On July 20, 2020, Chevron Corporation issued
a news release announcing the entry into a definitive merger agreement with Noble Energy, Inc. A copy of the news release is filed
as Exhibit 99.1 to this report and incorporated herein by reference.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding
the potential transaction between Chevron Corporation (“Chevron”) and Noble Energy, Inc. (“Noble Energy”),
including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the
potential transaction, the expected benefits of the potential transaction (including anticipated annual run-rate operating and
other cost synergies and anticipated accretion to return on capital employed, free cash flow, and earnings per share), projected
financial information, future opportunities, and any other statements regarding Chevron’s and Noble Energy’s future
expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance.
These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “expects,”
“intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,”
“seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,”
“could,” “should,” “will,” “budgets,” “outlook,” “trends,”
“guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,”
“objectives,” “strategies,” “opportunities,” “poised,” “potential”
and similar expressions. All such forward-looking statements are based on current expectations of Chevron’s and Noble Energy’s
management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from the results expressed in the statements. Key factors that could cause actual results
to differ materially from those projected in the forward-looking statements include the ability to obtain the requisite Noble Energy
stockholder approval; uncertainties as to the timing to consummate the potential transaction; the risk that a condition to closing
the potential transaction may not be satisfied; the risk that regulatory approvals are not obtained or are obtained subject to
conditions that are not anticipated by the parties; the effects of disruption to Chevron’s or Noble Energy’s respective
businesses; the effect of this communication on Chevron’s or Noble Energy’s stock prices; the effects of industry,
market, economic, political or regulatory conditions outside of Chevron’s or Noble Energy’s control; transaction costs;
Chevron’s ability to achieve the benefits from the proposed transaction, including the anticipated annual run-rate operating
and other cost synergies and accretion to return on capital employed, free cash flow, and earnings per share; Chevron’s ability
to promptly, efficiently and effectively integrate acquired operations into its own operations; unknown liabilities; and the diversion
of management time on transaction-related issues. Other important factors that could cause actual results to differ materially
from those in the forward-looking statements are: changing crude oil and natural gas prices and demand for our products and production
curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of
Petroleum Exporting Countries and other producing countries; public health crises, such as pandemics (including coronavirus (COVID-19))
and epidemics, and any related government policies and actions; changing economic, regulatory and political environments in the
various countries in which the company operates; general domestic and international economic and political conditions; changing
refining, marketing and chemicals margins; the company's ability to realize anticipated cost savings, expenditure reductions and
efficiencies associated with enterprise transformation initiatives; actions of competitors or regulators; timing of exploration
expenses; timing of crude oil liftings; the competitiveness of
alternate-energy sources or product substitutes; technological developments;
the results of operations and financial condition of the company's suppliers, vendors, partners and equity affiliates, particularly
during extended periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the inability or failure of the
company's joint-venture partners to fund their share of operations and development activities; the potential failure to achieve
expected net production from existing and future crude oil and natural gas development projects; potential delays in the development,
construction or start-up of planned projects; the potential disruption or interruption of the company's operations due to war,
accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond
the company's control; the potential liability for remedial actions or assessments under existing or future environmental regulations
and litigation; significant operational, investment or product changes required by existing or future environmental statutes and
regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce
greenhouse gas emissions; the potential liability resulting from pending or future litigation; the company's future acquisitions
or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions;
the potential for gains and losses from asset dispositions or impairments; government-mandated sales, divestitures, recapitalizations,
industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency
movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; the receipt of
required Board authorizations to pay future dividends; the effects of changed accounting rules under generally accepted accounting
principles promulgated by rule-setting bodies; the company's ability to identify and mitigate the risks and hazards inherent in
operating in the global energy industry; and the factors set forth under the heading “Risk Factors” on pages 18 through
21 of the company's 2019 Annual Report on Form 10-K and in subsequent filings with the U.S. Securities and Exchange Commission.
Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking
statements. Chevron assumes no obligation to update any forward-looking statements, except as required by law. Readers are cautioned
not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, Chevron expects to file
a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary prospectus
of Chevron that also constitutes a preliminary proxy statement of Noble Energy After the registration statement is declared effective,
Noble Energy will mail a definitive proxy statement/prospectus to stockholders of Noble Energy . This communication is not a substitute
for the proxy statement/prospectus or registration statement or for any other document that Chevron or Noble Energy may file with
the SEC and send to Noble Energy ’s stockholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS
OF CHEVRON AND NOBLE ENERGY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will
be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by Chevron
or Noble Energy through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by
Chevron will be available free of charge on Chevron’s website at http://www.chevron.com/investors and copies of the documents
filed with the SEC by Noble Energy will be available free of charge on Noble Energy ’s website at http://investors.nblenergy.com.
Chevron and Noble Energy and certain of their respective directors,
certain of their respective executive officers and other members of management and employees may be considered participants in
the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information about the directors
and executive officers of Chevron is set forth in its Annual Report on Form 10-K for the year ended December 31, 2019, which was
filed with the SEC on February 21, 2020, and its proxy statement for its 2020 annual meeting of stockholders, which was filed with
the SEC on April 7, 2020. Information about the directors and executive officers of Noble Energy is set forth in its Annual Report
on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 12, 2020, and its proxy statement for
its 2020 annual meeting of stockholders, which was filed with the SEC on March 10, 2020. These documents can be obtained free of
charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation
of proxies in respect of the potential transaction will be included in the registration statement and proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.