Filed Pursuant to Rule 433
Registration Statement No. 333-184777
February 24, 2015
Final Term Sheet
Floating Rate Notes Due 2017
Dated February 24, 2015
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $900,000,000 | |
| Maturity Date: | February 22, 2017 | |
| Interest Payment Dates: | February 22, May 22, August 22 and November 22 of each year, commencing May 22, 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 two London Business Days on 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: $900,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$899,280,000 | |
| Redemption: | The Floating Rate Notes Due 2017 shall not be redeemable prior to their maturity | |
| Trade Date: | February 24, 2015 | |
| Settlement Date:** | March 3, 2015 (T+5) | |
| CUSIP / ISIN: | 166764 AS9 / US166764AS94 | |
| Concurrent Debt Offerings: | The issuer is also offering $1,750,000,000 of its 1.365% Notes Due 2018, $550,000,000 of its Floating Rate Notes Due 2018, $1,750,000,000 of its 1.961% Notes Due 2020, $700,000,000 of its 2.411% Notes Due 2022 and $350,000,000 of its Floating Rate Notes Due 2022 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & Co. 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 Blaylock Beal Van, LLC Mischler Financial Group, Inc. | |
| ** | 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 and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Wells Fargo Securities, LLC at 1-800-645-3751. |
Final Term Sheet
1.365% Notes Due 2018
Dated February 24, 2015
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $1,750,000,000 | |
| Maturity Date: | March 2, 2018 | |
| Coupon: | 1.365% | |
| Interest Payment Dates: | March 2 and September 2 of each year, commencing September 2, 2015 | |
| Benchmark Treasury: | 1.000% due February 15, 2018 | |
| Benchmark Treasury Yield: | 0.965% | |
| Spread to Benchmark Treasury: | +40 bps | |
| Yield to Maturity: | 1.365% | |
| Price to Public: | Per Note: 100%; Total: $1,750,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$1,748,250,000 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 7.5 bps | |
| Trade Date: | February 24, 2015 | |
| Settlement Date:** | March 3, 2015 (T+5) | |
| CUSIP / ISIN: | 166764 AV2 / US166764AV24 | |
| Concurrent Debt Offerings: | The issuer is also offering $900,000,000 of its Floating Rate Notes Due 2017, $550,000,000 of its Floating Rate Notes Due 2018, $1,750,000,000 of its 1.961% Notes Due 2020, $700,000,000 of its 2.411% Notes Due 2022 and $350,000,000 of its Floating Rate Notes Due 2022 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & Co. 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 Blaylock Beal Van, LLC Mischler Financial Group, Inc. |
| ** | 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 and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Wells Fargo Securities, LLC at 1-800-645-3751.
Final Term Sheet
Floating Rate Notes Due 2018
Dated February 24, 2015
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $550,000,000 | |
| Maturity Date: | March 2, 2018 | |
| Interest Payment Dates: | March 2, June 2, September 2 and December 2 of each year, commencing June 2, 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 of two London Business Days on 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: $550,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$549,450,000 | |
| Redemption: | The Floating Rate Notes Due 2018 shall not be redeemable prior to their maturity | |
| Trade Date: | February 24, 2015 | |
| Settlement Date:** | March 3, 2015 (T+5) | |
| CUSIP / ISIN: | 166764 AW0 / US166764AW07 | |
| Concurrent Debt Offerings: | $900,000,000 of its Floating Rate Notes Due 2017, $1,750,000,000 of its 1.365% Notes Due 2018, $1,750,000,000 of its 1.961% Notes Due 2020, $700,000,000 of its 2.411% Notes Due 2022 and $350,000,000 of its Floating Rate Notes Due 2022 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & Co. 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 Blaylock Beal Van, LLC Mischler Financial Group, Inc. | |
| ** | 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 and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Wells Fargo Securities, LLC at 1-800-645-3751.
Final Term Sheet
1.961% Notes Due 2020
Dated February 24, 2015
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $1,750,000,000 | |
| Maturity Date: | March 3, 2020 | |
| Coupon: | 1.961% | |
| Interest Payment Dates: | March 3 and September 3 of each year, commencing September 3, 2015 | |
| Benchmark Treasury: | 1.250% due January 31, 2020 | |
| Benchmark Treasury Yield: | 1.461% | |
| Spread to Benchmark Treasury: | +50 bps | |
| Yield to Maturity: | 1.961% | |
| Price to Public: | Per Note: 100%; Total: $1,750,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$1,747,900,000 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 7.5 bps
Par call: On or after February 3, 2020 | |
| Trade Date: | February 24, 2015 | |
| Settlement Date:** | March 3, 2015 (T+5) | |
| CUSIP / ISIN: | 166764 AR1 / US166764AR12 | |
| Concurrent Debt Offerings: | $900,000,000 of its Floating Rate Notes Due 2017, $1,750,000,000 of its 1.365% Notes Due 2018, $550,000,000 of its Floating Rate Notes Due 2018, $700,000,000 of its 2.411% Notes Due 2022 and $350,000,000 of its Floating Rate Notes Due 2022 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & Co. 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 Blaylock Beal Van, LLC Mischler Financial Group, Inc. |
| ** | 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 and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Wells Fargo Securities, LLC at 1-800-645-3751.
Final Term Sheet
2.411% Notes Due 2022
Dated February 24, 2015
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $700,000,000 | |
| Maturity Date: | March 3, 2022 | |
| Coupon: | 2.411% | |
| Interest Payment Dates: | March 3 and September 3 of each year, commencing September 3, 2015 | |
| Benchmark Treasury: | 1.500% due January 31, 2022 | |
| Benchmark Treasury Yield: | 1.786% | |
| Spread to Benchmark Treasury: | +62.5 bps | |
| Yield to Maturity: | 2.411% | |
| Price to Public: | Per Note: 100%; Total: $700,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$698,950,000 | |
| 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 January 3, 2022 | |
| Trade Date: | February 24, 2015 | |
| Settlement Date:** | March 3, 2015 (T+5) | |
| CUSIP / ISIN: | 166764 AT7 / US166764AT77 | |
| Concurrent Debt Offerings: | $900,000,000 of its Floating Rate Notes Due 2017, $1,750,000,000 of its 1.365% Notes Due 2018, $550,000,000 of its Floating Rate Notes Due 2018, $1,750,000,000 of its 1.961% Notes Due 2020 and $350,000,000 of its Floating Rate Notes Due 2022 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & Co. 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 Blaylock Beal Van, LLC Mischler Financial Group, Inc. |
| ** | 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 and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Wells Fargo Securities, LLC at 1-800-645-3751.
Final Term Sheet
Floating Rate Notes Due 2022
Dated February 24, 2015
| Issuer: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $350,000,000 | |
| Maturity Date: | March 3, 2022 | |
| Interest Payment Dates: | March 3, June 3, September 3 and December 3 of each year, commencing June 3, 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 two London Business Days on 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: $350,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$349,475,000 | |
| Redemption: | The Floating Rate Notes Due 2020 shall not be redeemable prior to their maturity | |
| Trade Date: | February 24, 2015 | |
| Settlement Date:** | March 3, 2015 (T+5) | |
| CUSIP / ISIN: | 166764 AU4 / US166764AU41 | |
| Concurrent Debt Offerings: | $900,000,000 of its Floating Rate Notes Due 2017, $1,750,000,000 of its 1.365% Notes Due 2018, $550,000,000 of its Floating Rate Notes Due 2018, $1,750,000,000 of its 1.961% Notes Due 2020 and $700,000,000 of its 2.411% Notes Due 2022 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & Co. 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 Blaylock Beal Van, LLC Mischler Financial Group, Inc. | |
| ** | 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 and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; and Wells Fargo Securities, LLC at 1-800-645-3751.