmentMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:AngolaLngLimitedMember cvx:UpstreamSegmentMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:OtherVieMember cvx:DownstreamSegmentMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:GsCaltexCorporationMember cvx:DownstreamSegmentMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:ChevronPhillipsChemicalCompanyLlcMember cvx:DownstreamSegmentMember 2023-12-31 0000093410 us-gaap:CorporateNonSegmentMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:TengizchevroilLlpMember cvx:UpstreamSegmentMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:CaspianPipelineConsortiumMember cvx:UpstreamSegmentMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember country:US 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember 2023-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember country:US 2023-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember us-gaap:NonUsMember 2023-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember 2023-12-31 0000093410 country:US 2023-12-31 0000093410 us-gaap:NonUsMember 2023-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember country:US 2023-12-31 0000093410 cvx:CaspianPipelineConsortiumMember 2023-12-31 0000093410 cvx:GsCaltexCorporationMember 2023-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember cvx:GoldenTrianglePolymersProjectMember 2023-12-31 0000093410 cvx:AngolaLngLimitedMember 2023-12-31 0000093410 cvx:MediumTermNotesMaturingFrom2023To2038Member us-gaap:MediumTermNotesMember srt:MaximumMember 2023-12-31 0000093410 cvx:NotesDue2050Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:DebentureTwoMember us-gaap:UnsecuredDebtMember 2023-12-31 0000093410 cvx:MediumTermNotesMaturingFrom2023To2038Member us-gaap:MediumTermNotesMember 2023-12-31 0000093410 cvx:NotesDue2027Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2025Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2024Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:MediumTermNotesMaturingFrom2023To2038Member us-gaap:MediumTermNotesMember srt:MinimumMember 2023-12-31 0000093410 cvx:NotesDue2050Member us-gaap:NotesPayableToBanksMember srt:MaximumMember 2023-12-31 0000093410 cvx:NotesDue2050Member us-gaap:NotesPayableToBanksMember srt:MinimumMember 2023-12-31 0000093410 cvx:DebentureTwoMember us-gaap:UnsecuredDebtMember srt:MaximumMember 2023-12-31 0000093410 cvx:DebentureTwoMember us-gaap:UnsecuredDebtMember srt:MinimumMember 2023-12-31 0000093410 cvx:NotesDue2027Member us-gaap:NotesPayableToBanksMember srt:MaximumMember 2023-12-31 0000093410 cvx:NotesDue2027Member us-gaap:NotesPayableToBanksMember srt:MinimumMember 2023-12-31 0000093410 cvx:NotesDue2025Member us-gaap:NotesPayableToBanksMember srt:MaximumMember 2023-12-31 0000093410 cvx:NotesDue2025Member us-gaap:NotesPayableToBanksMember srt:MinimumMember 2023-12-31 0000093410 cvx:NotesDue2024Member us-gaap:NotesPayableToBanksMember srt:MaximumMember 2023-12-31 0000093410 cvx:NotesDue2024Member us-gaap:NotesPayableToBanksMember srt:MinimumMember 2023-12-31 0000093410 cvx:NoDrillingActivityMember 2023-12-31 0000093410 cvx:DrillingActivityMember 2023-12-31 0000093410 cvx:UndergoingFrontEndEngineeringAndDesignWithFinalInvestmentDecisionExpectedMember 2023-12-31 0000093410 cvx:ReviewingDevelopmentAlternativesMember 2023-12-31 0000093410 us-gaap:AgingOfCapitalizedExploratoryWellCostsPeriodTwoMember 2023-12-31 0000093410 us-gaap:AgingOfCapitalizedExploratoryWellCostsPeriodThreeMember 2023-12-31 0000093410 us-gaap:AgingOfCapitalizedExploratoryWellCostsPeriodFiveMember 2023-12-31 0000093410 cvx:AgingOfCapitalizedExploratoryWellCostsPeriodSixMember 2023-12-31 0000093410 us-gaap:AgingOfCapitalizedExploratoryWellCostsPeriodOneMember 2023-12-31 0000093410 us-gaap:AgingOfCapitalizedExploratoryWellCostsPeriodFourMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember country:US 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 country:US 2023-12-31 0000093410 us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember cvx:CompanysOwnStockMember country:US 2023-12-31 0000093410 us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember country:US 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember country:US 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesUsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsEquitySecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember country:US 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember country:US 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember country:US 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:AlternativeInvestmentsMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 cvx:OtherPlanAssetsMember country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember country:US 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 cvx:CollectiveTrustsMutualFundsDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember country:US 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel3Member country:US 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel2Member country:US 2023-12-31 0000093410 cvx:MutualFundsPlanAssetsMember us-gaap:FairValueInputsLevel1Member country:US 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:USTreasuryAndGovernmentMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:BankLoanObligationsMember us-gaap:FairValueInputsLevel2Member us-gaap:ForeignPlanMember 2023-12-31 0000093410 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 country:US us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2023-12-31 0000093410 cvx:OtherUnconditionalPurchaseObligationsMember 2023-12-31 0000093410 cvx:EquityAffiliateLoanMember cvx:InvestmentsInAndAdvanceToAffiliatesSubsidiariesAssociatesAndJointVenturesMember 2023-12-31 0000093410 cvx:UpstreamSegmentMember 2023-12-31 0000093410 cvx:DownstreamSegmentMember us-gaap:NonUsMember 2023-12-31 0000093410 cvx:DownstreamSegmentMember country:US 2023-12-31 0000093410 cvx:EnvironmentalReserveLessEnvironmentalReserveForSitesWithPotentialRemediationActivitiesMember 2023-12-31 0000093410 cvx:SitesWithPotentialRemediationActivitiesMember 2023-12-31 0000093410 us-gaap:EquitySecuritiesMember country:US srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 cvx:FixedIncomeAndCashAndCashEquivalentsMember country:US srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:RealEstateMember country:US srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 cvx:OtherPlanAssetsMember country:US srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashMember country:US srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:EquitySecuritiesMember country:GB srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 cvx:FixedIncomeAndCashAndCashEquivalentsMember country:GB srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:RealEstateMember country:GB srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashMember country:GB srt:MinimumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashMember country:GB srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:RealEstateMember country:GB srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 cvx:FixedIncomeAndCashAndCashEquivalentsMember country:GB srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:EquitySecuritiesMember country:GB srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanCashMember country:US srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 cvx:OtherPlanAssetsMember country:US srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:RealEstateMember country:US srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 cvx:FixedIncomeAndCashAndCashEquivalentsMember country:US srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 us-gaap:EquitySecuritiesMember country:US srt:MaximumMember us-gaap:PensionPlansDefinedBenefitMember 2023-12-31 0000093410 cvx:DebentureFiveMember us-gaap:UnsecuredDebtMember 2023-12-31 0000093410 cvx:NotesDue2049Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2047Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2044Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2043Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2041Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2040Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:DebentureOneMember us-gaap:UnsecuredDebtMember 2023-12-31 0000093410 cvx:NotesDue2030Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2029Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2028Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NotesDue2026Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 country:AU 2023-12-31 0000093410 cvx:PDCEnergyIncMember 2023-12-31 0000093410 cvx:ChevronLongTermIncentivePlanLTIPMember 2023-12-31 0000093410 cvx:ChevronLongTermIncentivePlanLTIPMember srt:MaximumMember cvx:FromMay2022ThroughMay2032Member 2023-12-31 0000093410 cvx:CoastalErosionMember us-gaap:PendingLitigationMember 2023-12-31 0000093410 cvx:ClimateChangeMember us-gaap:PendingLitigationMember 2023-12-31 0000093410 us-gaap:AccountsPayableMember us-gaap:CommodityContractMember 2023-12-31 0000093410 cvx:DeferredCreditsAndOtherNoncurrentObligationsMember us-gaap:CommodityContractMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2023-12-31 0000093410 us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2023-12-31 0000093410 us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2023-12-31 0000093410 cvx:TengizchevroilLlpMember 2023-12-31 0000093410 cvx:InvestmentsAndAdvancesMember us-gaap:NonUsMember 2023-12-31 0000093410 cvx:InvestmentsAndAdvancesMember country:US 2023-12-31 0000093410 cvx:BankLoansDue2023Member us-gaap:LoansPayableMember 2023-12-31 0000093410 cvx:NotesDue2023Member us-gaap:NotesPayableToBanksMember 2023-12-31 0000093410 cvx:NonTradeAccountsReceivableMember 2023-12-31 0000093410 cvx:ChevronPhillipsChemicalCompanyLlcMember srt:AffiliatedEntityMember 2023-12-31 0000093410 srt:AffiliatedEntityMember 2023-12-31 0000093410 srt:ParentCompanyMember us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember 2023-12-31 0000093410 us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember cvx:AffiliatesMember 2023-12-31 0000093410 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2023-12-31 0000093410 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel2Member us-gaap:OtherLongTermInvestmentsMember 2023-12-31 0000093410 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateBondSecuritiesMember 2023-12-31 0000093410 cvx:CoastalErosionMember 2023-12-31 0000093410 cvx:DownstreamSegmentMember 2023-12-31 0000093410 us-gaap:PerformanceSharesMember 2023-12-31 0000093410 us-gaap:RestrictedStockUnitsRSUMember 2023-12-31 0000093410 us-gaap:StockAppreciationRightsSARSMember 2023-12-31 0000093410 us-gaap:NonUsMember 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember country:US 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember us-gaap:NonUsMember 2021-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember country:US 2021-12-31 0000093410 country:US 2021-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember us-gaap:NonUsMember 2021-12-31 0000093410 us-gaap:MaterialReconcilingItemsMember us-gaap:NonUsMember 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:UpstreamSegmentMember 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember 2021-12-31 0000093410 us-gaap:OperatingSegmentsMember cvx:DownstreamSegmentMember country:US 2021-12-31 0000093410 country:US 2021-12-31 0000093410 country:US us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000093410 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000093410 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-12-31 0000093410 cvx:PDCEnergyIncMember 2021-12-31 0000093410 country:AU 2021-12-31 0000093410 srt:AffiliatedEntityMember 2021-12-31 0000093410 srt:ParentCompanyMember us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember 2021-12-31 0000093410 us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember cvx:AffiliatesMember 2021-12-31 0000093410 cvx:EcuadorLitigationMember us-gaap:PendingLitigationMember 2011-02-01 2011-02-28 0000093410 cvx:PDCEnergyIncMember cvx:FivePointSevenFivePercentSeniorNotesMember 2023-09-30 0000093410 cvx:PDCEnergyIncMember cvx:SixPointOneTwoFivePercentSeniorNotesMember 2023-09-30 0000093410 cvx:PDCEnergyIncMember 2023-09-30 0000093410 us-gaap:PerformanceSharesMember 2023-01-01 0000093410 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 0000093410 cvx:PDCEnergyIncMember 2023-08-07 2023-08-07 0000093410 cvx:PDCEnergyIncMember us-gaap:CommonStockMember 2023-08-07 2023-08-07 0000093410 cvx:PDCEnergyIncMember 2023-08-07 0000093410 cvx:HessCorporationMember 2023-10-23 2023-10-23 0000093410 cvx:HessCorporationMember us-gaap:CommonStockMember 2023-10-23 2023-10-23 0000093410 us-gaap:NoncontrollingInterestMember 2020-12-31 0000093410 us-gaap:ParentMember 2020-12-31 0000093410 us-gaap:TreasuryStockCommonMember 2020-12-31 0000093410 us-gaap:RetainedEarningsMember 2020-12-31 0000093410 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2020-12-31 0000093410 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0000093410 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-12-31 0000093410 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-12-31 0000093410 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-12-31 0000093410 us-gaap:AccumulatedTranslationAdjustmentMember 2020-12-31 0000093410 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2020-12-31 0000093410 us-gaap:BusinessRestructuringReservesMember 2020-12-31 0000093410 us-gaap:AllowanceForCreditLossMember 2020-12-31 0000093410 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0000093410 us-gaap:AccumulatedTranslationAdjustmentMember 2021-12-31 0000093410 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2021-12-31 0000093410 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2021-12-31 0000093410 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2021-12-31 0000093410 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2021-12-31 0000093410 us-gaap:BusinessRestructuringReservesMember 2021-12-31 0000093410 us-gaap:AllowanceForCreditLossMember 2021-12-31 0000093410 us-gaap:NoncontrollingInterestMember 2021-12-31 0000093410 us-gaap:ParentMember 2021-12-31 0000093410 us-gaap:TreasuryStockCommonMember 2021-12-31 0000093410 us-gaap:RetainedEarningsMember 2021-12-31 0000093410 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2021-12-31 0000093410 us-gaap:FairValueInputsLevel3Member 2021-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0000093410 us-gaap:AccumulatedTranslationAdjustmentMember 2022-12-31 0000093410 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-12-31 0000093410 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2022-12-31 0000093410 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2022-12-31 0000093410 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0000093410 us-gaap:FairValueInputsLevel3Member 2022-12-31 0000093410 us-gaap:BusinessRestructuringReservesMember 2022-12-31 0000093410 us-gaap:AllowanceForCreditLossMember 2022-12-31 0000093410 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2022-12-31 0000093410 us-gaap:RetainedEarningsMember 2022-12-31 0000093410 us-gaap:TreasuryStockCommonMember 2022-12-31 0000093410 us-gaap:ParentMember 2022-12-31 0000093410 us-gaap:NoncontrollingInterestMember 2022-12-31 0000093410 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2022-12-31 0000093410 us-gaap:AccumulatedTranslationAdjustmentMember 2023-12-31 0000093410 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2023-12-31 0000093410 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2023-12-31 0000093410 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2023-12-31 0000093410 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0000093410 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0000093410 us-gaap:DefinedBenefitPlanRealEstateMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0000093410 cvx:OtherPlanAssetsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0000093410 us-gaap:FairValueInputsLevel3Member 2023-12-31 0000093410 us-gaap:BusinessRestructuringReservesMember 2023-12-31 0000093410 us-gaap:AllowanceForCreditLossMember 2023-12-31 0000093410 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2023-12-31 0000093410 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2023-12-31 0000093410 us-gaap:RetainedEarningsMember 2023-12-31 0000093410 us-gaap:TreasuryStockCommonMember 2023-12-31 0000093410 us-gaap:ParentMember 2023-12-31 0000093410 us-gaap:NoncontrollingInterestMember 2023-12-31 iso4217:USD xbrli:pure utr:Year xbrli:shares utr:Day utr:Month iso4217:USD xbrli:shares cvx:segment cvx:guaranty cvx:Well cvx:Project cvx:lawsuit cvx:State cvx:Tribe cvx:parish
No. 333-277356
As filed with the Securities and Exchange Commission on March 28, 2024
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
AMENDMENT NO. 1
TO
FORM
 
S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
Chevron Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
(State or other jurisdiction of
incorporation or organization)
 
2911
(Primary Standard Industrial
Classification Code Number)
 
6001 Bollinger Canyon Road,
San Ramon, California 94583-2324
(925)
842-1000
 
94-0890210
(I.R.S. Employer
Identification No.)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
Mary A. Francis
Corporate Secretary and Chief Governance Officer
Chevron Corporation
6001 Bollinger Canyon Road, San Ramon,
CA
94583
(925)
842-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies of all communications, including communications sent to agent for service, should be sent to:
 
Scott A. Barshay
Kyle T. Seifried
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212)
373-3000
 
Timothy B. Goodell
Executive Vice President, General
Counsel and Corporate Secretary
Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
(212)
997-8500
 
Karessa L. Cain
Zachary S. Podolsky
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212)
403-1000
Approximate date of commencement of proposed sale to the public
: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act:
 
Large accelerated filer      Accelerated filer  
Non-accelerated
filer
     Smaller reporting company  
     Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)  ☐
Exchange
Act Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)  ☐
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


Table of Contents

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED MARCH 28, 2024

 

LOGO

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Hess Corporation:

On October 22, 2023, Hess Corporation (“Hess”), Chevron Corporation (“Chevron”) and Yankee Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), entered into a merger agreement under which, upon the terms and subject to the conditions set forth therein, Merger Subsidiary will merge with and into Hess, with Hess surviving as a direct, wholly-owned subsidiary of Chevron (the “merger”). If the merger is completed, Hess stockholders will receive, in exchange for each share of Hess common stock held immediately prior to the merger, 1.025 shares of Chevron common stock. The Hess Board of Directors (the “Hess Board”) has unanimously approved the merger agreement and recommends that Hess stockholders vote in favor of adopting the merger agreement.

The transaction price represents a premium of approximately 10.3% on a 20-day average based on closing stock prices on October 20, 2023, the last trading day before the public announcement of the execution of the merger agreement with Chevron. The value of the merger consideration to be received in exchange for each share of Hess common stock will fluctuate with the market value of Chevron common stock until the transaction is complete. The common stock of Hess is listed on the New York Stock Exchange under the symbol “HES”. The common stock of Chevron is listed on the New York Stock Exchange under the symbol “CVX”. Upon completion of the merger, former Hess stockholders are expected to own approximately [ ]% of the then outstanding Chevron common stock, based on Chevron’s outstanding equity as of [ ], 2024.

The merger cannot be completed without approval of the proposal to adopt the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon. Because of this, Hess is holding a special meeting of its stockholders on [ ], 2024 to vote on the proposal necessary to complete the merger. Information about the meeting, the merger, the merger agreement, and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. The Hess Board has fixed the close of business on [ ], 2024 as the record date for the determination of Hess stockholders entitled to notice of, and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of Hess common stock. We urge you to read this proxy


Table of Contents

statement/prospectus (including the annexes hereto) and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 32.

The Hess Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Hess stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the Hess stockholders for adoption at a meeting of such stockholders, and unanimously recommends that Hess stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, “FOR” the non-binding, advisory proposal to approve the compensation that may be paid or become payable to Hess’ named executive officers in connection with the merger and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

Your vote is very important regardless of the number of shares of Hess common stock that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

The proxy statement for the special meeting, which both summarizes the merger agreement and attaches a copy thereto, is attached to this notice, and incorporated by reference into this notice.

Thank you for your continued support.

Sincerely,

 

[/s/ James H. Quigley]

 

[/s/ John B. Hess]

Independent Chair
of the Board of Directors

 

Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [  ], 2024, and is first being mailed to stockholders of Hess on or about [  ], 2024.

 


Table of Contents

LOGO

1185 Avenue of the Americas

New York, New York 10036

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on [  ], 2024

To the Stockholders of Hess Corporation:

We are pleased to invite you to attend the special meeting of stockholders of Hess Corporation, a Delaware corporation (“Hess”), which will be held at [ ] a.m., Eastern Time, on [    ], 2024 virtually at [ ], for the following purposes:

 

   

to vote on a proposal to adopt the Agreement and Plan of Merger, dated as of October 22, 2023, by and among Chevron Corporation, a Delaware corporation (“Chevron”), Yankee Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”) and Hess (as it may be amended from time to time, the “merger agreement”), which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages [ ] and [ ], respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus of which this notice is a part (the “merger proposal”);

 

   

to vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Hess’ named executive officers that is based on or otherwise related to the merger (the “merger-related compensation proposal”); and

 

   

to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

Hess will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the Hess Board of Directors (the “Hess Board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Hess fixed the close of business on [  ], 2024 as the record date for the special meeting. Only Hess stockholders of record at the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of Hess stockholders entitled to vote at the special meeting will be available for inspection at Hess’ principal office at 1185 Avenue of the Americas, New York, New York 10036 during regular business hours for a period of at least 10 days prior to the special meeting. If you would like to inspect the list of Hess stockholders of record, please call the Investor Relations department at [ ] to schedule an appointment or request access. A certified list of eligible Hess stockholders will be available for inspection during the special meeting at [ ] by entering the control number provided on your proxy card or voting instruction form.

Completion of the merger is conditioned on adoption of the merger agreement by the Hess stockholders, which requires the affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon.


Table of Contents

The Hess Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Hess stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the Hess stockholders for adoption at a meeting of such stockholders and unanimously recommends that Hess stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Your vote is very important regardless of the number of shares of Hess common stock that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs if you decide not to or become unable to attend the meeting. Any eligible holder of Hess common stock may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus (including the annexes hereto) and any documents incorporated by reference herein in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page [].

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of Hess common stock, please contact Hess’ proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway

New York, New York 10018

Call (212) 929-5500 / Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

 

 

By Order of the Hess Board of Directors,

 

Timothy B. Goodell

 

Executive Vice President, General Counsel and

 

Corporate Secretary

 

[ ], 2024

 

New York, NY


Table of Contents

REFERENCES TO ADDITIONAL INFORMATION

Important business and financial information about Chevron are included in the annexes to this proxy statement/prospectus. In addition, this proxy statement/prospectus incorporates by reference important business and financial information about Hess from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into / included as annexes to this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page [ ].

You can obtain any of the documents incorporated by reference into or included as annexes to this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Chevron:

Chevron Corporation

6001 Bollinger Canyon Rd., Building A

San Ramon, California 94583

Attention: Investor Relations

Telephone: (925) 842-5690

For information related to Hess:

Hess Corporation

1185 Avenue of the Americas

New York, NY 10036

Attention: Investor Relations

Telephone: (212) 536-8940

To receive timely delivery of the documents in advance of the special meeting of Hess stockholders, you should make your request no later than [  ], 2024, which is five business days before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. In addition, you may obtain copies of documents filed by Chevron with the SEC by accessing Chevron’s website at www.chevron.com under the tab “Investors” and then under the heading “SEC Filings.” You may also obtain copies of documents filed by Hess with the SEC by accessing Hess’ website at www.hess.com under the tab “Investors” and then under the heading “Financial Information” and then under the sub-headingSEC Filings.”

We are not incorporating the contents of the websites of the SEC, Chevron, Hess or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.


Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Chevron (File No. 333-277356), constitutes a prospectus of Chevron under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.75 per share, of Chevron (“Chevron common stock”) to be issued to Hess stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Hess under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which Hess stockholders will be asked to consider and vote on the adoption of the merger agreement and other related proposals.

Chevron has supplied all information contained in this proxy statement/prospectus (including the annexes hereto), relating to Chevron and Merger Subsidiary, and Hess has supplied all such information relating to Hess contained in this proxy statement/prospectus or incorporated by reference herein.

You should rely only on the information contained in this proxy statement/prospectus, the annexes hereto and the information incorporated by reference into this proxy statement/prospectus. Chevron and Hess have not authorized anyone to provide you with information other than the information that is contained in this proxy statement/prospectus (including the annexes hereto) or incorporated by reference into this proxy statement/prospectus. Chevron and Hess take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated [    ], 2024, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information included as annexes to this proxy statement/prospectus or incorporated by reference herein is accurate as of any date other than the date of such document. Neither Chevron nor Hess assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this proxy statement/prospectus to Hess stockholders nor the issuance by Chevron of shares of Chevron common stock pursuant to the merger agreement will create any implication to the contrary.


Table of Contents

TABLE OF CONTENTS

 

     Page  

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

     1  

SUMMARY

     13  

Information about the Companies

     13  

The Merger

     14  

Merger Consideration

     14  

Treatment of Hess Equity Awards

     15  

Recommendations of the Hess Board

     17  

Opinion of Hess’ Financial Advisor

     17  

Interests of Directors and Executive Officers of Hess in the Merger

     18  

Material U.S. Federal Income Tax Consequences of the Merger

     18  

Accounting Treatment of the Merger

     19  

No Appraisal Rights

     19  

Regulatory Approvals Required for the Merger

     19  

Conditions to Completion of the Merger

     20  

Treatment of Existing Debt

     20  

No Solicitation

     21  

Termination of the Merger Agreement; Termination Fees

     22  

Voting Agreement

     25  

Special Meeting

     26  

Risk Factors

     28  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     29  

RISK FACTORS

     32  

Risks Related to the Merger

     32  

Risks Related to Chevron After Completion of the Merger

     39  

Other Risk Factors of Chevron and Hess

     41  


Table of Contents
     Page  

THE MERGER

     42  

Background of the Merger

     42  

Chevron’s Rationale for the Transaction

     48  

Hess Board’s Recommendations and Its Reasons for the Merger

     48  

Opinion of Hess’ Financial Advisor

     55  

Hess Unaudited Prospective Financial Information

     64  

Interests of Directors and Executive Officers of Hess in the Merger

     67  

Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Hess

     74  

Director and Officer Indemnification

     77  

Accounting Treatment of the Merger

     77  

Regulatory Approvals Required for the Merger

     78  

Treatment of Existing Debt

     79  

Treatment of Hess Equity Awards

     79  

Stabroek JOA

     81  

No Appraisal Rights

     82  

NYSE Listing of Chevron Common Stock; Delisting and Deregistration of Hess Common Stock

     83  

Litigation Relating to the Merger

     83  

Material U.S. Federal Income Tax Consequences

     84  

Restrictions on Sales of Shares of Chevron Common Stock Received in the Merger

     88  

Certain Contracts between Chevron and Hess

     88  

THE MERGER AGREEMENT

     89  

Explanatory Note Regarding the Merger Agreement

     89  

Structure of the Merger

     89  

 

ii


Table of Contents
     Page  

Timing of Closing

     90  

Merger Consideration

     90  

Covenants and Agreements

     94  

Representations and Warranties

     113  

Conditions to Completion of the Merger

     117  

Termination of the Merger Agreement

     119  

Expenses

     122  

Amendments; Waivers

     123  

Governing Law; Jurisdiction; Waiver of Jury Trial

     123  

Specific Performance

     123  

Third-Party Beneficiaries

     123  

VOTING AGREEMENT

     124  

INFORMATION ABOUT THE COMPANIES

     125  

Chevron

     125  

Hess

     125  

Merger Subsidiary

     126  

SPECIAL MEETING

     127  

Date, Time and Place

     127  

Purpose of the Special Meeting

     127  

Recommendation of the Hess Board

     127  

Record Date; Stockholders Entitled to Vote

     128  

Voting by Hess’ Directors and Executive Officers

     128  

Quorum; Adjournment

     128  

Required Vote; Broker Non-Votes and Abstentions

     129  

Voting of Proxies by Holders of Record

     130  

 

iii


Table of Contents
     Page  

Voting via the Internet or by Telephone

     130  

Voting by Mail

     130  

Attendance at the Special Meeting and Voting Virtually

     131  

Revocability of Proxies

     131  

Solicitation

     132  

Assistance

     132  

Tabulation of Votes

     132  

HESS PROPOSALS

     133  
NON-BINDING, ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR HESS’ NAMED EXECUTIVE OFFICERS      135  

DESCRIPTION OF CHEVRON COMMON STOCK

     136  

COMPARISON OF RIGHTS OF STOCKHOLDERS OF CHEVRON AND HESS

     138  

VALIDITY OF COMMON STOCK

     149  

EXPERTS

     150  
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR HESS’ 2024 ANNUAL MEETING OF STOCKHOLDERS      151  

HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS

     152  

WHERE YOU CAN FIND MORE INFORMATION

     153  

Chevron SEC Filings

     153  

Hess SEC Filings

     153  

Annex A: Agreement and Plan of Merger

Annex B: Voting and Support Agreement

Annex C: Opinion of Goldman Sachs & Co. LLC

Annex D: Annual Report of Chevron Corporation on Form 10-K for the fiscal year ended December 31, 2023

Annex F: Current Report of Chevron Corporation on Form 8-K filed with the SEC on February 2, 2024

 

iv


Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting of Hess stockholders (the “special meeting”). They may not include all of the information that is important to Hess stockholders. Hess stockholders should carefully read this entire proxy statement/prospectus (including the annexes hereto) and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [ ] of this proxy statement/prospectus.

Q: What is the merger?

Chevron Corporation (“Chevron”), Yankee Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), and Hess Corporation (“Hess”) have entered into an Agreement and Plan of Merger, dated as of October 22, 2023 (as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Hess by Chevron. Under the merger agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, Merger Subsidiary will merge with and into Hess, with Hess continuing as the surviving corporation and a direct, wholly-owned subsidiary of Chevron (the “merger” or the “transaction”).

As a result of the merger, Hess will become a direct, wholly-owned subsidiary of Chevron and will no longer be a publicly held company. Following the merger, the shares of common stock, par value $1.00 per share, of Hess (“Hess common stock”) will be delisted from the New York Stock Exchange (“NYSE”) and will be deregistered under the Exchange Act, after which Hess will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of Hess common stock.

Q: Why am I receiving these materials?

Chevron and Hess are sending these materials to Hess stockholders to help them decide how to vote their shares of Hess common stock with respect to the merger and other matters to be considered at the special meeting.

Hess is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement and other related proposals. Information about the special meeting, the merger and the other business to be considered by Hess stockholders at the special meeting is contained in this proxy statement/prospectus. The merger cannot be completed unless Hess stockholders adopt the merger agreement with the affirmative vote of the holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon.

This proxy statement/prospectus constitutes both a prospectus of Chevron and a proxy statement of Hess. It is a prospectus because Chevron will issue shares of its common stock in exchange for outstanding shares of Hess common stock in the merger. It is a proxy statement because the board of directors of Hess (the “Hess Board”) is soliciting proxies from its stockholders.

Q: What will Hess stockholders receive in the merger?

In the merger, Hess stockholders will receive 1.025 (the “exchange ratio”) validly issued, fully paid and non-assessable shares of Chevron common stock (the “merger consideration”) for each share of


Table of Contents

Hess common stock other than cancelled shares (as defined below). This exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either company before the merger is complete. The exchange ratio will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Chevron or Hess with a record date between the date of the merger agreement and the completion of the merger. No fractional shares of Chevron common stock will be issued in connection with the merger. Each holder of Hess common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock immediately prior to the effective time of the merger will have the right to receive an amount in cash (without interest and rounded to the nearest cent) in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Chevron common stock equal to the excess of (x) the aggregate number of shares of Chevron common stock to be delivered to the exchange agent by Chevron pursuant to the terms of the merger agreement over (y) the aggregate number of whole shares of Chevron common stock to be distributed to Hess stockholders pursuant to the terms of the merger agreement. Chevron stockholders will continue to own their existing shares of Chevron common stock, the form of which will not be changed by the transaction. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page [ ].

Q: What equity stake will Hess stockholders hold in Chevron immediately following the merger?

Upon the completion of the merger, based on the exchange ratio, the estimated number of shares of Chevron common stock issuable as the merger consideration is approximately [  ] million shares, which will result in former Hess stockholders holding approximately [ ]% of the outstanding fully diluted Chevron common stock following closing of the merger based on the number of outstanding shares of common stock and outstanding stock-based awards of Chevron and Hess as of [  ], 2024, the most recent practicable date for which such information was available.

For more details on the merger consideration and the treatment of Hess equity awards, see “The Merger Agreement—Merger Consideration” beginning on page [ ] and “The Merger Agreement—Merger Consideration—Treatment of Hess Equity Awards” beginning on page [ ], respectively.

Q: When do Hess and Chevron expect to complete the merger?

Chevron and Hess are working to complete the merger as soon as practicable and currently expect that the transaction will be completed in the middle of 2024. Neither Chevron nor Hess can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [ ].

Q: Is Chevron’s obligation to complete the merger subject to Chevron receiving financing?

No. Chevron’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger.

 

2


Table of Contents

Q: What happens if the merger is not completed?

If the merger agreement is not adopted by Hess stockholders or if the merger is not completed for any other reason, Hess stockholders will not receive any consideration for their shares of Hess common stock. Instead, Hess will remain an independent public company, Hess common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and Hess will continue to file periodic reports with the SEC. Under specific circumstances, Hess may be required to pay Chevron a termination fee of $1,715,000,000. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page [ ].

Q: Will the shares of Chevron common stock I acquire in the merger receive a dividend?

After the closing of the merger, as a holder of Chevron common stock, you will receive the same dividends on shares of Chevron common stock that all other holders of shares of Chevron common stock will receive with any dividend record date that occurs after the closing of the merger.

Q: Will I continue to receive dividends in respect of my shares of Hess common stock?

Prior to the closing of the merger, Hess and Chevron will coordinate regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that you do not receive two dividends, or fail to receive one dividend, in any quarter with respect to your shares of Hess common stock and the shares of Chevron common stock that you receive in exchange therefor in the merger.

After the closing of the merger, former Hess stockholders who hold Hess share certificates will not be entitled to be paid dividends otherwise payable on the shares of Chevron common stock into which their shares of Hess common stock are exchangeable until they surrender their Hess share certificates according to the instructions provided to them. Dividends will be accrued for those stockholders and they will receive such accrued dividends when they surrender their Hess share certificates.

After the closing of the merger, all Chevron dividends will remain subject to approval by Chevron’s board of directors (the “Chevron Board”).

Q: Who can vote at the special meeting?

Hess stockholders of record at the close of business on [  ], 2024 (which we refer to as the “Hess record date”) will be entitled to vote at the special meeting. Each share of Hess common stock will be entitled to one vote on all matters properly brought before the special meeting. As of the Hess record date, there were [ ] shares of Hess common stock outstanding and entitled to vote at the special meeting. There are no other voting securities of Hess outstanding.

Q: What am I being asked to vote on, and why is this approval necessary?

Hess stockholders are being asked to vote on the following proposals:

 

  1.

a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages [ ] and [ ], respectively (the “merger proposal”);

 

3


Table of Contents
  2.

an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Hess’ named executive officers that is based on or otherwise related to the merger (the “merger-related compensation proposal”); and

 

  3.

a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

Approval of the merger proposal by the affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon is required for completion of the merger. The completion of the merger is not conditioned on the approval of the merger-related compensation proposal or the adjournment proposal.

Q: What vote is required to approve each proposal at the special meeting?

The merger proposal: The affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon is required to approve the merger proposal (the “Hess stockholder approval”).

The merger-related compensation proposal: The affirmative vote of holders of a majority of the outstanding shares of Hess common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the advisory (non-binding) merger-related compensation proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Hess or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to Hess’ named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Hess’ stockholders.

The adjournment proposal: The affirmative vote of the holders of a majority of the outstanding shares of Hess common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If Hess stockholders approve the adjournment proposal, subject to the terms of the merger agreement, Hess could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from Hess stockholders who have previously voted. Hess does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting.

Q: What happens if the non-binding, advisory merger-related compensation proposal is not approved?

Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Hess or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to Hess’ named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Hess’ stockholders.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Hess common stock entitled to vote at the special meeting will constitute a

 

4


Table of Contents

quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. Hess’ by-laws provide that if a quorum fails to attend any meeting, the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, Hess will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q: How does the Hess Board recommend that I vote?

The Hess Board unanimously recommends that Hess stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your Hess stock certificates or other evidence of ownership at this time. If the merger is completed, you will receive instructions for surrendering your Hess stock certificates in exchange for shares of Chevron common stock from the exchange agent.

Please carefully consider the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein. Whether or not you plan to attend the special meeting, Hess encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Q: How can I attend the special meeting?

Hess stockholders as of the close of business on the Hess record date may attend and vote virtually at the special meeting by logging in at [ ]. To log in, Hess stockholders (or their authorized representatives) will need the control number provided on their proxy card or voting instruction form.

 

5


Table of Contents

Q: How do I vote?

If you are a stockholder of record of Hess as of the close of business on the Hess record date, you may submit your proxy before the special meeting in one of the following ways:

 

   

Telephone-use the toll-free number shown on your proxy card;

 

   

Internet-visit the website shown on your proxy card to vote via the internet; or

 

   

Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a stockholder of record of Hess, you may also cast your vote virtually at the special meeting by following the instructions at [ ]. If you decide to attend the special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name” and you intend to vote at the special meeting, you may cast your vote virtually at the special meeting by following the instructions at [ ]. Your vote at the special meeting will revoke any proxy previously submitted on your behalf by your broker, bank or other nominee.

The special meeting will begin promptly at [ ] a.m., Eastern Time, on [  ], 2024. Hess encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

Even if you plan to attend the special meeting, Hess recommends that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of Hess stockholders will be held virtually at [ ], at [ ] a.m., Eastern Time, on [    ]. Online access will begin at [ ] a.m., Eastern Time, and Hess encourages its stockholders to access the meeting prior to the start time. Even if you plan to attend the special meeting, Hess recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of Hess common stock are registered directly in your name with the transfer agent of Hess, Computershare Inc., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Hess or to a third party to vote at the special meeting. If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the

 

6


Table of Contents

instructions provided by them to vote your shares. You are invited to attend the special meeting, and you may cast your vote virtually at the special meeting by following the instructions at [ ].

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction form directly to Hess. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use. You may also cast your vote virtually at the special meeting by following the instructions at [ ].

Applicable stock exchange rules permit brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Those rules do not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The merger proposal, the merger-related compensation proposal and the adjournment proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. You must provide voting instructions to your broker for your shares to be voted.

If you are a Hess “street name” stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

 

   

your broker, bank or other nominee may not vote your shares on the merger proposal, which broker non-votes will have the same effect as votes cast “AGAINST” this proposal;

 

   

your broker, bank or other nominee may not vote your shares on the merger-related compensation proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present); and

 

   

your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present).

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Merger-related compensation proposal: An abstention will have the same effect as a vote cast “AGAINST” the merger-related compensation proposal. If a Hess stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the merger-related compensation proposal (assuming a quorum is present).

 

7


Table of Contents

Adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a Hess stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the adjournment proposal (assuming a quorum is present).

Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the Hess common stock represented by your proxy will be voted as recommended by the Hess Board with respect to that proposal.

Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

 

  (1)

submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on [  ] for shares held directly and 11:59 p.m. Eastern Time on [  ], 2024 for shares held in the Hess Corporation Savings Plan;

 

  (2)

signing and returning a new proxy card with a later date;

 

  (3)

voting virtually at the special meeting; or

 

  (4)

delivering, before 6:00 p.m. Eastern Time on [  ], 2024 for shares held directly and 6:00 p.m. Eastern Time on [  ], 2024 for shares held in the Hess Corporation Savings Plan, to Hess’ Corporate Secretary at Hess’ executive offices at 1185 Avenue of the Americas, New York, New York 10036, written revocation of your most recent proxy.

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax consequences of the merger?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and Chevron and Hess intend to report the merger consistent with such qualification. It is a condition to Hess’ obligation to complete the merger that Hess receive an opinion from outside counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Provided the merger so qualifies, a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences”) of Hess common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Hess common stock for Chevron common stock (except for any gain or loss, if any, recognized with respect to any cash received in lieu of a fractional share of Chevron common stock).

 

8


Table of Contents

An opinion of counsel represents such counsel’s judgment and is not binding on the Internal Revenue Service (the “IRS”) or any court and the IRS or a court may disagree with the conclusion in the opinion of counsel. Chevron and Hess have not sought, and will not seek, any ruling from the IRS regarding any matters related to the transactions, and as a result, there can be no assurance that the IRS would not assert that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

All holders of Hess common stock should consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to them. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page [ ] for additional information.

Q: Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of Hess common stock?

Hess stockholders are not entitled to appraisal rights in connection with the merger. For additional information, see “The Merger—No Appraisal Rights” beginning on page [ ].

Q: What will happen to Hess equity awards?

At the effective time of the merger, each outstanding option with respect to shares of Hess common stock (each, a “Hess option”), whether or not vested, will be converted into an option with respect to shares of Chevron common stock (each, a “Chevron option”), on the same terms and conditions as were applicable under such Hess option immediately prior to the effective time of the merger (including any provisions for acceleration) with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock underlying each such new Chevron option determined by multiplying (i) the number of shares of Hess common stock subject to such Hess option immediately prior to the effective time of the merger by (ii) the exchange ratio. The exercise price applicable to any such Chevron option at and after the effective time of the merger will be an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price applicable to such Hess option immediately prior to the effective time of the merger divided by (ii) the exchange ratio.

At the effective time of the merger, each award of restricted stock that corresponds to shares of Hess common stock (each, a “Hess RS award”), whether or not vested, will be converted into an award of restricted stock that corresponds to shares of Chevron common stock (each, a “Chevron RS award”), on the same terms and conditions as were applicable under such Hess RS award immediately prior to the effective time of the merger (including any provisions for acceleration) with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock underlying each such new Chevron RS award determined by multiplying (i) the number of shares of Hess common stock subject to such Hess RS award immediately prior to the effective time of the merger by (ii) the exchange ratio. In lieu of any fractional shares of Chevron common stock, the holder will become entitled to receive an amount in cash (without interest and rounded to the nearest cent) on the applicable vesting date based on the closing trading price of Chevron common stock as reported by Bloomberg, L.P. on such date. Any accrued but unpaid dividends or distributions, if any, with respect to any Hess RS award will carry over to a Chevron RS award and be paid in accordance with the terms and conditions as were applicable to such Hess RS award.

 

9


Table of Contents

At the effective time of the merger, each award of performance share units that corresponds to shares of Hess common stock for which vesting is conditioned in full or in part based on achievement of performance goals or metrics (each, a “Hess PSU award”) will be treated as follows:

 

   

Each Hess PSU award granted prior to October 22, 2023 will be converted into the right to receive a cash payment (rounded to the nearest cent), on the same terms and conditions applicable under such award immediately prior to the effective time of the merger (other than any performance-based conditions), in an amount equal to the sum of the PSU cash amount (as defined below) and any dividend equivalent rights (assuming any applicable performance-based vesting conditions are achieved at the maximum level (which is 200% for Hess PSU awards granted prior to 2023 or 210% for Hess PSU awards granted in 2023 prior to October 22, 2023)) credited with respect to such award, without interest and less applicable withholding taxes.

 

     

With respect to any outstanding Hess PSU award granted prior to January 1, 2023, the PSU cash amount for such award will vest on the last day of the original performance cycle for such award, subject to the holder’s continued employment through such date (unless the service condition for such award lapsed prior to the closing, in which case there is no continued employment requirement and the PSU cash amount will be prorated as set forth in the applicable award agreement). Such PSU cash amount will be paid no later than March 15 of the year following the end of the original performance cycle.

 

     

With respect to any Hess PSU award granted in 2023 but prior to October 22, 2023, the PSU cash amount for such award will vest on the earlier of (i) the last day of the original performance cycle for such award and (ii) March 15 of the year following the year in which the effective time of the merger occurs, subject to the holder’s continued employment through the applicable vesting date (unless the service condition for such award lapsed prior to the closing, in which case there is no continued employment requirement and the applicable PSU cash amount will be prorated as set forth in the applicable award agreement). Such PSU cash amount will be paid no later than March 15 of the year following the year in which the effective time of the merger occurs.

 

     

The vesting and payment of such PSU cash amounts may be accelerated upon certain terminations of employment, as set forth in the applicable award agreement immediately prior to the effective time of the merger.

 

     

The “PSU cash amount” in respect of any Hess PSU award granted prior to October 22, 2023 is equal to (i) the number of shares of Hess common stock earned with respect to such award, assuming that any performance-based vesting conditions are achieved at the maximum level (which is 200% for Hess PSU awards granted prior to 2023 or 210% for Hess PSU awards granted in 2023 prior to October 22, 2023), multiplied by (ii) the change of control price. The “change of control price” is equal to (i) the average closing trading price of Chevron common stock as reported by Bloomberg, L.P. for the twenty business days ending on and including the second to last business day prior to the effective time of the merger multiplied by (ii) the exchange ratio.

 

10


Table of Contents
   

Each Hess PSU award granted on or following October 22, 2023 will cease to represent a Hess PSU award and be converted into an award of restricted stock units corresponding to shares of Chevron common stock (each, a “Chevron RSU award”) on the same terms and conditions applicable to such Hess PSU award immediately prior to the effective time of the merger (other than any performance-based conditions). The number of shares of Chevron common stock subject to each Chevron RSU award will be determined by multiplying (i) the target number of shares of Hess common stock subject to such Hess PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

 

   

Any amounts relating to any dividend equivalent rights credited with respect to any Hess PSU award that are accrued or accumulated but unpaid as of the effective time of the merger will carry over and will be paid in accordance with the terms and conditions as were applicable to such Hess PSU award immediately prior to the effective time of the merger.

For additional information on certain other compensation-related matters covered in the merger agreement that affect Hess’ directors and executive officers, please see the section entitled “The Merger—Interests of Directors and Executive Officers of Hess in the Merger” beginning on page [ ].

Q: What happens if I sell my shares of Hess common stock after the Hess record date but before the special meeting?

The Hess record date (the close of business on [  ], 2024) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Hess common stock after the Hess record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration in respect of such transferred shares to be received by Hess stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [ ]. You also should read and carefully consider the risk factors of Chevron and Hess contained in the documents included as annexes to this proxy statement/prospectus and incorporated by reference herein.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of Hess common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of Hess common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Hess common stock are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

 

11


Table of Contents

Q: Who will tabulate and certify the vote?

Representatives of Broadridge Financial Solutions will tabulate the votes cast at the special meeting, and representatives of [ ] will act as the Independent Inspector of Election.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Hess intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for Hess, at:

MacKenzie Partners, Inc.

1407 Broadway

New York, New York 10018

Call (212) 929-5500 / Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

 

12


Table of Contents

SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all the information that may be important to you. Chevron and Hess urge you to read carefully this proxy statement/prospectus in its entirety, including the annexes and exhibits hereto. Additional important information, which Chevron and Hess also urge you to read, is contained in the documents included as annexes to, and incorporated by reference into, this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [ ]. Unless stated otherwise, all references in this proxy statement/prospectus to Chevron are to Chevron Corporation, all references to Hess are to Hess Corporation and all references to the merger agreement are to the Agreement and Plan of Merger, dated as of October 22, 2023, by and among Chevron Corporation, Yankee Merger Sub Inc. and Hess Corporation, a copy of which is attached as Annex A to this proxy statement/prospectus.

Information about the Companies

Chevron

Chevron Corporation is a global energy company with substantial business activities in the following countries: Angola, Argentina, Australia, Bangladesh, Brazil, Canada, China, Colombia, Egypt, Equatorial Guinea, Israel, Kazakhstan, Mexico, Nigeria, the Partitioned Zone between Saudi Arabia and Kuwait, the Philippines, Republic of Congo, Singapore, South Korea, Thailand, the United Kingdom, the United States, and Venezuela.

Chevron manages its investments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations. Upstream operations consist primarily of exploring for, developing, producing and transporting crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; and a gas-to-liquids plant. Downstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil, refined products, and lubricants; manufacturing and marketing of renewable fuels; transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity petrochemicals, plastics for industrial uses and fuel and lubricant additives.

Chevron is incorporated in Delaware. Its principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000. Chevron’s website address is www.chevron.com. Information contained on Chevron’s website does not constitute part of this proxy statement/prospectus. Chevron’s common stock is publicly traded on the NYSE, under the ticker symbol “CVX.”

Additional information about Chevron and its business and operations is included in Annexes D through F to this proxy statement/prospectus, which are incorporated by reference herein. Chevron’s consolidated balance sheet as of December 31, 2023 and 2022 and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period

 

13


Table of Contents

ended December 31, 2023 are contained in Chevron’s Annual Report for the year ended December 31, 2023, previously filed with the SEC on February 26, 2024, which is attached as Annex D to this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [ ].  

Hess

Hess Corporation is a global independent energy company engaged in exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids, and natural gas with production operations located in the U.S., Guyana, the Malaysia/Thailand Joint Development Area and Malaysia. Hess conducts exploration activities primarily offshore Guyana, in the U.S. Gulf of Mexico, and offshore Suriname Hess’ Midstream operating segment, which is comprised of Hess Corporation’s approximate 38% consolidated ownership interest in Hess Midstream LP at December 31, 2023, provides fee-based services, including gathering, compressing and processing natural gas and fractionating natural gas liquid (“NGL”); gathering, terminaling, loading and transporting crude oil and NGL; storing and terminaling propane; and water handling services primarily in the Bakken shale play in the Williston Basin area of North Dakota.

Hess is incorporated in Delaware. Its principal executive offices are located at 1185 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 997-8500. Hess’ website address is www.hess.com. Information contained on Hess’ website does not constitute part of this proxy statement/prospectus. Hess’ common stock is publicly traded on the NYSE, under the ticker symbol “HES.” Additional information about Hess is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [ ].

Merger Subsidiary

Merger Subsidiary, a direct, wholly-owned subsidiary of Chevron, is a Delaware corporation incorporated on October 16, 2023 for the purpose of effecting the merger. Merger Subsidiary has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger. The principal executive offices of Merger Subsidiary are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324.

The Merger

On October 22, 2023, Chevron, Hess and Merger Subsidiary entered into the merger agreement, which provides that, upon the terms and subject to the conditions set forth therein and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), Merger Subsidiary will merge with and into Hess, with Hess continuing as the surviving corporation and a direct, wholly-owned subsidiary of Chevron.

Merger Consideration

In the merger, each share of Hess common stock that is issued and outstanding immediately prior to the effective time of the merger (other than cancelled shares) will be converted into the right to receive the merger consideration, consisting of 1.025 validly issued, fully paid and non-assessable

 

14


Table of Contents

shares of Chevron common stock. The exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either company prior to the closing of the merger. The exchange ratio will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Chevron or Hess with a record date between the date of the merger agreement and the completion of the merger. No fractional shares of Chevron common stock will be issued in connection with the merger. Each holder of Hess common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock immediately prior to the effective time of the merger will have the right to receive an amount in cash (without interest and rounded to the nearest cent) in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Chevron common stock equal to the excess of (i) the aggregate number of shares of Chevron common stock to be delivered to the exchange agent by Chevron pursuant to the terms of the merger agreement over (ii) the aggregate number of whole shares of Chevron common stock to be distributed to the holders of certificates or book-entry shares previously representing any such shares of Hess common stock pursuant to the merger agreement.

Chevron stockholders will continue to own their existing shares of Chevron common stock, the form of which will not be changed by the transaction.

Treatment of Hess Equity Awards

At the effective time of the merger, each outstanding Hess option, whether or not vested, will be converted into a Chevron option on the same terms and conditions as were applicable under such Hess option immediately prior to the effective time of the merger (including any provisions for acceleration) with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock underlying each such new Chevron option determined by multiplying (i) the number of shares of Hess common stock subject to such Hess option immediately prior to the effective time of the merger by (ii) the exchange ratio. The exercise price applicable to any such Chevron option at and after the effective time of the merger will be an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price applicable to such Hess option immediately prior to the effective time of the merger divided by (ii) the exchange ratio.

At the effective time of the merger, each Hess RS award, whether or not vested, will be converted into a Chevron RS award, on the same terms and conditions as were applicable under such Hess RS award immediately prior to the effective time of the merger (including any provisions for acceleration) with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock underlying each such new Chevron RS award determined by multiplying (i) the number of shares of Hess common stock subject to such Hess RS award immediately prior to the effective time of the merger by (ii) the exchange ratio. In lieu of any fractional shares of Chevron common stock, the holder will become entitled to receive an amount in cash (without interest and rounded to the nearest cent) on the applicable vesting date based on the closing trading price of Chevron common stock as reported by Bloomberg, L.P. on such date. Any accrued but unpaid dividends or distributions, if any, with respect to any Hess RS award will carry over to a Chevron RS award and be paid in accordance with the terms and conditions as were applicable to such Hess RS award.

 

15


Table of Contents

At the effective time of the merger, each Hess PSU award will be treated as follows:

 

   

Each Hess PSU award granted prior to October 22, 2023 will be converted into the right to receive an amount in cash (without interest and rounded to the nearest cent), on the same terms and conditions applicable under such award immediately prior to the effective time of the merger (other than any performance-based conditions), in an amount equal to the sum of the PSU cash amount (as defined below) and any dividend equivalent rights (assuming any applicable performance-based vesting conditions are achieved at the maximum level (which is 200% for Hess PSU awards granted prior to 2023 or 210% for Hess PSU awards granted in 2023 prior to October 22, 2023)) credited with respect to such award, without interest and less applicable withholding taxes.

 

     

With respect to any outstanding Hess PSU award granted prior to January 1, 2023, the PSU cash amount for such award will vest on the last day of the original performance cycle for such award, subject to the holder’s continued employment through such date (unless the service condition for such award lapsed prior to the closing, in which case there is no continued employment requirement and the PSU cash amount will be prorated as set forth in the applicable award agreement). Such PSU cash amount will be paid no later than March 15 of the year following the end of the original performance cycle.

 

     

With respect to any Hess PSU award granted in 2023 but prior to October 22, 2023, the PSU cash amount for such award will vest on the earlier of (i) the last day of the original performance cycle for such award and (ii) March 15 of the year following the year in which the effective time of the merger occurs, subject to the holder’s continued employment through the applicable vesting date (unless the service condition for such award lapsed prior to the closing, in which case there is no continued employment requirement and the applicable PSU cash amount will be prorated as set forth in the applicable award agreement). Such PSU cash amount will be paid no later than March 15 of the year following the year in which the effective time of the merger occurs.

 

     

The vesting and payment of such PSU cash amounts may be accelerated upon certain terminations of employment, as set forth in the applicable award agreement immediately prior to the effective time of the merger.

 

     

The “PSU cash amount” in respect of any Hess PSU award granted prior to October 22, 2023 is equal to (i) the number of shares of Hess common stock earned with respect to such award, assuming that any performance-based vesting conditions are achieved at the maximum level (which is 200% for Hess PSU awards granted prior to 2023 or 210% for Hess PSU awards granted in 2023 prior to October 22, 2023) multiplied by (ii) the change of control price. The “change of control price” is equal to (i) the average closing trading price of Chevron common stock as reported by Bloomberg, L.P. for the twenty business days ending on and including the second to last business day prior to the effective time of the merger multiplied by (ii) the exchange ratio.

 

16


Table of Contents
   

Each Hess PSU award granted on or following October 22, 2023 will cease to represent a Hess PSU award and be converted into a Chevron RSU award on the same terms and conditions applicable to such Hess PSU award immediately prior to the effective time of the merger (other than any performance-based conditions). The number of shares of Chevron common stock subject to each Chevron RSU award will be determined by multiplying (i) the target number of shares of Hess common stock subject to such Hess PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

 

   

Any amounts relating to any dividend equivalent rights credited with respect to any Hess PSU award that are accrued or accumulated but unpaid as of the effective time of the merger will carry over and will be paid in accordance with the terms and conditions as were applicable to such Hess PSU award immediately prior to the effective time of the merger.

For a more complete discussion of the treatment of Hess options, Hess RS awards and/or Hess PSU awards, see “The Merger Agreement—Merger Consideration—Treatment of Hess Equity Awards” beginning on page [ ].

Recommendations of the Hess Board

The Hess Board unanimously recommends that you vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal. For the factors considered by the Hess Board in reaching this decision and additional information on the recommendation of the Hess Board, see the section entitled “The Merger—Hess Board’s Recommendation and Its Reasons for the Merger” beginning on page [ ].

Opinion of Hess’ Financial Advisor

Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered its oral opinion, subsequently confirmed in writing, to the Hess Board that, as of October 22, 2023 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Chevron and its affiliates) of Hess common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated October 22, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. The summary of Goldman Sachs’ opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Hess Board in connection with its consideration of the merger and such opinion does not constitute a recommendation as to how any holder of Hess common stock should vote with respect to the merger or any other matter. Pursuant to an engagement letter between Hess and Goldman Sachs, Hess has agreed to pay Goldman Sachs a transaction fee of $80 million, $4 million of which became payable upon the announcement of the merger, and the remainder of which is contingent upon consummation of the merger.

For more information, see “The Merger—Opinion of Hess’ Financial Advisor” beginning on page [ ] and the full text of the written opinion of Goldman Sachs attached as Annex C to this proxy statement/prospectus.

 

17


Table of Contents

Interests of Directors and Executive Officers of Hess in the Merger

In considering the recommendation of the Hess Board with respect to the merger, Hess stockholders should be aware that the directors and executive officers of Hess may have certain interests in the merger that are different from, or in addition to, the interests of Hess stockholders generally. The Hess Board was aware of these interests and considered them, among other matters, in making its recommendation that Hess stockholders vote to approve the merger proposal, the merger-related compensation proposal and the adjournment proposal. These interests include, among others, the following:

 

   

Each of Hess’ executive officers holds outstanding Hess stock options, RS awards and PSU awards that will be converted into Chevron equity awards or restricted cash awards, in the case of PSU awards assuming the performance-based vesting conditions are achieved at the maximum level. All such converted Chevron equity awards and restricted cash awards will remain subject to “double-trigger” vesting upon a termination without cause or for good reason following the effective time of the merger. The Hess non-employee directors do not hold any Hess equity awards;

 

   

Hess’ executive officers are party to change-in-control agreements that provide for severance payments and benefits in connection with a termination of employment without cause or for good reason following the effective time of the merger;

 

   

Pursuant to the merger agreement, Mr. Hess will be appointed as a member of the Chevron Board as of the effective time of the merger; and

 

   

Hess’ directors and executive officers are entitled to continued indemnification and directors’ and officers’ liability insurance and fiduciary liability insurance coverage under the merger agreement.

For more information, see “The Merger—Background of the Merger” beginning on page [ ] and “The Merger—Hess Board’s Recommendations and Its Reasons for the Merger” beginning on page [ ]. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “The Merger—Interests of Directors and Executive Officers of Hess in the Merger” beginning on page [ ].

Material U.S. Federal Income Tax Consequences of the Merger

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Chevron and Hess intend to report the merger consistent with such qualification. It is a condition to Hess’ obligation to complete the merger that Hess receive an opinion from outside counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Provided the merger so qualifies, a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences”) of Hess common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Hess common stock for Chevron common stock (except for any gain or loss, if any, recognized with respect to any cash received in lieu of a fractional share of Chevron common stock).

 

18


Table of Contents

An opinion of counsel represents such counsel’s judgment and is not binding on the IRS or any court and the IRS or a court may disagree with the conclusion in the opinion of counsel. Chevron and Hess have not sought, and will not seek, any ruling from the IRS regarding any matters relating to the transactions, and as a result, there can be no assurance that the IRS would not assert that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

All holders of Hess common stock should consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to them. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page [ ] for additional information.

Board of Directors of Chevron Following the Merger

Upon the effective time of the merger, the Chevron Board will expand from its current size of twelve members to thirteen members. All twelve members of the Chevron Board as of immediately prior to the effective time of the merger will remain on the Chevron Board following completion of the merger, and John B. Hess will be appointed to the Chevron Board at the effective time of the merger.

Accounting Treatment of the Merger

The merger will be accounted for as an acquisition of Hess by Chevron under the acquisition method of accounting in accordance with accounting principles generally accepted in the U.S. (“GAAP”). For additional information, see “The Merger—Accounting Treatment of the Merger” beginning on page [ ].

No Appraisal Rights

Hess stockholders are not entitled to appraisal rights in connection with the merger. For additional information, see “The Merger—No Appraisal Rights” beginning on page [ ].

Regulatory Approvals Required for the Merger

The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), which provide that certain transactions may not be completed until notification and report forms are furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) and the HSR Act waiting period is terminated or expires. On November 3, 2023, Chevron and Hess filed their respective requisite notifications and report forms under the HSR Act. The HSR waiting period commenced on November 7, 2023. On December 7, 2023, Chevron and Hess each received a request for additional information and documentary materials (a “second request”) from the FTC in connection with the FTC’s review of the merger. Chevron and Hess are in the process of responding to the FTC’s second request. Issuance of the second request extends the HSR waiting period until 30 days after Chevron and Hess have substantially complied with the second request, unless that period is terminated earlier by the FTC or Chevron and Hess agree to extend the FTC’s time to review the merger. Additionally, if any Guyanese governmental body, agency or authority of competent jurisdiction asserts that its approval is required as a result of the consequences of the merger in Guyana on Hess’ assets in Guyana

 

19


Table of Contents

(which has not occurred as of the date of this proxy statement/prospectus), approval of such governmental body, agency or authority will become a condition to each party’s obligation to complete the merger. As of the date of this proxy statement/prospectus, the parties do not anticipate that any such approval will be required from any Guyanese governmental body, agency or authority.

Conditions to Completion of the Merger

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after the merger agreement has been adopted by the Hess stockholders. The parties currently expect to complete the transaction in the middle of 2024. However, it is possible that factors outside of each party’s control could require them to complete the transaction at a later time or not to complete it at all.

In addition to the approval of the merger proposal by Hess stockholders and the expiration or termination of any applicable waiting period under the HSR Act related to the merger and, if applicable, the approval of any Guyanese governmental body, agency or authority that asserts its approval is required in connection with the transaction, each party’s obligation to complete the merger is also subject to the satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of other conditions, including: (i) the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part (and the absence of any stop order by the SEC); (ii) approval for the listing on the NYSE of the Chevron common stock to be issued in the merger (subject to official notice of issuance); (iii) the absence of any provision of any applicable law or regulation, and of any judgment, injunction, order or decree, that prohibits or enjoins the completion of the merger; (iv) the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement); (v) the performance by the other party of its respective obligations under the merger agreement in all material respects; (vi) delivery of an officer’s certificate by the other party certifying satisfaction of the two preceding conditions; and (vii) the receipt by Hess of a written opinion of Wachtell, Lipton, Rosen & Katz (or of such other tax counsel of nationally recognized standing as Chevron and Hess may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed), it being mutually agreed that Paul, Weiss, Rifkind, Wharton & Garrison LLP is such acceptable tax counsel) to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Neither Chevron nor Hess can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [ ].

Treatment of Existing Debt

In connection with the merger, Chevron expects to terminate Hess’ $3.25 billion revolving credit facility, under which no borrowings were outstanding as of December 31, 2023. Chevron currently expects that Hess’ (i) 7.875% Notes due 2029, (ii) 7.30% Notes due 2031, (iii) 7.125% Notes due 2033, (iv) 6.00% Notes due 2040, (v) 5.60% Notes due 2041, (vi) 3.50% Notes due 2024, (vii) 4.30% Notes due 2027, and (viii) 5.80% Notes due 2047 will remain outstanding after the merger. Chevron also expects for Hess’ existing lease obligations to remain outstanding following the merger.

 

20


Table of Contents

For more information regarding the treatment of existing debt, see “The Merger—Treatment of Existing Debt” beginning on page [ ].

No Solicitation

In the merger agreement, Hess has agreed that it and its subsidiaries will not, and that it will direct and use its reasonable best efforts to cause its and its subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly:

 

   

take any action to solicit, initiate or knowingly encourage or knowingly facilitate the making of any acquisition proposal involving Hess or any inquiry with respect to an acquisition proposal;

 

   

engage in discussions or negotiations with any person with respect to an acquisition proposal (except to notify them of the existence of the applicable non-solicitation provisions of the merger agreement);

 

   

disclose any nonpublic information or afford access to properties, books or records to any person that has made, or to Hess’ knowledge is considering making, an acquisition proposal;

 

   

approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an acquisition proposal; or

 

   

propose publicly or agree to do any of the foregoing relating to an acquisition proposal.

Subject to the exceptions contained in the merger agreement, Hess has also agreed that Hess and its subsidiaries will not (i) make, facilitate or provide information in connection with any SEC or other regulatory filings in connection with the transactions contemplated by any acquisition proposal or (ii) seek any third-party consents in connection with any transactions contemplated by any acquisition proposal.

The merger agreement includes customary exceptions such that, prior to obtaining the Hess stockholder approval, Hess may furnish information and access, and may engage in discussions and negotiations regarding an acquisition proposal, if (i) the Hess Board concludes in good faith, after (x) receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such acquisition proposal constitutes or could reasonably be expected to result in a superior proposal and (y) that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to Hess stockholders under applicable law and (ii) Hess receives from the person making such an acquisition proposal an executed confidentiality agreement and complies with certain specified procedures. For a discussion of what constitutes an acquisition proposal or a superior proposal and the limitations on solicitation of acquisition proposals, see “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page [ ].

 

21


Table of Contents

Termination of the Merger Agreement; Termination Fees

Termination

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger:

 

   

By the mutual written consent of Chevron and Hess.

 

   

By either Chevron or Hess:

 

   

if the merger has not been completed by:

 

   

October 22, 2024 (which is referred to as the “end date”) (the merger agreement provided for an initial end date of April 18, 2024, but the parties have each waived the right to exercise any termination right available to it with respect to the initial April 18, 2024 end date); or

 

   

if the reason for not closing by October 22, 2024 is that the condition specified in the merger agreement regarding either (i) the expiration or termination of any applicable HSR Act waiting period relating to the merger has not been satisfied by that date or (ii) if applicable, the approval of any Guyanese governmental body, agency or authority required in connection with the transaction has not been satisfied by that date, and all other closing conditions of the parties have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is capable of being satisfied at the closing), or (to the extent permitted by law) waived, April 22, 2025 (in which case the “end date” will be extended to April 22, 2025);

 

   

if the reason for not closing by April 22, 2025 is that the condition specified in the merger agreement regarding either (i) the expiration or termination of any applicable HSR Act waiting period relating to the merger has not been satisfied by that date or (ii) if applicable, the approval of any Guyanese governmental body, agency or authority required in connection with the transaction has not been satisfied by that date, and all other closing conditions of the parties have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is capable of being satisfied at the closing), or (to the extent permitted by law) waived, October 22, 2025 (or such later date as the parties may mutually agree) (in which case the “end date” will be extended to October 22, 2025 (or such later date as the parties may mutually agree));

provided that neither Chevron nor Hess may terminate the merger agreement due to the occurrence of the end date if its failure to fulfill any obligati on under the merger agreement has principally caused or resulted in the failure to complete the merger on or before such end date. The parties have also agreed that in the event there is ongoing arbitration relating to the Stabroek ROFR at any time when the end date would otherwise occur, the end date will be automatically extended until the earlier of (x) the third business day following the determination of such arbitration and (y) October 22, 2025 (or such later date as the parties may mutually agree); or

 

22


Table of Contents
   

if the Hess stockholder approval has not been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or at any adjournment thereof; or

 

   

if there is any law or regulation that makes completion of the merger illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining Chevron or Hess from completing the merger is entered and such judgment, injunction, order or decree becomes final and non-appealable; provided that this right to terminate the merger agreement will not be available to any party whose failure to fulfill any obligation under the covenant to use reasonable best efforts has principally caused or resulted in the imposition of such legal restraint or the failure of such legal restraint to be resisted, resolved or lifted; or

 

   

if there has been a breach by the other party of any of its representations, warranties, covenants or agreements contained in the merger agreement, which breach results in the failure to satisfy certain conditions to the obligations of Chevron and Merger Subsidiary to complete the merger (in the case of a breach by Hess) or certain conditions to the obligations of Hess to complete the merger (in the case of a breach by Chevron), and such breach is incapable of being cured or, if capable of being cured, has not been cured within thirty days after written notice thereof to the party alleged to be in breach.

 

   

By Chevron:

 

   

prior to receipt of the Hess stockholder approval, if there has been a change in the Hess Board recommendation (as defined below under the heading “The Merger Agreement—Covenants and Agreements—Hess Board Recommendation”), whether or not permitted by the terms of the merger agreement (or the Hess Board or any committee thereof resolves to effect a change in the Hess Board recommendation).

 

   

By Hess:

 

   

at any time prior to receipt of the Hess stockholder approval in order to enter into a definitive written agreement providing for a superior proposal; provided that (i) Hess has received a superior proposal after the date of the merger agreement that did not result from a breach of certain provisions of the merger agreement, (ii) Hess has complied in all material respects with certain provisions of the merger agreement with respect to such superior proposal, (iii) concurrently with, and as a condition to, any such termination Hess pays or causes to be paid to Chevron (or its designee) the termination fee (as defined below) pursuant to the merger agreement and (iv) the Hess Board has authorized Hess to enter into, and Hess substantially concurrently enters into, a definitive written agreement providing for such superior proposal (it being agreed that Hess may enter into such definitive written agreement concurrently with any such termination).

 

23


Table of Contents

If the merger agreement is terminated as described above, the merger agreement will be void and have no effect, and there will be no liability or obligation on the part of any party, except that:

 

   

certain provisions contained in the merger agreement with respect to debt cooperation, effect of termination, the allocation of costs and expenses and the termination fee will survive the termination of the merger agreement;

 

   

the agreements contained in the confidentiality agreement between Chevron and Hess will survive the termination of the merger agreement; and

 

   

no termination will relieve any party of any liability or damages resulting from any material and intentional breach by that party of the merger agreement.

Termination Fees

The merger agreement further provides that Hess will pay or cause to be paid to Chevron a fee of $1,715,000,000 (the “termination fee”) in connection with a termination of the merger agreement under the following circumstances:

 

   

if Chevron terminates the merger agreement, prior to receipt of the Hess stockholder approval, due to a change in the Hess Board recommendation, then Hess will pay or cause to be paid the termination fee to Chevron not later than the date of termination of the merger agreement;

 

   

if (i) the merger agreement is terminated by Hess or Chevron due to the Hess stockholder approval not having been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or any adjournment thereof and (ii) after the date of the merger agreement but on or before the date of such termination an acquisition proposal has been made and become publicly known, whether or not withdrawn, prior to the Hess stockholder meeting, then Hess will pay or cause to be paid to Chevron the termination fee not later than the earlier of (i) the date an acquisition proposal (defined for this purpose with all references to 20% in the definition of acquisition proposal (found on page [ ]) being replaced with “50%”) is completed and (ii) a definitive agreement is entered into by Hess providing for any such acquisition proposal, as long as, in either case, such acquisition proposal is completed or such definitive agreement is executed within twelve months after the date of termination of the merger agreement;

 

   

if (i) the merger agreement is terminated by Hess or Chevron due to the failure to complete the merger by the end date and the Hess stockholder approval has not theretofore been obtained and (ii) after the date of the merger agreement but on or before the date of such termination an acquisition proposal has been made and become publicly known, whether or not withdrawn, prior to the date of such termination, then Hess will pay or cause to be paid to Chevron the termination fee not later than the earlier of: (i) the date an acquisition proposal (defined for this purpose with all references to 20% in the definition of acquisition proposal (found on page [ ]) being replaced with “50%”) is completed and (ii) a definitive agreement is entered into by Hess providing for any such acquisition proposal, as long as, in either case, such acquisition proposal is completed or such definitive agreement is executed within twelve months after the date of termination of the merger agreement;

 

24


Table of Contents
   

if (i) the merger agreement is terminated by Chevron due to a breach by Hess of any of its representations, warranties, covenants or agreements contained in the merger agreement, which breach resulted in the failure to satisfy one or more of certain conditions to the obligations of Chevron and Merger Subsidiary to complete the merger, and the Hess stockholder approval has not theretofore been obtained and (ii) after the date of the merger agreement but on or before the date of such termination an acquisition proposal has been made and become publicly known, whether or not withdrawn, prior to the date of such termination, then Hess will pay or cause to be paid to Chevron the termination fee not later than the earlier of: (i) the date an acquisition proposal (defined for this purpose with all references to 20% in the definition of acquisition proposal being (found on page [ ]) replaced with “50%”) is completed and (ii) a definitive agreement is entered into by Hess providing for any acquisition proposal, as long as, in either case, any such acquisition proposal is completed or such definitive agreement is executed within twelve months after the date of termination of the merger agreement; or

 

   

if the merger agreement is terminated by Hess due to its entry into a definitive agreement with respect to a superior proposal, then Hess will pay or cause to be paid to Chevron the termination fee not later than the date of termination of the merger agreement.

For a more detailed discussion of each party’s termination rights and the related termination fee obligations, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page [ ].

Voting Agreement

On October 22, 2023, concurrently with the execution and delivery of the merger agreement, Chevron, Hess and John B. Hess entered into a Voting and Support Agreement (the “voting agreement”), pursuant to which and on the terms and subject to the conditions thereof, among other things, Mr. Hess has agreed to vote (or cause to be voted) all of the Hess common stock which he is the sole or shared record and/or beneficial owner (the “covered shares”): (i) in favor of the adoption of the merger agreement; (ii) in favor of the approval of any proposal to adjourn the special meeting to a later date if there are not sufficient affirmative votes to obtain the adoption of the merger agreement by Hess stockholders; and (iii) against any acquisition proposal or proposal made in opposition to or in competition with, or that would reasonably be expected to prevent, materially delay or materially impede the consummation of the merger or any other transactions contemplated by the merger agreement by April 18, 2024. As of the Hess record date, Mr. Hess beneficially owned approximately [ ]% of the outstanding shares of Hess common stock.

The voting agreement also imposes certain restrictions on the transfer of such covered shares without the prior written consent of Chevron, subject to certain limited exceptions.

The voting agreement will terminate on the earliest to occur of (i) the time that the merger agreement is adopted by Hess stockholders, (ii) such date and time as the merger agreement is terminated, (iii) the effective time of the merger and (iv) any change in the Hess Board recommendation (the “expiration time”).

For a more detailed discussion of the voting agreement, see “The Voting Agreement” beginning on page [ ].

 

25


Table of Contents

Special Meeting

Date, Time, Place and Purpose of the Special Meeting

The special meeting will be held virtually at [ ], on [    ], 2024 at [ ] a.m., Eastern Time. The purpose of the special meeting is to consider and vote on the merger proposal and other related proposals. Adoption and approval of the merger proposal by Hess stockholders is a condition to the obligation of Hess and Chevron to complete the merger.

Record Date and Outstanding Shares of Hess Common Stock

Only stockholders of record of issued and outstanding shares of Hess common stock as of the close of business on [    ], 2024 (which we refer to as the “Hess record date”) are entitled to notice of, and to vote at, the special meeting or any subsequent reconvening of the special meeting following any adjournments and postponements of the special meeting.

As of the close of business on the Hess record date, there were [ ] shares of Hess common stock issued and outstanding and entitled to vote at the special meeting. You may cast one vote for each share of Hess common stock that you held as of the close of business on the Hess record date.

A complete list of Hess stockholders of record entitled to vote at the special meeting will be available for inspection at Hess’ principal office at 1185 Avenue of the Americas, New York, New York 10036 during regular business hours for a period of no less than 10 days before the special meeting. If you would like to inspect the list of Hess stockholders of record, please call the Investor Relations department at [ ] to schedule an appointment or request access. A certified list of eligible Hess stockholders will be available for inspection during the special meeting at [ ] by entering the control number provided on your proxy card or voting instruction form.

Quorum; Abstentions and Broker Non-Votes

A quorum of Hess stockholders is necessary for Hess to hold a valid meeting. The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Hess common stock entitled to vote at the special meeting constitutes a quorum.

If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to “abstain” in respect of the proposal, your shares of Hess common stock will be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting. Broker non-votes will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

Executed but unvoted proxies will be voted in accordance with the recommendation of the Hess Board.

Required Vote to Adopt and Approve the Merger Proposal

Adoption and approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon and approval of the merger-related compensation proposal and the adjournment proposal require the affirmative vote of

 

26


Table of Contents

holders of a majority of the outstanding shares of Hess common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Abstentions will have the same effect as votes “AGAINST” each proposal. Broker non-votes and failures to vote will have the same effect as votes “AGAINST” the merger proposal but will not have any effect on the outcome of the vote on the merger-related compensation proposal and the adjournment proposal.

The merger proposal, merger-related compensation proposal, and the adjournment proposal are described in the section entitled “Hess Proposals” beginning on page [ ].

Voting by Hess Directors and Executive Officers

As of the Hess record date, Hess directors and executive officers, and their affiliates, as a group, owned and were entitled to vote [ ] shares of Hess common stock, or approximately [ ]% of the total outstanding shares of Hess common stock as of the Hess record date.

Hess currently expects that all of its directors and executive officers will vote their shares “FOR” the merger proposal, merger-related compensation proposal and adjournment proposal.

Additionally, John B. Hess has agreed, on the terms and subject to the conditions in the voting agreement, to vote (or cause to be voted) all of the covered shares in favor of the adoption of the merger proposal. For a more detailed discussion of the voting agreement, see “The Voting Agreement” beginning on page [  ].

Adjournment

If a quorum is not present or if there are not sufficient votes for the approval of the merger proposal, the special meeting may be adjourned if the adjournment proposal is approved. At any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Comparative Market Price Data

The following table sets forth the closing sales prices per share of Chevron and Hess, respectively, on the NYSE on October 20, 2023, the last trading day prior to the public announcement of the merger, and on [ ], 2024, the last practicable trading day prior to the mailing of this proxy statement/prospectus. The table also shows the estimated implied value of the merger consideration proposed for each share of Hess common stock as of the same two dates. The implied value for the merger consideration was calculated by multiplying the closing sales price of a share of Chevron common stock on the relevant date by the exchange ratio of 1.025 shares of Chevron common stock for each share of Hess common stock.

 

27


Table of Contents

The value of the merger consideration to be received in exchange for each share of Hess common stock will fluctuate with the market value of Hess common stock until the transaction is complete.

 

      

Chevron
Common
Stock


 
    

Hess

Common

Stock

 

 

 

    


Implied Per
Share Value of
Merger
Consideration



 

October 20, 2023

   $   166.83      $   163.02      $   171.00  

   , 2024

   $        $        $    

Risk Factors

You should consider all the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page [ ].

 

28


Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements with respect to the merger between Chevron and Hess, including any statements regarding the expected timetable for completing the merger, the ability to complete the merger, the expected benefits of the merger (including, but not limited to, anticipated accretion to cash flow per share) and projected operational and capital synergies, projected financial information, future opportunities, and any other statements regarding Chevron’s and Hess’ future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words such as “expects,” “focus,” “intends,” “anticipates,” “plans,” “targets,” “poised,” “advances,” “drives,” “aims,” “forecasts,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “progress,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “commits,” “on track,” “objectives,” “goals,” “projects,” “strategies,” “opportunities,” “potential,” “ambitions,” “aspires” and similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the potential transaction, including the expected time period to consummate the potential transaction, and the anticipated benefits (including synergies) of the potential transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Chevron and Hess, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to:

 

   

the risk that Hess stockholders may not approve the merger agreement;

 

   

the uncertainty of the value of the merger consideration due to the fixed exchange ratio and potential fluctuation in the market price of Chevron common stock;

 

   

the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by Chevron and Hess;

 

   

potential delays in consummating the potential transaction, including as a result of regulatory proceedings and the request for additional information and documentary material from the Federal Trade Commission;

 

   

the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement, including risks that such ongoing arbitration is not satisfactorily resolved and the Merger fails to be consummated;

 

   

Chevron’s ability to integrate Hess’ operations in a successful manner and in the expected time period;

 

   

the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period;

 

   

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including under circumstances that might require Hess to pay or cause to be paid a termination fee of $1,715,000,000 to Chevron;

 

29


Table of Contents
   

the risk that a condition to closing the merger may not be satisfied in a timely manner or at all;

 

   

risks that the anticipated tax treatment of the potential transaction is not obtained;

 

   

unforeseen or unknown liabilities;

 

   

customer, shareholder, regulatory and other stakeholder approvals and support;

 

   

unexpected future capital expenditures; potential litigation relating to the potential transaction that could be instituted against Chevron and Hess or their respective directors;

 

   

the possibility that the potential transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

 

   

the effect of the announcement, pendency or completion of the potential transaction on the parties’ business relationships and business generally;

 

   

risks that the potential transaction disrupts current plans and operations of Chevron or Hess and potential difficulties in Hess employee retention as a result of the potential transaction, as well as the risk of disruption of Chevron’s or Hess’ management and business disruption during the pendency of, or following, the potential transaction;

 

   

changes to Chevron’s capital allocation strategies;

 

   

uncertainties as to whether the potential transaction will be consummated on the anticipated timing or at all, or if consummated, will achieve its anticipated economic benefits, including as a result of risks associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the potential transaction that are not waived or otherwise satisfactorily resolved;

 

   

changes in commodity prices;

 

   

negative effects of the announcement of Chevron’s proposal to acquire Hess and the pendency or completion of the proposed acquisition on the market price of Chevron’s or Hess’ common stock and/or operating results and their respective ability to maintain relationships with suppliers and customers;

 

   

changing crude oil and natural gas prices and demand for Chevron’s and Hess’ products, and production curtailments due to market conditions;

 

   

crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries;

 

   

the inability or failure of Chevron’s 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;

 

   

the competitiveness of alternate-energy sources or product substitutes;

 

30


Table of Contents
   

development of large carbon capture and offset markets;

 

   

Chevron’s future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions;

 

   

the potential for gains and losses from asset dispositions or impairments;

 

   

general domestic and international economic and political conditions, including the military conflict between Russia and Ukraine, the war between Israel and Hamas, and the global response to such conflicts;

 

   

rating agency actions and Chevron’s and Hess’ ability to access short- and long-term debt markets on a timely and affordable basis;

 

   

various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes;

 

   

labor disputes;

 

   

changes in labor costs and labor difficulties;

 

   

the effects of industry, market, economic, political or regulatory conditions outside of Chevron’s or Hess’ control; legislative, regulatory and economic developments targeting public companies in the oil and gas industry; and

 

   

the risks described in Part I, Item 1A “Risk Factors” of (i) Chevron’s Annual Report on Form 10-K for the year ended December 31, 2023 and (ii) Hess’ Annual Report on Form 10-K for the year ended December 31, 2023, and, in each case, in subsequent filings with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this proxy statement/prospectus in the section entitled “Risk Factors” beginning on page [ ] and the annexes to this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [ ] of this proxy statement/prospectus.

These forward-looking statements reflect Chevron’s and Hess’ current views with respect to future events and are based on numerous assumptions and assessments made by Chevron and Hess in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Chevron’s and Hess’ plans with respect to the merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this proxy statement/prospectus or, in the case of the information included as annexes to this proxy statement/prospectus or incorporated by reference herein, as of the date of such document. Neither Chevron nor Hess assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

 

31


Table of Contents

RISK FACTORS

In addition to the other information included in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, including, among others, the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” Hess stockholders should carefully consider the following risk factors before deciding whether to vote for the proposal to adopt the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of Hess and Chevron because these risks will relate to Chevron following the completion of the merger. Descriptions of some of these risks can be found in the respective Annual Reports of Chevron and Hess on Form 10-K for the fiscal year ended December 31, 2023 (which in the case of Chevron is included as Annex D to this proxy statement/prospectus), as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. You should also consider the other information in this proxy statement/prospectus (including the annexes hereto) and the other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [ ].

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on Hess.

The completion of the merger is subject to a number of conditions, including, among others, (i) the approval by Hess stockholders of the merger proposal and (ii) the expiration or termination of the waiting period under the HSR Act or approval of any Guyanese governmental body, agency or authority that asserts its approval is required in connection with the transaction, which make the completion and timing of the completion of the merger uncertain. With respect to the Stabroek ROFR (as defined in the section entitled “The Merger—Stabroek JOA”), if the arbitration does not result in a confirmation that the Stabroek ROFR is inapplicable to the merger, and if Chevron, Hess, Exxon and/or CNOOC do not otherwise agree upon an acceptable resolution, then there would be a failure of a closing condition under the merger agreement, in which case the merger would not close. Some of these conditions are not in Hess’ or Chevron’s control. For a more detailed discussion regarding conditions to the merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [ ].

Further, subject to any then ongoing arbitration relating to the Stabroek JOA, either Chevron or Hess may terminate the merger agreement if the merger has not been completed by October 22, 2024, (or April 22, 2025 or October 22, 2025, if the applicable end date is extended pursuant to the merger agreement) or by such later date as the parties may mutually agree. The merger agreement provided for an initial end date of April 18, 2024, but the parties have each waived the right to exercise any termination right available to it with respect to the initial April 18, 2024 end date. However, this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date.

 

32


Table of Contents

If the merger is not completed, Hess’ ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the merger, Chevron and Hess will be subject to a number of risks, including the following:

 

   

the market price of Chevron common stock and/or Hess common stock could decline to the extent that the current market price reflects a market assumption that the transaction will be completed;

 

   

Hess could owe a termination fee of $1,715,000,000 to Chevron under certain circumstances;

 

   

if the merger agreement is terminated and the Chevron Board or the Hess Board seeks another business combination, Chevron stockholders and Hess stockholders cannot be certain that Chevron or Hess will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement;

 

   

time and resources committed by Chevron’s and Hess’ respective management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;

 

   

Chevron and/or Hess may experience negative reactions from the financial markets or from their respective customers, suppliers, business partners or employees;

 

   

Chevron and Hess will be required to pay their respective costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed, except as described in “The Merger Agreement—Expenses” beginning on page [ ]; and

 

   

litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Chevron or Hess to perform their respective obligations pursuant to the merger agreement.

The materialization of any of these risks could adversely impact Chevron’s and Hess’ respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the Hess stockholders may be required to pay substantial U.S. federal income taxes.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Chevron and Hess intend to report the merger consistent with such qualification. It is a condition to Hess’ obligation to complete the merger that Hess receive an opinion from outside counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, an opinion of counsel represents such counsel’s judgment and is not binding on the IRS or any court and the IRS or a court may disagree with the conclusion in the opinion of counsel. Chevron and Hess have not sought, and will not seek, any ruling from the IRS regarding any matters

 

33


Table of Contents

relating to the transactions, and as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the treatment of the merger as a “reorganization” within the meaning of Section 368(a) of the Code. If the IRS or a court determines that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of Hess common stock generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Chevron common stock received in the merger, and such U.S. holder’s aggregate tax basis in the corresponding Hess common stock surrendered in the merger. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page [ ].

The merger agreement contains provisions that limit Hess’ ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Hess from making a favorable alternative transaction proposal and, in specified circumstances, could require Hess to pay a termination fee to Chevron.

The merger agreement contains certain provisions that restrict Hess’ ability to initiate, solicit, knowingly encourage or knowingly facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party acquisition proposal. Further, even if the Hess Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, Hess will still be required to submit each of its merger-related proposals to a vote at the special meeting. In addition, Chevron generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any third-party acquisition proposal before the Hess Board may withdraw or qualify its recommendation with respect to the merger-related proposal or otherwise terminate the merger agreement.

In some circumstances, upon termination of the merger agreement, Hess will be required to pay a termination fee of $1,715,000,000 to Chevron. See the sections titled “The Merger Agreement—Covenants and Agreements—Non-Solicitation” and “The Merger Agreement—Termination of the Merger Agreement” beginning on pages [ ] and [ ], respectively.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Hess or pursuing an alternative transaction from considering or proposing such a transaction, even if such third-party acquiror or merger partner were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay consideration with a lower per share cash or market value to the Hess stockholders than it might otherwise have proposed to pay absent such termination fee.

If the merger agreement is terminated and Hess determines to seek another business combination, Hess may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.

The merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Hess and/or Chevron following the transaction or that could delay, prevent or increase the costs associated with completion of the merger.

Before the merger may be completed, any waiting period (or extension thereof) under the provisions of the HSR Act must have expired or been terminated. In deciding whether to grant the

 

34


Table of Contents

required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations, the relevant governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of the business of Chevron following the transaction. Under the merger agreement, Chevron and Hess have agreed to use their respective reasonable best efforts to obtain as soon as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the merger. However, notwithstanding the foregoing, Chevron and its subsidiaries are not required to take (or to request or authorize Hess or any of its subsidiaries to undertake) any action if it would, or would reasonably be expected to, result in a substantial detriment. For this purpose, “substantial detriment” will mean any one of the following:

 

   

a change or effect which would, individually or in the aggregate (and after giving effect to any reasonably expected proceeds of any divestiture or sale of assets, if applicable), result in, or be reasonably likely to result in, a material adverse effect on the financial condition, business, assets or continuing results of operations of Hess and its subsidiaries, taken as a whole, at or after the effective time of the merger; provided that any requirement to divest or hold separate, or limit the operation of, any division, subsidiary, interest, business, product line, asset or property relating to the operations conducted by Chevron and its subsidiaries prior to the effective time of the merger will be deemed to constitute a substantial detriment if such action with respect to a comparable amount of assets or businesses of Hess and its subsidiaries (taken together with all other actions taken pursuant to the merger agreement) would be reasonably likely, in the aggregate, to have a material adverse effect on the financial condition, business, assets or continuing results of operations of Hess and its subsidiaries, taken as a whole; or

 

   

a requirement for Chevron or any of its subsidiaries (including at or after the completion of the merger, Hess and any of its subsidiaries) to provide prior notice to, or to obtain prior approval from any governmental agency, body, authority or entity, except that Chevron will if required by an applicable governmental agency, body, authority or entity, agree to any requirement to provide prior notice to, or to obtain prior approval from, any governmental agency, body, authority or entity to the extent such requirement is immaterial to Chevron.

In addition, if any Guyanese governmental body, agency or authority of competent jurisdiction asserts that its approval is required as a result of the consequences of the merger in Guyana on Hess’ assets in Guyana (which has not occurred as of the date of this proxy statement/prospectus), approval of such governmental body, agency or authority will become a condition to each party’s obligation to complete the merger. Other governmental agencies, bodies, authorities or entities may also impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit Chevron’s revenues following the completion of the merger. There can be no assurance that governmental agencies, bodies, authorities or entities will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger. At any time before or after consummation of the merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking the divestiture of substantial assets of Chevron or Hess

 

35


Table of Contents

or their respective subsidiaries. For a more detailed description of the regulatory review process, see the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page [ ].

The exchange ratio is fixed and will not be adjusted in the event of any change in either Chevron’s or Hess’ stock price.

Upon completion of the merger, each share of Hess common stock will be converted into the right to receive 1.025 validly issued, fully paid and non-assessable shares of Chevron common stock (other than cancelled shares). This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either Chevron common stock or Hess common stock between the date the merger agreement was signed and completion of the merger. Due to the fixed exchange ratio, fluctuations in the price of Chevron common stock will drive corresponding changes in the value of the merger consideration payable to each Hess stockholder. As a result, changes in the price of Chevron common stock prior to the completion of the merger will affect the market value that Hess stockholders will become entitled to receive on the date of the closing. Stock price changes may result from a variety of factors (many of which are beyond Chevron’s or Hess’ control), such as changes in Chevron’s or Hess’ respective business, operations and prospects; changing crude oil and natural gas prices, as well as crude oil production quotas; overall demand for crude oil and natural gas commodities; the continued effects of the COVID-19 pandemic and governmental and business responses to the pandemic; and changes in government rules and regulations in the countries in which each of Chevron and Hess operate.

The price of Chevron common stock has fluctuated during the period between the date the merger agreement was executed and the date of this proxy statement/prospectus, and may continue to change through the date of the special meeting and the date the merger is completed. For example, based on the range of closing prices of Chevron common stock during the period from October 20, 2023, the last full trading day before the public announcement of the merger, through [ ], 2024, the latest practicable trading date before the date of this proxy statement/prospectus, the exchange ratio represented the market value of the merger consideration ranging from a high of $[ ] to a low of $[ ] for each share of Hess common stock. The actual market value of the Chevron common stock received by holders of Hess common stock upon completion of the merger may be outside this range.

These variations could result from changes in the business, operations or prospects of Chevron or Hess prior to or following the completion of the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Chevron or Hess. At the time of the special meeting, Hess stockholders will not know with certainty the value of the shares of Chevron common stock that they will receive upon completion of the merger.

Members of the Hess Board and management have interests in the merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, Hess stockholders should recognize that members of management and the Hess Board have interests in the merger that differ from, or are in addition to, their interests as stockholders of Hess.

The executive officers of Hess have arrangements with Hess that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other

 

36


Table of Contents

payments or benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger. In addition, the executive officers and directors of Hess also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. The Hess Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the Hess stockholders vote “FOR” the merger proposal and “FOR” the merger-related compensation proposal.

These interests are further described in “The Merger—Interests of Directors and Executive Officers of Hess in the Merger” beginning on page [ ].

Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Chevron or Hess has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Chevron or Hess, as the case may be, as a result of the merger. Under the terms of the merger agreement, each of Chevron and Hess is subject to certain restrictions on the conduct of its respective business prior to completing the merger, which may restrict Chevron’s ability to acquire assets or Hess’ ability to execute certain of its business strategies, including, with respect to Hess, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each party’s respective businesses and operations prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business” beginning on page [ ].

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

The opinion of Hess’ financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

Hess has received an opinion from its financial advisor in connection with the signing of the merger agreement, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Chevron or Hess, general market and economic conditions and other factors that may be beyond the control of Chevron or Hess, and on which Hess’ financial advisor’s opinion was based, may significantly alter the value of Chevron or Hess or the prices of the shares of Chevron common stock or Hess common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Hess does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The Hess Board’s recommendation that Hess stockholders vote “FOR” approval of the merger proposal, “FOR” the non-binding merger-related compensation proposal and “FOR” the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that Hess received from its financial advisor, see the section entitled “The Merger—Opinion of Hess’ Financial Advisor” beginning on page [ ]. A copy of the

 

37


Table of Contents

opinion of Goldman Sachs, Hess’ financial advisor, is attached as Annex C to this proxy statement/prospectus.

Hess may be unable to attract or retain key employees during the pendency of the merger.

In connection with the pending merger, Hess’ current and prospective employees may experience uncertainty about their future roles with Chevron following the merger, which may materially adversely affect Hess’ ability to attract and retain key personnel during the pendency of the merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Chevron following the merger. Accordingly, no assurance can be given that Hess will be able to retain key employees to the same extent that Hess has been able to in the past.

Potential litigation against Chevron and Hess could result in substantial costs, an injunction preventing the completion of the merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Chevron’s and Hess’ respective liquidity and financial condition. See “The Merger—Litigation Relating to the Merger” beginning on page [ ] for a description of the lawsuit that has been filed in connection with the merger as of the date of this proxy statement/prospectus.

Stockholders of Hess may file lawsuits against Chevron, Hess and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to Hess and/or Chevron, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Hess is a party, which may have an adverse impact on Chevron’s business and results of operations after the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which Hess is a party. If Chevron and Hess are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Chevron and Hess are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Hess or Chevron following the transaction.

Hess stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of Hess common stock will not have rights to an appraisal of the fair value of their shares in connection with the merger. See “The Merger—No Appraisal Rights” beginning on page [ ] for additional information.

 

38


Table of Contents

The shares of Chevron common stock to be received by Hess stockholders upon completion of the merger will have different rights from shares of Hess common stock.

Upon completion of the merger, Hess stockholders will no longer be stockholders of Hess but will instead become stockholders of Chevron, and their rights as Chevron stockholders will be governed by the terms of Chevron’s certificate of incorporation, as amended (“Chevron’s certificate of incorporation”), and Chevron’s by-laws, as amended (“Chevron’s by-laws”). The terms of Chevron’s certificate of incorporation and Chevron’s by-laws are in some respects materially different than the terms of Hess’ certificate of incorporation, as amended (“Hess’ certificate of incorporation”), and Hess’ by-laws, which currently govern the rights of Hess stockholders. See “Comparison of Rights of Stockholders of Chevron and Hess” beginning on page [ ] for a discussion of the different rights associated with shares of Hess common stock and shares of Chevron common stock.

Hess stockholders will have a significantly reduced ownership and voting interest after the merger and will exercise less influence over the policies of Chevron following the transaction than they now have on the policies of Hess.

Chevron stockholders currently have the right to vote in the election of the Chevron Board and on other matters affecting Chevron. Hess stockholders currently have the right to vote in the election of the Hess Board and on other matters affecting Hess. Immediately after the merger is completed, it is expected that current Chevron stockholders will own approximately [ ]% of the shares of outstanding common stock of Chevron following the transaction, and current Hess stockholders will own approximately [ ]% of the common stock outstanding of Chevron following the transaction. As a result, current Hess stockholders will have significantly less influence on the policies of Chevron than they now have on the policies of Hess.

Risks Related to Chevron After Completion of the Merger

Chevron may not achieve the intended benefits and the merger may disrupt its current plans or operations.

There can be no assurance that Chevron will be able to successfully integrate Hess’ assets or otherwise realize the expected benefits of the potential transaction (including capital expenditures efficiencies and operational synergies). Difficulties in integrating Hess into Chevron may result in Chevron performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all, including run-rate cost synergies of approximately $1 billion before tax within a year of closing the merger, in which case the merger may not be accretive to Chevron’s cash flow per share in 2025. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

 

39


Table of Contents

The market price of Chevron common stock after the merger may be affected by factors different from those affecting the price of Chevron common stock or Hess common stock before the merger.

Upon completion of the merger, holders of Chevron common stock and Hess common stock will be holders of Chevron common stock. As the businesses of Chevron and Hess are different, the results of operations as well as the price of Chevron common stock may in the future be affected by factors different from those factors affecting Chevron and Hess as independent standalone companies. Chevron following the transaction will face additional risks and uncertainties that Chevron or Hess may currently not be exposed to as independent companies.

The market price of Chevron common stock may decline as a result of the merger.