Chevron (CVX) 10-K risk factor changes: FY2024 vs FY2023

[removed: The most significant factor that affects the company’s results of operations is the price of crude oil, which can be influenced by general economic conditions and level of economic] growth, including low or negative growth; industry production and inventory levels; technology advancements, including those in pursuit of a lower carbon economy; production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries or other producers; weather-related damage and disruptions due to other natural or human causes beyond our control; competing fuel prices; geopolitical risks; the pace of energy transition; customer and consumer preferences and the use of [added: substitutes; and governmental regulations, policies and other actions regarding the development of oil and gas reserves, as well as greenhouse gas emissions and climate change.]

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An investment in the company carries significant exposure to fluctuations in global [added: prices of] crude [removed: oil prices.][added: oil, natural gas, and natural gas liquids.]

Extended periods of low prices for crude [removed: oil] [added: oil, natural gas, and natural gas liquids] can have a material adverse impact on the company’s results of operations, financial condition and liquidity.

In some cases, transferred liabilities, including for [removed: abandonment and] decommissioning of [added: previously] divested [removed: oil and gas] assets, have returned and may continue to return to the company when an acquirer of those assets subsequently [removed: declares bankruptcy.][added: defaults on the assumed transferred liabilities (e.g., bankruptcy).]

The company’s operations are therefore subject to disruption from natural or human causes beyond its control, including risks from hurricanes, severe storms, floods, heat waves, [added: and] other forms of severe [removed: weather, wildfires,] [added: weather; wildfires;] ambient temperature [removed: increases,] [added: increases;] sea level [removed: rise,] [added: rise;] war or other military conflicts such as the [removed: war between Israel and Hamas] [added: conflict in the Middle East] and the military conflict between Russia and [removed: Ukraine, accidents,] [added: Ukraine; accidents;] civil [removed: unrest,] [added: unrest;] political [removed: events, fires, earthquakes,] [added: events; fires; earthquakes;] system [removed: failures,] [added: failures;] cyber [removed: threats,] [added: threats;] terrorist [removed: acts] [added: acts;] and epidemic or pandemic diseases, some of which may be impacted by climate change and any of which could result in suspension of operations or harm to people or the natural environment.

Cyberattacks [removed: targeting] [added: and events affecting] Chevron’s operational technology networks or other digital infrastructure could have a material adverse impact on the company’s business and results of operations There are numerous and evolving risks to Chevron’s cybersecurity and privacy from cyber threat actors, including criminal hackers, state-sponsored intrusions, industrial espionage and employee malfeasance.

These cyber threat actors, whether internal or external to Chevron, are becoming more sophisticated and coordinated in their attempts to access the company’s information technology (IT) systems and data, including the IT systems of cloud providers and other third parties with whom the company conducts business through, without limitation, malicious software; data [removed: privacy] breaches by employees, insiders or others with authorized access; cyber or phishing-attacks; ransomware; attempts to gain unauthorized access to our data and systems; and other electronic security breaches.

The cyber risk landscape changes over time due to a variety of internal and external factors, [removed: including during political tensions, war or other military conflicts, or civil unrest.]

[added: Cyber threat actors could compromise the company’s operational technology networks or other] critical systems and infrastructure, resulting in disruptions to its business operations, injury to people, harm to the environment or its assets, disruptions in access to its financial reporting systems, or loss, misuse or corruption of its critical data and proprietary information, including without limitation its intellectual property and business information and that of its employees, customers, partners and other third parties.

Regardless of the precise method or form, [removed: cyber] events [added: affecting our networks or digital infrastructure] could result in significant financial losses, legal or regulatory violations, reputational harm, and legal liability and could ultimately have a material adverse effect on the company’s business and results of operations.

Chevron may not complete the acquisition of Hess Corporation within the time frame the company anticipates or at all, which could have adverse effects on Chevron The completion of the acquisition of Hess Corporation (Hess) is subject to a number of conditions, including [removed: regulatory approvals and] approval [removed: by Hess stockholders] of [added: any Guyanese governmental body, agency or authority that asserts its approval is required in connection with] the [removed: adoption] [added: transaction, which makes the completion and timing] of the [added: completion of the] merger [removed: agreement.][added: uncertain.]

[removed: Additionally,] Hess [removed: and Chevron have been engaged] [added: Guyana Exploration Limited (HGEL), a wholly owned subsidiary of Hess, is currently] in [removed: discussions] [added: arbitration] with [added: respect to the right of first refusal (Stabroek ROFR) contained in an operating agreement among HGEL, affiliates of] Exxon Mobil Corporation [added: (Exxon),] and China National Offshore Oil Corporation [added: (CNOOC)] regarding [removed: a right of first refusal provision in] the [removed: joint operating agreement for the] Stabroek Block offshore Guyana.

If [removed: these discussions do not result in an acceptable resolution and] [added: the] arbitration [removed: (if pursued)] does not result in a confirmation that [removed: such right of first refusal provision] [added: the Stabroek ROFR] is inapplicable to the merger, [added: and if Chevron, Hess, Exxon and/or CNOOC do not otherwise agree upon an acceptable resolution,] then there would be a failure of a closing condition under the [removed: Merger Agreement,] [added: merger agreement,] in which case the merger would not close.

[removed: Further, on] [added: On] December 7, 2023, Chevron and Hess each received a request for additional information and documentary materials (Second Request) from the Federal Trade Commission [removed: (FTC) in connection with the FTC’s review of the merger.][added: (FTC).]

Acquisitions may cause Chevron’s financial results to differ from the company’s expectations or the expectations of the investment community, the company may not achieve the anticipated benefits of the acquisition, and the acquisition may disrupt the company’s current plans or operations The success of [removed: prior acquisitions, such as PDC Energy, Inc. (PDC), and] the pending acquisition of Hess will depend, in part, on Chevron’s ability to successfully integrate [removed: each of] the [removed: businesses] [added: business] of [removed: PDC and] Hess and realize the anticipated benefits, including synergies.

Difficulties in integrating [removed: PDC and] Hess may result in the failure to realize anticipated synergies in the expected timeframes, in operational challenges, and in the diversion of management’s attention from ongoing business concerns, as well as in unforeseen expenses associated with the [removed: acquisitions,] [added: acquisition,] which may have an adverse impact on the company’s financial results.

For example, liability or delays could result from an accidental, unlawful discharge or from new conclusions about the effects of the company’s [added: current or former] operations [added: or products] on human health or the environment.

For information concerning some of the litigation in which the company is involved, see [Note 16 [removed: Litigation](#ib7903ee4cd7540d8ab5b70d4bf454edd_349).][added: Litigation](#ide8717194b4f4760a110dbf39ab1f2e5_364).]

As has occurred in the past, actions could be taken by governments to increase public ownership of the company’s partially or wholly owned businesses, to force contract renegotiations, or to impose additional [removed: taxes] [added: taxes, tariffs, royalties, fees, penalties] or [removed: royalties.][added: other costs.]

In [removed: certain] [added: a number of] locations, [added: including the European Union,] governments have proposed or imposed restrictions on the company’s operations, trade, currency exchange controls, burdensome taxes, and public disclosure requirements that might harm the company’s [removed: competitiveness] [added: competitiveness, return on investments,] or relations with other governments or third parties.

[removed: In addition, litigation or changes in national, state or local environmental regulations or laws, including those] designed to stop or impede the development or production of oil and gas, such as those related to the use of hydraulic fracturing or bans on drilling, or any law or regulation that impacts the demand for our products, could adversely affect the company’s current or anticipated future operations and profitability.

Chevron’s taxes in the jurisdictions where the company conducts business activities have been and may be adversely affected by changes in tax laws or regulations, including but not limited to, substantive changes in, reductions in, or the repeal or expiration [removed: of tax incentives, such as U.S. federal] [added: of,] tax [removed: incentives for biodiesel blending, which expire in 2024.][added: incentives.]

[added: The imposition of, or] increase in, such windfall profit taxes could adversely affect the company’s current or anticipated future operations and profitability.

For information concerning the company’s tax liabilities, see [Note 17 [removed: Taxes](#ib7903ee4cd7540d8ab5b70d4bf454edd_352)] [added: Taxes](#ide8717194b4f4760a110dbf39ab1f2e5_370)] and [Note 24 Other Contingencies and [removed: Commitments](#ib7903ee4cd7540d8ab5b70d4bf454edd_400).][added: Commitments](#ide8717194b4f4760a110dbf39ab1f2e5_418).]

For example, the company [removed: is currently subject to implemented programs] [added: operates] in [removed: certain jurisdictions,] [added: jurisdictions with developing or existing programs,] such as the Renewable Fuel Standard program in the U.S., California’s Cap-and-Trade Program and Low Carbon Fuel Standard, and [removed: newly approved] mandates such as the California Air Resources Board Advanced Clean Cars II regulations, as well as other indirect regulation of GHG emissions, which may, among other things, ban or restrict technologies or products that use the company’s products.

GHG emissions that may be directly regulated through such efforts include, among others, those associated with the company’s exploration and production of hydrocarbons; [removed: the upgrading of production from oil sands into synthetic oil;] power generation; the conversion of crude oil, natural gas and biofeedstocks into refined hydrocarbon products; the processing, liquefaction, and regasification of natural gas; the transportation of crude oil, natural gas, and other products; and customers’ and consumers’ use of the company’s hydrocarbon products.

Similar to any significant changes in the regulatory environment, climate change-related legislation, regulation, or other government actions may curtail [removed: profitability in oil and gas and lower carbon businesses,] [added: profitability,] as well as render the extraction of the company’s hydrocarbon resources economically infeasible.

The ultimate effect of international agreements; national, regional, and state legislation and regulation; and government and private actions related to GHG emissions and climate change on the company’s financial performance, and the timing of [added: these effects, will depend on a number of factors.]

Such factors include, among others, the sectors covered, the GHG emissions reductions required, [added: the use of] standardized carbon accounting, the extent to which Chevron would be able to receive, generate, [added: purchase,] or [removed: purchase] [added: retire] credits, the price and availability of credits and the extent to which the company is able to recover, or continue to recover, the costs incurred through the pricing of the company’s products in the competitive marketplace.

Further, the ultimate impact of GHG emissions and climate change-related agreements, legislation, regulation, and government actions on the company’s financial performance is highly uncertain because the company is unable to predict with certainty, for a multitude of individual jurisdictions, the outcome of political decision-making [removed: processes,] [added: processes and legal challenges,] including the actual laws and regulations enacted, the variables and trade-offs that inevitably occur in connection with such processes, and market conditions, including the responses of consumers to such changes.

[removed: Increasing attention] [added: Attention] to environmental, social, and governance (ESG) matters impacts our company [removed: Increasing attention] [added: Attention] to ESG matters, including those related to climate change and sustainability, [removed: increasing] [added: evolving] societal, investor and [removed: legislative] [added: governmental] pressure on companies to address ESG matters, and potential customer and consumer use of substitutes to Chevron’s products have resulted and may continue to result in changes to the portfolio and company activities, increased costs, reduced demand for our products, reduced profits, increased investigations and litigation or threats thereof, negative impacts on our stock price and access to capital markets, impaired participation in public discourse and debate by the company relating to mandatory and voluntary standards and regulations, and damage to our reputation.

For example, increasing attention to ESG matters, including climate change, [added: has resulted and] may result in [added: the future in shifting] demand [removed: shifts] for our hydrocarbon [removed: products] [added: products,] and [added: have resulted in] additional litigation and governmental investigations, or threats thereof, against the company.

Further, voluntary carbon-related and target-setting frameworks have [removed: developed, and continue to develop,] [added: been developed] that [added: may] limit the ability of certain sectors, including the oil and gas sector, from [removed: participating,] [added: accessing capital,] and may result in exclusion of the company’s equity [added: or debt] from being included as an investment option in portfolios.

In addition, some stakeholders, including some of our investors, have divergent and evolving views on our ESG-related strategies and priorities, vis-à-vis our lines of business, calling for focus on increased production of oil and gas products rather than [removed: new] [added: lower carbon] business lines and climate-related targets.

Additionally, evolving expectations on various ESG matters, including [added: human rights,] biodiversity, waste and water, have increased, and may continue to [removed: increase,] [added: increase] costs, require changes in how we operate and lead to negative stakeholder sentiment.

Our [removed: aspirations, targets] [added: ambitions] and disclosures related to ESG matters subject us to numerous risks that may negatively impact our reputation and stock price or result in other material adverse impacts to the company Chevron has [removed: announced an aspiration to achieve net zero Scope 1 and 2 emissions in upstream by 2050.][added: set a number of lower carbon-related ambitions, which may include aspirations, targets, guidance, objectives, metrics, and/or goals.]

The company also has set nearer-term GHG emission-related targets for [removed: zero routine flaring,] upstream carbon [removed: intensity,] [added: intensity] and portfolio carbon intensity.

[removed: These] [added: Chevron regularly evaluates its ambitions] and [removed: other aspirations, targets] [added: expects to change] or [removed: objectives reflect our current plans and] [added: eliminate some of these] aspirations, [added: targets,] and [removed: Chevron may change them] [added: other ambitions] for various reasons, including [removed: evolving] market conditions; [removed: changes in our] [added: its strategy or] portfolio; and financial, operational, [removed: regulatory,] [added: policy,] reputational, legal and other factors.

Our ability to achieve any [removed: aspiration, target or objective,] [added: ambition,] including with respect to climate-related initiatives, [removed: our lower carbon strategy] [added: including those] outlined in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, pages [removed: 34] [added: 35] through [removed: 36,] [added: 37,] and any [removed: lower carbon] new [removed: energy] businesses, is subject to numerous [removed: risks,] [added: risks and contingencies,] many of which are outside of [removed: our] [added: Chevron’s] control.

The most significant factor that affects the company’s results of operations are the prices of crude oil, natural gas, and natural gas liquids, which can be influenced by general economic conditions and level of economic

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including during organizational changes, relocating work to international geographies, or other corporate transactions; political tensions; war or other military conflicts; or civil unrest.

Our use of third-party software, services and support may also result in unintentional, non-malicious events or outages that affect our ability to operate critical business systems.

The arbitration merits hearing about the applicability of the Stabroek ROFR to the merger has been scheduled for May 2025, with a decision expected in approximately the following three months.

Following the FTC review of the transaction, on September 30, 2024, the FTC announced that a majority of the Commission voted to accept a consent agreement among the FTC,

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Chevron and Hess, resolving the concerns the FTC identified during its review of the transaction.

Chevron and Hess have taken and will continue to take appropriate steps to maintain our ability under the Hart-Scott-Rodino Act of 1976, as amended, to close the merger following satisfactory resolution of the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement.

Additionally, if any Guyanese governmental body, agency or authority of competent jurisdiction asserts that its approval is required as a result of the consequences of the merger in Guyana on Hess’ assets in Guyana (which has not occurred as of the filing date of this report), approval of such governmental body, agency or authority will become a condition to each party’s obligation to complete the merger.

A failure to complete the acquisition would mean that we will not realize the anticipated benefits of the transaction.

In addition, litigation or changes in national, state or local environmental regulations or laws, including those

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Additionally, some jurisdictions are in various stages of enacting or implementing legislation that imposes retroactive liability on estimated past GHG emissions by certain energy producers and refiners.

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In particular, Chevron has announced an aspiration to achieve net zero Scope 1 and 2 emissions in upstream by 2050.

Either of these circumstances may result in a lack of comparative data from period to period.

Our existing processes and controls may not align with evolving voluntary and mandatory standards for identifying, measuring, and reporting ESG metrics.

For example, Chevron’s methane intensity target is calculated based on Compendium of Greenhouse Gas Emissions Methodologies for the Oil and Natural Gas Industry (2021), which requires use of local regulatory reporting methodologies where applicable.

The U.S. EPA has adopted notable changes to reporting methodologies in its Greenhouse Gas Reporting Program (40 C.F.R. Part 98.230), which are applicable to Chevron’s U.S. operations.

We expect these adopted changes may increase our reported emissions in future years, and therefore, increase our reported methane intensity.

Our failure or

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substitutes; and governmental regulations, policies and other actions regarding the development of oil and gas reserves, as well as greenhouse gas emissions and climate change.

Cyber threat actors could compromise the company’s operational technology networks or other

For additional information, please see the section entitled “The Merger—Stabroek JOA” in Chevron’s preliminary registration statement on Form S-4 to be filed on February 26, 2024.

Issuance of the Second Request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, until 30 days after Chevron and Hess have substantially complied with the Second Request, unless that period is extended voluntarily by Chevron and Hess or terminated sooner by the FTC.

The imposition of, or

these effects, will depend on a number of factors.

Examples of such risks include: (1) sufficient and substantial advances in technology, including the

The index to Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in the [Financial Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_199).][added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_208).]

The company’s discussion of interest rate, foreign currency and commodity price market risk is contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations — [Financial and Derivative [removed: Instruments](#ib7903ee4cd7540d8ab5b70d4bf454edd_241)] [added: Instruments](#ide8717194b4f4760a110dbf39ab1f2e5_253)] and in [Note 10 Financial and Derivative [removed: Instruments](#ib7903ee4cd7540d8ab5b70d4bf454edd_325).][added: Instruments](#ide8717194b4f4760a110dbf39ab1f2e5_337).]

Chevron [removed: Corporation,*] [added: Corporation1,] 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, producing and transporting crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; carbon capture and [removed: storage,] [added: storage;] and a gas-to-liquids plant.

Downstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil, refined [removed: products,] [added: products] and lubricants; manufacturing and marketing of renewable fuels; transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity petrochemicals, plastics for industrial uses and fuel and lubricant additives.

A list of the company’s significant subsidiaries is presented in [Exhibit [removed: 21.1](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/cvx12312023ex211.htm).][added: 21.1](https://www.sec.gov/Archives/edgar/data/93410/000009341025000009/cvx12312024ex211.htm).]

Prices for crude oil, natural gas, liquefied natural [removed: gas,] [added: gas (LNG),] petroleum products and petrochemicals are generally determined by supply and demand.

Refer to [Business Environment and [removed: Outlook](#ib7903ee4cd7540d8ab5b70d4bf454edd_208)] [added: Outlook](#ide8717194b4f4760a110dbf39ab1f2e5_217)] 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.

We are [removed: building on] [added: leveraging] our capabilities, assets and customer relationships as we aim to lead in lower carbon intensity oil, products and natural gas, as well as advance new products and solutions that reduce the carbon emissions of major industries.

We aim to grow our oil and gas business, lower the carbon intensity of our operations and grow [removed: lower carbon] [added: new] businesses in renewable fuels, carbon capture and offsets, [removed: hydrogen] [added: hydrogen, power generation for data centers,] and [removed: other] emerging technologies.

[removed: 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).

[removed: *] [added: 1] 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.

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Chevron [removed: invests] [added: leadership is accountable for investing] in [removed: its workforce] [added: the company’s people] and [removed: culture,] [added: culture] with the objective of engaging employees to develop their full potential to [added: help] deliver energy solutions and enable human progress.

The following table summarizes the number of Chevron employees by [removed: gender,] [added: sex,] where data is available, and by region as of December 31, [removed: 2023.][added: 2024.]

| | | | Female | | | | | | Male | | | | | | [removed: Gender data] [added: Data] not available* | | | | | | Total Employees | | | | | |

| Other Americas | | | [removed: 1,122] [added: 1,175] | | | [removed: 29] [added: 30] | | % | [removed: 2,740] [added: 2,689] | | | [removed: 71] [added: 69] | | % | [removed: 12] [added: 10] | | | — | | % | 3,874 | | | [removed: 8] [added: 9] | | % |

| Total Non-Service Station Employees | | | [removed: 11,000] [added: 10,907] | | | 27 | | % | [removed: 29,138] [added: 28,762] | | | 72 | | % | [removed: 74] [added: 73] | | | — | | % | [removed: 40,212] [added: 39,742] | | | 88 | | % |

* Includes employees where [removed: gender] data was not collected or employee chose not to [removed: disclose gender.][added: disclose.]

The company’s approach to attracting, developing and retaining a global, diverse workforce of high-performing talent is anchored [removed: in a long-term employment model that fosters] [added: by] an environment of personal growth and engagement.

The company recruits new employees in [removed: part] [added: a variety of ways, including] through partnerships with universities and diversity associations.

Chevron’s learning and development programs are designed to help employees [removed: achieve their full potential by building] [added: build] technical, operating and leadership capabilities.

The company’s leadership [removed: regularly] reviews metrics on employee training and development programs, which are refined on an ongoing basis to meet the needs of [removed: our] [added: the] business.

In addition, leadership [removed: regularly] reviews the talent pipeline, identifies and develops succession candidates, and builds succession plans for key positions.

Management routinely reviews the retention of its professional population, [removed: which includes] executives, all levels of management, and the majority of its regular employee population.

The voluntary attrition for this population in [removed: 2023] [added: 2024] was [removed: 2.9] [added: 3.1] percent, [removed: a decrease from five-year] [added: in line with] historical rates.

Chevron believes its low voluntary attrition rate is in part a result of the company’s commitment to employee development, [removed: its long-term employment model,] competitive pay and benefits, and [removed: its] culture.

Chevron believes human ingenuity [removed: has the power] [added: is best able] to solve difficult problems when [removed: diverse people, ideas and] [added: people with different ideas,] experiences [removed: come] [added: and backgrounds work] together in an inclusive environment.

The [removed: company has 11 employee networks (voluntary groups of employees and allies that come together based on shared identity or interests) and a] Chairman’s Inclusion [removed: Council, which] [added: Council] provides [removed: the] employee network presidents with a direct line of communication to the Chairman and Chief Executive Officer, the Chief Human Resources Officer, the Chief Diversity and Inclusion Officer, and the executive leadership team to [removed: collaborate and] discuss how employee networks can [added: help] reinforce the company’s values [removed: of diversity] and [removed: inclusion.][added: achieve its business objectives.]

Our surveys indicate high levels of employee [removed: engagement.][added: engagement compared to our industry.]

The upstream and downstream activities of the company and its equity affiliates are widely dispersed geographically, with operations and [removed: projects*] [added: projects2] in North America, South America, Europe, Africa, Asia and Australia.

Tabulations of segment [removed: sales and other operating revenues, earnings, assets, and] income [removed: taxes] [added: statements] for the three years [removed: ending] [added: ended] December 31, [removed: 2023,] [added: 2024,] and assets as of the end of [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] — for the United States and the company’s international geographic areas — are in [Note 14 Operating Segments and Geographic [removed: Data](#ib7903ee4cd7540d8ab5b70d4bf454edd_340)] [added: Data](#ide8717194b4f4760a110dbf39ab1f2e5_355)] to the Consolidated Financial Statements.

Similar comparative data for the company’s investments in and income from equity affiliates and property, plant and equipment are in [Note 15 Investments and [removed: Advances](#ib7903ee4cd7540d8ab5b70d4bf454edd_343)] [added: Advances](#ide8717194b4f4760a110dbf39ab1f2e5_358)] and [Note 18 Property, Plant and [removed: Equipment](#ib7903ee4cd7540d8ab5b70d4bf454edd_355).][added: Equipment](#ide8717194b4f4760a110dbf39ab1f2e5_373).]

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the company’s [Capital [removed: Expenditures](#ib7903ee4cd7540d8ab5b70d4bf454edd_229).][added: Expenditures](#ide8717194b4f4760a110dbf39ab1f2e5_241).]

Refer to [Table [removed: V](#ib7903ee4cd7540d8ab5b70d4bf454edd_466)] [added: V](#ide8717194b4f4760a110dbf39ab1f2e5_484)] for a tabulation of the company’s proved reserves by geographic [removed: area, at the beginning of 2021 and at] [added: area for] each year-end from [removed: 2021] [added: 2022] through [removed: 2023.][added: 2024.]

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, [removed: 2023,] [added: 2024,] are summarized in the discussion for Table V.

At December 31, [removed: 2023, 38] [added: 2024, 41] percent of the company’s net proved oil-equivalent reserves were located in the United States, [removed: 15] [added: 16] percent were located in Australia and 13 percent were located in Kazakhstan.

The net proved reserve balances at the end of each of the three years [removed: 2021] [added: 2022] through [removed: 2023] [added: 2024] are shown in the following table:

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Consolidated Companies | | | [removed: 3,770] [added: 3,027] | | | | | | [removed: 3,868] [added: 3,770] | | | | | | [removed: 3,821] [added: 3,868] | | | | | |

| Affiliated Companies | | | [removed: 1,007] [added: 889] | | | | | | [removed: 1,129] [added: 1,007] | | | | | | [removed: 1,254] [added: 1,129] | | | | | |

| Total Crude Oil, Condensate and Synthetic Oil | | | [removed: 4,777] [added: 3,916] | | | | | | [removed: 4,997] [added: 4,777] | | | | | | [removed: 5,075] [added: 4,997] | | | | | |

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

| | | | At December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | 5,556 | | | 26 | | % | 15,751 | | | 74 | | % | 19 | | | — | | % | 21,326 | | | 47 | | % |

| Africa | | | 623 | | | 16 | | % | 3,189 | | | 84 | | % | 4 | | | — | | % | 3,816 | | | 8 | | % |

| Asia | | | 2,577 | | | 36 | | % | 4,476 | | | 63 | | % | 13 | | | — | | % | 7,066 | | | 16 | | % |

| Australia | | | 542 | | | 26 | | % | 1,550 | | | 74 | | % | 3 | | | — | | % | 2,095 | | | 5 | | % |

| Europe | | | 434 | | | 28 | | % | 1,107 | | | 71 | | % | 24 | | | 2 | | % | 1,565 | | | 3 | | % |

| Service Station Employees | | | 2,545 | | | 46 | | % | 2,372 | | | 43 | | % | 639 | | | 12 | | % | 5,556 | | | 12 | | % |

| Total Employees | | | 13,452 | | | 30 | | % | 31,134 | | | 69 | | % | 712 | | | 2 | | % | 45,298 | | | 100 | | % |

Chevron invests in developing and upskilling employees, including things such as tailored generative AI training for leaders, practitioners and the broader workforce.

In addition, the company offers the Digital Scholar Program, preparing employees with advanced technology skills through one-year Master of Science degrees in Engineering and Management.

| | | | | | | [Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7) | | |

The company has 11 employee networks (voluntary groups open to all employees with shared interests).

Diversity and inclusion at Chevron means zero tolerance for discrimination based on race, sex or other protected characteristics, and a deep respect for the cultures in which we operate.

Chevron rejects the use of quotas and focuses on removing barriers to equal opportunity, fostering diversity, and ensuring that selection decisions are based on merit.

| | | | | | | [Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7) | | |

The company’s proved reserves at year-end 2024 were approximately 9.8 billion barrels of oil-equivalent (BOE).

The largest reductions from year-end 2023 were from record production and the sale of assets in Canada, and the largest additions were from extensions and discoveries in the Permian and DJ Basins.

| | | | | | | [Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7) | | |

| | | | At December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| United States | | | 35,135 | | | | | | 24,099 | | | 2,110 | | | | | | 1,758 | | | | | |

| Other Americas | | | 1,277 | | | | | | 752 | | | — | | | | | | — | | | | | |

| Africa | | | 1,679 | | | | | | 653 | | | 48 | | | | | | 18 | | | | | |

| Asia | | | 1,699 | | | | | | 807 | | | 1,309 | | | | | | 405 | | | | | |

| Affiliates2 | | | 1,510 | | | | | | 595 | | | — | | | | | | — | | | | | |

| United States | | | 4,294 | | | | | | 3,700 | | | | | | 4,273 | | | | | | 2,856 | | | | | | 8,567 | | | | | | 6,556 | | | | | |

| Other Americas | | | 16,503 | | | | | | 11,078 | | | | | | 920 | | | | | | 232 | | | | | | 17,423 | | | | | | 11,310 | | | | | |

| Africa | | | 13,433 | | | | | | 7,098 | | | | | | 1,320 | | | | | | 530 | | | | | | 14,753 | | | | | | 7,628 | | | | | |

| Asia | | | 13,373 | | | | | | 7,440 | | | | | | 934 | | | | | | 363 | | | | | | 14,307 | | | | | | 7,803 | | | | | |

| Australia | | | 3,384 | | | | | | 2,628 | | | | | | 2,246 | | | | | | 899 | | | | | | 5,630 | | | | | | 3,527 | | | | | |

| Total Consolidated Companies | | | 51,093 | | | | | | 31,965 | | | | | | 9,705 | | | | | | 4,882 | | | | | | 60,798 | | | | | | 36,847 | | | | | |

| Affiliates3 | | | 693 | | | | | | 287 | | | | | | 111 | | | | | | 51 | | | | | | 804 | | | | | | 338 | | | | | |

| Total Including Affiliates | | | 51,786 | | | | | | 32,252 | | | | | | 9,816 | | | | | | 4,933 | | | | | | 61,602 | | | | | | 37,185 | | | | | |

| | | | | | | [Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Indonesia5 | | | — | | | 3 | | | | | | — | | | 1 | | | | | | — | | | — | | | | | | — | | | 11 | | | | | | | | | | | | | | | | | | | | |

| Israel | | | 100 | | | 95 | | | | | | 1 | | | 1 | | | | | | — | | | — | | | | | | 592 | | | 566 | | | | | | | | | | | | | | | | | | | | |

| Myanmar6 | | | 4 | | | 15 | | | | | | — | | | — | | | | | | — | | | — | | | | | | 22 | | | 87 | | | | | | | | | | | | | | | | | | | | |

________________________________________________________

The company hires, develops, and strives to retain a diverse workforce of high-performing talent, and fosters a culture that values diversity, inclusion and employee engagement.

Chevron leadership is accountable for the company’s investment in people and the company’s culture.

| | | | At December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | 5,713 | | | 26 | | % | 15,905 | | | 74 | | % | 20 | | | — | | % | 21,638 | | | 47 | | % |

| Africa | | | 611 | | | 16 | | % | 3,209 | | | 84 | | % | 3 | | | — | | % | 3,823 | | | 8 | | % |

| Asia | | | 2,550 | | | 36 | | % | 4,608 | | | 64 | | % | 16 | | | — | | % | 7,174 | | | 16 | | % |

| Australia | | | 562 | | | 26 | | % | 1,574 | | | 74 | | % | 4 | | | — | | % | 2,140 | | | 5 | | % |

| Europe | | | 442 | | | 28 | | % | 1,102 | | | 71 | | % | 19 | | | 1 | | % | 1,563 | | | 3 | | % |

| Service Station Employees | | | 2,392 | | | 44 | | % | 2,011 | | | 37 | | % | 985 | | | 18 | | % | 5,388 | | | 12 | | % |

| Total Employees | | | 13,392 | | | 29 | | % | 31,149 | | | 68 | | % | 1,059 | | | 2 | | % | 45,600 | | | 100 | | % |

Chevron also believes inclusive leadership development enhances performance and innovation.

To that end, the company offers numerous leadership development programs, such as the Global Women’s Leadership Development Program and Transformational Leadership for Multicultural Women, which are designed to provide forums for discussion of potential headwinds, promote professional growth, and foster a more inclusive work environment.

The company also strives to build an inclusive environment through innovative programs such as the company’s MARC (Men Advocating Real Change) program launched in 2017, in partnership with the non-profit organization Catalyst, which is designed to facilitate discussions on gender equity in the workplace.

MARC is active in over 35 Chevron locations on six continents around the world, with over 5,000 participants since inception.

The success and impact of MARC led to the creation of Elevate in 2020, a program that seeks to take the inclusion dialogue beyond gender.

Across many of its selection processes, the company continues to use specially trained company leaders as inclusion counselors, who help challenge group think and unconscious biases and provide outside perspectives when hiring for a position.

The company also aims to support a diverse and inclusive supply chain that is reflective of the communities where we operate.

We believe that a diverse supply chain contributes to our success and growth.

The company maintains long-standing partnerships with non-profit organizations, including the National Minority Supplier Development Council, Women’s Business Enterprise National Council, National LGBT Chamber of Commerce and Disability:IN, that have helped many diverse businesses grow.

The company’s survey frequency enables the company to understand employee sentiment throughout the year and gain insights into employee well-being.

| | | | At December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| United States | | | 36,547 | | | | | | 26,111 | | | 2,731 | | | | | | 2,092 | | | | | |

| Other Americas | | | 1,231 | | | | | | 741 | | | 284 | | | | | | 189 | | | | | |

| Africa | | | 1,645 | | | | | | 643 | | | 47 | | | | | | 18 | | | | | |

| Asia | | | 1,910 | | | | | | 855 | | | 1,366 | | | | | | 414 | | | | | |

| Affiliates2 | | | 1,608 | | | | | | 586 | | | — | | | | | | — | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| United States | | | 4,168 | | | | | | 3,665 | | | | | | 4,147 | | | | | | 2,763 | | | | | | 8,315 | | | | | | 6,428 | | | | | |

| Other Americas | | | 15,508 | | | | | | 9,049 | | | | | | 1,020 | | | | | | 228 | | | | | | 16,528 | | | | | | 9,277 | | | | | |

| Africa | | | 10,986 | | | | | | 5,275 | | | | | | 1,273 | | | | | | 551 | | | | | | 12,259 | | | | | | 5,826 | | | | | |

| Asia | | | 19,723 | | | | | | 10,050 | | | | | | 1,102 | | | | | | 425 | | | | | | 20,825 | | | | | | 10,475 | | | | | |

| Australia | | | 2,814 | | | | | | 1,913 | | | | | | 2,067 | | | | | | 814 | | | | | | 4,881 | | | | | | 2,727 | | | | | |

| Total Consolidated Companies | | | 53,305 | | | | | | 29,973 | | | | | | 9,621 | | | | | | 4,783 | | | | | | 62,926 | | | | | | 34,756 | | | | | |

| Affiliates3 | | | 694 | | | | | | 288 | | | | | | 110 | | | | | | 50 | | | | | | 804 | | | | | | 338 | | | | | |

| Total Including Affiliates | | | 53,999 | | | | | | 30,261 | | | | | | 9,731 | | | | | | 4,833 | | | | | | 63,730 | | | | | | 35,094 | | | | | |

| Indonesia4 | | | 3 | | | 3 | | | | | | 1 | | | 1 | | | | | | — | | | — | | | | | | 11 | | | 18 | | | | | |

| Israel | | | 95 | | | 101 | | | | | | 1 | | | 1 | | | | | | — | | | — | | | | | | 566 | | | 602 | | | | | |

| Kurdistan Region of Iraq | | | — | | | 1 | | | | | | — | | | 1 | | | | | | — | | | — | | | | | | — | | | — | | | | | |

Resolution of [removed: these] [added: the] alleged violations [removed: will] [added: may] result in the payment of a civil penalty of [removed: $20 million.][added: $1.0 million or more.]

Resolution of the alleged violations [removed: will] [added: may] result in the payment of a civil penalty of $1.0 million or more.

[removed: The Pasadena refinery is currently negotiating a potential resolution that] [added: Resolution of the violation] may result in the payment of a civil penalty of $1.0 million or more.

Please see information related to other legal proceedings in [Note 16 [removed: Litigation](#ib7903ee4cd7540d8ab5b70d4bf454edd_349).][added: Litigation](#ide8717194b4f4760a110dbf39ab1f2e5_364).]

As previously disclosed, on May 20, 2024, the New Mexico Environment Department issued a Notice of Violation (NOV) to Chevron for alleged violations of state and federal regulations of air quality between October 2022 and September 2023 at different Chevron facilities in New Mexico.

On May 26, 2023, Chevron’s refinery in El Segundo, California notified the U.S. EPA that it had inadvertently overstated the number of biofuel credits generated by co-processing in 2022 in violation of the Renewable Fuel Standard program.

The parties began negotiating a resolution of the violation in October 2024.

On October 31, 2024, California’s Bay Area Air District (formerly Bay Area Air Quality Management District) issued two NOVs for the alleged noncompliance with permit conditions that governed operation of certain equipment associated with low-NOx burners at the thermal oxidizers and stack gas heaters for sulfur recovery units 1 & 2 at Chevron’s refinery in Richmond, California.

As previously disclosed, in April 2015, Noble Energy, Inc. (Noble) entered into a joint consent decree (Consent Decree) with the United States Department of Justice, the U.S. EPA, and the State of Colorado to improve emission control systems at a number of condensate storage tanks within the Denver-Julesburg (DJ) Basin.

The associated civil penalty was paid by Noble previously, and Chevron paid $1.5 million in stipulated penalties for noncompliance with the Consent Decree in August 2024.

On December 20, 2024, the parties entered a joint stipulation terminating the Consent Decree, which was approved by the U.S. District Court.

Accordingly, the Consent Decree has been terminated and no outstanding obligations remain.

As previously disclosed, Chevron received correspondence from California’s Bay Area Air Quality Management District (BAAQMD) seeking to resolve certain Notices of Violation (NOVs) related to alleged violations that occurred at Chevron’s refinery in Richmond, California, between 2019 and 2022.

The parties negotiated a resolution of the NOVs, including additional NOVs from the first half of 2023, in a settlement effective February 12, 2024.

As previously disclosed, the California Department of Fish and Wildlife, Office of Spill Prevention and Response (CDFW, OSPR) issued a Complaint - NOV to Chevron for alleged violations related to oil spills and impacted habitat and species occurring between January 2018 and May 2022 at different Chevron fields within Kern County, California.

Chevron is negotiating a potential resolution of the NOVs with CDFW, OSPR.

As previously disclosed, the California Department of Conservation, California Geologic Energy Management Division (CalGEM) (previously known as the Division of Oil, Gas and Geothermal Resources) promulgated revised rules pursuant to the Underground Injection Control program that took effect April 1, 2019.

Subsequent to that date, CalGEM issued NOVs and two orders to Chevron related to seeps that occurred in the Cymric Oil Field in Kern County, California.

An October 2, 2019 CalGEM order seeks a civil penalty of approximately $2.7 million.

Chevron has filed an appeal of this order.

Chevron is currently in discussions with CalGEM regarding a settlement to resolve the order and all past and present seeps in the Cymric Field, which will increase the amount of penalty paid.

On March 17, 2022, the Texas Commission on Environmental Quality and Harris County, Texas filed a civil lawsuit alleging violations of the Texas Clean Air Act in connection with a fire at Chevron’s Pasadena, Texas refinery.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Registrant’s telephone number, including area code [removed: (925) 842-1000][added: (832) 854-1000]

Yes [removed: o No] þ [added: No o]

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 — [removed: $293.8] [added: $286.1] billion (As of June [removed: 30, 2023)][added: 28, 2024)]

Number of Shares of Common Stock outstanding as of February [removed: 9, 2024] [added: 7, 2025] — [removed: 1,857,269,160][added: 1,760,598,537]

Notice of the [removed: 2024] [added: 2025] Annual Meeting and [removed: 2024] [added: 2025] Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders (in Part III)

| | | | [General Development of [removed: Business](#ib7903ee4cd7540d8ab5b70d4bf454edd_25)] [added: Business](#ide8717194b4f4760a110dbf39ab1f2e5_25)] | | | [removed: [3](#ib7903ee4cd7540d8ab5b70d4bf454edd_25)] [added: [3](#ide8717194b4f4760a110dbf39ab1f2e5_25)] | | | | | |

| | | | [Description of Business and [removed: Properties](#ib7903ee4cd7540d8ab5b70d4bf454edd_34)] [added: Properties](#ide8717194b4f4760a110dbf39ab1f2e5_34)] | | | [removed: [6](#ib7903ee4cd7540d8ab5b70d4bf454edd_34)] [added: [6](#ide8717194b4f4760a110dbf39ab1f2e5_34)] | | | | | |

| | | | [Other [removed: Businesses](#ib7903ee4cd7540d8ab5b70d4bf454edd_109)] [added: Businesses](#ide8717194b4f4760a110dbf39ab1f2e5_109)] | | | [removed: [19](#ib7903ee4cd7540d8ab5b70d4bf454edd_109)] [added: [19](#ide8717194b4f4760a110dbf39ab1f2e5_109)] | | | | | |

| [removed: [1A.](#ib7903ee4cd7540d8ab5b70d4bf454edd_121)] [added: [1A.](#ide8717194b4f4760a110dbf39ab1f2e5_124)] | | | [Risk [removed: Factors](#ib7903ee4cd7540d8ab5b70d4bf454edd_121)] [added: Factors](#ide8717194b4f4760a110dbf39ab1f2e5_124)] | | | [removed: [20](#ib7903ee4cd7540d8ab5b70d4bf454edd_121)] [added: [20](#ide8717194b4f4760a110dbf39ab1f2e5_124)] | | | | | |

| [removed: [1B.](#ib7903ee4cd7540d8ab5b70d4bf454edd_124)] [added: [1B.](#ide8717194b4f4760a110dbf39ab1f2e5_127)] | | | [Unresolved Staff [removed: Comments](#ib7903ee4cd7540d8ab5b70d4bf454edd_124)] [added: Comments](#ide8717194b4f4760a110dbf39ab1f2e5_127)] | | | [removed: [26](#ib7903ee4cd7540d8ab5b70d4bf454edd_124)] [added: [27](#ide8717194b4f4760a110dbf39ab1f2e5_127)] | | | | | |

| [removed: [4.](#ib7903ee4cd7540d8ab5b70d4bf454edd_133)] [added: [4.](#ide8717194b4f4760a110dbf39ab1f2e5_139)] | | | [Mine Safety [removed: Disclosures](#ib7903ee4cd7540d8ab5b70d4bf454edd_133)] [added: Disclosures](#ide8717194b4f4760a110dbf39ab1f2e5_139)] | | | [removed: [28](#ib7903ee4cd7540d8ab5b70d4bf454edd_133)] [added: [29](#ide8717194b4f4760a110dbf39ab1f2e5_139)] | | | | | |

| [removed: [5.](#ib7903ee4cd7540d8ab5b70d4bf454edd_139)] [added: [5.](#ide8717194b4f4760a110dbf39ab1f2e5_145)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib7903ee4cd7540d8ab5b70d4bf454edd_139)] [added: Securities](#ide8717194b4f4760a110dbf39ab1f2e5_145)] | | | [removed: [29](#ib7903ee4cd7540d8ab5b70d4bf454edd_139)] [added: [30](#ide8717194b4f4760a110dbf39ab1f2e5_145)] | | | | | |

| [removed: [7.](#ib7903ee4cd7540d8ab5b70d4bf454edd_145)] [added: [7.](#ide8717194b4f4760a110dbf39ab1f2e5_151)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib7903ee4cd7540d8ab5b70d4bf454edd_145)] [added: Operations](#ide8717194b4f4760a110dbf39ab1f2e5_151)] | | | [removed: [29](#ib7903ee4cd7540d8ab5b70d4bf454edd_145)] [added: [30](#ide8717194b4f4760a110dbf39ab1f2e5_151)] | | | | | |

| [removed: [7A.](#ib7903ee4cd7540d8ab5b70d4bf454edd_148)] [added: [7A.](#ide8717194b4f4760a110dbf39ab1f2e5_154)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib7903ee4cd7540d8ab5b70d4bf454edd_148)] [added: Risk](#ide8717194b4f4760a110dbf39ab1f2e5_154)] | | | [removed: [29](#ib7903ee4cd7540d8ab5b70d4bf454edd_148)] [added: [30](#ide8717194b4f4760a110dbf39ab1f2e5_154)] | | | | | |

| [removed: [8.](#ib7903ee4cd7540d8ab5b70d4bf454edd_151)] [added: [8.](#ide8717194b4f4760a110dbf39ab1f2e5_157)] | | | [Financial Statements and Supplementary [removed: Data](#ib7903ee4cd7540d8ab5b70d4bf454edd_151)] [added: Data](#ide8717194b4f4760a110dbf39ab1f2e5_157)] | | | [removed: [29](#ib7903ee4cd7540d8ab5b70d4bf454edd_151)] [added: [30](#ide8717194b4f4760a110dbf39ab1f2e5_157)] | | | | | |

| [removed: [9.](#ib7903ee4cd7540d8ab5b70d4bf454edd_154)] [added: [9.](#ide8717194b4f4760a110dbf39ab1f2e5_160)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ib7903ee4cd7540d8ab5b70d4bf454edd_154)] [added: Disclosure](#ide8717194b4f4760a110dbf39ab1f2e5_160)] | | | [removed: [29](#ib7903ee4cd7540d8ab5b70d4bf454edd_154)] [added: [30](#ide8717194b4f4760a110dbf39ab1f2e5_160)] | | | | | |

| [removed: [9A.](#ib7903ee4cd7540d8ab5b70d4bf454edd_157)] [added: [9A.](#ide8717194b4f4760a110dbf39ab1f2e5_163)] | | | [Controls and [removed: Procedures](#ib7903ee4cd7540d8ab5b70d4bf454edd_157)] [added: Procedures](#ide8717194b4f4760a110dbf39ab1f2e5_163)] | | | [removed: [29](#ib7903ee4cd7540d8ab5b70d4bf454edd_157)] [added: [30](#ide8717194b4f4760a110dbf39ab1f2e5_163)] | | | | | |

| [removed: [9B.](#ib7903ee4cd7540d8ab5b70d4bf454edd_169)] [added: [9B.](#ide8717194b4f4760a110dbf39ab1f2e5_175)] | | | [Other [removed: Information](#ib7903ee4cd7540d8ab5b70d4bf454edd_169)] [added: Information](#ide8717194b4f4760a110dbf39ab1f2e5_175)] | | | [removed: [30](#ib7903ee4cd7540d8ab5b70d4bf454edd_169)] [added: [31](#ide8717194b4f4760a110dbf39ab1f2e5_175)] | | | | | |

| [removed: [9C](#ib7903ee4cd7540d8ab5b70d4bf454edd_172).] [added: [9C](#ide8717194b4f4760a110dbf39ab1f2e5_181).] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib7903ee4cd7540d8ab5b70d4bf454edd_172)] [added: Inspections](#ide8717194b4f4760a110dbf39ab1f2e5_181)] | | | [removed: [30](#ib7903ee4cd7540d8ab5b70d4bf454edd_169)] [added: [31](#ide8717194b4f4760a110dbf39ab1f2e5_175)] | | | | | |

| [removed: [10.](#ib7903ee4cd7540d8ab5b70d4bf454edd_178)] [added: [10.](#ide8717194b4f4760a110dbf39ab1f2e5_187)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib7903ee4cd7540d8ab5b70d4bf454edd_178)] [added: Governance](#ide8717194b4f4760a110dbf39ab1f2e5_187)] | | | [removed: [31](#ib7903ee4cd7540d8ab5b70d4bf454edd_178)] [added: [32](#ide8717194b4f4760a110dbf39ab1f2e5_187)] | | | | | |

| [removed: [11.](#ib7903ee4cd7540d8ab5b70d4bf454edd_184)] [added: [11.](#ide8717194b4f4760a110dbf39ab1f2e5_193)] | | | [Executive [removed: Compensation](#ib7903ee4cd7540d8ab5b70d4bf454edd_184)] [added: Compensation](#ide8717194b4f4760a110dbf39ab1f2e5_193)] | | | [removed: [32](#ib7903ee4cd7540d8ab5b70d4bf454edd_184)] [added: [32](#ide8717194b4f4760a110dbf39ab1f2e5_193)] | | | | | |

| [removed: [12.](#ib7903ee4cd7540d8ab5b70d4bf454edd_187)] [added: [12.](#ide8717194b4f4760a110dbf39ab1f2e5_196)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib7903ee4cd7540d8ab5b70d4bf454edd_187)] [added: Matters](#ide8717194b4f4760a110dbf39ab1f2e5_196)] | | | [removed: [32](#ib7903ee4cd7540d8ab5b70d4bf454edd_187)] [added: [33](#ide8717194b4f4760a110dbf39ab1f2e5_196)] | | | | | |

| [removed: [13.](#ib7903ee4cd7540d8ab5b70d4bf454edd_190)] [added: [13.](#ide8717194b4f4760a110dbf39ab1f2e5_199)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib7903ee4cd7540d8ab5b70d4bf454edd_190)] [added: Independence](#ide8717194b4f4760a110dbf39ab1f2e5_199)] | | | [removed: [32](#ib7903ee4cd7540d8ab5b70d4bf454edd_190)] [added: [33](#ide8717194b4f4760a110dbf39ab1f2e5_199)] | | | | | |

| [removed: [14.](#ib7903ee4cd7540d8ab5b70d4bf454edd_193)] [added: [14.](#ide8717194b4f4760a110dbf39ab1f2e5_202)] | | | [Principal Accountant Fees and [removed: Services](#ib7903ee4cd7540d8ab5b70d4bf454edd_193)] [added: Services](#ide8717194b4f4760a110dbf39ab1f2e5_202)] | | | [removed: [32](#ib7903ee4cd7540d8ab5b70d4bf454edd_193)] [added: [33](#ide8717194b4f4760a110dbf39ab1f2e5_202)] | | | | | |

| [removed: [15.](#ib7903ee4cd7540d8ab5b70d4bf454edd_493)] [added: [15.](#ide8717194b4f4760a110dbf39ab1f2e5_511)] | | | [removed: [Exhibit](#ib7903ee4cd7540d8ab5b70d4bf454edd_493) [and](#ib7903ee4cd7540d8ab5b70d4bf454edd_493)] [added: [Exhibit](#ide8717194b4f4760a110dbf39ab1f2e5_511) [and](#ide8717194b4f4760a110dbf39ab1f2e5_511)] [Financial Statement [removed: Schedules](#ib7903ee4cd7540d8ab5b70d4bf454edd_493)] [added: Schedules](#ide8717194b4f4760a110dbf39ab1f2e5_511)] | | | [removed: [115](#ib7903ee4cd7540d8ab5b70d4bf454edd_493)] [added: [117](#ide8717194b4f4760a110dbf39ab1f2e5_511)] | | | | | |

| | | | [Schedule II — Valuation and Qualifying [removed: Accounts](#ib7903ee4cd7540d8ab5b70d4bf454edd_496)] [added: Accounts](#ide8717194b4f4760a110dbf39ab1f2e5_514)] | | | [removed: [115](#ib7903ee4cd7540d8ab5b70d4bf454edd_496)] [added: [117](#ide8717194b4f4760a110dbf39ab1f2e5_514)] | | | | | |

This *Annual Report on Form 10-K* of Chevron Corporation contains forward-looking statements relating to Chevron’s [removed: operations] [added: operations, assets,] and [removed: energy transition plans] [added: strategy] 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,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “progress,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential,” “ambitions,” [added: “future,”] “aspires” and similar expressions, and variations or negatives of these words, are intended to identify such forward-looking statements, but not all forward-looking statements include such words.

[removed: 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 the company’s 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; technological advancements; changes to government policies in the countries in which the company operates; public health crises, such as pandemics and epidemics, and any related government policies and actions; disruptions in the company’s global supply chain, including supply chain constraints and escalation of the cost of goods and services; changing economic, regulatory and political environments in the various countries in which the company operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine, the war between Israel and Hamas and the global response to these hostilities; changing refining, marketing and chemicals margins; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; development of large carbon capture and offset markets; the results of operations and financial condition of the company’s suppliers, vendors, partners and equity affiliates; 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 undertaken or required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures related to greenhouse gas emissions and climate change; the potential liability resulting from pending or future litigation; the ability to successfully integrate the operations of the company and PDC Energy, Inc. and achieve the anticipated benefits from the transaction, including the expected incremental annual free cash flow; the risk that Hess Corporation (Hess) stockholders do not approve the potential transaction, and the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the company and Hess; uncertainties as to whether the potential transaction will be consummated on the anticipated timing or at all, or if consummated, will achieve its anticipated economic benefits, including as a result of regulatory proceedings and risks associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the potential transaction that are not waived or otherwise satisfactorily resolved; the company’s ability to integrate Hess’ operations in a successful manner and in the expected time period; the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period; the 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, taxes and tax audits, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; higher inflation and related impacts; material reductions in corporate liquidity and access to debt markets; changes to the company’s capital allocation strategies; 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 20 through 26 in this report, and as updated in the future.][added: 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 the company’s 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; technological advancements; changes to government policies in the countries in which the company operates; public health crises, such as pandemics and epidemics, and any related government policies and actions; disruptions in the company’s global supply chain, including supply chain constraints and escalation of the cost of goods and services; changing economic, regulatory and political environments in the various countries in which the company operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine, the conflict in the Middle East and the global response to these hostilities; changing refining, marketing and chemicals margins; the company’s ability to realize anticipated cost savings and efficiencies associated with enterprise structural cost reduction initiatives; actions of competitors or regulators; timing of exploration expenses; changes in projected future cash flows; timing of crude oil liftings; uncertainties about the estimated quantities of crude oil, natural gas liquids and natural gas reserves; the competitiveness of alternate-energy sources or product substitutes; pace and scale of the development of large carbon capture and offset markets; the results of operations and financial condition of the company’s suppliers, vendors, partners and equity affiliates; 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 undertaken or required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures related to greenhouse gas emissions and climate change; the potential liability resulting from pending or future litigation; the risk that regulatory approvals and clearances related to the Hess Corporation (Hess) transaction are not obtained or are not obtained in a timely manner or are obtained subject to conditions that are not anticipated by the company and Hess; potential delays in consummating the Hess transaction, including as a result of the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement; risks that such ongoing arbitration is not satisfactorily resolved and the potential transaction fails to be consummated; uncertainties as to whether the potential transaction, if consummated, will achieve its anticipated economic benefits, including as a result of risks associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the potential transaction that are not waived or otherwise satisfactorily resolved; the company’s ability to integrate Hess’ operations in a successful manner and in the expected time period; the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period; the 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, taxes and tax audits, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; higher inflation and related impacts; material reductions in corporate liquidity and access to debt markets; changes to the company’s capital allocation strategies; 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 20 through 27 in this report, and as updated in the future.]

| | | | | | | [Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_7)] [added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7)] | | |

| | | | | | | | | | | | | 1400 Smith Street | | | | | | | | |

| Delaware | | | | | | 94-0890210 | | | | | | Houston, TX 77002-7327 | | | | | | | | |

| [PART I](#ide8717194b4f4760a110dbf39ab1f2e5_19) | | | | | | | | | | | |

| [1.](#ide8717194b4f4760a110dbf39ab1f2e5_22) | | | [Business](#ide8717194b4f4760a110dbf39ab1f2e5_22) | | | [3](#ide8717194b4f4760a110dbf39ab1f2e5_22) | | | | | |

| | | | [Upstream](#ide8717194b4f4760a110dbf39ab1f2e5_37) | | | [6](#ide8717194b4f4760a110dbf39ab1f2e5_37) | | | | | |

| | | | [Downstream](#ide8717194b4f4760a110dbf39ab1f2e5_91) | | | [17](#ide8717194b4f4760a110dbf39ab1f2e5_91) | | | | | |

| [1](#ide8717194b4f4760a110dbf39ab1f2e5_130)[C](#ide8717194b4f4760a110dbf39ab1f2e5_130)[.](#ide8717194b4f4760a110dbf39ab1f2e5_130) | | | [Cybersecurity](#ide8717194b4f4760a110dbf39ab1f2e5_130) | | | [27](#ide8717194b4f4760a110dbf39ab1f2e5_130) | | | | | |

| [2.](#ide8717194b4f4760a110dbf39ab1f2e5_133) | | | [Properties](#ide8717194b4f4760a110dbf39ab1f2e5_133) | | | [28](#ide8717194b4f4760a110dbf39ab1f2e5_133) | | | | | |

| [3.](#ide8717194b4f4760a110dbf39ab1f2e5_136) | | | [Legal Proceedings](#ide8717194b4f4760a110dbf39ab1f2e5_136) | | | [29](#ide8717194b4f4760a110dbf39ab1f2e5_136) | | | | | |

| [PART II](#ide8717194b4f4760a110dbf39ab1f2e5_142) | | | | | | | | | | | |

| [6.](#ide8717194b4f4760a110dbf39ab1f2e5_148) | | | [\[Reserved\]](#ide8717194b4f4760a110dbf39ab1f2e5_148) | | | [30](#ide8717194b4f4760a110dbf39ab1f2e5_148) | | | | | |

| [PART III](#ide8717194b4f4760a110dbf39ab1f2e5_184) | | | | | | | | | | | |

| [PART IV](#ide8717194b4f4760a110dbf39ab1f2e5_508) | | | | | | | | | | | |

| [16.](#ide8717194b4f4760a110dbf39ab1f2e5_517) | | | [Form 10-K Summary](#ide8717194b4f4760a110dbf39ab1f2e5_517) | | | [117](#ide8717194b4f4760a110dbf39ab1f2e5_517) | | | | | |

| | | | [Signatures](#ide8717194b4f4760a110dbf39ab1f2e5_523) | | | [121](#ide8717194b4f4760a110dbf39ab1f2e5_523) | | | | | |

| | | | | | | | | | | | | 6001 Bollinger Canyon Road | | | | | | | | |

| Delaware | | | | | | 94-0890210 | | | | | | San Ramon, California 94583-2324 | | | | | | | | |

| [PART I](#ib7903ee4cd7540d8ab5b70d4bf454edd_19) | | | | | | | | | | | |

| [1.](#ib7903ee4cd7540d8ab5b70d4bf454edd_22) | | | [Business](#ib7903ee4cd7540d8ab5b70d4bf454edd_22) | | | [3](#ib7903ee4cd7540d8ab5b70d4bf454edd_22) | | | | | |

| | | | [Upstream](#ib7903ee4cd7540d8ab5b70d4bf454edd_37) | | | [6](#ib7903ee4cd7540d8ab5b70d4bf454edd_37) | | | | | |

| | | | [Downstream](#ib7903ee4cd7540d8ab5b70d4bf454edd_91) | | | [16](#ib7903ee4cd7540d8ab5b70d4bf454edd_91) | | | | | |

| [1](#ib7903ee4cd7540d8ab5b70d4bf454edd_4110)[C](#ib7903ee4cd7540d8ab5b70d4bf454edd_4110)[.](#ib7903ee4cd7540d8ab5b70d4bf454edd_4110) | | | [Cybersecurity](#ib7903ee4cd7540d8ab5b70d4bf454edd_4110) | | | [26](#ib7903ee4cd7540d8ab5b70d4bf454edd_4110) | | | | | |

| [2.](#ib7903ee4cd7540d8ab5b70d4bf454edd_127) | | | [Properties](#ib7903ee4cd7540d8ab5b70d4bf454edd_127) | | | [28](#ib7903ee4cd7540d8ab5b70d4bf454edd_127) | | | | | |

| [3.](#ib7903ee4cd7540d8ab5b70d4bf454edd_130) | | | [Legal Proceedings](#ib7903ee4cd7540d8ab5b70d4bf454edd_130) | | | [28](#ib7903ee4cd7540d8ab5b70d4bf454edd_130) | | | | | |

| [PART II](#ib7903ee4cd7540d8ab5b70d4bf454edd_136) | | | | | | | | | | | |

| [6.](#ib7903ee4cd7540d8ab5b70d4bf454edd_142) | | | [\[Reserved\]](#ib7903ee4cd7540d8ab5b70d4bf454edd_142) | | | [29](#ib7903ee4cd7540d8ab5b70d4bf454edd_142) | | | | | |

| [PART III](#ib7903ee4cd7540d8ab5b70d4bf454edd_175) | | | | | | | | | | | |

| [PART IV](#ib7903ee4cd7540d8ab5b70d4bf454edd_490) | | | | | | | | | | | |

| [16.](#ib7903ee4cd7540d8ab5b70d4bf454edd_499) | | | [Form 10-K Summary](#ib7903ee4cd7540d8ab5b70d4bf454edd_499) | | | [115](#ib7903ee4cd7540d8ab5b70d4bf454edd_499) | | | | | |

| | | | [Signatures](#ib7903ee4cd7540d8ab5b70d4bf454edd_505) | | | [119](#ib7903ee4cd7540d8ab5b70d4bf454edd_505) | | | | | |

This program is integrated within the company’s Enterprise Risk Management (ERM) process, which is the company’s systematic approach to identifying, managing and assessing major risks and safeguards, [added: including cybersecurity risks.]

| | | | | | | [Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_7)] [added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7)] | | |

Chevron’s Chief Information Security Officer (CISO) [added: reports to the CIO and] leads a global cybersecurity [removed: team that operationalizes and manages the company’s cybersecurity program and strategy.][added: team.]

Chevron’s [removed: CISO reports to the] Chief Information Officer (CIO) [removed: who is responsible for] [added: oversees] Chevron’s broader IT program, [removed: including resiliency] [added: which includes the company’s cybersecurity program] and [added: its] ability to remediate and recover from a cybersecurity incident to minimize [removed: impacts to the] business and [removed: operations.][added: operational impacts.]

[added: The cybersecurity organization provides the IT leadership, which includes] Chevron’s [removed: CISO regularly receives] [added: CIO, with regular] cybersecurity operations reports detailing prevention, detection, mitigation and remediation efforts associated with cyber incidents, both on Chevron’s networks and third-party supplier networks.

The [removed: CISO] [added: leadership of the cybersecurity organization] has authority to mobilize a cross-functional cyber incident response team, including outside cybersecurity experts, to drive mitigation and remediation actions.

Cross-functional teams also conduct regular multidisciplinary [removed: exercises, including an expansive cybersecurity exercise in 2023,] [added: exercises] to test and improve response plans.

In support of the Board’s oversight of the company’s policies and processes with respect to risk management and the company’s major financial risk exposures, including cybersecurity, the Audit Committee meets with Chevron’s CISO and CIO at least twice a year to review cybersecurity risks and implications, including the results of [added: independent third-party assessments.]

Risk [removed: Factors](#ib7903ee4cd7540d8ab5b70d4bf454edd_121)] [added: Factors](#ide8717194b4f4760a110dbf39ab1f2e5_124)] on pages 21 through 22 for further discussion of cyberattacks and the associated risks to Chevron’s business.

Chevron’s CIO joined Chevron in 2024, bringing more than 20 years of experience leading global innovation initiatives in digital, data, full supply chains, vehicle commerce, energy, and IT operations for technology and automotive companies.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

including cybersecurity risks.

Chevron’s CISO has more than 20 years of cybersecurity experience and is responsible for providing a single and consolidated view of the company’s enterprise cybersecurity risk.

Before joining Chevron, he held a leadership role in cyber threat analysis with the U.S. Department of State’s Bureau of Diplomatic Security.

He has more than 30 years of experience in IT and the oil and gas industry.

independent third-party assessments.

In 2023, the Audit Committee hosted an external expert to discuss cybersecurity and digital risk management topics.

Information required by Subpart 1200 of Regulation S-K (“Disclosure by Registrants Engaged in Oil and Gas Producing Activities”) is also contained in Item 1 and in Tables I through VII on pages [removed: 102] [added: 104] through 114 and [Note 18 Properties, Plant and [removed: Equipment](#ib7903ee4cd7540d8ab5b70d4bf454edd_355).][added: Equipment](#ide8717194b4f4760a110dbf39ab1f2e5_373).]

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | [Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7) | | |

| | | | | | | [Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_7)] [added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7)] | | |

As of February [removed: 9, 2024,] [added: 7, 2025,] stockholders of record numbered approximately [removed: 100,000.][added: 95,000.]

The information on Chevron’s dividends are contained in the [Quarterly [removed: Results](#ib7903ee4cd7540d8ab5b70d4bf454edd_259)] [added: Results](#ide8717194b4f4760a110dbf39ab1f2e5_271)] tabulation.

*Chevron Corporation Issuer Purchases of Equity Securities* *for Quarter Ended December 31, [removed: 2023*][added: 2024*]

| Period | | | Purchased [removed: *] [added: 1, 2] | | | per Share | | | Announced Program | | | (Billions of [removed: dollars)*] [added: dollars)2] | | |

[removed: *Refer] [added: 2 Refer] to [Liquidity and Capital [removed: Resources](#ib7903ee4cd7540d8ab5b70d4bf454edd_223)] [added: Resources](#ide8717194b4f4760a110dbf39ab1f2e5_235)] for additional detail regarding the company's authorized stock repurchase program.

| October 1 - October 31, 2024 | | | 9,521,027 | | | $ | 150.02 | | 9,520,248 | | | $51.7 | | |

| November 1 - November 30, 2024 | | | 7,067,420 | | | $ | 158.89 | | 7,067,420 | | | $50.5 | | |

| December 1 - December 31, 2024 | | | 12,874,652 | | | $ | 151.37 | | 12,874,652 | | | $48.6 | | |

| Total October 1 - December 31, 2024 | | | 29,463,099 | | | $ | 152.74 | | 29,462,320 | | | | | |

1 Includes common shared repurchased from participants in the company’s deferred compensation plans for personal income tax withholdings.

| October 1 – October 31, 2023 | | | 9,396,099 | | | $162.01 | | | 9,396,099 | | | $65.7 | | |

| November 1 – November 30, 2023 | | | 6,818,060 | | | $144.50 | | | 6,818,060 | | | $64.7 | | |

| December 1 – December 31, 2023 | | | 6,180,512 | | | $147.74 | | | 6,180,512 | | | $63.8 | | |

| Total October 1 – December 31, 2023 | | | 22,394,671 | | | $152.74 | | | 22,394,671 | | | | | |

The index to Financial Statements and Supplementary Data is presented in the [Financial Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_199).][added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_208).]

Based on this evaluation, management concluded that the company’s disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

Based on the results of this evaluation, the company’s management concluded that internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

| | | | | | | [Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_7)] [added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7)] | | |

The effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report included herein.

(c) Changes in Internal Control Over Financial Reporting During the quarter ended December 31, [removed: 2023,] [added: 2024,] there were no changes in the company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

The company excluded PDC Energy, Inc. (PDC) from our assessment of internal control over financial reporting as of December 31, 2023 because it was acquired by the company in a business combination during 2023.

Total assets and total

revenues of PDC, a wholly-owned subsidiary, represent five percent and one percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Wirth, Chairman of the Board and Chief Executive Officer, entered into a pre-arranged stock trading plan on November [removed: 22, 2023.][added: 6, 2024.]

Mr. Wirth’s plan provides for the potential exercise of vested stock options and the associated sale of up to [removed: 404,500] [added: 320,700] shares of Chevron common stock between February [removed: 27, 2024] [added: 26, 2025,] and [removed: January] [added: February] 28, [removed: 2025.][added: 2026.]

[removed: These] [added: The] trading [removed: plans were] [added: plan was] entered into during an open insider trading window and [removed: are each] [added: is] intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and Chevron’s policies regarding transactions in Chevron securities.

R.

Hewitt Pate, Vice President and General Counsel, entered into a pre-arranged stock trading plan on November 27, 2023.

Mr. Pate’s plan provides for the potential exercise of vested stock options and the associated sale of up to 250,742 shares of Chevron common stock between February 27, 2024 and February 7, 2025.

Alana K.

Knowles, Vice President and Controller, entered into a pre-arranged stock trading plan on November 27, 2023.

Ms. Knowles’ plan provides for the potential exercise of vested stock options and the associated sale of up to 17,534 shares of Chevron common stock between February 27, 2024 and November 30, 2024.

| | | | | | | [Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_7)] [added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7)] | | |

Information about our Executive Officers at February [removed: 26, 2024][added: 21, 2025]

| Michael K. Wirth | | | [removed: 63] [added: 64] | | | Chairman of the Board and Chief Executive Officer (since Feb 2018) | | | Chairman of the Board and Chief Executive Officer | | |

| Mark A. Nelson | | | [removed: 60] [added: 61] | | | Vice Chairman (since Feb [removed: 2023)] [added: 2023);] Executive Vice President, [added: Oil, Products & Gas (since Oct 2024) Executive Vice President,] Strategy, Policy & Development (Oct 2022 - [removed: Sept] [added: Sep] 2023) Executive Vice President, Downstream (Mar 2019 - Sep 2022) [removed: Vice President, Midstream, Strategy and Policy (Feb 2018 - Feb 2019)] | | | [removed: Strategy & Sustainability; Corporate Affairs; Corporate Business Development; Procurement/Supply] [added: Upstream - Worldwide Exploration and Production; Downstream - Worldwide Manufacturing, Marketing, Lubricants, and Chemicals; Midstream - Worldwide; Asset Performance and Process Safety; Health, Safety and Environment; Supply] Chain [removed: Management; Information Technology] [added: Management] | | |

| Eimear P. [removed: Bonner*] [added: Bonner] | | | [removed: 49] [added: 50] | | | Vice President (since Aug [removed: 2021)] [added: 2021); Chief Financial Officer (since Mar 2024)] President and Chief Technology Officer, Chevron Technical Center (Feb 2021 - Dec 2023) General Director, Tengizchevroil (Dec 2018 - Jan 2021) | | | Finance; Investor Relations | | |

| Jeff B. Gustavson | | | [removed: 51] [added: 52] | | | Vice President, Lower Carbon Energies (since Aug 2021) Vice President, Midcontinent (Feb 2018 - [removed: July] [added: Jul] 2021) | | | Lower Carbon Solutions | | |

| Balaji Krishnamurthy | | | [removed: 47] [added: 48] | | | Vice President (since Oct 2022); Vice President, Chevron Technical Center (since Jan 2024) Vice President, Strategy & Sustainability (Oct 2022 - [removed: Sept] [added: Sep] 2023) President, Chevron Canada Limited [removed: (June] [added: (Jun] 2021 - [removed: Sept] [added: Sep] 2022) General Manager, Corporate Transformation and Integration Management (Dec 2019 - May 2021) [removed: Deputy Managing Director, Eurasia Business Unit (June 2018 - Dec 2019)] | | | Subsurface; Global Reserves; Wells; Facilities Designs and Solutions; Capital Projects; [removed: Downstream] Technology [added: Strategy Execution and Performance; Information Technology; Environmental Management; Innovation] | | |

| R. Hewitt Pate | | | [removed: 61] [added: 62] | | | Vice President and General Counsel (since Aug 2009) | | | Law, Governance and Compliance | | |

The information about directors required by Item 401(a), (d), (e) and (f) of Regulation S-K and contained under the heading “Election of Directors” in the Notice of the [removed: 2024] [added: 2025] Annual Meeting of Stockholders and [removed: 2024] [added: 2025] Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Exchange Act in connection with the company’s [removed: 2024] [added: 2025] Annual Meeting (the [removed: 2024] [added: 2025] Proxy Statement), is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item [removed: 405] [added: 406] of Regulation S-K and contained under the heading [removed: “Delinquent Section 16(a) Reports”] [added: “Business Conduct and Ethics Code”] in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item [removed: 406] [added: 407(d)(4) and (5)] of Regulation S-K and contained under the heading [removed: “Business Conduct and Ethics Code”] [added: “Corporate Governance — Board Committees”] in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item [removed: 407(d)(4) and (5)] [added: 408(b)] of Regulation S-K and contained under the heading [removed: “Corporate Governance — Board Committees”] [added: “Insider Trading and Prohibited Transactions Involving Chevron Securities”] in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

| Pierre R. Breber* | | | 59 | | | Vice President and Chief Financial Officer (since Apr 2019) Executive Vice President, Downstream (Jan 2016 - Mar 2019) | | | Finance; Investor Relations | | |

| A. Nigel Hearne | | | 56 | | | Executive Vice President, Oil, Products & Gas (since Oct 2022) President, Chevron Eurasia Pacific Exploration & Production (July 2020 - Oct 2022) President, Chevron Asia Pacific Exploration & Production (Jan 2019 \- June 2020) | | | Upstream - Worldwide Exploration and Production; Downstream - Worldwide Manufacturing, Marketing, Lubricants, and Chemicals; Midstream - Worldwide; Asset Performance and Process Safety; Health, Safety and Environment | | |

| Rhonda J. Morris | | | 58 | | | Vice President and Chief Human Resources Officer (since Feb 2019) | | | Human Resources; Diversity and Inclusion | | |

| * Effective March 1, 2024, Ms. Bonner will assume the position of Vice President and Chief Financial Officer. | | | | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | [Table of Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_7) | | |

The information required by Item 408(b) of Regulation S-K and contained under the heading “Insider Trading and Prohibited Transactions Involving Chevron Securities” in the 2024 Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item 402 of Regulation S-K and contained under the headings “Executive Compensation,” “Director Compensation” and “CEO Pay Ratio” in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item 407(e)(5) of Regulation S-K and contained under the heading “Corporate Governance — Management Compensation Committee Report” in the [removed: 2024] [added: 2025] Proxy Statement is incorporated herein by reference into this [removed: Annual Report on Form 10-K.]

Pursuant to the rules and regulations of the SEC under the Exchange Act, the information under such caption incorporated by reference from the [removed: 2024] [added: 2025] Proxy Statement shall not be deemed to be “soliciting material,” or to be “filed” with the Commission, or subject to Regulation 14A or 14C or the liabilities of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | [Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7) | | |

Annual Report on Form 10-K.

The information required by Item 403 of Regulation S-K and contained under the heading “Stock Ownership Information — Security Ownership of Certain Beneficial Owners and Management” in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item 201(d) of Regulation S-K and contained under the heading “Equity Compensation Plan Information” in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item 404 of Regulation S-K and contained under the heading “Related Person Transactions” in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item 407(a) of Regulation S-K and contained under the heading “Corporate Governance — Director Independence” in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The information required by Item 9(e) of Schedule 14A and contained under the heading “Board Proposal to Ratify PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for [removed: 2024”] [added: 2025”] in the [removed: 2024] [added: 2025] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

| Financial Table of Contents | | | | | | [Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_7)] [added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7)] | | |

| | | | [Management’s Discussion and Analysis [removed: of](#ib7903ee4cd7540d8ab5b70d4bf454edd_202)[ ](#ib7903ee4cd7540d8ab5b70d4bf454edd_202)[Financial] [added: of](#ide8717194b4f4760a110dbf39ab1f2e5_211)[ ](#ide8717194b4f4760a110dbf39ab1f2e5_211)[Financial] Condition and Results of [removed: Operations](#ib7903ee4cd7540d8ab5b70d4bf454edd_202)] [added: Operations](#ide8717194b4f4760a110dbf39ab1f2e5_211)] | | | | | |

| | | | [Key Financial [removed: Results](#ib7903ee4cd7540d8ab5b70d4bf454edd_205)] [added: Results](#ide8717194b4f4760a110dbf39ab1f2e5_214)] | | | [removed: [34](#ib7903ee4cd7540d8ab5b70d4bf454edd_205)] [added: [35](#ide8717194b4f4760a110dbf39ab1f2e5_214)] | | |

| | | | [Earnings by Major Operating [removed: Area](#ib7903ee4cd7540d8ab5b70d4bf454edd_205)] [added: Area](#ide8717194b4f4760a110dbf39ab1f2e5_214)] | | | [removed: [34](#ib7903ee4cd7540d8ab5b70d4bf454edd_205)] [added: [35](#ide8717194b4f4760a110dbf39ab1f2e5_214)] | | |

| | | | [Business Environment and [removed: Outlook](#ib7903ee4cd7540d8ab5b70d4bf454edd_208)] [added: Outlook](#ide8717194b4f4760a110dbf39ab1f2e5_217)] | | | [removed: [34](#ib7903ee4cd7540d8ab5b70d4bf454edd_208)] [added: [35](#ide8717194b4f4760a110dbf39ab1f2e5_217)] | | |

| | | | [Consolidated Statement of [removed: Income](#ib7903ee4cd7540d8ab5b70d4bf454edd_217)] [added: Income](#ide8717194b4f4760a110dbf39ab1f2e5_229)] | | | [removed: [43](#ib7903ee4cd7540d8ab5b70d4bf454edd_217)] [added: [45](#ide8717194b4f4760a110dbf39ab1f2e5_229)] | | |

| | | | [Selected Operating [removed: Data](#ib7903ee4cd7540d8ab5b70d4bf454edd_220)] [added: Data](#ide8717194b4f4760a110dbf39ab1f2e5_232)] | | | [removed: [45](#ib7903ee4cd7540d8ab5b70d4bf454edd_220)] [added: [47](#ide8717194b4f4760a110dbf39ab1f2e5_232)] | | |

| | | | [Liquidity and Capital [removed: Resources](#ib7903ee4cd7540d8ab5b70d4bf454edd_223)] [added: Resources](#ide8717194b4f4760a110dbf39ab1f2e5_235)] | | | [removed: [46](#ib7903ee4cd7540d8ab5b70d4bf454edd_223)] [added: [48](#ide8717194b4f4760a110dbf39ab1f2e5_235)] | | |

| | | | [Financial Ratios and [removed: Metrics](#ib7903ee4cd7540d8ab5b70d4bf454edd_223)] [added: Metrics](#ide8717194b4f4760a110dbf39ab1f2e5_235)] | | | [removed: [50](#ib7903ee4cd7540d8ab5b70d4bf454edd_235)] [added: [52](#ide8717194b4f4760a110dbf39ab1f2e5_247)] | | |

| | | | [Financial and Derivative Instrument Market [removed: Risk](#ib7903ee4cd7540d8ab5b70d4bf454edd_241)] [added: Risk](#ide8717194b4f4760a110dbf39ab1f2e5_253)] | | | [removed: [51](#ib7903ee4cd7540d8ab5b70d4bf454edd_241)] [added: [53](#ide8717194b4f4760a110dbf39ab1f2e5_253)] | | |

| | | | [Transactions With Related [removed: Parties](#ib7903ee4cd7540d8ab5b70d4bf454edd_244)] [added: Parties](#ide8717194b4f4760a110dbf39ab1f2e5_256)] | | | [removed: [52](#ib7903ee4cd7540d8ab5b70d4bf454edd_244)] [added: [54](#ide8717194b4f4760a110dbf39ab1f2e5_256)] | | |

| | | | [Litigation and Other [removed: Contingencies](#ib7903ee4cd7540d8ab5b70d4bf454edd_247)] [added: Contingencies](#ide8717194b4f4760a110dbf39ab1f2e5_259)] | | | [removed: [52](#ib7903ee4cd7540d8ab5b70d4bf454edd_247)] [added: [54](#ide8717194b4f4760a110dbf39ab1f2e5_259)] | | |

| | | | [Critical Accounting Estimates and [removed: Assumptions](#ib7903ee4cd7540d8ab5b70d4bf454edd_253)] [added: Assumptions](#ide8717194b4f4760a110dbf39ab1f2e5_265)] | | | [removed: [54](#ib7903ee4cd7540d8ab5b70d4bf454edd_253)] [added: [56](#ide8717194b4f4760a110dbf39ab1f2e5_265)] | | |

| | | | [New Accounting [removed: Standards](#ib7903ee4cd7540d8ab5b70d4bf454edd_256)] [added: Standards](#ide8717194b4f4760a110dbf39ab1f2e5_268)] | | | [removed: [57](#ib7903ee4cd7540d8ab5b70d4bf454edd_256)] [added: [59](#ide8717194b4f4760a110dbf39ab1f2e5_268)] | | |

| | | | [Consolidated Financial [removed: Statements](#ib7903ee4cd7540d8ab5b70d4bf454edd_262)] [added: Statements](#ide8717194b4f4760a110dbf39ab1f2e5_274)] | | | | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#ib7903ee4cd7540d8ab5b70d4bf454edd_268) 238[)](#ib7903ee4cd7540d8ab5b70d4bf454edd_268)] [added: ID:](#ide8717194b4f4760a110dbf39ab1f2e5_280) 238[)](#ide8717194b4f4760a110dbf39ab1f2e5_280)] | | | [removed: [60](#ib7903ee4cd7540d8ab5b70d4bf454edd_268)] [added: [62](#ide8717194b4f4760a110dbf39ab1f2e5_280)] | | |

| | | | [Consolidated Statement of [removed: Income](#ib7903ee4cd7540d8ab5b70d4bf454edd_271)] [added: Income](#ide8717194b4f4760a110dbf39ab1f2e5_283)] | | | [removed: [62](#ib7903ee4cd7540d8ab5b70d4bf454edd_271)] [added: [64](#ide8717194b4f4760a110dbf39ab1f2e5_283)] | | |

| | | | [Consolidated Statement of Comprehensive [removed: Income](#ib7903ee4cd7540d8ab5b70d4bf454edd_274)] [added: Income](#ide8717194b4f4760a110dbf39ab1f2e5_286)] | | | [removed: [63](#ib7903ee4cd7540d8ab5b70d4bf454edd_274)] [added: [65](#ide8717194b4f4760a110dbf39ab1f2e5_286)] | | |

| | | | [Consolidated Balance [removed: Sheet](#ib7903ee4cd7540d8ab5b70d4bf454edd_280)] [added: Sheet](#ide8717194b4f4760a110dbf39ab1f2e5_292)] | | | [removed: [64](#ib7903ee4cd7540d8ab5b70d4bf454edd_280)] [added: [66](#ide8717194b4f4760a110dbf39ab1f2e5_292)] | | |

| | | | [Consolidated Statement of Cash [removed: Flows](#ib7903ee4cd7540d8ab5b70d4bf454edd_283)] [added: Flows](#ide8717194b4f4760a110dbf39ab1f2e5_295)] | | | [removed: [65](#ib7903ee4cd7540d8ab5b70d4bf454edd_283)] [added: [67](#ide8717194b4f4760a110dbf39ab1f2e5_295)] | | |

| | | | [Consolidated Statement of [removed: Equity](#ib7903ee4cd7540d8ab5b70d4bf454edd_286)] [added: Equity](#ide8717194b4f4760a110dbf39ab1f2e5_298)] | | | [removed: [66](#ib7903ee4cd7540d8ab5b70d4bf454edd_286)] [added: [68](#ide8717194b4f4760a110dbf39ab1f2e5_298)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ib7903ee4cd7540d8ab5b70d4bf454edd_292)] [added: Statements](#ide8717194b4f4760a110dbf39ab1f2e5_304)] | | | | | | | | |

| [Note [removed: 1](#ib7903ee4cd7540d8ab5b70d4bf454edd_295)] [added: 1](#ide8717194b4f4760a110dbf39ab1f2e5_307)] | | | [Summary of Significant Accounting [removed: Policies](#ib7903ee4cd7540d8ab5b70d4bf454edd_295)] [added: Policies](#ide8717194b4f4760a110dbf39ab1f2e5_307)] | | | [removed: [67](#ib7903ee4cd7540d8ab5b70d4bf454edd_295)] [added: [69](#ide8717194b4f4760a110dbf39ab1f2e5_307)] | | |

| [Note [removed: 2](#ib7903ee4cd7540d8ab5b70d4bf454edd_298)] [added: 2](#ide8717194b4f4760a110dbf39ab1f2e5_310)] | | | [Changes in Accumulated [removed: Other](#ib7903ee4cd7540d8ab5b70d4bf454edd_298)] [added: Other](#ide8717194b4f4760a110dbf39ab1f2e5_310)] [Comprehensive [removed: Losses](#ib7903ee4cd7540d8ab5b70d4bf454edd_298)] [added: Losses](#ide8717194b4f4760a110dbf39ab1f2e5_310)] | | | [removed: [70](#ib7903ee4cd7540d8ab5b70d4bf454edd_298)] [added: [72](#ide8717194b4f4760a110dbf39ab1f2e5_310)] | | |

| [Note [removed: 3](#ib7903ee4cd7540d8ab5b70d4bf454edd_301)] [added: 3](#ide8717194b4f4760a110dbf39ab1f2e5_313)] | | | [Information Relating to the Consolidated Statement of Cash [removed: Flows](#ib7903ee4cd7540d8ab5b70d4bf454edd_301)] [added: Flows](#ide8717194b4f4760a110dbf39ab1f2e5_313)] | | | [removed: [71](#ib7903ee4cd7540d8ab5b70d4bf454edd_301)] [added: [73](#ide8717194b4f4760a110dbf39ab1f2e5_313)] | | |

| [Note [removed: 4](#ib7903ee4cd7540d8ab5b70d4bf454edd_304)] [added: 4](#ide8717194b4f4760a110dbf39ab1f2e5_316)] | | | [New Accounting [removed: Standards](#ib7903ee4cd7540d8ab5b70d4bf454edd_304)] [added: Standards](#ide8717194b4f4760a110dbf39ab1f2e5_316)] | | | [removed: [72](#ib7903ee4cd7540d8ab5b70d4bf454edd_304)] [added: [74](#ide8717194b4f4760a110dbf39ab1f2e5_316)] | | |

| [Note [removed: 5](#ib7903ee4cd7540d8ab5b70d4bf454edd_307)] [added: 5](#ide8717194b4f4760a110dbf39ab1f2e5_319)] | | | [Lease [removed: Commitments](#ib7903ee4cd7540d8ab5b70d4bf454edd_307)] [added: Commitments](#ide8717194b4f4760a110dbf39ab1f2e5_319)] | | | [removed: [72](#ib7903ee4cd7540d8ab5b70d4bf454edd_307)] [added: [74](#ide8717194b4f4760a110dbf39ab1f2e5_319)] | | |

| [Note [removed: 6](#ib7903ee4cd7540d8ab5b70d4bf454edd_310)] [added: 6](#ide8717194b4f4760a110dbf39ab1f2e5_322)] | | | [Summarized Financial Data - Chevron U.S.A. [removed: Inc.](#ib7903ee4cd7540d8ab5b70d4bf454edd_310)] [added: Inc.](#ide8717194b4f4760a110dbf39ab1f2e5_322)] | | | [removed: [74](#ib7903ee4cd7540d8ab5b70d4bf454edd_310)] [added: [76](#ide8717194b4f4760a110dbf39ab1f2e5_322)] | | |

| [Note [removed: 7](#ib7903ee4cd7540d8ab5b70d4bf454edd_313)] [added: 7](#ide8717194b4f4760a110dbf39ab1f2e5_325)] | | | [Summarized Financial Data - Tengizchevroil [removed: LLP](#ib7903ee4cd7540d8ab5b70d4bf454edd_313)] [added: LLP](#ide8717194b4f4760a110dbf39ab1f2e5_325)] | | | [removed: [74](#ib7903ee4cd7540d8ab5b70d4bf454edd_313)] [added: [76](#ide8717194b4f4760a110dbf39ab1f2e5_325)] | | |

| [Note [removed: 9](#ib7903ee4cd7540d8ab5b70d4bf454edd_319)] [added: 9](#ide8717194b4f4760a110dbf39ab1f2e5_331)] | | | [Fair Value [removed: Measurements](#ib7903ee4cd7540d8ab5b70d4bf454edd_319)] [added: Measurements](#ide8717194b4f4760a110dbf39ab1f2e5_331)] | | | [removed: [75](#ib7903ee4cd7540d8ab5b70d4bf454edd_319)] [added: [77](#ide8717194b4f4760a110dbf39ab1f2e5_331)] | | |

| [Note [removed: 10](#ib7903ee4cd7540d8ab5b70d4bf454edd_325)] [added: 10](#ide8717194b4f4760a110dbf39ab1f2e5_337)] | | | [Financial and Derivative [removed: Instruments](#ib7903ee4cd7540d8ab5b70d4bf454edd_325)] [added: Instruments](#ide8717194b4f4760a110dbf39ab1f2e5_337)] | | | [removed: [76](#ib7903ee4cd7540d8ab5b70d4bf454edd_325)] [added: [78](#ide8717194b4f4760a110dbf39ab1f2e5_337)] | | |

| [Note [removed: 11](#ib7903ee4cd7540d8ab5b70d4bf454edd_328)] [added: 11](#ide8717194b4f4760a110dbf39ab1f2e5_340)] | | | [Assets Held for [removed: Sale](#ib7903ee4cd7540d8ab5b70d4bf454edd_328)] [added: Sale](#ide8717194b4f4760a110dbf39ab1f2e5_340)] | | | [removed: [77](#ib7903ee4cd7540d8ab5b70d4bf454edd_328)] [added: [79](#ide8717194b4f4760a110dbf39ab1f2e5_340)] | | |

| [Note [removed: 13](#ib7903ee4cd7540d8ab5b70d4bf454edd_334)] [added: 13](#ide8717194b4f4760a110dbf39ab1f2e5_346)] | | | [Earnings Per [removed: Sha](#ib7903ee4cd7540d8ab5b70d4bf454edd_334)[re](#ib7903ee4cd7540d8ab5b70d4bf454edd_334)] [added: Sha](#ide8717194b4f4760a110dbf39ab1f2e5_346)[re](#ide8717194b4f4760a110dbf39ab1f2e5_346)] | | | [removed: [77](#ib7903ee4cd7540d8ab5b70d4bf454edd_334)] [added: [80](#ide8717194b4f4760a110dbf39ab1f2e5_346)] | | |

| [Note [removed: 14](#ib7903ee4cd7540d8ab5b70d4bf454edd_340)] [added: 14](#ide8717194b4f4760a110dbf39ab1f2e5_355)] | | | [Operating Segments and Geographic [removed: Data](#ib7903ee4cd7540d8ab5b70d4bf454edd_340)] [added: Data](#ide8717194b4f4760a110dbf39ab1f2e5_355)] | | | [removed: [78](#ib7903ee4cd7540d8ab5b70d4bf454edd_340)] [added: [80](#ide8717194b4f4760a110dbf39ab1f2e5_355)] | | |

| [Note [removed: 15](#ib7903ee4cd7540d8ab5b70d4bf454edd_343)] [added: 15](#ide8717194b4f4760a110dbf39ab1f2e5_358)] | | | [Investments and [removed: Advances](#ib7903ee4cd7540d8ab5b70d4bf454edd_343)] [added: Advances](#ide8717194b4f4760a110dbf39ab1f2e5_358)] | | | [removed: [81](#ib7903ee4cd7540d8ab5b70d4bf454edd_343)] [added: [83](#ide8717194b4f4760a110dbf39ab1f2e5_358)] | | |

| [Note [removed: 18](#ib7903ee4cd7540d8ab5b70d4bf454edd_355)] [added: 18](#ide8717194b4f4760a110dbf39ab1f2e5_373)] | | | [Properties, Plant and [removed: Equipment](#ib7903ee4cd7540d8ab5b70d4bf454edd_355)] [added: Equipment](#ide8717194b4f4760a110dbf39ab1f2e5_373)] | | | [removed: [88](#ib7903ee4cd7540d8ab5b70d4bf454edd_355)] [added: [90](#ide8717194b4f4760a110dbf39ab1f2e5_373)] | | |

| [Note [removed: 19](#ib7903ee4cd7540d8ab5b70d4bf454edd_358)] [added: 19](#ide8717194b4f4760a110dbf39ab1f2e5_376)] | | | [Short-Term [removed: Debt](#ib7903ee4cd7540d8ab5b70d4bf454edd_358)] [added: Debt](#ide8717194b4f4760a110dbf39ab1f2e5_376)] | | | [removed: [88](#ib7903ee4cd7540d8ab5b70d4bf454edd_358)] [added: [90](#ide8717194b4f4760a110dbf39ab1f2e5_376)] | | |

| [Note [removed: 20](#ib7903ee4cd7540d8ab5b70d4bf454edd_361)] [added: 20](#ide8717194b4f4760a110dbf39ab1f2e5_379)] | | | [Long-Term [removed: Debt](#ib7903ee4cd7540d8ab5b70d4bf454edd_361)] [added: Debt](#ide8717194b4f4760a110dbf39ab1f2e5_379)] | | | [removed: [89](#ib7903ee4cd7540d8ab5b70d4bf454edd_361)] [added: [91](#ide8717194b4f4760a110dbf39ab1f2e5_379)] | | |

| [Note [removed: 21](#ib7903ee4cd7540d8ab5b70d4bf454edd_370)] [added: 21](#ide8717194b4f4760a110dbf39ab1f2e5_388)] | | | [Accounting for Suspended Exploratory [removed: Wells](#ib7903ee4cd7540d8ab5b70d4bf454edd_370)] [added: Wells](#ide8717194b4f4760a110dbf39ab1f2e5_388)] | | | [removed: [89](#ib7903ee4cd7540d8ab5b70d4bf454edd_370)] [added: [91](#ide8717194b4f4760a110dbf39ab1f2e5_388)] | | |

| | | | [Noteworthy Developments](#ide8717194b4f4760a110dbf39ab1f2e5_220) | | | [42](#ide8717194b4f4760a110dbf39ab1f2e5_220) | | |

| | | | [Results of Operations](#ide8717194b4f4760a110dbf39ab1f2e5_226) | | | [43](#ide8717194b4f4760a110dbf39ab1f2e5_226) | | |

| | | | [Environmental Matters](#ide8717194b4f4760a110dbf39ab1f2e5_262) | | | [55](#ide8717194b4f4760a110dbf39ab1f2e5_262) | | |

| | | | [Quarterly Results](#ide8717194b4f4760a110dbf39ab1f2e5_271) | | | [60](#ide8717194b4f4760a110dbf39ab1f2e5_271) | | |

| | | | [Reports of Management](#ide8717194b4f4760a110dbf39ab1f2e5_274) | | | [61](#ide8717194b4f4760a110dbf39ab1f2e5_274) | | |

| [Note 8](#ide8717194b4f4760a110dbf39ab1f2e5_460) | | | [Restructuring and Reorganization Costs](#ide8717194b4f4760a110dbf39ab1f2e5_460) | | | [76](#ide8717194b4f4760a110dbf39ab1f2e5_460) | | |

| [Note 12](#ide8717194b4f4760a110dbf39ab1f2e5_343) | | | [Equity](#ide8717194b4f4760a110dbf39ab1f2e5_343) | | | [79](#ide8717194b4f4760a110dbf39ab1f2e5_343) | | |

| [Note 16](#ide8717194b4f4760a110dbf39ab1f2e5_364) | | | [Litigation](#ide8717194b4f4760a110dbf39ab1f2e5_364) | | | [85](#ide8717194b4f4760a110dbf39ab1f2e5_364) | | |

| [Note 17](#ide8717194b4f4760a110dbf39ab1f2e5_370) | | | [Taxes](#ide8717194b4f4760a110dbf39ab1f2e5_370) | | | [87](#ide8717194b4f4760a110dbf39ab1f2e5_370) | | |

| [Note 26](#ide8717194b4f4760a110dbf39ab1f2e5_439) | | | [Revenue](#ide8717194b4f4760a110dbf39ab1f2e5_439) | | | [101](#ide8717194b4f4760a110dbf39ab1f2e5_439) | | |

| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [Financial Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_208) | | |

The company’s ability to achieve any aspiration, target or goal is subject to numerous risks and contingencies, many of which are outside of Chevron’s control.

Examples of such risks and contingencies include: (1) sufficient and substantial advances in technology, including the continuing progress of commercially viable technologies and low- or non-carbon-based energy sources; (2) laws, governmental regulation, policies, and other enabling actions, including those regarding subsidies, tax and other incentives as well as the granting of necessary permits by governing authorities; (3) the availability and acceptability of cost-effective, verifiable carbon credits; (4) the availability of suppliers that can meet our

| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [Financial Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_208) | | |

sustainability-related standards; (5) evolving regulatory requirements, including changes to IPCC’s Global Warming Potentials and the U.S. EPA Greenhouse Gas Reporting Program, affecting ESG standards or disclosures; (6) evolving standards for tracking and reporting on emissions and emission reductions and removals; (7) customers’ and consumers’ preferences and use of the company’s products or substitute products; (8) actions taken by the company’s competitors in response to legislation and regulations; and (9) successful negotiations for carbon capture and storage and nature-based solutions with customers, suppliers, partners and governments.

| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [Financial Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_208) | | |

Pillar Two did not have a material impact on the company’s results of operations in 2024.

Lead times for key capital equipment remain long and availability of offshore and specialized equipment is under pressure, with some experiencing upward pricing movements.

In the United States, cost pressures for materials and standard onshore drilling and completion equipment continue to ease.

In February 2025, the U.S. announced the imposition of tariffs on imports from several U.S. trade partners and could announce additional tariffs in future periods.

There is significant uncertainty as to the duration of these and any further tariffs, and the impacts these tariffs and any corresponding retaliatory tariffs will have on the company and its suppliers.

The financial impacts of the tariffs are currently not expected to be material; however, the ultimate impact on the company’s results of operations and financial condition remains uncertain.

The company is targeting $10-15 billion of asset sales over the five-year period ending in 2028.

From 2024 through January 2025, the company has generated approximately $8 billion of asset sales proceeds.

For example, in fourth quarter 2023, the company recognized charges for decommissioning obligations from certain previously divested assets in the Gulf of America.

In 2024, the company spent $235 million related to these obligations and anticipates spending an additional $200-300 million annually through 2033.

To the extent the current owners of the company’s previously divested assets default on their decommissioning obligations, regulators may require that Chevron assume such obligations.

The company could have additional significant obligations revert, primarily in the United States.

The company is not currently aware of any such obligations that are reasonably possible to be material.

Refer to [Note 24.

Other Contingencies and Commitments](#ide8717194b4f4760a110dbf39ab1f2e5_433) for additional information.

In December 2024, the company sold its 20 percent non-operated interest in the Athabasca Oil Sands Project and 70 percent operated interest in the Duvernay shale in Alberta, Canada, to Canadian Natural Resources Limited for $6.5 billion before taxes, and expects to make tax payments totaling $1.5 billion in first quarter 2025.

In 2024, these assets produced 86 thousand barrels of oil-equivalent per day and generated over $2.2 billion of sales and approximately $590 million of operational net income.

As part of the sale, the buyer assumed decommissioning obligations for the transferred assets.

In October 2023, the company announced that it had entered into a definitive merger agreement with Hess Corporation.

Refer to [Note 30.

Agreement to Acquire Hess Corporation](#ide8717194b4f4760a110dbf39ab1f2e5_451) for additional information.

| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [Financial Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_208) | | |

In fourth quarter 2024, the company announced plans to achieve $2-3 billion in structural cost reductions by the end of 2026.

These cost savings will largely come from optimizing the portfolio, leveraging technology to enhance productivity, and changing how and where work is performed, including expanded use of global capability centers.

| | | | [Noteworthy Developments](#ib7903ee4cd7540d8ab5b70d4bf454edd_211) | | | [40](#ib7903ee4cd7540d8ab5b70d4bf454edd_211) | | |

| | | | [Results of Operations](#ib7903ee4cd7540d8ab5b70d4bf454edd_549755817983) | | | [41](#ib7903ee4cd7540d8ab5b70d4bf454edd_549755817983) | | |

| | | | [Environmental Matters](#ib7903ee4cd7540d8ab5b70d4bf454edd_250) | | | [53](#ib7903ee4cd7540d8ab5b70d4bf454edd_250) | | |

| | | | [Quarterly Results](#ib7903ee4cd7540d8ab5b70d4bf454edd_259) | | | [58](#ib7903ee4cd7540d8ab5b70d4bf454edd_259) | | |

| | | | [Reports of Management](#ib7903ee4cd7540d8ab5b70d4bf454edd_262) | | | [59](#ib7903ee4cd7540d8ab5b70d4bf454edd_262) | | |

| [Note 8](#ib7903ee4cd7540d8ab5b70d4bf454edd_316) | | | [Summarized Financial Data - Chevron Phillips](#ib7903ee4cd7540d8ab5b70d4bf454edd_316) [Chemical Company LLC](#ib7903ee4cd7540d8ab5b70d4bf454edd_316) | | | [74](#ib7903ee4cd7540d8ab5b70d4bf454edd_316) | | |

| [Note 12](#ib7903ee4cd7540d8ab5b70d4bf454edd_331) | | | [Equity](#ib7903ee4cd7540d8ab5b70d4bf454edd_331) | | | [77](#ib7903ee4cd7540d8ab5b70d4bf454edd_331) | | |

| [Note 16](#ib7903ee4cd7540d8ab5b70d4bf454edd_349) | | | [Litigation](#ib7903ee4cd7540d8ab5b70d4bf454edd_349) | | | [82](#ib7903ee4cd7540d8ab5b70d4bf454edd_349) | | |

| [Note 17](#ib7903ee4cd7540d8ab5b70d4bf454edd_352) | | | [Taxes](#ib7903ee4cd7540d8ab5b70d4bf454edd_352) | | | [85](#ib7903ee4cd7540d8ab5b70d4bf454edd_352) | | |

| [Note 26](#ib7903ee4cd7540d8ab5b70d4bf454edd_421) | | | [Revenue](#ib7903ee4cd7540d8ab5b70d4bf454edd_421) | | | [99](#ib7903ee4cd7540d8ab5b70d4bf454edd_421) | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The Inflation Reduction Act (IRA), enacted in the United States on August 16, 2022, imposes several new taxes that were effective in 2023, including a 15 percent minimum tax on book income and a one percent excise tax on stock repurchases.

The IRA also implements various incentives for lower carbon activities, including carbon capture and storage and the production of hydrogen and sustainable aviation fuel, and extends the federal biodiesel mixture excise tax credit through December 31, 2024.

The IRA has not had a material impact on our results of operations.

Lead times for key capital equipment remain long.

Raw material prices have declined, leading to a lower cost for drilling pipe, chemicals and construction materials.

Onshore drilling activity in the United States declined; however, availability of specialized offshore drilling rigs, supply vessels and equipment to perform onshore hydraulic fracturing remains under pressure.

In fourth quarter 2023, the company recognized an after-tax loss of $1.9 billion related to abandonment and decommissioning obligations from previously sold oil and gas production assets in the U.S. Gulf of Mexico, as companies that purchased these assets have filed for protection under Chapter 11 of the U.S. Bankruptcy Code, and the company believes it is now probable and estimable that a portion of these obligations will revert to the company.

The cash outlays for these abandonment and decommissioning obligations are expected to take place over the next decade.

The company has begun to experience regulatory challenges and delays in obtaining permits to conduct operations in certain jurisdictions.

These challenges have, and may continue to, impact the company’s plans for future investments.

The company expects to continue operating the impacted assets for many years to come.

The financial impacts of such risks, including presently imposed sanctions, are not currently material for the company; however, it remains uncertain how long these conditions may last or how severe they may become.

In early October 2023, due to a war between Israel and Hamas, the Government of Israel directed the company to shut down production at the Tamar gas field.

Approximately one month later, the company resumed production, and the Tamar gas field is currently operational.

The Leviathan gas field was not impacted by the war and is currently operational.

The financial impacts of the Tamar shutdown and other operational impacts were not material for the company.

Crude prices were volatile in 2023 due to tapering of post-pandemic demand resurgence, OPEC+ supply cuts, Federal Reserve interest rate action, and the proliferation of geopolitical conflict.

The company’s average realization for U.S. crude oil and NGLs in 2023 was $59 per barrel, down 23 percent from 2022.

The company’s average realization for international crude oil and NGLs in 2023 was $72 per barrel, down 21 percent from 2022.

In the United States, prices at Henry Hub averaged $2.56 per thousand cubic feet (MCF) during 2023, compared with $6.36 per MCF during 2022.

High storage levels and strong production resulted in these lower prices.

International natural gas realizations averaged $7.69 per MCF during 2023, compared with $9.75 per MCF during 2022, mainly due to lower LNG prices.

The company has increased its investment emphasis on short-cycle projects.

costs to operate the company’s refining, marketing and petrochemical assets, and changes in tax, environmental, and other applicable laws and regulations.

Additionally, the company has a growing presence in renewable fuels in the United States after acquiring REG in 2022.

Angola Received approvals to extend Block 0 concession through 2050.

Australia Achieved first natural gas production from the Gorgon Stage 2 development, supporting long-term energy supply in the Asia-Pacific region.

Japan Announced agreements to conduct pilot tests on advanced closed loop geothermal technology.

| [Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers [removed: LLP](#ib7903ee4cd7540d8ab5b70d4bf454edd_268)] [added: LLP](#ide8717194b4f4760a110dbf39ab1f2e5_280)] | | | [removed: [60](#ib7903ee4cd7540d8ab5b70d4bf454edd_268)] [added: [62](#ide8717194b4f4760a110dbf39ab1f2e5_280)] | | |

| [Consolidated Statement of Income for the three years [removed: ended](#ib7903ee4cd7540d8ab5b70d4bf454edd_271)] [added: ended](#ide8717194b4f4760a110dbf39ab1f2e5_283)] December 31, [removed: 2023] [added: 2024] | | | [removed: [62](#ib7903ee4cd7540d8ab5b70d4bf454edd_271)] [added: [64](#ide8717194b4f4760a110dbf39ab1f2e5_283)] | | |

| [Consolidated Statement of Comprehensive Income for the three years [removed: ended](#ib7903ee4cd7540d8ab5b70d4bf454edd_274)] [added: ended](#ide8717194b4f4760a110dbf39ab1f2e5_286)] December 31, [removed: 2023] [added: 2024] | | | [removed: [63](#ib7903ee4cd7540d8ab5b70d4bf454edd_274)] [added: [65](#ide8717194b4f4760a110dbf39ab1f2e5_286)] | | |

| [Consolidated Balance Sheet at December [removed: 31,](#ib7903ee4cd7540d8ab5b70d4bf454edd_280)] [added: 31,](#ide8717194b4f4760a110dbf39ab1f2e5_292) 2024 [and](#ide8717194b4f4760a110dbf39ab1f2e5_292)] 2023 [removed: [and](#ib7903ee4cd7540d8ab5b70d4bf454edd_280) 2022] | | | [removed: [64](#ib7903ee4cd7540d8ab5b70d4bf454edd_280)] [added: [66](#ide8717194b4f4760a110dbf39ab1f2e5_292)] | | |

| [Consolidated Statement of Cash Flows for the three years [removed: ended](#ib7903ee4cd7540d8ab5b70d4bf454edd_283)] [added: ended](#ide8717194b4f4760a110dbf39ab1f2e5_295)] December 31, [removed: 2023] [added: 2024] | | | [removed: [65](#ib7903ee4cd7540d8ab5b70d4bf454edd_283)] [added: [67](#ide8717194b4f4760a110dbf39ab1f2e5_295)] | | |

| [Consolidated Statement of Equity for the three years [removed: ended](#ib7903ee4cd7540d8ab5b70d4bf454edd_286)] [added: ended](#ide8717194b4f4760a110dbf39ab1f2e5_298)] December 31, [removed: 2023] [added: 2024] | | | [removed: [66](#ib7903ee4cd7540d8ab5b70d4bf454edd_286)] [added: [68](#ide8717194b4f4760a110dbf39ab1f2e5_298)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ib7903ee4cd7540d8ab5b70d4bf454edd_292)] [added: Statements](#ide8717194b4f4760a110dbf39ab1f2e5_304)] | | | [removed: 67] [added: 69] to [removed: 101] [added: 103] | | |

Included below is Schedule II - Valuation and Qualifying Accounts for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]

| *Millions of Dollars* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Balance at January 1 | | | $ | [removed: 11] [added: 6] | | | | | $ | [removed: 43] [added: 11] | | | | | $ | [removed: 470] [added: 43] | |

| Additions (reductions) charged to expense | | | [removed: (2)] [added: 987] | | | | | | [removed: 1] [added: (2)] | | | | | | [removed: (30)] [added: 1] | | |

| Payments | | | (3) | | | | | | [removed: (33)] [added: (3)] | | | | | | [removed: (397)] [added: (33)] | | |

| Balance at December 31 | | | $ | [removed: 6] [added: 990] | | | | | $ | [removed: 11] [added: 6] | | | | | $ | [removed: 43] [added: 11] | |

| Beginning allowance balance for expected credit losses | | | $ | [removed: 1,008] [added: 641] | | | | | $ | [removed: 745] [added: 1,008] | | | | | $ | [removed: 671] [added: 745] | |

| Current period provision | | | [removed: (367)] [added: (30)] | | | | | | [removed: 263] [added: (367)] | | | | | | [removed: 74] [added: 263] | | |

| Balance at December 31 | | | $ | [removed: 641] [added: 611] | | | | | $ | [removed: 1,008] [added: 641] | | | | | $ | [removed: 745] [added: 1,008] | |

| Balance at January 1 | | | $ | [removed: 19,532] [added: 20,416] | | | | | $ | [removed: 17,651] [added: 19,532] | | | | | $ | [removed: 17,762] [added: 17,651] | |

| Additions to deferred income tax expense | | | [removed: 2,348] [added: 1,881] | | | | | | [removed: 3,533] [added: 2,348] | | | | | | [removed: 3,691] [added: 3,533] | | |

| Reduction of deferred income tax expense | | | [removed: (1,464)] [added: (984)] | | | | | | [removed: (1,652)] [added: (1,464)] | | | | | | [removed: (3,802)] [added: (1,652)] | | |

| Balance at December 31 | | | $ | [removed: 20,416] [added: 21,313] | | | | | $ | [removed: 19,532] [added: 20,416] | | | | | $ | [removed: 17,651] [added: 19,532] | |

* See also [Note 17 [removed: Taxes](#ib7903ee4cd7540d8ab5b70d4bf454edd_352).][added: Taxes](#ide8717194b4f4760a110dbf39ab1f2e5_370).]

| | | | | | | [Table of [removed: Contents](#ib7903ee4cd7540d8ab5b70d4bf454edd_7)] [added: Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7)] | | |

| 3.1 | | | [Restated Certificate of Incorporation of Chevron Corporation, dated May 30, 2008, filed as Exhibit 3.1 to Chevron Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000095013408014499/f42584exv3w1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000095013408014499/f42584exv3w1.htm)] | | |

| 3.2 | | | [By-Laws of Chevron Corporation, as amended and restated [removed: December 7, 2022,] [added: December](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm) [4](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm)[, 202](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm)[4](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm)[,] filed as Exhibit 3.2 to Chevron Corporation’s Current Report on Form 8-K filed [removed: December 8, 2022,] [added: December](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm) [10](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm)[, 202](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm)[4](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm)[,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341022000078/chevroncorporationby-laws.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000066/exhibit32formbylawsamendme.htm)] | | |

| 4.1 | | | [removed: Indenture,] [added: [Indenture,] dated as of June 15, 1995, filed as Exhibit 4.1 to Chevron Corporation’s Amendment Number 1 to Registration Statement on Form S-3 filed June 14, 1995, and incorporated herein by [removed: reference.] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/0000093410-95-000017.txt)] | | |

| 4.2 | | | [removed: [Indenture dated] [added: [Indenture](https://www.sec.gov/Archives/edgar/data/93410/000119312520139497/d877876dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/93410/000119312520139497/d877876dex41.htm) [dated] as of May 11, 2020, between Chevron Corporation and Deutsche Bank Trust Company Americas, as trustee, filed as Exhibit 4.1 to Chevron Corporation’s Current Report on Form 8-K filed May 12, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000119312520139497/d877876dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000119312520139497/d877876dex41.htm)] | | |

| 4.3 | | | [removed: [Indenture dated] [added: [Indenture](https://www.sec.gov/Archives/edgar/data/93410/000119312520218015/d91339dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/93410/000119312520218015/d91339dex41.htm) [dated] as of August 12, 2020, among Chevron U.S.A. Inc., Chevron Corporation, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, filed as Exhibit 4.1 to Chevron Corporation’s Current Report on Form 8-K filed August 13, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000119312520218015/d91339dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000119312520218015/d91339dex41.htm)] | | |

| 4.4 | | | [Confidential Stockholder Voting Policy of Chevron Corporation, filed as Exhibit 4.2 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000089161809000054/f50714exv4w2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000089161809000054/f50714exv4w2.htm)] | | |

| 4.5 | | | [Description of Securities Registered under Section 12 of the Exchange Act, filed as Exhibit 4.4 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341020000010/cvx12312019ex44.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341020000010/cvx12312019ex44.htm)] | | |

| 10.1+ | | | [Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan, filed as Exhibit 10.1 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000089161809000054/f50714exv10w1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000089161809000054/f50714exv10w1.htm)] | | |

| 10.2+ | | | [Amendment Number One to the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan, filed as Exhibit 10.1 to Chevron Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341016000070/cvx06302016ex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341016000070/cvx06302016ex101.htm)] | | |

| [removed: 10.3+] [added: 10.4+] | | | [Form of Retainer Stock Option Agreement under the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan, filed as Exhibit 10.17 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000095012310016846/f54086exv10w17.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000095012310016846/f54086exv10w17.htm)] | | |

| [removed: 10.4+] [added: 10.5+] | | | [Form of Stock Units Agreement under the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan, filed as Exhibit 10.19 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000089161809000054/f50714exv10w19.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000089161809000054/f50714exv10w19.htm)] | | |

| [removed: 10.5+] [added: 10.8+] | | | [removed: [Chevron] [added: [Long-Term] Incentive [removed: Plan,] [added: Plan of Chevron Corporation,] amended and restated [removed: effective](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm) [October] [added: effective October] 2, [removed: 2023](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm)[,] [added: 2023,] filed as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm)[3](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm) [to] [added: 10.5 to] Chevron [removed: Corporation’s](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm) [Report] [added: Corporation’s Quarterly Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm)[Q](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm) [for the](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm) [quarter](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm) [ended](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm) [September 30](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm)[, 202](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm)[3](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm)[,] [added: 10-Q for the quarter ended September 30, 2023,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex103cip.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm)] | | |

| [removed: 10.6+] [added: 10.7+] | | | [Summary](https://www.sec.gov/Archives/edgar/data/93410/000009341023000009/exhibit1062022.htm) of Chevron Incentive Plan Award Criteria, filed as Exhibit 10.6 to Chevron Corporation's Annual Report on Form 10-K for the year ended December 31, 2022, and incorporated herein by reference. | | |

| [removed: 10.7+] [added: 10.22+] | | | [removed: [Long-Term] [added: [2022 Long-Term] Incentive Plan of Chevron [removed: Corporation,](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm) [amended] [added: Corporation, amended] and restated effective [removed: Octo](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm)[ber 2](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm)[,] [added: October 2,] 2023, filed as Exhibit [removed: 10.5] [added: 10.4] to Chevron [removed: Corporation](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm)[’](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm)[s] [added: Corporation’s] Quarterly Report on Form 10-Q for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm) [September](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm) [3](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm)[0,] [added: ended September 30,] 2023, and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1052013ltip.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm)] | | |

| [removed: 10.8+] [added: 10.14+] | | | [Form of Performance Share Award Agreement under the Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.1 to Chevron Corporation’s Current Report on Form 8-K filed February 1, 2021, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341021000005/formofpsuagreement2021.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341021000005/formofpsuagreement2021.htm)] | | |

| [removed: 10.9+] [added: 10.28+] | | | [Form of Performance Share Award Agreement [added: (share settled)] under the [added: 2022] Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.1 to Chevron Corporation’s Current Report on Form 8-K filed February [removed: 3, 2020,] [added: 2, 2024,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341020000007/exhibit101toform8-kpsu.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex101psusharesettled.htm)] | | |

| [removed: 10.10+] [added: 10.12+] | | | [Form of Standard Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.3 to Chevron Corporation’s Current Report on Form 8-K filed February 3, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341020000007/exhibit103toform8-ksta.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341020000007/exhibit103toform8-ksta.htm)] | | |

| [removed: 10.11+] [added: 10.32+] | | | [Form of Special Restricted Stock Unit Award Agreement [added: (share settled)] under the [added: 2022] Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.3] [added: 10.5] to Chevron Corporation’s Current Report on Form 8-K filed February [removed: 4, 2019,] [added: 2, 2024,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341019000004/exhibit103-2019specialrsua.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex105specialrsusharesett.htm)] | | |

| [removed: 10.12+] [added: 10.13+] | | | [Form of Non-Qualified Stock Option Award Agreement under the Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.2 to Chevron Corporation’s Current Report on Form 8-K filed February 3, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341020000007/exhibit102toform8-knqs.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341020000007/exhibit102toform8-knqs.htm)] | | |

| [removed: 10.13+] [added: 10.9+] | | | [Form of [added: Non-Qualified] Stock [removed: Appreciation Rights] [added: Option] Award Agreement under the Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.13 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm)[8](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm) [to] Chevron [removed: Corporation’s Annual Report] [added: Corporation’s](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm) [Annual](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm) [Report] on [removed: Form 10-K for the year] [added: Form](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm) [10](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm)[\-K](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm) [for the](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm) [year] ended December 31, [removed: 201](http://www.sec.gov/Archives/edgar/data/93410/000009341020000010/cvx12312019ex1013.htm)[9](http://www.sec.gov/Archives/edgar/data/93410/000009341020000010/cvx12312019ex1013.htm)[,](http://www.sec.gov/Archives/edgar/data/93410/000009341020000010/cvx12312019ex1013.htm) [and] [added: 20](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm)[14](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm)[, and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341020000010/cvx12312019ex1013.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341015000010/cvx12312014ex108ltipnqso.htm)] | | |

| [removed: 10.14+] [added: 10.15+] | | | [Chevron Corporation Deferred Compensation Plan for Management Employees, filed as Exhibit 10.5 to Chevron Corporation’s Current Report on Form 8-K filed December 13, 2005, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000095013405023032/f15310exv10w5.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000095013405023032/f15310exv10w5.htm)] | | |

| [removed: 10.15+] [added: 10.16+] | | | [Chevron Corporation Deferred Compensation Plan for Management Employees [removed: II,](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [amended] [added: II, amended] and restated effective October 2, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [filed] [added: 2023, filed] as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm)[1](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [to] [added: 10.1 to] Chevron [removed: Corporation’s](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [Report] [added: Corporation’s Quarterly Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm)[Q](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [for the](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [quarter](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [ended](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [September](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) [30, 2023](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm)[,] [added: 10-Q for the quarter ended September 30, 2023,] and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex101dcpii.htm) | | |

| [removed: 10.16+] [added: 10.6+] | | | [Chevron [removed: Corporation Retirement Restoration Plan,](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex102rrp.htm)] [added: Incentive Plan,] amended and restated effective October 2, 2023, [removed: [filed] [added: filed] as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex102rrp.htm)[2](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex102rrp.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000059/a09302024ex10110-q1.htm)[1](https://www.sec.gov/Archives/edgar/data/93410/000009341024000059/a09302024ex10110-q1.htm)] [to Chevron Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2023,] [added: 202](https://www.sec.gov/Archives/edgar/data/93410/000009341024000059/a09302024ex10110-q1.htm)[4](https://www.sec.gov/Archives/edgar/data/93410/000009341024000059/a09302024ex10110-q1.htm)[,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex102rrp.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000059/a09302024ex10110-q1.htm)] | | |

| [removed: 10.17+] [added: 10.18+] | | | [Chevron Corporation ESIP Restoration Plan, Amended and Restated as [removed: of January 1, 2018,] [added: of](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm) [August](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm) [1, 20](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm)[24](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm)[,] filed as Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm)[3](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm) [to] Chevron Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2017,] [added: 20](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm)[24](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm)[,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341017000046/a09302017ex101esiprestorat.htm)] | | |

| [removed: 10.18+] [added: 10.19+] | | | [Agreement between Chevron Corporation and R. Hewitt [removed: Pate,](http://www.sec.gov/Archives/edgar/data/93410/000095012312002976/f60351exv10w16.htm) [dated] [added: Pate, dated] February 21, [removed: 2012,](http://www.sec.gov/Archives/edgar/data/93410/000095012312002976/f60351exv10w16.htm) [filed] [added: 2012, filed] as Exhibit 10.16 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/93410/000095012312002976/f60351exv10w16.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000095012312002976/f60351exv10w16.htm)] | | |

| [removed: 10.19+*] [added: 10.20+] | | | [Agreement between Chevron Corporation and R. Hewitt [removed: Pate,](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm) [dated](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm) [De](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm)[cember] [added: Pate, dated December] 13, [removed: 2018](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm).] [added: 201](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm)[8](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm)[,](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm) [](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm)[filed](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm) [as Exhibit](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm) [10.19 to Chevron Corporation](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm)[’](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm)[s Annual Report on Form 10-K for the year](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm) [ended December 31, 2023, and incorporated her](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm)[ein by reference](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/a202310-kex1019.htm).] | | |

| [removed: 10.20+] [added: 10.21+*] | | | [Amended and Restated Aircraft Time-Sharing Agreement, dated as [removed: of April 1, 2020,] [added: of](https://www.sec.gov/Archives/edgar/data/93410/000009341025000009/a12312024ex1021.htm) [November 16, 2024](https://www.sec.gov/Archives/edgar/data/93410/000009341025000009/a12312024ex1021.htm)[,] between Chevron U.S.A. Inc. and Michael K. [removed: Wirth, filed as Exhibit 10.1 to Chevron Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/93410/000009341020000020/a03312020ex101-aircraft.htm)] [added: Wirth](https://www.sec.gov/Archives/edgar/data/93410/000009341025000009/a12312024ex1021.htm)[.](https://www.sec.gov/Archives/edgar/data/93410/000009341025000009/a12312024ex1021.htm)] | | |

| [removed: 10.21+] [added: 10.17+] | | | [removed: [2022 Long-Term Incentive Plan of Chevron Corporation,](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm) [amended] [added: [Chevron Corporation Retirement Restoration Plan,](https://www.sec.gov/Archives/edgar/data/93410/000009341024000059/a09302024ex10210-q1.htm) amended] and restated effective [removed: October 2, 2023,](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm)] [added: August 1, 2024,] [filed as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm)[4](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm) [to] [added: 10.2 to] Chevron [removed: Corporation’s](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm) [Report] [added: Corporation’s Quarterly Report] on [removed: Form](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm) [10-Q] [added: Form 10-Q] for the quarter ended September 30, [removed: 2023,] [added: 202](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex102rrp.htm)[4](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex102rrp.htm)[,] and [removed: incorporated](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm) [herein] [added: incorporated herein] by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex1042022ltip.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000088/a09302023ex102rrp.htm)] | | |

| [removed: 10.22+] [added: 10.23+] | | | [Form of Performance Share Award Agreement under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.1 to Chevron Corporation’s Current Report on Form 8-K filed January 27, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit101forjan2023recomp.htm) | | |

| [removed: 10.23+] [added: 10.24+] | | | [Form of Standard Restricted Stock Unit Award Agreement [removed: (s](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit102tojan2023formsta.htm)[hare](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit102tojan2023formsta.htm) [settled)] [added: (share settled)] under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.2 to Chevron Corporation’s Current Report on Form 8-K filed January 27, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit102tojan2023formsta.htm) | | |

| [removed: 10.24+] [added: 10.25+] | | | [Form of Standard Restricted Stock Unit Award Agreement (cash settled) under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.3 to Chevron Corporation’s Current Report on Form 8-K filed January 27, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/ex103tojan2023formcompdeci.htm) | | |

| [removed: 10.25+] [added: 10.27+] | | | [Form of [removed: Special Restricted] Stock [removed: Unit] [added: Appreciation Right] Award Agreement [removed: (share settled)] under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.4] [added: 10.7] to Chevron Corporation’s Current Report on Form 8-K filed January 27, 2023, and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit104jan2023formcompd.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit107tojan2023formcom.htm)] | | |

| [removed: 10.26+] [added: 10.33+] | | | [Form of Special Restricted Stock Unit Award Agreement (cash settled) under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.5] [added: 10.6] to Chevron Corporation’s Current Report on Form 8-K filed [removed: January 27, 2023,] [added: February 2, 2024,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit105jan2023formcompd.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex106specialrsucashsettl.htm)] | | |

| [removed: 10.27+] [added: 10.26+] | | | [Form of Non-Qualified Stock Options Award Agreement under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.6 to Chevron Corporation’s Current Report on Form 8-K filed January 27, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit106jan2023formcompd.htm) | | |

| [removed: 10.28+] [added: 10.36+] | | | [Form of Stock Appreciation Right Award Agreement under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.7] [added: 10.9] to Chevron Corporation’s Current Report on Form 8-K filed [removed: January 27, 2023,] [added: February 2, 2024,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341023000005/exhibit107tojan2023formcom.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex109sars.htm)] | | |

| 10.29+ | | | [Form of Performance Share Award Agreement [removed: (share] [added: (cash] settled) under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.1] [added: 10.2] to Chevron Corporation’s Current Report on Form 8-K filed February 2, 2024, and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex101psusharesettled.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex102psucashsettled.htm)] | | |

| 10.30+ | | | [Form of [removed: Performance Share] [added: Standard Restricted Stock Unit] Award Agreement [removed: (cash] [added: (share] settled) under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.2] [added: 10.3] to Chevron Corporation’s Current Report on Form 8-K filed February 2, 2024, and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex102psucashsettled.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex103stdrsusharesettled.htm).] | | |

| 10.31+ | | | [Form of Standard Restricted Stock Unit Award Agreement [removed: (share] [added: (cash] settled) under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.3] [added: 10.4] to Chevron Corporation’s Current Report on Form 8-K filed February 2, 2024, and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex103stdrsusharesettled.htm).] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex104stdrsucashsettled.htm)] | | |

| [removed: 10.32+] [added: 10.34+] | | | [Form of [removed: Standard Restricted] [added: Non-Qualified] Stock [removed: Unit] [added: Options] Award Agreement [removed: (cash settled)] under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit [removed: 10.4] [added: 10.7] to Chevron Corporation’s Current Report on Form 8-K filed February 2, 2024, and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex104stdrsucashsettled.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex107nqso.htm)] | | |

| 10.3+* | | | [Amendment Number Two to the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan](https://www.sec.gov/Archives/edgar/data/93410/000009341025000009/a12312024ex103.htm). | | |

| | | | | | | [Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7) | | |

| | | | | | | [Table of Contents](#ide8717194b4f4760a110dbf39ab1f2e5_7) | | |

| | | | | | |

| 10.36+ | | | [Form of Non-Qualified Stock Options Award Agreement (cashless) under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.8 to Chevron Corporation’s Current Report on Form 8-K filed February 2, 2024, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex108nqsocashless.htm) | | |

| 10.37+ | | | [Form of Stock Appreciation Right Award Agreement under the 2022 Long-Term Incentive Plan of Chevron Corporation, filed as Exhibit 10.9 to Chevron Corporation’s Current Report on Form 8-K filed February 2, 2024, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000007/ex109sars.htm) | | |

| 97.1+* | | | [Chevron Corporation Dodd-Frank Clawback Policy.](https://www.sec.gov/Archives/edgar/data/93410/000009341024000013/cvx12312023ex971.htm) | | |