Item 8.01.
Other Events.
On March 3, 2017, Chevron Corporation (the “Corporation”) issued its 1.686% Notes Due 2019 in the aggregate principal amount of $550,000,000
(the “2019 Fixed Rate Notes”), its Floating Rate Notes Due 2019 in the aggregate principal amount of $450,000,000 (the “2019 Floating Rate Notes”), its 1.991% Notes Due 2020 in the aggregate principal amount of $600,000,000 (the
“2020 Fixed Rate Notes”), its Floating Rate Notes Due 2020 in the aggregate principal amount of $400,000,000 (the “2020 Floating Rate Notes”), its 2.498% Notes Due 2022 in the aggregate principal amount of $700,000,000 (the
“2022 Fixed Rate Notes”), its Floating Rate Notes Due 2022 in the aggregate principal amount of $300,000,000 (the “2022 Floating Rate Notes”) and its 2.895% Notes Due 2024 in the aggregate principal amount of $1,000,000,000 (the
“2024 Fixed Rate Notes”, and together with the 2019 Fixed Rate Notes, the 2019 Floating Rate Notes, the 2020 Fixed Rate Notes, the 2020 Floating Rate Notes, the 2022 Fixed Rate Notes and the 2022 Floating Rate Notes, the
“Notes”). The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of June 15, 1995, as supplemented by the Ninth Supplemental Indenture dated as of March 3, 2017 (the “Ninth Supplemental
Indenture”), each being between the Corporation and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
On
February 28, 2017, the Corporation entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Corporation agreed to issue and sell the Notes to the Underwriters. The provisions of the Underwriting Agreement are incorporated herein
by reference.
The 2019 Fixed Rate Notes and the 2019 Floating Rate Notes will mature on February 28, 2019, the 2020 Fixed Rate Notes and the 2020
Floating Rate Notes will mature on March 3, 2020, the 2022 Fixed Rate Notes and the 2022 Floating Rate Notes will mature on March 3, 2022 and the 2024 Fixed Rate Notes will mature on March 3, 2024.
The Corporation will pay interest on (i) the 2019 Fixed Rate Notes on February 28 and August 28 of each year starting on August 28, 2017,
(ii) the 2019 Floating Rate Notes on February 28, May 28, August 28 and November 28 of each year starting on May 28, 2017, (iii) the 2020 Fixed Rate Notes on March 3 and September 3 of each year starting on
September 3, 2017, (iv) the 2020 Floating Rate Notes on March 3, June 3, September 3 and December 3 of each year starting on June 3, 2017, (v) the 2022 Fixed Rate Notes on March 3 and September 3 of each year
starting on September 3, 2017, (vi) the 2022 Floating Rate Notes on March 3, June 3, September 3 and December 3 of each year starting on June 3, 2017 and (vii) the 2024 Fixed Rate Notes on March 3 and
September 3 of each year starting on September 3, 2017. The 2019 Floating Rate Notes will bear interest at a floating rate equal to three-month London Interbank Offered Rate (“LIBOR”) plus 0.090%, the 2020 Floating Rate Notes
will bear interest at a floating rate equal to LIBOR plus 0.210% and the 2022 Floating Rate Notes will bear interest at a floating rate equal to LIBOR plus 0.480%. The 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 price described in the Final Prospectus Supplement filed with the Securities and Exchange Commission on March 1, 2017 (Registration
No. 333-206095)
(the “Final Prospectus Supplement”). The Corporation will not have the right to redeem the floating rate notes prior to maturity.
The Corporation has filed with the Securities and Exchange Commission a Prospectus dated August 5, 2015 (Registration
No. 333-206095),
a Preliminary Prospectus Supplement dated February 28, 2017, a Free Writing Prospectus dated February 28, 2017 and the Final Prospectus Supplement dated February 28, 2017
in connection with the public offering of the Notes.
The descriptions of the Underwriting Agreement and the Ninth Supplemental Indenture are qualified in
their entirety by the terms of such agreements themselves. Please refer to such agreements, and the form of the 2019 Fixed Rate Notes, the form of the 2019 Floating Rate Notes, the form of the 2020 Fixed Rate Notes, the form of the 2020 Floating
Rate Notes, the form of the 2022 Fixed Rate Notes, the form of the 2022 Floating Rate Notes and the form of the 2024 Fixed Rate Notes, each of which is incorporated herein by reference and attached to this report as Exhibits 1.1, 4.1, and 4.2,
respectively.