CVX 8-K Current Reports

Regulation FDOther EventsExhibits & Filings

Chevron 8-K Report, Financial Results (Oct 30, 2026)

Chevron Corporation (CVX) reported a robust third quarter of 2026, with earnings of $9.9 billion ($5.06 per share diluted) and adjusted earnings of $10.4 billion ($5.28 per share diluted). This performance was driven by strong operational execution across both upstream and downstream segments, supported by higher crude oil realizations and refined product sales margins. The company highlighted significant achievements, including record crude throughput at its U.S. refineries and increased U.S. production. Strategic initiatives are also underway, with plans for substantial investment in Venezuela to unlock production growth and efforts to enhance Bakken competitiveness through midstream cost reductions. These results demonstrate Chevron's ability to generate strong cash flow and profitability in the current market environment.

Oct 30, 2026 8-K

Chevron 8-K Report, Regulation FD Disclosure (Oct 6, 2026)

On October 6, 2026, Chevron (CVX) disclosed in an 8-K that it will divest its ownership interests in Hess Midstream LP (NYSE: HESM), including its general partner position, along with its DJ Basin crude oil midstream assets. In exchange, Chevron receives restructured, extended Bakken midstream contracts and new DJ Basin midstream contracts, plus $200 million in cash consideration. Management expects the Bakken midstream cost structure to fall by roughly 50%, which it expects to lift return on capital employed by about 0.5% on an absolute basis and improve long-term earnings. The main financial impact is accounting-driven rather than cash-driven. Upon closing, expected by year-end 2026, Chevron will fully deconsolidate Hess Midstream, including roughly $3.7 billion of Hess Midstream debt, and recognize a one-time after-tax loss of approximately $3 to $4 billion. Chevron expects to treat this loss as a special item, so it will be excluded from adjusted earnings. The loss reflects that Chevron cannot recognize future Bakken midstream cost savings as an asset on its balance sheet. For investors, the key items to watch are the size of the final charge, the closing conditions and regulatory approvals, and whether the promised Bakken cost savings materialize in practice. The transaction was approved by the independent Conflicts Committee of Hess Midstream's general partner. Litigation risk and the possibility that anticipated benefits are delayed or not realized are flagged as forward-looking risks.

Oct 6, 2026 8-K

Chevron 8-K Report, Executive Changes (Oct 5, 2026)

Chevron Corporation (CVX) announced significant changes to its executive leadership team, effective January 1, 2027. These changes reflect a strategic realignment of responsibilities within the company's senior management. Mark A. Nelson will transition from his role as Executive Vice President, Oil, Products & Gas, to focus on Strategy and Business Development as Vice Chairman, while Eimear P. Bonner will move from Chief Financial Officer to President of Oil, Products & Gas. This reshuffling positions key leaders to drive future growth and strategic initiatives. The most impactful change for investors is the appointment of Jeff B. Gustavson as the new Chief Financial Officer (CFO). Mr. Gustavson brings extensive experience within Chevron, having held various senior roles including President of New Energies. His appointment as CFO is effective January 1, 2027, and he will be responsible for the company's principal financial operations. His compensation package includes an annual base salary of $1,000,000 and a target bonus percentage of 110% under the Chevron Incentive Plan, indicating the company's confidence in his leadership.

Oct 5, 2026 8-K

Chevron 8-K Report, Financial Results (Jul 31, 2026)

Chevron reported second quarter 2026 earnings of $12.1 billion ($6.11 per diluted share), or $12.0 billion ($6.06 per share) on an adjusted basis, up sharply from $2.5 billion a year earlier and $2.2 billion in the first quarter. Results were driven by higher realized prices (Brent averaged $104/bbl versus $68 a year ago), record U.S. production, a 20% year-over-year increase in worldwide production largely from the Hess acquisition, and stronger downstream margins. Return on capital employed rose to 21.4%, and cash flow from operations reached $22.6 billion, supported in part by favorable working capital effects. Free cash flow was $18.1 billion, and the company cut total debt by a record $8.4 billion, lowering net debt-to-CFFO to 0.6x. Management highlighted progress on cost and integration: structural cost reductions reached $3 billion in annual run-rate savings, six months ahead of the target, and Hess synergies reached $1.5 billion, 50% above the initial goal. The company also declared a quarterly dividend of $1.78 per share. Share repurchases of $3.1 billion in the quarter and the dividend together returned substantial cash to shareholders. Looking ahead, investors should weigh the strength of the quarter against its dependence on elevated oil prices linked to Middle East disruption, which also curtailed Partitioned Zone output and reduced international refinery runs by 10%. Reported results include $1.4 billion of favorable timing effects that may reverse. Growth catalysts include a 20-year, 2.67 GW power agreement with Microsoft for a West Texas data center and planned divestitures of Singapore downstream assets expected to close in 2027. Note that all figures are unaudited and the filing is furnished under Item 2.02 rather than filed.

Jul 31, 2026 8-K

Chevron 8-K Report, Executive Changes (May 29, 2026)

Chevron Corporation (CVX) has announced a significant leadership change with the upcoming resignation of its Chief Legal Officer (CLO), R. Hewitt Pate. Mr. Pate's resignation is effective December 31, 2026, coinciding with his planned retirement in June 2027. This transition marks the end of Mr. Pate's tenure in a key executive role, and investors will be keen to understand the succession plan and the impact on the company's legal strategy and governance.

May 29, 2026 8-K

Chevron 8-K Report, Shareholder Vote Results (May 29, 2026)

Chevron Corporation (CVX) held its 2026 Annual Meeting of Stockholders on May 27, 2026, with the primary purpose of voting on director elections and various proposals. The results indicate strong support for the company's slate of directors, with all nominees being elected to one-year terms. Additionally, stockholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 and approved, on an advisory basis, the compensation of Chevron's named executive officers. These outcomes reflect continued confidence from the shareholder base in the company's leadership and governance practices. Conversely, several stockholder proposals presented at the meeting did not receive majority support and were therefore not approved. These included proposals on establishing an independent chair, publishing a report on indigenous peoples' rights, and commissioning a third-party report on human rights processes. The significant opposition to these proposals suggests a divergence in perspective between the proposing stockholders and the broader shareholder base regarding these specific governance and social initiatives.

May 29, 2026 8-K

Corporate ChangesExhibits & Filings

Chevron 8-K Report, Financial Results (May 1, 2026)

Chevron reported unaudited first quarter 2026 earnings of $2.2 billion ($1.11 per diluted share), down from $3.5 billion ($2.00) in the year-ago quarter. Adjusted earnings were $2.8 billion ($1.41 per diluted share) versus $3.8 billion ($2.18) a year earlier. Reported results absorbed a $360 million after-tax legal reserve in the U.S. Downstream segment and a $223 million unfavorable foreign currency effect. Management attributed the year-over-year decline mainly to roughly $2.9 billion of unfavorable timing effects, including mark-to-market mismatches on derivatives ahead of physical delivery and LIFO inventory accounting, which masked underlying improvement from upstream production growth and higher refining margins. Production rose sharply, with worldwide output up 15 percent and U.S. output up 24 percent, largely from the Hess acquisition and growth in the Gulf of America and Permian Basin. Net oil-equivalent production was 3.86 MMBOED, though it fell from 4.05 MMBOED in the fourth quarter, partly reflecting downtime at Tengizchevroil and Middle East curtailments. Cash flow from operations fell to $2.5 billion from $5.2 billion a year earlier, driven by a $4.6 billion working capital outflow tied to the sharp March rise in commodity prices (average Brent of $81). Excluding working capital, CFFO was $7.1 billion. Free cash flow was negative $1.5 billion, though adjusted free cash flow of $4.1 billion benefited from a $1 billion loan repayment from TCO. The balance sheet weakened meaningfully. Total debt rose to $45.4 billion from $40.8 billion at year-end, and the net debt ratio increased to 17.9 percent from 15.6 percent. The net debt-to-CFFO ratio reached 1.3x versus 1.0x at year-end. Despite this, Chevron returned $6.0 billion to shareholders ($3.5 billion in dividends and $2.5 billion in buybacks), its 16th consecutive quarter above $5 billion, and declared a quarterly dividend of $1.78 per share payable June 10, 2026. Management emphasized disciplined capex ($4.1 billion, within guidance), structural cost reductions, and record U.S. refinery throughput in March, while flagging ongoing Middle East monitoring.

May 1, 2026 8-K

Earnings & Results

Chevron 8-K Report, Financial Results (Apr 9, 2026)

Chevron Corporation (CVX) has filed an 8-K report on April 9, 2026, providing preliminary guidance for its first-quarter 2026 financial and operational results. The company anticipates significant negative impacts from timing effects related to commodity price volatility and derivative hedging, estimated between $2.7 to $3.7 billion, primarily impacting the Downstream segment. Additionally, working capital is expected to see a net outflow of $2.0 to $4.0 billion, typical for first-quarter activity in a higher commodity price environment. Despite these headwinds, Chevron expects its Upstream segment to benefit from higher commodity prices, projecting a gain of $1.6 to $2.2 billion compared to the prior quarter. However, upstream production is forecast to be between 3.8 to 3.9 million barrels of oil-equivalent per day, affected by downtime at Tengizchevroil and reduced output in the Middle East. A notable item is an anticipated $350-$400 million charge related to a litigation reserve for ceased operations, which will impact Downstream earnings and cash flow. The company also noted that first-quarter weighted-average shares outstanding were approximately 1.98 billion, with share repurchases largely offset by employee stock option exercises.

Apr 9, 2026 8-K

Chevron 8-K Report, Bylaw Amendment (Mar 25, 2026)

Chevron Corporation (CVX) has filed a Current Report (8-K) on March 25, 2026, primarily to announce amendments to its By-Laws. These amendments, effective immediately, change the designation of directors responsible for electing the Chairman and Lead Director from "independent Directors" to "non-employee Directors." This change is driven by the recent acquisition of Hess Corporation, which has resulted in John Hess joining Chevron's Board as a non-employee director who does not meet the NYSE's definition of an independent director due to certain acquisition-related transactions. The company states that this modification allows Mr. Hess to fully participate in key board functions while ensuring continued compliance with NYSE listing standards. The Board believes it is beneficial for Chevron to have Mr. Hess involved in these specific leadership elections. Investors should note that these changes are a governance adjustment to accommodate board composition post-acquisition and are not expected to be material to Chevron's financial performance.

Mar 25, 2026 8-K

Chevron 8-K Report, Financial Results (Jan 30, 2026)

Chevron reported unaudited fourth quarter 2025 earnings of $2.8 billion ($1.39 per diluted share), down from $3.2 billion ($1.84 per share) a year earlier. Excluding special items and foreign currency effects, adjusted earnings were $3.0 billion ($1.52 per share), versus $3.6 billion ($2.06 per share) in 4Q 2024. The decline was driven by lower liquids realizations (U.S. liquids realization of $42.99/BBL vs. $53.12 a year earlier, with Brent averaging $64 vs. $75), unfavorable foreign currency effects, and a $128 million after-tax pension settlement cost. Upstream earnings fell to $3.0 billion from $4.3 billion, while downstream improved sharply to $823 million from a $248 million loss, reflecting higher refined product margins and the absence of prior-year impairments and severance charges. Full-year 2025 results show the operational story is stronger than the earnings line. Net oil-equivalent production reached a record 3.72 million BOED (up about 12% worldwide and 16% in the U.S.), contributing to cash flow from operations of $33.9 billion, the highest in company history, and adjusted free cash flow of $20.2 billion. Chevron integrated Hess, delivered its $1 billion initial synergy target, reported $1.5 billion in structural cost reductions, and replaced 158% of production with a reserve replacement ratio. Management also announced a 4% increase in the quarterly dividend to $1.78 per share, marking the 39th consecutive annual increase. Balance sheet leverage rose meaningfully. Total debt climbed to $40.8 billion from $24.5 billion, and the net debt ratio increased to 15.6% from 10.4%, largely reflecting the Hess acquisition. Total shareholder returns were $27.1 billion in 2025, including $12.8 billion in dividends and $12.1 billion in buybacks. Investors should weigh the record production and cash generation against lower commodity-price sensitivity in reported earnings, a 2025 ROCE of 6.6% (down from 10.1%), and a higher debt load. The company also disclosed new growth initiatives, including data center power solutions, lithium acreage in Arkansas and Texas, and ongoing engagement regarding Venezuela.

Jan 30, 2026 8-K

Chevron 8-K Report, Executive Changes (Jan 30, 2026)

Chevron Corporation (CVX) filed an 8-K on January 29, 2026, detailing executive compensation adjustments approved by the Board of Directors. The report primarily focuses on increases to the base salaries for key executives, including the CEO, CFO, and other named officers, effective March 1, 2026. Additionally, it confirms that there will be no changes to the target percentages for the 2026 Chevron Incentive Plan (CIP). The filing also outlines significant equity awards for 2024 granted under the 2022 Long-Term Incentive Plan (LTIP), with a grant date of February 1, 2026. These awards, comprising performance shares and restricted stock units, represent substantial compensation for the named executive officers, with the CEO receiving the largest award. Investors should note that these compensation decisions reflect the Board's view on executive performance and retention strategies.

Jan 30, 2026 8-K

Chevron 8-K Report, Executive Changes (Jan 27, 2026)

Chevron Corporation (CVX) announced a significant addition to its Board of Directors with the appointment of Thomas W. Horton, effective January 27, 2026. Mr. Horton brings a wealth of experience in finance, operations, and corporate leadership, including his recent role as a partner at Global Infrastructure Partners and prior executive positions at American Airlines and AT&T. His appointment to the Board, and specifically to the Audit Committee, is expected to bolster the company's oversight and strategic guidance. In conjunction with his appointment, Mr. Horton will receive a prorated restricted stock unit award and an annual cash retainer for his services as a non-employee director. This compensation structure is standard for non-employee directors and aligns with Chevron's existing equity compensation plans. Investors will want to monitor how Mr. Horton's extensive background in infrastructure and financial management will influence Chevron's strategic decisions, particularly within the Audit Committee.

Jan 27, 2026 8-K/A

Chevron 8-K/A Report, Executive Changes (Dec 19, 2025)

This 8-K/A filing from Chevron Corporation (CVX) serves as an amendment, providing updated details on transactions related to the recently closed acquisition of Hess Corporation. Specifically, it clarifies the terms under which Chevron U.S.A. Inc. will transfer its interest in Hess Toy Truck LLC (ToyCo) and HFO Holdings LLC's interest in HLOGO LLC (which holds the "Hess" brand intellectual property and electronic assets) to John B. Hess. These transactions are a consequence of the acquisition and involve the sale of membership interests in ToyCo for $40,000 and HLOGO for $863,000. Investors should note that Chevron has secured a perpetual, royalty-free license to use the "Hess" trademarks in its oil and gas business and for the ToyCo business, which is a strategic advantage. Additionally, the filing details a transition services agreement and associated vendor costs for separating the Hess family office IT infrastructure, with a portion of these costs being allocated to services performed after Mr. Hess joined the board. While the financial impact of these specific transactions is relatively minor given Chevron's scale, they represent the unwinding of specific Hess Corporation assets post-acquisition.

Dec 19, 2025 8-K

Corporate ChangesOther EventsExhibits & Filings

Chevron 8-K Report, Corporate Update (Dec 9, 2025)

Chevron Corporation (CVX) announced through its indirect wholly-owned subsidiary, Chevron U.S.A. Inc. (CUSA), the issuance of $154.204 million in Floating Rate Notes due 2075. These notes are guaranteed by the parent corporation, Chevron Corporation, on an unsecured and unsubordinated basis, ranking equally with existing and future unsecured and unsubordinated debt of Chevron Corporation. However, investors should note that these notes will be structurally subordinated to any indebtedness of CUSA. The issuance was facilitated by an Underwriting Agreement with several major financial institutions, including Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and UBS Securities LLC. The notes will mature in 2075 and will bear interest at a floating rate tied to Compounded SOFR minus 45 basis points, with interest payments scheduled quarterly. Chevron has also filed various registration statements and prospectus supplements related to this offering.

Dec 9, 2025 8-K

Chevron 8-K Report, Bylaw Amendment (Dec 5, 2025)

Chevron Corporation (CVX) has filed an 8-K report detailing amendments to its By-Laws and an updated list of executive officers, both effective December 3, 2025. The By-Laws have been streamlined, particularly Article II concerning Officers. This amendment grants the Board of Directors greater flexibility in defining officer roles and titles, moving away from specifying numerous predefined positions. The intent is to modernize officer nomenclature and align it with current industry practices, allowing for more adaptable organizational structures. In conjunction with the By-Law changes, Chevron has also updated its executive officer roster. While Michael K. Wirth remains as Chief Executive Officer, the list includes key changes and additions designed to reflect a more contemporary organizational setup. Notable adjustments include the appointment of new Presidents for specific segments and a Chief Technology and Engineering Officer. These changes, alongside the By-Law revisions, signal Chevron's commitment to adapting its leadership structure to evolving business needs and industry standards.

Dec 5, 2025 8-K

Chevron 8-K Report, Executive Changes (Nov 3, 2025)

Chevron Corporation (CVX) has announced a leadership transition within its financial reporting function. Alana K. Knowles, the current Controller, will be retiring in April 2026 and has elected to resign from her position effective February 28, 2026. This planned departure provides a clear runway for a succession plan. The company's Board of Directors has appointed Amit R. Ghai as the new Controller, effective March 1, 2026. Mr. Ghai will also assume the role of Chevron's principal accounting officer. With extensive experience within Chevron since 2004, including his current role as Assistant Controller and previous leadership positions in Downstream & Chemicals and Finance, Supply and Trading, Mr. Ghai is well-positioned to seamlessly transition into this critical role. Investors can view this as a stable and orderly management change.

Nov 3, 2025 8-K

Chevron 8-K Report, Financial Results (Oct 31, 2025)

Chevron reported third-quarter 2025 earnings of $3.5 billion ($1.82 per diluted share), down from $4.5 billion ($2.48) a year earlier, while adjusted earnings were $3.6 billion ($1.85 per share) versus $4.5 billion ($2.51) in 3Q 2024. The year-over-year decline was driven mainly by lower crude realizations (Brent averaged $69/bbl versus $80/bbl), Hess-related severance and transaction costs, and higher interest expense. Operationally the quarter was strong: net production hit a company record of 4.1 million BOE per day, up 21% year over year, with Hess contributing 495 MBOED and legacy growth from the Permian, Tengizchevroil and the Gulf of America adding 227 MBOED. Cash flow from operations was $9.4 billion and adjusted free cash flow rose to $7.0 billion, more than 50% above a year ago. Shareholder returns remained substantial, with $6.0 billion distributed in the quarter ($3.4 billion in dividends and $2.6 billion in buybacks), and the Board declared a quarterly dividend of $1.71 per share. The balance sheet is more levered following the Hess acquisition: total debt rose to $41.5 billion from $24.5 billion at year-end 2024, the net debt ratio climbed to 15.1% from 10.4%, and ROCE fell to 7.6% from 10.1% a year earlier as capital employed grew. Management characterized the Hess integration as progressing well, with synergies emerging, and highlighted Yellowtail first oil and the sanction of the Hammerhead project in Guyana as key growth milestones. Investors should weigh the strong production and cash generation against lower commodity prices, elevated integration costs, and a materially higher debt load. Downstream earnings improved meaningfully, with U.S. downstream up to $638 million from $146 million on stronger refining margins, which partly offset upstream weakness. The results are unaudited, and the release relies on non-GAAP adjusted measures that exclude special items and foreign currency effects.

Oct 31, 2025 8-K

Regulation FD

Chevron 8-K Report, Regulation FD Disclosure (Sep 25, 2025)

Chevron Corporation (CVX) has filed an 8-K report disclosing preliminary estimates that could impact its third quarter 2025 financial results. The most significant factor highlighted is the estimated impact of the Hess Corporation acquisition, which is projected to result in an after-tax loss of $200 million to $400 million for the quarter. However, when adjusted to exclude severance and other transaction-related costs, the Hess acquisition is expected to contribute positively, with adjusted earnings estimated between $50 million and $150 million. Beyond the Hess acquisition, Chevron also provided other financial guidance for the third quarter. This includes an estimated $1.0 billion to $1.25 billion in capital expenditures and proceeds and deposits of $410 million related to asset sales, specifically the Malaysia/Thailand JDA asset sale. The company anticipates approximately half of the severance and transaction costs related to Hess will be incurred in Q3 2025, with the remainder spread over the next 12 months. Investors should note that this information is preliminary and has not been reviewed by independent auditors, with final results expected around October 31, 2025.

Sep 25, 2025 8-K

Chevron 8-K Report, Corporate Update (Aug 13, 2025)

Chevron Corporation, through its indirect wholly owned subsidiary Chevron U.S.A. Inc. (CUSA), has announced the issuance of a significant tranche of new debt securities totaling $5.2 billion. This issuance comprises a mix of fixed-rate and floating-rate notes across various maturities, ranging from 2027 to 2035, with coupon rates from 3.950% to 4.850% for fixed-rate notes and SOFR-based rates for floating-rate notes. The parent corporation, Chevron Corporation, fully guarantees these obligations on an unsecured and unsubordinated basis, ranking equally with existing and future unsecured and unsubordinated debt of the corporation. This debt issuance represents a strategic move by Chevron to access capital markets for funding. Investors should note that while the corporation guarantees the notes, they are structurally subordinated to any indebtedness of CUSA. The varying maturities and types of notes (fixed vs. floating) offer investors different risk-return profiles based on interest rate expectations and desired holding periods. The issuance was conducted under an Underwriting Agreement with prominent financial institutions and was registered with the SEC, with detailed prospectuses available for review.

Aug 13, 2025 8-K

Chevron 8-K Report, Financial Results (Aug 1, 2025)

Chevron reported unaudited second quarter 2025 earnings of $2.5 billion ($1.45 per diluted share), down from $4.4 billion ($2.43) a year earlier, and adjusted earnings of $3.1 billion ($1.77 per diluted share) versus $4.7 billion ($2.55) in 2Q 2024. The decline was driven primarily by lower crude oil prices, lower income from upstream and downstream equity affiliates (notably Tengizchevroil), and a $275 million after-tax unfavorable fair value adjustment on Hess shares. Foreign currency effects reduced earnings by $348 million. Operationally, the quarter set company records for worldwide and U.S. net production, and Permian Basin output reached 1 million BOE per day. Cash flow from operations rose to $8.6 billion from $6.3 billion, aided by the absence of prior-year working capital outflows, and free cash flow was $4.9 billion. Capital allocation remained shareholder-focused: Chevron returned $5.5 billion in the quarter ($2.6 billion in buybacks and $2.9 billion in dividends) and declared a quarterly dividend of $1.71 per share. The company completed its acquisition of Hess Corporation in July 2025, following a favorable arbitration outcome on Hess's Guyana asset. Leverage increased meaningfully, with the net debt ratio rising to 14.8% from 10.4% at year-end 2024 and total debt climbing to $29.5 billion, reflects the Hess deal financing. ROCE fell to 6.2% from 9.9% a year earlier. For investors, the key takeaways are the strong operational and cash generation alongside weaker reported earnings driven by commodity prices and one-time items, and a materially higher debt load following the Hess transaction. Management frames the Hess acquisition as extending production and free cash flow growth well into the next decade, and the quarter's results will need to be assessed against integration progress and the sustainability of cash returns at the current leverage level.

Aug 1, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Chevron 8-K Report, Executive Changes (Jul 29, 2025)

Chevron Corporation (CVX) has filed an 8-K report detailing significant board changes and agreements related to its recent acquisition of Hess Corporation. The most impactful development for investors is the appointment of John B. Hess, former CEO of Hess Corporation, to Chevron's Board of Directors and its Public Policy and Sustainability Committee. This appointment signifies a continued integration of the Hess acquisition and brings considerable industry experience to Chevron's leadership. The report also outlines a Memorandum of Understanding and a Transition Services Agreement between Chevron U.S.A. Inc. and HFO Holdings LLC (wholly owned by Mr. Hess). These agreements detail the future operational transfer and potential sale of specific Hess assets, including the Hess toy truck business, aircraft-related assets, and intellectual property related to the 'Hess' brand and trademarks, post-acquisition. These arrangements provide clarity on how certain non-core Hess assets will be managed and potentially divested, with pricing to be determined by independent appraisals. Investors should note the ongoing complexities and detailed asset management plans arising from the large Hess acquisition.

Jul 29, 2025 8-K

Chevron 8-K Report, Regulation FD Disclosure (Jul 18, 2025)

On July 18, 2025, Chevron Corporation (NYSE: CVX) completed its previously announced acquisition of Hess Corporation (NYSE: HES), following satisfaction of all closing conditions, including a favorable arbitration outcome regarding Hess's offshore Guyana asset. Under the Merger Agreement dated October 22, 2023, Merger Subsidiary merged into Hess, which now continues as a wholly owned subsidiary of Chevron. Hess shareholders received 1.0250 Chevron shares for each Hess share, and Chevron intends to issue approximately 301 million treasury shares to Hess stockholders. Chevron's 15.38 million Hess shares acquired in open-market transactions were cancelled for no consideration. Management characterizes the deal as accretive to cash flow per share in 2025 (after synergies and the start-up of the fourth Guyana FPSO) and expects it to extend production and free cash flow growth into the 2030s. Key assets added include a 30% interest in the Stabroek Block in Guyana (more than 11 billion barrels of oil equivalent discovered recoverable resource), 463 thousand net acres in the Bakken, 31 thousand boe/d in the Gulf of America, and 57 thousand boe/d of natural gas in Southeast Asia. The company targets $1 billion in annual run-rate cost synergies by year-end 2025 and a combined 2025 capital expenditure budget of $19 to $22 billion, with a commitment to sustain double-digit ROCE at mid-cycle prices. The filing is a Regulation FD / Other Events report furnishing the press release as Exhibit 99.1. Chevron also noted that the FTC lifted its restriction on July 17, 2025, clearing John Hess to join Chevron's Board subject to Board approval. Updated long-term financial and operational guidance reflecting Hess is to be provided at Chevron's Investor Day in New York City on November 12, 2025. Investors should note that the forward-looking statements carry significant risks, including integration execution and realization of synergies.

Jul 18, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Chevron 8-K Report, Bylaw Amendment (May 30, 2025)

Chevron Corporation (CVX) filed an 8-K on May 29, 2025, detailing the results of its 2025 Annual Meeting of Stockholders held on May 28, 2025. The most significant outcome for investors is the stockholder approval of amendments to the Company's Restated Certificate of Incorporation. These amendments provide for officer exculpation, limiting monetary liability for certain officers in circumstances similar to, but more restricted than, director protections. This change, effective May 28, 2025, aims to enhance the company's ability to attract and retain executive talent by offering a degree of liability protection. Furthermore, the meeting saw overwhelming approval for the election of all director nominees for one-year terms and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025. Stockholder approval was also secured for executive compensation on an advisory basis. Conversely, several stockholder proposals, including those related to human rights reports, renewable energy stranded asset risks, and the ability for shareholders to call special meetings, did not receive sufficient support for approval.

May 30, 2025 8-K

Chevron 8-K Report, Financial Results (May 2, 2025)

Chevron reported unaudited first quarter 2025 net income of $3.5 billion ($2.00 per diluted share), down from $5.5 billion ($2.97) a year earlier. Excluding special items and foreign currency effects, adjusted earnings were $3.8 billion ($2.18 per share), versus $5.4 billion ($2.93) in Q1 2024. The decline was driven mainly by lower upstream earnings (U.S. and international combined down about 28%), weaker downstream margins, lower liftings and realizations, higher interest expense, and a $175 million net special-item charge that included legal reserves and a UK tax charge, partly offset by a fair value gain on Hess shares. Cash generation weakened sharply. Cash flow from operations was $5.2 billion, versus $6.8 billion a year earlier, and free cash flow fell to $1.3 billion from $2.7 billion. Excluding working capital, free cash flow was $3.7 billion. Leverage rose meaningfully: total debt climbed to $29.7 billion from $24.5 billion at year-end 2024, the net debt ratio increased to 14.4% from 10.4%, and ROCE fell to 8.3% from 12.4%. Chevron still returned $6.9 billion to shareholders ($3.9 billion in buybacks and $3.0 billion in dividends) and spent $2.2 billion acquiring 4.99% of Hess, so shareholder distributions were funded in part by new borrowing. Operationally, production was flat at about 3.35 million barrels of oil equivalent per day, with growth at TCO in Kazakhstan, the Permian Basin and the Gulf of America offsetting asset sales in Canada and the Republic of Congo and the Myanmar exit. The Ballymore deepwater project started production in April, and management reiterated its target of industry-leading free cash flow growth by 2026 and $2-3 billion in structural cost reductions by the end of 2026. The filing is a Form 8-K furnishing the earnings release under Item 2.02; the information is not deemed "filed" for Exchange Act Section 18 purposes.

May 2, 2025 8-K

Other Events

Chevron 8-K Report, Corporate Update (Mar 17, 2025)

Chevron Corporation has filed an 8-K report detailing its recent stock purchases of Hess Corporation. Between January and March 2025, Chevron acquired 15,380,000 shares of Hess common stock in open market transactions, representing approximately 4.99% of Hess's outstanding shares. These purchases were made at a discount to the implied price in the pending merger agreement and underscore Chevron's continued confidence in the successful completion of its acquisition of Hess. These strategic stock acquisitions of Hess are separate from Chevron's ongoing share repurchase program for its own common stock in the first quarter of 2025. The company emphasizes that these actions reflect a positive outlook on the Hess transaction, despite the inherent risks and uncertainties associated with such large-scale acquisitions and the broader energy market. Investors should monitor any further developments related to the Hess acquisition, including regulatory approvals and the resolution of any ongoing arbitration.

Mar 17, 2025 8-K

Chevron 8-K Report, Corporate Update (Feb 26, 2025)

Chevron Corporation, through its indirect wholly-owned subsidiary Chevron U.S.A. Inc. (CUSA), has completed a significant debt offering totaling approximately $5.75 billion. This issuance comprises a mix of fixed-rate and floating-rate notes with maturities ranging from 2027 to 2035. The fixed-rate notes offer coupon rates between 4.405% and 4.980%, while the floating-rate notes are tied to Compounded SOFR plus a spread. Chevron Corporation is providing an unsecured and unsubordinated guarantee for these notes, ranking them equally with other senior unsecured indebtedness of the corporation. This debt issuance represents a strategic move by Chevron to secure long-term funding. The diversification in note types (fixed and floating) and maturity profiles suggests a proactive approach to managing its capital structure and potential interest rate exposures. Investors should note that while the corporation's guarantee is unconditional, the notes are structurally subordinated to any indebtedness of CUSA. The details of the offering, including specific terms and conditions, are further elaborated in the accompanying prospectus supplements and underwriting agreements filed with the SEC.

Feb 26, 2025 8-K

Chevron 8-K Report, Financial Results (Jan 31, 2025)

Chevron reported unaudited fourth quarter 2024 earnings of $3.2 billion ($1.84 per diluted share), up from $2.3 billion a year earlier, but adjusted earnings fell to $3.6 billion ($2.06 per share) from $6.5 billion, as the prior-year quarter benefited from a different mix of items and the current quarter absorbed $715 million of severance and $400 million of impairment charges. For full-year 2024, reported earnings were $17.7 billion ($9.72 per diluted share) versus $21.4 billion in 2023, and adjusted earnings were $18.3 billion ($10.05 per share) versus $24.7 billion. Downstream was the weak spot, posting a $248 million loss in the quarter on lower refined product margins, while upstream earnings of $4.3 billion were the main support. Operationally, the company set annual production records, with worldwide net oil-equivalent output up 7% and U.S. output up 19% for 2024. Key project start-ups included the Anchor deepwater project in the Gulf of America and the Future Growth Project at Tengizchevroil in Kazakhstan, which management expects to ramp toward roughly one million barrels of oil-equivalent per day. Chevron returned a record $27.0 billion to shareholders in 2024, including $15.2 billion of buybacks and $11.8 billion of dividends, and the board raised the quarterly dividend 5% to $1.71 per share. Free cash flow fell to $15.0 billion for the year from $19.8 billion, and the net debt ratio rose to 10.4% from 7.3%, reflecting lower operating cash flow and higher debt. Looking ahead, management highlighted asset sales in Canada, the Republic of Congo and Alaska, progress on the pending Hess acquisition after Hess stockholder approval and FTC clearance, and a target of $2-3 billion in structural cost reductions by the end of 2026. Investors will be watching whether these cost savings and the Hess integration translate into the free cash flow growth management has projected, and whether downstream margins recover.

Jan 31, 2025 8-K

Corporate ChangesExhibits & Filings

Chevron 8-K Report, Executive Changes (Jan 31, 2025)

Chevron Corporation's 8-K filing dated January 30, 2025, details the outcomes of the Board of Directors' annual executive compensation review. Key decisions include maintaining the CEO's base salary while approving modest increases for several other named executive officers, effective March 1, 2025. The company also confirmed the 2025 target percentages for its Incentive Plan, with no changes for most executives, and announced significant equity awards under the 2022 Long-Term Incentive Plan, with grant values determined on February 4, 2025. Investors should note the specific details regarding the structure of these equity awards, which include performance shares, restricted stock units, and stock options, with performance metrics tied to relative Total Shareholder Return (TSR) and Return on Capital Employed (ROCE) improvement against a defined peer group and the S&P 500 Index. The filing also outlines specific vesting and payout conditions, including provisions for executive departures and the upcoming retirement of A. Nigel Hearne, who will not receive 2025 compensation or equity awards.

Jan 31, 2025 8-K

Chevron 8-K Report, Bylaw Amendment (Dec 10, 2024)

Chevron Corporation (CVX) has filed an 8-K report detailing amendments to its By-Laws, effective December 4, 2024. The primary changes involve the removal of specific provisions related to director resignations and proxy access interpretation. Specifically, the requirement for a director to offer their resignation if they do not receive a majority vote in an uncontested election has been deleted from the By-Laws, with this matter now addressed in the company's Corporate Governance Guidelines. Additionally, a provision that made interpretations of the proxy access By-law binding on all parties, including the corporation and its stockholders, has been removed.

Dec 10, 2024 8-K

Chevron 8-K Report, Financial Results (Nov 1, 2024)

Chevron reported unaudited third quarter 2024 earnings of $4.5 billion ($2.48 per diluted share), down from $6.5 billion ($3.48 per share) in the year-ago quarter, and adjusted earnings of $4.5 billion ($2.51 per share) versus $5.7 billion ($3.05) a year earlier. The decline was driven mainly by lower refined product margins, lower crude and gas realizations, and the absence of prior-year favorable tax items. Cash flow from operations was $9.7 billion, flat year over year, while free cash flow was $5.6 billion. Shareholder returns were the headline: the company returned a record $7.7 billion in the quarter, including $4.7 billion of buybacks and $2.9 billion of dividends, and declared a quarterly dividend of $1.63 per share. Operationally, net oil-equivalent production rose 7 percent year over year to 3.364 million barrels per day, helped by record Permian Basin output and the PDC Energy acquisition. Chevron started up the Anchor, Jack/St. Malo and Tahiti projects in the U.S. Gulf of Mexico, with the goal of reaching 300,000 barrels per day there by 2026. Portfolio actions include a $6.5 billion sale of Canadian oil sands and Duvernay assets, with asset sales in Canada, Congo and Alaska expected to close in Q4 2024 as part of a $10-15 billion divestiture plan through 2028. Leverage rose, with the net debt ratio climbing to 11.9% from 8.1% a year earlier and total debt reaching $25.8 billion. The company also cleared FTC antitrust review of its pending Hess merger and is targeting $2-3 billion in structural cost reductions by the end of 2026. For investors, the key takeaways are weaker earnings in a softer refining and pricing environment, strong operational execution and production growth, and a capital return program that exceeded free cash flow in the quarter and was funded partly by higher borrowing. Note that the figures are unaudited and that the filing's forward-looking statements carry significant risk, including the pending Hess transaction and its arbitration proceedings.

Nov 1, 2024 8-K

Chevron 8-K Report, Corporate Update (Oct 7, 2024)

Chevron Corporation (CVX) disclosed in an October 7, 2024 Form 8-K that its indirect subsidiary Chevron Canada Limited, together with a related entity, has signed a definitive agreement to sell its Alberta, Canada upstream assets to Canadian Natural Resources Limited for US$6.5 billion in cash. The package includes a 20% non-operated interest in the Athabasca Oil Sands Project, a 70% operated interest in the Duvernay shale, and related interests. The transaction has an effective date of September 1, 2024, and is expected to close in the fourth quarter of 2024, subject to regulatory approvals and customary closing conditions. The assets contributed about 84 thousand barrels of oil equivalent per day (net of royalties) to Chevron's production in 2023. Divesting that volume at US$6.5 billion is a meaningful portfolio move, and the filing ties it directly to management's previously announced plan to divest $10-15 billion of assets by 2028 to optimize the global energy portfolio. The deal is therefore best read as progress on a stated capital-recycling program rather than a change in strategy. For investors, the key points are the size of the cash proceeds, the reduction in upstream production that will follow closing, and the timing and regulatory risk around the fourth-quarter 2024 close. The filing itself does not disclose the expected gain or loss on sale, the net impact on earnings or cash flow, or how proceeds will be used, so those items will need to come from future company disclosures.

Oct 7, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

Chevron 8-K Report, Corporate Update (Sep 30, 2024)

On September 30, 2024, Chevron disclosed that the U.S. Federal Trade Commission completed its antitrust review of the proposed acquisition of Hess Corporation and that a majority of FTC Commissioners voted to accept a consent agreement with Chevron and Hess. The FTC clearance satisfies a key closing condition under the Hart-Scott-Rodino Act, removing the main regulatory obstacle to the transaction, which was announced in October 2023. As part of the Consent Agreement, John B. Hess will not join Chevron's Board after closing. He will instead serve as an advisor on government relations and social investments in Guyana and on support for the Salk Institute's Harnessing Plants Initiative. The merger is not yet complete. Closing remains conditional on resolving the arbitration over preemptive rights in the Stabroek Block joint operating agreement, which is the principal remaining risk. Chevron says it is confident the arbitration will affirm its position. Under HSR rules the parties have one year from the expiration of the waiting period (July 1, 2024) to close, and they will take steps to maintain HSR clearance while the arbitration proceeds, including refiling if necessary. Hess shareholders approved the merger in May 2024. For investors, the filing is a positive but incremental development. It removes a major antitrust uncertainty and advances the strategic goal of adding Hess's assets, particularly its Guyana interests, to Chevron's portfolio. Investors should still monitor the Stabroek arbitration, since an adverse outcome could delay or derail the deal. The filing does not include financial statements, deal pricing changes, or updated financial projections.

Sep 30, 2024 8-K

Chevron 8-K Report, Executive Changes (Aug 2, 2024)

On August 2, 2024, Chevron Corporation (NYSE: CVX) disclosed two developments through an 8-K: a relocation of its corporate headquarters from San Ramon, California to Houston, Texas, effective January 1, 2025, and a set of senior leadership changes. The move is framed as a way to co-locate senior leaders and improve collaboration. Chairman and CEO Mike Wirth and Vice Chairman Mark Nelson will relocate to Houston before the end of 2024, and Chevron expects all corporate functions to migrate over roughly five years. Roughly 7,000 employees are in the Houston area and about 2,000 in San Ramon, and positions supporting California operations, including crude fields and two refineries, will remain in San Ramon. The most significant personnel change for investors is the planned retirement of A. Nigel Hearne, Executive Vice President of Oil, Products & Gas, who will step down from that role effective October 1, 2024 and retire around February 14, 2025 after 35 years of service. Hearne will serve as Executive Vice President, Senior Advisor during the transition. Mark Nelson assumes responsibility for Oil, Products & Gas on October 1, 2024, and Andy Walz is named President, Downstream, Midstream & Chemicals, effective the same date. Other departures include Rhonda Morris (Chief Human Resources Officer) and Colin Parfitt (Vice President, Midstream), with Michelle Green succeeding Morris on January 1, 2025. The filing does not disclose financial results, guidance, or changes to compensation or capital allocation. Its impact is mainly organizational: a leadership transition in the upstream and downstream business lines and a long-term relocation that carries execution and cost considerations but no quantified financial effect in the filing itself.

Aug 2, 2024 8-K

Chevron 8-K Report, Financial Results (Aug 2, 2024)

Chevron reported second quarter 2024 earnings of $4.4 billion ($2.43 per diluted share), down from $6.0 billion ($3.20 per share) a year earlier. Adjusted earnings, which exclude foreign currency effects and special items, were $4.7 billion ($2.55 per share), compared with $5.8 billion ($3.08 per share) in the prior-year quarter. The decline was driven mainly by lower margins on refined product sales, the absence of favorable prior-year tax items, and negative foreign currency effects, partly offset by higher upstream volumes following the PDC Energy acquisition. Upstream earnings were $4.5 billion, while downstream earnings fell to $0.6 billion from $1.5 billion. Production was the standout operating result: worldwide net oil-equivalent production rose 11 percent year over year to 3.29 million barrels per day, with U.S. output up 353,000 barrels per day on PDC integration and record Permian volumes. Downtime in Australia and the El Segundo, California refinery partly offset these gains. Cash flow from operations was flat at $6.3 billion, while free cash flow was $2.3 billion. Capital expenditures rose to $4.0 billion, and the net debt ratio increased to 10.7 percent from 7.0 percent a year earlier, reflecting higher borrowings. Chevron returned $6.0 billion to shareholders in the quarter, including $3.0 billion in dividends and $3.0 billion in share repurchases, and declared a quarterly dividend of $1.63 per share. Management said the company remains positioned for long-term earnings and cash flow growth despite near-term operational downtime and softer refining margins. The company also expanded its global exploration portfolio in Namibia, Brazil, Equatorial Guinea, and Angola. Note that the filing references the pending Hess transaction in its forward-looking statements, and these results are unaudited.

Aug 2, 2024 8-K

Other Events

Chevron 8-K Report, Corporate Update (Jul 31, 2024)

Chevron Corporation (CVX) filed an 8-K on July 31, 2024, providing an update on its pending merger with Hess Corporation. The primary focus of this filing is the status of the arbitration concerning the right of first refusal (ROFR) related to the Stabroek Block in Guyana. Chevron and Hess assert their continued confidence that the ROFR does not apply to the merger, despite ongoing arbitration proceedings with ExxonMobil and CNOOC affiliates. The arbitration merits hearing is now scheduled for May 2025, with a decision anticipated three months later. While Chevron and Hess had pushed for an earlier hearing, scheduling constraints of the arbitrators led to the revised timeline. The companies remain committed to the merger and are proceeding as planned, emphasizing their belief that the arbitration will ultimately confirm their position. Investors should monitor this arbitration closely as it remains a significant potential hurdle to the successful completion of the Hess acquisition.

Jul 31, 2024 8-K

Chevron 8-K Report, Shareholder Vote Results (May 31, 2024)

Chevron Corporation (CVX) filed an 8-K on May 30, 2024, detailing the results of its Annual Meeting of Stockholders held on May 29, 2024. The report indicates strong shareholder support for the company's nominees for the Board of Directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Additionally, advisory approval was given for the compensation of named executive officers. These outcomes suggest continued confidence from shareholders in the company's leadership and governance. However, several shareholder proposals concerning environmental and social issues, including voluntary carbon reduction, plastic demand, human rights, and tax practices, did not receive majority support. This indicates a divergence between management's recommendations and the preferences of a significant portion of the shareholder base on these specific ESG (Environmental, Social, and Governance) matters.

May 31, 2024 8-K

Chevron 8-K Report, Financial Results (Apr 26, 2024)

Chevron reported unaudited first quarter 2024 earnings of $5.5 billion ($2.97 per diluted share), down from $6.6 billion ($3.46 per diluted share) in the year-ago quarter. Adjusted earnings, which exclude special items and foreign currency effects, were $5.4 billion ($2.93 per diluted share) versus $6.7 billion ($3.55) in 1Q 2023. The decline was driven primarily by weaker refining and marketing margins and lower natural gas realizations, partly offset by higher U.S. upstream volumes following the acquisition of PDC Energy. Downstream earnings fell to $783 million from $1.8 billion, while upstream earnings were roughly flat at $5.2 billion. Production rose 12 percent year over year to 3,346 MBOED, with U.S. output up 35 percent on the PDC acquisition and strong Permian and DJ Basin execution. Return on capital employed was 12.4 percent versus 14.6 percent a year earlier. Cash flow from operations fell to $6.8 billion from $7.2 billion, and free cash flow was $2.7 billion versus $4.2 billion. Chevron returned $6.0 billion to shareholders, including $3.0 billion in dividends and nearly $3.0 billion in buybacks, and the board declared a quarterly dividend of $1.63 per share. Leverage rose, with the net debt ratio at 8.8 percent compared with 4.4 percent a year earlier, as total debt increased to $21.8 billion and cash fell to $6.3 billion. Investors should weigh the earnings decline and tighter cash generation against the operational gains from the PDC acquisition and Tengizchevroil's Wellhead Pressure Management Project. Capital expenditures of $4.1 billion were higher, and the company also reported milestones in Kazakhstan, Israel's Tamar field, and Uruguay. The 8-K contains only the earnings release and is furnished, not filed, under Item 2.02.

Apr 26, 2024 8-K

Leadership ChangesExhibits & Filings

Chevron 8-K Report, Financial Results (Feb 2, 2024)

Chevron reported fourth quarter 2023 earnings of $2.3 billion ($1.22 per diluted share), down sharply from $6.4 billion ($3.33 per share) a year earlier. Adjusted earnings, which exclude special items and foreign currency effects, were $6.5 billion ($3.45 per share) versus $7.9 billion ($4.09 per share) in 4Q 2022. The headline GAAP decline was driven largely by $1.8 billion of U.S. upstream impairments (mainly California) and $1.9 billion of decommissioning obligations tied to previously sold U.S. Gulf of Mexico assets, along with a $479 million foreign currency drag. U.S. upstream posted a $1.3 billion loss for the quarter, while international upstream and downstream results were stronger than a year ago. Full-year 2023 results were weaker than 2022 on lower commodity realizations and refining margins: net income of $21.4 billion versus $35.5 billion, and adjusted earnings of $24.7 billion versus $36.5 billion. Operationally, however, the year was a milestone one. Worldwide net oil-equivalent production reached a record above 3.1 million barrels per day, up 4 percent, with U.S. output up 14 percent on the PDC Energy acquisition and Permian growth. Cash returns were a record $26.3 billion, including $14.9 billion of buybacks, and the company cut its net debt ratio to 7.3 percent from 3.3 percent after a debt-financed capital program and the PDC deal. Management also raised the quarterly dividend 8 percent to $1.63 per share. For investors, the key tensions are the quality of the earnings decline versus the strength of the capital return framework and the leverage cost of the year's acquisitions. Cash flow from operations fell to $35.6 billion from $49.6 billion, and free cash flow fell to $19.8 billion from $37.6 billion, which is still well above the dividend of $11.3 billion but leaves less room for buybacks at the 2023 pace. The pending Hess Corporation acquisition, which was announced but not closed as of this release, is a further source of uncertainty for the balance sheet and share count. Note that the 8-K itself is an earnings release furnished under Item 2.02 and is not deemed filed for purposes of Section 18.

Feb 2, 2024 8-K

Chevron 8-K Report, Executive Changes (Feb 2, 2024)

Chevron Corporation's 8-K filing on February 2, 2024, details the 2024 executive compensation review and awards approved by the Board of Directors. Key executive base salaries have been adjusted, with notable increases for Mark A. Nelson and R. Hewitt Pate, while Pierre R. Breber's salary remains unchanged in anticipation of his retirement. The filing also outlines the 2024 incentive plan targets, which remain unchanged for key executives, and details significant equity awards granted under the 2022 Long-Term Incentive Plan (LTIP). The equity awards, to be granted on February 6, 2024, consist of performance shares, restricted stock units, and stock options, with the CEO, Michael K. Wirth, receiving the largest portion. The performance shares are tied to Total Shareholder Return (TSR) and Return on Capital Employed (ROCE) improvement relative to a peer group and the S&P 500 over a three-year period. Specific vesting and payout conditions are detailed, including provisions for termination of employment and post-vesting holding periods, which are adjusted for executives who have reached certain tenure or age milestones.

Feb 2, 2024 8-K

Earnings & Results

Chevron 8-K Report, Financial Results (Jan 2, 2024)

Chevron Corporation (CVX) has announced an update regarding its fourth quarter 2023 financial results, specifically detailing significant non-cash charges expected to impact earnings. The company anticipates a substantial impairment of approximately $3.5 billion to $4.0 billion, after-tax, primarily related to its U.S. upstream assets in California. This impairment is attributed to continuing regulatory challenges in the state, which have led to reduced anticipated future investment levels. Additionally, a portion of abandonment and decommissioning obligations from previously sold U.S. Gulf of Mexico assets will likely revert to Chevron due to the bankruptcy filings of the purchasing entities, also contributing to expected charges. These charges are planned to be treated as "special items" and excluded from Chevron's "adjusted earnings," a non-GAAP measure the company uses to present underlying business performance. While the impairment reflects challenges in specific operating environments, Chevron intends to continue operating the impacted California assets and expects to undertake the decommissioning activities over the next decade. Investors should note that these are non-cash charges and will be detailed further in the upcoming financial statements, with the company emphasizing their exclusion from adjusted earnings for performance comparisons.

Jan 2, 2024 8-K

Other Events

Chevron 8-K Report, Corporate Update (Dec 8, 2023)

Chevron Corporation (CVX) has filed an 8-K report detailing an update regarding its proposed acquisition of Hess Corporation. The primary event disclosed is that both Chevron and Hess have received a "Second Request" for additional information from the Federal Trade Commission (FTC) concerning the merger. This Second Request, issued on December 7, 2023, extends the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. While this indicates a more thorough regulatory review, both companies expect to respond promptly and cooperate with the FTC. This development is a normal part of the antitrust review process for large mergers and suggests the regulatory bodies are scrutinizing the deal's potential impact on competition. Investors should note that the closing of the merger is contingent upon the expiration or termination of this HSR waiting period, among other conditions. Chevron and Hess are committed to providing the requested information and continuing to work towards the transaction's completion.

Dec 8, 2023 8-K/A

Chevron 8-K/A Report, Shareholder Vote Results (Nov 24, 2023)

This filing is an amendment (8-K/A) to a previous 8-K report filed by Chevron Corporation on June 2, 2023. The amendment's sole purpose is to formally disclose Chevron's decision regarding the frequency of advisory votes on executive compensation. No other information from the original report has been altered.

Nov 24, 2023 8-K

Material AgreementsOther EventsExhibits & Filings

Chevron 8-K Report, Financial Results (Oct 27, 2023)

Chevron reported unaudited third quarter 2023 earnings of $6.5 billion ($3.48 per diluted share), down from $11.2 billion ($5.78 per share) in the year-ago quarter. Excluding special items and foreign currency effects, adjusted earnings were $5.7 billion ($3.05 per share), versus $10.8 billion a year earlier. The decline was driven primarily by lower upstream realizations and weaker refined product margins, partly offset by a one-time $560 million tax benefit in Nigeria and a $285 million foreign currency gain. Sales and other operating revenues fell to $51.9 billion from $63.5 billion on lower commodity prices. Cash generation and shareholder returns remained strong. Cash flow from operations was $9.7 billion, and free cash flow was $5.0 billion for the quarter. Chevron returned $6.2 billion to shareholders in the quarter ($2.9 billion in dividends and $3.4 billion in buybacks) and $20.0 billion year to date, a record that management says is 27% above last year's comparable period. The board declared a quarterly dividend of $1.51 per share. Quarterly buybacks were lower than the prior quarter because of restrictions tied to the PDC Energy acquisition. Strategically, Chevron completed the PDC Energy acquisition, which lifted U.S. net production 20% year over year and placed the DJ Basin among its top five producing assets. It also acquired a majority stake in ACES Delta, a green hydrogen hub, and announced a definitive agreement to acquire Hess Corporation. Investors should weigh the strong capital returns and production growth against the sharp earnings decline, the rising capital spending and net debt ratio (8.1%, up from 3.3% at year-end 2022), and the execution risk around the pending Hess transaction, which depends on Hess shareholder approval and regulatory clearance.

Oct 27, 2023 8-K

Chevron 8-K Report, Material Agreement (Oct 23, 2023)

On October 22, 2023, Chevron (CVX) entered into an Agreement and Plan of Merger to acquire Hess Corporation in an all-stock transaction. Each Hess share will convert into 1.025 shares of Chevron common stock, with cash paid in lieu of fractional shares. Hess equity awards convert into Chevron awards at the same exchange ratio, with pre-merger PSUs deemed earned at maximum and converted into restricted cash awards. Completion is subject to Hess stockholder approval, expiration or termination of the HSR Act waiting period, the absence of prohibiting orders or laws, effectiveness of a Form S-4 registration statement, and NYSE listing authorization for the new Chevron shares. The agreement includes an outside date of April 18, 2024, which automatically extends to as late as October 22, 2025 if only regulatory approvals remain outstanding. Hess is restricted from soliciting alternative proposals, but may terminate to accept a Superior Proposal. Hess would owe Chevron a $1.715 billion termination fee in specified circumstances, including a board change of recommendation or a Superior Proposal termination. A separate Voting and Support Agreement commits John B. Hess to vote 29,222,682 shares, about 9.5% of Hess's outstanding common stock, in favor of the merger. For investors, the key points are the fixed exchange ratio, which leaves Chevron holders exposed to share price movement, the significant regulatory and timing risk, and the size of the break fee. The filing is a summary of the agreement, and the 8-K itself notes that the description is qualified by the full merger agreement and that representations and warranties should not be relied on as statements of fact.

Oct 23, 2023 8-K

Chevron 8-K Report, Corporate Update (Oct 23, 2023)

On October 23, 2023, Chevron Corporation (NYSE: CVX) announced a definitive agreement to acquire Hess Corporation (NYSE: HES) in an all-stock transaction valued at approximately $53 billion, or $171 per Hess share based on Chevron's October 20, 2023 closing price, with Hess shareholders receiving 1.0250 Chevron shares for each Hess share. Including net debt and non-controlling interest, the total enterprise value is $60 billion. The deal is structured as a merger of Yankee Merger Sub Inc., a wholly-owned Chevron subsidiary, into Hess, with Hess surviving as a wholly-owned Chevron subsidiary. The transaction carries a 10.3% premium on a 20-day average basis and has been unanimously approved by both boards. Chevron expects to issue roughly 317 million shares at closing. The strategic rationale centers on Hess's Guyana stake (30% of more than 11 billion barrels of oil equivalent discovered recoverable resources), its 465,000 net acres in the Bakken, and complementary Gulf of Mexico and Southeast Asia gas assets. Management argues the combination extends Chevron's production and free cash flow growth into the 2030s and is expected to be accretive to cash flow per share in 2025, after synergies and the start-up of the fourth Guyana FPSO. Chevron projects around $1 billion in run-rate pre-tax cost synergies within a year of closing, and plans to increase dividends and share repurchases post-closing, with buybacks rising by $2.5 billion to the top of its $20 billion annual guidance range. The transaction remains subject to Hess shareholder approval, regulatory clearances, and customary closing conditions, with closing expected in the first half of 2024. Investors should note the forward-looking risks disclosed in the filing, including regulatory conditions, integration execution, synergy realization, commodity price exposure, and the all-stock structure's dilution to existing Chevron holders.

Oct 23, 2023 8-K

Chevron 8-K Report, Corporate Update (Aug 7, 2023)

Chevron Corporation (CVX) reported in an 8-K dated August 7, 2023 that it has completed its previously announced acquisition of PDC Energy, Inc. (NASDAQ: PDCE), following approval by PDC shareholders. The disclosure is furnished under Item 8.01 (Other Events) and incorporates by reference a news release (Exhibit 99.1). The filing is a completion notice and does not disclose the purchase price, financing terms, or pro forma financial effects. The acquired assets include about 275,000 net acres in the Denver-Julesburg (DJ) Basin adjacent to Chevron's existing operations, which Chevron says add more than 1 billion barrels of oil equivalent in proved reserves. The transaction also adds about 25,000 net acres in the Permian Basin that are held by production. Chevron describes the deal as strengthening its position in important U.S. basins where it already has a strong presence. The release also cites an expected incremental annual free cash flow benefit from the transaction, but gives no quantified figure. For investors, the key takeaways are that the acquisition is now closed, that it expands Chevron's U.S. onshore unconventional footprint, and that the reserve and acreage additions are the principal disclosed value drivers. Execution risk remains, centered on integrating PDC's operations and achieving the anticipated free cash flow benefits. Investors seeking deal economics, valuation, or the effect on leverage and production should consult Chevron's subsequent SEC filings and earnings materials.

Aug 7, 2023 8-K

Chevron 8-K Report, Financial Results (Jul 28, 2023)

Chevron reported unaudited second quarter 2023 earnings of $6.0 billion ($3.20 per diluted share), down from $11.6 billion ($5.95 per share) a year earlier, and adjusted earnings of $5.8 billion ($3.08 per share). The decline was driven primarily by lower upstream realizations and lower refined product margins. Sales and other operating revenues fell to $47.2 billion from $65.4 billion on lower commodity prices. Results also included a one-time $225 million tax benefit related to prior-period impairments. Operationally, the quarter was constructive: worldwide net oil-equivalent production was up 2% year over year, with record Permian Basin output of 772,000 barrels of oil equivalent per day, and capex rose 18% to $3.8 billion, mainly in the United States. Capital returns were the headline. Chevron distributed a record $7.2 billion to shareholders, including $2.8 billion in dividends and $4.4 billion in buybacks, and repurchased over 27 million shares in the quarter. The Board declared a quarterly dividend of $1.51 per share. Balance sheet metrics weakened from year-end: cash fell to $9.3 billion from $17.7 billion, and the net debt ratio rose to 7.0% from 3.3%, reflecting the buybacks and working capital outflows. Free cash flow was $2.5 billion for the quarter, versus $10.6 billion a year earlier, and cash flow from operations was $6.3 billion. The company also announced an all-stock agreement to acquire PDC Energy, Inc., expected to close in August 2023 and to add about $1 billion of annual free cash flow under stated assumptions of $70 Brent and $3.50 Henry Hub. Management reported 12%+ ROCE for eight consecutive quarters, though quarterly ROCE of 13.4% was well below the 26.5% of a year earlier. Investors will likely focus on whether earnings and free cash flow recover as commodity prices and margins normalize, and on the pace of deleveraging after the PDC deal.

Jul 28, 2023 8-K

Chevron 8-K Report, Executive Changes (Jul 26, 2023)

Chevron Corporation (CVX) has announced a leadership transition within its finance department. Pierre R. Breber, the current Vice President and Chief Financial Officer, will retire in March 2024 and has elected to resign from his CFO role effective February 29, 2024. This planned retirement allows for a smooth handover of responsibilities. To ensure continuity, the Board of Directors has appointed Eimear P. Bonner as the new Vice President and Chief Financial Officer, effective March 1, 2024. Ms. Bonner brings extensive experience within Chevron, having joined in 1998 and held various leadership roles, including her current position as Vice President and Chief Technology Officer. Her prior experience at Tengizchevroil LLP (TCO) in operational and financial oversight provides a strong foundation for her new role as principal financial officer.

Jul 26, 2023 8-K

Chevron 8-K Report, Financial Results (Jul 24, 2023)

Chevron's July 24, 2023 8-K furnishes (under Item 2.02, not deemed 'filed') a July 23, 2023 news release with unaudited second quarter 2023 performance highlights. Reported net income attributable to Chevron was $6.0 billion ($3.20 per diluted share) in 2Q 2023, down from $6.6 billion in 1Q 2023 and $11.6 billion in 2Q 2022. Adjusted earnings were $5.8 billion ($3.08 per share), versus $6.7 billion in the prior quarter. The decline versus both comparison periods was driven largely by lower upstream earnings, with upstream contributing $4.9 billion, down from $5.2 billion in 1Q 2023 and $8.6 billion in 2Q 2022. Downstream earnings were $1.5 billion, down from $1.8 billion in 1Q 2023, while being well below the $3.5 billion of 2Q 2022. Operationally, Permian Basin production reached a record 772,000 barrels of oil equivalent per day, 11% above the year-ago period, and total net production was 2,959 thousand barrels of oil equivalent per day. Capital returns were a record $7.2 billion in the quarter, including $2.8 billion of dividends and $4.4 billion of share repurchases, with about 27 million shares bought back in the quarter and nearly 50 million year to date. Cash flow from operations was $6.3 billion, or $9.4 billion excluding working capital, with a $3.1 billion working capital build weighing on reported cash flow. Capital expenditures were $3.8 billion. The debt ratio fell to 12.0% from 14.6% a year earlier. Investors should note that this release is a preliminary performance summary and not a comprehensive earnings statement. Chevron plans to publish its full second quarter earnings release on July 28, 2023, followed by an analyst discussion that day. The company also expects to close its acquisition of PDC Energy in August 2023. TengizChevroil major projects are 98% complete, with cost and schedule guidance unchanged.

Jul 24, 2023 8-K