.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

or

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

	NONE
(Former name, former address and former fiscal year, if changed since last report.)

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 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  ☑        No  ☐

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  ☑        No  ☐

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. ☐      

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

There were 1,867,267,832 shares of the Company's common stock outstanding on June 30, 2020.

TABLE OF CONTENTS

		Page No.
	Cautionary Statements Relevant to Forward-Looking Information for the Purpose of “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995	2
PART I FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements —
	Consolidated Statement of Income for the Three and Six Months Ended June 30, 2020, and 2019	3
	Consolidated Statement of Comprehensive Income for the Three and Six Months Ended June 30, 2020, and 2019	4
	Consolidated Balance Sheet at June 30, 2020, and December 31, 2019	5
	Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2020, and 2019	6
	Consolidated Statement of Equity for the Three and Six Months Ended June 30, 2020, and 2019	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 6.	Exhibits	44
Signature		45

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 quarterly report on Form 10-Q 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,” “potential” 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 in the forward-looking statements are: changing crude oil and natural gas prices and demand for our 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; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; changing economic, regulatory and political environments in the various countries in which the company operates; general domestic and international economic and political conditions; changing refining, marketing and chemicals margins; the company’s ability to realize anticipated cost savings, expenditure reductions 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 during the COVID-19 pandemic; 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, or other natural or human causes beyond the company’s control; 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 ability to successfully receive the requisite approvals and consummate the proposed acquisition of Noble Energy, Inc., the ability to successfully integrate the operations of Chevron and Noble Energy and achieve the anticipated benefits from the transaction, the company’s other 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 receipt of required Board authorizations to pay future dividends; 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 of the company’s 2019 Annual Report on Form 10-K, on pages 41 to 43 of this report and in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this report could also have material adverse effects on forward-looking statements.

2

PART I.

FINANCIAL INFORMATION

Item 1.Consolidated Financial Statements

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
	(Millions of dollars, except per-share amounts)
Revenues and Other Income
Sales and other operating revenues	$	15,926	$	36,323	$	45,631	$	70,512
Income (loss) from equity affiliates	(2,515)		1,196		(1,550)		2,258
Other income (loss)	83		1,331		914		1,280
Total Revenues and Other Income	13,494		38,850		44,995		74,050
Costs and Other Deductions
Purchased crude oil and products	8,144		20,835		23,653		40,538
Operating expenses	5,530		5,187		10,821		10,073
Selling, general and administrative expenses	1,569		1,076		2,252		2,060
Exploration expenses	895		141		1,053		330
Depreciation, depletion and amortization	6,717		4,334		11,005		8,428
Taxes other than on income	965		1,047		2,132		2,108
Interest and debt expense	172		198		334		423
Other components of net periodic benefit costs	99		97		197		198
Total Costs and Other Deductions	24,091		32,915		51,447		64,158
Income (Loss) Before Income Tax Expense	(10,597)		5,935		(6,452)		9,892
Income Tax Expense (Benefit)	(2,320)		1,645		(1,756)		2,960
Net Income (Loss)	(8,277)		4,290		(4,696)		6,932
Less: Net income (loss) attributable to noncontrolling interests	(7)		(15)		(25)		(22)
Net Income (Loss) Attributable to Chevron Corporation	$	(8,270)	$	4,305	$	(4,671)	$	6,954
Per Share of Common Stock
Net Income (Loss) Attributable to Chevron Corporation
- Basic	$	(4.44)	$	2.28	$	(2.51)	$	3.68
- Diluted	$	(4.44)	$	2.27	$	(2.51)	$	3.66
Weighted Average Number of Shares Outstanding (000s)
- Basic	1,853,313		1,889,265		1,857,793		1,888,637
- Diluted	1,853,313		1,902,977		1,857,793		1,901,869

See accompanying notes to consolidated financial statements.

3

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
	(Millions of dollars)
Net Income (Loss)	$	(8,277)	$	4,290	$	(4,696)	$	6,932
Currency translation adjustment	7		5		(12)		1
Unrealized holding gain (loss) on securities
Net gain (loss) arising during period	(1)		1		(4)		—
Derivatives
Net derivatives loss on hedge transactions	—		(1)		—		(1)
Reclassification to net income of net realized gain	—		—		—		—
Income taxes on derivatives transactions	—		—		—		—
Total	—		(1)		—		(1)
Defined benefit plans
Actuarial gain (loss)
Amortization to net income of net actuarial loss and settlements	169		125		335		250
Actuarial gain (loss) arising during period	—		(1)		—		(4)
Prior service credits (cost)
Amortization to net income of net prior service costs and curtailments	(5)		(3)		(8)		(7)
Prior service (costs) credits arising during period	—		1		—		1
Defined benefit plans sponsored by equity affiliates - benefit (cost)	7		3		9		5
Income (taxes) benefit on defined benefit plans	(43)		(28)		(80)		(58)
Total	128		97		256		187
Other Comprehensive Gain (Loss), Net of Tax	134		102		240		187
Comprehensive Income (Loss)	(8,143)		4,392		(4,456)		7,119
Comprehensive income (loss) attributable to noncontrolling interests	7		15		25		22
Comprehensive Income (Loss) Attributable to Chevron Corporation	$	(8,136)	$	4,407	$	(4,431)	$	7,141

See accompanying notes to consolidated financial statements.

4

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)

	At June 30, 2020		At December 31, 2019
	(Millions of dollars)
Assets
Cash and cash equivalents	$	6,855	$	5,686
Marketable securities	59		63
Accounts and notes receivable, net	8,570		13,325
Inventories:
Crude oil and petroleum products	3,327		3,722
Chemicals	485		492
Materials, supplies and other	1,699		1,634
Total inventories	5,511		5,848
Prepaid expenses and other current assets	2,737		3,407
Total Current Assets	23,732		28,329
Long-term receivables, net	812		1,511
Investments and advances	37,290		38,688
Properties, plant and equipment, at cost	323,522		326,722
Less: Accumulated depreciation, depletion and amortization	179,672		176,228
Properties, plant and equipment, net	143,850		150,494
Deferred charges and other assets	11,511		10,532
Goodwill	4,416		4,463
Assets held for sale	1,792		3,411
Total Assets	$	223,403	$	237,428
Liabilities and Equity
Short-term debt	$	3,751	$	3,282
Accounts payable	8,250		14,103
Accrued liabilities	7,405		6,589
Federal and other taxes on income	628		1,554
Other taxes payable	791		1,002
Total Current Liabilities	20,825		26,530
Long-term debt	30,302		23,691
Deferred credits and other noncurrent obligations	19,291		20,445
Noncurrent deferred income taxes	11,110		13,688
Noncurrent employee benefit plans	7,489		7,866
Total Liabilities*	$	89,017	$	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 June 30, 2020 and December 31, 2019)	1,832		1,832
Capital in excess of par value	17,297		17,265
Retained earnings	166,122		174,945
Accumulated other comprehensive losses	(4,750)		(4,990)
Deferred compensation and benefit plan trust	(240)		(240)
Treasury stock, at cost (575,408,748 and 560,508,479 shares at June 30, 2020 and December 31, 2019, respectively)	(46,143)		(44,599)
Total Chevron Corporation Stockholders’ Equity	134,118		144,213
Noncontrolling interests	268		995
Total Equity	134,386		145,208
Total Liabilities and Equity	$	223,403	$	237,428
___________________________
* Refer to Note 13, “Other Contingencies and Commitments” beginning on page 18.

See accompanying notes to consolidated financial statements.

5

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30
	2020		2019
	(Millions of dollars)
Operating Activities
Net Income (Loss)	$	(4,696)	$	6,932
Adjustments
Depreciation, depletion and amortization	11,005		8,428
Dry hole expense	845		123
Distributions less than income from equity affiliates	2,278		(1,287)
Net before-tax losses (gains) on asset retirements and sales	(598)		(97)
Net foreign currency effects	(19)		80
Deferred income tax provision	(2,547)		394
Net decrease (increase) in operating working capital	(373)		(279)
Decrease (increase) in long-term receivables	49		233
Net decrease (increase) in other deferred charges	(109)		(98)
Cash contributions to employee pension plans	(531)		(728)
Other	(502)		139
Net Cash Provided by Operating Activities	4,802		13,840
Investing Activities
Capital expenditures	(5,225)		(6,537)
Proceeds and deposits related to asset sales and returns of investment	1,852		937
Net maturities of (investments in) time deposits	—		950
Net sales (purchases) of marketable securities	(1)		2
Net repayment (borrowing) of loans by equity affiliates	(1,074)		(620)
Net Cash Used for Investing Activities	(4,448)		(5,268)
Financing Activities
Net borrowings (repayments) of short-term obligations	2,571		(189)
Proceeds from issuances of long-term debt	8,250		—
Repayments of long-term debt and other financing obligations	(3,820)		(3,863)
Cash dividends - common stock	(4,796)		(4,494)
Distributions to noncontrolling interests	(10)		(8)
Net sales (purchases) of treasury shares	(1,550)		(840)
Net Cash Provided by (Used for) Financing Activities	645		(9,394)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	(131)		32
Net Change in Cash, Cash Equivalents and Restricted Cash	868		(790)
Cash, Cash Equivalents and Restricted Cash at January 1	6,911		10,481
Cash, Cash Equivalents and Restricted Cash at June 30	$	7,779	$	9,691

See accompanying notes to consolidated financial statements.

6

CHEVRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

(Millions of dollars)					Accumulated		Treasury		Chevron Corp.		Non-
	Common		Retained		Other Comp.		Stock		Stockholders’		Controlling		Total
Three Months Ended June 30	Stock(1)		Earnings		Income (Loss)		(at cost)		Equity		Interests		Equity
Balance at March 31, 2019	$	18,738	$	181,387	$	(3,459)	$	(41,621)	$	155,045	$	1,073	$	156,118
Treasury stock transactions	38		—		—		—		38		—		38
Net income (loss)	—		4,305		—		—		4,305		(15)		4,290
Cash dividends	—		(2,250)		—		—		(2,250)		(2)		(2,252)
Stock dividends	—		—		—		—		—		—		—
Other comprehensive income	—		—		102		—		102		—		102
Purchases of treasury shares	—		—		—		(1,001)		(1,001)		—		(1,001)
Issuances of treasury shares	—		—		—		156		156		—		156
Other changes, net	—		—		—		—		—		—		—
Balance at June 30, 2019	$	18,776	$	183,442	$	(3,357)	$	(42,466)	$	156,395	$	1,056	$	157,451
Balance at March 31, 2020	$	18,867	$	176,113	$	(4,884)	$	(46,166)	$	143,930	$	984	$	144,914
Treasury stock transactions	22		—		—		—		22		—		22
Net income (loss)	—		(8,270)		—		—		(8,270)		(7)		(8,277)
Cash dividends	—		(2,394)		—		—		(2,394)		(5)		(2,399)
Stock dividends	—		—		—		—		—		—		—
Other comprehensive income	—		—		134		—		134		—		134
Purchases of treasury shares	—		—		—		—		—		—		—
Issuances of treasury shares	—		—		—		23		23		—		23
Other changes, net	—		673		—		—		673		(704)		(31)
Balance at June 30, 2020	$	18,889	$	166,122	$	(4,750)	$	(46,143)	$	134,118	$	268	$	134,386
Six Months Ended June 30
Balance at December 31, 2018	$	18,704	$	180,987	$	(3,544)	$	(41,593)	$	154,554	$	1,088	$	155,642
Treasury stock transactions	72		—		—		—		72		—		72
Net income (loss)	—		6,954		—		—		6,954		(22)		6,932
Cash dividends	—		(4,494)		—		—		(4,494)		(8)		(4,502)
Stock dividends	—		(1)		—		—		(1)		—		(1)
Other comprehensive income	—		—		187		—		187		—		187
Purchases of treasury shares	—		—		—		(1,539)		(1,539)		—		(1,539)
Issuances of treasury shares	—		—		—		666		666		—		666
Other changes, net	—		(4)		—		—		(4)		(2)		(6)
Balance at June 30, 2019	$	18,776	$	183,442	$	(3,357)	$	(42,466)	$	156,395	$	1,056	$	157,451
Balance at December 31, 2019	$	18,857	$	174,945	$	(4,990)	$	(44,599)	$	144,213	$	995	$	145,208
Treasury stock transactions	32		—		—		—		32