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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

        AND RESULTS OF OPERATIONS


        KEY FINANCIAL RESULTS                                  Merger Transaction” section on page 31. Other special items are discussed
                                                               in detail for each major operating area in the “Results of Operations” section
         Millions of dollars, except per-share amounts  2002  2001  2000  beginning on page 33.
         Net Income                    $1,132   $3,288  $7,727
         Per Share:                                            BUSINESS ENVIRONMENT AND OUTLOOK
         Net Income - Basic             $1.07   $3.10    $7.23
         Net income - Diluted           $1.07   $3.09    $7.21
         Dividends*                     $2.80   $2.65    $2.60  As shown in the “Special Items” table, large special-item charges adversely
         Sales and Other Operating Revenues   $98,691  $104,409  $117,095  affected net income in 2002 and 2001. In 2002, $2.3 billion of the $3.3
         Return on:                                            billion of net charges related to the company’s investment in its Dynegy
         Average Capital Employed      3.20%    7.80%   17.30%  Inc. affiliate. Refer to pages 36 and 37 for discussion of these matters.
         Average Stockholders’ Equity   3.50%   9.80%   24.50%  Approximately one half of the $3.5 billion of net charges in 2001 related to
         *Chevron Corporation dividend pre-merger.
                                                               asset impairments, primarily the result of downward revisions to crude oil
                                                               and natural gas reserve quantities. These items are discussed in the U.S.
        NET INCOME (LOSS) BY MAJOR OPERATING AREA              and international exploration and production analyses of segment income
                                                               beginning on page 33. Other major charges against earnings in 2002 and
        A summary of the company’s net income by major operating area follows:  2001 related to the Texaco merger transaction, which is discussed on page

         Millions of dollars             2002    2001    2000  31.
         Exploration and Production                            Apart from the effects of special items, ChevronTexaco’s earnings depend
         United States :               $1,717  $1,779  $3,453  largely on the profitability of its upstream – exploration and production – and
         International                  2,839   2,533    3,702  downstream – refining, marketing and transportation – businesses. Overall
         Total Exploration and Production  4,556  4,312  7,155  earnings trends are typically less affected by results from the company’s
         Refining, Marketing and Transportation                commodity  chemicals  sector  and  investments  in  other  businesses.  Key
         United States                   (398)  1,254     721  components of the company’s competitive position, particularly given the
         International                    31      560     414  capital-intensive infrastructure and the commodity based nature of many
         Total Refining, Marketing                             of its products, are the ability to invest capital in projects that provide
         and Transportation              (367)  1814     1135  adequate financial returns and managing operating expenses successfully.
         Chemicals                        86     (128)     40
         All Other                     (3,143)  (2,710)  (603)  The company also continuously evaluates opportunities to acquire assets
         Net Income*                   $1,132  $3,288  $7,727  or operations complementary to its asset base to help sustain the company’s
         * Includes Foreign Currency (Losses) Gains:  ($43)  $191  $182  growth. During 2003, the company intends to evaluate and determine which
                                                               assets in its overall post-merger portfolio are key to providing long-term
         Net income in each period presented includes amounts for matters  value. Accordingly, certain asset dispositions may result.
         that management characterizes  as “special items” as described
         in the able below.                                    Comments related to earnings trends for the company’s major business

        SPECIAL ITEMS                                          areas are as follows: Upstream Year-to-year changes in exploration and
                                                               production earnings align most closely with industry price levels for crude
         Millions of dollars           2002     2001     2000  oil and natural gas. Crude oil and natural gas prices are subject to certain
         Asset Write-Offs and Revaluations   ($2,642)  ($1,709)  ($301)  external factors, over which the company has no control, including product
         Asset Dispositions, Net       (149)     49        72  demand connected with global economic conditions, industry inventory
         Prior-Year Tax Adjustments     60       (5)     107   levels, weather-related damages and disruptions, competing fuel prices,
         Environmental Remediation                             and the regional supply interruptions that may be caused by military
         Provisions, Net               (160)     (78)    (264)  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,
         Merger-related Expenses       (386)  (1,136)       -  including the company’s ability to find or acquire reserves and efficiently
         Extraordinary Loss from           -    (643)       -  produce them.
         Merger-Related Asset Sales
         Other, Net                     (57)       -       8   Average worldwide industry prices for crude oil in 2002 were little changed
         Total Special Items          (3,334)  ($3,522)  ($378)  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
         Because of their nature and sufficiently large amounts, the special items in  decline in the company’s U.S. segment income between periods. Segment
         the table above are identified separately to help explain the changes in net  income in 2002 for international operations reflected relatively little change
         income and segment income between periods as well as to help distinguish  in prices for both crude oil and natural gas.
         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
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