|
|
|
|
|
6001 Bollinger Canyon Road
|
|||
Delaware
|
|
94-0890210
|
|
San Ramon,
|
California
|
94583-2324
|
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
(Address of principal executive offices)
(Zip Code)
|
|
|
|
NONE
|
|
|
|
(Former name, former address and former fiscal year, if changed since last report.)
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common stock, par value $.75 per share
|
|
CVX
|
|
New York Stock Exchange
|
Large accelerated filer
|
☑
|
|
Accelerated filer
|
☐
|
|||||
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|||||
|
|
|
Emerging growth company
|
☐
|
|
|
|
Page No.
|
|
||
FINANCIAL INFORMATION
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
OTHER INFORMATION
|
||
Item 5.
|
||
Item 1.
|
Consolidated Financial Statements
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
|
2019
|
|
||
|
(Millions of dollars, except per share amounts)
|
||||||
Revenues and Other Income
|
|
|
|
||||
Sales and other operating revenues
|
$
|
29,705
|
|
|
$
|
34,189
|
|
Income from equity affiliates
|
965
|
|
|
1,062
|
|
||
Other income (loss)
|
831
|
|
|
(51
|
)
|
||
Total Revenues and Other Income
|
31,501
|
|
|
35,200
|
|
||
Costs and Other Deductions
|
|
|
|
||||
Purchased crude oil and products
|
15,509
|
|
|
19,703
|
|
||
Operating expenses
|
5,291
|
|
|
4,886
|
|
||
Selling, general and administrative expenses
|
683
|
|
|
984
|
|
||
Exploration expenses
|
158
|
|
|
189
|
|
||
Depreciation, depletion and amortization
|
4,288
|
|
|
4,094
|
|
||
Taxes other than on income
|
1,167
|
|
|
1,061
|
|
||
Interest and debt expense
|
162
|
|
|
225
|
|
||
Other components of net periodic benefit costs
|
98
|
|
|
101
|
|
||
Total Costs and Other Deductions
|
27,356
|
|
|
31,243
|
|
||
Income Before Income Tax Expense
|
4,145
|
|
|
3,957
|
|
||
Income Tax Expense (Benefit)
|
564
|
|
|
1,315
|
|
||
Net Income (Loss)
|
3,581
|
|
|
2,642
|
|
||
Less: Net income (loss) attributable to noncontrolling interests
|
(18
|
)
|
|
(7
|
)
|
||
Net Income (Loss) Attributable to Chevron Corporation
|
$
|
3,599
|
|
|
$
|
2,649
|
|
Per Share of Common Stock
|
|
|
|
||||
Net Income (Loss) Attributable to Chevron Corporation
|
|
|
|
||||
- Basic
|
$
|
1.93
|
|
|
$
|
1.40
|
|
- Diluted
|
$
|
1.93
|
|
|
$
|
1.39
|
|
Weighted Average Number of Shares Outstanding (000s)
|
|
|
|
||||
- Basic
|
1,862,273
|
|
|
1,888,002
|
|
||
- Diluted
|
1,865,649
|
|
|
1,900,748
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Net Income (Loss)
|
$
|
3,581
|
|
|
$
|
2,642
|
|
Currency translation adjustment
|
(19
|
)
|
|
(4
|
)
|
||
Unrealized holding gain (loss) on securities
|
|
|
|
||||
Net gain (loss) arising during period
|
(3
|
)
|
|
(1
|
)
|
||
Defined benefit plans
|
|
|
|
||||
Actuarial gain (loss)
|
|
|
|
||||
Amortization to net income of net actuarial loss and settlements
|
166
|
|
|
125
|
|
||
Actuarial gain (loss) arising during period
|
—
|
|
|
(3
|
)
|
||
Prior service credits (cost)
|
|
|
|
||||
Amortization to net income of net prior service costs and curtailments
|
(3
|
)
|
|
(4
|
)
|
||
Prior service (costs) credits arising during period
|
—
|
|
|
—
|
|
||
Defined benefit plans sponsored by equity affiliates - benefit (cost)
|
2
|
|
|
2
|
|
||
Income (taxes) benefit on defined benefit plans
|
(37
|
)
|
|
(30
|
)
|
||
Total
|
128
|
|
|
90
|
|
||
Other Comprehensive Gain (Loss), Net of Tax
|
106
|
|
|
85
|
|
||
Comprehensive Income
|
3,687
|
|
|
2,727
|
|
||
Comprehensive loss (income) attributable to noncontrolling interests
|
18
|
|
|
7
|
|
||
Comprehensive Income (Loss) Attributable to Chevron Corporation
|
$
|
3,705
|
|
|
$
|
2,734
|
|
|
|
At March 31,
2020 |
|
At December 31,
2019 |
||||
|
|
(Millions of dollars)
|
||||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
8,492
|
|
|
$
|
5,686
|
|
Marketable securities
|
|
50
|
|
|
63
|
|
||
Accounts and notes receivable, net
|
|
10,167
|
|
|
13,325
|
|
||
Inventories:
|
|
|
|
|
||||
Crude oil and petroleum products
|
|
4,425
|
|
|
3,722
|
|
||
Chemicals
|
|
494
|
|
|
492
|
|
||
Materials, supplies and other
|
|
1,655
|
|
|
1,634
|
|
||
Total inventories
|
|
6,574
|
|
|
5,848
|
|
||
Prepaid expenses and other current assets
|
|
3,279
|
|
|
3,407
|
|
||
Total Current Assets
|
|
28,562
|
|
|
28,329
|
|
||
Long-term receivables, net
|
|
1,243
|
|
|
1,511
|
|
||
Investments and advances
|
|
39,693
|
|
|
38,688
|
|
||
Properties, plant and equipment, at cost
|
|
326,412
|
|
|
326,722
|
|
||
Less: Accumulated depreciation, depletion and amortization
|
|
177,192
|
|
|
176,228
|
|
||
Properties, plant and equipment, net
|
|
149,220
|
|
|
150,494
|
|
||
Deferred charges and other assets
|
|
10,516
|
|
|
10,532
|
|
||
Goodwill
|
|
4,454
|
|
|
4,463
|
|
||
Assets held for sale
|
|
2,989
|
|
|
3,411
|
|
||
Total Assets
|
|
$
|
236,677
|
|
|
$
|
237,428
|
|
Liabilities and Equity
|
|
|
|
|
||||
Short-term debt
|
|
$
|
8,688
|
|
|
$
|
3,282
|
|
Accounts payable
|
|
11,006
|
|
|
14,103
|
|
||
Accrued liabilities
|
|
6,263
|
|
|
6,589
|
|
||
Federal and other taxes on income
|
|
1,534
|
|
|
1,554
|
|
||
Other taxes payable
|
|
744
|
|
|
1,002
|
|
||
Total Current Liabilities
|
|
28,235
|
|
|
26,530
|
|
||
Long-term debt
|
|
23,663
|
|
|
23,691
|
|
||
Deferred credits and other noncurrent obligations
|
|
18,677
|
|
|
20,445
|
|
||
Noncurrent deferred income taxes
|
|
13,457
|
|
|
13,688
|
|
||
Noncurrent employee benefit plans
|
|
7,731
|
|
|
7,866
|
|
||
Total Liabilities*
|
|
$
|
91,763
|
|
|
$
|
92,220
|
|
Preferred stock (authorized 100,000,000 shares; $1.00 par value; none issued)
|
|
—
|
|
|
—
|
|
||
Common stock (authorized 6,000,000,000 shares, $0.75 par value; 2,442,676,580 shares issued at March 31, 2020 and December 31, 2019)
|
|
1,832
|
|
|
1,832
|
|
||
Capital in excess of par value
|
|
17,275
|
|
|
17,265
|
|
||
Retained earnings
|
|
176,113
|
|
|
174,945
|
|
||
Accumulated other comprehensive losses
|
|
(4,884
|
)
|
|
(4,990
|
)
|
||
Deferred compensation and benefit plan trust
|
|
(240
|
)
|
|
(240
|
)
|
||
Treasury stock, at cost (575,697,930 and 560,508,479 shares at March 31, 2020 and December 31, 2019, respectively)
|
|
(46,166
|
)
|
|
(44,599
|
)
|
||
Total Chevron Corporation Stockholders’ Equity
|
|
143,930
|
|
|
144,213
|
|
||
Noncontrolling interests
|
|
984
|
|
|
995
|
|
||
Total Equity
|
|
144,914
|
|
|
145,208
|
|
||
Total Liabilities and Equity
|
|
$
|
236,677
|
|
|
$
|
237,428
|
|
___________________________
|
|
|
|
|
||||
* Refer to Note 13, “Other Contingencies and Commitments” beginning on page 17.
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Operating Activities
|
|
|
|
||||
Net Income (Loss)
|
$
|
3,581
|
|
|
$
|
2,642
|
|
Adjustments
|
|
|
|
||||
Depreciation, depletion and amortization
|
4,288
|
|
|
4,094
|
|
||
Dry hole expense
|
50
|
|
|
86
|
|
||
Distributions less than income from equity affiliates
|
(639
|
)
|
|
(513
|
)
|
||
Net before-tax losses (gains) on asset retirements and sales
|
(226
|
)
|
|
80
|
|
||
Net foreign currency effects
|
(403
|
)
|
|
141
|
|
||
Deferred income tax provision
|
58
|
|
|
73
|
|
||
Net decrease (increase) in operating working capital
|
(1,096
|
)
|
|
(1,210
|
)
|
||
Decrease (increase) in long-term receivables
|
239
|
|
|
66
|
|
||
Net decrease (increase) in other deferred charges
|
(43
|
)
|
|
(62
|
)
|
||
Cash contributions to employee pension plans
|
(213
|
)
|
|
(326
|
)
|
||
Other
|
(874
|
)
|
|
(14
|
)
|
||
Net Cash Provided by Operating Activities
|
4,722
|
|
|
5,057
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(3,133
|
)
|
|
(2,953
|
)
|
||
Proceeds and deposits related to asset sales and returns of investment
|
374
|
|
|
294
|
|
||
Net maturities of (investments in) time deposits
|
—
|
|
|
950
|
|
||
Net sales (purchases) of marketable securities
|
—
|
|
|
2
|
|
||
Net repayment (borrowing) of loans by equity affiliates
|
(399
|
)
|
|
(321
|
)
|
||
Net Cash Used for Investing Activities
|
(3,158
|
)
|
|
(2,028
|
)
|
||
Financing Activities
|
|
|
|
||||
Net borrowings (repayments) of short-term obligations
|
8,167
|
|
|
936
|
|
||
Proceeds from issuances of long-term debt
|
—
|
|
|
—
|
|
||
Repayments of long-term debt and other financing obligations
|
(2,809
|
)
|
|
(2,506
|
)
|
||
Cash dividends - common stock
|
(2,402
|
)
|
|
(2,244
|
)
|
||
Distributions to noncontrolling interests
|
(5
|
)
|
|
(6
|
)
|
||
Net sales (purchases) of treasury shares
|
(1,573
|
)
|
|
(15
|
)
|
||
Net Cash Provided by (Used for) Financing Activities
|
1,378
|
|
|
(3,835
|
)
|
||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
|
(163
|
)
|
|
20
|
|
||
Net Change in Cash, Cash Equivalents and Restricted Cash
|
2,779
|
|
|
(786
|
)
|
||
Cash, Cash Equivalents and Restricted Cash at January 1
|
6,911
|
|
|
10,481
|
|
||
Cash, Cash Equivalents and Restricted Cash at March 31
|
$
|
9,690
|
|
|
$
|
9,695
|
|
|
|
|
|
(Millions of dollars)
|
|
|
Accumulated
|
Treasury
|
Chevron Corp.
|
Non-
|
|
||||||||||||||
|
Common
|
Retained
|
Other Comp.
|
Stock
|
Stockholders'
|
Controlling
|
Total
|
||||||||||||||
Three Months Ended March 31
|
Stock(1)
|
Earnings
|
Income (Loss)
|
(at cost)
|
Equity
|
Interests
|
Equity
|
||||||||||||||
Balance at December 31, 2018
|
$
|
18,704
|
|
$
|
180,987
|
|
$
|
(3,544
|
)
|
$
|
(41,593
|
)
|
$
|
154,554
|
|
$
|
1,088
|
|
$
|
155,642
|
|
Treasury stock transactions
|
34
|
|
—
|
|
—
|
|
—
|
|
34
|
|
—
|
|
34
|
|
|||||||
Net income (loss)
|
—
|
|
2,649
|
|
—
|
|
—
|
|
2,649
|
|
(7
|
)
|
2,642
|
|
|||||||
Cash dividends
|
—
|
|
(2,244
|
)
|
—
|
|
—
|
|
(2,244
|
)
|
(6
|
)
|
(2,250
|
)
|
|||||||
Stock dividends
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
85
|
|
—
|
|
85
|
|
—
|
|
85
|
|
|||||||
Purchases of treasury shares
|
—
|
|
—
|
|
—
|
|
(538
|
)
|
(538
|
)
|
—
|
|
(538
|
)
|
|||||||
Issuances of treasury shares
|
—
|
|
—
|
|
—
|
|
510
|
|
510
|
|
—
|
|
510
|
|
|||||||
Other changes, net
|
—
|
|
(4
|
)
|
—
|
|
—
|
|
(4
|
)
|
(2
|
)
|
(6
|
)
|
|||||||
Balance at March 31, 2019
|
$
|
18,738
|
|
$
|
181,387
|
|
$
|
(3,459
|
)
|
$
|
(41,621
|
)
|
$
|
155,045
|
|
$
|
1,073
|
|
$
|
156,118
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2019
|
$
|
18,857
|
|
$
|
174,945
|
|
$
|
(4,990
|
)
|
$
|
(44,599
|
)
|
$
|
144,213
|
|
$
|
995
|
|
$
|
145,208
|
|
Treasury stock transactions
|
10
|
|
—
|
|
—
|
|
—
|
|
10
|
|
—
|
|
10
|
|
|||||||
Net income (loss)
|
—
|
|
3,599
|
|
—
|
|
—
|
|
3,599
|
|
(18
|
)
|
3,581
|
|
|||||||
Cash dividends
|
—
|
|
(2,402
|
)
|
—
|
|
—
|
|
(2,402
|
)
|
(5
|
)
|
(2,407
|
)
|
|||||||
Stock dividends
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
106
|
|
—
|
|
106
|
|
—
|
|
106
|
|
|||||||
Purchases of treasury shares
|
—
|
|
—
|
|
—
|
|
(1,751
|
)
|
(1,751
|
)
|
—
|
|
(1,751
|
)
|
|||||||
Issuances of treasury shares
|
—
|
|
—
|
|
—
|
|
184
|
|
184
|
|
—
|
|
184
|
|
|||||||
Other changes, net
|
—
|
|
(28
|
)
|
—
|
|
—
|
|
(28
|
)
|
12
|
|
(16
|
)
|
|||||||
Balance at March 31, 2020
|
$
|
18,867
|
|
$
|
176,113
|
|
$
|
(4,884
|
)
|
$
|
(46,166
|
)
|
$
|
143,930
|
|
$
|
984
|
|
$
|
144,914
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
(Number of Shares)
|
Common Stock - 2020
|
|
Common Stock - 2019
|
||||||||||||||||||
Three Months Ended March 31
|
Issued(2)
|
|
Treasury
|
|
Outstanding
|
|
|
Issued(2)
|
|
Treasury
|
|
Outstanding
|
|
||||||||
Balance at December 31
|
2,442,676,580
|
|
(560,508,479
|
)
|
1,882,168,101
|
|
|
2,442,676,580
|
|
(539,838,890
|
)
|
1,902,837,690
|
|
||||||||
Purchases
|
—
|
|
(17,501,102
|
)
|
(17,501,102
|
)
|
|
—
|
|
(4,710,696
|
)
|
(4,710,696
|
)
|
||||||||
Issuances
|
—
|
|
2,311,651
|
|
2,311,651
|
|
|
—
|
|
6,599,067
|
|
6,599,067
|
|
||||||||
Balance at March 31
|
2,442,676,580
|
|
(575,697,930
|
)
|
1,866,978,650
|
|
|
2,442,676,580
|
|
(537,950,519
|
)
|
1,904,726,061
|
|
(1)
|
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.
|
(2)
|
Beginning and ending total issued share balances include 14,168,000 shares associated with Chevron's Benefit Plan Trust for all periods.
|
|
|
|
||||||||||||||||||
|
|
Currency Translation Adjustment
|
|
Unrealized Holding Gains (Losses) on Securities
|
|
Derivatives
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at December 31, 2018
|
|
$
|
(124
|
)
|
|
$
|
(10
|
)
|
|
$
|
(2
|
)
|
|
$
|
(3,408
|
)
|
|
$
|
(3,544
|
)
|
Components of Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|||||||||||||
Before Reclassifications
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
(9
|
)
|
|||||
Reclassifications
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
94
|
|
|||||
Net Other Comprehensive Income (Loss)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
90
|
|
|
85
|
|
|||||
Balance at March 31, 2019
|
|
$
|
(128
|
)
|
|
$
|
(11
|
)
|
|
$
|
(2
|
)
|
|
$
|
(3,318
|
)
|
|
$
|
(3,459
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2019
|
|
$
|
(142
|
)
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
(4,840
|
)
|
|
$
|
(4,990
|
)
|
Components of Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
||||||||||||||
Before Reclassifications
|
|
(19
|
)
|
|
(3
|
)
|
|
—
|
|
|
2
|
|
|
(20
|
)
|
|||||
Reclassifications(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
126
|
|
|||||
Net Other Comprehensive Income (Loss)
|
|
(19
|
)
|
|
(3
|
)
|
|
—
|
|
|
128
|
|
|
106
|
|
|||||
Balance at March 31, 2020
|
|
$
|
(161
|
)
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
(4,712
|
)
|
|
$
|
(4,884
|
)
|
(1)
|
All amounts are net of tax.
|
(2)
|
Refer to Note 9, Employee Benefits for reclassified components totaling $163 million that are included in employee benefit costs for the three months ended March 31, 2020. Related income taxes for the same period, totaling $37 million, are reflected in “Income Tax Expense” on the Consolidated Statement of Income. All other reclassified amounts were insignificant.
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Net decrease (increase) in operating working capital was composed of the following:
|
|||||||
Decrease (increase) in accounts and notes receivable
|
$
|
2,986
|
|
|
$
|
473
|
|
Decrease (increase) in inventories
|
(733
|
)
|
|
(1,098
|
)
|
||
Decrease (increase) in prepaid expenses and other current assets
|
120
|
|
|
(667
|
)
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
(3,268
|
)
|
|
(160
|
)
|
||
Increase (decrease) in income and other taxes payable
|
(201
|
)
|
|
242
|
|
||
Net decrease (increase) in operating working capital
|
$
|
(1,096
|
)
|
|
$
|
(1,210
|
)
|
Net cash provided by operating activities includes the following cash payments:
|
|||||||
Interest on debt (net of capitalized interest)
|
$
|
106
|
|
|
$
|
186
|
|
Income taxes
|
981
|
|
|
757
|
|
||
Proceeds and deposits related to asset sales and returns of investment consisted of the following gross amounts:
|
|
|
|
||||
Proceeds and deposits related to asset sales
|
$
|
363
|
|
|
$
|
276
|
|
Returns of investment from equity affiliates
|
11
|
|
|
18
|
|
||
Proceeds and deposits related to asset sales and returns of investment
|
$
|
374
|
|
|
$
|
294
|
|
Net maturities of (investments in) time deposits consisted of the following gross amounts:
|
|||||||
Investments in time deposits
|
$
|
—
|
|
|
$
|
—
|
|
Maturities of time deposits
|
—
|
|
|
950
|
|
||
Net maturities of (investments in) time deposits
|
$
|
—
|
|
|
$
|
950
|
|
Net sales (purchases) of marketable securities consisted of the following gross amounts:
|
|||||||
Marketable securities purchased
|
$
|
—
|
|
|
$
|
(1
|
)
|
Marketable securities sold
|
—
|
|
|
3
|
|
||
Net sales (purchases) of marketable securities
|
$
|
—
|
|
|
$
|
2
|
|
Net repayment (borrowing) of loans by equity affiliates consisted of the following gross amounts:
|
|
|
|
||||
Borrowing of loans by equity affiliates
|
$
|
(425
|
)
|
|
$
|
(350
|
)
|
Repayment of loans by equity affiliates
|
26
|
|
|
29
|
|
||
Net repayment (borrowing) of loans by equity affiliates
|
$
|
(399
|
)
|
|
$
|
(321
|
)
|
Net borrowings (repayments) of short-term obligations consisted of the following gross and net amounts:
|
|
|
|
||||
Proceeds from issuances of short-term obligations
|
$
|
4,952
|
|
|
$
|
359
|
|
Repayments of short-term obligations
|
(1,010
|
)
|
|
(134
|
)
|
||
Net borrowings (repayments) of short-term obligations with three months or less maturity
|
4,225
|
|
|
711
|
|
||
Net borrowings (repayments) of short-term obligations
|
$
|
8,167
|
|
|
$
|
936
|
|
Net sales (purchases) of treasury shares consists of the following gross and net amounts:
|
|
|
|
||||
Shares issued for share-based compensation plans
|
$
|
178
|
|
|
$
|
523
|
|
Shares purchased under share repurchase and deferred compensation plans
|
(1,751
|
)
|
|
(538
|
)
|
||
Net sales (purchases) of treasury shares
|
$
|
(1,573
|
)
|
|
$
|
(15
|
)
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Additions to properties, plant and equipment
|
$
|
3,071
|
|
|
$
|
2,865
|
|
Additions to investments
|
13
|
|
|
14
|
|
||
Current-year dry hole expenditures
|
49
|
|
|
74
|
|
||
Payments for other assets and liabilities, net
|
—
|
|
|
—
|
|
||
Capital expenditures
|
3,133
|
|
|
2,953
|
|
||
Expensed exploration expenditures
|
108
|
|
|
103
|
|
||
Assets acquired through finance lease obligations and other financing obligations
|
—
|
|
|
146
|
|
||
Payments for other assets and liabilities, net
|
—
|
|
|
—
|
|
||
Capital and exploratory expenditures, excluding equity affiliates
|
3,241
|
|
|
3,202
|
|
||
Company's share of expenditures by equity affiliates
|
1,183
|
|
|
1,532
|
|
||
Capital and exploratory expenditures, including equity affiliates
|
$
|
4,424
|
|
|
$
|
4,734
|
|
|
At March 31
|
|
At December 31
|
||||||||||||
|
2020
|
|
2019
|
|
2019
|
|
2018
|
||||||||
|
(Millions of dollars)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
8,492
|
|
|
$
|
8,699
|
|
|
$
|
5,686
|
|
|
$
|
9,342
|
|
Restricted cash included in “Prepaid expenses and other current assets”
|
434
|
|
|
195
|
|
|
452
|
|
|
341
|
|
||||
Restricted cash included in “Deferred charges and other assets”
|
764
|
|
|
801
|
|
|
773
|
|
|
798
|
|
||||
Total Cash, Cash Equivalents and Restricted Cash
|
$
|
9,690
|
|
|
$
|
9,695
|
|
|
$
|
6,911
|
|
|
$
|
10,481
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Sales and other operating revenues
|
$
|
3,296
|
|
|
$
|
4,107
|
|
Costs and other deductions
|
1,957
|
|
|
2,002
|
|
||
Net income attributable to TCO
|
$
|
938
|
|
|
$
|
1,481
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Sales and other operating revenues
|
$
|
2,195
|
|
|
$
|
2,377
|
|
Costs and other deductions
|
1,812
|
|
|
2,004
|
|
||
Net income attributable to CPChem
|
$
|
337
|
|
|
$
|
449
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Sales and other operating revenues
|
$
|
22,039
|
|
|
$
|
25,942
|
|
Costs and other deductions
|
21,281
|
|
|
25,757
|
|
||
Net income attributable to CUSA
|
$
|
860
|
|
|
$
|
181
|
|
|
|
|
|
|
At March 31,
2020 |
|
At December 31,
2019 |
||||
|
(Millions of dollars)
|
||||||
Current assets
|
$
|
10,773
|
|
|
$
|
13,059
|
|
Other assets
|
51,449
|
|
|
50,796
|
|
||
Current liabilities
|
16,143
|
|
|
18,291
|
|
||
Other liabilities
|
12,630
|
|
|
12,565
|
|
||
Total CUSA net equity
|
$
|
33,449
|
|
|
$
|
32,999
|
|
Memo: Total debt
|
$
|
3,219
|
|
|
$
|
3,222
|
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
Segment Earnings
|
|
(Millions of dollars)
|
||||||
Upstream
|
|
|
|
|
||||
United States
|
|
$
|
241
|
|
|
$
|
748
|
|
International
|
|
2,679
|
|
|
2,375
|
|
||
Total Upstream
|
|
2,920
|
|
|
3,123
|
|
||
Downstream
|
|
|
|
|
||||
United States
|
|
450
|
|
|
217
|
|
||
International
|
|
653
|
|
|
35
|
|
||
Total Downstream
|
|
1,103
|
|
|
252
|
|
||
Total Segment Earnings
|
|
4,023
|
|
|
3,375
|
|
||
All Other
|
|
|
|
|
||||
Interest expense
|
|
(154
|
)
|
|
(214
|
)
|
||
Interest income
|
|
23
|
|
|
50
|
|
||
Other
|
|
(293
|
)
|
|
(562
|
)
|
||
Net Income Attributable to Chevron Corporation
|
|
$
|
3,599
|
|
|
$
|
2,649
|
|
|
At March 31,
2020 |
|
At December 31,
2019 |
||||
Segment Assets
|
(Millions of dollars)
|
||||||
Upstream
|
|
|
|
||||
United States
|
$
|
35,974
|
|
|
$
|
35,926
|
|
International
|
143,779
|
|
|
145,648
|
|
||
Goodwill
|
4,454
|
|
|
4,463
|
|
||
Total Upstream
|
184,207
|
|
|
186,037
|
|
||
Downstream
|
|
|
|
||||
United States
|
24,532
|
|
|
25,197
|
|
||
International
|
15,870
|
|
|
16,955
|
|
||
Total Downstream
|
40,402
|
|
|
42,152
|
|
||
Total Segment Assets
|
224,609
|
|
|
228,189
|
|
||
All Other
|
|
|
|
||||
United States
|
5,688
|
|
|
3,475
|
|
||
International
|
6,380
|
|
|
5,764
|
|
||
Total All Other
|
12,068
|
|
|
9,239
|
|
||
Total Assets — United States
|
66,194
|
|
|
64,598
|
|
||
Total Assets — International
|
166,029
|
|
|
168,367
|
|
||
Goodwill
|
4,454
|
|
|
4,463
|
|
||
Total Assets
|
$
|
236,677
|
|
|
$
|
237,428
|
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
Sales and Other Operating Revenues
|
|
(Millions of dollars)
|
||||||
Upstream
|
|
|
|
|
||||
United States
|
|
$
|
4,466
|
|
|
$
|
5,882
|
|
International
|
|
9,013
|
|
|
9,369
|
|
||
Subtotal
|
|
13,479
|
|
|
15,251
|
|
||
Intersegment Elimination — United States
|
|
(2,812
|
)
|
|
(3,519
|
)
|
||
Intersegment Elimination — International
|
|
(2,541
|
)
|
|
(3,292
|
)
|
||
Total Upstream
|
|
8,126
|
|
|
8,440
|
|
||
Downstream
|
|
|
|
|
||||
United States
|
|
11,186
|
|
|
12,388
|
|
||
International
|
|
12,173
|
|
|
14,507
|
|
||
Subtotal
|
|
23,359
|
|
|
26,895
|
|
||
Intersegment Elimination — United States
|
|
(1,260
|
)
|
|
(947
|
)
|
||
Intersegment Elimination — International
|
|
(585
|
)
|
|
(265
|
)
|
||
Total Downstream
|
|
21,514
|
|
|
25,683
|
|
||
All Other
|
|
|
|
|
||||
United States
|
|
210
|
|
|
222
|
|
||
International
|
|
2
|
|
|
2
|
|
||
Subtotal
|
|
212
|
|
|
224
|
|
||
Intersegment Elimination — United States
|
|
(145
|
)
|
|
(156
|
)
|
||
Intersegment Elimination — International
|
|
(2
|
)
|
|
(2
|
)
|
||
Total All Other
|
|
65
|
|
|
66
|
|
||
Sales and Other Operating Revenues
|
|
|
|
|
||||
United States
|
|
15,862
|
|
|
18,492
|
|
||
International
|
|
21,188
|
|
|
23,878
|
|
||
Subtotal
|
|
37,050
|
|
|
42,370
|
|
||
Intersegment Elimination — United States
|
|
(4,217
|
)
|
|
(4,622
|
)
|
||
Intersegment Elimination — International
|
|
(3,128
|
)
|
|
(3,559
|
)
|
||
Total Sales and Other Operating Revenues
|
|
$
|
29,705
|
|
|
$
|
34,189
|
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
|||||||
Pension Benefits
|
|
|
|
|
||||
United States
|
|
|
|
|
||||
Service cost
|
|
$
|
124
|
|
|
$
|
101
|
|
Interest cost
|
|
88
|
|
|
99
|
|
||
Expected return on plan assets
|
|
(162
|
)
|
|
(141
|
)
|
||
Amortization of prior service costs (credits)
|
|
1
|
|
|
—
|
|
||
Amortization of actuarial losses (gains)
|
|
96
|
|
|
60
|
|
||
Settlement losses
|
|
60
|
|
|
60
|
|
||
Total United States
|
|
207
|
|
|
179
|
|
||
International
|
|
|
|
|
||||
Service cost
|
|
32
|
|
|
35
|
|
||
Interest cost
|
|
43
|
|
|
51
|
|
||
Expected return on plan assets
|
|
(52
|
)
|
|
(58
|
)
|
||
Amortization of prior service costs (credits)
|
|
2
|
|
|
3
|
|
||
Amortization of actuarial losses (gains)
|
|
10
|
|
|
5
|
|
||
Settlement losses
|
|
—
|
|
|
1
|
|
||
Total International
|
|
35
|
|
|
37
|
|
||
Net Periodic Pension Benefit Costs
|
|
$
|
242
|
|
|
$
|
216
|
|
Other Benefits*
|
|
|
|
|
||||
Service cost
|
|
$
|
9
|
|
|
$
|
9
|
|
Interest cost
|
|
18
|
|
|
24
|
|
||
Amortization of prior service costs (credits)
|
|
(6
|
)
|
|
(7
|
)
|
||
Amortization of actuarial losses (gains)
|
|
—
|
|
|
(1
|
)
|
||
Net Periodic Other Benefit Costs
|
|
$
|
21
|
|
|
$
|
25
|
|
|
At March 31, 2020
|
|
At December 31, 2019
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Marketable Securities
|
$
|
50
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
502
|
|
|
366
|
|
|
136
|
|
|
—
|
|
|
11
|
|
|
1
|
|
|
10
|
|
|
—
|
|
||||||||
Total Assets at Fair Value
|
$
|
552
|
|
|
$
|
416
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
74
|
|
|
$
|
64
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Derivatives
|
32
|
|
|
12
|
|
|
20
|
|
|
—
|
|
|
74
|
|
|
26
|
|
|
48
|
|
|
—
|
|
||||||||
Total Liabilities at Fair Value
|
$
|
32
|
|
|
$
|
12
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
74
|
|
|
$
|
26
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
At March 31, 2020
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
Before-Tax Loss
|
||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
Properties, plant and equipment, net (held and used)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Properties, plant and equipment, net (held for sale)
|
738
|
|
|
—
|
|
|
738
|
|
|
—
|
|
|
74
|
|
|||||
Investments and advances
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Assets at Fair Value
|
$
|
738
|
|
|
$
|
—
|
|
|
$
|
738
|
|
|
$
|
—
|
|
|
$
|
74
|
|
Consolidated Statement of Income: The Effect of Derivatives Not Designated as Hedging Instruments
(Millions of dollars)
|
||||||||||
Type of
|
|
|
|
Gain / (Loss)
Three Months Ended March 31 |
||||||
Contract
|
|
Statement of Income Classification
|
|
2020
|
|
2019
|
||||
Commodity
|
|
Sales and other operating revenues
|
|
$
|
461
|
|
|
$
|
(238
|
)
|
Commodity
|
|
Purchased crude oil and products
|
|
(4
|
)
|
|
(7
|
)
|
||
Commodity
|
|
Other income
|
|
—
|
|
|
—
|
|
||
|
|
|
|
$
|
457
|
|
|
$
|
(245
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Earnings by Business Segment
|
||||||||
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions of dollars)
|
||||||
Upstream
|
|
|
|
|
||||
United States
|
|
$
|
241
|
|
|
$
|
748
|
|
International
|
|
2,679
|
|
|
2,375
|
|
||
Total Upstream
|
|
2,920
|
|
|
3,123
|
|
||
Downstream
|
|
|
|
|
||||
United States
|
|
450
|
|
|
217
|
|
||
International
|
|
653
|
|
|
35
|
|
||
Total Downstream
|
|
1,103
|
|
|
252
|
|
||
Total Segment Earnings
|
|
4,023
|
|
|
3,375
|
|
||
All Other
|
|
(424
|
)
|
|
(726
|
)
|
||
Net Income Attributable to Chevron Corporation (1) (2)
|
|
$
|
3,599
|
|
|
$
|
2,649
|
|
__________________________________________
|
|
|
|
|
||||
(1) Includes foreign currency effects.
|
|
$
|
514
|
|
|
$
|
(137
|
)
|
(2) Income net of tax; also referred to as “earnings” in the discussions that follow.
|
|
|
|
|
•
|
Azerbaijan — Completed the sale of the company's interest in the Azeri-Chirag-Gunashli fields and Baku-Tbilisi-Ceyhan pipeline in April.
|
•
|
Colombia — Completed the sale of the company's interest in the offshore Chuchupa and onshore Ballena natural gas fields in April.
|
•
|
Philippines — Completed the sale of the company's interest in the Malampaya field in March.
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions of dollars)
|
||||||
U.S. Upstream Earnings
|
|
$
|
241
|
|
|
$
|
748
|
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions of dollars)
|
||||||
International Upstream Earnings*
|
|
$
|
2,679
|
|
|
$
|
2,375
|
|
_____________________________
|
|
|
|
|
||||
* Includes foreign currency effects
|
|
$
|
468
|
|
|
$
|
(168
|
)
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions of dollars)
|
||||||
U.S. Downstream Earnings
|
|
$
|
450
|
|
|
$
|
217
|
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions of dollars)
|
||||||
International Downstream Earnings*
|
|
$
|
653
|
|
|
$
|
35
|
|
_______________________
|
|
|
|
|
||||
* Includes foreign currency effects
|
|
$
|
60
|
|
|
$
|
31
|
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions of dollars)
|
||||||
Net Charges*
|
|
$
|
(424
|
)
|
|
$
|
(726
|
)
|
______________________
|
|
|
|
|
||||
* Includes foreign currency effects
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Sales and other operating revenues
|
$
|
29,705
|
|
|
$
|
34,189
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Income from equity affiliates
|
$
|
965
|
|
|
$
|
1,062
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Other income (loss)
|
$
|
831
|
|
|
$
|
(51
|
)
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Purchased crude oil and products
|
$
|
15,509
|
|
|
$
|
19,703
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Operating, selling, general and administrative expenses
|
$
|
5,974
|
|
|
$
|
5,870
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Exploration expenses
|
$
|
158
|
|
|
$
|
189
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Depreciation, depletion and amortization
|
$
|
4,288
|
|
|
$
|
4,094
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Taxes other than on income
|
$
|
1,167
|
|
|
$
|
1,061
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Interest and debt expense
|
$
|
162
|
|
|
$
|
225
|
|
|
Three Months Ended
March 31 |
||||||
|
2020
|
|
2019
|
||||
|
(Millions of dollars)
|
||||||
Income tax expense
|
$
|
564
|
|
|
$
|
1,315
|
|
|
At March 31,
2020 |
|
|
|
At December 31,
2019 |
|
Current Ratio *
|
1.0
|
|
|
|
1.1
|
|
Debt Ratio
|
18.4
|
%
|
|
|
15.8
|
%
|
Net Debt Ratio
|
14.2
|
%
|
|
|
12.8
|
%
|
|
|
Three Months Ended
March 31 |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions of dollars)
|
||||||
Net cash provided by operating activities
|
|
$
|
4,722
|
|
|
$
|
5,057
|
|
Less: Capital expenditures
|
|
(3,133
|
)
|
|
(2,953
|
)
|
||
Free Cash Flow
|
|
$
|
1,589
|
|
|
$
|
2,104
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total Number
of Shares
Purchased (1)(2)
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
|
|
Approximate
Dollar Value of Shares
that May Yet Be
Purchased Under
the Program (2)
(Billions of dollars)
|
||||
Jan. 1 – Jan. 31, 2020
|
4,005,528
|
|
|
$
|
115.04
|
|
|
3,997,948
|
|
|
$20.8
|
Feb. 1 – Feb. 29, 2020
|
5,934,692
|
|
|
$
|
102.18
|
|
|
5,934,692
|
|
|
$20.2
|
Mar. 1 – Mar. 31, 2020
|
7,560,882
|
|
|
$
|
90.43
|
|
|
7,560,882
|
|
|
$19.5
|
Total
|
17,501,102
|
|
|
$
|
100.05
|
|
|
17,493,522
|
|
|
|
(1)
|
Includes common shares repurchased from participants in the company’s deferred compensation plans for personal income tax withholdings.
|
(2)
|
Refer to “Liquidity and Capital Resources” on pages 34 to 36 for additional information regarding the company’s authorized stock repurchase program. The stock repurchase program was suspended in March 2020.
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit Index
|
||
Exhibit
Number
|
|
Description
|
10.1*+
|
|
|
10.2+
|
|
|
10.3+
|
|
|
10.4+
|
|
|
10.5+
|
|
|
10.6+
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101.SCH*
|
|
iXBRL Schema Document
|
101.CAL*
|
|
iXBRL Calculation Linkbase Document
|
101.DEF*
|
|
iXBRL Definition Linkbase Document
|
101.LAB*
|
|
iXBRL Label Linkbase Document
|
101.PRE*
|
|
iXBRL Presentation Linkbase Document
|
104*
|
|
Cover Page Interactive Data File (contained in Exhibit 101)
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
*
|
Filed herewith.
|
|
CHEVRON CORPORATION
(REGISTRANT)
|
|
|
|
|
|
/S/ DAVID A. INCHAUSTI
|
|
David A. Inchausti, Vice President and Comptroller
(Principal Accounting Officer and
Duly Authorized Officer)
|
A.
|
Lessor has the right of possession of the aircraft, equipped with engines and components as described in Exhibit A - Leased Aircraft Subject to the Time-Sharing Agreement, attached and made a part of this Agreement, (the “Aircraft”).
|
B.
|
Lessor employs a fully qualified flight crew to operate the Aircraft.
|
C.
|
To provide for the safety and security of Lessee in his capacity as Lessor’s Chairman and Chief Executive Officer and to maximize Lessee’s ability to carry out the responsibilities of his position, Lessor has determined it is appropriate for Lessor to make the Aircraft available to Lessee for his personal use, subject to the terms and conditions set forth in this Agreement.
|
D.
|
Lessor therefore desires to provide to Lessee, and Lessee desires to have the use of the Aircraft with flight crew on a non-exclusive time-sharing basis, as defined in section 91.501(c)(1) of the Federal Aviation Administration (“FAA”) regulations.
|
E.
|
This Agreement sets forth the understanding of the Parties as to the terms under which Lessor may provide Lessee with the use, on a periodic basis, of the Aircraft, currently operated by Lessor.
|
F.
|
The use of the Aircraft under this Agreement will at all times be pursuant to and in full compliance with the requirements of sections 91.501(b)(6), 91.501(c)(1), and 91.501(d) of the FAA regulations.
|
1.
|
USE OF AIRCRAFT
|
1.1
|
Lessee may use the Aircraft from time to time, with Lessor’s permission and approval, for any and all lawful purposes allowed by FAA regulations at such times as the Lessor does not require the use of the Aircraft.
|
1.2
|
Lessee represents, warrants, and covenants to Lessor that:
|
(A)
|
Lessee shall use the Aircraft for his personal use and shall not use the Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire and shall not accept any reimbursement from a passenger or otherwise for charges for air transportation of passengers or cargo under this Agreement;
|
(B)
|
Lessee shall refrain from incurring any mechanics lien or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement, and Lessee shall not
|
(C)
|
During the term of this Agreement, Lessee shall abide by and conform to all such laws, governmental, and airport orders, rules, and regulations that are in effect from time to time relating in any way to the operation and use of the Aircraft by a time-sharing lessee.
|
1.3
|
Lessee shall provide Lessor with notice of his desire to use the Aircraft and proposed flight schedules as far in advance of any given flight as possible, and in any case, in advance of Lessee’s planned departure. Requests for flight time will be in a form, whether written or oral, mutually convenient to, and agreed upon by the Parties. In addition to the proposed schedules and flight times Lessee shall provide at least the following information for each proposed flight at some time prior to scheduled departure as required by the Lessor or Lessor’s flight crew:
|
(A)
|
Proposed departure point;
|
(B)
|
Destination;
|
(C)
|
Date and time of flight;
|
(D)
|
The number and identity of anticipated passengers and relationship to the Lessee;
|
(E)
|
The date and time of return flight, if any;
|
(F)
|
For international trips, passport information and Customs-required information for all passengers; and
|
(G)
|
Any other information concerning the proposed flight that may be pertinent or required by Lessor or Lessor’s flight crew, including whether Lessee requests any food and beverages, passenger ground transportation, or access to airline lounges.
|
1.4
|
Lessor shall notify Lessee as to whether the requested use of the Aircraft can be accommodated and, if not, the Parties shall discuss alternatives.
|
1.5
|
The Lessor’s use of the Aircraft will take precedence over Lessee’s use.
|
1.6
|
Any maintenance and inspection of the Aircraft takes precedence over scheduling of the Aircraft. However, the Lessor may, but is not obligated to, permit Lessee to use the Aircraft if such maintenance or inspection can be safely deferred in accordance with applicable laws and regulations and the Pilot in Command agrees the flight can be conducted safely.
|
1.7
|
Lessor has and will maintain sole and exclusive authority over the scheduling of Lessee’s use of the Aircraft. Notwithstanding any other contrary provision in this Agreement, Lessee acknowledges and agrees that Lessor will be entering into other leases with other persons and entities, and as a consequence, Lessor shall generally provide the Aircraft to Lessee under this Agreement and other persons and entities under other leases on a first-come, first-served basis or otherwise in Lessor’s sole discretion and that Lessor will in no event be in violation of this Agreement for providing the Aircraft to such other persons or entities at a time when Lessee desires to use the Aircraft pursuant to this Agreement.
|
1.8
|
Lessor has the right to add or substitute aircraft of similar type, quality, and equipment, and to remove aircraft from the fleet, from time to time during the term of this Agreement. Upon each such
|
1.9
|
Lessor shall not be liable to Lessee or any other person for loss, injury, or damage occasioned by the delay or failure to furnish the Aircraft and crew pursuant to this Agreement for any reason.
|
2.
|
TERM AND TERMINATION
|
2.1
|
Term. This Agreement is effective from the Effective Date and terminates as provided in Section 2.2 (Termination) of this Agreement.
|
2.2
|
Termination. Either Party may terminate this Agreement for any reason upon written notice to the other, such termination to become effective 30 days from the date of the notice; provided that this Agreement may be terminated on such shorter notice with respect to any Aircraft as may be required to comply with applicable laws, regulations, the requirements of any financial institution with a security or other interest in such Aircraft, insurance requirements, in the event the insurance required under this Agreement is not in full force and effect or if Lessor sells or transfers such Aircraft.
|
3.
|
AIRCRAFT MAINTENANCE AND OPERATION
|
3.1
|
Maintenance. Lessor, at its own cost and expense, will service, maintain, and repair the Aircraft in compliance with all maintenance standards of the Aircraft and all requirements of Part 91 of the FAA regulations. Each Aircraft will remain in good operating condition and in a condition consistent with its airworthiness certification, including all FAA-issued airworthiness directives and mandatory service bulletins.
|
3.2
|
Operational Control. The parties expressly agree that Lessor must have and maintain operational control of the Aircraft for all flights operated under this Agreement, and that the intent of the Parties is that this Agreement constitutes a “Time-Sharing Agreement” as such term is defined in section 91.501(c)(1) of the FAA regulations. Lessor will be responsible for the physical and technical operation of the Aircraft and the safe operation of all flights and will exercise exclusive authority over initiating, conducting, or terminating any flight conducted on behalf of Lessee pursuant to this Agreement.
|
3.3
|
Identification of Chargeable Costs and Expenses. Lessor is responsible for identifying and calculating all costs and expenses relating to, (A) food and beverages (including alcoholic beverages) provided in flight), (B) ground transportation for passengers if requested, (C) weather information at the destination, and (D) any ground transportation, hotel accommodations or other travel expenses of the pilot and crew. Lessor may charge Lessee for any such expenses, in accordance with Sections 5.1 (Flight Charges) and 5.2 (Invoices and Payments) of this Agreement.
|
3.4
|
Authority of the Pilot in Command. The Pilot in Command has absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether a flight will be undertaken, the route to be flown, the place where landings will be made and all other matters relating to operation of the Aircraft. Lessee specifically agrees that the flight crew has final and complete authority to delay or cancel any flight for any reason or condition which, in sole judgment of the Pilot in Command, could compromise the safety of the flight and to take any other action which, in the sole judgment of the Pilot in Command, is necessitated by considerations of safety. No such action of the Pilot in Command shall create or support any liability to Lessee or any other person for loss, injury, damages or delay.
|
3.5
|
Flight Crew. Lessor is responsible for providing a qualified flight crew for all flight operations under this Agreement who must be qualified and possess ratings required by the FAA to operate the aircraft and are responsible for operating the aircraft within applicable FAA regulations and Lessor’s policies.
|
3.6
|
Base of Operations. For purposes of this Agreement, the permanent base of operation of the Aircraft will be Oakland International Airport, Oakland, California.
|
4.
|
TIME-SHARING ARRANGEMENT
|
4.1
|
It is intended that this Agreement is and will meet the requirements of a “Time-Sharing Agreement” as that term is defined in section 91.501(c)(1) of the FAA regulations under which Lessor will lease the Aircraft and flight crew to Lessee.
|
5.
|
REIMBURSEMENT
|
5.1
|
Flight Charges. Where applicable, Lessee may reimburse Lessor for each flight conducted under this Agreement the actual expenses of each specific flight as authorized by FAA regulation Part 91.501(d) and invoiced by Lessor pursuant to Section 5.2 (Invoices and Payment) of this Agreement. These expenses may and must only include:
|
(A)
|
Fuel, oil, lubricants, and other additives;
|
(B)
|
Travel expenses of the crew, including food, lodging, and ground transportation;
|
(C)
|
Hangar and tie-down costs away from the Aircraft’s base of operations;
|
(D)
|
Insurance obtained for the specific flight;
|
(E)
|
Landing fees, airport taxes, and similar assessments;
|
(F)
|
Customs, foreign permit, and similar fees directly related to the flight;
|
(G)
|
In flight food and beverages;
|
(H)
|
Passenger ground transportation;
|
(I)
|
Flight planning and weather contract services; and
|
(J)
|
An additional charge equal to 100% of the expenses listed in Section 5.1(A) of this Agreement.
|
5.2
|
Invoices and Payment. Lessor will initially pay all expenses related to the operation of the Aircraft in the ordinary course. For each flight operated under this Agreement for which Lessor seeks reimbursement, Lessor shall provide an invoice to Lessee for certain or all of the charges listed in Section 5.1 of this Agreement (Flight Charges) as soon as administratively practicable (and in any event within 90 days) after the end of the calendar quarter in which the flight took place. In the event some Flight Charges are invoiced based on estimates, as Flight Charges are not accurately or definitively known in their entirety at the time of invoicing, or a determination is made by Lessor after the end of the calendar year to seek additional reimbursements from Lessee, Lessor can, as soon as administratively practicable (and in any event within 90 days) after the end of the calendar year in which the flights took place, invoice Lessee for a portion or all of the Flight Charges incurred during the calendar year but not yet invoiced. If Lessor seeks reimbursement, Lessee shall pay the full amount of such invoice, together with any applicable taxes and any segment and landing fees associated with such flight(s) under Section 6 (Taxes) of this Agreement, to Lessor within 30 days after receipt of the invoice. In the event Lessor has not received a supplier invoice for reimbursable charges relating to such flight prior to such invoicing, Lessor shall issue a supplemental invoice for such charges to Lessee within 30 days of the date of receipt of the supplier invoice and Lessee shall pay such supplemental invoice amount within 30 days after receipt. Lessee shall further pay all costs
|
6.
|
TAXES
|
6.1
|
In addition to the rental rate referenced in Section 5.1 (Flight Charges) of this Agreement, Lessee shall pay or reimburse Lessor applicable tax which may be levied or assessed on a payment or use hereunder upon notice and request of Lessor (although any such taxes shall be imposed only to the extent that the payment relates to taxable air transportation provided to Lessee).
|
7.
|
INSURANCE AND LIMITATION OF LIABILITY
|
7.1
|
Representation. Lessor represents that the flight operations for the Aircraft as contemplated in this Agreement will be covered by the Lessor’s (or the Lessor’s 100% wholly owned subsidiary’s), aircraft bodily injury and property damage liability insurance, passenger, pilot and crew voluntary settlement insurance, and statutory workers compensation and employers’ liability insurance.
|
7.2
|
Insurance. Lessor will maintain or cause to be maintained in full force and effect throughout the term of this Agreement aircraft liability insurance in respect of the Aircraft in an amount at least equal to $100 million combined single limit for bodily injury to or death of persons (including passengers) and property damage liability. Lessor will retain all rights and benefits with respect to the proceeds payable under policies of insurance maintained by Lessor (or the Lessor’s 100% wholly owned subsidiary) that may be payable as a result of any incident or occurrence while an Aircraft is being operated on behalf of Lessee under this Agreement.
|
7.3
|
Liabilities.
|
(A)
|
In no event shall Lessor be liable to Lessee or its family members, employees, agents, representatives, guests, or invitees for any claims or liabilities, including property damage or injury and death, and expenses, including attorneys’ fees, in excess of the amount paid by Lessor’s insurance carrier in the event of such loss.
|
(B)
|
In no event shall Lessor be liable to Lessee or its family members, employees, agents, representatives, guests, or invitees for any indirect, special, or consequential damages and/or punitive damages of any kind or nature under any circumstances or for any reason including any delay or failure to furnish the Aircraft and flight crew pursuant to this Agreement or occasioned by the performance or non-performance of any services covered by this Agreement.
|
7.4
|
Survival. This Section 7 (Insurance and Limitation of Liability) will survive the termination of this Agreement.
|
8.
|
No Warranty
|
8.1
|
NEITHER LESSOR (NOR ITS AFFILIATES) MAKES, HAS MADE OR WILL BE DEEMED TO MAKE OR HAVE MADE: ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY AIRCRAFT TO BE USED UNDER THIS AGREEMENT OR ANY ENGINE OR COMPONENT OF ANY AIRCRAFT INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, AIRWORTHINESS, SAFETY, INTELLECTUAL PROPERTY INFRINGEMENT OR TITLE.
|
9.
|
GOVERNING LAW AND DISPUTE RESOLUTION
|
9.1
|
Dispute Resolution. This Agreement is governed by and interpreted under the laws of the State of California, without regard to its choice of law rules, except that the rules of the Federal Arbitration Act, 9 USC §§1-16 (the “Act”) govern this Section 9 (Governing Law and Dispute Resolution). If any dispute arises out of this Agreement, and if the dispute cannot be resolved by direct negotiations, either Party may initiate confidential mediation by giving notice to the other. If the Parties fail to resolve the dispute within 60 days from notice of mediation, the dispute must be finally resolved by binding, confidential arbitration in accordance with this Section 9 (Governing Law and Dispute Resolution), and either Party may initiate arbitration by giving notice to the other Party. The place of mediation and arbitration will be San Francisco, California. One arbitrator will conduct the proceedings in accordance with the International Institute for Conflict Prevention and Resolution (“CPR”) Rules. The arbitrator has the exclusive power to rule on its own jurisdiction, including the existence or validity of the arbitration agreement. The Parties waive irrevocably their right to any form of appeal, review, or recourse from the final arbitration award to any court or other competent authority to the extent such waiver may be validly made, except that proceedings to (A) preserve property or seek injunctive relief or (B) enforce an award under this Section 9 (Governing Law and Dispute Resolution) may be brought in any court of competent jurisdiction in San Francisco, California.
|
10.
|
COUNTERPARTS
|
10.1
|
This Agreement may be executed in one or more counterparts each of which will be deemed an original, all of which together shall constitute one and the same agreement.
|
11.
|
NOTICES AND COMMUNICATIONS
|
11.1
|
All notices under this Agreement (except for notices made purely for flight scheduling, which are governed by the provisions of Section 1.3 of this Agreement) must be delivered by hand, sent by reputable guaranteed overnight delivery service, sent by first-class United States mail, certified, postage prepaid, return receipt requested, or sent by e-mail to the addresses of the parties set forth below:
|
11.2
|
Notice will be deemed given when delivered or sent in the manner provided in this Section 11 (Notices and Communications). At any time, either Party may change its address for purposes of notices under this Agreement by giving notice to the other Party in accordance herewith.
|
12.
|
FURTHER ACTS
|
12.1
|
Lessor and Lessee shall from time to time perform such other and further acts and execute such other and further instruments as may be required by law or may be reasonably necessary to: (A) carry out the intent and purpose of this Agreement; and (B) establish, maintain and protect the respective rights and remedies of the other Party.
|
13.
|
SUCCESSORS AND ASSIGNS
|
13.1
|
Neither this Agreement nor any Party’s interest in this Agreement may be assignable to any other party whatsoever, except that Lessor may assign its interest without the consent of the Lessee to an affiliate or any person that assumes the associated assets of the Lessor under a reorganization, merger, consolidation, or asset sale. This Agreement will inure to the benefit of and be binding upon the Parties, their heirs, representatives and successors.
|
14.
|
SEVERABILITY
|
14.1
|
If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable, those provisions will be replaced by provisions acceptable to both Parties to this Agreement.
|
15.
|
RIGHT OF POSSESSION
|
15.1
|
Lessor has the right of possession to the Aircraft described in Exhibit A - Leased Aircraft Subject to Time-Sharing Agreement as owner of the Aircraft. Nothing in this Agreement constitutes a transfer of Lessor’s possessory rights to the Aircraft.
|
16.
|
INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS
|
16.1
|
Lessor shall provide a copy of this Agreement for and on behalf of both Parties to: Federal Aviation Administration, Aircraft Registration Branch, Attention: Technical Section, P.O. Box 25724, Oklahoma City, Oklahoma 73125, within 24 hours of its execution, as provided by section 91.23(c)(1) of the FAA regulations.
|
16.2
|
At least 48 hours before the first flight under this Agreement, Lessor shall, for and on behalf of Lessee comply with the notification requirements of section 91.23(c)(3) of the FAA regulations by notifying the Oakland FAA Flight Standards District Office, by telephone at (510) 748-0122, or in person at 1420 Harbor Bay Parkway, Suite 280, Alameda, CA 94502, of:
|
(A)
|
The location of the airport of departure;
|
(B)
|
The departure time; and
|
(C)
|
The registration number of the Aircraft.
|
16.3
|
A copy of this Agreement must be carried on the Aircraft at all times and must be made available for inspection upon request by an appropriately constituted and identified representative of the Administrator of the FAA.
|
17.
|
TRUTH IN LEASING DISCLOSURES
|
17.1
|
LESSOR CERTIFIES THAT EACH AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EFFECTIVE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE REQUIREMENTS OF PART 91 OF THE FAA REGULATIONS.
|
17.2
|
THE PARTIES HERETO CERTIFY DURING THE TERM OF THIS AGREEMENT AND FOR ALL OPERATIONS CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE REQUIREMENTS OF PART 91 OF THE FAA REGULATIONS.
|
17.3
|
LESSOR, CHEVRON U.S.A. INC., WHOSE ADDRESS APPEARS IN SECTION 11 (NOTICES AND COMMUNICATIONS) ABOVE AND WHOSE AUTHORIZED SIGNATURE APPEARS BELOW, MUST HAVE AND RETAIN OPERATIONAL CONTROL OF THE AIRCRAFT DURING ALL OPERATIONS CONDUCTED PURSUANT TO THIS AGREEMENT. EACH PARTY IN THIS AGREEMENT CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES SET FORTH IN THIS AGREEMENT FOR COMPLIANCE WITH APPLICABLE FAA REGULATIONS.
|
17.4
|
THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FAA REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.
|
The Parties have each caused this Agreement to be duly executed as of the date indicated below their signature.
|
||||
LESSOR: CHEVRON U.S.A. INC.
|
|
LESSEE: MICHAEL K. WIRTH
|
||
Signature:
|
|
Signature:
|
||
/s/ Kari H. Endries
|
|
/s/ M.K. Wirth
|
||
Date:
|
April 1, 2020
|
|
Date:
|
April 1, 2020
|
Name:
Title:
|
Kari H. Endries
Vice President and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft Manufacturer
|
Gulfstream Aerospace
|
Model:
|
GVI (G650ER)
|
Manufacturer’s Serial Number:
|
6346
|
FAA Registration Number:
|
[Redacted]
|
Make & Model of Engines:
|
Rolls-Royce - BR725A1-12
|
Engine Serial Numbers:
|
25803 - Left SN
25802 - Right SN
|
Aircraft Manufacturer
|
Gulfstream Aerospace
|
Model:
|
GVI (G650ER)
|
Manufacturer’s Serial Number:
|
6257
|
FAA Registration Number:
|
[Redacted]
|
Make & Model of Engines:
|
Rolls-Royce - BR725A1-12
|
Engine Serial Numbers:
|
25625 - Left SN
25624 - Right SN
|
Aircraft Manufacturer
|
Gulfstream Aerospace
|
Model:
|
GVI (G650ER)
|
Manufacturer’s Serial Number:
|
6407
|
FAA Registration Number:
|
[Redacted]
|
Make & Model of Engines:
|
Rolls-Royce - BR725A1-12
|
Engine Serial Numbers:
|
25919 - Left SN
25918 - Right SN
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Chevron Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ MICHAEL K. WIRTH
|
Michael K. Wirth
Chairman of the Board and
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Chevron Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ PIERRE R. BREBER
|
Pierre R. Breber
Vice President and
Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ MICHAEL K. WIRTH
|
Michael K. Wirth
Chairman of the Board and
Chief Executive Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ PIERRE R. BREBER
|
Pierre R. Breber
Vice President and
Chief Financial Officer
|