Filed Pursuant to Rule 433
Registration Statement No. 333-184777
November 10, 2014
Final Term Sheet
Floating Rate Notes Due 2016
Dated November 10, 2014
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $700,000,000 | |
| Maturity Date: | November 9, 2016 | |
| Interest Payment Dates: | February 9, May 9, August 9 and November 9 of each year, commencing February 9, 2015 | |
| Initial Interest Rate: | Three-month LIBOR, determined as of two London Business Days prior to the original issue plus 10 bps | |
| Interest Reset Periods: | Quarterly | |
| Interest Rate Determination: | Three-month LIBOR plus 10 bps, determined as of the applicable interest determination date | |
| Interest Determination Date: | Two London Business Days prior to the first day of the related interest period | |
| London Business Day: | With respect to the notes, a “London Business Day” is any day on which dealings in United States dollars are transacted on the London interbank market. | |
| Day Count Convention: | Actual/360 | |
| Calculation Agent: | Wells Fargo Bank, N.A., or its successor appointed by the Company | |
| Price to Public: | Per Note: 100%; Total: $700,000,000 | |
| Redemption: | The Floating Rate Notes Due 2016 shall not be redeemable prior to their maturity | |
| Trade Date: | November 10, 2014 | |
| Settlement Date:** | November 18, 2014 (T+5) | |
| CUSIP / ISIN: | 166764 AJ9 / US166764AJ95 | |
| Concurrent Debt Offerings: | The issuer is also offering $1,100,000,000 of its 1.345% Notes Due 2017, $650,000,000 of its Floating Rate Notes Due 2017, $750,000,000 of its 2. 193% Notes Due 2019, $400,000,000 of its Floating Rate Notes Due 2019 and $400,000,000 of its Floating Rate Notes Due 2021 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Barclays Capital Inc. Goldman, Sachs & Co. Wells Fargo Securities, LLC | |
| Co-Managers: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC SG Americas Securities, LLC Standard Chartered Bank | |
** 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 term sheet 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.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by J.P. Morgan Securities LLC collect at 1-212-834-4533; calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
Final Term Sheet
1.345% Notes Due 2017
Dated November 10, 2014
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $1,100,000,000 | |
| Maturity Date: | November 15, 2017 | |
| Coupon: | 1.345% | |
| Interest Payment Dates: | May 15 and November 15 of each year, commencing May 15, 2015 | |
| Benchmark Treasury: | 0.875% due October 15, 2017 | |
| Benchmark Treasury Yield: | 0.970% | |
| Spread to Benchmark Treasury: | +37.5 bps | |
| Yield to Maturity: | 1.345% | |
| Price to Public: | Per Note: 100%; Total: $1,100,000,000 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 10 bps | |
| Trade Date: | November 10, 2014 | |
| Settlement Date:** | November 18, 2014 (T+5) | |
| CUSIP / ISIN: | 166764 AL4 / US166764AL42 | |
| Concurrent Debt Offerings: | The issuer is also offering $700,000,000 of its Floating Rate Notes Due 2016, $650,000,000 of its Floating Rate Notes Due 2017, $750,000,000 of its 2.193% Notes Due 2019, $400,000,000 of its Floating Rate Notes Due 2019 and $400,000,000 of its Floating Rate Notes Due 2021 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Barclays Capital Inc. Goldman, Sachs & Co. Wells Fargo Securities, LLC | |
| Co-Managers: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. Deutsche Bank Securities Inc. | |
| HSBC Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC SG Americas Securities, LLC Standard Chartered Bank |
** 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 term sheet 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.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
Final Term Sheet
Floating Rate Notes Due 2017
Dated November 10, 2014
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $650,000,000 | |
| Maturity Date: | November 15, 2017 | |
| Interest Payment Dates: | February 15, May 15, August 15 and November 15 of each year, commencing February 17, 2015 | |
| Initial Interest Rate: | Three-month LIBOR, determined as of two London Business Days prior to the original issue plus 17 bps | |
| Interest Reset Periods: | Quarterly | |
| Interest Rate Determination: | Three-month LIBOR plus 17 bps, determined as the applicable interest determination date | |
| Interest Determination Date: | Two London Business Days prior to the first day of the related interest period | |
| London Business Day: | With respect to the notes, a “London Business Day” is any day on which dealings in United States dollars are transacted on the London interbank market. | |
| Day Count Convention: | Actual/360 | |
| Calculation Agent: | Wells Fargo Bank, N.A., or its successor appointed by the Company | |
| Price to Public: | Per Note: 100%; Total: $650,000,000 | |
| Redemption: | The Floating Rate Notes Due 2017 shall not be redeemable prior to their maturity | |
| Trade Date: | November 10, 2014 | |
| Settlement Date:** | November 18, 2014 (T+5) | |
| CUSIP / ISIN: | 166764 AK6 / US166764AK68 | |
| Concurrent Debt Offerings: | The issuer is also offering $700,000,000 of its Floating Rate Notes Due 2016, $1,100,000,000 of its 1.345% Notes Due 2017, $750,000,000 of its 2.193% Notes Due 2019, $400,000,000 of its Floating Rate Notes Due 2019 and $400,000,000 of its Floating Rate Notes Due 2021 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Barclays Capital Inc. Goldman, Sachs & Co. Wells Fargo Securities, LLC | |
| Co-Managers: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC SG Americas Securities, LLC Standard Chartered Bank | |
** 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 term sheet 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.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
Final Term Sheet
2.193% Notes Due 2019
Dated November 10, 2014
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $750,000,000 | |
| Maturity Date: | November 15, 2019 | |
| Coupon: | 2.193% | |
| Interest Payment Dates: | May 15 and November 15 of each year, commencing May 15, 2015 | |
| Benchmark Treasury: | 1.500% due October 31, 2019 | |
| Benchmark Treasury Yield: | 1.643% | |
| Spread to Benchmark Treasury: | +55 bps | |
| Yield to Maturity: | 2.193% | |
| Price to Public: | Per Note: 100%; Total: $750,000,000 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 10 bps
Par call: On or after October 15, 2019 | |
| Trade Date: | November 10, 2014 | |
| Settlement Date:** | November 18, 2014 (T+5) | |
| CUSIP / ISIN: | 166764 AN0 / US166764AN08 | |
| Concurrent Debt Offerings: | The issuer is also offering $700,000,000 of its Floating Rate Notes Due 2016, $1,100,000,000 of its 1.345% Notes Due 2017, $650,000,000 of its Floating Rate Notes Due 2017, $400,000,000 of its Floating Rate Notes Due 2019 and $400,000,000 of its Floating Rate Notes Due 2021 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Barclays Capital Inc. Goldman, Sachs & Co. Wells Fargo Securities, LLC | |
| Co-Managers: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. Mitsubishi UFJ Securities (USA), Inc. | |
| RBS Securities Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC SG Americas Securities, LLC Standard Chartered Bank |
** 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 term sheet 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.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
Final Term Sheet
Floating Rate Notes Due 2019
Dated November 10, 2014
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $400,000,000 | |
| Maturity Date: | November 15, 2019 | |
| Interest Payment Dates: | February 15, May 15, August 15 and November 15 of each year, commencing February 17, 2015 | |
| Initial Interest Rate: | Three-month LIBOR, determined as of two London Business Days prior to the original issue plus 41 bps | |
| Interest Reset Periods: | Quarterly | |
| Interest Rate Determination: | Three-month LIBOR plus 41 bps, determined as of the applicable interest determination date | |
| Interest Determination Date: | Two London Business Days prior to the first day of the related interest period | |
| London Business Day: | With respect to the notes, a “London Business Day” is any day on which dealings in United States dollars are transacted on the London interbank market. | |
| Day Count Convention: | Actual/360 | |
| Calculation Agent: | Wells Fargo Bank, N.A., or its successor appointed by the Company | |
| Price to Public: | Per Note: 100%; Total: $400,000,000 | |
| Redemption: | The Floating Rate Notes Due 2019 shall not be redeemable prior to their maturity | |
| Trade Date: | November 10, 2014 | |
| Settlement Date:** | November 18, 2014 (T+5) | |
| CUSIP / ISIN: | 166764 AM2 / US166764AM25 | |
| Concurrent Debt Offerings: | The issuer is also offering $700,000,000 of its Floating Rate Notes Due 2016, $1,100,000,000 of its 1.345% Notes Due 2017, $650,000,000 of its Floating Rate Notes Due 2017, $750,000,000 of its 2.193% Notes Due 2019 and $400,000,000 of its Floating Rate Notes Due 2021 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Barclays Capital Inc. Goldman, Sachs & Co. Wells Fargo Securities, LLC | |
| Co-Managers: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC SG Americas Securities, LLC Standard Chartered Bank | |
** 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 term sheet 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.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
Final Term Sheet
Floating Rate Notes Due 2021
Dated November 10, 2014
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $400,000,000 | |
| Maturity Date: | November 15, 2021 | |
| Interest Payment Dates: | February 15, May 15, August 15 and November 15 of each year, commencing February 17, 2015 | |
| Initial Interest Rate: | Three-month LIBOR, determined as of two London Business Days prior to the original issue plus 53 bps | |
| Interest Reset Periods: | Quarterly | |
| Interest Rate Determination: | Three-month LIBOR plus 53 bps, determined as of the applicable interest determination date | |
| Interest Determination Date: | Two London Business Days prior to the first day of the related interest period | |
| London Business Day: | With respect to the notes, a “London Business Day” is any day on which dealings in United States dollars are transacted on the London interbank market. | |
| Day Count Convention: | Actual/360 | |
| Calculation Agent: | Wells Fargo Bank, N.A., or its successor appointed by the Company | |
| Price to Public: | Per Note: 100%; Total: $400,000,000 | |
| Redemption: | The Floating Rate Notes Due 2021 shall not be redeemable prior to their maturity | |
| Trade Date: | November 10, 2014 | |
| Settlement Date:** | November 18, 2014 (T+5) | |
| CUSIP / ISIN: | 166764 AP5 / US166764AP55 | |
| Concurrent Debt Offerings: | The issuer is also offering $700,000,000 of its Floating Rate Notes Due 2016, $1,100,000,000 of its 1.345% Notes Due 2017, $650,000,000 of its Floating Rate Notes Due 2017, $750,000,000 of its 2.193% Notes Due 2019 and $400,000,000 of its Floating Rate Notes Due 2019 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Barclays Capital Inc. Goldman, Sachs & Co. Wells Fargo Securities, LLC | |
| Co-Managers: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC SG Americas Securities, LLC Standard Chartered Bank | |
** 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 term sheet 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.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.