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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2010
Chevron Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-00368
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94-0890210 |
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
of incorporation)
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Identification No.) |
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6001 Bollinger Canyon Road, San Ramon, CA
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94583 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (925) 842-1000
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events
This Current Report on Form 8-K revises portions of the Annual Report on Form 10-K of Chevron
Corporation (the company) for the year ended December 31, 2009 to retrospectively reflect
subsequent changes in the companys operating segments.
The activities reported in the companys upstream and downstream operating segments have changed
effective January 1, 2010. Chemicals businesses are now reported as part of the downstream segment.
In addition, significant upstream-enabling operations, primarily a gas-to-liquids project and major
international export pipelines, have been reclassified from the downstream segment to the upstream
segment.
As a result of the changes described in the previous paragraph, descriptions of upstream and
downstream activities and discussions of segment earnings contained in Managements Discussion and
Analysis of Financial Condition and Results of Operations have been revised. In addition, the
following notes to the financial statements have also been revised:
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Note 1, Summary of Significant Accounting Policies references to operating segments
within the disclosures have been revised. |
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Note 8, Lease Commitments table revised to reflect the segment changes. |
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Note 11, Operating Segments and Geographic Data includes discussion of the segment
changes and revised tables. |
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Note 12, Investments and Advances table revised to reflect the segment changes. |
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Note 13, Properties, Plant and Equipment table revised to reflect the segment changes. |
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Note 22, Other Contingencies and Commitments discussion of environmental reserves by
segment revised. |
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Note 23, Asset Retirement Obligations references to operating segments within the
discussion have been revised. |
The exhibits included under Item 9.01 of this Current Report on Form 8-K revise the following
sections of the 2009 Annual Report on Form 10-K to reflect the subsequent change in our operating
segments:
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Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results
of Operations |
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Part II, Item 8, Financial Statements and Supplementary Data |
Part I, and the other items in Part II, of the companys 2009 Form 10-K have not been revised nor
included in this Form 8-K. The significant upstream-enabling operations that have been reclassified
from downstream to upstream were already described in Part I under the upstream operations they
support, as well as separately in the downstream section. Chemicals operations were described in a
separate section. The company believes deletion of duplicate disclosures of upstream-enabling
operations or the relocation of the separate description of Chemicals operations is not necessary
for investors to understand Chevrons businesses.
This Current Report on Form 8-K does not reflect events that occurred after February 25, 2010, the
date of the companys 2009 Annual Report on Form 10-K, and does not modify or update disclosures in
any way other than as required to reflect the effects of the changes to the companys reportable
segments described above. This filing does not purport to update the information contained in the
2009 Form 10-K for any information, uncertainties, transactions, risks, events or trends occurring,
or known to management. More current information is contained in the companys Form 10-Q for the
period ended March 31, 2010 and other current reports on Form 8-K filed subsequent to February 25,
2010.
Attached as Exhibit 101 to this Current Report are documents formatted in XBRL (Extensible Business
Reporting Language).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See Exhibits index included herewith.
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Current Report on Form 8-K of Chevron Corporation contains forward-looking statements relating
to Chevrons operations that are based on managements current expectations, estimates and
projections about the petroleum, chemicals and other energy-related industries. Words such as
anticipates, expects, intends, plans, targets, projects, believes, seeks,
schedules, estimates, budgets 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, some of which are beyond the companys
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 the
Annual Report on Form 10-K filed on February 25, 2010. 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; changing refining,
marketing and chemical margins; 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
equity affiliates; the inability or failure of the companys 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 companys net production or manufacturing facilities or
delivery/transportation networks due to war, accidents, political events, civil unrest, severe
weather or crude-oil production quotas that might be imposed by the Organization of Petroleum
Exporting Countries; the potential liability for remedial actions or assessments under existing or
future environmental regulations and litigation; significant investment or product changes under
existing or future environmental statutes, regulations and litigation; the potential liability
resulting from other pending or future litigation; the companys future acquisition or disposition
of assets and gains and losses from asset dispositions or impairments; government-mandated sales,
divestitures, recapitalizations, industry-specific taxes, changes in fiscal terms or restrictions
on scope of company operations; foreign-currency movements compared with the U.S. dollar; the
effects of changed accounting rules under generally accepted accounting principles promulgated by
rule-setting bodies; and the factors set forth under the heading Risk Factors on pages 30 through
32 in the 2009 Annual Report on Form 10-K. In addition, such statements could be affected by
general domestic and international economic and political conditions. Unpredictable or unknown
factors not discussed in this report could also have material adverse effects on forward-looking
statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 13, 2010
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CHEVRON CORPORATION |
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(REGISTRANT) |
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/s/ Matthew J. Foehr
Matthew J. Foehr, Vice President and Comptroller
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(Principal Accounting Officer and |
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Duly Authorized Officer) |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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23.1
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Consent of PricewaterhouseCoopers LLP |
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99.1
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Updated Items 7 and 8 of Part II of the Annual Report on Form 10-K
of Chevron Corporation for the year ended December 31, 2009 |
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101.INS*
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XBRL Instance Document |
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101.SCH*
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XBRL Schema Document |
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101.CAL*
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XBRL Calculation Linkbase Document |
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101.LAB*
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XBRL Label Linkbase Document |
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101.PRE*
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XBRL Presentation Linkbase Document |
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101.DEF*
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XBRL Definition Linkbase Document |
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* |
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Attached as Exhibit 101 to this report are documents formatted in XBRL (Extensible Business
Reporting Language). Users of this data are advised pursuant to Rule 406T of Regulation S-T that
the interactive data file is deemed not filed or part of a registration statement or prospectus for
purposes of section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of
section 18 of the Securities Exchange Act of 1934, and is otherwise not subject to liability under
these sections. The financial information contained in the XBRL-related documents is unaudited or
unreviewed. |