Obligation Chevron 4.95% ( US166751AJ66 ) en USD

Chevron

99.05 % ▲

Etas-Unis

US166751AJ66 ( en USD )

4.95% par an ( paiement semestriel )

03/03/2019 - Obligation échue

Prospectus brochure de l'obligation Chevron US166751AJ66 en USD 4.95%, échue

2 000 USD

1 500 000 000 USD

166751AJ6

N/A

L'Obligation émise par Chevron ( Etas-Unis ) , en USD, avec le code ISIN US166751AJ66, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/03/2019

Final Prospectus Supplement Pursuant to Rule 424(b)(2)
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424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-141138
CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)(2)
3.450% Notes Due 2012

$1,500,000,000
$ 58,950
3.950% Notes Due 2014

$2,000,000,000
$ 78,600
4.950% Notes Due 2019

$1,500,000,000
$ 58,950

TOTAL

$5,000,000,000
$ 196,500
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $302,300 have already been
paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on
Form S-3ASR (No. 333-141138) filed by Chevron Corporation and certain of its wholly owned subsidiaries on
March 8, 2007, and have been carried forward. Of these unused filing fees, $196,500 is offset against the
registration fee due for this offering, leaving $105,800 available for future registration fees. No additional
registration fee has been paid with respect to this offering.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 8, 2007

$5,000,000,000
Chevron Corporation
$1,500,000,000 3.450% Notes Due 2012
$2,000,000,000 3.950% Notes Due 2014
$1,500,000,000 4.950% Notes Due 2019
The 2012 notes will mature on March 3, 2012, the 2014 notes will mature on March 3, 2014, and the 2019
notes will mature on March 3, 2019. Chevron Corporation will pay interest on the notes of each series on March 3
and September 3 of each year starting on September 3, 2009. Chevron will have the right to redeem the notes of
each series in whole or in part at any time prior to maturity at the redemption price described in this prospectus
supplement.

Price to
Underwriting
Proceeds to

Public(1)

Commission
Chevron(1)
Per 2012 note

99.994%

0.25%
99.744%
Total

$1,499,910,000
$3,750,000
$1,496,160,000
Per 2014 note

99.816%

0.35%
99.466%
Total

$1,996,320,000
$7,000,000
$1,989,320,000
Per 2019 note

99.969%

0.45%
99.519%
Total

$1,499,535,000
$6,750,000
$1,492,785,000
(1) Plus accrued interest, if any, from March 3, 2009.
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 prospectus to
which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters have agreed to purchase the notes on a firm commitment basis. It is expected that delivery of
the notes will be made through the facilities of The Depository Trust Company, including its participants
Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank S.A./N.V., as operator of the Euroclear
System, against payment in New York, New York on or about March 3, 2009.

Joint Book-Running Managers

BARCLAYS CAPITAL
MORGAN STANLEY

Citi

J.P. Morgan
RBS Greenwich Capital

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Banc of America Securities LLC

Blaylock Robert Van, LLC
BNP Paribas
CALYON

Deutsche Bank Securities
Guzman & Company
Loop Capital Markets, LLC

Mitsubishi UFJ Securities
Mizuho Securities USA Inc.
RBC Capital Markets

SOCIETE GENERALE
Standard Chartered Bank
The Williams Capital Group, L.P.

The date of this prospectus supplement is February 26, 2009.
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TABLE OF CONTENTS
Prospectus Supplement

Page
Chevron Corporation

S-1
Information Incorporated by Reference

S-1
Where You Can Find More Information

S-2
Use of Proceeds

S-2
Description of the Notes

S-2
Certain United States Federal Tax Considerations

S-8
Underwriting
S-12
Legal Opinions
S-15
Prospectus
Debt Securities

1
About This Prospectus

2
Where You Can Find More Information

2
Information Incorporated by Reference

2
Chevron Corporation

3
Chevron Canada Funding Company.

3
Chevron Funding Corporation

3
Use of Proceeds

4
Forward-Looking Statements

4
Description of the Securities

4
Description of the Indentures

6
General

6
Covenants of Chevron

6
Events of Default

9
Modifications of the Indenture

10
Defeasance and Discharge

11
Governing Law

11
Concerning the Trustee

11
The Subsidiary Indentures

12
Guarantee

12
Successors to Subsidiary Issuers

12
Plan of Distribution

13
Legal Opinions

13
Experts

13
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. Chevron has not, and the Underwriters have not,
authorized anyone to provide you with different information. The information contained in this prospectus
supplement is current only as to the date appearing at the bottom of the cover.
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-12 of this prospectus supplement for more information.

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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 fully integrated petroleum operations, chemicals operations, mining operations, power generation and
energy services. Exploration and production (upstream) operations consist of exploring for, developing and
producing crude oil and natural gas and also marketing natural gas. Refining, marketing and transportation
(downstream) operations relate to refining crude oil into finished petroleum products; marketing crude oil and the
many products derived from petroleum; and transporting crude oil, natural gas and petroleum products by
pipeline, marine vessel, motor equipment and rail car. Chemical operations include the manufacture and
marketing of commodity petrochemicals, plastics for industrial uses, and fuel and lubricant oil 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.

· Chevron's Annual Report on Form 10-K for the year ended December 31, 2008.

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

Securities and Exchange Commission on April 17, 2008 and incorporated into Part III of Chevron's
Annual Report on Form 10-K for the year ended December 31, 2007.

· Chevron's Current Reports on Form 8-K filed with the Securities and Exchange Commission on

March 31, 2008, December 11, 2008 and February 27, 2009.
Upon written or oral request, Chevron will provide, without charge, to each person to whom a copy of this
prospectus supplement and the 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 E
San Ramon, California 94583
Attention: Corporate Finance
Telephone: (925) 842-8049

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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. All of the reports, proxy statements and other documents filed with the Commission by Chevron,
including such documents incorporated by reference herein, can be inspected and copied at the public reference
facility maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. Further information about
the public reference room is available from the Commission at 1-800-SEC-0330. Chevron's filings are also
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.
USE OF PROCEEDS
The net proceeds from the sale of the notes will be used for general corporate purposes, including refinancing a
portion of the existing commercial paper borrowings or long-term or short-term debt of Chevron or its subsidiaries,
or financing capital programs.
DESCRIPTION OF THE NOTES
General
The 3.450% Notes due 2012, referred to as the "2012 notes," the 3.950% Notes due 2014, referred to as the
"2014 notes," and the 4.950% Notes due 2019, referred to as the "2019 notes," are being issued under an
Indenture dated as of June 15, 1995 between Chevron and Wells Fargo Bank, National Association, as successor
to The Bank of New York, as trustee. Provisions of the indenture are more fully described under "Description of
the Indentures," commencing on page 6 of the accompanying prospectus. The 2012 notes, the 2014 notes and
the 2019 notes, referred to collectively as the "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, as depository, or its nominee. Upon any exchange under the provisions of the
indenture of the global notes for notes in definitive form, such definitive notes shall be issued in authorized
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The 2012 notes will mature on March 3, 2012, the 2014 notes will mature on March 3, 2014 and the 2019 notes
will mature on March 3, 2019. Interest on the notes will accrue from March 3, 2009 and will be payable on
September 3, 2009 and on each March 3 and September 3 thereafter. Interest on each note will be computed on
the basis of a 360-day year of twelve 30-day months. Payments of interest and principal on the 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
payment date. As long as the 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 depository or its nominee in immediately available funds.

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Redemption
Chevron has the option to redeem the notes, in whole or in part, at any time at a redemption price equal to the
greater of

(1) 100% of the principal amount of the notes of that series being redeemed, and

(2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not
including the portion of any such payments of interest accrued as of the redemption date), discounted to

the redemption date on a semiannual basis at the Adjusted Treasury Rate (as hereinafter defined), plus
interest accrued on the notes being redeemed to the redemption date. The redemption price is
calculated assuming a 360-day year consisting of twelve 30-day months.
"Adjusted Treasury Rate" is to be determined on the third business day preceding the redemption date and
means

(1) the arithmetic mean of the yields under the heading "Week Ending" published in the Statistical Release
(as hereinafter defined) most recently published prior to the date of determination under the caption

"Treasury Constant Maturities" for the maturity (rounded to the nearest month) corresponding to the
remaining term, as of the redemption date, of the notes of that series being redeemed, plus

(2) 0.30%.
If no maturity set forth under such heading exactly corresponds to the remaining term of the notes of that series
being redeemed, yields for the two published maturities most closely corresponding to the remaining term of the
notes of that series being redeemed will be calculated as described in the preceding sentence, and the Adjusted
Treasury Rate will be interpolated or extrapolated from such yields on a straight-line basis, rounding each of the
relevant periods to the nearest month.
"Statistical Release" means the statistical release designation "H.15(519)" or any successor publication which is
published weekly by the Federal Reserve System and which establishes yields on actively-traded United States
government securities adjusted to constant maturities, or, if such statistical release is not published at the time of
any determination under the terms of the notes, then such other reasonably comparable index as Chevron shall
designate.
Chevron will mail notice of any redemption to each holder of notes to be redeemed at least 30 days but not
more than 60 days before the redemption date.
Unless Chevron defaults in payment of the redemption price, on and after the redemption date, interest will
cease to accrue on the notes or portions thereof called for redemption.
Book-Entry System
The notes of each series will be issued in the form of one or more fully registered global notes which will be
deposited with, or on behalf of, The Depository Trust Company and registered in the name of a nominee of DTC.
Except as hereinafter set forth, the notes will be available for purchase in book-entry form only. The term
"depository" as used in this prospectus supplement refers to DTC or any successor depository.
Investors may hold interests in the global notes either through DTC or through Clearstream Banking, société
anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System if they are participants in such
systems, or indirectly through organizations which are participants in such systems. Clearstream and Euroclear
will hold interests on behalf of their participants through

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customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on
the books of DTC. Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank, N.A. will act
as depositary for Euroclear.
Neither Chevron nor the trustee will have any responsibility, obligation or liability to any participant, to any
indirect participant or to any beneficial owner with respect to

· the accuracy of any records maintained by DTC, Cede & Co., any participant or any indirect participant,

· the payment by DTC or any participant or indirect participant of any amount with respect to the principal

of or interest on the notes,

· any notice which is permitted or required to be given to registered owners of notes under the indenture

or

· any consent given or other action taken by DTC as the registered owner of the notes, or by participants

as assignees of DTC as the registered owner of each issue of notes.
Euroclear and Clearstream are indirect participants in DTC.
The Depository Trust Company
DTC has advised Chevron as follows: DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code
and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants deposit with DTC and facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry
changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates.
Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation. DTCC is the
holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of
which are registered agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC
system is also available to others such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct participant, either directly or indirectly. Persons who are
not participants may beneficially own securities held by the depository only through direct or indirect participants.
DTC also advises that pursuant to procedures established by it, upon deposit by Chevron of the global notes
with DTC or its custodian, DTC or its nominee will credit, on its internal system, the respective principal amounts
of the notes represented by such global notes to the accounts of direct participants. The accounts to be credited
will be designated by the underwriters. Ownership of beneficial interests in notes represented by the global notes
will be limited to participants or persons that hold interests through participants. Ownership of such beneficial
interests in notes will be shown on, and the transfer of that ownership will be effected only through, records
maintained by the depository (with respect to interests of direct participants), or by direct and indirect participants
or persons that may hold interests through such participants (with respect to persons other than participants).
So long as the depository or its nominee is the registered owner of a global note, the depository or its nominee,
as the case may be, will be considered the sole owner or holder of the notes represented

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thereby for all purposes under the indenture. Except as hereinafter provided, owners of beneficial interests in the
global notes will not be entitled to have the notes represented by a global note registered in their names, will not
receive or be entitled to receive physical delivery of such notes in definitive form and will not be considered the
owners or holders thereof under the indenture. Unless and until a global note is exchanged in whole or in part for
individual certificates evidencing the notes represented thereby, such global note may not be transferred except
as a whole by the depository to a nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository or by the depository or any nominee of the depository to a successor
depository or any nominee of such successor depository.
Payments of principal of and interest on the notes represented by a global note will be made to the depository
or its nominee, as the case may be, as the registered owner of the notes. Chevron has been informed by DTC
that, upon receipt of any payment on the global notes, DTC's practice is to credit participants' accounts on the
payment date therefor with payments in amounts proportionate to their respective beneficial interests in the notes
represented by the global notes as shown on the records of DTC or its nominee. Payments by participants to
owners of beneficial interests in the notes will be governed by standing instructions and customary practices, as is
now the case with securities held for the accounts of customers in bearer form or registered in "street name."
Such payments will be the responsibility of such participants.
Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and
certain banks, the ability of a person having a beneficial interest in notes represented by the global notes to
pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in
respect of such interest, may be affected by the lack of a physical certificate evidencing such interest.
Chevron will recognize DTC or its nominee as the sole registered owner of the notes for all purposes, including
notices and consents. Conveyance of notices and other communications by DTC to participants, by participants to
indirect participants, and by participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to
time.
So long as the notes are outstanding in the form of global notes registered in the name of DTC or its nominee
Cede & Co.,

· all payments of interest on and principal of the notes shall be delivered only to DTC or Cede & Co.;

· all notices delivered by Chevron or the trustee pursuant to the indenture shall be delivered only to DTC

or Cede & Co. and

· all rights of the registered owners of notes under the indenture, including, without limitation, voting rights,

rights to approve, waive or consent, and rights to transfer and exchange notes, shall be rights of DTC or
Cede & Co.
The beneficial owners of the notes must rely on the participants or indirect participants for timely payments and
notices and for otherwise making available to the beneficial owner rights of a registered owner. No assurance can
be provided that in the event of bankruptcy or insolvency of DTC, a participant or an indirect participant through
which a beneficial owner holds interests in the notes, payment will be made by DTC, such participant or such
indirect participant on a timely basis.
The DTC rules applicable to its participants are on file with the Securities and Exchange Commission. More
information about DTC can found at www.dtcc.com.

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If the depository is at any time unwilling or unable to continue as depository and a successor depository is not
appointed by Chevron within 90 days, Chevron will issue individual notes in definitive form in exchange for the
global notes. In addition, Chevron may at any time and in its sole discretion determine not to have the notes in the
form of a global security, and, in such event, Chevron will issue individual notes in definitive form in exchange for
the global notes. In either instance, Chevron will issue notes in definitive form, equal in aggregate principal
amount to the global notes, in such names and in such principal amounts as the depository shall direct. Notes so
issued in definitive form will be issued as fully registered notes in denominations of $2,000 or any amount in
excess thereof which is an integral multiple of $1,000.
Clearstream Banking, société anonyme
Clearstream has advised Chevron that it is a limited liability company organized under the laws of Luxembourg.
Clearstream holds securities for its customers and facilitates the clearance and settlement of securities
transactions between its customers through electronic book-entry changes in accounts of its customers, thereby
eliminating the need for physical movement of certificates. Clearstream provides to its customers, among other
things, services for safekeeping, administration, clearance and settlement of internationally traded securities and
securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream
is regulated as a bank in Luxembourg, and as such, is subject to regulation by the Luxembourg Commission for
the Supervision of the Financial Sector. Clearstream customers are recognized financial institutions around the
world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and
other organizations and may include the underwriters. Indirect access to Clearstream is also available to others,
such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a
Clearstream customer either directly or indirectly. Distributions with respect to notes held beneficially through
Clearstream will be credited to cash accounts of Clearstream customers in accordance with its rules and
procedures, to the extent received by Clearstream.
Euroclear System
The Euroclear System has advised Chevron that it was created in 1968 to hold securities for participants of
Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic
book-entry delivery against payment, thus eliminating the need for physical movement of certificates and risk from
lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC.
Euroclear is operated by the Euroclear Operator under a contract with Euroclear Clearance Systems S.C., a
Belgian cooperative corporation, or the "Euroclear Clearance System." The Euroclear Operator conducts all
operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not Euroclear Clearance System. The Euroclear Clearance System establishes policy for
Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries and may include the underwriters or
one or more of their affiliates. Indirect access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect
DTC participant.
The Euroclear Operator is a Belgian bank, which is regulated and examined by the Belgian Banking and
Finance Commission and the National Bank of Belgium.

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