Chevron Corporation (Chevron) and Chevron U.S.A. Inc. (CUSA) announced the commencement of an offer to exchange (exchange offer) any and all validly tendered (and not validly withdrawn) and accepted 5.750% Senior Notes due 2026 (Old Notes) issued by PDC Energy, Inc. (PDC Energy) for 5.750% Senior Notes due 2026 to be issued by CUSA and fully and unconditionally guaranteed by Chevron (CUSA Notes) and cash, and the related solicitation of consents (consent solicitation) to certain proposed amendments to the indenture pursuant to which the Old Notes were issued (PDC Indenture). The proposed amendments to the PDC Indenture will modify or eliminate certain reporting requirements, restrictive covenants and events of default in the PDC Indenture and amend certain other provisions in the PDC Indenture. If the proposed amendments become effective with respect to the Old Notes, the amendments will apply to all the Old Notes not tendered in the exchange offer.

The exchange offer and consent solicitation commenced on August 3, 2023, and will expire at 5:00 p.m.New York City time, on August 31, 2023, unless extended by us, in its sole discretion (the ?Expiration Date?). In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on August 16, 2023, unless extended (such date and time, as it may be extended, the ?Early Participation Date?), and not validly withdrawn, holders of such Old Notes will be eligible to receive the total consideration set out in the table above (the ?Total Consideration?), which consists of $1,000 principal amount of the CUSA Notes and $1 of cash. The Total Consideration includes an early participation premium set out in the table above (the ?Early Participation Premium?), which consists of $30 principal amount of the CUSA Notes per $1,000 principal amount of Old Notes and $1 of cash per $1,000 principal amount of Old Notes.

In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive only the exchange consideration set out in the table above (the ?Exchange Consideration?), which consists of $970 principal amount of CUSA Notes for each $1,000 of Old Notes tendered. The CUSA Notes issued in exchange for the Old Notes will have an interest rate and maturity that is identical to the interest rate and maturity of the Old Notes, as well as identical interest payment dates and optional redemption prices. No accrued but unpaid interest will be paid on the Old Notes in connection with the exchange offer.

However, interest on the CUSA Notes will accrue from and including the most recent interest payment date of the Old Notes. The principal amount of CUSA Notes investor will receive pursuant to the exchange offer will be rounded downwards to the nearest integral multiple of $1,000. No additional consideration will be paid in lieu of fractional CUSA Notes not received as a result of such rounding down.

Questions concerning the terms of the exchange offer or the consent solicitation for the Old Notes should be directed to the dealer manager and solicitation agent.