UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2023
| | | | | | | | | | | | | | |
| | Chevron Corporation | | |
| (Exact name of registrant as specified in its charter) | |
| | | | | | | | | | | | | | |
| Delaware | | 001-00368 | | 94-0890210 |
(State or other jurisdiction
of incorporation ) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | |
| | | | |
| 6001 Bollinger Canyon Road, | San Ramon, | CA | | 94583 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (925) 842-1000
| | | | | | | | |
| N/A | |
| (Former name or former address, if changed since last report) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, par value $.75 per share | | CVX | | New York Stock Exchange |
| | | | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 2.02 Results of Operations and Financial Condition
On January 27, 2023, Chevron Corporation (the “Company”) issued a news release announcing unaudited fourth quarter 2022 earnings of $6.4 billion. The news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 8.01 Other Events
On January 25, 2023, the Board of Directors authorized the repurchase of the Company’s shares of common stock in an aggregate amount of $75 billion. The $75 billion authorization takes effect on April 1, 2023, and does not have a fixed expiration date. It replaces the Board’s previous repurchase authorization of $25 billion from January 2019, which will terminate on March 31, 2023, after the completion of the Company’s repurchases in the first quarter 2023. Repurchases of shares of the Company’s common stock may be made from time to time in the open market, by block purchases, in privately negotiated transactions or in such other manner as determined by the Company. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 27, 2023
| | | | | | | | |
| | |
| CHEVRON CORPORATION | |
| | |
| By | /s/ David A. Inchausti | |
| David A. Inchausti | |
| Vice President and Controller | |
| (Principal Accounting Officer and | |
| Duly Authorized Officer) | |
