CHEVRON CORPORATION                         CHEVRON U.S.A. INC.

Offers to Exchange
All Outstanding Notes of Noble Energy, Inc. of the Series Specified Below
and Solicitation of Consents to Amend the Related Indentures

Early Participation Date: 5:00 p.m., New York City Time, December 16, 2020, unless extended Consent Revocation Deadline: 5:00 p.m., New York City Time, December 16, 2020, unless extended Expiration Date: 9:00 a.m., New York City Time, January 4, 2021, unless extended

We are offering to exchange any and all validly tendered (and not validly withdrawn) and accepted notes of the 10 series of notes described in the below table (collectively, the Old Notes) issued by Noble Energy, Inc. (Noble Energy) for notes to be issued by Chevron U.S.A. Inc. (CUSA) to be fully and unconditionally guaranteed on a unsecured basis by Chevron Corporation as described in the table below. References to we, us or our are to CUSA and Chevron Corporation collectively.

Aggregate Principal Amount (mm) Title of Series of Old Notes Issuer CUSIP/ISIN No. Title of Series of Notes to be Issued by CUSA and Guaranteed by Chevron

7.250% Notes due 2023 Noble Energy, Inc.(1) 654894AE4 7.250% Notes due 2023

3.900% Notes due 2024 Noble Energy, Inc. 655044AH8 3.900% Notes due 2024

8.000% Senior Notes due 2027 Noble Energy, Inc.(1) 654894AF1 8.000% Notes due 2027

3.850% Notes due 2028 Noble Energy, Inc. 655044AP0 3.850% Notes due 2028

3.250% Notes due 2029 Noble Energy, Inc. 655044AQ8 3.250% Notes due 2029

6.000% Notes due 2041 Noble Energy, Inc. 655044AE5 6.000% Notes due 2041

5.250% Notes due 2043 Noble Energy, Inc. 655044AG0 5.250% Notes due 2043

5.050% Notes due 2044 Noble Energy, Inc. 655044AJ4 5.050% Notes due 2044

4.950% Notes due 2047 Noble Energy, Inc. 655044AN5 4.950% Notes due 2047

4.200% Notes due 2049 Noble Energy, Inc. 655044AR6 4.200% Notes due 2049

(1) Formerly known as Noble Affiliates, Inc

To view copies of the Exchange Offers document(s) please click on the link(s) below

Form S-4 Registration Statement

In order to tender, a holder of Old Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the exchange agent at its address set forth below or tender pursuant to ATOP.

              The Exchange agent and Information Agent for the Exchange Offers and the Consent Solicitations for the Old Notes is:


By Facsimile (Eligible Institutions Only):
(212) 709-3328

By E-mail:

By Mail or Hand:
48 Wall Street, 22nd Floor
New York, New York 10005

Any questions or requests for assistance regarding the Old Notes may be directed to the dealer manager at the address and telephone number set forth below. Requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the information agent. Beneficial owners may also contact their custodian for assistance concerning the exchange offers and the consent solicitations.

                   The Dealer Manager and Solicitation Agent for the Exchange Offers and the Consent Solicitations for the Old Notes is:

BofA Securities, Inc.

One Bryant Park
New York, NY 10036
Phone: (704)999-4067