We conduct our Chemicals business through a 50 percent equity investment in Chevron Phillips Chemical Company LLC (CPChem), a joint venture with Chevron U.S.A. Inc., a wholly-owned subsidiary of Chevron Corporation. CPChem is one of the world’s top producers of olefins and polyolefins, and a leading supplier of aromatics and styrenics.

2011 Accomplishments

• Maintained top-tier safety performance by participating in Occupational Safety Health Administration (OSHA) Voluntary Protection Program (VPP). Currently 17 of 20 eligible sites are VPP-certified.
• Completed construction of the Saudi Polymers Company (SPCo) petrochemical project in Al Jubail, Saudi Arabia, a 35-percent-owned joint venture project expected to initiate commercial production in 2012.
• Chevron Phillips Chemical International NV, a wholly-owned subsidiary of CPChem, successfully completed the acquisition of a polyalphaolefin (PAO) plant located in Beringen, Belgium.
• Announced plans to build a world-scale ethane cracker and two polyethylene facilities. The proposed ethane cracker will be built at the company’s Cedar Bayou facility in Baytown, Texas, with an anticipated startup in 2017.
• Advanced plans for the construction of a world-scale 1-hexene plant at the company’s Cedar Bayou chemical complex in Baytown, Texas, with anticipated startup in 2014.
• Recognized as Chemical Company of the Year by ICIS Chemical Business Magazine for overall financial performance.

Profile

Now in its 12th year of operations, CPChem had approximately 4,700 employees worldwide and approximately $8.6 billion in assets as of Dec. 31, 2011.

Headquartered in Texas, CPChem’s business is structured around two primary operating segments: Olefins & Polyolefins (O&P) and Specialties, Aromatics & Styrenics (SA&S). The O&P segment produces and markets ethylene, propylene and other olefins products. The majority of the ethylene is consumed within the O&P segment for the production of polyethylene, normal alpha olefins and polyethylene pipe. The SA&S segment manufactures and markets aromatics products, such as benzene, styrene, paraxylene and cyclohexane, as well as polystyrene and styrene-butadiene copolymers. SA&S also manufactures and markets a variety of specialty chemical products including organosulfur chemicals, solvents, drilling chemicals, mining chemicals and high-performance engineering plastics and compounds.

CPChem is:

• North America’s largest producer of high-density polyethylene (HDPE) and fourth largest in the world.
• Fourth-largest ethylene producer in North America.
• Second-largest cyclohexane producer and largest cyclohexane marketer in the world.
• North America’s largest polyethylene pressure pipe producer.
• Second-largest alpha olefins producer in the world.

CPChem’s primary brands include:

• K-Resin^® styrene-butadiene copolymer (SBC), the number one brand of SBC in the world.
• Marlex^® polyethylene, a premium extrusion and rigid packaging resin.
• MarFlex^® polyethylene, a superior flexible packaging resin.
• Ryton^® polyphenylene sulfide (PPS), a high-performance engineering polymer known for dimensional stability and resistance to corrosive and high-temperature environments.
• Soltex^® drilling mud additive, a high-temperature/high-pressure fluid loss control additive for water-based muds.
• TrackTek™ Racing Fuels, specifically designed for use in high-performance engines.
• Scentinel^® Gas Odorants which are added to natural gas to give it a distinctive smell, a vital safety measure.

CPChem, through its subsidiaries and equity affiliates, has 38 manufacturing facilities located in Belgium, China, Colombia, Qatar, Saudi Arabia, Singapore, South Korea and the United States. In addition, CPChem has four research, technology and quality control centers worldwide. These facilities provide full-scale petrochemical and polymer research including new catalyst development, product and process development, and commercial process support. CPChem employs more than 280 scientists, researchers and engineers in its research facilities.

CPChem’s state-of-the-art plastics technical centers are equipped with the latest processing and testing technology for the molding and extruding of polymer and copolymer resins.

CPChem’s loop slurry process for HDPE production is one of the most widely licensed processes in the world, with more than 80 commercial reactor facilities utilizing this technology. Another technological achievement is Aromax^® technology, the lowest-cost process for on-purpose production of benzene.

Other technological achievements and proprietary technology include: On-purpose 1-hexene technology, normal alpha olefin production technology, Ryton PPS generation V process, tapering technology for K-Resin SBC, methyl mercaptan process and technology, first and second generation functional drilling fluids, and polyalphaolefin stability and low temperature performance enhancements.

Key Projects

In December 2011, CPChem announced plans to pursue a project to construct a world-scale ethane cracker and two polyethylene facilities in the U.S. Gulf Coast region (USGC). The project would leverage the development of significant shale gas resources in the United States. CPChem’s Cedar Bayou facility in Baytown, Texas, would be the location of the 3.3 billion-pounds-per-year ethylene unit. The two polyethylene facilities, each with an annual capacity of 1.1 billion pounds, would be located at either the Cedar Bayou facility or near CPChem’s Sweeny facility in Old Ocean, Texas. Further evaluation will occur during 2012, with a final investment decision expected in 2013. The estimated completion date for the USGC petrochemicals project is 2017.

In April 2012, CPChem announced it will build the world’s largest on-purpose 1-hexene plant, capable of producing up to 250,000 tonnes per annum (551 MMLB/Y) at its Cedar Bayou chemical complex in Baytown, Texas. Construction is targeted to commence in the first half of 2012, and the project is anticipated to start up during the first quarter of 2014. Upon completion, the new plant would be the third such plant to utilize CPChem’s proprietary selective 1-hexene technology, which produces co-monomer-grade 1-hexene from ethylene with exceptional product purity. 1-hexene is a critical component used in the manufacture of polyethylene, a plastic resin commonly converted into film, plastic pipe, milk jugs, detergent bottles, and food and beverage containers. The proven technology is successfully used at the Q-Chem facility in Mesaieed, Qatar, and will also be utilized at the SPCo Plant in Saudi Arabia.

Saudi Chevron Phillips Company and Jubail Chevron Phillips Company

Saudi Chevron Phillips Company (SCP) is a 50-percent-owned joint venture of CPChem that owns and operates an aromatics complex at Jubail Industrial City, Saudi Arabia. Jubail Chevron Phillips Company (JCP), another 50-percent-owned joint venture of CPChem, owns and operates an integrated styrene facility adjacent to the SCP aromatics complex. SCP and JCP are collectively known as S-Chem.

Saudi Polymers Company

In December 2011, SPCo, a 35-percent-owned joint venture company of CPChem, completed the construction of an integrated petrochemicals complex at Jubail Industrial City, Saudi Arabia. Commercial production is expected in 2012.

The integrated SPCo petrochemicals complex includes world-class operating units that are capable of producing ethylene (1,165 MTPA), propylene (430 MTPA), polyethylene (1,100 MTPA), polypropylene (400 MTPA), polystyrene (200 MTPA) and 1-hexene (100 MTPA). In addition to direct sales in the local Saudi market, the company will serve world markets outside the Kingdom of Saudi Arabia through its exclusive distributor, Gulf Polymers Distribution Company, utilizing CPChem's global marketing network.

SPCo, which began construction in 2008, has created approximately 950 jobs, with a high percentage occupied by Saudi nationals.

SPCo is a limited liability company incorporated in the Kingdom of Saudi Arabia that is owned 65 percent by National Petrochemical Company (Petrochem), a joint-stock company incorporated in the Kingdom of Saudi Arabia, and 35 percent by Arabian Chevron Phillips Petrochemical Company (ACP), a wholly-owned subsidiary of CPChem.

Nylon 6,6 Manufacturing Plant and Polymer Conversion Facilities

In 2011, CPChem received funding approvals for its Nylon 6,6 Manufacturing Plant and Polymer Conversion Facilities, to be located in Jubail Industrial City II in the Kingdom of Saudi Arabia. The plant will be built using state-of-the-art technology licensed from a major producer of nylon 6,6. The polymer conversion projects include a nylon 6,6 compounding plant and facilities to produce highperformance polyethylene pipe, drip irrigation products, medical disposables, complex caps and closures, pharmaceutical packaging productions, electrical fittings and automotive parts. Contracts also were awarded for constructing the nylon processing units as modules offshore, for site development, and for buildings construction and equipment installation.

Qatar Chemical Company Ltd., Qatar Chemical Company II Ltd. and Ras Laffan Olefins Company

CPChem owns a 49 percent interest in Qatar Chemical Company Ltd. (Q-Chem), a joint venture that owns a major olefins and polyolefins complex in Mesaieed, Qatar. CPChem also owns a 49 percent interest in Qatar Chemical Company II Ltd. (Q-Chem II), a second joint venture complex in Mesaieed. The Q-Chem II facility produces polyethylene and normal alpha olefins (NAO) on a site adjacent to the Q-Chem complex. In connection with this project, an ethane cracker that provides ethylene feedstock via pipeline to the Q-Chem II plants was developed in Ras Laffan Industrial City, Qatar. The ethane cracker and pipeline are owned by Ras Laffan Olefins Company, a joint venture of Q-Chem II and Qatofin Company Limited. Collectively, Q-Chem II consists of its interest in the ethane cracker and pipeline and the polyethylene and NAO plants. Operational startup of Q-Chem II occurred in 2010.