Obligation Chevron 2.895% ( US166764BT68 ) en USD

Chevron

99.45 % ▲

Etas-Unis

US166764BT68 ( en USD )

2.895% par an ( paiement semestriel )

03/03/2024 - Obligation échue

Prospectus brochure de l'obligation Chevron US166764BT68 en USD 2.895%, échue

2 000 USD

1 000 000 000 USD

166764BT6

AA- ( Haute qualité )

Aa2 ( Haute qualité )

L'Obligation émise par Chevron ( Etas-Unis ) , en USD, avec le code ISIN US166764BT68, paye un coupon de 2.895% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/03/2024

L'Obligation émise par Chevron ( Etas-Unis ) , en USD, avec le code ISIN US166764BT68, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Chevron ( Etas-Unis ) , en USD, avec le code ISIN US166764BT68, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d352412d424b2.htm 424B2
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 0 6 0 9 5
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um
Am ount of
Aggre ga t e
Re gist ra t ion
T it le of Ea c h Cla ss of Se c urit ie s Offe re d

Offe ring Pric e

Fe e (1 )
1.686% Notes due 2019

$ 550,000,000

$ 63,745
Floating Rate Notes due 2019

$ 450,000,000

$ 52,155
1.991% Notes due 2020

$ 600,000,000

$ 69,540
Floating Rate Notes due 2020

$ 400,000,000

$ 46,360
2.498% Notes due 2022

$ 700,000,000

$ 81,130
Floating Rate Notes due 2022

$ 300,000,000

$ 34,770
2.895% Notes due 2024

$1,000,000,000

$115,900
TOTAL

$4,000,000,000

$463,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 5, 2015
$4,000,000,000

Chevron Corporation
$550,000,000 1.686% Notes Due 2019
$450,000,000 Floating Rate Notes Due 2019
$600,000,000 1.991% Notes Due 2020
$400,000,000 Floating Rate Notes Due 2020
$700,000,000 2.498% Notes Due 2022
$300,000,000 Floating Rate Notes Due 2022
$1,000,000,000 2.895% Notes Due 2024

We are offering $550,000,000 aggregate principal amount of our 1.686% notes due 2019 (the "2019 fixed rate notes"), $450,000,000 aggregate principal amount of
our floating rate notes due 2019 (the "2019 floating rate notes" and, together with the 2019 fixed rate notes, the "2019 notes"), $600,000,000 aggregate principal amount
of our 1.991% notes due 2020 (the "2020 fixed rate notes"), $400,000,000 aggregate principal amount of our floating rate notes due 2020 (the "2020 floating rate notes"
and, together with the 2020 fixed rate notes, the "2020 notes"), $700,000,000 aggregate principal amount of our 2.498% notes due 2022 (the "2022 fixed rate notes"),
$300,000,000 aggregate principal amount of our floating rate notes due 2022 (the "2022 floating rate notes" and, together with the 2022 fixed rate notes, the "2022 notes")
and $1,000,000,000 aggregate principal amount of our 2.895% notes due 2024 (the "2024 notes"). We refer to the 2019 fixed rate notes, the 2020 fixed rate notes, the 2022
fixed rate notes and the 2024 notes collectively as the "fixed rate notes," and the 2019 floating rate notes, the 2020 floating rate notes and the 2022 floating rate notes
collectively as the "floating rate notes." We refer to the fixed rate notes and the floating rate notes collectively as the "notes."
The 2019 notes will mature on February 28, 2019, the 2020 notes will mature on March 3, 2020, the 2022 notes will mature on March 3, 2022 and the 2024 notes
will mature on March 3, 2024.
Chevron Corporation ("Chevron") will pay interest on (i) the 2019 fixed rate notes on February 28 and August 28 of each year starting on August 28, 2017, (ii) the
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2
2019 floating rate notes on February 28, May 28, August 28 and November 28 of each year starting on May 28, 2017, (iii) the 2020 fixed rate notes on March 3 and
September 3 of each year starting on September 3, 2017, (iv) the 2020 floating rate notes on March 3, June 3, September 3 and December 3 of each year starting on June
3, 2017, (v) the 2022 fixed rate notes on March 3 and September 3 of each year starting on September 3, 2017, (vi) the 2022 floating rate notes on March 3, June 3,
September 3 and December 3 of each year starting on June 3, 2017 and (vii) the 2024 notes on March 3 and September 3 of each year starting on September 3, 2017.
The 2019 floating rate notes will bear interest at a floating rate equal to three-month London Interbank Offered Rate ("LIBOR") plus 0.090%, the 2020 floating rate
notes will bear interest at a floating rate equal to three-month LIBOR plus 0.210% and the 2022 floating rate notes will bear interest at a floating rate equal to three-month
LIBOR plus 0.480%. 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.

Proceeds Before
Price to
Underwriting
Expenses to

Public(1)

Discount

Chevron

Per 2019 Floating Rate Note

100.000%

0.110%

99.890%
Total

$450,000,000
$
495,000
$
449,505,000
Per 2019 Fixed Rate Note

100.000%

0.110%

99.890%
Total

$550,000,000
$
605,000
$
549,395,000
Per 2020 Floating Rate Note

100.000%

0.140%

99.860%
Total

$400,000,000
$
560,000
$
399,440,000
Per 2020 Fixed Rate Note

100.000%

0.140%

99.860%
Total

$600,000,000
$
840,000
$
599,160,000
Per 2022 Floating Rate Note

100.000%

0.150%

99.850%
Total

$300,000,000
$
450,000
$
299,550,000
Per 2022 Fixed Rate Note

100.000%

0.150%

99.850%
Total

$700,000,000
$
1,050,000
$
698,950,000
Per 2024 Note

100.000%

0.170%

99.830%
Total

$1,000,000,000
$
1,700,000
$
998,300,000

(1) Plus accrued interest, if any, from March 3, 2017.
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 23, 2017, 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 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 or Euroclear Bank S.A./N.V., as operator of the Euroclear System, against
payment in New York, New York on or about March 3, 2017.

Joint Book-Running Managers

BofA MERRILL LYNCH

BARCLAYS

CITIGROUP
J.P. MORGAN

MUFG

WELLS FARGO SECURITIES
Co-Managers
BNP PARIBAS

GOLDMAN, SACHS & CO.

HSBC

SMBC NIKKO
The date of this prospectus supplement is February 28, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Chevron Corporation
S-1
Information Incorporated by Reference
S-2
Where You Can Find More Information
S-2
Risk Factors
S-3
Use of Proceeds
S-3
Description of the Notes
S-4
Certain United States Federal Tax Considerations
S-12
Underwriting
S-16
Legal Opinions
S-20
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2
Prospectus

About This Prospectus
1
Where You Can Find More Information
1
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
10
Legal Matters
10
Experts
10
We are responsible for 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 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-16 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).

S-1
Table of Contents
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, 2016.
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2

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

Commission on April 7, 2016 and incorporated into Part III of Chevron's Annual Report on Form 10-K for the year ended
December 31, 2015, as supplemented.

· Chevron's Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 26, 2017 and January 30, 2017

(two filings).
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 A
San Ramon, California 94583
Attention: Corporate Finance
Telephone: (925) 842-3960
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.

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 on February 23, 2017, which is
incorporated by reference herein, as well as the risks set forth below.
The market price of the notes may be adversely affected by unfavorable changes in general economic conditions.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which
could have an adverse effect on the market prices of the notes, regardless of our prospects and financial performance and condition. 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 relating to the LIBOR calculation process may adversely affect the value of your floating rate notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether
the banks that contribute to the British Bankers' Association ("BBA") in connection with the calculation of daily LIBOR may have been under-
reporting or otherwise manipulating or attempting to manipulate LIBOR.
Actions by the BBA, ICE Benchmark Administration Limited (the current administrator of LIBOR), regulators or law enforcement agencies
may result in changes to the manner in which LIBOR is determined. At this time, it is not possible to predict the effect of any such changes and any
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2
other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of such potential changes may
adversely affect the trading market for LIBOR-based securities, including the floating rate notes.
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 December 31, 2016, the outstanding amount of Chevron's commercial paper borrowings was approximately
$10.4 billion, the weighted average interest rate on outstanding borrowings under the commercial paper program was approximately 0.74% per
annum and the average maturity on outstanding borrowings under the commercial paper program was 65 days.

S-3
Table of Contents
DESCRIPTION OF THE NOTES
General
The notes are being issued under an indenture dated as of June 15, 1995 (the "indenture"), as supplemented by the supplemental indenture
dated as of March 3, 2017, each between Chevron and Wells Fargo Bank, National Association, as trustee. Provisions of the indenture are more
fully described under "Description of the Debt Securities," commencing on page 5 of the accompanying prospectus. 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 ("DTC"), as depositary, 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 or integral multiples of $1,000 in excess
thereof.
The 2019 notes will mature on February 28, 2019, the 2020 notes will mature on March 3, 2020, the 2022 notes will mature on March 3,
2022 and the 2024 notes will mature on March 3, 2024.
Interest
The notes will bear interest from March 3, 2017.
Fixed Rate Notes
Interest on the 2019 fixed rate notes will be payable on February 28 and August 28 of each year, beginning August 28, 2017. Interest on the
2020 fixed rate notes, the 2022 fixed rate notes and the 2024 notes will be payable on March 3 and September 3 of each year, beginning on
September 3, 2017. 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 0.090% for the 2019 floating rate notes, plus 0.210% for the 2020 floating rate notes, and plus 0.480% for the 2022
floating rate notes. 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 2019 floating rate notes will be payable quarterly on February 28, May 28, August 28 and
November 28 of each year, beginning May 28, 2017. Interest on the 2020 floating rate notes and the 2022 floating rate notes will be payable
quarterly on March 3, June 3, September 3 and December 3 of each year, beginning June 3, 2017. An interest period is the period commencing on
an interest payment date and ending on the day preceding the next interest payment date. The initial interest period for the 2019 floating rate notes
is March 3, 2017 through May 27, 2017. The initial interest period for the 2020 floating rate notes and the 2022 floating rate notes is March 3, 2017
through June 2, 2017. 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 March 1, 2017. 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
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2
immediately succeeding calendar month, the interest payment will be made on the next preceding business day, in each case with interest accruing
to the

S-4
Table of Contents
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 the calculation agent, 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 the calculation agent 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 the calculation agent 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.
"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.
All percentages resulting from any of the above calculations 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.

S-5
Table of Contents
Redemption
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2
The floating rate notes are not redeemable prior to maturity.
Chevron has the option to redeem the 2019 fixed rate 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 2019 fixed rate notes 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, calculated

assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate (as hereinafter defined), plus interest
accrued on the 2019 fixed rate notes being redeemed to, but not including, the redemption date.
Chevron has the option to redeem the 2020 fixed rate 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 2020 fixed rate notes 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, calculated

assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate (as hereinafter defined), plus interest
accrued on the 2020 fixed rate notes being redeemed to, but not including, the redemption date.
Prior to February 3, 2022, Chevron has the option to redeem the 2022 fixed rate 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 2022 fixed rate notes 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, calculated

assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate (as hereinafter defined), plus interest
accrued on the 2022 fixed rate notes being redeemed to, but not including, the redemption date.
On or after February 3, 2022, the 2022 fixed rate notes shall be subject to redemption, at the option of Chevron, in whole or in part, at any
time at a redemption price equal to 100% of the principal amount of the 2022 fixed rate notes being redeemed plus interest accrued on the 2022
fixed rate notes being redeemed to, but not including, the redemption date.
Prior to January 3, 2024, Chevron has the option to redeem the 2024 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 2024 notes 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, calculated

assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate (as hereinafter defined), plus interest
accrued on the 2024 notes being redeemed to, but not including, the redemption date.
On or after January 3, 2024, the 2024 notes shall be subject to redemption, at the option of Chevron, in whole or in part, at any time at a
redemption price equal to 100% of the principal amount of the 2024 notes being redeemed plus interest accrued on the 2024 notes being redeemed
to, but not including, the redemption date.

S-6
Table of Contents
"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 applicable redemption date, of the fixed rate notes of that series being
redeemed, plus

(2)
0.100% for the 2019 fixed rate notes, 0.100% for the 2020 fixed rate notes, 0.100% for the 2022 fixed rate notes, and 0.150% for the

2024 notes.
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2
If no maturity set forth under such heading exactly corresponds to the remaining term of the fixed rate 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" 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 fixed rate notes, then such other reasonably comparable
index as Chevron shall designate.
Chevron will mail notice of any redemption to each holder of fixed rate 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 fixed rate
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,
DTC 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 "depositary" as used in this prospectus supplement refers to DTC or any successor depositary.
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 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 U.S. depositary for Clearstream and JPMorgan Chase Bank,
N.A. will act as U.S. 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,

S-7
Table of Contents

· 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.
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, as amended. 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"). 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 depositary only through direct or indirect
participants.
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2
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 depositary (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 depositary or its nominee is the registered owner of a global note, the depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the notes represented 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 depositary to a nominee of the depositary or by a nominee of the depositary to the
depositary or another nominee of the depositary or by the depositary or any nominee of the depositary to a successor depositary or any nominee of
such successor depositary.
Payments of principal of and interest on the notes represented by a global note will be made to the depositary 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.

S-8
Table of Contents
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. Except for the documents specifically incorporated by reference into this prospectus supplement, information contained
on DTC's website or that can be accessed through the website does not constitute a part of this prospectus supplement. Chevron has included this
website address only as an inactive textual reference and does not intend it to be an active link to the website.
If the depositary is at any time unwilling or unable to continue as depositary and a successor depositary 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
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

424B2
global notes, in such names and in such principal amounts as the depositary 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

S-9
Table of Contents
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.
The Terms and Conditions Governing Use of Euroclear, the related Operating Procedures of Euroclear and applicable Belgian law govern
securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these terms and conditions govern transfers of securities
and cash within Euroclear, withdrawal of securities and cash from Euroclear and receipts of payments with respect to securities in Euroclear.
All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with
persons holding securities through Euroclear participants. Distributions with respect to notes held beneficially through Euroclear will be credited to
the cash accounts of Euroclear participants in accordance with Euroclear's terms and conditions, to the extent received by the Euroclear Operator
and by Euroclear.
Clearance and Settlement Procedures
Settlement for the notes will be made by the underwriters in immediately available funds.
DTC, Clearstream and Euroclear, as applicable, have advised Chevron as follows: Secondary market trading in the notes between DTC
participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds. Secondary market
trading between Clearstream customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and
https://www.sec.gov/Archives/edgar/data/93410/000119312517065889/d352412d424b2.htm[3/1/2017 5:26:17 PM]

Document Outline

#1">
- #1">