SANFORD J. LEWIS, ATTORNEY Via electronic mail February 18, 2020 Office of Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Chevron Corporation Stockholder Proposal of Park Foundation et al. Securities Exchange Act of 1934—Rule 14a-8 Ladies and Gentlemen: The Park Foundation, Baughn Priester Trust UAD 09/22/97, and Musy Enlightenment Trust U/A DTD 10/30/2008, First Affirmative on behalf of Marcella C. Calabi, Adrian Dominican Sisters, BonSecours Mercy Health, Congregation of St. Joseph, Dignity Health, Felician Sisters, Providence St. Joseph Health, Sisters of the Holy Names of Jesus and Mary, The Episcopal Church, Benedictine Sisters of Cullman Alabama, and Presbyterian Church (the “Proponents”) are beneficial owners of common stock of Chevron Corporation (the “Company”) and have submitted a shareholder proposal (the “Proposal”) to the Company. I have been asked by the Proponents to respond to the letter dated January 17, 2020 ("Company Letter") sent to the Securities and Exchange Commission by Elizabeth A. Ising, Gibson Dunn & Crutcher LLP. In that letter, the Company contends that the Proposal may be excluded from the Company’s 2020 proxy statement. I have reviewed the Proposal, as well as the letter sent by the Company, and based upon the foregoing, as well as the relevant rules, the Proposal must be included in the Company’s 2020 proxy materials and is not excludable under Rule 14a-8. A copy of this letter is being emailed concurrently to Elizabeth Ising. SUMMARY The essential objective of the Proposal is to understand “if, and how,” Chevron plans to align its total carbon emissions with the Paris Agreement’s goal of maintaining global temperatures well below 2 degrees Celsius (Paris Goal). The Company Letter asserts that the Proposal is substantially implemented by the Company’s existing disclosures. However, the Company’s existing reporting neither meets nor approximates the essential purpose or guidelines of the proposal. Both the essential purpose and the guidelines of the Proposal are clearly delineated. The Resolved clause asks “if and how” the Company plans to: 1) reduce its full carbon contribution and 2) align its operations and investments with the Paris Agreement’s goal of maintaining global temperature rise well below 2 degrees Celsius. The Whereas clauses provide guidelines PO Box 231 Amherst, MA 01004-0231 • [email protected] 413 549-7333 ph. Office of Chief Counsel February 18, 2020 Page 2 of 13 for assessing such alignment. First, the Proposal explains that the Intergovernmental Panel on Climate Change (IPCC) has defined the global emissions reductions necessary to achieve well below 2 degrees Celsius as – net zero emissions reductions by 2050. The text of the whereas clauses of the Proposal describes “Criteria for alignment” including: disclosure of Scope 1 through 3 emissions, demonstrating whether a company is reducing its total contribution to climate change; adoption of a net zero by 2050 or equivalent target, to demonstrate intent; a business plan for becoming Paris Aligned to show the rate and scope of proposed emission reductions over a given timeframe; and a declining carbon footprint, as opposed to growth in emissions, to demonstrate forward progress. While not all guidelines must necessarily be met, it is the Company’s burden to demonstrate that the essential objective is met. The Company has the burden of demonstrating the availability of the exemptions. See 17 C.F.R. § 240.14a-8(g). The information requested in the Proposal is critical to shareowners concerned about climate change and its impacts to the global economy. Providing the information requested in the Proposal will enable investors to readily and comparably distinguish those companies that are in alignment with the global Paris goal from those that are not, informing their investment decisions. The simple “if and how” formulation of the Proposal, also filed at a number of other oil and gas companies, represents a private ordering effort to assist shareowners throughout the economy in making informed choices about the companies in which they invest, and to help them to shape portfolio strategy in line with the Paris goal. The question of “if” essentially necessitates a yes or no answer -- does the company anticipate that it will align or not? The Company’s disclosures nowhere state an intent to align with the goal. Nor does it clearly state that it does not intend to do so. Instead, the Company’s existing reporting is confusingly peppered with mentions of the Paris Agreement while describing planned activities and risk assessments indicating more divergence with the Paris goal (perpetuating oil and gas sales) than fulfillment. The Company’s report states that its actions are “in line” with the Paris Agreement in that they do reduce greenhouse gas emissions, but does not say that these reductions are intended to align with the Paris goal, i.e., will reduce emissions at the rate and scale necessary to achieve alignment with a below 2 degree outcome. The Company cannot have it both ways. If the Company does not intend to align its greenhouse gas reductions at a rate and scale that aligns with the Paris goal, it should simply tell investors. Having not answered the “if” question, the Company also does not disclose the “how.” Global temperatures cannot be maintained well below 2 degrees if every company’s planned greenhouse gas emission reductions are in the single digits across a five year timeframe, with no clear strategies or policies for significantly adopting more dramatic reductions later. Chevron only discloses an intent to reduce Scope 1 and 2 operational emissions, which at most comprise 13% of the Company’s total climate contribution if every operational emission was taken to zero. It does not offer a plan to achieve net zero emissions by 2050 or any date. Finally, it reserves the right to increase its production, which would mean increased, not declining emissions over time. Office of Chief Counsel February 18, 2020 Page 3 of 13 In sum, the Company’s current disclosures of climate measures and company risk analyses do not respond to the Proposal’s question of if and how the Company intends to become Paris aligned to reduce risk to the global climate. The Company can satisfy the Proposal by answering “no, it does not intend to align” for various reasons. But it cannot substantially implement the proposal by obfuscating the issue by referring to the Paris Agreement while not clearly defining if and how it plans to align with the Paris goal. Current disclosures do not answer the Proposal's essential purpose and questions. Therefore the Proposal is not substantially implemented. THE PROPOSAL RESOLVED: Shareholders request that Chevron issue a report (at reasonable cost, omitting proprietary information) describing if, and how, it plans to reduce its total contribution to climate change and align its operations and investments with the Paris Agreement’s goal of maintaining global temperature rise well below 2 degrees Celsius. SUPPORTING STATEMENT: Shareholders seek information, at board and management discretion, on the relative benefits and drawbacks of integrating the following actions: • • Adopting greenhouse gas emission reduction targets for the company's full carbon footprint, inclusive of product-related emissions; • • Developing long term business plans to align company’s full carbon footprint with Paris goals; • • Reducing non-Paris aligned capital investments in fossil fuel development; • • Investing at scale in renewable energy or other carbon reduction measures. WHEREAS: The Intergovernmental Panel on Climate Change warns that global warming above 1.5 degrees Celsius will create catastrophic impacts. Specifically, it instructs that global emissions of carbon dioxide must reach "net zero" by 2050. If warming is kept to 1.5 degrees Celsius versus 2 degrees, studies point to estimated savings of $20 trillion to the global economy by 2100. The energy industry is one of the largest contributors to climate change and Chevron is the second largest global emitter in the sector.1 Chevron’s investment choices matter. Every dollar invested in fossil fuel resources increases risk to the economy and investor portfolios. Investors recognize this growing risk. Norway’s sovereign wealth fund announced divestment from oil and gas exploration and production companies. The European Investment Bank and the World Bank announced they will cease funding fossil fuel projects. Other investors are seeking Paris Alignment from large emitters.2 Criteria for alignment include: disclosure of Scope 1 through 3 emissions; adoption of a net zero by 2050 or equivalent target; a business plan for 1 https://www.theguardian.com/environment/2019/oct/09/revealed-20-firms-third-carbon-emissions 2 https://climateaction100.wordpress.com/faq/ Office of Chief Counsel February 18, 2020 Page 4 of 13 becoming Paris Aligned; and a declining carbon footprint. Peer oil and gas companies are taking steps toward alignment with Paris goals. Shell announced Scope 3 greenhouse gas intensity reduction ambitions and has decreased reserves life below the industry standard.3 Total has invested substantially in renewable energy and storage. Equinor is diversifying into renewables. Orsted, previously an oil and gas company, sold its fossil fuel portfolio. Repsol announced a net zero by 2050 target and will write down billions in unaligned assets.4 In contrast, while acknowledging