Obligation Chevrol 1.961% ( US166764AR12 ) en USD

Chevrol

100 % ⇌

Etas-Unis

US166764AR12 ( en USD )

1.961% par an ( paiement semestriel )

03/03/2020 - Obligation échue

Prospectus brochure de l'obligation Chevron US166764AR12 en USD 1.961%, échue

2 000 USD

1 750 000 000 USD

166764AR1

N/A

Chevron Corporation est une grande entreprise pétrolière et gazière intégrée américaine, active dans l'exploration, la production, le raffinage, le transport et la commercialisation de produits énergétiques à travers le monde.

L'Obligation émise par Chevrol ( Etas-Unis ) , en USD, avec le code ISIN US166764AR12, paye un coupon de 1.961% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/03/2020

424B2
424B2 1 d878867d424b2.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 -1 8 4 7 7 7
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 )
Floating Rate Notes due 2017

$ 900,000,000

$104,580
1.365% Notes due 2018

$1,750,000,000

$203,350
Floating Rate Notes due 2018

$ 550,000,000

$ 63,910
1.961% Notes due 2020

$1,750,000,000

$203,350
Floating Rate Notes due 2022

$ 350,000,000

$ 40,670
2.411% Notes due 2022

$ 700,000,000

$ 81,340
TOTAL

$6,000,000,000

$697,200

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECT U S SU PPLEM EN T T O PROSPECT U S DAT ED N OV EM BER 6 , 2 0 1 2
$ 6 ,0 0 0 ,0 0 0 ,0 0 0
Che vron Corpora t ion
$ 9 0 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s Due 2 0 1 7
$ 5 5 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s Due 2 0 1 8
$ 1 ,7 5 0 ,0 0 0 ,0 0 0 1 .3 6 5 % N ot e s Due 2 0 1 8
$ 1 ,7 5 0 ,0 0 0 ,0 0 0 1 .9 6 1 % N ot e s Due 2 0 2 0
$ 3 5 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s Due 2 0 2 2
$ 7 0 0 ,0 0 0 ,0 0 0 2 .4 1 1 % N ot e s Due 2 0 2 2
We are offering $900,000,000 aggregate principal amount of our Floating Rate Notes due 2017 (the "2017 floating rate notes"), $550,000,000 aggregate principal
amount of our Floating Rate Notes due 2018 (the "2018 floating rate notes"), $1,750,000,000 aggregate principal amount of our 1.365% Notes due 2018 (the "2018 fixed
rate notes" and together with the 2018 floating rate notes, the "2018 notes"), $1,750,000,000 aggregate principal amount of our 1.961% Notes Due 2020 (the "2020 fixed
rate notes"), $350,000,000 aggregate principal amount of our Floating Rate Notes due 2022 (the "2022 floating rate notes") and $700,000,000 aggregate principal amount
of our 2.411% Notes Due 2022 (the "2022 fixed rate notes" and together with the 2022 floating rate notes, the "2022 notes"). We refer to the 2017 floating rate notes, the
2018 floating rate notes and the 2022 floating rate notes collectively as the "floating rate notes", and the 2018 fixed rate notes, the 2020 fixed rate notes and the 2022
fixed rate notes collectively as the "fixed rate notes". We refer to the fixed rate notes and the floating rate notes collectively as the "notes".
The 2017 floating rate notes will mature on February 22, 2017, the 2018 floating rate notes will mature on March 2, 2018, the 2018 fixed rate notes will mature on
March 2, 2018, the 2020 fixed rate notes will mature on March 3, 2020, the 2022 floating rate notes will mature on March 3, 2022 and the 2022 fixed rate notes will
mature on March 3, 2022. Chevron Corporation will pay interest on (i) the 2017 floating rate notes February 22, May 22, August 22 and November 22 of each year,
commencing May 22, 2015, (ii) the 2018 floating rate notes March 2, June 2, September 2 and December 2 of each year, commencing June 2, 2015, (iii) the 2018 fixed
rate notes March 2 and September 2 of each year, commencing September 2, 2015, (iv) the 2020 fixed rate notes March 3 and September 3 of each year, commencing
September 3, 2015, (v) the 2022 floating rate notes March 3, June 3, September 3 and December 3 of each year, commencing June 3, 2015 and (vi) the 2022 fixed rate
notes March 3 and September 3 of each year, commencing September 3, 2015.
The 2017 floating rate notes will bear interest at a floating rate equal to three-month London Interbank Offered Rate ("LIBOR") plus 0.10%, the 2018 floating rate notes
will bear interest at a floating rate equal to LIBOR plus 0.17% and the 2022 floating rate notes will bear interest at a floating rate equal to LIBOR plus 0.53%. Chevron
Corporation 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
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
supplement. Any floating rate notes will not be redeemable prior to maturity.

Proc e e ds
Be fore
Pric e t o
U nde rw rit ing
Ex pe nse s t o

Public (1 )

Com m ission
Che vron

Per 2017 Floating Rate Note

100.00%

0.08%

99.92%
Total

$ 900,000,000
$
720,000
$ 899,280,000
Per 2018 Floating Rate Note

100.00%

0.10%

99.90%
Total

$ 550,000,000
$
550,000
$ 549,450,000
Per 2018 Fixed Rate Note

100.00%

0.10%

99.90%
Total

$1,750,000,000
$
1,750,000
$1,748,250,000
Per 2020 Fixed Rate Note

100.00%

0.12%

99.88%
Total

$1,750,000,000
$
2,100,000
$1,747,900,000
Per 2022 Floating Rate Note

100.00%

0.15%

99.85%
Total

$ 350,000,000
$
525,000
$ 349,475,000
Per 2022 Fixed Rate Note

100.00%

0.15%

99.85%
Total

$ 700,000,000
$
1,050,000
$ 698,950,000
(1) Plus accrued interest, if any, from March 3, 2015.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s, or
de t e rm ine d t ha t t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us t o w hic h it re la t e s is t rut hful or c om ple t e . Any re pre se nt a t ion
t o t he c ont ra ry is a c rim ina l offe nse .
I nve st ing in t he not e s involve s risk s. Se e "I t e m 1 A. Risk Fa c t ors" in our Annua l Re port on Form 1 0 -K , file d w it h t he Se c urit ie s a nd Ex c ha nge
Com m ission on Fe brua ry 2 0 , 2 0 1 5 , w hic h is inc orpora t e d by re fe re nc e he re in, a nd t he "Risk Fa c t ors " se c t ion on pa ge S -2 for a disc ussion of
fa c t ors you should c onside r c a re fully be fore inve st ing in t he not e s.
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 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, 2015, which is the fifth business day following the date of this prospectus supplement (the
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 generally 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 will be required, by virtue of the fact that the notes initially will 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

BofA M ERRI LL LY N CH

BARCLAY S

WELLS FARGO SECU RI T I ES
GOLDM AN , SACH S & CO.

J .P. M ORGAN

M ORGAN ST AN LEY
Co-Managers

BN P PARI BAS

CI T I GROU P

M U FG

RBS
DEU T SCH E BAN K SECU RI T I ES H SBC M I Z U H O SECU RI T I ES RBC CAPI T AL M ARK ET S SOCI ET E GEN ERALE ST AN DARD CH ART ERED BAN K
BLAY LOCK BEAL V AN , LLC
M I SCH LER FI N AN CI AL GROU P, I N C.
The date of this prospectus supplement is February 24, 2015.
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
Chevron Corporation
S-1
Information Incorporated by Reference
S-1
Where You Can Find More Information
S-2
Risk Factors
S-2
Use of Proceeds
S-3
Description of the Notes
S-3
Certain United States Federal Tax Considerations
S-11
Underwriting
S-15
Legal Opinions
S-19
Prospe c t us

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

12
Legal Matters

12
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
Experts

12
We a re re sponsible for t he inform a t ion c ont a ine d in or inc orpora t e d by re fe re nc e in t his prospe c t us
supple m e nt a nd t he a c c om pa nying prospe c t us. Che vron ha s not , a nd t he U nde rw rit e rs ha ve not , a ut horize d
a nyone t o provide you w it h diffe re nt inform a t ion. T he inform a t ion c ont a ine d or inc orpora t e d by re fe re nc e in
t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us is c urre nt only a s t o t he da t e a ppe a ring a t
t he bot t om of t he c ove r of t hose re spe c t ive doc um e nt s.
T he not e s a re be ing offe re d globa lly for sa le in t hose jurisdic t ions in t he U nit e d St a t e s, Europe , Asia a nd
e lse w he re w he re it is la w ful t o m a k e suc h offe rs. T he dist ribut ion of t his prospe c t us supple m e nt a nd t he
a c c om pa nying prospe c t us a nd t he offe ring of t he not e s in som e jurisdic t ions m a y be re st ric t e d by la w . I f
you posse ss t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us, you should find out a bout a nd
obse rve t he se re st ric t ions. T his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us a re not a n offe r
t o se ll t he se se c urit ie s a nd a re not solic it ing a n offe r t o buy t he se se c urit ie s in a ny jurisdic t ion w he re t he
offe r or sa le is not pe rm it t e d or w he re t he pe rson m a k ing t he offe r or sa le is not qua lifie d t o do so or t o a ny
pe rson t o w hom it is not pe rm it t e d t o m a k e suc h offe r or sa le . Se e "U nde rw rit ing" c om m e nc ing on pa ge S -
1 5 of t his prospe c t us supple m e nt for m ore inform a t ion.

S-i
Table of Contents
CH EV RON CORPORAT I ON
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, and power 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 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).
I N FORM AT I ON I N CORPORAT ED BY REFEREN CE
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, 2014.

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

Exchange Commission on April 10, 2014 and incorporated into Part III of Chevron's Annual Report on Form 10-K for the
year ended December 31, 2013.

· Chevron's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2015.
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
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
Attention: Corporate Finance
Telephone: (925) 842-8049

S-1
Table of Contents
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
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.
RI SK FACT ORS
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 20, 2015, which is incorporated by reference herein, as well as the risk 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, 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 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.

S-2
Table of Contents
U SE 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, 2014, the outstanding amount of Chevron's commercial
paper borrowings was approximately $8.5 billion, the weighted average interest rate on outstanding borrowings under the
commercial paper program was approximately 0.12% per annum and the average maturity on outstanding borrowings under the
commercial paper program was 42 days.
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
DESCRI PT I ON OF T H E N OT ES
Ge ne ra l
The notes are being issued under an indenture dated as of June 15, 1995 (the "indenture") between Chevron and Wells Fargo
Bank, National Association, as trustee. Provisions of the indenture are more fully described under "Description of the Indenture,"
commencing on page 6 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 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 in excess
thereof.
The 2017 floating rate notes will mature on February 22, 2017, the 2018 floating rate notes will mature on March 2, 2018, the
2018 fixed rate notes will mature on March 2, 2018, the 2020 fixed rate notes will mature on March 3, 2020, the 2022 floating rate
notes will mature on March 3, 2022 and the 2022 fixed rate notes will mature on March 3, 2022.
I nt e re st
The notes will bear interest from March 3, 2015.
Fixed Rate Notes
Interest on the 2018 fixed rate notes will be payable commencing September 2, 2015 and on each March 2 and September 2
thereafter. Interest on the 2020 fixed rate notes and the 2022 fixed rate notes will be payable commencing September 3, 2015 and
on each March 3 and September 3 thereafter. 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 depository 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 0.10% for the 2017 floating rate notes, plus 0.17% for the 2018
floating rate notes and plus 0.53% 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

S-3
Table of Contents
the 2017 floating rate notes will be payable quarterly on February 22, May 22, August 22 and November 22 of each year,
commencing May 22, 2015. Interest on the 2018 floating rate notes will be payable quarterly on March 2, June 2, September 2 and
December 2 of each year, commencing June 2, 2015. Interest on the 2022 floating rate notes will be payable quarterly on March 3,
June 3, September 3 and December 3 of each year, commencing June 3, 2015. An interest period is the period commencing on an
interest payment date (or, in the case of the initial interest period, commencing on March 3, 2015) and ending on the day
preceding the next interest payment date. The initial interest period for the 2017 floating rate notes is March 3, 2015 through
May 21, 2015. The initial interest period for the 2018 floating rate notes is March 3, 2015 through June 1, 2015. The initial interest
period for the 2022 floating rate notes is March 3, 2015 through June 2, 2015. 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 February 27, 2015. If any interest payment date falls on a date that is not a
business day, the payment will be made on the next business day, except that if that business day is in the immediately
succeeding calendar month, the interest payment will be made on the next preceding business day, in each case with interest
accruing to the applicable interest payment date (as so adjusted). Payments of interest and principal on the floating rate notes will
be made to the persons in whose name the notes are registered on the date which is fifteen days prior to the relevant interest
payment date. Interest on the floating rate notes will be calculated on the basis of the actual number of days in each quarterly
interest period and a 360-day year. As long as the floating rate notes are in the form of global notes, all payments of principal and
interest on the notes will be made by the trustee to the depository or its nominee in immediately available funds.
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
"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.

S-4
Table of Contents
"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.
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.
Re de m pt ion
The floating rate notes are not redeemable prior to maturity.
Chevron has the option to redeem the 2018 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 2018 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 2018 fixed rate notes being redeemed to, but not including,
the redemption date.
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
Prior to February 3, 2020, 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.
On or after February 3, 2020, the 2020 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 2020 fixed rate notes being redeemed plus
interest accrued on the 2020 fixed rate notes being redeemed to, but not including, the redemption date.

S-5
Table of Contents
Prior to January 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 January 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.
"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)
0.075% for the 2018 fixed rate notes, 0.075% for the 2020 fixed rate notes and 0.10% for the 2022 fixed rate notes.
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(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 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 -Ent ry Syst e m
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 "depository" as used in this prospectus supplement refers to DTC or any successor
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
depository.

S-6
Table of Contents
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,

· 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 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).

S-7
Table of Contents
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 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
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
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.

S-8
Table of Contents
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 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
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

424B2
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.

S-9
Table of Contents
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.
Cle a ra nc e a nd Se t t le m e nt Proc e dure s
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 operating procedures of Clearstream and Euroclear and will be settled using the
procedures applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly
through Clearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on
behalf of the relevant European international clearing system by the U.S. depositary; however, such cross-market transactions will
require delivery of instructions to the relevant European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines (European time). The relevant European international
clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to
effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not
deliver instructions directly to their U.S. depositaries.
Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and dated the business day following the DTC
http://www.sec.gov/Archives/edgar/data/93410/000119312515063368/d878867d424b2.htm[2/26/2015 12:22:28 PM]

Document Outline

#1">
- #1">