On August 12, 2020, Chevron U.S.A. Inc. (exclusive of its subsidiaries, “CUSA”), an indirect wholly-owned subsidiary of Chevron Corporation (the “Corporation”), issued its 0.333% Notes Due 2022 in the aggregate principal amount of $400,000,000 (the “2022 Fixed Rate Notes”), its Floating Rate Notes Due 2022 in the aggregate principal amount of $350,000,000 (the “2022 Floating Rate Notes”), its 0.426% Notes Due 2023 in the aggregate principal amount of $500,000,000 (the “2023 Fixed Rate Notes”), its Floating Rate Notes Due 2023 in the aggregate principal amount of $500,000,000 (the “2023 Floating Rate Notes”), its 0.687% Notes Due 2025 in the aggregate principal amount of $750,000,000 (the “2025 Fixed Rate Notes”), its 1.018% Notes Due 2027 in the aggregate principal amount of $750,000,000 (the “2027 Fixed Rate Notes”), and its 2.343% Notes Due 2050 in the aggregate principal amount of $750,000,000 (the “2050 Fixed Rate Notes”, and together with the 2022 Fixed Rate Notes, the 2022 Floating Rate Notes, the 2023 Fixed Rate Notes, the 2023 Floating Rate Notes, the 2025 Fixed Rate Notes and the 2027 Fixed Rate Notes, the “Notes”). The Notes were issued pursuant to an Indenture, dated as of August 12, 2020 (the “Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 12, 2020 (the “First Supplemental Indenture”), each being among CUSA, the Corporation, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
The obligations under the Notes will be fully and unconditionally guaranteed by the Corporation on an unsecured and unsubordinated basis and will rank equally to any other unsecured and unsubordinated indebtedness of the Corporation that is currently outstanding or that the Corporation may issue in the future. Current outstanding and additional debt securities and other indebtedness of the Corporation will be structurally subordinated to any indebtedness of CUSA, including the Notes.
On August 10, 2020, CUSA and the Corporation entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which CUSA agreed to issue and sell the Notes to the Underwriters, and the Corporation agreed to guarantee the Notes. The provisions of the Underwriting Agreement are incorporated herein by reference.
The 2022 Fixed Rate Notes and the 2022 Floating Rate Notes will mature on August 12, 2022, the 2023 Fixed Rate Notes and the 2023 Floating Rate Notes will mature on August 11, 2023, the 2025 Fixed Rate Notes will mature on August 12, 2025, the 2027 Fixed Rate Notes will mature on August 12, 2027, and the 2050 Fixed Rate Notes will mature on August 12, 2050.
CUSA will pay interest on (i) the 2022 Fixed Rate Notes, the 2025 Fixed Rate Notes, the 2027 Fixed Rate Notes and the 2050 Fixed Rate Notes on February 12 and August 12 of each year starting on February 12, 2021, (ii) the 2023 Fixed Rate Notes on February 11 and August 11 of each year starting on February 11, 2021, (iii) the 2022 Floating Rate Notes on February 12, May 12, August 12 and November 12 of each year starting on November 12, 2020, and (iii) the 2023 Floating Rate Notes on February 11, May 11, August 11 and November 11 of each year starting on November 11, 2020. The 2022 Floating Rate Notes will bear interest at a floating rate equal to three-month London Interbank Offered Rate (“LIBOR”) plus 0.110%, and the 2023 Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.200%, in each case subject to the provisions set forth in the Final Prospectus Supplement filed with the Securities and Exchange Commission on August 11, 2020 (Registration Statement Nos. 333-242506 and 333-242506-01) (the “Final Prospectus Supplement”). CUSA 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. CUSA will not have the right to redeem the 2022 Floating Rate Notes or the 2023 Floating Rate Notes prior to maturity.
CUSA and the Corporation have filed with the Securities and Exchange Commission a Prospectus dated August 7, 2020 (Registration Statement Nos. 333-242506 and 333-242506-01), a Preliminary Prospectus Supplement dated August 10, 2020, a Free Writing Prospectus dated August 10, 2020, and a Final Prospectus Supplement dated August 10, 2020 in connection with the public offering and guarantee of the Notes.
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