UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☑  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

OR

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 001-00368

Chevron Corporation

(Exact name of registrant as specified in its charter)

		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)

Registrant’s telephone number, including area code (925) 842-1000

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ          No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o          No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ          No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ          No o

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 13(a) of the Exchange Act. o  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).      Yes ☐       No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter — $236.2 billion (As of June 28, 2019)

 Number of Shares of Common Stock outstanding as of February 10, 2020 — 1,879,324,765

DOCUMENTS INCORPORATED BY REFERENCE

(To The Extent Indicated Herein)

Notice of the 2020 Annual Meeting and 2020 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s 2020 Annual Meeting of Stockholders (in Part III)

TABLE OF CONTENTS

ITEM		PAGE
PART I
1.	Business	3
	General Development of Business	3
	Description of Business and Properties	4
	Upstream	4
	Downstream	15
	Other Businesses	17
1A.	Risk Factors	18
1B.	Unresolved Staff Comments	21
2.	Properties	21
3.	Legal Proceedings	21
4.	Mine Safety Disclosures	22
	Information about our Executive Officers	22
PART II
5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
6.	Selected Financial Data	22
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
7A.	Quantitative and Qualitative Disclosures About Market Risk	23
8.	Financial Statements and Supplementary Data	23
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	23
9A.	Controls and Procedures	23
9B.	Other Information	23
PART III
10.	Directors, Executive Officers and Corporate Governance	24
11.	Executive Compensation	25
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
13.	Certain Relationships and Related Transactions, and Director Independence	25
14.	Principal Accounting Fees and Services	25
PART IV
15.	Exhibits, Financial Statement Schedules	104
	Schedule II — Valuation and Qualifying Accounts	104
16.	Form 10-K Summary	104
	Signatures	107

1

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K of Chevron Corporation contains forward-looking statements relating to Chevron’s operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,” “strategies,” “opportunities,” “poised” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Unless legally required, Chevron undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those projected in the forward-looking statements are: changing crude oil and natural gas prices; changing refining, marketing and chemicals margins; the company’s ability to realize anticipated cost savings and efficiencies associated with enterprise transformation initiatives; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of the company’s suppliers, vendors, partners and equity affiliates, particularly during extended periods of low prices for crude oil and natural gas; the inability or failure of the company’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; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of the company’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts and public health crises, such as pandemics and epidemics; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries, or other natural or human causes beyond the company’s control; changing economic, regulatory and political environments in the various countries in which the company operates; general domestic and international economic and political conditions; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from pending or future litigation; the company’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; government-mandated sales, divestitures, recapitalizations, industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; the company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under the heading “Risk Factors” on pages 18 through 21 in this report. Other unpredictable or unknown factors not discussed in this report could also have material adverse effects on forward-looking statements.

2

PART I

Item 1. Business

General Development of Business

Summary Description of Chevron

Chevron Corporation,^* a Delaware corporation, manages its investments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations. Upstream operations consist primarily of exploring for, developing and producing 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 and refined products; 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.

A list of the company’s major subsidiaries is presented on page E-1. As of December 31, 2019, Chevron had approximately 48,200 employees (including about 3,500 service station employees). Approximately 25,400 employees (including about 3,200 service station employees), or 53 percent, were employed in U.S. operations.

Overview of Petroleum Industry

Petroleum industry operations and profitability are influenced by many factors. Prices for crude oil, natural gas, petroleum products and petrochemicals are generally determined by supply and demand. Production levels from the members of the Organization of Petroleum Exporting Countries (OPEC), Russia and the United States are the major factors in determining worldwide supply. Demand for crude oil and its products and for natural gas is largely driven by the conditions of local, national and global economies, although weather patterns and taxation relative to other energy sources also play a significant part. Laws and governmental policies, particularly in the areas of taxation, energy and the environment, affect where and how companies invest, conduct their operations and formulate their products and, in some cases, limit their profits directly.

Strong competition exists in all sectors of the petroleum and petrochemical industries in supplying the energy, fuel and chemical needs of industry and individual consumers. In the upstream business, Chevron competes with fully integrated, major global petroleum companies, as well as independent and national petroleum companies, for the acquisition of crude oil and natural gas leases and other properties and for the equipment and labor required to develop and operate those properties. In its downstream business, Chevron competes with fully integrated, major petroleum companies, as well as independent refining and marketing, transportation and chemicals entities and national petroleum companies in the refining, manufacturing, sale and marketing of fuels, lubricants, additives and petrochemicals.

Operating Environment

Refer to pages 28 through 34 of this Form 10-K in Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the company’s current business environment and outlook.

Chevron’s Strategic Direction

Chevron’s primary objective is to deliver industry-leading results and superior shareholder value in any business environment. In the upstream, the company’s strategy is to deliver industry-leading returns while developing high-value resource opportunities. In the downstream, the company’s strategy is to grow earnings across the value chain and make targeted investments to lead the industry in returns. In support of the company’s approach to the energy transition, Chevron is focused on lowering carbon intensity cost efficiently, increasing the use of renewables in its business, and investing in future breakthrough technologies.

Information about the company is available on the company’s website at www.chevron.com. Information contained on the company’s website is not part of this Annual Report on Form 10-K. The company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on the company’s website soon after such reports are filed with or furnished to the U.S. Securities and Exchange Commission (SEC). The reports are also available on the SEC’s website at www.sec.gov.

________________________________________________________

^* Incorporated in Delaware in 1926 as Standard Oil Company of California, the company adopted the name Chevron Corporation in 1984 and ChevronTexaco Corporation in 2001. In 2005, ChevronTexaco Corporation changed its name to Chevron Corporation. As used in this report, the term “Chevron” and such terms as “the company,” “the corporation,” “our,” “we,” “us” and "its" may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or all of them taken as a whole, but unless stated otherwise they do not include “affiliates” of Chevron — i.e., those companies accounted for by the equity method (generally owned 50 percent or less) or non-equity method investments. All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.

3

Description of Business and Properties

The upstream and downstream activities of the company and its equity affiliates are widely dispersed geographically, with operations and projects^* in North America, South America, Europe, Africa, Asia and Australia. Tabulations of segment sales and other operating revenues, earnings and income taxes for the three years ending December 31, 2019, and assets as of the end of 2019 and 2018 — for the United States and the company’s international geographic areas — are in Note 12 to the Consolidated Financial Statements beginning on page 68. Similar comparative data for the company’s investments in and income from equity affiliates and property, plant and equipment are in Note 13 beginning on page 71 and Note 16 on page 77. Refer to page 39 of this Form 10-K in Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the company’s capital and exploratory expenditures.

Upstream

Reserves

Refer to Table V beginning on page 96 for a tabulation of the company’s proved crude oil, condensate, natural gas liquids, synthetic oil and natural gas reserves by geographic area, at the beginning of 2017 and each year-end from 2017 through 2019. Reserves governance, technologies used in establishing proved reserves additions, and major changes to proved reserves by geographic area for the three-year period ended December 31, 2019, are summarized in the discussion for Table V. Discussion is also provided regarding the nature of, status of, and planned future activities associated with the development of proved undeveloped reserves. The company recognizes reserves for projects with various development periods, sometimes exceeding five years. The external factors that impact the duration of a project include scope and complexity, remoteness or adverse operating conditions, infrastructure constraints, and contractual limitations.

At December 31, 2019, 28 percent of the company’s net proved oil-equivalent reserves were located in the United States, 23 percent were located in Australia and 19 percent were located in Kazakhstan.

The net proved reserve balances at the end of each of the three years 2017 through 2019 are shown in the following table:

	At December 31
	2019	2018	2017
Liquids — Millions of barrels
Consolidated Companies	4,771	4,975	4,530
Affiliated Companies	1,750	1,815	2,012
Total Liquids	6,521	6,790	6,542
Natural Gas — Billions of cubic feet
Consolidated Companies	26,587	28,733	27,514
Affiliated Companies	2,870	2,843	3,222
Total Natural Gas	29,457	31,576	30,736
Oil-Equivalent — Millions of barrels1
Consolidated Companies	9,202	9,764	9,116
Affiliated Companies	2,229	2,289	2,549
Total Oil-Equivalent	11.431	12.053	11.665

¹ Oil-equivalent conversion ratio is 6,000 cubic feet of natural gas = 1 barrel of crude oil.

________________________________________________________

^*  As used in this report, the term “project” may describe new upstream development activity, individual phases in a multiphase development, maintenance activities, certain existing assets, new investments in downstream and chemicals capacity, investments in emerging and sustainable energy activities, and certain other activities. All of these terms are used for convenience only and are not intended as a precise description of the term “project” as it relates to any specific governmental law or regulation.

4

Net Production of Liquids and Natural Gas

The following table summarizes the net production of liquids and natural gas for 2019 and 2018 by the company and its affiliates. Worldwide oil-equivalent production of 3.058 million barrels per day in 2019 was up more than 4 percent from 2018. Production increases from shale and tight properties, and the Wheatstone project in Australia were partially offset by normal field declines. Refer to the “Results of Operations” section beginning on page 32 for a detailed discussion of the factors explaining the changes in production for crude oil, condensate, natural gas liquids, synthetic oil and natural gas, and refer to Table V on pages 99 through 101 for information on annual production by geographical region.

			Components of Oil-Equivalent
	Oil-Equivalent		Liquids		Natural Gas
Thousands of barrels per day (MBPD)	(MBPD)1		(MBPD)		(MMCFPD)
Millions of cubic feet per day (MMCFPD)	2019	2018	2019	2018	2019	2018
United States	929	791	724	618	1,225	1,034
Other Americas
Argentina	27	24	23	20	25	24
Brazil	8	11	8	10	2	4
Canada2	135	116	119	103	95	79
Colombia	11	14	—	—	64	82
Total Other Americas	181	165	150	133	186	189
Africa
Angola	95	108	86	98	52	59
Democratic Republic of the Congo3	—	1	—	1	—	—
Nigeria	209	239	173	200	215	233
Republic of Congo	52	52	49	49	13	14
Total Africa	356	400	308	348	280	306
Asia
Azerbaijan	20	20	18	18	10	10
Bangladesh	110	112	4	4	638	648
China	31	29	16	16	93	84
Indonesia	109	132	101	113	52	113
Kazakhstan	49	46	28	27	129	120
Myanmar	15	16	—	—	93	98
Partitioned Zone4	—	—	—	—	—	—
Philippines	26	26	3	3	136	138
Thailand	238	236	65	66	1,038	1,022
Total Asia	598	617	235	247	2,189	2,233
Australia/Oceania
Australia	455	426	45	42	2,460	2,304
Total Australia/Oceania	455	426	45	42	2,460	2,304
Europe
Denmark5	5	19	3	12	11	45
United Kingdom	62	65	44	43	108	133
Total Europe	67	84	47	55	119	178
Total Consolidated Companies	2,586	2,483	1,509	1,443	6,459	6,244
Affiliates2,6	472	447	356	339	698	645
Total Including Affiliates7	3,058	2,930	1,865	1,782	7,157	6,889
1 Oil-equivalent conversion ratio is 6,000 cubic feet of natural gas = 1 barrel of crude oil.
2 Includes synthetic oil: Canada, net	53	53	53	53	—	—
Venezuelan affiliate, net	3	24	3	24	—	—
3 Chevron sold its interest in a concession in the Democratic Republic of Congo in April 2018.
4 Located between Saudi Arabia and Kuwait. Production has been shut-in since May 2015.
5 Chevron sold its 12 percent nonoperated working interest in the Danish Underground Consortium in April 2019.
6 Volumes represent Chevron’s share of production by affiliates, including Tengizchevroil in Kazakhstan; Petroboscan and Petropiar in Venezuela; and Angola LNG in Angola.
7 Volumes include natural gas consumed in operations of 638 million and 619 million cubic feet per day in 2019 and 2018, respectively. Total “as sold” natural gas volumes were 6,519 million and 6,270 million cubic feet per day for 2019 and 2018, respectively.

5

Production Outlook

The company estimates its average worldwide oil-equivalent production in 2020 will grow up to 3 percent compared to 2019, assuming a Brent crude oil price of $60 per barrel and excluding the impact of anticipated 2020 asset sales. This estimate is subject to many factors and uncertainties, as described beginning on page 30. Refer to the “Review of Ongoing Exploration and Production Activities in Key Areas,” beginning on page 8, for a discussion of the company’s major crude oil and natural gas development projects.

Average Sales Prices and Production Costs per Unit of Production

Refer to Table IV on page 95 for the company’s average sales price per barrel of liquids (including crude oil, condensate and natural gas liquids) and per thousand cubic feet of natural gas produced, and the average production cost per oil-equivalent barrel for 2019, 2018 and 2017.

Gross and Net Productive Wells

The following table summarizes gross and net productive wells at year-end 2019 for the company and its affiliates:

	At December 31, 2019
	Productive Oil Wells*		Productive Gas Wells*
	Gross	Net	Gross	Net
United States	39,282	28,179	2,727	1,978
Other Americas	1,070	651	190	117
Africa	1,713	664	27	11
Asia	14,450	12,522	3,577	2,012
Australia/Oceania	540	303	103	27
Europe	27	5	—	—
Total Consolidated Companies	57,082	42,324	6,624	4,145
Affiliates	1,643	588	—	—
Total Including Affiliates	58,725	42,912	6,624	4,145
Multiple completion wells included above	629	352	147	116
* Gross wells represent the total number of wells in which Chevron has an ownership interest. Net wells represent the sum of Chevron’s ownership interest in gross wells.

Acreage

At December 31, 2019, the company owned or had under lease or similar agreements undeveloped and developed crude oil and natural gas properties throughout the world. The geographical distribution of the company’s acreage is shown in the following table:

	Undeveloped2		Developed		Developed and Undeveloped
Thousands of acres1	Gross	Net	Gross	Net	Gross	Net
United States	3,665	3,214	4,149	2,886	7,814	6,100
Other Americas	17,004	10,543	1,219	284	18,223	10,827
Africa	3,717	1,443	2,238	933	5,955	2,376
Asia	19,165	7,992	1,678	924	20,843	8,916
Australia/Oceania	10,882	5,697	2,061	812	12,943	6,509
Total Consolidated Companies	54,433	28,889	11,345	5,839	65,778	34,728
Affiliates	497	219	307	117	804	336
Total Including Affiliates	54,930	29,108	11,652	5,956	66,582	35,064
1  Gross acres represent the total number of acres in which Chevron has an ownership interest. Net acres represent the sum of Chevron’s ownership interest in gross acres.
2 The gross undeveloped acres that will expire in 2020, 2021 and 2022 if production is not established by certain required dates are 1,136, 2,644 and 4,180, respectively.

Delivery Commitments

The company sells crude oil and natural gas from its producing operations under a variety of contractual obligations. Most contracts generally commit the company to sell quantities based on production from sp