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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). þ

Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter — $93,724,828,928 (As of June 30, 2002)

Number of Shares of Common Stock outstanding as of February 28, 2003 — 1,068,317,395

Notice of the 2003 Annual Meeting and 2003 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s 2003 Annual Meeting of Stockholders (in Part III)

This Annual Report on Form 10-K of ChevronTexaco Corporation contains forward-looking statements relating to ChevronTexaco’s operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “estimates” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Unless legally required, ChevronTexaco undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the factors that could cause actual results to differ materially are crude oil and natural gas prices; refining margins and marketing margins; chemicals prices and competitive conditions affecting supply and demand for aromatics, olefins and additives products; actions of competitors; the competitiveness of alternate energy sources or product substitutes; technological developments; the results of operations and financial condition of equity affiliates; the ability of the company’s Dynegy equity affiliate to successfully execute its recapitalization and restructuring plans and the results of Dynegy’s re-audit of its 1999-2001 financial statements; inability or failure of the company’s joint-venture partners to fund their share of operations and development activities; potential failure to achieve expected production from existing and future oil and gas development projects; potential delays in the development, construction or start-up of planned projects; potential disruption or interruption of the company’s production or manufacturing facilities due to accidents, political events, severe weather or war; potential liability for remedial actions under existing or future environmental regulations and litigation; significant investment or product changes under existing or future environmental regulations (including, particularly, regulations and litigation dealing with gasoline composition and characteristics); potential liability resulting from pending or future litigation; and the possibility of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies. In addition, such statements could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

ChevronTexaco Corporation¹, a Delaware corporation, manages its investments in subsidiaries and affiliates, and provides administrative, financial and management support to U.S. and foreign subsidiaries that engage in fully integrated petroleum operations, chemicals operations, coal mining, power and energy services. The company operates in the United States and approximately 180 other countries. Petroleum operations consist of exploring for, developing and producing crude oil and natural gas; refining crude oil into finished petroleum products; marketing crude oil, natural gas and the many products derived from petroleum; and transporting crude oil, natural gas and petroleum products by pipelines, marine vessels, motor equipment and rail car. Chemicals operations include the manufacture and marketing, by an affiliate, of commodity petrochemicals and plastics for industrial uses, and the manufacture and marketing, by a consolidated subsidiary, of fuel and lubricating oil additives.

In this report, exploration and production of crude oil, natural gas liquids and natural gas may be referred to as “E&P” or “upstream” activities. Refining, marketing and transportation may be referred to as “RM&T” or “downstream” activities. A list of the company’s major subsidiaries is presented on pages E-4 to E-6 of this Annual Report on Form 10-K. As of December 31, 2002, ChevronTexaco had 53,014 employees (excluding 13,024 service station employees), down about 2,700 from year-end 2001. Approximately 29,000, or 44 percent, of the company’s employees, including service station employees, were employed in U.S. operations, of which approximately 3,700 were unionized.

Petroleum industry operations and profitability are influenced by many factors, over some of which individual petroleum companies have little control. Governmental policies, particularly in the areas of taxation, energy and the environment, have a significant impact on petroleum activities, regulating where and how companies conduct their operations and formulate their products and, in some cases, limiting their profits directly. Prices for crude oil and natural gas, petroleum products and petrochemicals are determined by supply and demand for these commodities. The members of the Organization of Petroleum Exporting Countries (OPEC) are typically the world’s swing producers of crude oil, and their production levels are a major factor in determining worldwide supply. Demand for crude oil and its products and for natural gas is largely driven by the conditions of local, national and worldwide economies, although weather patterns and taxation relative to other energy sources also play a significant part. Natural gas is generally produced and consumed on a country or regional basis. Variations in the components of refined products sales due to seasonality are not primary drivers of changes in the company’s overall earnings.

Strong competition exists in all sectors of the petroleum and petrochemical industries. There is competition within the industries and also with other industries in supplying the energy, fuel and chemical needs of industry and individual consumers. ChevronTexaco competes with fully integrated major

petroleum companies, as well as independent and national petroleum companies for the acquisition of oil and gas leases and other properties, and for the equipment and labor required to develop and operate those properties. In its downstream business, ChevronTexaco also competes with fully integrated major petroleum companies and other independent refining and marketing entities in the sale or purchase of various goods or services in many national and international markets.

Refer to pages FS-2 and FS-3 of this Annual Report on Form 10-K in Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion on the company’s current business environment and outlook.

On October 9, 2001, Texaco Inc. (Texaco) became a wholly owned subsidiary of Chevron Corporation (Chevron) pursuant to a merger transaction, and Chevron changed its name to ChevronTexaco Corporation. The combination was accounted for as a pooling of interests, and each share of Texaco common stock was converted on a tax-free basis into the right to receive 0.77 shares of ChevronTexaco common stock. In the merger, ChevronTexaco issued approximately 425 million shares of common stock, representing about 40 percent of the outstanding ChevronTexaco common stock after the merger. Further discussion of the

Texaco merger transaction, including merger-related expenses, is contained on pages FS-3 and FS-27 of this Annual Report on Form 10-K.

ChevronTexaco’s primary objective is to achieve sustained financial returns that will enable it to outperform its competitors. The company has set as a goal to generate the highest total stockholder return among a designated peer group for the five-year period 2000-2004. British Petroleum, ExxonMobil and Royal Dutch Shell — among the world’s largest integrated petroleum companies — comprise the company’s designated competitor peer group for this purpose. The company had the second highest total stockholder return in this peer group for the 2000-2002 period.

As a foundation for attaining this goal, the company has established four key priorities:


	•	Operational excellence through safe, reliable, efficient and environmentally sound operations;

	•	Cost reduction by lowering unit costs through innovation and technology;

	•	Capital stewardship by investing in the best project opportunities and executing them successfully (safer, faster, and at lower cost); and

	•	Profitable growth through leadership in developing new business opportunities in both existing and new markets.


	•	Organizational Capability: Having the right people, processes and culture to achieve and sustain industry-leading performance in the four priorities described above.

The Corporate Strategic Plan builds on this framework with strategies focused on appropriately balancing financial returns and growth. The company is currently conducting a rigorous evaluation of its entire portfolio of assets and expects to finalize this review later this year. As a result of this evaluation, the company anticipates exploring potential asset transactions to increase the efficiency and profitability of continuing operations and enhancing the economic value of its asset base. The company expects that its worldwide exploration and production business will continue to be its most important business, with development of its large proved and unproved natural gas reserves constituting perhaps the largest opportunity over time to expand the company’s base of production and to capture economic value from emerging natural gas market opportunities. The company is also seeking to deliver improved and competitive returns from its worldwide downstream businesses.

The company’s largest business segments are exploration and production, and refining, marketing and transportation. Chemicals is also a significant segment, conducted mainly by the company’s affiliate — Chevron Phillips Chemical Company LLC (CPChem). The petroleum activities of the company are widely dispersed geographically. The company has petroleum operations in North America, South America, Europe, Africa, Middle East, Central and Far East Asia, and Australia.

CPChem has operations in the United States, Puerto Rico, Belgium, China, South Korea, Singapore, Saudi Arabia, Qatar and Mexico. ChevronTexaco’s wholly owned Oronite fuel and lube oil additives business has operations in the United States, Mexico, France, the Netherlands, Singapore, India, Japan and Brazil.

An equity affiliate, Dynegy Inc. (Dynegy), owns operating divisions engaged in power generation, natural gas liquids and regulated energy delivery. ChevronTexaco owns approximately 26 percent of Dynegy’s common stock and also holds $1.5 billion aggregate principal amount of Dynegy’s preferred stock. Until recently, Dynegy also conducted a large electricity and natural gas trading and marketing business, as well as broadband trading. ChevronTexaco sold essentially all of its U.S. natural gas production to Dynegy, which then sold it into the market. Following the collapse of the merchant energy sector in 2002, Dynegy experienced a marked reduction in liquidity. Its debt ratings were downgraded and a sharp decline in its stock price

occurred. In 2002, Dynegy announced its intent to exit the energy trading business. As a result of those changes, ChevronTexaco is re-establishing a natural gas marketing business to market the company’s U.S. natural gas production and to purchase supply for its requirements. Refer to page FS-8 for further information relating to the company’s investment in Dynegy.

Tabulations of segment sales and other operating revenues, earnings, income taxes and assets, by United States and International geographic areas, for the years 2000 to 2002, may be found in Note 10 to the consolidated financial statements beginning on page FS-31 of this Annual Report on Form 10-K. In addition, similar comparative data for the company’s investments in and income from equity affiliates and property, plant and equipment are contained in Notes 13 and 14 on pages FS-34 to FS-36.

The company’s worldwide operations can be affected significantly by changing economic, tax, regulatory and political environments in the various countries in which it operates, including the United States. Environmental regulations and government policies concerning economic development, energy and taxation may have a significant effect on the company’s operations. Management evaluates the economic and political risk of initiating, maintaining or expanding operations in any geographical area. The company monitors political events worldwide and the possible threat these may pose to its activities — particularly the company’s oil and gas exploration and production operations — and the safety of the company’s employees. The company is carefully monitoring the potential for disruption of its operations in the event of hostilities in Iraq. Approximately five percent of the company’s worldwide net oil-equivalent production for 2002 came from the Partitioned Neutral Zone (PNZ), which is located between the Kingdom of Saudi Arabia and the State of Kuwait.

A discussion of the company’s capital and exploratory expenditures is contained on page FS-9 to FS-10 of this Annual Report on Form 10-K.

The following table summarizes the company’s and its affiliates’ net production of crude oil and natural gas liquids, and natural gas, and oil-equivalent production for 2002 and 2001.


⁽¹⁾	Net production excludes royalty interests owned by others.
⁽²⁾	Natural gas converted to oil-equivalent gas (OEG) barrels at 6 MCF = 1 OEG barrel.
⁽³⁾	Located between the Kingdom of Saudi Arabia and the State of Kuwait.
⁽⁴⁾	Affiliates include TCO in Kazakhstan and Hamaca in Venezuela.
⁽⁵⁾	Represents total field production under the Boscan operating service agreement in Venezuela.

In 2002, ChevronTexaco conducted its exploration and production operations in the United States and approximately 25 other countries. Worldwide net crude oil and natural gas liquids production, including that of affiliates but excluding volumes produced under operating service agreements, decreased by about 3 percent from the 2001 levels. Net worldwide production of natural gas, including affiliates, decreased about 1 percent in 2002.

Net liquids and natural gas production in the United States was down about 2 percent and 11 percent, respectively. The decline in U.S. natural gas production in 2002 reflected decreases in the Gulf of Mexico, primarily attributable to declines in mature fields. Early in 2001, production from a number of fields was accelerated via increased drilling at a time of high natural gas prices. In addition to normal field declines, production disruptions caused by tropical storms in the Gulf of Mexico reduced net crude oil and natural gas liquids production by 10,000 barrels per day and 60 million cubic feet of natural gas per day on an annualized basis.

International net liquids production, including affiliates, decreased about 4 percent, while net natural gas production rose 15 percent from 2001. In Nigeria, the decline in net liquids production between years was primarily attributable to OPEC production constraints. In Indonesia, about 25,000 barrels per day of the year to year decline was attributable to changes in certain production-sharing contract terms and 10,000 barrels per day was related to the expiration of a production sharing agreement. The increase in international natural gas volumes occurred primarily in the Philippines, due to a full year of new production from the Malampaya Field.

For the past five years, the company’s worldwide oil-equivalent production has followed a downward trend with 2002 production at 91 percent of 1998 levels, equivalent to an average annual decline rate between 1 and 2 percent. During this time period, increases in international oil-equivalent production have been more than offset by decreases in the United States.

For 2003, the company currently anticipates lower oil-equivalent production rates in the United States as a result of lower capital expenditures in recent years and natural field declines. The company expects this to be more than offset by capacity increases in international areas resulting in worldwide oil-equivalent production capacity in 2003 slightly higher than actual production levels achieved in 2002. The ultimate level of production in 2003 remains uncertain due to unanticipated production interruptions, OPEC constraints and other economic factors.

At December 31, 2002, the company owned or had under lease or similar agreements undeveloped and developed oil and gas properties located throughout the world. The geographical distribution of the company’s acreage is shown in the next table.


⁽¹⁾	Gross acreage includes the total number of acres in all tracts in which the company has an interest. Net acreage is the sum of the company’s fractional interests in gross acreage.

⁽²⁾	Undeveloped acreage is acreage where wells have not been drilled or completed to permit commercial production, and may contain undeveloped proved reserves. Developed acreage is spaced or assignable to productive wells.

Refer to Table IV on page FS-51 of this Annual Report on Form 10-K for data about the company’s average sales price per unit of oil and gas produced, as well as the average production cost per unit for 2002, 2001 and 2000. The following table summarizes gross and net productive wells at year-end 2002 for the company and its affiliates.


⁽¹⁾	Includes wells producing or capable of producing and injection wells temporarily functioning as producing wells. Wells that produce both oil and gas are classified as oil wells.

⁽²⁾	Gross wells include the total number of wells in which the company has an interest. Net wells are the sum of the company’s fractional interests in gross wells.

Table V on pages FS-51 and FS-52 of this Annual Report on Form 10-K sets forth the company’s net proved oil and gas reserves, by geographic area, as of December 31, 2002, 2001 and 2000. During 2003, the company will file estimates of oil and gas reserves with the Department of Energy, Energy Information Agency. Those estimates are consistent with the reserve data reported on page FS-52 of this Annual Report on Form 10-K.

In 2002, ChevronTexaco’s worldwide oil and equivalent-gas (OEG) barrels of net proved reserves additions exceeded production, with a replacement rate of 114 percent of net production, including sales and acquisitions. Excluding sales and acquisitions, the replacement rate was 112 percent of net production. In Africa, the reserves replacement rate increased to 521 percent, compared with 268 percent in 2001, due primarily to reserves additions in West Africa. In the United States, the addition of reserve quantities for the Kern River Field in California’s San Joaquin Valley, due to improved recovery from reservoir management, was more than offset by downward revisions in gas fields in the Mid-Continent, CO₂ projects in the Permian Basin, and a number of fields in the Gulf of Mexico. The following table summarizes the company’s net additions to net proved reserves of crude oil and natural gas liquids, and natural gas, compared with net production during 2002.


⁽¹⁾	mmbbls = millions of barrels

⁽²⁾	bcf = billions of cubic feet

⁽³⁾	Includes equity in affiliates

⁽⁴⁾	Natural gas converted to oil-equivalent gas (OEG) barrels at 6 MCF = 1 OEG barrel.

The company sells crude oil and natural gas from its producing operations under a variety of contractual arrangements. Most contracts generally commit the company to sell quantities based on production from specified properties, but certain gas sales contracts specify delivery of fixed and determinable quantities. During 2002, Dynegy purchased substantially all natural gas and natural gas liquids produced by the company in the United States, excluding Alaska, and supplied natural gas and natural gas liquids feedstocks to the company’s U.S. refineries and chemical plants. The company reached an agreement with Dynegy to terminate existing natural gas purchase and sale contracts and other related contracts at the end of January 2003. See page FS-8 for further information on Dynegy. Outside the United States, the company is contractually committed to deliver approximately 400 billion cubic feet of natural gas through 2005 from Australian, Colombian and Philippine reserves, and approximately 1,300 billion cubic feet of natural gas from 2006 through 2020 from Australian and Philippine reserves. The company believes it can satisfy these contracts from quantities available from production of the company’s proved developed Australian, Colombian and Philippine reserves. The contracts discussed above include variable-pricing terms.

Details of the company’s development expenditures and costs of proved property acquisitions for 2002, 2001 and 2000 are presented in Table I on page FS-48 of this Annual Report on Form 10-K.

The table below summarizes the company’s net interest in productive and dry development wells completed in each of the past three years and the status of the company’s development wells drilling at December 31, 2002. A “development well” is a well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive. “Wells drilling” include wells temporarily suspended.


⁽¹⁾	Indicates the number of wells completed during the year regardless of when drilling was initiated. Completion refers to the installation of permanent equipment for the production of oil or gas or, in the case of a dry well, the reporting of abandonment to the appropriate agency.

⁽²⁾	Gross wells include the total number of wells in which the company has an interest. Net wells are the sum of the company’s fractional interests in gross wells.

The following table summarizes the company’s net interests in productive and dry exploratory wells completed in each of the last three years and the number of exploratory wells drilling at December 31, 2002. “Exploratory wells” are wells drilled to find and produce oil or gas in unproved areas and include delineation wells, which are wells drilled to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir or to extend a known reservoir beyond the proved area. “Wells drilling” include wells temporarily suspended. The company had $450 million of suspended exploratory wells included in properties, plant and equipment at year-end 2002, a decrease of $238 million from 2001. Decreases in Nigeria, Angola and China were partially offset by increases in the United States. The wells are suspended pending a final determination of the commercial potential of the related oil and gas deposits. The ultimate disposition of these well costs is dependent on: (1) decisions on additional major capital expenditures, (2) the results of additional exploratory drilling that is underway or firmly planned, and in some cases, (3) securing final regulatory approvals for development.


⁽¹⁾	Indicates the number of wells completed during the year regardless of when drilling was initiated. Completion refers to the installation of permanent equipment for the production of oil or gas or, in the case of a dry well, the reporting of abandonment to the appropriate agency.

⁽²⁾	Gross wells include the total number of wells in which the company has an interest. Net wells are the sum of the company’s fractional interests in gross wells.

Details of the company’s exploration expenditures and costs of unproved property acquisitions for 2002, 2001 and 2000 are presented in Table I on page FS-48 of this Annual Report on Form 10-K.

ChevronTexaco’s 2002 key upstream activities not discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on page FS-2 of this Annual Report on Form 10-K are presented below. The comments include reference to “net production,” which excludes partner shares and royalty interests. “Total production” includes these components. In addition to the activities discussed, ChevronTexaco was active in other geographic areas, but these activities were less significant.

United States exploration and production activities are concentrated in approximately 700 fields located mainly in the Gulf of Mexico, Texas, New Mexico, the Rocky Mountains, California and Alaska.

Gulf of Mexico: In the Gulf of Mexico Shelf, average daily net production rates were 124,000 barrels of crude oil, one billion cubic feet of natural gas, and 15,300 barrels of natural gas liquids.

In the deepwater, the company has interests in three significant developments: (1) 57 percent-owned and operated Genesis, which averaged 31,000 barrels of net oil equivalent per day; (2) 50 percent-owned and operated Typhoon, which averaged 17,700 barrels of net oil equivalent per day; and (3) 50 percent-owned and operated Petronius, which averaged 26,500 barrels of net oil equivalent per day. Exploration programs resulted in two significant discoveries, for which evaluation continued into 2003: (1) 58 percent-owned and operated Tahiti; and (2) 33 percent-owned Great White. Appraisal work is ongoing at the 2001 Trident and 2000 Blind Faith discoveries, and production began at Boris, a 2001 discovery, in February 2003.

In December, ChevronTexaco submitted an application to the U.S. Department of Transportation to construct and operate a Liquefied Natural Gas (LNG) receiving and regasification terminal located approximately 50 miles offshore in the Gulf of Mexico. The Port Pelican development, 100 percent owned

by ChevronTexaco, includes plans to construct in phases. Phase 1 is expected to initially process approximately 800 million cubic feet of natural gas per day and connect to existing infrastructure to deliver natural gas to the Gulf Coast. Phase 2 would expand the terminal to accommodate a total of 1.6 billion cubic feet of natural gas per day. Phase 1 is expected to be operational in 2006.

Mid-Continent: Onshore operations in the mid-continent United States are concentrated in Texas, Wyoming, Oklahoma, Colorado, Utah and New Mexico. Net natural gas production averaged 830 million cubic feet per day, while net production of crude oil and natural gas liquids averaged 30,000 barrels per day. Capital spending was focused on natural gas development in Wyoming, east and south Texas and coalbed methane activity, located mainly in Utah.

Permian: Permian operations are located primarily in southeast New Mexico and west Texas. In 2002, net daily production averaged 118,000 barrels of crude oil and natural gas liquids and 270 million cubic feet of natural gas.

California: During 2002, average net daily production from the company’s San Joaquin Valley fields was about 244,000 barrels of crude oil and natural gas liquids and 129 million cubic feet of natural gas. Approximately 208,000 barrels per day of the crude oil production was heavy oil (defined as roughly 15 API gravity or lower).

Alaska: ChevronTexaco has a 25 percent interest in the Point Thomson Field where development has progressed into the preliminary engineering phase. The field is a large high-pressure gas condensate reservoir located on the eastern North Slope that has been delineated with 15 wells. In the Greater Prudhoe Bay area, the company and its partners completed an alignment of the interest in 2002.

Offshore Florida: In July, ChevronTexaco settled a breach of contract case with the federal government and relinquished all interest in the Destin Dome 56 Unit leases, offshore Florida. ChevronTexaco received $46 million from the federal government for its share of the settlement.

Nigeria: ChevronTexaco’s principal subsidiary in Nigeria, Chevron Nigeria Limited (CNL), operates and holds a 40 percent interest in 11 concessions, predominantly in the swamp and near-offshore regions of the Niger Delta. CNL operates under a joint venture arrangement with the Nigerian National Petroleum Corporation (NNPC), which owns the remaining 60 percent interest. ChevronTexaco’s subsidiaries Chevron Oil Company Nigeria Limited (COCNL) and Texaco Overseas Nigeria Petroleum Company Unlimited (TOPCON) each hold a 20 percent interest in six additional concessions. TOPCON operates these concessions under a joint venture agreement with NNPC, which owns the remaining 60 percent interest.

In 2002, net daily production from the 33 CNL-operated fields averaged 115,100 barrels of oil and 3,100 barrels of liquefied petroleum gas (LPG). TOPCON shut in one of its fields in 2002. Net production from the five remaining fields operated by TOPCON during the year averaged approximately 8,700 barrels of oil per day.

In the third quarter 2001, preliminary design started for Phase 3 of the Escravos gas project, which includes adding a second gas plant and expanding processing capacity to 680 million cubic feet per day, and is targeted for completion in 2005. ChevronTexaco holds a 40 percent working interest in the Escravos gas project, which processed 236 million cubic feet of natural gas per day during 2002.

Front-end engineering and design have been completed for a proposed gas-to-liquids (GTL) facility and site preparation in Escravos is at an advanced stage. The proposed 33,000 barrels-per-day GTL project is the company’s first to use the Sasol Chevron Global Joint Venture’s technology and operational expertise. Project start-up is expected to be in 2006. ChevronTexaco holds a 38 percent interest.

The company also continued activities in the deepwater Agbami development. Unitization efforts between Block 216 and Block 217 participants progressed during 2002 and unit agreements are expected in 2003. Initial production is expected in 2007.

Angola: ChevronTexaco is the largest producer in Angola and the first to produce in the deepwater. Cabinda Gulf Oil Company Limited (CABGOC), a wholly owned subsidiary of ChevronTexaco, is operator of two concessions, Blocks 0 and 14, off the coast of Angola’s Cabinda enclave. Block 0, in which CABGOC has a 39 percent interest, is a 2,155-square-mile concession adjacent to the Cabinda coastline. Block 14, in which CABGOC has a 31 percent interest, is a 1,580-square-mile deepwater concession located west of Block 0.

In Block 0, the company operates in three areas — A, B and C — comprised of 21 fields producing 136,000 barrels of net crude oil per day during 2002. Area A, containing 16 fields currently producing, averaged net daily production of approximately 85,000 barrels of crude oil and 1,000 barrels of liquefied petroleum gas in 2002. Area B, with three fields producing, averaged net production of 42,000 barrels of crude oil per day. Area C averaged net production of 9,000 barrels of crude oil per day from two producing fields.

In Block 14, net production in 2002 from the Kuito Field, Angola’s first deepwater producing area, averaged approximately 20,500 barrels of crude oil per day. The Benguela Belize-Lobito Tomboco development plans were approved by partners in early 2003. The project includes the phased development of the Benguela, Belize, Lobito and Tomboco fields. In 2002, Block 14 exploration activities included two successful discoveries, Gabela-1 and Negage-1. Development studies for the Gabela and Negage fields have commenced and appraisal drilling decisions are to be made during 2003.

ChevronTexaco has two other concessions in Angola. The company is the operator of Block 2 with a 20 percent interest and 6,500 barrels per day of crude oil production in 2002. It is also a non-operator in Block FST, with a 17 percent interest and 1,900 barrels per day of crude oil production.

Republic of Congo: ChevronTexaco has interests in two license areas, Haute Mer and Marine VII Kitina/ Sounda, in offshore Congo and adjacent to the company’s concessions in Cabinda. The company has a 30 percent interest in the Haute Mer exploration permit and a 29 percent interest in the Marine VII and Sounda exploration permits. Net production from ChevronTexaco’s concessions in the Republic of Congo averaged 15,800 barrels of oil per day in 2002. Appraisal drilling of the deepwater Moho and Bilondo development was completed in 2002. A development decision for Moho and Bilondo, where the company has a 30 percent interest, is anticipated in mid-2003.

Chad-Cameroon: ChevronTexaco is a 25 percent partner in a project to develop landlocked oil fields in southern Chad and transport crude oil by pipeline to the coast of Cameroon for export to world markets. At the end of 2002, the overall development project was about 70 percent complete. Pipeline completion and first production are expected in mid-2003.

Equatorial Guinea: ChevronTexaco is a 65 percent partner and operator of the L Block offshore the Republic of Equatorial Guinea. Processing and interpretation of the seismic studies have been completed and a location has been selected for the first exploration well, Ballena-1, which is scheduled to begin drilling in March 2003.

China: ChevronTexaco has a 33 percent interest in Block 16/08, located in the Pearl River Mouth Basin. Six fields in Block 16/08 had a total production average of 72,100 barrels of oil per day in 2002. The company has a 25 percent interest in QHD-32-6 in Bohai Bay, which achieved first oil in 2001. All six platforms were on production by October 2002, with a total production average of 35,100 barrels of oil per day. Also in October, ChevronTexaco entered into a unitization agreement with China National Offshore Oil Corp. to jointly develop the BZ25-1/25-1S (Bozhong) oil field, in which the company holds a 16 percent interest.

Indonesia: ChevronTexaco’s interests in Indonesia are managed by two wholly owned subsidiaries, P.T. Caltex Pacific Indonesia (CPI) and Amoseas Indonesia (AI). CPI accounts for approximately 40 percent of Indonesia’s total crude oil output and holds an interest in five production-sharing contracts. One production-sharing contract expired in 2002 and reduced 2002 net production by approximately 10,000

barrels of crude oil per day. AI is a power generation company that operates the Darajat geothermal contract area in West Java and a cogeneration facility in support of CPI’s operation in North Duri. In addition to the above interest, ChevronTexaco has a 25 percent non-operated interest in South Natuna Sea Block B.

ChevronTexaco’s net share of production during 2002 was 288,000 barrels of oil equivalent per day. CPI continues to implement enhanced oil recovery projects to extract more oil from its existing reservoirs. The Duri Field in the Rokan Block, under steamflood since 1985, is the largest steamflood project in the world, with total production averaging 228,000 barrels of oil per day in 2002. ChevronTexaco’s net production from South Natuna Sea Block B in 2002 was about 13,000 barrels of oil equivalent per day.

Thailand: The company operates Block B8/32 in the Gulf of Thailand with a 52 percent interest. The company holds a 33 percent interest in adjacent exploration Blocks 7, 8 and 9, which are currently inactive pending resolution of border issues between Thailand and Cambodia. Government representatives from both nations are in active negotiations to resolve border issues. Block B8/32 produces oil and natural gas from three fields: Tantawan, Maliwan and Benchamas. Net daily production during 2002 from the company’s interests in Thailand was 87 million cubic feet of natural gas and 18,200 barrels of crude oil. A partial upgrade of Benchamas processing capacity was completed during 2002, increasing total capacity to approximately 57,000 barrels of oil per day. Five of the six exploration wells drilled in 2002 were successful, extending the productive areas in Block B8/32 significantly. During 2003, an exploration program is planned to continue to evaluate the remaining portions of the concession.

Cambodia: In early 2002, the company was awarded a 70 percent interest and operatorship in Block A, which covers one million acres and is located offshore Cambodia in the Gulf of Thailand. The company plans to drill two exploration wells in 2003.

Australia: ChevronTexaco has a one-sixth interest in the North West Shelf (NWS) Project in offshore Western Australia. Net daily production from the project during 2002 averaged 18,800 barrels of condensate, 264 million cubic feet of natural gas, 20,000 barrels of crude oil and 3,900 barrels of liquefied petroleum gas. Approximately 60 percent of the natural gas was sold, primarily under long-term contracts, in the form of liquefied natural gas (LNG) to major utilities in Japan and South Korea. The remaining natural gas was sold to the Western Australia domestic market. The Train 4 LNG expansion project is currently under construction, which is planned to increase LNG capacity by about 50 percent in mid-2004. The NWS Venture was selected by China to be the sole supplier of LNG for the proposed Guangdong LNG Terminal Project, and a conditional 25-year LNG Sale and Purchase Agreement (SPA) for approximately 3.9 trillion cubic feet of natural gas, equivalent to about 400 million cubic feet per day, was signed in October 2002. A 30-year LNG SPA conditional contract was signed in 2002 with a Japanese customer for approximately 1.5 trillion cubic feet of natural gas.

The company is operator and has a 57 percent interest in the undeveloped Gorgon area gas field offshore northwest Australia. ChevronTexaco is actively pursuing long-term gas sales from Gorgon to Australian industrial customers and in international LNG markets including China, South Korea, and the west coast of North America.

In 2002, ChevronTexaco drilled a successful appraisal well in the Jansz gas field, offshore Western Australia, where the company holds a 50 percent interest.

Philippines: The company holds a 45 percent interest in the Malampaya gas field located about 50 miles offshore of the Palawan Island. The Malampaya gas-to-power project represents the first offshore production of natural gas in the Philippines. Net daily production was 105 million cubic feet of natural gas and 7,400 barrels of crude oil and condensate. The Malampaya gas project, which represents a significant investment for ChevronTexaco, makes available indigenous fuel for power generation.

Middle East: Saudi Arabia Texaco, a ChevronTexaco subsidiary, holds a concession to produce onshore crude oil from the Partitioned Neutral Zone (PNZ), located between the Kingdom of Saudi Arabia and the State of Kuwait. The Kingdom of Saudi Arabia and the State of Kuwait each own an undivided 50 percent of the PNZ’s hydrocarbon resources. The company, by virtue of its concession, has

the rights to the Kingdom’s undivided 50 percent interest in the hydrocarbon resources located in the onshore PNZ, on which it pays a royalty and other taxes on hydrocarbons produced. During 2002, average net production was 139,800 barrels of crude oil per day. The company also has exploration agreements in Bahrain and Qatar. The company is carefully monitoring the potential for disruption of its operations in the event of hostilities in Iraq. Approximately five percent of the company’s worldwide net oil-equivalent production for 2002 came from the PNZ.

Caspian Region: The company holds a 20 percent equity interest in the Karachaganak Field located in northwest Kazakhstan. The Karachaganak Field’s net daily production for 2002 was 18,400 barrels of condensate and 85 million cubic feet of natural gas from the existing production facilities. The current phase of the Karachaganak development includes the building of processing and liquid export facilities and is scheduled to be completed in early 2004.

Europe: The company holds producing interests in 25 fields in Denmark, Norway and the United Kingdom with combined net daily production of 170,700 barrels of oil and 467 million cubic feet of natural gas during 2002. This includes the Alba Field in the United Kingdom North Sea, where ChevronTexaco is operator and holds a 21 percent equity interest, which had total daily production of 61,200 barrels of crude oil and 11 million cubic feet of natural gas. The Alba Extreme South project achieved first oil production in October 2002, contributing an average total of about 44,100 barrels of oil-equivalent per day to the Alba Field from its start-up. In February 2002, production commenced from the Jade development, in which ChevronTexaco holds a 20 percent interest. This field achieved a total daily average (ten-month) production of 14,000 barrels of oil and 145 million cubic feet of natural gas. ChevronTexaco holds a 32 percent interest in the Britannia Field, which it operates jointly with ConocoPhillips. Total daily production averaged 28,000 barrels of crude oil and 598 million cubic feet of natural gas. The Captain Field total production averaged 57,300 barrels of crude oil per day during 2002. ChevronTexaco is operator and holds an 85 percent interest.

Canada: Total production from the Hibernia Field offshore Newfoundland, in which ChevronTexaco holds an interest of about 27 percent, averaged approximately 181,000 barrels of crude oil per day. Average net daily production from the company’s onshore Canadian operations was approximately 43,400 barrels of oil equivalent during 2002.

Venezuela: The company operates the onshore Boscan Field under an Operating Services Agreement and receives operating expense reimbursement and capital recovery, plus interest and an incentive fee. Development drilling continued in 2002. Total Boscan crude oil production, subject to Venezuela’s OPEC production restrictions, averaged 97,300 barrels per day during 2002, compared with a capacity of 115,000 barrels per day. The company is also the operator and has a 27 percent interest in the LL-652 Field in Lake Maracaibo. Net production from LL-652 during 2002 averaged 4,300 barrels of oil equivalent per day. The Venezuelan general strike, which began in December 2002, did not have a significant impact on either Boscan or LL-652 production for the year. In January 2003, production from Boscan was reduced by about 50,000 barrels per day as a result of the general strike. Production had returned to pre-strike levels in February. Also in February 2003, ChevronTexaco was awarded the license for offshore Block 2 in the northeastern Plataforma Deltana. Block 2 contains the undeveloped Loran gas field. The company plans to begin exploration and delineation program of Block 2 to determine commerciality.

Argentina: ChevronTexaco operates in Argentina as Chevron San Jorge S.R.L. Chevron San Jorge holds more than 6.1 million exploration and production acres in the Neuquén and Austral basins of Argentina, with working interest shares ranging from 19 to 100 percent in operated license areas. In addition, the company holds a 14 percent interest in Oleoductos del Valle S.A., a major oil pipeline from the Neuquén producing area to the Atlantic coast. Net production during 2002 in the Neuquén and Austral areas averaged over 66,600 barrels of oil equivalent per day.

Brazil: ChevronTexaco holds working interests ranging from 20 to 68 percent in seven deepwater blocks offshore Brazil totaling approximately 4.3 million acres. Deepwater exploration is concentrated in the Campos and Santos basins. During 2002, the company participated in drilling two exploratory wells, without commercial success. In 2003, ChevronTexaco plans to participate in up to three exploration wells.

Colombia: ChevronTexaco’s Colombian subsidiary, ChevronTexaco Petroleum Company, and Ecopetrol, the Colombian national oil company, signed an agreement in February 2003 for incremental natural gas production from the Guajira region. Natural gas production currently averages 510 million cubic feet per day. The new agreement, effective through 2016, will enable both companies to develop and produce additional reserves.

Caspian Region: The Tengizchevroil (TCO) partnership includes the Tengiz and Korolev oil fields located in western Kazakhstan where ChevronTexaco holds a 50 percent interest. In 2002, total crude oil production from TCO increased for the ninth consecutive year, averaging 285,000 barrels of oil per day. By late 2002, TCO had begun exporting all of its crude oil from Tengiz to the Russian port city of Novorossiysk via the Caspian Pipeline Consortium (CPC) pipeline. In January 2003, TCO partners agreed to proceed with the Second Generation Program and Sour Gas Injection Project; completion is targeted for mid-2006. These two projects are expected to increase TCO’s crude oil production capacity from the current rate of about 285,000 barrels per day to between 430,000 and 500,000 barrels per day.

Venezuela: ChevronTexaco has a 30 percent interest in the Hamaca integrated oil production and upgrading project located in Venezuela’s Orinoco Belt. Development drilling and major facility construction at Hamaca continued throughout 2002. At the completion of the crude oil upgrading facilities in mid-2004, peak heavy oil production will be upgraded to 180,000 barrels of lighter, higher-value crude per day. The general strike in Venezuela did not materially impact project construction, although oil production was halted in December 2002 and January 2003. Production has since resumed and is ramping back up to pre-strike levels.

The company sells natural gas and natural gas liquids from its producing operations under a variety of contractual arrangements. During 2002, the company’s equity affiliate Dynegy purchased substantially all natural gas and natural gas liquids produced by the company in the United States, excluding Alaska, and supplied natural gas and natural gas liquids feedstocks to the company’s U.S. refineries and chemical plants. Following Dynegy’s decision to exit the gas marketing and trading business, the company reached an agreement with Dynegy to terminate the existing natural gas purchase and sale contracts at the end of January 2003. ChevronTexaco formed a new unit, ChevronTexaco Natural Gas, with Dynegy providing transitional support until ChevronTexaco Natural Gas becomes fully operational, currently planned for April 2003 business. The company’s existing natural gas processing and liquids arrangements with Dynegy were not affected by the early termination of natural gas purchase and sales contracts, and will continue as an ongoing commercial relationship. Refer to page FS-8 of this Annual Report on Form 10-K in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further comments on Dynegy.

Outside the United States, the majority of the company’s natural gas sales occur in the United Kingdom, Australia, Canada, Latin America, and in the company’s affiliate operations in Kazakhstan. International natural gas liquids sales take place in the company’s Canadian upstream operations, with lower sales levels in Africa, Australia and Europe.

Refer to “Selected Operating Data” on page FS-6 of this Annual Report on Form 10-K in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information on the company’s natural gas and natural gas liquids sales volumes.

Distillation operating capacity utilization in 2002, adjusted for sales and closures, averaged 94 percent in the United States (including asphalt plants) and 91 percent worldwide (including affiliates), compared with 88 percent in the United States and 87 percent worldwide in the prior year. ChevronTexaco’s capacity utilization at its U.S. fuels refineries averaged 98 percent in 2002, compared with 90 percent in 2001. ChevronTexaco’s capacity utilization of its wholly owned U.S. cracking and coking facilities, which are the primary facilities used to convert heavier products to gasoline and other light products, averaged 85 percent in 2002, compared with 84 percent in the year earlier. The company processed imported and domestic crude oil in its U.S. refining operations. Imported crude oil accounted for 70 percent of ChevronTexaco’s U.S. refinery inputs in 2002.

Prior to October 2001, the company also had interests in eight U.S. refineries with a combined capacity of about 1.3 million barrels per day through its investments in the Equilon and Motiva affiliates. These investments were sold, as required by the U.S. Federal Trade Commission, in February 2002.

The daily refinery inputs over the last three years for the company and affiliate refineries are shown in the following table:


⁽¹⁾	Capacity and input amounts for El Paso represent ChevronTexaco’s share.

⁽²⁾	Refineries in Perth Amboy, New Jersey and Portland, Oregon, which are primarily asphalt plants.


⁽³⁾	Represents ChevronTexaco interests in Equilon and Motiva refineries, which were placed in trust on October 9, 2001, as required by the U.S. Federal Trade Commission, and disposed of in February 2002.

⁽⁴⁾	ChevronTexaco ceased refining operations at the Panama and Guatemala refineries on July 21, 2002 and September 12, 2002, respectively. The Guatemala facility was converted to terminal operations in 2002 while the Panama facility is expected to be converted to a terminaling facility in 2003.

Product Sales: The company markets petroleum products throughout much of the world. The principal brands for identifying these products are “Chevron,” “Texaco” and “Caltex.”

The following table shows the company’s and its affiliates’ refined product sales volumes, excluding intercompany sales, over the past three years:


⁽¹⁾	Includes equity in affiliates

⁽²⁾	Excludes Equilon and Motiva pre-merger

⁽³⁾	Principally naphtha, lubricants, asphalt and coke

In the United States, the company supplies, directly or through dealers and jobbers, more than 7,900 Chevron-branded motor vehicle retail outlets, of which about 1,200 are company-owned or -leased stations. The company’s gasoline market area is concentrated in the southern, southwestern and western states. According to the Lundberg Share of Market Report, ChevronTexaco ranks among the top three gasoline marketers in 14 states.

In Canada — primarily British Columbia — the company’s Chevron-branded products are sold in 166 stations (mainly owned or leased).

ChevronTexaco operates a network of over 8,100 service stations in more than 30 countries that cover the Asia-Pacific region, Southern and East Africa, and the Middle East. ChevronTexaco uses the Caltex brand name in these areas.

In Europe, the company has marketing operations in the United Kingdom, Ireland, the Netherlands, Belgium and Luxembourg. The company operates in Denmark and Norway through its 50 percent-owned affiliate, HydroTexaco, using the HydroTexaco brand. In West Africa, the company operates in Cameroon, the Canary Islands, Cote d’Ivoire, Nigeria, Republic of Congo, Togo and Benin. In these regions, the company mainly uses the Texaco brand name.

ChevronTexaco operates in approximately 40 countries across the Caribbean, Central America, and South America, with a significant presence in Brazil. In this region, the company uses the Texaco brand name.

In addition to the above activities, the company manages other marketing businesses globally. In global aviation fuel marketing, the company markets 450,000 barrels per day of aviation fuel in 80 countries, representing a worldwide market share of about 12 percent. The company is the leading marketer of jet fuels in North America and is tied for third in the Asia-Pacific region, Latin America, and the Caribbean. ChevronTexaco markets residual fuel oils and marine lubricants in over 100 countries, and motor lubricants in more than 180 countries.

Pipelines: ChevronTexaco owns and operates an extensive system of crude oil, refined products, chemicals, natural gas liquids and natural gas pipelines in the United States. The company also has direct or indirect interests in other U.S. and international pipelines. The company’s ownership interests in pipelines are summarized in the following table:


⁽¹⁾	Partially owned pipelines are included at the company’s equity percentage.

⁽²⁾	Includes gathering lines related to the transportation function. Excludes gathering lines related to the U.S. and international production activities.

The Caspian Pipeline Consortium (CPC) was formed to build a crude oil export pipeline from the Tengiz Field in Kazakhstan to the Russian Black Sea port of Novorossiysk. In the second half of 2002, TCO fully transitioned to exporting its crude oil through the CPC. The company has a 15 percent

ownership interest in CPC. The system capacity is 600,000 barrels of oil per day. In the second half of 2003, CPC plans to begin transporting condensate from the Karachaganak Field in Kazakhstan.

Tankers: ChevronTexaco’s controlled seagoing fleet at December 31, 2002, is summarized in the following table. All controlled tankers were utilized in 2002. In addition, at any given time, the company has 30 to 40 vessels under a voyage basis or as time charters of less than one year.

Federal law requires that cargo transported between U.S. ports be carried in ships built and registered in the United States, owned and operated by U.S. entities and manned by U.S. crews. At year-end 2002, the company’s U.S. flag fleet was engaged primarily in transporting refined products between the Gulf Coast and East Coast, and refined products from California refineries to terminals on the West Coast, Alaska and Hawaii.

The foreign flag vessels were engaged primarily in transporting crude oil from the Middle East, Indonesia, Mexico and West Africa to ports in the United States, Europe and Asia. Refined products also were transported by tanker worldwide.

The Federal Oil Pollution Act of 1990 requires the scheduled phase-out, by year-end 2010, of all single hull tankers trading to U.S. ports or transferring cargo in waters within the U.S. Exclusive Economic Zone. This has resulted in the utilization of double-hull tankers. During 2002, ChevronTexaco operated a total of 19 double-hull tankers and expects to take delivery of three additional double-hull tankers in 2003, also to be operated under long-term bareboat charters. The company is a member of many oil-spill response cooperatives in areas in which it operates around the world.

Chevron Phillips Chemical Company (CPChem) is a 50-50 joint venture with ConocoPhillips Corporation. CPChem owns or has joint venture interests in 32 manufacturing facilities and six research and technical centers in the United States, Puerto Rico, Belgium, China, Mexico, Saudi Arabia, Singapore, South Korea and Qatar.

An olefins and polyolefins complex in Qatar was completed and is currently undergoing commissioning. The complex is owned and operated by Qatar Chemical Company, Ltd., a joint venture between CPChem, with a 49 percent interest, and Qatar General Petroleum, which owns the remaining 51 percent.

A 50-50 joint venture with BP Solvay to build a new high-density polyethylene (HDPE) facility at a CPChem site in the Houston area is on track for start-up in 2003. The jointly owned 700-million-pounds-per-year HDPE facility will be the largest of its kind in the world and will use CPChem proprietary manufacturing technology.

ChevronTexaco’s “Oronite” fuel and lubricant additives business is a leading developer, manufacturer and marketer of performance additives for fuels and lubricating oils. The company owns and operates

facilities in the United States, France, the Netherlands, Singapore, Japan and Brazil and has equity interests in facilities in India and Mexico.

The company’s coal mining and marketing subsidiary, The Pittsburg & Midway Coal Mining Co. (P&M), owned and operated two surface mines and one underground mine at year-end 2002. In addition, final reclamation activities were underway at two mines prior to their planned closure. P&M also owns an approximate 30 percent interest in Inter-American Coal Holding N.V., which has interests in coal mining operations in Venezuela. Sales of coal from P&M’s wholly owned mines and from its affiliates were 14.9 million tons, a decrease of 8 percent from 2001 primarily the result of reduced demand. At year-end 2002, P&M controlled approximately 186 million tons of developed and undeveloped coal reserves, including significant reserves of environmentally desirable low-sulfur fuel. The company is contractually committed to deliver approximately 13 million tons of coal per year through the end of 2005. The company believes it can satisfy these contracts from existing coal reserves.

In Canada, ChevronTexaco has a 20 percent interest in the Athabasca Oil Sands Project where bitumen production began in December 2002. Production was temporarily suspended in early 2003 and is expected to resume in late March. The bitumen will be upgraded into synthetic crude oil using hydroprocessing technology at a synthetic crude unit, expected to begin operations in the second quarter 2003. Bitumen production is expected to reach an average rate of 155,000 barrels of per day in 2005.

ChevronTexaco participates in its power and gasification business through ownership, equity investments with others and licensing of proprietary technology. The company’s electrical power business includes conventional power generation projects, as well as cogeneration facilities. Cogeneration produces thermal energy, such as steam, and electric power. ChevronTexaco has used steam produced in cogeneration in its upstream operations onshore California and in Indonesia. The company uses its proprietary gasification technology to convert a wide variety of hydrocarbon feedstocks into a clean synthesis gas. The synthetic gas can be used as a feedstock for basic chemicals or to generate electricity in low-emission power plants. ChevronTexaco licenses this technology, operates owned gasification facilities and invests in projects using the technology. The company has licensed its gasification technology to more than 70 plants worldwide.

The company’s core hydrocarbon technology efforts support the upstream, downstream and power and gasification businesses. These activities include heavy oil recovery and upgrading, deepwater exploration and production, shallow water production operations, gas-to-liquids processing, hydrocarbon gasification to power, and new and improved refinery processes.

Additionally, ChevronTexaco’s Technology Ventures Company focuses upon the identification, growth, and commercialization of emerging technologies that have the potential to change or transform the way that energy is produced or consumed. The range of business spans early-stage venture capital investing in emerging technologies to developing joint venture companies in new energy systems such as advanced batteries for distributed power and transportation systems and hydrogen fuel storage.

The company has largely completed the implementation of a new information technology infrastructure encompassing computing, data management, security, and connectivity of partners, suppliers, and employees. The architecture, known as “Net Ready,” provides the foundation for the company to cost effectively and rapidly integrate advances in computing and network-based technology.

ChevronTexaco’s research and development expenses were $221 million, $209 million and $211 million for the years 2002, 2001 and 2000, respectively.

Because some of the investments the company makes in the areas described above are in new or unproven technologies and business processes, ultimate success is not certain. Although not all initiatives may prove to be economically viable, the company’s overall investment in this area is not significant to the company’s consolidated financial position.

Virtually all aspects of the company’s businesses are subject to various federal, state and local environmental, health and safety laws and regulations. These regulatory requirements continue to change and increase in both number and complexity, and govern not only the manner in which the company conducts its operations, but also the products it sells. ChevronTexaco expects more environmental-related regulations in the countries where it has operations. Most of the costs of complying with the many laws and regulations pertaining to its operations are embedded in the normal costs of conducting its business.

In 2002, the company’s U.S. capitalized environmental expenditures were $271 million, representing approximately 8 percent of the company’s total consolidated U.S. capital and exploratory expenditures. These environmental expenditures include capital outlays to retrofit existing facilities, as well as those associated with new facilities. The expenditures are predominantly in the petroleum segment and relate mostly to air and water quality projects and activities at the company’s refineries, oil and gas producing facilities and marketing facilities. For 2003, the company estimates U.S. capital expenditures for environmental control facilities will be $287 million. The future annual capital costs of fulfilling this commitment are uncertain and will be governed by several factors, including future changes to regulatory requirements.

Further information on environmental matters and their impact on ChevronTexaco, and the company’s 2002 environmental expenditures, remediation provisions and year-end environmental reserves are contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages FS-13 and FS-14 of this Annual Report on Form 10-K.

The company’s Internet web site can be found at http://www.chevrontexaco.com/. Information contained on the company’s Internet web site is not part of this report.

The company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available on the company’s web site, free of charge, as soon as reasonably practicable after such reports are filed with or furnished to the SEC.

Alternatively, you may access these reports at the SEC’s Internet web site: http://www.sec.gov/.

The certifications by the company’s Chief Executive Officer and Chief Financial Officer of this Annual Report on Form 10-K, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and the SEC regulations under it, are contained on pages 32 and 33 of this report. The certifications by such officers of this Annual Report on Form 10-K, as required by Section 906 of the Sarbanes-Oxley Act of 2002, have been submitted to the SEC as additional correspondence accompanying this report.

The location and character of the company’s oil, natural gas and coal properties and its refining, marketing, transportation and chemicals facilities are described above under Item 1. Business. Information required by the Securities Exchange Act Industry Guide No. 2 (“Disclosure of Oil and Gas Operations”) is also contained in Item 1 and in Tables I through VII on pages FS-48 to FS-54 of this Annual Report on Form 10-K. Note 14, “Properties, Plant and Equipment,” to the company’s financial statements is on page FS-36 of this Annual Report on Form 10-K.

A. Richmond Refinery — Notices of Violation, Bay Area Air Quality Management District

Chevron Products Company’s (a division of Chevron U.S.A. Inc.) Richmond, California, refinery has been issued approximately 40 Notices of Violation during the calendar years 2001 and 2002, which allege non-compliance with the regulations of the Bay Area Air Quality Management District. The Notices of Violation address a variety of issues related to air emissions including, but not limited to, leaks of volatile organic compounds from the facility’s processing equipment. The company has determined that the Notices of Violation will likely result in the payment of a civil penalty in excess of $100,000.

B. Clean Air Act — New Source Review Environmental Protection Agency (EPA) Negotiations

EPA has initiated a national enforcement initiative involving the refining industry, focused on New Source Review requirements under the Clean Air Act. In response to this initiative, ChevronTexaco and EPA are negotiating the potential or actual settlement of any environmental claims at the Company’s refineries that may fall within the scope of the initiative. If a settlement is consummated, it is reasonably anticipated to involve the payment of civil penalties exceeding $100,000.

The Executive Officers of the Corporation consist of the Chairman of the Board, the Vice Chairman of the Board, and such other officers of the Corporation who are either Directors or members of the Executive Committee, or who are chief executive officers of principal business units. Except as noted below, all of the Corporation’s Executive Officers have held one or more of such positions for more than five years.

The information on ChevronTexaco’s common stock market prices, dividends, principal exchanges on which the stock is traded and number of stockholders of record is contained in the Quarterly Results and Stock Market Data tabulations, on page FS-46 of this Annual Report on Form 10-K.

The selected financial data for years 1998 through 2002 are presented on page FS-47 of this Annual Report on Form 10-K.

The index to Management’s Discussion and Analysis, Consolidated Financial Statements and Supplementary Data is presented on page FS-1 of this Annual Report on Form 10-K.

The company’s discussion of interest rate, foreign currency and commodity price market risk is contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations — “Financial and Derivative Instruments” beginning on page FS-11 and Note 9 to the Consolidated Financial Statements — “Financial and Derivative Instruments” beginning on page FS-30.

The index to Management’s Discussion and Analysis, Consolidated Financial Statements and Supplementary Data is presented on page FS-1 of this Annual Report on Form 10-K.

The information on Directors appearing under the heading “Election of Directors — Nominees For Directors” in the Notice of the 2003 Annual Meeting of Stockholders and 2003 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s 2003 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K. See Executive Officers of the Registrant on pages 25 and 26 of this Annual Report on Form 10-K for information about Executive Officers of the company.

The information contained under the heading “Stock Ownership Information — Section 16(a) Beneficial Ownership Reporting Compliance” in the Notice of the 2003 Annual Meeting of Stockholders and 2003 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s 2003 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K. ChevronTexaco believes all filing requirements were complied with during 2002.

The information appearing under the headings “Executive Compensation” and “Directors’ Compensation” in the Notice of the 2003 Annual Meeting of Stockholders and 2003 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s 2003 Annual Meeting of Stockholders, is incorporated herein by reference in this Annual Report on Form 10-K.

The information appearing under the headings “Stock Ownership Information — Directors’ and Executive Officers’ Stock Ownership” and “Stock Ownership Information — Other Security Holders” in the Notice of the 2003 Annual Meeting of Stockholders and 2003 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s 2003 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K.

The information contained under the heading “Equity Compensation Plan Information” in the Notice of the 2003 Annual Meeting of Stockholders and 2003 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 in connection with the company’s 2003 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K.

The information appearing under the heading “Board Operations — Certain Business Relationships Between ChevronTexaco and its Directors and Officers” in the Notice of the 2003 Annual Meeting of Stockholders and 2003 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s 2003 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K.

ChevronTexaco Corporation’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and

15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)), as of a date (the “Evaluation Date”) within 90 days prior to the filing date of this Annual Report, have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were adequate and designed to ensure that material information relating to the Company and its consolidated subsidiaries required to be included in the Company’s periodic filings under the Exchange Act would be made known to them by others within those entities.

Since the Evaluation Date, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect the company’s disclosure controls and procedures, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.


	We have included on page 30 of this Annual Report on Form 10-K, Financial Statement Schedule II — Valuation and Qualifying Accounts.


	The Exhibit Index on pages E-1 and E-2 of this Annual Report on Form 10-K lists the exhibits that are filed as part of this report.


	(1) A Current Report on Form 8-K was filed by the company on November 20, 2002. In this report, ChevronTexaco filed a press release dated November 19, 2002, announcing that the company amended the Rights Agreement, dated as of November 23, 1998, as amended, between ChevronTexaco and Mellon Investor Services LLC, as rights agent. The Rights Agreement was amended so that ChevronTexaco’s Series A Preferred Stock Purchase Rights will expire on November 23, 2003, five years earlier than November 23, 2008, the initial expiration date of the agreement.

	(2) A Current Report on Form 8-K was filed by the company on January 31, 2003. In this report, ChevronTexaco filed a press release announcing preliminary unaudited fourth quarter 2002 net income of $904 million.

	(3) A Current Report on Form 8-K was filed by the company on February 18, 2003. This report included a Second Supplemental Indenture among ChevronTexaco Capital Company, as Issuer, ChevronTexaco Corporation, as Guarantor, and JPMorgan Chase Bank, as Trustee, dated as of February 12, 2003.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 17th day of March, 2003.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 17th day of March, 2003.


	1. I have reviewed this Annual Report on Form 10-K of ChevronTexaco Corporation;

	2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

	3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;

	4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the “Evaluation Date”); and

	c) presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


	6. The registrant’s other certifying officer and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


	/s/ DAVID J. O’REILLY

	David J. O’Reilly
	Chairman of the Board and Chief Executive Officer


	1. I have reviewed this Annual Report on Form 10-K of ChevronTexaco Corporation;

	2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

	3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;

	4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the “Evaluation Date”); and

	c) presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


	6. The registrant’s other certifying officer and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


	/s/ JOHN S. WATSON

	John S. Watson
	Vice-President, Finance and Chief Financial Officer

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net income in each period presented includes amounts for matters that management characterizes as “special items,” as described in the table below.

Because of their nature and sufficiently large amounts, the special items in the table above are identified separately to help explain the changes in net income and segment income between periods as well as to help distinguish the underlying trends for the company’s businesses. The categories “Merger-related expenses” and “Extraordinary Loss from Merger-Related Asset Sales” are amounts in 2001 and 2002 that are described in detail in the “Texaco Merger Transaction” section on page FS-3. Other special items are discussed in detail for each major operating area in the “Results of Operations” section beginning on page FS-4.

As shown in the “Special Items” table, large special-item charges adversely affected net income in 2002 and 2001. In 2002, $2.3 billion of the $3.3 billion of net charges related to the company’s investment in its Dynegy Inc. affiliate. Refer to pages FS-7 and FS-8 for discussion of these matters. Approximately one half of the $3.5 billion of net charges in 2001 related to asset impairments, primarily the result of downward revisions to crude oil and natural gas reserve quantities. These items are discussed in the U.S. and international exploration and production analyses of segment income beginning on page FS-4. Other major charges against earnings in 2002 and 2001 related to the Texaco merger transaction, which is discussed on page FS-3.

Apart from the effects of special items, ChevronTexaco’s earnings depend largely on the profitability of its upstream — exploration and production — and downstream — refining, marketing and transportation — businesses. Overall earnings trends are typically less affected by results from the company’s commodity chemicals sector and investments in other businesses. Key components of the company’s competitive position, particularly given the capital-intensive infrastructure and the commodity-based nature of many of its products, are the ability to invest capital in projects that provide adequate financial returns and managing operating expenses successfully. The company also continuously evaluates opportunities to acquire assets or operations complementary to its asset base to help sustain the company’s growth. During 2003, the company intends to evaluate and determine which assets in its overall post-merger portfolio are key to providing long-term value. Accordingly, certain asset dispositions may result.

Comments related to earnings trends for the company’s major business areas are as follows:

Upstream Year-to-year changes in exploration and production earnings align most closely with industry price levels for crude oil and natural gas. Crude oil and natural gas prices are subject to certain external factors, over which the company has no control, including product demand connected with global economic conditions, industry inventory levels, weather-related damages and disruptions, competing fuel prices, and the regional supply interruptions that may be caused by military conflicts or political uncertainty. Longer-term trends in earnings for this segment are also a function of a range of factors in addition to price trends, including the company’s ability to find or acquire reserves and efficiently produce them.

Average worldwide industry prices for crude oil in 2002 were little changed from 2001. However, the company’s average natural gas realization in the United States fell about one third from the prior year and contributed to the decline in the company’s U.S segment income between periods. Segment income in 2002 for

international operations reflected relatively little change in prices for both crude oil and natural gas.

During 2002, industry price levels for crude oil trended upward from the $20 per-barrel level to about $30. In early March 2003, the spot price for West Texas Intermediate (WTI), a benchmark crude oil was quoted between $35 and $40 per barrel — a 12-year high. Benchmark prices for Henry Hub U.S. natural gas started 2002 in the low-$2 range per thousand cubic feet and also trended upward during the year, to about the $5 level. Through mid-March 2003, the benchmark natural gas price was volatile and averaged about $7 per thousand cubic feet for that period. The relatively strong prices for crude oil in early 2003 in part reflected the geopolitical uncertainty in Iraq and Venezuela. The higher U.S. natural gas price was primarily attributable to falling inventory storage levels reflecting withdrawals to meet the demands of a cold winter over much of the United States.

Segment income during 2002 was also dampened by lower worldwide oil-equivalent production — down 3 percent from 2001 levels. Part of the production decline was the result of OPEC quotas, which accounted for a decrease in Nigeria of about 30,000 barrels of crude oil per day in 2002. Storms in the Gulf of Mexico reduced 2002 oil-equivalent production by about 20,000 barrels per day. The impact of revised terms on a production-sharing contract in Indonesia lowered 2002 net oil-equivalent production by about 25,000 barrels per day. Absent these effects, worldwide oil-equivalent production was at about the same level in both years. The expected production level in 2003 and beyond is uncertain, in part because of the possibility of additional quota adjustments by OPEC and the potential for local civil unrest and changing geopolitics that could cause production disruptions. Capital expenditures are weighted heavily to international areas due to the greater number of economic opportunities.

Downstream Refining, marketing and transportation earnings are closely tied to regional demand and industry refining and marketing margins. Other, company-specific, factors influencing the company’s profitability in this segment include the operating efficiencies of its refinery network, including any downtime due to operating incidents and maintenance.

Industry margins worldwide were strong in the early part of 2001 but trended downward worldwide during the year, as worldwide demand for refined products weakened. By early 2002, ChevronTexaco margins were at their lowest levels since the mid-1990s, as weak market conditions would not allow feedstock costs to be fully recovered from consumers of refined products. As a result, worldwide earnings plummeted between 2001 and 2002 to below break-even. Additionally, the decline in earnings from 2001 included the absence of ongoing earnings from U.S. downstream assets that were sold as a condition of the merger. Into early 2003, U.S. refined products margins strengthened on the combined effects of the general strike in Venezuela, colder-than-normal winter weather and low inventory levels. Based on current industry and economic conditions, the company does not expect a rebound of earnings for this segment in 2003 to levels similar to 2001 and 2000.

Chemicals Earnings for the company’s Oronite subsidiary improved in 2002, and losses from the 50 percent-owned Chevron Phillips Chemical Co. LLC affiliate were lower. Demand and margins for commodity chemicals have been at low levels for a protracted period, and significant improvement is not expected in the near future.

Basis of Presentation On October 9, 2001, Texaco Inc. (Texaco) became a wholly owned subsidiary of Chevron Corporation (Chevron) pursuant to a merger transaction, and Chevron changed its name to ChevronTexaco Corporation. Certain operations that were jointly owned by the combining companies are consolidated in the accompanying financial statements. These operations are primarily those of the Caltex Group of Companies, which was previously owned 50 percent each by Chevron and Texaco. The combination was accounted for as a pooling of interests, and the accompanying audited consolidated financial statements for all periods are presented as if Chevron and Texaco had always been combined.

Merger Effects Under mandate of the Federal Trade Commission (FTC) as a condition to FTC approval of the merger, the company sold its interests in Equilon and Motiva — joint ventures engaged in U.S. downstream businesses — in February 2002, resulting in cash proceeds of $2.2 billion, including dividends due. Indemnification by ChevronTexaco against certain Equilon and Motiva contingent liabilities at the date of sale are discussed in the “Guarantees, Off-Balance-Sheet Arrangements and Contractual Obligations, and Other Contingencies” section beginning on page FS-10. Other mandated asset dispositions were also completed during 2002. Net income and cash proceeds from these other sales were not material. Net income during 2001 for all assets that were sold as a condition of the merger was approximately $375 million. The net loss on assets sold under the FTC mandate is presented in the 2001 income statement as an extraordinary item.

The company incurred before-tax merger-related expenses of $1.563 billion ($1.136 billion after tax) and $576 million ($386 million after tax) in 2001 and 2002, respectively. Major expenses included employee severance payments; incremental pension and medical plan benefit costs associated with workforce reductions; legal, accounting, Securities and Exchange Commission (SEC) filing and investment banker fees; employee and office relocations; and costs for the elimination of redundant facilities and operations. No significant merger-related expenses are anticipated for 2003.

Included in merger-related expenses were accruals of $891 million and $60 million in 2001 and 2002, respectively, for severance-related benefits for approximately 4,500 employees and other merger-related expenses that will not benefit future operations.

Of the 4,500 employees to be terminated, approximately 450 remained on the payroll at December 31, 2002. The year-end 2002 accrual balance is not expected to be extinguished for approximately two years, reflecting a severance payment deferral option exercised by some employees.

Worldwide Oil and Gas Reserves and Production The company added approximately 1.1 billion barrels of oil-equivalent reserves during 2002. These additions equated to 114 percent of production for the year. Included were nearly 600 million barrels of oil-equivalent from major discoveries and extensions in Africa, Australia, Europe and China. Additionally, 500 million barrels were added through improved recovery and expansion projects, primarily in Africa, Eurasia and California. Worldwide oil-equivalent production declined in 2002 about 3 percent, compared with 2001 and about 4 percent compared with 2000. The decreases between years reflect lower U.S. production levels, partially offset by increased international production.

U.S. Gulf of Mexico Two deepwater discoveries were made — Tahiti and Great White — and are in the process of being evaluated. ChevronTexaco, with a 58 percent interest, operates the Tahiti prospect. The company has a one-third non-operated interest in Great White. In December, the company submitted an application to construct and operate the Port Pelican Liquefied Natural Gas (LNG) receiving and regasification terminal, located approximately 50 miles offshore in the Gulf of Mexico. Phase 1 of the project is designed to process up to 800 million cubic feet of natural gas per day and will connect to existing infrastructure along the Gulf Coast. ChevronTexaco’s interest is 100 percent. LNG projects like Port Pelican can help offset the effect of an expected long-term decline in the industry’s U.S. natural gas production.

Angola The eighth and ninth discoveries — Gabela and Negage — were announced in ChevronTexaco-operated deepwater Block 14. These latest discoveries will be followed by geological and engineering studies to assess their reserve potential. The company, as operator, holds a 31 percent interest in Block 14.

Nigeria A second oil discovery — Usan — was made in the non-operated deepwater Nigeria Block OPL 222, where the company holds a 30 percent interest. The prospect is approximately 60 miles offshore in a water depth greater than 2,000 feet. The company also confirmed its deepwater Block OPL 213 Aparo oil discovery (100 percent company interest) with a successful appraisal well. The Aparo discovery shares a structure with an adjacent concession and will likely become part of a joint oil development.

U.K. North Sea The company announced first oil from Alba Extreme South, the latest phase in the field’s development in which ChevronTexaco, as operator, has a 21 percent interest. The phased development expansion is expected near-term to add more than 50,000 barrels of oil per day to Alba production (100 percent field basis), offsetting existing production declines and maintaining a plateau rate of up to 100,000 barrels of oil per day. The Caledonia Field produced first oil in February 2003 with total production expected to average about 10,000 barrels of crude oil per day during 2003. ChevronTexaco is operator with a 27 percent interest.

Tengiz Following a delay in late 2002, Tengizchevroil (TCO) announced in early 2003 that its partners had approved the detailed engineering and construction of the Second Generation Program and Sour Gas Injection Project. These two projects are expected to increase TCO’s oil production capacity from the current rate of about 285,000 barrels per day to between 430,000 and 500,000 barrels per day. Current development plans call for the two projects to be completed mid-2006. ChevronTexaco has a 50 percent ownership interest in TCO.

Australia The People’s Republic of China selected the North West Shelf Venture, in which ChevronTexaco has a one-sixth interest, as the sole supplier of LNG to the proposed Guangdong LNG project in southern China. A conditional 25-year LNG Sale and Purchase Agreement for more than 3.9 trillion cubic feet of natural gas (equivalent to about 400 million cubic feet per day) was signed in October.

China The company entered into a unitization agreement with China National Offshore Oil Corp (CNOOC) in October to jointly develop the Bozhong Field in Bohai Bay. This is the first unitization agreement between CNOOC and a foreign partner. ChevronTexaco holds an approximate 16 percent interest.

U.S. Refining An expansion project to produce low sulfur motor gasoline and diesel at the company’s Pascagoula, Mississippi, refinery will become operational during the first quarter of 2003.

Chemicals In Qatar, a world-scale olefins and polyolefins complex is currently being commissioned. The facility is owned and operated by Qatar Chemical Company, a joint venture between Chevron Phillips Chemical Company LLC (CPChem), the company’s 50 percent-owned petrochemical affiliate, and its partner Qatar General Petroleum. CPChem has signed agreements to develop a second petrochemical complex in Qatar. The project will include a world-scale olefins facility, along with derivatives units. Final approvals are anticipated in mid-2004.

U.S. Natural Gas Marketing The company’s natural gas purchase and sale agreements with its 26 percent-owned Dynegy affiliate were terminated at the end of January 2003. Under the transition arrangements, Dynegy is to act in an agency role for the company until the contracts become managed by ChevronTexaco Natural Gas — a new wholesale natural gas marketing unit that is expected to be fully operational in April 2003. The contract terminations followed Dynegy’s decision to exit the gas trading and marketing business as part of a companywide restructuring plan. See page FS-8 for information related to the company’s investment in Dynegy.

Major Business Areas The following section presents the results of operations for the company’s business segments as well as for the departments and companies managed at the corporate level. To aid in the understanding of changes in segment income between periods, the discussion is in two parts - first, on underlying trends and second, for special items that tended to obscure these trends.

Segment income in 2002 reflected significantly lower natural gas realizations and an 11 percent decrease in natural gas production. Also contributing to the earnings decline was lower liquids production, which dropped 2 percent from 2001 levels. Lower earnings in 2001 from 2000 partially resulted from significantly lower liquids realizations and lower oil-equivalent production, offset by higher natural gas prices.

The average natural gas realization was $2.89 per thousand cubic feet in 2002, compared with $4.38 and $3.87 in 2001 and 2000, respectively. The company’s average 2002 U.S. liquids realization was $21.34 per barrel, compared with $21.33 in 2001 and $25.61 in 2000.

Net oil-equivalent production averaged 1.002 million barrels per day in 2002, down 6 percent from 2001 and 13 percent from 2000. The net liquids component for 2002 averaged 602,000 barrels per day, down 2 percent from 2001 and 10 percent from 2000. Net natural gas production averaged 2.4 billion cubic feet per day in 2002, down 11 percent from 2001 and 17 percent from 2000. The company’s 2002 production of crude oil and natural gas was constrained by tropical storms that occurred in September and October in the Gulf of Mexico. The storms reduced the company’s 2002 oil-equivalent production by about 20,000 barrels per day, split equally between liquids and natural gas. The negative impact on the company’s net income was about $100 million, including casualty losses for the uninsured portion of property damages and associated costs. In addition to the impacts of the storms on 2002 production, the lower oil-equivalent production reflected normal field declines and the absence of production from assets sold in 2001, partially offset by new and enhanced production in the deepwater and other areas of the Gulf of Mexico. The reductions in net natural gas production reflected, in part, steep decline rates in areas of the Gulf of Mexico Shelf that were brought onto production in late 2000 and early 2001 to take advantage of a period of high natural gas prices.

Special items during the three years included asset write-offs and revaluations resulting mainly from asset impairments caused by write-downs in proved oil and gas reserve quantities for various fields. In 2001, a $1.0 billion impairment was recorded for the Midway Sunset Field in California’s San Joaquin Valley, upon determining lower-than-projected oil recovery from the field’s steam-injection process.

The earnings improvement in 2002 versus 2001 was marginally affected by a combination of higher liquids realizations and natural gas production and lower exploration and income tax expense, offset in part by lower liquids production and natural gas realizations and higher depreciation expense. The earnings decline in 2001 versus 2000 reflected lower average liquids realizations, the effect of which was partially offset by a 3 percent increase in oil-equivalent production and higher natural gas prices.

The average liquids realization, including equity affiliates, was $23.06 per barrel in 2002, compared with $22.17 in 2001 and $26.04 in 2000. The average natural gas realization was $2.14 per thousand cubic feet in 2002, compared with $2.36 in 2001 and $2.09 in 2000.

Daily net liquids production of 1.295 million barrels in 2002 decreased about 4 percent from 1.345 million barrels in 2001 and about 3 percent from 1.330 million barrels in 2000. Production decreases during 2002 in Indonesia, primarily due to changes in contractual terms, and Nigeria, primarily due to OPEC constraints, were slightly offset by increased production in Kazakhstan. During 2001, increases in Kazakhstan more than offset lower volumes from Indonesia.

Net natural gas production of 1.971 billion cubic feet per day in 2002 was up 15 percent from 2001 and more than 26 pe


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Delaware		94-0890210
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


Title of Each Class		Name of Each Exchange on Which Registered

Common stock par value $.75 per share		New York Stock Exchange, Inc.
Preferred stock purchase rights		Pacific Exchange


Item		Page No.

	PART IV
15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K		29
	Schedule II — Valuation and Qualifying Accounts		30
	Signatures		31
	Certifications		32



									Developed and
	Undeveloped⁽²⁾				Developed⁽²⁾				Undeveloped

	Gross		Net		Gross		Net		Gross		Net

United States		9,172		6,604		8,529		4,002		17,701		10,606

Africa		23,373		7,783		482		142		23,855		7,925
Asia-Pacific		48,697		21,450		1,846		664		50,543		22,114
Other International		36,104		18,788		2,830		1,197		38,934		19,985

Total International		108,174		48,021		5,158		2,003		113,332		50,024

Total Consolidated Companies		117,346		54,625		13,687		6,005		131,033		60,630
Equity in Affiliates		1,063		503		84		38		1,147		541

Total Including Affiliates		118,409		55,128		13,771		6,043		132,180		61,171

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Item		Page No.

	PART I
1.	Business		3
	(a) General Development of Business		3
	(b) Description of Business and Properties		5
	Capital and Exploratory Expenditures		6
	Petroleum — Exploration and Production		7
	Liquids and Natural Gas Production		7
	Acreage		9
	Reserves and Contract Obligations		10
	Development Activities		11
	Exploration Activities		11
	Review of Ongoing Exploration and Production Activities in Key Areas		12
	Petroleum — Natural Gas and Natural Gas Liquids		17
	Petroleum — Refining		17
	Petroleum — Refined Products Marketing		19
	Petroleum — Transportation		20
	Chemicals		21
	Coal		22
	Other Activities — Synthetic Crude Oil		22
	Power and Gasification		22
	Research and Technology		22
	Environmental Protection		23
	Website Access to SEC Reports		23
	Compliance with Certification Requirements		23
2.	Properties		24
3.	Legal Proceedings		24
4.	Submission of Matters to a Vote of Security Holders		24
	Executive Officers of the Registrant at March 1, 2003		25
	PART II
5.	Market for the Registrant’s Common Equity and Related Stockholder Matters		26
6.	Selected Financial Data		26
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
7A.	Quantitative and Qualitative Disclosures About Market Risk		26
8.	Financial Statement and Supplementary Data		26
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		27
	PART III
10.	Directors and Executive Officers of the Registrant		27
11.	Executive Compensation		27
12.	Security Ownership of Certain Beneficial Owners and Management		27
13.	Certain Relationships and Related Transactions		27
14.	Controls and Procedures		27



		Crude Oil &								Memo:
		Natural Gas				Natural Gas				Oil-Equivalent
		Liquids				(Millions of				(BOE)
		(Thousands of				Cubic Feet per				(Thousands of
		Barrels per Day)				Day)				Barrels per Day)⁽²⁾

		2002		2001		2002		2001		2002		2001

United States:
	California		243		249		125		116		264		268
	Gulf of Mexico		182		187		801		1,023		316		357
	Texas		91		87		566		598		185		187
	Wyoming		12		11		199		220		45		48
	Other States		74		80		714		749		193		205

Total United States			602		614		2,405		2,706		1,003		1,065

Africa:
Angola			164		168		—		1		164		168
Nigeria			127		158		74		43		139		165
Republic of Congo			16		20		—		—		16		20
Democratic Republic of Congo			8		9		—		—		8		9
Asia-Pacific:
Indonesia			263		304		147		134		288		326
Partitioned Neutral Zone (PNZ)⁽³⁾			140		144		15		10		142		146
Australia			52		45		264		235		96		84
China			27		24		—		—		27		24
Kazakhstan			22		17		85		67		36		28
Thailand			18		16		87		75		33		28
Philippines			7		1		105		9		25		3
Papua New Guinea			6		7		—		—		6		7
Other International:
United Kingdom (North Sea)			113		115		361		350		173		173
Canada			70		64		140		167		93		92
Argentina			55		57		71		56		67		66
Denmark			42		39		102		100		59		56
Norway			15		17		3		4		16		18
Venezuela			4		4		7		4		4		5
Colombia			—		—		222		203		37		34
Trinidad			—		—		107		100		18		17
Netherlands			—		—		—		1		—		—

Total International			1,149		1,209		1,790		1,559		1,447		1,469

Total Consolidated Operations			1,751		1,823		4,195		4,265		2,450		2,534
Equity in Affiliates⁽⁴⁾			146		136		181		152		176		161

Total Including Affiliates			1,897		1,959		4,376		4,417		2,626		2,695

Memo: Other produced volumes⁽⁵⁾			97		105		—		—		97		105



	Productive⁽¹⁾				Productive⁽¹⁾
	Oil Wells				Gas Wells

	Gross⁽²⁾		Net⁽²⁾		Gross⁽²⁾		Net⁽²⁾

United States		57,432		33,364		14,199		6,906

Africa		1,650		593		18		8
Asia-Pacific		8,571		7,633		241		127
Other International		2,420		1,520		415		169

Total International		12,641		9,746		674		304

Total Consolidated Companies		70,073		43,110		14,873		7,210
Equity in Affiliates		164		61		—		—

Total Including Affiliates		70,237		43,171		14,873		7,210

Multiple completion wells included above:		1,154		782		794		573



	Net													Memo:
	Additions to						Net							BOE
	Reserves						Production							Replacement %
														Excluding
	Liquids			Gas			Liquids		Gas		BOE			Sales and
	(mmbbls)⁽¹⁾			(bcf)⁽²⁾			(mmbbls)⁽¹⁾		(bcf)⁽²⁾		Replacement %⁽⁴⁾			Acquisitions⁽⁴⁾

United States		36			(92	)		220		878		6	%		0	%
Africa		547			453			115		27		521	%		521	%
Asia-Pacific		(7	)		662			195		257		43	%		43	%
Other International ⁽³⁾		260			499			162		435		146	%		146	%

Total Worldwide		836			1,522			692		1,597		114	%		112	%



					Net Wells Completed⁽¹⁾
	Wells
	Drilling
	At 12/31/02				2002				2001				2000

	Gross⁽²⁾		Net⁽²⁾		Prod		Dry		Prod		Dry		Prod		Dry

United States		60		32		638		16		866		21		919		14

Africa		6		2		27		—		22		—		39		—
Asia-Pacific		3		2		470		—		555		—		501		1
Other International		39		23		140		—		109		2		113		—

Total International		48		27		637		—		686		2		653		1

Total Consolidated Companies		108		59		1,275		16		1,552		23		1,572		15
Equity in Affiliates		4		2		20		—		17		—		33		—

Total Including Affiliates		112		61		1,295		16		1,569		23		1,605		15



		December 31, 2002				Refinery Inputs

				Operable
Locations		Number		Capacity		2002	2001	2000

Pascagoula	Mississippi		1		295	329	332	313
El Segundo	California		1		260	251	213	219
Richmond	California		1		225	187	229	203
El Paso⁽¹⁾	Texas		1		65	61	61	60
Honolulu	Hawaii		1		54	53	54	51
Salt Lake City	Utah		1		45	43	44	44
Other⁽²⁾			2		96	55	50	53

Total Consolidated Companies — United States			8		1,040	979	983	943

Equity in Affiliates⁽³⁾	Various Locations		—		—	—	353	447

Total Including Affiliates — United States			8		1,040	979	1,336	1,390

Pembroke	United Kingdom		1		210	204	202	215
Cape Town	South Africa		1		112	74	71	65
Batangas	Philippines		1		76	59	65	65
Colón⁽⁴⁾	Panama		—		—	27	54	44
Burnaby, B.C.,	Canada		1		52	51	52	51
Escuintla⁽⁴⁾	Guatemala		—		—	11	16	16

Total Consolidated Companies — International			4		450	426	460	456
Equity in Affiliates	Various Locations		11		785	674	676	694

Total Including Affiliates — International			15		1,235	1,100	1,136	1,150

Total Including Affiliates — Worldwide			23		2,275	2,079	2,472	2,540


		Net
		Mileage⁽¹⁾

United States:
	Crude oil⁽²⁾		2,334
	Natural gas		2,016
	Petroleum products		4,322

	Total United States		8,672

International:
	Crude oil⁽²⁾		288
	Natural gas		56
	Petroleum products		329

	Total International		673

Worldwide			9,345



		U.S. Flag				Foreign Flag

				Cargo Capacity				Cargo Capacity
		Number		(Millions of Barrels)		Number		(Millions of Barrels)

Owned			3		0.8		6		10.6
Bareboat Charter			—		—		14		20.8
Time-Charter*			—		—		8		6.1

	Total		3		0.8		28		37.5


Item 4.	Submission of Matters to a Vote of Security Holders


Name and Age		Executive Office Held	Major Area of Responsibility

D. J. O’Reilly	56	Chairman of the Board since 2000 Director since 1998 Vice Chairman from 1998 to 2000 President of Chevron Products Company from 1994 to 1998 Executive Committee Member since 1994	Chief Executive Officer
P. J. Robertson	56	Vice Chairman of the Board since 2002 Vice President from 1994 to 2001 President of Chevron Overseas Petroleum Inc. from 2000 to 2002 Executive Committee Member since 1997	Worldwide Exploration and Production Activities
D. W. Callahan	60	Executive Vice President since 2000 Vice President since 1999 President of Chevron Chemical Company from 1999 to 2000 Executive Committee Member since 1999	Chemicals, Coal, Power and Gasification, Technology
C. A. James	48	Vice President and General Counsel since 2002 Executive Committee Member since 2002	Law
G. L. Kirkland	52	President of ChevronTexaco Overseas Petroleum Inc. since 2002 Vice President since 2002 President of Chevron U.S.A. Production Company from 2000 to 2002 Executive Committee Member from 2000 to 2001	Overseas Exploration and Production
J. S. Watson	46	Vice President and Chief Financial Officer since 2000 Vice President since 1998 Executive Committee Member since 2000	Finance
R. I. Wilcox	57	President, ChevronTexaco Exploration & Production Company since 2002 Vice President since 2002	North American Exploration and Production
P. A. Woertz	49	Executive Vice President since 2001 Vice President since 1998 President of Chevron Products Company from 1998 to 2001 Executive Committee Member since 1998	Worldwide Refining, Marketing and Transportation Activities


		2002		2001		2000

United States
	Gasolines		733		709		717
	Jet Fuel		389		424		402
	Gas Oils and Kerosene		262		245		237
	Residual Fuel Oil		94		183		167
	Other Petroleum Products⁽³⁾		132		122		128

	Total United States		1,610		1,683		1,651

International
	Gasolines		519		533		455
	Jet Fuel		164		185		156
	Gas Oils and Kerosene		619		702		629
	Residual Fuel Oil		413		503		573
	Other Petroleum Products⁽³⁾		543		531		708

	Total International		2,258		2,454		2,521

Total Worldwide			3,868		4,137		4,172


	Petroleum — Transportation


	Coal


	Power and Gasification


D. W. Callahan	—	Senior Vice President, Chevron Chemical Company — 1991
	—	President, Chevron Chemical Company — 1999
C. A. James	—	Partner, Jones Day — a major U.S. law firm — 1992
	—	Assistant Attorney General, Antitrust Division, U.S. Department of Justice — 2001
	—	Vice President and General Counsel — 2002


G. L. Kirkland	—	General Manager, Asset Management, Chevron Nigeria Limited — 1996
	—	Chairman and Managing Director, Chevron Nigeria Limited — 1996
	—	President, Chevron USA Production Company — 2000
J. S. Watson	—	President, Chevron Canada Limited — 1996
	—	Vice President, Strategic Planning, Chevron Corporation — 1998
	—	Vice President and Chief Financial Officer, Chevron Corporation — 2000
R. I. Wilcox	—	Vice President and General Manager, Marine Transportation, Chevron Shipping Company — 1996
	—	General Manager, Asset Management, Chevron Nigeria Limited — 1999
	—	Chairman and Managing Director, Chevron Nigeria Limited — 2000
	—	Corporate Vice President and President, ChevronTexaco Exploration & Production Company — 2002
P. A. Woertz	—	President, Chevron International Oil Company — 1996
	—	Vice President, Logistics and Trading, Chevron Products Company — 1996
	—	President, Chevron Products Company — 1998


Item 5.	Market for the Registrant’s Common Equity and Related Stockholder Matters


Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations


Item 7A.	Quantitative and Qualitative Disclosures About Market Risk


Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


Item 10.	Directors and Executive Officers of the Registrant


Item 12.	Security Ownership of Certain Beneficial Owners and Management


Item 13.	Certain Relationships and Related Transactions


Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K


	Page(s)

Report of Independent Accountants — PricewaterhouseCoopers LLP		FS-18
Report of Independent Public Accountants — Arthur Andersen LLP		FS-18
Consolidated Statement of Income for the three years ended December 31, 2002		FS-19
Consolidated Statement of Comprehensive Income for the three years ended December 31, 2002		FS-20
Consolidated Balance Sheet at December 31, 2002 and 2001		FS-21
Consolidated Statement of Cash Flows for the three years ended December 31, 2002		FS-22
Consolidated Statement of Stockholders’ Equity for the three years ended December 31, 2002		FS-23 to FS-24
Notes to Consolidated Financial Statements		FS-25 to FS-45



	Year Ended December 31,

	2002			2001			2000

Employee Termination Benefits:
Balance at January 1	$	659		$	1		$	130
Additions charged to expense		71			763			15
Payments		(400	)		(105	)		(144	)

Balance at December 31	$	330		$	659		$	1


Other Merger-related Expenses:
Balance at January 1	$	127		$	—		$	—
(Deductions) additions (credited) charged to expense		(11	)		128			—
Payments		(70	)		(1	)		—

Balance at December 31	$	46		$	127		$	—


Allowance for Doubtful Accounts:
Balance at January 1	$	183		$	136		$	113
Additions charged to expense		131			116			74
Bad debt write-offs		(89	)		(69	)		(51	)

Balance at December 31	$	225		$	183		$	136


Deferred Income Tax Valuation Allowance:*
Balance at January 1	$	1,512		$	1,574		$	1,588
Additions charged to deferred income tax expense		776			339			326
Deductions credited to deferred income tax expense		(548	)		(401	)		(340	)

Balance at December 31	$	1,740		$	1,512		$	1,574


Inventory Valuation Allowance:
Balance at January 1	$	—		$	4		$	—
Additions		—			—			4
Deductions		—			(4	)		—

Balance at December 31	$	—		$	—		$	4


*	See also Note 15 to the consolidated financial statements on page FS-37



Principal Executive Officers (And Directors)		Directors


DAVID J. O’REILLY* David J. O’Reilly Chairman of the Board PETER J. ROBERTSON* Peter J. Robertson Vice Chairman of the Board Principal Financial Officer JOHN S. WATSON* John S. Watson Vice President, Finance and Chief Financial Officer Principal Accounting Officer STEPHEN J. CROWE* Stephen J. Crowe Vice President and Comptroller		SAMUEL H. ARMACOST* ----------------------------------------------- Samuel H. Armacost ROBERT J. EATON* ----------------------------------------------- Robert J. Eaton SAM GINN* ----------------------------------------------- Sam Ginn CARLA A. HILLS* ----------------------------------------------- Carla A. Hills FRANKLYN G. JENIFER* ----------------------------------------------- Franklyn G. Jenifer J. BENNETT JOHNSTON* ----------------------------------------------- J. Bennett Johnston SAM NUNN* ----------------------------------------------- Sam Nunn CHARLES R. SHOEMATE* ----------------------------------------------- Charles R. Shoemate FRANK A. SHRONTZ* ----------------------------------------------- Frank A. Shrontz THOMAS A. VANDERSLICE* ----------------------------------------------- Thomas A. Vanderslice CARL WARE* ----------------------------------------------- Carl Ware

*By:	/s/ LYDIA I. BEEBE Lydia I. Beebe Attorney-in-Fact	JOHN A. YOUNG* ----------------------------------------------- John A. Young


		Page(s)

Management’s Discussion and Analysis of Financial Condition and Results of Operations		FS-2 to FS-17
Report of Independent Accountants		FS-18
Report of Independent Public Accountants		FS-18
Consolidated Statement of Income		FS-19
Report of Management		FS-19
Consolidated Statement of Comprehensive Income		FS-20
Consolidated Balance Sheet		FS-21
Consolidated Statement of Cash Flows		FS-22
Consolidated Statement of Stockholders’ Equity		FS-23 to FS-24
Notes to Consolidated Financial Statements		FS-25 to FS-45
Quarterly Results and Stock Market Data		FS-46
Five-Year Financial Summary		FS-47
Supplemental Information on Oil and Gas Producing Activities		FS-47 to FS-54


PART I
	Item 1. Business
	(a) General Development of Business
	Capital and Exploratory Expenditures
	Petroleum -- Exploration and Production
	Liquids and Natural Gas Production
	Acreage
	Reserves and Contract Obligations
	Development Activities
	Exploration Activities
	Review of Ongoing Exploration and Production Activities in Key Areas
	Petroleum -- Natural Gas and Natural Gas Liquids
	Petroleum -- Refining
	Petroleum -- Refined Products Marketing
	Petroleum -- Transportation
	Chemicals
	Coal
	Other Activities -- Synthetic Crude Oil
	Power and Gasification
	Research and Technology
	Environmental Protection
	Web Site Access to SEC Reports
	Compliance with Certification Requirements
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
	Item 14. Controls and Procedures
PART IV
	Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS ($ MILLIONS)
SIGNATURES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
REPORT OF INDEPENDENT ACCOUNTANTS
CONSOLIDATED STATEMENT OF INCOME
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERLY RESULTS AND STOCK MARKET DATA
FIVE-YEAR FINANCIAL SUMMARY
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES
EXHIBIT INDEX
Form 10-K
EXHIBIT 3.2
EXHIBIT 10.12
Exibit 12.1
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 24.1
EXHIBIT 24.2
EXHIBIT 24.3
EXHIBIT 24.4
EXHIBIT 24.5
EXHIBIT 24.6
EXHIBIT 24.7
EXHIBIT 24.8
EXHIBIT 24.9
EXHIBIT 24.10
EXHIBIT 24.11
EXHIBIT 24.12
EXHIBIT 24.13
EXHIBIT 24.14
EXHIBIT 24.15
EXHIBIT 24.16
EXHIBIT 99.1


Millions of dollars, except per-share amounts			2002			2001			2000

Net Income			$	1,132		$	3,288		$	7,727
Per Share:
	Net Income — Basic		$	1.07		$	3.10		$	7.23
		— Diluted	$	1.07		$	3.09		$	7.21
	Dividends*		$	2.80		$	2.65		$	2.60
Sales and Other Operating Revenues			$	98,691		$	104,409		$	117,095
Return on:
	Average Capital Employed			3.2	%		7.8	%		17.3	%
	Average Stockholders’ Equity			3.5	%		9.8	%		24.5	%


Millions of dollars		2002			2001			2000

Exploration and Production
	United States	$	1,717		$	1,779		$	3,453
	International		2,839			2,533			3,702

Total Exploration and Production			4,556			4,312			7,155

Refining, Marketing and Transportation
	United States		(398	)		1,254			721
	International		31			560			414

Total Refining, Marketing and Transportation			(367	)		1,814			1,135

Chemicals			86			(128	)		40
All Other			(3,143	)		(2,710	)		(603	)

Net Income*		$	1,132		$	3,288		$	7,727

* Includes Foreign Currency (Losses) Gains:		$	(43	)	$	191		$	182


Millions of dollars	Amount

Additions — 2001	$	891
Payments — 2001		(105	)

Balance at December 31, 2001		786
Additions — 2002		60
Payments — 2002		(470	)

Balance at December 31, 2002	$	376