Obligation ChevCorp 2.355% ( US166764AB69 ) en USD

ChevCorp

100 % ▼

Etas-Unis

US166764AB69 ( en USD )

2.355% par an ( paiement semestriel )

04/12/2022 - Obligation échue

Prospectus brochure de l'obligation Chevron Corp US166764AB69 en USD 2.355%, échue

2 000 USD

2 000 000 000 USD

166764AB6

AA ( Haute qualité )

Aa2 ( Haute qualité )

Chevron Corporation est une grande entreprise américaine intégrée du secteur pétrolier et gazier, active dans l'exploration, la production, le raffinage, le transport et la commercialisation d'hydrocarbures à travers le monde.

L'Obligation émise par ChevCorp ( Etas-Unis ) , en USD, avec le code ISIN US166764AB69, paye un coupon de 2.355% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/12/2022

L'Obligation émise par ChevCorp ( Etas-Unis ) , en USD, avec le code ISIN US166764AB69, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par ChevCorp ( Etas-Unis ) , en USD, avec le code ISIN US166764AB69, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
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424B2 1 d443192d424b2.htm PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-184777
CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)(2)
1.104% Notes Due 2017

$2,000,000,000 $ 272,800
2.355% Notes Due 2022

$2,000,000,000 $ 272,800

TOTAL

$4,000,000,000 $ 545,600
(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 $105,800 have already been paid
with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form
S-3ASR (No. 333-165122) filed by Chevron Corporation and certain of its wholly owned subsidiaries on March 1,
2010, and have been carried forward. Al of unused filing fees are used to offset a portion of the registration fee
due for this offering, leaving $439,800 of additional registration fees paid in respect to this offering.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 6, 2012

$4,000,000,000
$2,000,000,000 1.104% Notes Due 2017
$2,000,000,000 2.355% Notes Due 2022
The 2017 notes wil mature on December 5, 2017 and the 2022 notes wil mature on December 5, 2022. Chevron
Corporation wil pay interest on each series of the notes on June 5 and December 5 of each year starting on June 5,
2013. Chevron wil have the right to redeem the notes in whole or in part at any time prior to maturity at the redemption
prices described in this prospectus supplement.

Price to
Underwriting
Proceeds to

Public(1)

Commission
Chevron

Per 2017 note

100%

0.25%

99.75%

Total

$2,000,000,000
$5,000,000
$1,995,000,000
Per 2022 note

100%

0.30%

99.70%

Total

$2,000,000,000
$6,000,000
$1,994,000,000
(1) Plus accrued interest, if any, from December 5, 2012.
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.
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, 2012, which is incorporated by reference herein,
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 wil be made through the facilities of The Depository Trust Company, including its participants Clearstream
Banking, société anonyme, Luxembourg or Euroclear Bank S.A./N.V., as operator of the Euroclear System, against
payment in New York, New York on or about December 5, 2012, which is the fifth business day fol owing the date of this
prospectus supplement (this settlement cycle being referred to as "T+5"). Under Rule 15c6-1 of the Securities Exchange
Act of 1934, as amended, trades in the secondary market general y are required to settle in three business days, unless
the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of
this prospectus supplement or the next succeeding business day wil be required, by virtue of the fact that the notes
initial y wil settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed
settlement and should consult their own advisors.

Joint Book-Running Managers

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BARCLAYS

J.P. MORGAN

MORGAN STANLEY
BofA MERRILL LYNCH
WELLS FARGO SECURITIES

Co-Managers

BNP PARIBAS

CITIGROUP
DEUTSCHE BANK SECURITIES
GOLDMAN, SACHS & CO.

HSBC

BANCA IMI
MITSUBISHI UFJ SECURITIES
MIZUHO SECURITIES

RAMIREZ & CO., INC.

RBC CAPITAL MARKETS RBS
SIEBERT CAPITAL MARKETS

SOCIETE GENERALE

STANDARD CHARTERED BANK

THE WILLIAMS CAPITAL GROUP, L.P.
The date of this prospectus supplement is November 28, 2012.
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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-9

Underwriting
S-13
Legal Opinions
S-16
Prospectus

About This Prospectus
3

Where You Can Find More Information
3

Information Incorporated by Reference
3

Chevron Corporation
4

Use of Proceeds
4

Cautionary Statement Relevant to Forward-Looking Information
4

Description of the Securities
5

Description of the Indenture
6

Plan of Distribution
11

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. 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-13 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 ful y
integrated petroleum operations, chemicals operations, mining operations, power generation and energy services.
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 project.
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 Bol inger Canyon Road, San Ramon, California 94583 (telephone:
(925) 842-1000).
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission al ows 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 wil
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, 2011.

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

and Exchange Commission on April 12, 2012 and incorporated into Part III of Chevron's Annual Report on
Form 10-K for the year ended December 31, 2011.

· Chevron's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012; June 30, 2012; and

September 30, 2012.

· Chevron's Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 27,

2012 (reporting under Item 5.02); March 29, 2012; June 4, 2012; and October 3, 2012.
Upon written or oral request, Chevron wil 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 al 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 Bol inger 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. Al 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
specifical y 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 wil be used for general corporate purposes, including refinancing a
portion of Chevron's existing commercial paper borrowings and redeeming all of Chevron's outstanding 3.950% Notes
due 2014. As of October 31, 2012, the outstanding amount of Chevron's commercial paper borrowings was
approximately $6.1 bil ion, the weighted average interest rate on outstanding borrowings under the commercial paper
program was approximately 0.13% per annum and the average maturity on outstanding borrowings under the
commercial paper program was 26 days. As of October 31, 2012, the outstanding principal amount of the 3.950% Notes
due 2014 was $2 bil ion, which mature on March 3, 2014.
DESCRIPTION OF THE NOTES
General
The 1.104% Notes due 2017, referred to as the "2017 notes" and the 2.355% Notes due 2022, referred to as the
"2022 notes" are being issued under an Indenture dated as of June 15, 1995 between Chevron and Wel s Fargo Bank,
National Association, as trustee. Provisions of the indenture are more ful y described under "Description of the
Indenture," commencing on page 6 of the accompanying prospectus. The 2017 notes and the 2022 notes, referred
collectively as the "notes," original y wil be issued in ful y registered book-entry form and each series of notes wil 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 or integral multiples of $1,000 thereof.
The 2017 notes wil mature on December 5, 2017 and the 2022 notes wil mature on December 5, 2022. Interest on
the notes wil accrue from December 5, 2012 and wil be payable on June 5, 2013 and on each December 5 and June 5
thereafter. Interest on each note wil be computed on the basis of a 360-day year of twelve 30-day months. Payments of
interest and principal on the notes wil 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, al
payments of principal and interest on the notes wil be made by the trustee to the depository or its nominee in
immediately available funds.

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Redemption
Prior to November 5, 2017, Chevron has the option to redeem the 2017 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 2017 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 notes being
redeemed to the redemption date.
On or after November 5, 2017, the 2017 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 2017 notes being redeemed plus
interest accrued on the 2017 notes being redeemed to the redemption date.
Prior to September 5, 2022, Chevron has the option to redeem the 2022 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 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 notes being
redeemed to the redemption date.
On or after September 5, 2022, the 2022 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 notes being redeemed plus
interest accrued on the 2022 notes being redeemed to the redemption date.
"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 notes of that series being redeemed, plus

(2) 0.075% for the 2017 notes and 0.120% for the 2022 notes.
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 wil be calculated as described in the preceding sentence, and the Adjusted Treasury Rate wil
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

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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 shal designate.
Chevron wil 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 wil cease to
accrue on the notes or portions thereof cal ed for redemption.
Book-Entry System
The notes of each series wil be issued in the form of one or more ful y registered global notes which wil 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 wil 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 wil 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 wil hold such interests in customers' securities accounts in the depositaries' names
on the books of DTC. Citibank, N.A. wil act as depositary for Clearstream and JPMorgan Chase Bank, N.A. wil act as
depositary for Euroclear.
Neither Chevron nor the trustee wil 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.
The Depository Trust Company
DTC has advised Chevron as fol ows: 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 whol y-owned subsidiary of The
Depository Trust & Clearing Corporation. DTCC is the

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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
beneficial y 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 wil 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 wil be designated
by the underwriters. Ownership of beneficial interests in notes represented by the global notes wil be limited to
participants or persons that hold interests through participants. Ownership of such beneficial interests in notes wil be
shown on, and the transfer of that ownership wil 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, wil 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 wil not be entitled to
have the notes represented by a global note registered in their names, wil not receive or be entitled to receive physical
delivery of such notes in definitive form and wil 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 wil 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 wil 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 wil 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 wil 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 wil be governed by arrangements among
them, subject to any statutory and regulatory requirements as may be in effect from time to time.

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So long as the notes are outstanding in the form of global notes registered in the name of DTC or its nominee Cede &
Co.,

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

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

Cede & Co. and

· al 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 wil 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.
If the depository is at any time unwil ing or unable to continue as depository and a successor depository is not
appointed by Chevron within 90 days, Chevron wil 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 wil issue individual notes in definitive form in exchange for the global notes.
In either instance, Chevron wil 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 wil be issued
as ful y 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 international y 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 beneficial y through Clearstream wil 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

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