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INDEX TO MANAGEMENTS DISCUSSION AND ANALYSIS,CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FS-1
KEY FINANCIAL RESULTS
INCOME FROM CONTINUING OPERATIONS BY MAJOROPERATING AREA
BUSINESS ENVIRONMENT AND OUTLOOK
operating expenses for all business segments and capital expenditures, particularly for the upstream business.
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only the general level of inflation, but also prices charged by the industrys product- and service-providers, which can be affected by the volatility of the industrys own supply and demand conditions for such products and services. The oil and gas industry worldwide experienced significant price increases for these items during 2005 and 2006, and an upward trend in prices may continue into 2007. Capital and exploratory expenditures and operating expenses also can be affected by uninsured damages to production facilities caused by severe weather or civil unrest.
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FS-4
OPERATING DEVELOPMENTS
Upstream
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Downstream
Other
RESULTS OF OPERATIONS
U.S. Upstream Exploration and Production
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properties. The decrease from 2004 was associated mainly with the effects of hurricanes, property sales and normal field declines, partially offset by additional volumes from the former Unocal properties.
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International Downstream Refining, Marketing and Transportation
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Chemicals
All Other
corporate-level tax adjustments. Higher charges in 2005 also were associated with environmental remediation of properties that had been sold or idled and Unocal corporate-level activities. Interest expense was higher in 2005 due to an increase in interest rates and the debt assumed with the Unocal acquisition.
CONSOLIDATED STATEMENT OF INCOME
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The increase in 2005 from 2004 was the result of higher international taxes assessed on product values, higher duty rates in the areas of the companys European downstream operations and higher U.S. federal excise taxes on jet fuel resulting from a change in tax law that became effective in 2005.
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SELECTED OPERATING DATA1,2
INFORMATION RELATED TO INVESTMENT INDYNEGY INC.
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LIQUIDITY AND CAPITAL RESOURCES
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responding periods. The 2005 amount excludes the $17.3 billion acquisition of Unocal Corporation.
Capital and Exploratory Expenditures
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FINANCIAL RATIOS
Financial Ratios
Current Ratio current assets divided by current liabilities. The current ratio in all periods was adversely affected by the fact that Chevrons inventories are valued on a Last-In-First-Out basis. At year-end 2006, the book value of inventory was lower than replacement costs, based on average acquisition costs during the year, by approximately $6 billion.
balances for retained earnings and the capital stock that was issued in connection with the Unocal acquisition.
GUARANTEES, OFF-BALANCE-SHEETARRANGEMENTS AND CONTRACTUAL OBLIGATIONS,AND OTHER CONTINGENCIES
Direct or Indirect Guarantees*
At December 31, 2006, the company and its subsidiaries provided guarantees, either directly or indirectly, of $296 million for notes and other contractual obligations of affiliated companies and $131 million for third parties, as described by major category below. There are no amounts being carried as liabilities for the companys obligations under these guarantees.
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not recorded a liability for these guarantees. Approximately 50 percent of the amounts guaranteed will expire within the 2007 through 2011 period, with the guarantees of the remaining amounts expiring by 2019.
Contractual Obligations
FINANCIAL AND DERIVATIVE INSTRUMENTS
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Control group to ensure compliance with the companys risk management policies that have been approved by the Audit Committee of the companys Board of Directors.
to a portion of the companys fixed-rate debt are accounted for as fair value hedges, whereas interest rate swaps related to a portion of the companys floating-rate debt are recorded at fair value on the balance sheet with resulting gains and losses reflected in income.
TRANSACTIONS WITH RELATED PARTIES
LITIGATION AND OTHER CONTINGENCIES
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alleging that Unocal misled the California Air Resources Board into adopting standards for composition of RFG that overlapped with Unocals undisclosed and pending patents. Eleven lawsuits are now consolidated in U.S. District Court for the Central District of California and three are consolidated in California State Court. Unocal is alleged to have monopolized, conspired and engaged in unfair methods of competition, resulting in injury to consumers of RFG. Plaintiffs in both consolidated actions seek unspecified actual and punitive damages, attorneys fees, and interest on behalf of an alleged class of consumers who purchased summertime RFG in California from January 1995 through August 2005. Unocal believes it has valid defenses and intends to vigorously defend against these lawsuits. The companys potential exposure related to these lawsuits cannot currently be estimated.
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long-lived assets and the liability can be reasonably estimated. The liability balance of approximately $5.8 billion for asset retirement obligations at year-end 2006 related primarily to upstream and mining properties. Refer to Note 24 on page FS-58 for a discussion of the companys asset retirement obligations.
in which it operates, including the United States. As has occurred in the past, actions could be taken by governments to increase public ownership of the companys partially or wholly owned businesses or assets or to impose additional taxes or royalties on the companys operations or both.
FS-18
estimated at about $150 million. The timing of the settlement and the exact amount within this range of estimates are uncertain.
ENVIRONMENTAL MATTERS
ing and new environmental laws or regulations; or remediate and restore areas damaged by prior releases of hazardous materials. Although these costs may be significant to the results of operations in any single period, the company does not expect them to have a material effect on the companys liquidity or financial position.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
FS-19
natural gas reserves are important to the timing of expense recognition for costs incurred.
pension and OPEB plans is recorded in Accrued liabilities or Reserves for employee benefit plans. Amounts yet to be recognized as components of pension or OPEB expense are recorded in Accumulated other comprehensive income.
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the year the difference occurs. Instead, the differences are included in actuarial gain/loss and unamortized amounts have been reflected in Accumulated other comprehensive loss on the Consolidated Balance Sheet. Refer to Note 21, beginning on page FS-48, for information on the $2.6 billion of actuarial losses recorded by the company as of December 31, 2006; a description of the method used to amortize those costs; and an estimate of the costs to be recognized in expense during 2007.
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the amount of the impairment and are not subject to sensitivity analysis.
amount of damages. Similarly, liabilities for environmental remediation are subject to change because of changes in laws, regulations and their interpretation, the determination of additional information on the extent and nature of site contamination, and improvements in technology.
NEW ACCOUNTING STANDARDS
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tion, and accounting for the cumulative-effect adjustment. The new interpretation is intended to provide better financial statement comparability among companies.
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QUARTERLY RESULTS AND STOCK MARKET DATA
The companys common stock is listed on the New York Stock Exchange (trading symbol: CVX). As of February 23, 2007,stockholders of record numbered approximately 223,000. There are no restrictions on the companys ability to pay dividends.
FS-24
MANAGEMENTS RESPONSIBILITY FOR FINANCIAL STATEMENTS
To the Stockholders of Chevron Corporation
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The companys management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a15(f). The companys management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of its internal control over financial reporting based on theInternal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this evaluation, the companys management concluded that its internal control over financial reporting was effective as of December 31, 2006.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
INTERNAL CONTROL OVER FINANCIAL REPORTING
/s/PricewaterhouseCoopers LLP
San Francisco, CaliforniaFebruary 28, 2007
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See accompanying Notes to the Consolidated Financial Statements.
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
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CONSOLIDATED BALANCE SHEET
FS-29
CONSOLIDATED STATEMENT OF CASH FLOWS
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CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
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NOTE 1.
Subsidiary and Affiliated Companies The Consolidated Financial Statements include the accounts of controlled subsidiary companies more than 50 percent-owned and variable-interest entities in which the company is the primary beneficiary. Undivided interests in oil and gas joint ventures and certain other assets are consolidated on a proportionate basis. Investments in and advances to affiliates in which the company has a substantial ownership interest of approximately 20 percent to 50 percent or for which the company exercises significant influence but not control over policy decisions are accounted for by the equity method. As part of that accounting, the company recognizes gains and losses that arise from the issuance of stock by an affiliate that results in changes in the companys proportionate share of the dollar amount of the affiliates equity currently in income. Deferred income taxes are provided for these gains and losses.
duration and extent of the decline, the investees financial performance, and the companys ability and intention to retain its investment for a period that will be sufficient to allow for any anticipated recovery in the investments market value. The new cost basis of investments in these equity investees is not changed for subsequent recoveries in fair value. Subsequent recoveries in the carrying value of other investments are reported in Other comprehensive income.
Short-Term Investments All short-term investments are classified as available for sale and are in highly liquid debt securities. Those investments that are part of the companys cash management portfolio and have original maturities of three months or less are reported as Cash equivalents. The balance of the short-term investments is reported as Marketable securities and are marked-to-market, with any unrealized gains or losses included in Other comprehensive income.
Inventories Crude oil, petroleum products and chemicals are generally stated at cost, using a Last-In, First-Out (LIFO) method. In the aggregate, these costs are below market. Materials, supplies and other inventories generally are stated at average cost.
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Properties, Plant and Equipment The successful efforts method is used for crude oil and natural gas exploration and production activities. All costs for development wells, related plant and equipment, proved mineral interests in crude oil and natural gas properties, and related asset retirement obligation (ARO) assets are capitalized. Costs of exploratory wells are capitalized pending determination of whether the wells found proved reserves. Costs of wells that are assigned proved reserves remain capitalized. Costs are also capitalized for exploratory wells that have found crude oil and natural gas reserves even if the reserves cannot be classified as proved when the drilling is completed, provided the exploratory well has found a sufficient quantity of reserves to justify its completion as a producing well and the company is making sufficient progress assessing the reserves and the economic and operating viability of the project. All other exploratory wells and costs are expensed. Refer to Note 20, beginning on page FS-47, for additional discussion of accounting for suspended exploratory well costs.
asset and the amount can be reasonably estimated. Refer also to Note 24, on page FS-58, relating to AROs.
Goodwill Goodwill acquired in a business combination is not subject to amortization. As required by FASB Statement No. 142,Goodwill and Other Intangible Assets, the company tests such goodwill at the reporting unit level for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The goodwill arising from the Unocal acquisition is described in more detail in Note 2, beginning on page FS-34.
Environmental Expenditures Environmental expenditures that relate to ongoing operations or to conditions caused by past operations are expensed. Expenditures that create future benefits or contribute to future revenue generation are capitalized.
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ment obligation is made, following FAS 143. Refer to Note 24, on page FS-58, for a discussion of FAS 143.
Currency Translation The U.S. dollar is the functional currency for substantially all of the companys consolidated operations and those of its equity affiliates. For those operations, all gains and losses from currency translations are currently included in income. The cumulative translation effects for those few entities, both consolidated and affiliated, using functional currencies other than the U.S. dollar are included in the currency translation adjustment in Stockholders Equity.
Revenue Recognition Revenues associated with sales of crude oil, natural gas, coal, petroleum and chemicals products, and all other sources are recorded when title passes to the customer, net of royalties, discounts and allowances, as applicable. Revenues from natural gas production from properties in which Chevron has an interest with other producers are generally recognized on the basis of the companys net working interest (entitlement method). Excise, value-added and other similar taxes assessed by a governmental authority on a revenue-producing transaction between a seller and a customer are presented on a gross basis. The associated amounts are shown as a footnote to the Consolidated Statement of Income on page FS-27. Refer to Note 14, on page FS-43, for a discussion of the accounting for buy/sell arrangements.
Stock Options and Other Share-Based Compensation Effective July 1, 2005, the company adopted the provisions of FASB Statement No. 123R, Share-Based Payment (FAS 123R), for its share-based compensation plans. The company previously accounted for these plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations and disclosure requirements established by FASB Statement No. 123, Accounting for Stock-Based Compensation (FAS 123).
information related to awards granted under those plans and additional information on the companys adoption of FAS 123R.
NOTE 2.
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NOTE 3.
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NOTE 4.
NOTE 5.
NOTE 6.
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NOTE 7.
Foreign Currency The company enters into forward exchange contracts, generally with terms of 180 days or less, to manage some of its foreign currency exposures. These exposures include revenue and anticipated purchase transactions,
Interest Rates The company enters into interest rate swaps as part of its overall strategy to manage the interest rate risk on its debt. Under the terms of the swaps, net cash settlements are based on the difference between fixed-rate and floating-rate interest amounts calculated by reference to agreed notional principal amounts. Interest rate swaps related to a portion of the companys fixed-rate debt are accounted for as fair value hedges, whereas interest rate swaps related to a portion of the companys floating-rate debt are recorded at fair value on the balance sheet with resulting gains and losses reflected in income.
Fair Value Fair values are derived either from quoted market prices or, if not available, the present value of the expected cash flows. The fair values reflect the cash that would have been received or paid if the instruments were settled at year-end.
Concentrations of Credit Risk The companys financial instruments that are exposed to concentrations of credit risk consist primarily of its cash equivalents, marketable securities, derivative financial instruments and trade receivables. The companys short-term investments are placed with a wide array of finan-
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NOTE 8.
Segment Earnings The company evaluates the performance of its operating segments on an after-tax basis, without considering the effects of debt financing interest expense or investment interest income, both of which are managed by the company on a worldwide basis. Corporate administrative costs and assets are not allocated to the operating segments. However, operating segments are billed for the direct use of corporate services. Nonbillable costs remain at the corporate level in All Other. After-tax segment income from continuing operations is presented in the following table:
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Segment Sales and Other Operating Revenues Operating segment sales and other operating revenues, including internal transfers, for the years 2006, 2005 and 2004 are presented in the following table. Products are transferred between operating segments at internal product values that approximate market prices.
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Other Segment Information Additional information for the segmentation of major equity affiliates is contained in Note 12, beginning on page FS-41. Information related to properties, plant and equipment by segment is contained in Note 13, on page FS-43.
NOTE 9.
NOTE 10.
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NOTE 11.
NOTE 12.
Hamaca Chevron has a 30 percent interest in the Hamaca heavy oil production and upgrading project located in Venezuelas Orinoco Belt.
FS-41
GS Caltex Corporation Chevron owns 50 percent of GS Caltex, a joint venture with GS Holdings. The joint venture, originally formed in 1967 between the LG Group and Caltex, imports, refines and markets petroleum products and petrochemicals predominantly in South Korea.
Caspian Pipeline Consortium Chevron has a 15 percent interest in the Caspian Pipeline Consortium (CPC), which provides the critical export route for crude oil from both TCO and Karachaganak. At December 31, 2006, the companys carrying value of its investment in CPC was about $50 higher than the amount of underlying equity in CPCs net assets.
Star Petroleum Refining Company Ltd. Chevron has a 64 percent equity ownership interest in Star Petroleum Refining Company Limited (SPRC), which owns the Star Refinery in Thailand. The Petroleum Authority of Thailand owns the remaining 36 percent of SPRC.
Caltex Australia Ltd. Chevron has a 50 percent equity ownership interest in Caltex Australia Limited (CAL). The remaining 50 percent of CAL is publicly owned. At December 31, 2006, the fair value of Chevrons share of CAL common stock was approximately $2,400. The aggregate carrying value of the companys investment in CAL was approximately $60 lower than the amount of underlying equity in CAL net assets.
Colonial Pipeline Company Chevron owns an approximate 23 percent equity interest in the Colonial Pipeline Company. The Colonial Pipeline system runs from Texas to New Jersey and transports petroleum products in a 13-state market. At December 31, 2006, the companys carrying value of its investment in Colonial Pipeline was approximately $590 higher than the amount of underlying equity in Colonial Pipelines net assets.
Chevron Phillips Chemical Company LLC Chevron owns 50 percent of Chevron Phillips Chemical Company LLC (CPChem), with the other half owned by ConocoPhillips Corporation. At December 31, 2006, the companys carrying value of its investment in CPChem was approximately $80 lower than the amount of underlying equity in CPChems net assets.
Other Information Sales and other operating revenues on the Consolidated Statement of Income includes $9,582, $8,824 and $7,933 with affiliated companies for 2006, 2005 and 2004, respectively. Purchased crude oil and products includes $4,222, $3,219 and $2,548 with affiliated companies for 2006, 2005 and 2004, respectively.
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NOTE 13.
NOTE 14.
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NOTE 15.
RFG Patent Fourteen purported class actions were brought by consumers of reformulated gasoline (RFG) alleging that Unocal misled the California Air Resources Board into adopting standards for composition of RFG that overlapped with Unocals undisclosed and pending patents. Eleven lawsuits are now consolidated in U.S. District Court for the Central District of California and three are consolidated in California State Court. Unocal is alleged to have monopolized, conspired and engaged in unfair methods of competition, resulting in injury to consumers of RFG. Plaintiffs in both consolidated actions seek unspecified actual and punitive damages, attorneys fees, and interest on behalf of an alleged class of consumers who purchased summertime RFG in California from January 1995 through August 2005. Unocal believes it has valid defenses and intends to vigorously defend against these lawsuits. The companys potential exposure related to these lawsuits cannot currently be estimated.
NOTE 16.
FS-44
American Jobs Creation Act of 2004 In October 2004, the American Jobs Creation Act of 2004 was passed into law. The Act provides a deduction for income from qualified domestic refining and upstream production activities, which is to be phased in from 2005 through 2010. The company expects the net effect of this provision of the Act to result in a decrease in the federal effective tax rate for 2007 to approximately 33 percent, based on current earnings levels. In the long term, the company expects that the new deduction will result in a decrease of the annual effective tax rate to about 32 percent for that category of income, based on current earnings levels.
NOTE 17.
FS-45
NOTE 18.
NOTE 19.
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement No. 109(FIN 48) In July 2006, the FASB issued FIN 48, which became effective for the company on January 1, 2007. This interpretation clarifies the accounting for income tax benefits that are uncertain in nature. Under FIN 48, a company will recognize a tax benefit in the financial statements for an uncertain tax position only if managements assessment is that its position is more likely than not (i.e., a greater than 50 percent likelihood) to be upheld on audit based only on the technical merits of the tax position. This accounting interpretation also provides guidance on measurement methodology, derecognition thresholds, financial statement classification and disclosures, interest and penalties recognition, and accounting for the cumulative-effect adjustment. The new interpretation is intended to provide better financial statement comparability among companies.
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FASB Statement No. 157, Fair Value Measurements (FAS 157) In September 2006, the FASB issued FAS 157, which will become effective for the company on January 1, 2008. This standard defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Statement does not require any new fair value measurements but would apply to assets and liabilities that are required to be recorded at fair value under other accounting standards. The impact, if any, to the company from the adoption of FAS 157 in 2008 will depend on the companys assets and liabilities at that time that are required to be measured at fair value.
FASB Statement No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an Amendment of FASB Statements No. 87, 88, 106 and 132(R) (FAS 158) In September 2006, the FASB issued FAS 158, which was adopted by the company on December 31, 2006. Refer to Note 21, beginning on page FS-48 for additional information.
NOTE 20.
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NOTE 21.
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The company uses a measurement date of December 31 to value its benefit plan assets and obligations. The funded status of the companys pension and other postretirement benefit plans for 2006 and 2005 is as follows:
Amounts recognized in the Consolidated Balance Sheet for the companys pension and other postretirement benefit plans at December 31, 2005, reflected the net of cumulative employer contributions and net periodic benefit costs recognized in earnings. The 2005 amounts for noncurrent pension liabilities also included minimum pension liability adjustments, which were offset in Accumulated other comprehensive loss and Deferred charges and other assets. Amounts recognized at December 31, 2006, reflected the net funded status of each of the companys defined-benefit pension and other postretirement plans presented as either a net asset (overfunded) or a liability (underfunded).
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The accumulated benefit obligations for all U.S. and international pension plans were $7,987 and $3,669 respectively, at December 31, 2006, and $7,931 and $3,080, respectively, at December 31, 2005.
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Assumptions The following weighted-average assumptions were used to determine benefit obligations and net periodic benefit costs for years ended December 31:
Expected Return on Plan Assets The companys estimates of the long-term rate of return on pension assets is driven primarily by actual historical asset-class returns, an assessment of expected future performance, advice from external actuarial firms and the incorporation of specific asset-class risk factors. Asset allocations are periodically updated using pension plan asset/liability studies, and the determination of the companys estimates of long-term rates of return are consistent with these studies.
Discount Rate The discount rate assumptions used to determine U.S. and international pension and postretirement benefit plan obligations and expense reflect the prevailing rates available on high-quality, fixed-income debt instruments. At December 31, 2006, the company selected a 5.8 percent discount rate based on Moodys Aa Corporate Bond Index and a cash flow analysis that matched estimated future benefit payments to the Citigroup Pension Discount Yield Curve. The discount rates at the end of 2005 and 2004 were 5.5 percent and 5.8 percent, respectively.
Other Benefit Assumptions For the measurement of accumulated postretirement benefit obligation at December 31, 2006, for the main U.S. postretirement medical plan, the assumed health care cost-trend rates start with 9 percent in 2007 and gradually decline to 5 percent for 2011 and beyond. For this measurement at December 31, 2005, the assumed health care cost-trend rates started with 10 percent in 2006 and gradually decline to 5 percent for 2011 and beyond. In both measurements, the annual increase to company contributions was capped at 4 percent.
Plan Assets and Investment Strategy The companys pension plan weighted-average asset allocations at December 31 by asset category are as follows:
The pension plans invest primarily in asset categories with sufficient size, liquidity and cost efficiency to permit investments of reasonable size. The pension plans invest in asset categories that provide diversification benefits and are easily
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Cash Contributions and Benefit Payments In 2006, the company contributed $224 and $225 to its U.S. and international pension plans, respectively. In 2007, the company expects contributions to be approximately $300 and $200 to its U.S. and international pension plans, respectively. Actual contribution amounts are dependent upon plan-investment returns, changes in pension obligations, regulatory environments and other economic factors. Additional funding may ultimately be required if investment returns are insufficient to offset increases in plan obligations.
Employee Savings Investment Plan Eligible employees of Chevron and certain of its subsidiaries participate in the Chevron Employee Savings Investment Plan (ESIP).
totaling $163, $141 and $1 in 2006, 2005 and 2004, respectively, represent open market purchases.
Employee Stock Ownership Plan Within the Chevron ESIP is an employee stock ownership plan (ESOP). In 1989, Chevron established a LESOP as a constituent part of the ESOP. The LESOP provides partial prefunding of the companys future commitments to the ESIP.
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Benefit Plan Trusts Texaco established a benefit plan trust for funding obligations under some of its benefit plans. At year-end 2006, the trust contained 14.2 million shares of Chevron treasury stock. The company intends to continue to pay its obligations under the benefit plans. The trust will sell the shares or use the dividends from the shares to pay benefits only to the extent that the company does not pay such benefits. The trustee will vote the shares held in the trust as instructed by the trusts beneficiaries. The shares held in the trust are not considered outstanding for earnings-per-share purposes until distributed or sold by the trust in payment of benefit obligations.
Management Incentive Plans Chevron has two incentive plans, the Management Incentive Plan (MIP) and the Long-Term Incentive Plan (LTIP), for officers and other regular salaried employees of the company and its subsidiaries who hold positions of significant responsibility. The MIP is an annual cash incentive plan that links awards to performance results of the prior year. The cash awards may be deferred by the recipients by conversion to stock units or other investment fund alternatives. Aggregate charges to expense for MIP were $180, $155 and $147 in 2006, 2005 and 2004, respectively. Awards under the LTIP consist of stock options and other share-based compensation that are described in Note 22 below.
Other Incentive Plans The company has a program that provides eligible employees, other than those covered by MIP and LTIP, with an annual cash bonus if the company achieves certain financial and safety goals. Charges for the programs were $329, $324 and $339 in 2006, 2005 and 2004, respectively.
NOTE 22.
closure requirements established by FASB Statement No. 123, Accounting for Stock-Based Compensation (FAS 123).
Chevron Long-Term Incentive Plan (LTIP) Awards under the LTIP may take the form of, but are not limited to, stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and non-stock grants. From April 2004 through January 2014, no more than 160 million shares may be issued under the LTIP, and no more than 64 million of those shares may be in a form other than a stock
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option, stock appreciation right or award requiring full payment for shares by the award recipient.
Texaco Stock Incentive Plan (Texaco SIP) On the closing of the acquisition of Texaco in October 2001, outstanding options granted under the Texaco SIP were converted to Chevron options. These options retained a provision for being restored, which enables a participant who exercises a stock option to receive new options equal to the number of shares exchanged or who has shares withheld to satisfy tax withholding obligations to receive new options equal to the number of shares exchanged or withheld. The restored options are fully exercisable six months after the date of grant, and the exercise price is the market value of the common stock on the day the restored option is granted. Apart from the restored options, no further awards may be granted under the former Texaco plans.
Unocal Share-Based Plans (Unocal Plans) On the closing of the acquisition of Unocal in August 2005, outstanding stock options and stock appreciation rights granted under various Unocal Plans were exchanged for fully vested Chevron options and appreciation rights at a conversion ratio of 1.07 Chevron shares for each Unocal share. These awards retained the same provisions as the original Unocal Plans. Awards issued prior to 2004 generally may be exercised for up to three years after termination of employment (depending upon the terms of the individual award agreements) or the original expiration date, whichever is earlier. Awards issued since 2004 generally remain exercisable until the end of the normal option term if termination of employment occurs prior to August 10, 2007. Other awards issued under the Unocal Plans, including restricted stock, stock units, restricted stock units and performance shares, became vested at the acquisition date, and shares or cash were issued to recipients in accordance with change-in-control provisions of the plans.
A summary of option activity during 2006 is presented below:
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ing period for retirement-eligible employees in accordance with vesting provisions of the companys share-based compensation programs for awards issued after adoption of FAS 123R. As of December 31, 2006, there was $99 of total unrecognized before-tax compensation cost related to nonvested share-based compensation arrangements granted or restored under the plans. That cost is expected to be recognized over a weighted-average period of 2.0 years.
Broad-Based Employee Stock Options In addition to the plans described above, Chevron granted all eligible employees stock options or equivalents in 1998. The options vested after two years, in February 2000, and expire after 10 years, in February 2008. A total of 9,641,600 options were awarded with an exercise price of $38.16 per share.
NOTE 23.
settled through 1991 for Chevron, 1998 for Unocal and 1987 for Texaco. Settlement of open tax years, as well as tax issues in other countries where the company conducts its businesses, is not expected to have a material effect on the consolidated financial position or liquidity of the company and, in the opinion of management, adequate provision has been made for income and franchise taxes for all years under examination or subject to future examination.
Guarantees At December 31, 2006, the company and its subsidiaries provided guarantees, either directly or indirectly, of $296 for notes and other contractual obligations of affiliated companies and $131 for third parties, as described by major category below. There are no amounts being carried as liabilities for the companys obligations under these guarantees.
Indemnifications The company provided certain indemnities of contingent liabilities of Equilon and Motiva to Shell and Saudi Refining, Inc., in connection with the February 2002 sale of the companys interests in those investments. The company would be required to perform if the indemnified liabilities become actual losses. Were that to occur, the company could be required to make future payments up to $300.
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Through the end of 2006, the company paid approximately $48 under these indemnities and continues to be obligated for possible additional indemnification payments in the future.
Securitization The company securitizes certain retail and trade accounts receivable in its downstream business through the use of qualifying Special Purpose Entities (SPEs). At December 31, 2006, approximately $1,200, representing about 7 percent of Chevrons total current accounts and notes receivables balance, were securitized. Chevrons total estimated financial exposure under these securitizations at December 31, 2006, was approximately $80. These arrangements have the effect of accelerating Chevrons collection of the securitized amounts. In the event that the SPEs experience major defaults in the collection of receivables, Chevron believes that it would have no loss exposure connected with third-party investments in these securitizations.
Long-Term Unconditional Purchase Obligations and Commitments, Including Throughput and Take-or-Pay Agreements The company and its subsidiaries have certain other contingent liabilities relating to long-term unconditional purchase obligations and commitments, including throughput and
take-or-pay agreements, some of which relate to suppliers financing arrangements. The agreements typically provide goods and services, such as pipeline and storage capacity, drilling rigs, utilities, and petroleum products, to be used or sold in the ordinary course of the companys business. The aggregate approximate amounts of required payments under these various commitments are: 2007 $3,200; 2008 $1,700; 2009 $2,100; 2010 $1,900; 2011 $900; 2012 and after $4,100. A portion of these commitments may ultimately be shared with project partners. Total payments under the agreements were approximately $3,000 in 2006, $2,100 in 2005 and $1,600 in 2004.
Minority Interests The company has commitments of $209 related to minority interests in subsidiary companies.
Environmental The company is subject to loss contingencies pursuant to environmental laws and regulations that in the future may require the company to take action to correct or ameliorate the effects on the environment of prior release of chemicals or petroleum substances, including MTBE, by the company or other parties. Such contingencies may exist for various sites, including, but not limited to, federal Superfund sites and analogous sites under state laws, refineries, crude oil fields, service stations, terminals, land development areas, and mining operations, whether operating, closed or divested. These future costs are not fully determinable due to such factors as the unknown magnitude of possible contamination, the unknown timing and extent of the corrective actions that may be required, the determination of the companys liability in proportion to other responsible parties, and the extent to which such costs are recoverable from third parties.
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reserve for these sites at year-end 2006 was $122. The federal Superfund law and analogous state laws provide for joint and several liability for all responsible parties. Any future actions by the EPA or other regulatory agencies to require Chevron to assume other potentially responsible parties costs at designated hazardous waste sites are not expected to have a material effect on the companys consolidated financial position or liquidity.
For the companys other ongoing operating assets, such as refineries and chemicals facilities, no provisions are made for exit or cleanup costs that may be required when such assets reach the end of their useful lives unless a decision to sell or otherwise abandon the facility has been made, as the indeterminate settlement dates for the asset retirements prevent estimation of the fair value of the asset retirement obligation.
Global Operations Chevron and its affiliates conduct business activities in approximately 180 countries. Besides the United States, the company and its affiliates have significant operations in the following countries: Angola, Argentina, Australia, Azerbaijan, Bangladesh, Brazil, Cambodia, Canada, Chad, China, Colombia, Democratic Republic of the Congo, Denmark, France, India, Indonesia, Kazakhstan, Myanmar, the Netherlands, Nigeria, Norway, the Partitioned Neutral Zone between Kuwait and Saudi Arabia, the Philippines, Republic of the Congo, Singapore, South Africa, South Korea, Thailand, Trinidad and Tobago, the United Kingdom, Venezuela and Vietnam.
Equity Redetermination For oil and gas producing operations, ownership agreements may provide for periodic reassessments of equity interests in estimated crude oil and natural gas reserves. These activities, individually or together, may result in gains or losses that could be material to earnings in any given period. One such equity redetermination process has been under way since 1996 for Chevrons interests in four producing zones at the Naval Petroleum Reserve at Elk Hills, California, for the time when the remaining interests in these zones were owned by the U.S. Department of Energy. A wide range remains for a possible net settlement amount for the four zones. For this range of settlement,
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Chevron estimates its maximum possible net before-tax liability at approximately $200, and the possible maximum net amount that could be owed to Chevron is estimated at about $150. The timing of the settlement and the exact amount within this range of estimates are uncertain.
Other Contingencies Chevron receives claims from and submits claims to customers, trading partners, U.S. federal, state and local regulatory bodies, governments, contractors, insurers, and suppliers. The amounts of these claims, individually and in the aggregate, may be significant and take lengthy periods to resolve.
NOTE 24.
estimate the fair value of an ARO. In adopting FIN 47, the company did not recognize any additional liabilities for conditional AROs due to an inability to reasonably estimate the fair value of those obligations because of their indeterminate settlement dates.
NOTE 25.
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NOTE 26.
NOTE 27.
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FIVE-YEAR FINANCIAL SUMMARY
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TABLE I COSTS INCURRED IN EXPLORATION, PROPERTY ACQUISITIONS AND DEVELOPMENT1
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TABLE II CAPITALIZED COSTS RELATED TO OIL AND GAS PRODUCING ACTIVITIES
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In accordance with FAS 69, income taxes in Table III are based on statutory tax rates, reflecting allowable deductions and tax credits. Interest income and expense are excluded from the results reported in Table III and from the net income amounts on page FS-38.
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TABLE V RESERVE QUANTITY INFORMATION
Reserves Governance The company has adopted a comprehensive reserves and resource classification system modeled after a system developed and approved by the Society of Petroleum Engineers, the World Petroleum Congress and the American Association of Petroleum Geologists. The system classifies recoverable hydrocarbons into six categories based on their status at the time of reporting three deemed commercial and three noncommercial. Within the commercial classification are proved reserves and two categories of unproved, probable and possible. The noncommercial categories are also referred to as contingent resources. For reserves estimates to be classified as proved, they must meet all SEC and company standards.
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NET PROVED RESERVES OF CRUDE OIL, CONDENSATE AND NATURAL GAS LIQUIDS
INFORMATION ON CANADIAN OIL SANDS NET PROVED RESERVES NOT INCLUDED ABOVE:
for the majority of the net decline as changes were made to oil-in-place estimates based on reservoir performance data. One field in the Asia-Pacific area essentially accounted for the 43 million-barrel downward revision for that region. The revision was associated with reduced well performance. Part of the 36 million-barrel net downward revision for Indonesia was associated with the effect of higher year-end prices on the calculation of reserves for cost-oil recovery under a production-sharing contract. In the United States, the 68 million-barrel net downward revision in the Gulf of
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Mexico area was across several fields and based mainly on reservoir analyses and assessments of well performance. For affiliated companies, the 206 million-barrel increase for TCO was based on an updated assessment of reservoir performance for the Tengiz Field. Partially offsetting this increase was a downward effect of higher year-end prices on the variable royalty-rate calculation. Downward revisions also occurred in other geographic areas because of the effect of higher year-end prices on various production-sharing terms and variable royalty calculations.
increased by 27 million barrels due in part to the initial booking of reserves for the Aparo field. Additional drilling activities contributed 19 million barrels in the United Kingdom and 14 million barrels in Argentina. In the United States, the Gulf of Mexico added 25 million barrels, mainly the result of the initial booking of the Great White Field in the deepwater Perdido Fold Belt area.
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NET PROVED RESERVES OF NATURAL GAS
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E-1
E-2