SUBJECT TO COMPLETION, DATED AUGUST 10, 2020
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 7, 2020
$
Chevron U.S.A. Inc.
$ % Notes Due
$ Floating Rate Notes Due
$ % Notes Due
$ Floating Rate Notes Due
$ % Notes Due
$ % Notes Due
$ % Notes Due
Fully and unconditionally guaranteed by
Chevron Corporation
Chevron U.S.A.
Inc. (exclusive of its subsidiaries, the Issuer or CUSA) is offering $ aggregate principal amount of notes due
(the notes), $ aggregate principal amount
of notes due (the notes), $ aggregate
principal amount of notes due (the notes), $
aggregate principal amount of notes due (the notes), and
$ aggregate principal amount of notes due (the
notes).
The Issuer may issue the notes in a single series
with a fixed interest rate, which are referred to as the fixed rate notes, in a single series with a floating interest rate, which are referred to as the
floating rate notes, or in two series, one with a fixed interest rate and one with a floating interest rate.
The notes may be issued in a single series with a fixed interest rate, which are referred to as the
fixed rate notes, in a single series with a floating interest rate, which are referred to as the
floating rate notes, or in two series, one with a fixed interest rate and one with a floating interest rate. The
notes will be issued in a single series with a fixed interest rate. The notes will be issued in a
single series with a fixed interest rate. The notes will be issued in a single series with a fixed interest rate. The
fixed rate notes, if any, the fixed rate notes, if any, the
rate notes, the rate notes, and the rate notes are
collectively referred to as the fixed rate notes, and the floating rate notes, if any, and the
floating rate notes, if any, are referred to as the floating rate notes. The fixed rate notes and the floating rate notes are collectively referred to as the
notes.
The obligations under the notes will be fully and unconditionally guaranteed by Chevron Corporation, the parent company
of the Issuer (exclusive of its subsidiaries, the Guarantor), on an unsecured and unsubordinated basis and will rank equally to any other unsecured and unsubordinated indebtedness of the Guarantor that is currently outstanding or that
the Guarantor may issue in the future.
The notes will mature on
, , the notes will mature on
, , the notes will mature on
, , the notes will mature on
, , and the notes will mature on
, . The Issuer will pay interest on the fixed rate
notes, if any, the fixed rate notes, if any, the notes, the
notes, and the notes on and
of each year starting on , 2021, and interest on the
floating rate notes, if any, on , ,
and of each year starting on
, 2020. The floating rate notes, if any, will bear interest at a floating rate equal to three-month LIBOR plus
%, subject to the provisions set forth under Description of the NotesInterestFloating Rate Notes; provided, however, that the minimum interest rate on the floating rate notes shall not be less than
0.000%. The Issuer 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 supplement. The floating rate notes will not be redeemable prior to
maturity.
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Price to
Public(1)
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Underwriting
Discount
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Proceeds Before
Expenses to
the Issuer
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Per Fixed Rate Note
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%
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%
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%
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Total
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$
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$
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$
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Per Floating Rate Note
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%
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%
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%
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Total
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$
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$
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$
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Per Fixed Rate Note
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%
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%
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%
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Total
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$
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$
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$
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Per Floating Rate Note
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%
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%
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%
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Total
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$
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$
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$
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Per Note
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%
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%
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%
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Total
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$
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$
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$
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Per Note
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%
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%
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%
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Total
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$
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$
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$
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Per Note
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%
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%
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%
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Total
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$
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$
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$
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(1)
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Plus accrued interest, if any, from
, 2020.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined that this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in the notes involves risks. See Item 1A. Risk Factors in Chevron Corporations Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 21, 2020, which is incorporated by reference herein, Item 1A. Risk Factors in Chevron Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which is incorporated by reference herein, Item 1A. Risk Factors in Chevron Corporations Quarterly Report on Form
10-Q for the quarter ended June 30, 2020, which is incorporated by reference herein, and the Risk Factors section on page S-4 for a discussion of factors you
should consider carefully before investing in the notes.
The underwriters have agreed to purchase each series of notes on a firm
commitment basis. It is expected that delivery of each series of notes will be made through the facilities of The Depository Trust Company, including its participants Clearstream Banking, société anonyme, or Euroclear Bank
S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about , 2020.
Joint Book-Running Managers
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CITIGROUP
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BARCLAYS
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J.P. MORGAN
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BNP PARIBAS
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BofA SECURITIES
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HSBC
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SOCIETE GENERALE
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The date of this prospectus supplement is August , 2020.