Bond Chevrol 2.978% ( US166764BZ29 ) in USD

Chevrol

73.98 % ▼

United States

US166764BZ29 ( in USD )

2.978% per year ( payment 2 times a year)

10/05/2040

Prospectus brochure of the bond Chevron US166764BZ29 en USD 2.978%, maturity 10/05/2040

2 000 USD

500 000 000 USD

166764BZ2

AA- ( High grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

11/11/2025 ( In 130 days )

Chevron Corporation is an American multinational energy corporation engaged in exploration and production, refining, transportation, and marketing of petroleum and petrochemical products.

The Bond issued by Chevrol ( United States ) , in USD, with the ISIN code US166764BZ29, pays a coupon of 2.978% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/05/2040

The Bond issued by Chevrol ( United States ) , in USD, with the ISIN code US166764BZ29, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Chevrol ( United States ) , in USD, with the ISIN code US166764BZ29, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d925941d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-224637
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)
Floating Rate Notes due 2023

$300,000,000

$38,940
1.441% Notes due 2023

$1,200,000,000

$155,760
1.554% Notes due 2025

$2,500,000,000

$324,500
1.995% Notes due 2027

$1,000,000,000

$129,800
2.236% Notes due 2030

$1,500,000,000

$194,700
2.978% Notes due 2040

$500,000,000

$64,900
3.078% Notes due 2050

$1,000,000,000

$129,800
TOTAL

$8,000,000,000

$1,038,400

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 3, 2018
$8,000,000,000

Chevron Corporation
$1,200,000,000 1.141% Notes Due 2023
$300,000,000 Floating Rate Notes Due 2023
$2,500,000,000 1.554% Notes Due 2025
$1,000,000,000 1.995% Notes Due 2027
$1,500,000,000 2.236% Notes Due 2030
$500,000,000 2.978% Notes Due 2040
$1,000,000,000 3.078% Notes Due 2050
We are offering $1,500,000,000 aggregate principal amount of our notes due 2023 (the "2023 notes"), $2,500,000,000 aggregate principal amount of our notes due 2025 (the
"2025 notes"), $1,000,000,000 aggregate principal amount of our notes due 2027 (the "2027 notes"), $1,500,000,000 aggregate principal amount of our notes due 2030 (the "2030
notes"), $500,000,000 aggregate principal amount of our notes due 2040 (the "2040 notes"), and $1,000,000,000 aggregate principal amount of our notes due 2050 (the "2050
notes").
We will issue the 2023 notes in two series, one with a fixed interest rate and one with a floating interest rate. We will issue the 2025 notes in a single series with a fixed
interest rate. We will issue the 2027 notes in a single series with a fixed interest rate. We will issue the 2030 notes in a single series with a fixed interest rate. We will issue the
2040 notes in a single series with a fixed interest rate. We will issue the 2050 notes in a single series with a fixed interest rate. We refer to the 2023 fixed rate notes, the 2025 notes,
the 2027 notes, the 2030 notes, the 2040 notes, and the 2050 notes collectively as the "fixed rate notes," and the 2023 floating rate notes, as the "floating rate notes." We refer to the
fixed rate notes and the floating rate notes collectively as the "notes."
The 2023 notes will mature on May 11, 2023, the 2025 notes will mature on May 11, 2025, the 2027 notes will mature on May 11, 2027, the 2030 notes will mature on
May 11, 2030, the 2040 notes will mature on May 11, 2040, and the 2050 notes will mature on May 11, 2050. Chevron Corporation ("Chevron") will pay interest on the 2023 fixed
rate notes, the 2025 notes, the 2027 notes, the 2030 notes, the 2040 notes, and the 2050 notes on May 11 and November 11 of each year starting on November 11, 2020, and interest
on the floating rate notes, on February 11, May 11, August 11 and November 11 of each year starting on August 11, 2020. The floating rate notes will bear interest at a floating rate
equal to three-month LIBOR plus 0.90%, subject to the provisions set forth under "Description of the Notes--Interest--Floating Rate Notes"; provided, however, that the minimum
interest rate on the floating rate notes shall not be less than 0.000%. Chevron will have the right to redeem the fixed rate notes in whole or in part at any time prior to maturity at
the redemption prices described in this prospectus supplement. The floating rate notes will not be redeemable prior to maturity.

https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2
Price to
Underwriting
Proceeds Before

Public(1)

Discount

Expenses to Chevron
Per 2023 Fixed Rate Note

100.000%

0.140%

99.860%
Total

$1,200,000,000
$
1,680,000
$
1,198,320,000
Per 2023 Floating Rate Note

100.000%

0.140%

99.860%
Total

$ 300,000,000
$
420,000
$
299,580,000
Per 2025 Note

100.000%

0.150%

99.850%
Total

$2,500,000,000
$
3,750,000,
$
2,496,250,000
Per 2027 Note

100.000%

0.170%

99.830%
Total

$1,000,000,000
$
1,700,000
$
998,300,000
Per 2030 Note

100.000%

0.200%

99.800%
Total

$1,500,000,000
$
3,000,000
$
1,497,000,000
Per 2040 Note

100.000%

0.300%

99.700%
Total

$ 500,000,000
$
1,500,000
$
498,500,000
Per 2050 Note

100.000%

0.425%

99.575%
Total

$1,000,000,000
$
4,250,000
$
995,750,000

(1)
Plus accrued interest, if any, from May 11, 2020.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this
prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in the notes involves risks. See "Item 1A. Risk Factors" in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on
February 21, 2020, which is incorporated by reference herein, "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,
which is incorporated by reference herein, and the "Risk Factors" section on page S-3 for a discussion of factors you should consider carefully before investing in the
notes.
The underwriters have agreed to purchase each series of notes on a firm commitment basis. It is expected that delivery of each series of notes will be made through the
facilities of The Depository Trust Company, including its participants Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V., as operator of the Euroclear System,
against payment in New York, New York on or about May 11, 2020.

Joint Book-Running Managers

J.P. MORGAN

BARCLAYS

BofA SECURITIES

CITIGROUP

MUFG

Co-Managers

BNP PARIBAS

GOLDMAN SACHS & CO. LLC

HSBC
SOCIETE GENERALE

WELLS FARGO SECURITIES

MIZUHO SECURITIES

SMBC NIKKO

STANDARD CHARTERED BANK
The date of this prospectus supplement is May 7, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Chevron Corporation
S-1
Information Incorporated by Reference
S-1
Where You Can Find More Information
S-2
Risk Factors
S-3
Use of Proceeds
S-6
Cautionary Statement Relevant to Forward-Looking Information for the Purpose of "Safe Harbor" Provisions of the Private Securities Litigation
Reform Act of 1995
S-7
Description of the Notes
S-9
Certain United States Federal Tax Considerations
S-21
Underwriting
S-25
Legal Opinions
S-31
Experts
S-31
Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

1
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2
Information Incorporated by Reference

1
Chevron Corporation

2
Use of Proceeds

2
Cautionary Statement Relevant to Forward-Looking Information

2
Description of the Debt Securities

3
Plan of Distribution

12
Legal Matters

12
Experts

12
We are responsible for the information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Chevron has not, and the
underwriters have not, authorized anyone to provide you with different information. The information contained or incorporated by reference in
this prospectus supplement and the accompanying prospectus is current only as to the date appearing at the bottom of the cover of those
respective documents.
The notes are being offered globally for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to make
such offers. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in some jurisdictions
may be restricted by law. If you possess this prospectus supplement and the accompanying prospectus, you should find out about and observe
these restrictions. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified
to do so or to any person to whom it is not permitted to make such offer or sale. See "Underwriting" commencing on page S-25 of this prospectus
supplement for more information.

S-i
Table of Contents
CHEVRON CORPORATION
Chevron Corporation, a Delaware corporation, manages its investments in subsidiaries and affiliates and provides administrative, financial,
management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations. Upstream operations
consist primarily of exploring for, developing and producing crude oil and natural gas; processing, liquefaction, transportation and regasification associated
with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; and a
gas-to-liquids plant. Downstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil and refined products;
transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity
petrochemicals, plastics for industrial uses and fuel and lubricant additives.
Chevron's executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583 (telephone: (925) 842-1000).
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows Chevron to "incorporate by reference" into this prospectus supplement and the accompanying
prospectus the information in documents that Chevron files with it. This means that Chevron can disclose important information to you by referring you to
other documents which it has filed separately with the Commission. The information incorporated by reference is an important part of this prospectus
supplement and the accompanying prospectus, and the information that Chevron files with the Commission after the date hereof will automatically update
and may supersede this information. Chevron incorporates by reference the documents listed below and any future filings which Chevron makes with the
Commission under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until the termination of the offering of securities
by this prospectus supplement and the accompanying prospectus; provided, however, that Chevron is not incorporating, in each case, any documents or
information deemed to have been furnished and not filed in accordance with SEC rules.

·
Chevron's Annual Report on Form 10-K for the year ended December 31, 2019.

·
Chevron's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020;

·
The information contained in Chevron's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on

April 7, 2020 and incorporated into Part III of Chevron's Annual Report on Form 10-K for the year ended December 31, 2019, as
supplemented.

·
Chevron's Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 3, 2020, February 3, 2020, and

March 24, 2020 (expressly excluding the information furnished under Item 7.01).
Upon written or oral request, Chevron will provide, without charge, to each person to whom a copy of this prospectus supplement and the
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2
accompanying prospectus has been delivered, a copy of any or all of the documents described above which have been or may be incorporated by reference
in this prospectus supplement and the accompanying prospectus but not delivered with this prospectus supplement and the accompanying prospectus.
Requests for copies should be directed to:
Chevron Corporation
6001 Bollinger Canyon Rd., Building A
San Ramon, California 94583
Attention: Corporate Finance
Telephone: (925) 842-8049

S-1
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
Chevron is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements, and other information with the Securities and Exchange Commission. Chevron's filings are available to the public from commercial
document retrieval services and at the Internet web site maintained by the Commission at www.sec.gov. Chevron is not required to, and does not, provide
annual reports to holders of its debt securities unless specifically requested to do so.
Chevron has filed a registration statement on Form S-3 with the Commission under the Securities Act of 1933, as amended, relating to the securities
offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of
the information set forth in the registration statement. Some information has been omitted in accordance with the rules and regulations of the Commission.
For further information, please refer to the registration statement and the exhibits and schedules filed with it.

S-2
Table of Contents
RISK FACTORS
Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully consider the risks described under "Item
1A. Risk Factors" in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on February 21, 2020, which is
incorporated by reference herein, "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC
on May 6, 2020, which is incorporated by reference herein, as well as the risks set forth below.
The risk factors included in or incorporated by reference into this prospectus supplement and the accompanying prospectus, including those risk
factors in respect of oil supply and demand and public health, encompass, among other things, current market conditions of production oversupply as well
as demand reduction due to the novel coronavirus (COVID-19) pandemic which has led to a significant decrease in oil prices. Impacts of the COVID-19
pandemic and geopolitical factors have resulted in a significant decrease in demand for our products and caused a precipitous drop in commodity prices,
which has had and is expected to continue to have an adverse, and potentially material adverse, effect on our future financial and operating results.
Extended periods of low prices for crude oil are expected to have a material adverse effect on our results of operations, financial condition and liquidity.
Among other things, our earnings, cash flows, and capital and exploratory expenditure programs are expected to be negatively affected, as are our
production volumes and proved reserves. As a result, the value of our assets may also become impaired in future periods. In light of the significant
uncertainty around the duration and extent of the impact of the COVID-19 pandemic, management is currently unable to develop with any level of
confidence estimates and assumptions that may have a material impact on the company's consolidated financial statements and financial or operational
performance in any given period. In addition, the unprecedented nature of such market conditions could cause current management estimates and
assumptions to be challenged in hindsight. Any such material adverse change on our results of operations, financial condition or liquidity or impairment of
the value of our assets could also result in negative impacts on our credit ratings which will generally have a negative impact on the market value of the
notes. There continues to be uncertainty and unpredictability around the impact of the COVID-19 pandemic on our financial and operating results in future
periods. The extent to which the COVID-19 pandemic adversely impacts our future financial and operating results, and for what duration and magnitude,
depends on several factors that are continuing to evolve, are difficult to predict and, in many instances, are beyond the company's control. For additional
information, see Note 1 to our Consolidated Financial Statements and Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020, incorporated by reference into this prospectus supplement.
Uncertainty relating to the calculation of LIBOR and other reference rates and their potential discontinuance may materially adversely affect the
value of the floating rate notes.
National and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices which are deemed
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2
to be "reference rates." Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain reference rates are
determined, their discontinuance, or the establishment of alternative reference rates. In particular, on July 27, 2017, the Chief Executive of the U.K.
Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for
the calculation of LIBOR after 2021. Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed
after 2021. Notwithstanding the foregoing, it appears highly likely that LIBOR will be discontinued or modified by 2021, which is prior to the maturity
date of the floating rate notes.
At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR or any other
reference rate, or the establishment of alternative reference rates may have on LIBOR, other benchmarks or floating rate debt securities, including the
floating rate notes. The market price of our floating rate notes, in particular, will be influenced by the three-month LIBOR rate, volatility in such rate and
events that affect LIBOR rates generally. Uncertainty as to the nature of such potential discontinuance,

S-3
Table of Contents
modification, alternative reference rates or other reforms may materially adversely affect the trading market for securities linked to such benchmarks,
including the floating rate notes. Furthermore, the use of alternative reference rates or other reforms could cause the interest rate calculated for the floating
rate notes to be materially different than expected.
If it is determined that LIBOR has been discontinued and an alternative reference rate for three-month LIBOR is used as described in "Description of
Notes--Interest--Floating Rate Notes", Chevron (or our designee, which may be the calculation agent (only if the calculation agent is not Deutsche Bank
Trust Company Americas), a successor calculation agent, or other designee of ours (any of such entities, a "Designee")) may make certain adjustments to
such rate, including applying a spread thereon or with respect to the business day convention, interest determination dates and related provisions and
definitions, to make such alternative reference rate comparable to three-month LIBOR, in a manner that is consistent with industry-accepted practices or
applicable regulatory or legislative actions or guidance for such alternative reference rate. See "Description of Notes--Interest--Floating Rate Notes". Any
of the specified methods of determining floating rate alternative reference rates or the permitted adjustments to such rates may result in interest payments
on your floating rate notes that are lower than or that do not otherwise correlate over time with the payments that would have been made on the floating
rate notes if published LIBOR continued to be available. Other floating rate debt securities issued by other issuers, by comparison, may be subject in
similar circumstances to different procedures for the establishment of alternative reference rates. Any of the foregoing may have a material adverse effect
on the amount of interest payable on your floating rate notes, or the market liquidity and market value of your floating rate notes.
Interest on the floating rate notes will be calculated using a Benchmark Replacement selected by Chevron or our Designee if a Benchmark
Transition Event occurs.
As described in detail in the section "Description of Notes--Interest--Floating Rate Notes--Effect of Benchmark Transition Event" (the
"benchmark transition provisions"), if during the term of the floating rate notes, Chevron (or our Designee) determines that a Benchmark Transition Event
and its related Benchmark Replacement Date have occurred with respect to LIBOR, Chevron (or our Designee) in its sole discretion will select a
Benchmark Replacement as the base rate in accordance with the benchmark transition provisions. The Benchmark Replacement will include a spread
adjustment, and technical, administrative or operational changes described in the benchmark transition provisions may be made to the interest rate
determination if Chevron (or our Designee) determines in its sole discretion they are required.
The interests of Chevron (or our Designee) in making the determinations described above may be adverse to your interests as a holder of the floating
rate notes. The selection of a Benchmark Replacement, and any decisions made by Chevron (or our Designee) in connection with implementing a
Benchmark Replacement with respect to the floating rate notes, could result in adverse consequences to the applicable interest rate on the floating rate
notes, which could adversely affect the return on, value of and market for such securities. Further, there is no assurance that the characteristics of any
Benchmark Replacement will be similar to LIBOR or that any Benchmark Replacement will produce the economic equivalent of LIBOR.
The Secured Overnight Financing Rate ("SOFR") is a relatively new market index and as the related market continues to develop, there may be
an adverse effect on the return on or value of the floating rate notes.
If a Benchmark Transition Event and its related Benchmark Replacement Date occur, then the rate of interest on the floating rate notes will be
determined using SOFR (unless a Benchmark Transition Event and its related Benchmark Replacement Date also occur with respect to the Benchmark
Replacements that are linked to SOFR, in which case the rate of interest will be based on the next-available Benchmark Replacement). In the following
discussion of SOFR, when we refer to SOFR-linked notes or debt securities, we mean the floating rate notes at any time when the rate of interest on those
notes or debt securities is or will be determined based on SOFR.

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2
The Benchmark Replacements specified in the benchmark transition provisions include Term SOFR, a forward-looking term rate which will be
based on SOFR. Term SOFR is currently being developed under the sponsorship of the Federal Reserve Bank of New York (the "NY Federal Reserve"),
and there is no assurance that the development of Term SOFR will be completed. If a Benchmark Transition Event and its related Benchmark Replacement
Date occur with respect to LIBOR and, at that time, a form of Term SOFR has not been selected or recommended by the Federal Reserve Board, the NY
Federal Reserve, a committee thereof or successor thereto, then the next-available Benchmark Replacement under the benchmark transition provisions will
be used to determine the amount of interest payable on the floating rate notes for the next applicable interest period and all subsequent interest periods
(unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to that next-available Benchmark Replacement).
These replacement rates and adjustments may be selected or formulated by (i) the Relevant Governmental Body (as defined in the benchmark
transition provisions) (such as the Alternative Reference Rates Committee of the NY Federal Reserve), (ii) the International Swaps and Derivatives
Association, Inc., or (iii) in certain circumstances, Chevron (or our Designee). In addition, the benchmark transition provisions expressly authorize Chevron
(or our Designee) to make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of interest periods and the
timing and frequency of determining rates and making payments of interest. The application of a Benchmark Replacement and Benchmark Replacement
Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the amount of interest
payable on the floating rate notes, which could adversely affect the return on, value of and market for the floating rate notes. Further, there is no assurance
that the characteristics of any Benchmark Replacement will be similar to the then-current Benchmark that it is replacing, or that any Benchmark
Replacement will produce the economic equivalent of the then-current Benchmark that it is replacing.
The NY Federal Reserve began to publish SOFR in April 2018. Although the NY Federal Reserve has also begun publishing historical indicative
SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. You should not rely on any
historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial publication of SOFR, daily changes in the rate
have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As a result, the return on and value of SOFR-linked
debt securities may fluctuate more than floating rate debt securities that are linked to less volatile rates.
Also, since SOFR is a relatively new market index, SOFR-linked debt securities likely will have no established trading market when issued, and an
established trading market may never develop or may not be very liquid. Market terms for debt securities indexed to SOFR, such as the spread over the
index reflected in interest rate provisions, may evolve over time, and trading prices of the floating rate notes may be lower than those of later-issued
SOFR-linked debt securities as a result. Similarly, if SOFR does not prove to be widely used in securities like the floating rate notes, the trading price of
those securities may be lower than those of debt securities linked to rates that are more widely used. Debt securities indexed to SOFR may not be able to
be sold or may not be able to be sold at prices that will provide a yield comparable to similar investments that have a developed secondary market, and
may consequently suffer from increased pricing volatility and market risk.
The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and
disclaimers, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of
SOFR at any time without notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially
adverse to you as a holder of the floating rate notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or
discontinuance may result in a reduction or elimination of the amount of interest payable on the floating rate notes and a reduction in their trading prices.

S-5
Table of Contents
USE OF PROCEEDS
The net proceeds from the sale of the notes will be used for general corporate purposes, including refinancing a portion of Chevron's existing
commercial paper borrowings. As of March 31, 2020, the outstanding amount of Chevron's commercial paper borrowings was approximately $12.7 billion,
the weighted average interest rate on outstanding borrowings under the commercial paper program was approximately 1.67% per annum and the average
maturity on outstanding borrowings under the commercial paper program was 95 days.

S-6
Table of Contents
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, contain
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2
forward-looking statements relating to Chevron's operations that are based on management's current expectations, estimates and projections about the
petroleum, chemicals and other energy-related industries. Words or phrases such as "anticipates," "expects," "intends," "plans," "targets," "forecasts,"
"projects," "believes," "seeks," "schedules," "estimates," "positions," "pursues," "may," "could," "should," "will," "budgets," "outlook," "trends,"
"guidance," "focus," "on schedule," "on track," "is slated," "goals," "objectives," "Strategies," "opportunities," "poised" "potential" 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, many of which are beyond Chevron's 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. The reader should not place undue reliance on these forward-
looking statements, which speak only as of the date of any such statement. Unless legally required, Chevron undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new information, future events or otherwise.
Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil
and natural gas prices and demand for our products, crude oil production quotas or other actions that might be imposed by the Organization of Petroleum
Exporting Countries and other producing countries; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any
related government policies and actions; changing economic, regulatory and political environments in the various countries in which Chevron operates;
general domestic and international economic and political conditions; changing refining, marketing and chemicals margins; Chevron's ability to realize
anticipated cost savings, expenditure reductions and efficiencies associated with enterprise transformation initiatives; actions of competitors or regulators;
timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological
developments; the results of operations and financial condition of Chevron's suppliers, vendors, partners and equity affiliates, particularly during extended
periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the inability or failure of Chevron's joint-venture partners to fund their
share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas
development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of
Chevron's operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes
beyond Chevron's control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation;
significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international
agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from
pending or future litigation; Chevron's future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on
required closing conditions; the potential for gains and losses from asset dispositions or impairments; government mandated sales, divestitures,
recapitalizations, industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency
movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; the receipt of required Board
authorizations to pay future dividends; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting
bodies; Chevron's ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under
the heading "Risk Factors' beginning on page S-3 of this prospectus supplement and under the headings "Risk Factors" in our 2019 Annual Report on
Form 10-K and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and in subsequent filings with the Securities and Exchange
Commission. Other

S-7
Table of Contents
unpredictable or unknown factors not discussed in this prospectus supplement, the accompanying prospectus, and the documents incorporated herein and
therein by reference could also have material adverse effects on forward-looking statements.

S-8
Table of Contents
DESCRIPTION OF THE NOTES
General
We will issue the 2023 notes in two series, one with a fixed interest rate and the other with a floating interest rate. We will issue the 2025 notes in a
single series with a fixed interest rate. We will issue the 2027 notes in a single series with a fixed interest rate. We will issue the 2030 notes in a single
series with a fixed interest rate. We will issue the 2040 notes in a single series with a fixed interest rate. We will issue the 2050 notes in a single series with
a fixed interest rate.
Each series of notes are being issued under an indenture dated as of May 11, 2020 (the "indenture"), as supplemented by the supplemental indenture
dated as of May 11, 2020, each between Chevron and Deutsche Bank Trust Company Americas, as trustee. Provisions of the indenture are more fully
described under "Description of the Debt Securities," commencing on page 3 of the accompanying prospectus. Each series of notes originally will be issued
in fully registered book-entry form and each series of notes will be represented by one or more global notes registered in the name of The Depository Trust
Company ("DTC"), as depositary, or its nominee. Upon any exchange under the provisions of the indenture of the global notes for such series of notes in
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2
definitive form, such definitive notes shall be issued in authorized denominations of $2,000 or integral multiples of $1,000 in excess thereof.
The 2023 notes will mature on May 11, 2023, the 2025 notes will mature on May 11, 2025, the 2027 notes will mature on May 11, 2027, the
2030 notes will mature on May 11, 2030, the 2040 notes will mature on May 11, 2040, and the 2050 notes will mature on May 11, 2050.
Interest
The notes will bear interest from May 11, 2020.
Fixed Rate Notes
Interest on the fixed rate notes will be payable on May 11 and November 11 of each year, beginning November 11, 2020.
Interest on each fixed rate note will be computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date falls on a date
that is not a business day, the payment will be made on the next business day, and no interest shall accrue on the amount of interest due on that interest
payment date for the period from and after such interest payment date to the next business day. Payments of interest and principal on the fixed rate notes
will be made to the persons in whose name the notes are registered on the date which is fifteen days prior to the relevant interest payment date. As long as
the fixed rate notes are in the form of global notes, all payments of principal and interest on the notes will be made by the trustee to the depositary or its
nominee in immediately available funds.
Floating Rate Notes
The floating rate notes will bear interest at a variable rate. The interest rate for the floating rate notes for a particular interest period will be a per
annum rate equal to LIBOR as determined on the applicable interest determination date by the calculation agent appointed by us, which initially will be the
trustee, plus 0.90%. The interest rate on the floating rate notes will be reset on the first day of each interest period other than the initial interest period (each
an "interest reset date"). Interest on the floating rate notes will be payable quarterly on February 11, May 11, August 11 and November 11 of each year,
beginning August 11, 2020. An interest period is the period commencing on an interest payment date (or, in the case of the initial interest period,
commencing on May 11, 2020) and ending on the day preceding the next interest payment date. The initial interest period is

S-9
Table of Contents
May 11, 2020 through August 10, 2020. The interest determination date for an interest period will be the second London Business Day preceding such
interest period (the "interest determination date"). The interest determination date for the initial interest period will be May 11, 2020. If any interest
payment date falls on a date that is not a business day, the payment will be made on the next business day, except that if that business day is in the
immediately succeeding calendar month, the interest payment will be made on the next preceding business day, in each case with interest accruing to the
applicable interest payment date (as so adjusted). Payments of interest and principal on the floating rate notes will be made to the persons in whose name
the notes are registered on the date which is fifteen days prior to the relevant interest payment date. Interest on the floating rate notes will be calculated on
the basis of the actual number of days in each quarterly interest period and a 360-day year. As long as the floating rate notes are in the form of global notes,
all payments of principal and interest on the notes will be made by the trustee to the depositary or its nominee in immediately available funds.
"LIBOR" will be determined by the calculation agent in accordance with the following provisions:

(1)
With respect to any interest determination date, LIBOR will be the rate for deposits in United States dollars having a maturity of three
months commencing on the first day of the applicable interest period that appears on Reuters Screen LIBOR01 Page (as hereinafter defined)

as of 11:00 a.m., London time, on that interest determination date. If no rate appears, then LIBOR, in respect of that interest determination
date, will be determined in accordance with the provisions described in (2) below.

(2)
With respect to an interest determination date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in (1) above, the
calculation agent will request the principal London offices of each of four major reference banks in the London interbank market (which may
include affiliates of the underwriters), as selected by us, to provide the calculation agent with its offered quotation for deposits in United
States dollars for the period of three months, commencing on the first day of the applicable interest period, to prime banks in the London
interbank market at approximately 11:00 a.m., London time, on that interest determination date and in a principal amount that is
representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR
on that interest determination date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on

the interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on the
interest determination date by three major banks in The City of New York (which may include affiliates of the underwriters) selected by us
for loans in United States dollars to leading European banks, having a three-month maturity and in a principal amount that is representative
for a single transaction in United States dollars in that market at that time; provided that if the banks selected by us are not providing
quotations in the manner described by this sentence, LIBOR will be the same as the rate determined for the immediately preceding interest
reset date or if there is no immediately preceding interest reset date, LIBOR will be the same as the rate determined for the initial interest
period.
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2
"Reuters Screen LIBOR01 Page" means the display designated on page "LIBOR01" on Reuters (or such other page as may replace the LIBOR01
page on that service or any successor service for the purpose of displaying LIBOR for U.S. dollar deposits of major banks).
"London Business Day" means any day on which dealings in United States dollars are transacted on the London interbank market.
Notwithstanding the two foregoing paragraphs, if we or our Designee determine on or prior to the relevant interest determination date that a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then (i) we shall
promptly provide notice of such determination to the calculation agent and (ii) the provisions set forth below under the heading "Effect of Benchmark
Transition Event" (the "benchmark transition provisions") will thereafter apply to all determinations, calculations and quotations made or obtained for the
purposes of calculating the rate and amount of interest payable on the floating rate notes during a relevant interest period. In accordance with the
benchmark transition

S-10
Table of Contents
provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for
each interest period on the floating rate notes will be a rate per annum equal to the sum of the Benchmark Replacement and the margin of 0.90%, as
determined by us or our Designee provided, however, that the minimum interest rate on the floating rate notes shall not be less than 0.000%.
However, if we or our Designee determine that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with
respect to the then-current Benchmark, but for any reason the Benchmark Replacement has not been determined as of the relevant interest determination
date, the interest rate for the applicable interest period will be equal to the interest rate on the last interest determination date for the floating rate notes, as
determined by us or our Designee.
All percentages resulting from any calculation of any interest rate for the floating rate notes will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded
to 8.98687% (or 0.0898687)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards).
The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by New York law as the same may be
modified by United States laws of general application. Additionally, the interest rate on the floating rate notes will in no event be lower than zero.
The calculation agent will, upon the request of any holder of the floating rate notes, provide the interest rate then in effect with respect to the floating
rate notes. All calculations made by the calculation agent in the absence of manifest error will be conclusive for all purposes and binding on us and the
holders of the floating rate notes.
Effect of Benchmark Transition Event
Benchmark Replacement. If we or our Designee determine that a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-
current Benchmark for all purposes relating to the floating rate notes in respect of such determination on such date and all determinations on all subsequent
dates.
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, we or our Designee will have
the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision, election or calculation that may be made by us or our Designee pursuant to the
benchmark transition provisions described herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or
non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding
absent manifest error, may be made in our or our Designee's sole discretion and notwithstanding anything to the contrary in any documentation relating to
the floating rate notes, shall become effective without consent from the holders of the floating rate notes or any other party.
Certain Defined Terms. As used herein:
"Benchmark" means, initially, three-month U.S. dollar LIBOR; provided that if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to three-month U.S. dollar LIBOR or the then-current Benchmark, then "Benchmark" means the applicable
Benchmark Replacement.
"Benchmark Replacement" means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement
Adjustment for such Benchmark; provided that if we or our Designee cannot determine the Interpolated Benchmark as of the Benchmark Replacement
Date, then "Benchmark Replacement"
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

424B2

S-11
Table of Contents
means the first alternative set forth in the order below that can be determined by us or our Designee as of the Benchmark Replacement Date:

(1)
the sum of (a) Term SOFR and (b) the Benchmark Replacement Adjustment;

(2)
the sum of (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

(3)
the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for

the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(4)
the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and

(5)
the sum of (a) the alternate rate of interest that has been selected by us or our Designee as the replacement for the then-current Benchmark for

the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current
Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by us or our Designee as of the
Benchmark Replacement Date:

(1)
the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero),

that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and

(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our Designee giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the

replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating
rate notes at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of "interest period," timing and frequency of determining rates and making payments of interest, rounding of
amounts or tenors, changes to the definition of "Corresponding Tenor" solely when such tenor is longer than the interest period and other administrative
matters) that we or our Designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent
with market practice (or, if we or our Designee decide that adoption of any portion of such market practice is not administratively feasible or if we or our
Designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as we or our Designee determine is
reasonably necessary).
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)
in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or

publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases
to provide the Benchmark; and

(2)
in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information

referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such
determination.

S-12
Table of Contents
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has

ceased or will cease to provide the Benchmark, permanently or indefinitely; provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the Benchmark;
https://www.sec.gov/Archives/edgar/data/93410/000119312520137099/d925941d424b2.htm[5/8/2020 11:25:08 AM]

Document Outline

#1">
- #1">