Noble Energy (NBL) DEFM14AProxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Noble Energy, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Noble Energy, Inc.:

On July 20, 2020, Noble Energy, Inc. (“Noble Energy”), Chevron Corporation (“Chevron”) and Chelsea Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), entered into a merger agreement under which, upon the terms and subject to the conditions set forth therein, Merger Subsidiary will merge with and into Noble Energy, with Noble Energy surviving as a direct, wholly-owned subsidiary of Chevron (the “merger”). If the merger is completed, Noble Energy stockholders will receive, in exchange for each share of Noble Energy common stock held immediately prior to the merger, 0.1191 of a share of Chevron common stock. The Noble Energy Board of Directors (the “Noble Energy Board”) has unanimously approved the merger agreement and recommends that Noble Energy stockholders vote in favor of adopting the merger agreement.

Based on Chevron’s closing stock price on August 24, 2020, the most recent practicable date for which such information was available, the merger consideration represented approximately $10.39 in value per share of Noble Energy common stock, which represents a premium of approximately 7.6% over Noble Energy’s closing stock price on July 17, 2020, the last trading day before the public announcement of the execution of the merger agreement with Chevron. The value of the merger consideration to be received in exchange for each share of Noble Energy common stock will fluctuate with the market value of Chevron common stock until the transaction is complete. The common stock of Noble Energy is listed on the Nasdaq Global Select Market under the symbol “NBL”. The common stock of Chevron is listed on the New York Stock Exchange under the symbol “CVX”. Upon completion of the merger, former Noble Energy stockholders are expected to own approximately 3.0% of the then outstanding Chevron common stock, based on Chevron’s outstanding equity as of August 24, 2020.

The merger cannot be completed without approval of the proposal to adopt the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of Noble Energy common stock entitled to vote thereon. Because of this, Noble Energy is holding a special meeting of its stockholders on October 2, 2020 to vote on the proposal necessary to complete the merger. Information about the meeting, the merger, the merger agreement, and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. The Noble Energy Board has fixed the close of business on August 21, 2020 as the record date for the determination of Noble Energy stockholders entitled to notice of, and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of Noble Energy common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 33.

The Noble Energy Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Noble Energy stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the Noble Energy stockholders for adoption at a meeting of such stockholders, and unanimously recommends that Noble Energy stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger.

Your vote is very important regardless of the number of shares of Noble Energy common stock that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

In light of public health concerns regarding the coronavirus (COVID-19) outbreak and in consideration of medical and governmental recommendations and orders limiting the number of persons that may gather at public events, the special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Thank you for your continued support, interest and investment in Noble Energy.

Very truly yours,

David L. Stover

Chairman of the Board and

Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated August 26, 2020, and is first being mailed to stockholders of Noble Energy on or about August 26, 2020.

1001 Noble Energy Way

Houston, Texas 77070

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on October 2, 2020

To the Stockholders of Noble Energy, Inc.:

We are pleased to invite you to attend the special meeting of stockholders of Noble Energy, Inc., a Delaware corporation (“Noble Energy”), which will be held at 10:00 a.m., Central Time, on October 2, 2020, virtually at www.virtualshareholdermeeting.com/NBL2020SM, for the following purposes:

Noble Energy will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the Noble Energy Board of Directors (the “Noble Energy Board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

In light of public health concerns regarding the coronavirus (COVID-19) outbreak and in consideration of medical and governmental recommendations and orders limiting the number of persons that may gather at public events, the special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

The Noble Energy Board has fixed the close of business on August 21, 2020 as the record date for the special meeting. Only Noble Energy stockholders of record at the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the special meeting will be available for a period of at least ten days prior to the special meeting. If you would like to inspect the list of Noble Energy stockholders of record, please call the Investor Relations department at (281) 872-3100 to schedule an appointment or request access. A certified list of eligible Noble Energy stockholders will be available for inspection during the special meeting at www.virtualshareholdermeeting.com/NBL2020SM by entering the control number provided on your proxy card, voting instruction form or notice.

Completion of the merger is conditioned on adoption of the merger agreement by the Noble Energy stockholders, which requires the affirmative vote of holders of a majority of the outstanding shares of Noble Energy common stock entitled to vote thereon.

The Noble Energy Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Noble

Energy stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the Noble Energy stockholders for adoption at a meeting of such stockholders and unanimously recommends that Noble Energy stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Your vote is very important regardless of the number of shares of Noble Energy common stock that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Noble Energy common stock may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 33.

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of Noble Energy common stock, please contact Noble Energy’s proxy solicitor:

1407 Broadway, 27^th Floor

New York, New York 10018

Email: NBL@mackenziepartners.com

Call Collect: (212) 929-5500

Toll-Free: (800) 322-2885

By Order of the Noble Energy Board of Directors,

Rachel G. Clingman

Senior Vice President, General Counsel and

Corporate Secretary

August 26, 2020

Houston, Texas

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Chevron and Noble Energy from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 145.

You can obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Noble Energy:

Noble Energy, Inc.

1001 Noble Energy Way

Houston, TX 77070

Attention: Investor Relations

Telephone: (281) 872-3100

For information related to Chevron:

Chevron Corporation

6001 Bollinger Canyon Rd., Building A

San Ramon, California 94583

Attention: Investor Relations

Telephone: (925) 842-5690

To receive timely delivery of the documents in advance of the special meeting of Noble Energy stockholders, you should make your request no later than September 25, 2020, which is five business days before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. In addition, you may obtain copies of documents filed by Chevron with the SEC by accessing Chevron’s website at www.chevron.com under the tab “Investors” and then under the heading “SEC Filings.” You may also obtain copies of documents filed by Noble Energy with the SEC by accessing Noble Energy’s website at www.nblenergy.com under the tab “Investors” and then under the heading “Financial Information.”

We are not incorporating the contents of the websites of the SEC, Chevron, Noble Energy or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Chevron (File No. 333-244369), constitutes a prospectus of Chevron under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.75 per share, of Chevron (“Chevron common stock”) to be issued to Noble Energy stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Noble Energy under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which Noble Energy stockholders will be asked to consider and vote on the adoption of the merger agreement and other related proposals.

Chevron has supplied all information contained in, and incorporated by reference into, this proxy statement/prospectus relating to Chevron and Merger Subsidiary, and Noble Energy has supplied all such information relating to Noble Energy.

You should rely only on the information contained in, and incorporated by reference into, this proxy statement/prospectus. Chevron and Noble Energy have not authorized anyone to provide you with information other than the information that is contained in, or incorporated by reference into, this proxy statement/prospectus. Chevron and Noble Energy take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated August 26, 2020, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Noble Energy stockholders nor the issuance by Chevron of shares of Chevron common stock pursuant to the merger agreement will create any implication to the contrary.

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting of Noble Energy stockholders (the “special meeting”). They may not include all of the information that is important to stockholders of Noble Energy. Noble Energy stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 145 of this proxy statement/prospectus.

Q: What is the merger?

Chevron Corporation (“Chevron”), Chelsea Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), and Noble Energy, Inc. (“Noble Energy”) have entered into an Agreement and Plan of Merger, dated as of July 20, 2020 (as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Noble Energy by Chevron. Under the merger agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, Merger Subsidiary will merge with and into Noble Energy, with Noble Energy continuing as the surviving corporation and a direct, wholly-owned subsidiary of Chevron (the “merger” or the “transaction”).

As a result of the merger, Noble Energy will become a direct, wholly-owned subsidiary of Chevron and will no longer be a publicly held company. Following the merger, Noble Energy common stock will be delisted from the Nasdaq Global Select Market (“Nasdaq”) and will be deregistered under the Exchange Act, after which Noble Energy will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of Noble Energy common stock.

Q: Why am I receiving these materials?

Chevron and Noble Energy are sending these materials to Noble Energy stockholders to help them decide how to vote their shares of Noble Energy common stock with respect to the merger and other matters to be considered at the special meeting.

The merger cannot be completed unless Noble Energy stockholders adopt the merger agreement with the affirmative vote of the holders of a majority of the outstanding shares of Noble Energy common stock entitled to vote thereon. Noble Energy is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement and other related proposals. Information about this special meeting, the merger and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of Noble Energy and a prospectus of Chevron. It is a proxy statement because the board of directors of Noble Energy (the “Noble Energy Board”) is soliciting proxies from its stockholders. It is a prospectus because Chevron will issue shares of its common stock in exchange for outstanding shares of Noble Energy common stock in the merger.

Q: What will Noble Energy stockholders receive in the merger?

In the merger, Noble Energy stockholders will receive 0.1191 (the “exchange ratio”) of a validly issued, fully paid and non-assessable share of Chevron common stock (the “merger consideration”) for each share of Noble Energy common stock (other than (i) shares of Noble Energy common stock held by Chevron, Noble Energy, Merger Subsidiary or any of their respective direct or indirect wholly-owned subsidiaries (“cancelled shares”) and (ii)��certain shares of Noble Energy common stock subject to stock-based awards that will be treated in the manner described under the heading “The Merger—Treatment of Noble Energy Stock Options and Other Stock-

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Based Awards”). This exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either company before the merger is complete. The exchange ratio will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Chevron or Noble Energy with a record date between the date of the merger agreement and the completion of the merger. No fractional shares of Chevron common stock will be issued in connection with the merger. Each holder of Noble Energy common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock immediately prior to the effective time of the merger will have the right to receive an amount in cash, without interest, rounded to the nearest cent, in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Chevron common stock equal to the excess of (x) the aggregate number of shares of Chevron common stock to be delivered to the exchange agent by Chevron pursuant to the terms of the merger agreement over (y) the aggregate number of whole shares of Chevron common stock to be distributed to the holders of certificates or book-entry shares previously representing any such shares of Noble Energy common stock pursuant to the merger agreement. Chevron stockholders will continue to own their existing shares of Chevron common stock, the form of which will not be changed by the transaction. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page 99.

Q: What equity stake will Noble Energy stockholders hold in Chevron immediately following the merger?

Upon the completion of the merger, based on the exchange ratio, the estimated number of shares of Chevron common stock issuable as the merger consideration is approximately 58 million shares, which will result in former Noble Energy stockholders holding approximately 3.0% of the outstanding fully diluted Chevron common stock based on the number of outstanding shares of common stock and outstanding stock-based awards of Chevron and Noble Energy as of August 24, 2020, the most recent practicable date for which such information was available.

For more details on the merger consideration and the treatment of Noble Energy stock options and stock-based awards, see “The Merger Agreement—Merger Consideration” beginning on page 99 and “The Merger Agreement—Merger Consideration—Treatment of Noble Energy Stock Options and Other Stock-Based Awards” beginning on page 101, respectively.

Q: When do Noble Energy and Chevron expect to complete the merger?

Chevron and Noble Energy are working to complete the merger as soon as practicable and currently expect that the transaction will be completed early in the fourth quarter of 2020. Neither Chevron nor Noble Energy can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 117.

Q: Is Chevron’s obligation to complete the merger subject to Chevron receiving financing?

No. Chevron’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger.

Q: What happens if the merger is not completed?

If the merger agreement is not adopted by Noble Energy stockholders or if the merger is not completed for any other reason, Noble Energy stockholders will not receive any consideration for their shares of Noble Energy common stock. Instead, Noble Energy will remain an independent public company, Noble Energy common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and Noble Energy will

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continue to file periodic reports with the SEC. Under specific circumstances, Noble Energy may be required to pay Chevron a termination fee of $176,295,000. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 117.

Q: Will the shares of Chevron common stock I acquire in the merger receive a dividend?

After the closing of the merger, as a holder of Chevron common stock, you will receive the same dividends on shares of Chevron common stock that all other holders of shares of Chevron common stock will receive with any dividend record date that occurs after the closing of the merger.

Q: Will I continue to receive dividends in respect of my shares of Noble Energy common stock?

Prior to the closing of the merger, Noble Energy and Chevron will coordinate regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that you do not receive two dividends, or fail to receive one dividend, in any quarter with respect to your shares of Noble Energy common stock and the Chevron common stock that you receive in exchange therefor in the merger.

After the closing of the merger, former Noble Energy stockholders who hold Noble Energy share certificates will not be entitled to be paid dividends otherwise payable on the shares of Chevron common stock into which their shares of Noble Energy common stock are exchangeable until they surrender their Noble Energy share certificates according to the instructions provided to them. Dividends will be accrued for these stockholders and they will receive the accrued dividends when they surrender their Noble Energy share certificates.

After the closing of the merger, all Chevron dividends will remain subject to approval by Chevron’s board of directors (the “Chevron Board”).

Q: What am I being asked to vote on, and why is this approval necessary?

Noble Energy stockholders are being asked to vote on the following proposals:

Approval of the merger proposal by the affirmative vote of holders of a majority of the outstanding shares of Noble Energy common stock entitled to vote thereon is required for completion of the merger. The completion of the merger is not conditioned on the approval of the merger-related compensation proposal or the adjournment proposal.

Q: What vote is required to approve each proposal at the special meeting?

The merger proposal: The affirmative vote of holders of a majority of the outstanding shares of Noble Energy common stock entitled to vote thereon is required to approve the merger proposal (the “Noble Energy stockholder approval”).

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The merger-related compensation proposal: The affirmative vote of holders of a majority of the outstanding shares of Noble Energy common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the advisory (non-binding) merger-related compensation proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Noble Energy or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to Noble Energy’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Noble Energy’s stockholders.

The adjournment proposal: The affirmative vote of the holders of a majority of the outstanding shares of Noble Energy common stock, present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If Noble Energy stockholders approve the adjournment proposal, subject to the terms of the merger agreement, Noble Energy could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from Noble Energy stockholders who have previously voted. Noble Energy does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting.

Virtual attendance at the special meeting constitutes presence in person for purposes of the vote required under Noble Energy’s By-Laws, as amended (“Noble Energy’s By-Laws”).

Q: What happens if the non-binding, advisory merger-related compensation proposal is not approved?

Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Noble Energy or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to Noble Energy’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Noble Energy’s stockholders.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Noble Energy common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. Noble Energy’s By-Laws provide that if a quorum fails to attend any meeting, the stockholders who are present in person or by proxy and entitled to vote at the special meeting may adjourn the meeting from time to time, without notice other than by announcement at the meeting, to another date, place, if any, and time until a quorum is present. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, Noble Energy will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q: How does the Noble Energy Board recommend that I vote?

The Noble Energy Board unanimously recommends that Noble Energy stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

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Q: What do I need to do now?

After carefully reading and considering the information contained in and incorporated by reference into, this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your Noble Energy stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your Noble Energy stock certificates in exchange for shares of Chevron common stock from the exchange agent.

Please carefully consider the information contained in, and incorporated by reference into, this proxy statement/prospectus. Whether or not you plan to attend the special meeting, Noble Energy encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Q: How can I attend the special meeting?

Stockholders as of the close of business on August 21, 2020 (the “record date”) may attend, vote and submit questions virtually at the special meeting by logging in at www.virtualshareholdermeeting.com/NBL2020SM. To log in, stockholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or notice. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.

Q: How do I vote?

If you are a stockholder of record of Noble Energy as of the close of business on the record date, you may submit your proxy before the special meeting in one of the following ways:

If you are a stockholder of record, you may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/NBL2020SM. If you decide to attend the special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name” and you intend to vote at the special meeting, you may cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/NBL2020SM. Your vote at the special meeting will revoke any proxy previously submitted on your behalf by your broker, bank or other nominee.

The meeting will begin promptly at 10:00 a.m., Central Time, on October 2, 2020. Noble Energy encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

Even if you plan to attend the special meeting, Noble Energy recommends that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

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Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of Noble Energy stockholders will be held virtually at www.virtualshareholdermeeting.com/NBL2020SM at 10:00 a.m., Central Time, on October 2, 2020. Online access will begin at 9:45 a.m., Central Time, and Noble Energy encourages its stockholders to access the meeting prior to the start time.

Noble Energy has chosen to hold the special meeting solely via the Internet and not in a physical location given the public health impact of coronavirus (COVID-19) and the desire to promote the health and safety of their respective stockholders, directors, officers, employees and other constituents.

Even if you plan to attend the special meeting, Noble Energy recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of Noble Energy common stock are registered directly in your name with the transfer agent of Noble Energy, Computershare Trust Company N.A., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Noble Energy or to a third party to vote at the special meeting.

If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting and you may cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/NBL2020SM.

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction form directly to Noble Energy. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use. You may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/NBL2020SM.

Nasdaq permits brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Nasdaq does not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The merger proposal, the merger-related compensation proposal and the adjournment proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers.

If you are a Noble Energy stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

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Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Merger-related compensation proposal: An abstention will have the same effect as a vote cast “AGAINST” the merger-related compensation proposal. If a Noble Energy stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the merger-related compensation proposal (assuming a quorum is present).

Adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a Noble Energy stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the adjournment proposal (assuming a quorum is present).

Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the Noble Energy common stock represented by your proxy will be voted as recommended by the Noble Energy Board with respect to that proposal.

If you hold shares of Noble Energy common stock in any Noble Energy benefit plan and do not vote your shares or specify your voting instructions on your proxy card, the administrators of the benefit plan will not vote your benefit plan shares.

Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

If you are a street name stockholder (for example, if your shares are held in the name of a broker, bank or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax consequences of the merger?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and Chevron and Noble Energy intend to report the merger

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consistent with such qualification. In such case, a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences”) of Noble Energy common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Noble Energy common stock for Chevron common stock (except for any gain (but not loss) recognized with respect to any cash received in lieu of a fractional share of Chevron common stock). Such treatment depends, in part, upon the conclusion that Noble Energy’s outstanding debentures maturing in 2097 (the “Debentures”) constitute indebtedness, and not equity, for U.S. federal income tax purposes. Noble Energy believes that under current law the Debentures constitute indebtedness for U.S. federal income tax purposes, has consistently reported the Debentures as indebtedness for U.S. federal income tax purposes on its U.S. federal income tax returns and has otherwise treated the Debentures consistently with such characterization. The matter is not, however, free from doubt, and there is no controlling authority on the question. If the Internal Revenue Service (the “IRS”) were successfully to assert that the Debentures constitute equity rather than indebtedness for U.S. federal income tax purposes, the merger would generally be treated as a taxable transaction in which U.S. holders of Noble Energy common stock would recognize gain or loss for U.S. federal income tax purposes. Noble Energy and Chevron have not sought, and will not seek, any ruling from the IRS regarding any matters related to the transactions, and as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth herein. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to you. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 93 for additional information. As provided in the merger agreement, none of Chevron, Noble Energy or any subsidiary of either will have any liability to any Noble Energy stockholder should the merger fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes.

Q: Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of Noble Energy common stock?

Noble Energy stockholders are not entitled to appraisal rights in connection with the merger. For additional information, see “The Merger—No Appraisal Rights” beginning on page 92.

Q: What will happen to Noble Energy stock options and other stock-based awards?

Upon completion of the merger:

The exercise price per share of Chevron common stock subject to any such converted Noble Energy stock option at and after completion of the merger will be an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price per share of Noble Energy common stock subject to such Noble Energy stock option immediately prior to the completion of the merger divided by (ii) the merger consideration.

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Q: What happens if I sell my shares of Noble Energy common stock after the record date but before the special meeting?

The record date for the special meeting (the close of business on August 21, 2020) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Noble Energy common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by Noble Energy stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 33. You also should read and carefully consider the risk factors of Chevron and Noble Energy contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of Noble Energy common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of Noble Energy common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Noble Energy common stock are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

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Q: Who will tabulate and certify the vote?

Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, will tabulate and certify the vote, and will have a representative to act as the independent inspector of election for the special meeting.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Noble Energy intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for Noble Energy, at:

1407 Broadway, 27^th Floor

New York, New York 10018

Email: NBL@mackenziepartners.com

Call Collect: (212) 929-5500

Toll-Free: (800) 322-2885

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements with respect to the potential transaction between Chevron and Noble Energy, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits and synergies of the potential transaction, 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, but are not limited to:

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These forward-looking statements reflect Chevron’s and Noble Energy’s current views with respect to future events and are based on numerous assumptions and assessments made by Chevron and Noble Energy in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Chevron’s and Noble Energy’s plans with respect to the merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this proxy statement/prospectus or, in the case of a document incorporated by reference, as of the date of that document. Neither Chevron nor Noble Energy assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this proxy statement/prospectus, including, among others, the matters addressed in “Cautionary Note Regarding Forward-Looking Statements” beginning on page 30, Noble Energy stockholders should carefully consider the following risk factors before deciding whether to vote for the proposal to adopt the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of Noble Energy and Chevron because these risks will relate to Chevron following the completion of the merger. Descriptions of some of these risks can be found in the respective Annual Reports of Chevron and Noble Energy on Form 10-K for the fiscal year ended December 31, 2019, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See “Where You Can Find More Information” beginning on page 145.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on Noble Energy.

The completion of the merger is subject to a number of conditions, including, among others, (i) the approval by Noble Energy stockholders of the adoption of the merger agreement and (ii) U.S. and non-U.S. regulatory approvals, which make the completion and timing of the completion of the merger uncertain. For a more detailed discussion regarding conditions to the merger, see “The Merger Agreement—Conditions to Completion of the Merger”, beginning on page 117. Also, either Chevron or Noble Energy may terminate the merger agreement if the merger has not been consummated by January 20, 2021 (or April 20, 2021, if the end date is extended pursuant to the merger agreement), except that this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date.

If the merger is not completed, Noble Energy’s ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the merger, Chevron and Noble Energy will be subject to a number of risks, including the following:

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In addition, if the merger is not completed, Chevron and/or Noble Energy could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Chevron or Noble Energy to perform their respective obligations under the merger agreement. The materialization of any of these risks could adversely impact Chevron’s and Noble Energy’s respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

If the merger does not qualify as a “reorganization” under Section 368(a) of the Code, the stockholders of Noble Energy may be required to pay substantial U.S. federal income taxes.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Chevron and Noble Energy intend to report the merger consistent with such qualification. However, it is not a condition to Noble Energy’s obligation or Chevron’s obligation to complete the transactions that the merger be treated as a “reorganization.” Such treatment depends, in part, upon the conclusion that the Debentures constitute indebtedness, and not equity, for U.S. federal income tax purposes. Noble Energy believes that under current law the Debentures constitute indebtedness for U.S. federal income tax purposes, has consistently reported the Debentures as indebtedness for U.S. federal income tax purposes on its U.S. federal income tax returns and has otherwise treated the Debentures consistently with such characterization. The matter is not, however, free from doubt, and there is no controlling authority on the question. If the IRS were successfully to assert that the Debentures constitute equity rather than indebtedness for U.S. federal income tax purposes, the merger would generally be treated as a taxable transaction in which U.S. holders of Noble Energy common stock would recognize gain or loss for U.S. federal income tax purposes. If the IRS or a court determines that the merger should not be treated as a “reorganization” within the meaning of Section 368(a) of the Code, a holder of Noble Energy common stock would generally recognize taxable gain or loss upon the exchange of Noble Energy common stock for Chevron common stock pursuant to the merger. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 93. As provided in the merger agreement, none of Chevron, Noble Energy or any subsidiary of either will have any liability to any Noble Energy stockholder should the merger fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes.

The merger agreement contains provisions that limit Noble Energy’s ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Noble Energy from making a favorable alternative transaction proposal and, in specified circumstances, could require Noble Energy to pay a termination fee to Chevron.

The merger agreement contains certain provisions that restrict Noble Energy’s ability to initiate, solicit, knowingly encourage or facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party proposal for an alternative transaction. Further, even if the Noble Energy Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, Noble Energy will still be required to submit each of its merger-related proposals to a vote at the special meeting. In addition, Chevron generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any third-party alternative transaction proposal before the Noble Energy Board may withdraw or qualify its recommendation with respect to the merger-related proposal or otherwise terminate the merger agreement.

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In some circumstances, upon termination of the merger agreement, Noble Energy will be required to pay a termination fee of $176,295,000 to Chevron. See the sections titled “Summary—No Solicitation” and “The Merger Agreement—Termination of the Merger Agreement” beginning on pages 17 and 117, respectively.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Noble Energy or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the Noble Energy stockholders than it might otherwise have proposed to pay absent such a fee.

If the merger agreement is terminated and Noble Energy determines to seek another business combination, Noble Energy may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

The merger is subject to the expiration or termination of applicable waiting periods and the receipt of approvals, consents or clearances from regulatory authorities that may impose conditions that could have an adverse effect on Noble Energy and/or Chevron following the transaction or, if not obtained, could prevent completion of the merger.

Before the merger may be completed, any waiting period (or extension thereof) applicable to the merger must have expired or been terminated, and any approvals, consents or clearances required in connection with the merger must have been obtained, in each case, under applicable law. In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities will consider the effect of the merger on competition within their relevant jurisdiction. The terms and conditions of the approvals, consents and clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the business of Chevron following the transaction. Under the merger agreement, Chevron and Noble Energy have agreed to use their respective reasonable best efforts to obtain as soon as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the merger, except that Chevron may not be required to undertake, or to request or authorize Noble Energy to undertake, any efforts or to take any action if such efforts or action would, or would reasonably be expected to, result in changes or effects that would, individually or in the aggregate, result in, or be reasonably likely to result in, a substantial detriment. As used in this proxy statement/prospectus “substantial detriment” means changes or effects which, individually or in the aggregate (and after giving effect to any reasonably expected proceeds of any divestiture or sale of assets) would result in, or be reasonably likely to result in, a material adverse effect on Noble Energy and its subsidiaries, taken as a whole, at or after the effective time of the merger. Any requirement to divest or hold separate or limit the operation of any of the businesses, assets or properties owned by Chevron and its subsidiaries prior to the effective time of the merger will be deemed to result in a substantial detriment if such action with respect to a comparable amount of assets or businesses of Noble Energy and its subsidiaries, taken together with all other such actions taken, would be reasonably likely, in the aggregate, to have a material adverse effect on Noble Energy and its subsidiaries, taken as a whole, at or after the effective time of the merger.

In addition, regulators may impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit Chevron’s revenues following the completion of the merger. There can be no assurance that regulators will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger. For a more detailed description of the regulatory review process, see the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 90.

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The exchange ratio is fixed and will not be adjusted in the event of any change in either Chevron’s or Noble Energy’s stock price.

Upon completion of the merger, each share of Noble Energy common stock will be converted into the right to receive 0.1191 of a validly issued, fully paid and non-assessable share of Chevron common stock. This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either Chevron common stock or Noble Energy common stock between the date the merger agreement was signed and completion of the merger. Due to the fixed exchange ratio, fluctuations in the price of Chevron common stock will drive corresponding changes in the value of the merger consideration payable to each Noble Energy stockholder. As a result, changes in the price of Chevron common stock prior to the completion of the merger will affect the market value that Noble Energy stockholders will become entitled to receive on the date of the closing. Stock price changes may result from a variety of factors (many of which are beyond Chevron’s or Noble Energy’s control), such as changes in Chevron’s or Noble Energy’s respective business, operations and prospects; changing crude oil and natural gas prices, as well as crude oil production quotas; overall demand for crude oil and natural gas commodities; the continued effects of the COVID-19 pandemic and governmental and business responses to the pandemic; and changes in government rules and regulations in the countries in which each of Chevron and Noble Energy operate.

The price of Chevron common stock has fluctuated during the period between the date the merger agreement was executed and the date of this proxy statement/prospectus, and may continue to change through the date of the special meeting and the date the merger is completed. For example, based on the range of closing prices of Chevron common stock during the period from July 17, 2020, the last full trading day before the public announcement of the merger, through August 24, 2020, the latest practicable trading date before the date of this proxy statement/prospectus, the exchange ratio represented the market value of the merger consideration ranging from a high of $10.88 to a low of $10.00 for each share of Noble Energy common stock. The actual market value of the Chevron common stock received by holders of Noble Energy common stock upon completion of the merger may be outside this range.

These variations could result from changes in the business, operations or prospects of Chevron or Noble Energy prior to or following the completion of the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Chevron or Noble Energy. At the time of the special meeting, Noble Energy stockholders will not know with certainty the value of the shares of Chevron common stock that they will receive upon completion of the merger.

Members of the Noble Energy Board and management have interests in the merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, Noble Energy stockholders should recognize that members of management and the Noble Energy Board have interests in the merger that differ from, or are in addition to, their interests as stockholders of Noble Energy.

The executive officers of Noble Energy have arrangements with Noble Energy that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other payments or benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger. The directors of Noble Energy have arrangements with Noble Energy that provide for accelerated vesting of certain equity-based awards if their service is terminated under certain circumstances following the completion of the merger. In addition, the executive officers and directors of Noble Energy also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. The Noble Energy Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the Noble Energy stockholders vote “FOR” the merger proposal and “FOR” the merger-related compensation proposal.

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These interests are further described in “The Merger—Interests of Directors and Executive Officers of Noble Energy in the Merger” beginning on page 76.

Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Chevron or Noble Energy has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Chevron or Noble Energy, as the case may be, as a result of the merger. Under the terms of the merger agreement, each of Chevron and Noble Energy is subject to certain restrictions on the conduct of its respective business prior to completing the merger, which may adversely affect Chevron’s ability to acquire assets or Noble Energy’s ability to execute certain of its business strategies, including, with respect to Noble Energy, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each party’s businesses and operations prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business” beginning on page 102.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

The opinion of Noble Energy’s financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

Noble Energy has received an opinion from its financial advisor in connection with the signing of the merger agreement, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Chevron or Noble Energy, general market and economic conditions and other factors that may be beyond the control of Chevron or Noble Energy, and on which Noble Energy’s financial advisor’s opinion was based, may significantly alter the value of Chevron or Noble Energy or the prices of the shares of Chevron common stock or Noble Energy common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Noble Energy does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The Noble Energy Board’s recommendation that Noble Energy stockholders vote “FOR” approval of the merger proposal, “FOR” the non-binding merger-related compensation proposal and “FOR” the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that Noble Energy received from its financial advisor, see the section entitled “The Merger—Opinion of Noble Energy’s Financial Advisor” beginning on page 64. A copy of the opinion of J.P. Morgan, Noble Energy’s financial advisor, is attached as Annex B to this proxy statement/prospectus.

Noble Energy may be unable to retain key employees during the pendency of the merger.

In connection with the pending merger, Noble Energy’s current and prospective employees may experience uncertainty about their future roles with Chevron following the merger, which may materially adversely affect its ability to attract and retain key personnel during the pendency of the merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Chevron following the merger. Accordingly, no assurance can be given that Noble Energy will be able to retain key employees to the same extent that Noble Energy has been able to in the past.

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Litigation against Chevron and Noble Energy could result in substantial costs, an injunction preventing the completion of the merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Chevron’s and Noble Energy’s respective liquidity and financial condition. See “The Merger—Litigation Relating to the Merger” for a description of the lawsuits that have been filed in connection with the merger as of the date of this proxy statement/prospectus.

In addition to the lawsuits that have been filed so far, stockholders of Noble Energy may file additional lawsuits against Chevron, Noble Energy and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to Noble Energy and/or Chevron, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any ongoing or potential lawsuits.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Noble Energy is a party, which may have an adverse impact on Chevron’s business and results of operations after the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which Noble Energy is a party. If Chevron and Noble Energy are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Chevron and Noble Energy are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Noble Energy or Chevron following the transaction.

Noble Energy stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of Noble Energy common stock will not have rights to an appraisal of the fair value of their shares in connection with the merger. See “The Merger—No Appraisal Rights” beginning on page 92 for additional information.

The shares of Chevron common stock to be received by Noble Energy stockholders upon completion of the merger will have different rights from shares of Noble Energy common stock.

Upon completion of the merger, Noble Energy stockholders will no longer be stockholders of Noble Energy but will instead become stockholders of Chevron, and their rights as Chevron stockholders will be governed by the terms of Chevron’s certificate of incorporation, as amended (“Chevron’s certificate of incorporation”), and Chevron’s by-laws, as amended (“Chevron’s By-Laws”). The terms of Chevron’s certificate of incorporation and Chevron’s By-Laws are in some respects materially different than the terms of Noble Energy’s certificate of incorporation, as amended (“Noble Energy’s certificate of incorporation”), and Noble Energy’s By-Laws, which currently govern the rights of Noble Energy stockholders. See “Comparison of Rights of Stockholders of Chevron and Noble Energy” beginning on page 132 for a discussion of the different rights associated with shares of Noble Energy common stock and shares of Chevron common stock.

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Noble Energy stockholders will have a significantly reduced ownership and voting interest after the merger and will exercise less influence over the policies of Chevron following the transaction than they now have on the policies of Noble Energy.

Chevron stockholders currently have the right to vote in the election of the Chevron Board and on other matters affecting Chevron. Noble Energy stockholders currently have the right to vote in the election of the Noble Energy Board and on other matters affecting Noble Energy. Immediately after the merger is completed, it is expected that current Chevron stockholders will own approximately 97.0% of the shares of outstanding common stock of Chevron following the transaction, and current Noble Energy stockholders will own approximately 3.0% of the common stock outstanding of Chevron following the transaction. As a result, current Noble Energy stockholders will have significantly less influence on the policies of Chevron than they now have on the policies of Noble Energy.

Risks Relating to Chevron After Completion of the Merger

Chevron may not achieve the intended benefits and the merger may disrupt its current plans or operations.

There can be no assurance that Chevron will be able to successfully integrate Noble Energy’s assets or otherwise realize the expected benefits of the potential transaction (including operating and other cost synergies). Difficulties in integrating Noble Energy into Chevron may result in Chevron performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all, in which case the merger may not be accretive to Chevron’s return on average capital employed (calculated as net income (loss) attributable to Chevron (adjusted for after-tax interest expense and noncontrolling interest) divided by average capital employed, which is computed by averaging the sum of capital employed at the beginning and end of the year), free cash flow (calculated as cash provided by operating activities less cash capital expenditures) and earnings per share within one year after the completion of the merger. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

The market price of Chevron’s common stock after the merger may be affected by factors different from those affecting the price of Chevron or Noble Energy common stock before the merger.

Upon completion of the merger, holders of Chevron common stock and Noble Energy common stock will be holders of Chevron common stock. As the businesses of Chevron and Noble Energy are different, the results of operations as well as the price of Chevron’s common stock may in the future be affected by factors different from those factors affecting Chevron and Noble Energy as independent stand-alone companies. Chevron following the transaction will face additional risks and uncertainties that Chevron or Noble Energy may currently not be exposed to as independent companies.

The merger and other stock transactions could trigger a limitation on Chevron’s ability to use the historic net operating loss carryforwards of Noble Energy.

Chevron’s ability to utilize Noble Energy’s historic net operating loss carryforwards (“NOLs”) to reduce future taxable income following the consummation of the merger could be subject to various limitations under the Code. Section 382 of the Code generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382 of the Code). An ownership change generally occurs if one or more stockholders (or groups of

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stockholders) who are each deemed to own at least 5% of such corporation’s stock change their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. In the event that an ownership change occurs, utilization of Noble Energy’s NOLs would be subject to an annual limitation under Section 382 of the Code. Any unused annual limitation may be carried over to later years.

Chevron and Noble Energy believe that the transactions in connection with the merger, if consummated, will result in an ownership change with respect to Noble Energy. The expected ownership change with respect to Noble Energy may trigger a limitation on Chevron’s ability to utilize any historic NOLs of Noble Energy. This could cause some of Noble Energy’s NOLs incurred prior to January 1, 2018 to expire before Chevron would be able to utilize them to reduce taxable income in future periods.

The market price of Chevron’s common stock may decline as a result of the merger.

The market price of Chevron common stock may decline as a result of the merger if, among other things, it is unable to achieve the expected benefits and synergies of the potential transaction, if the merger is not completed within the anticipated timeframe or if the transaction costs related to the merger are greater than expected. The market price also may decline if Chevron does not achieve the perceived benefits and expected synergies of the transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Chevron’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners and may result in the termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners of Noble Energy may terminate or scale back their current or prospective business relationships with Chevron. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that Chevron is too closely allied with one of their competitors. In addition, Noble Energy has contracts with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners that may require it to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners are adversely affected by the merger, or if Chevron, following the merger, loses the benefits of the contracts of Noble Energy, Chevron’s business and financial performance could suffer.

Following the completion of the merger, Chevron may incorporate Noble Energy’s hedging activities into Chevron’s business, and Chevron may be exposed to additional commodity price risks arising from such hedges.

To mitigate its exposure to changes in commodity prices, Noble Energy hedges oil, natural gas and natural gas liquid (“NGL”) prices from time to time, primarily through the use of certain derivative instruments. If Chevron assumes existing Noble Energy hedges, then Chevron will bear the economic impact of all of Noble Energy’s current hedges following the completion of the merger. Actual crude oil, natural gas and NGL prices may differ from Chevron’s expectations and, as a result, such hedges may or may not have a negative impact on Chevron’s business.

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Chevron’s By-Laws will govern Chevron following the merger and provide that a state or federal court located within the State of Delaware will be the exclusive forum for substantially all disputes between Chevron (after the merger) and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with Chevron or its directors, officers or other employees.

Chevron’s By-laws provide that, unless Chevron consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Chevron, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Chevron to Chevron or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Chevron reserves the right to assert that this exclusive forum provision applies to any derivative action or proceeding brought by a stockholder to procure a judgment in Chevron’s favor, including derivative actions purporting to assert on Chevron’s behalf any claims it possesses against third parties that arise under the federal securities laws (e.g., the Securities Act and the Exchange Act). It is, however, uncertain whether a court would enforce this exclusive forum provision with respect to a derivative action or proceeding brought by a stockholder to enforce Chevron’s rights under the Securities Act or Exchange Act. In addition, stockholders cannot waive, and this exclusive forum provision does not purport to waive, Chevron’s own compliance with the federal securities laws and the rules and regulations thereunder.

This exclusive forum provision may limit the ability of a stockholder, including a former Noble Energy stockholder who becomes a Chevron stockholder after the merger is completed, to bring a claim in a judicial forum of its choosing for disputes with Chevron or its directors, officers or other employees, which may discourage lawsuits against Chevron and its directors, officers and other employees. In addition, stockholders who do bring a claim in a state or federal court located within the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. In addition, the court located in the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to Chevron than to its stockholders.

Other Risk Factors of Chevron and Noble Energy

Chevron’s and Noble Energy’s businesses are and will be subject to the risks described above. In addition, Chevron and Noble Energy are and will continue to be subject to the risks described in Chevron’s and Noble Energy’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2019 as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 145.

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THE MERGER

The following is a discussion of the transaction and the material terms of the merger agreement between Chevron and Noble Energy. You are urged to read the merger agreement carefully and in its entirety. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. This section is not intended to provide you with any factual information about Chevron or Noble Energy. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Chevron and Noble Energy make with the SEC that are incorporated by reference into this document, as described in “Where You Can Find More Information” beginning on page 145.

Background of the Merger

The Noble Energy Board of Directors and company management regularly review and assess Noble Energy’s performance, strategy, financial position and leverage, opportunities and risks in light of current business and economic conditions, as well as developments in the oil and gas exploration and production sector, and across a range of scenarios and potential future industry developments. These regular reviews have, at the direction of the Noble Energy Board, included evaluation of a variety of opportunities within its asset portfolio and potential strategic combinations, asset divestments and acquisition opportunities.

Over the past year and a half, the Noble Energy Board has engaged in a series of strategic reviews and strategy sessions in an effort to maximize stockholder value, leveraging the views of Noble Energy management and outside consultants (including J.P. Morgan Securities LLC (“J.P. Morgan”)). The Noble Energy Board has recognized that Noble Energy is unique given its relative scale and the diversity of its assets, both in terms of size and geography, and production mix. Noble Energy’s business has been focused on both U.S. onshore unconventional basins as well as large-scale, global offshore conventional operations in the Eastern Mediterranean and off the west coast of Africa. In addition, Noble Energy’s midstream business and equity method investments, primarily through its control of Noble Midstream, represent essential components of its business. The Noble Energy Board’s strategic reviews evaluated each of these components individually and as a whole, with a goal of achieving the maximum value of each component to drive stockholder value.

As part of these reviews and strategy sessions, the Noble Energy Board considered Noble Energy’s position in an industry that is undergoing dramatic changes as a result of increasingly negative investor sentiment following years of sector financial underperformance, concerns about the viability of fossil fuels and the impact of expanding environmental, social and governance matters and legal requirements. Investors have also increasingly focused on the ability of energy companies to operate within cash flow and to return capital to stockholders, either in the form of a dividend or share repurchases. The Noble Energy Board also considered that Noble Energy and many of its peers may have limited access to equity capital and intermittent access to debt capital markets in the future resulting in a high and increasing weighted average cost of capital. The Noble Energy Board also actively monitored the company’s financial condition, including its ability to adequately fund exploration opportunities and operational plans, particularly its large-scale offshore projects, while generating sufficient cash flow to provide meaningful return of capital to its stockholders.

Against this backdrop, at the end of 2018 and continuing through the first three quarters of 2019, Noble Energy engaged in a strategic review of its midstream business, including ways to potentially monetize the midstream business and reduce Noble Energy’s leverage. In reviewing the midstream business, the Noble Energy Board considered market dynamics, including decreased investor support for the master limited partnership (“MLP”) model and compression of valuations for sponsored MLPs. As a result, Noble Energy began reviewing two potential midstream transactions: (i) contributing Noble Energy’s other midstream assets to Noble Midstream, while simplifying the Noble Midstream structure through the exchange of incentive distribution rights in Noble Midstream indirectly held by Noble Energy for common units in Noble Midstream and (ii) engaging in a marketing effort, assisted by a leading investment bank, to sell its general partner and limited

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partner interest in Noble Midstream. With respect to the latter option, Noble Energy established a data room and engaged with multiple potential counterparties. Noble Energy planned to use the proceeds from the potential sale to reduce its outstanding indebtedness and/or return capital to stockholders.

On July 22, 2019, the Noble Energy Board conducted its annual strategy session with Noble Energy management in advance of its regularly scheduled meeting. The Noble Energy Board discussed a wide range of strategic issues and opportunities, including various commodity price outlooks, as well as the exploration and production industry structure, opportunities and challenges. With respect to commodity price outlook, the Noble Energy Board discussed (i) its expectation of slower future oil demand growth and range-bound oil prices ($45 to $65 per barrel, WTI) with significant potential volatility through time, (ii) the expectation of continued softness in U.S. natural gas prices and (iii) the likely impact of U.S. gas supply on global LNG pricing.

With respect to the industry, the Noble Energy Board observed that the U.S. exploration and production sector had been the worst performing investment sector over the previous five years and was characterized by high fragmentation, hyper-competitiveness and strong justification for consolidation. The Noble Energy Board also observed that the universe and market weighting of large capitalization, diversified exploration and production companies like Noble Energy showed decline and impact from a negative shift in general investor sentiment and significantly-reduced company valuations. The Noble Energy Board determined that in order to increase scale, reduce volatility and better deliver stockholder returns, cost efficiencies and sustainability, Noble Energy would likely need to participate in consolidation in some form, whether as an acquirer, through a merger-of-equals, or by combining with a well-capitalized major, integrated company.

In reaching this determination, the Noble Energy Board reviewed Noble Energy’s competitive position and discussed such factors as Noble Energy’s (i) strategic shift to a moderate growth focus, (ii) free cash flow generation ability in various commodity price conditions, (iii) competitive cost position, (iv) portfolio complexity, (v) absolute debt level and leverage relative to peers, (vi) potential increases in debt capital cost, (vii) potential intermittent access to debt capital markets; and (viii) potential inability to access additional equity capital. The Noble Energy Board further discussed the risk and the likely negative impacts to the company of a potential loss of its investment grade credit rating, including higher cost of, and less access to, capital and resulting challenges to the offshore business model. Also discussed was the valuation impact of asymmetric risks unique to its portfolio, particularly with respect to the concentration of onshore assets in the DJ Basin in Colorado, and political, security, market, economic and other risks associated with the Eastern Mediterranean assets.

As a result of these discussions, the Noble Energy Board directed management to identify potential paths to reduce indebtedness and volatility, create value, and manage and reduce portfolio risk, including (i) continuing to explore a sale of its interest in Noble Midstream (with the proceeds to be used to repay debt), (ii) partnering and engaging with smaller, comparably-sized and other companies to position Noble Energy to capitalize on potential onshore consolidation opportunities and (iii) potential transactions to address Eastern Mediterranean concentration risk, including a sell-down of Noble Energy’s interests.

Following this board meeting, Noble Energy management continued to test a sale of Noble Midstream, continued operational improvements, began exploring industry partnership opportunities, and evaluated the timing and structuring of potential actions to reduce volatility and perceived risk in its Eastern Mediterranean operations.

In the fall of 2019, Noble Energy received offers from a strategic midstream operator and a private equity-backed entity to purchase Noble Midstream. Neither offer was in a value range acceptable to the Noble Energy Board and both included additional operational commitments by Noble Energy that reduced overall value. As a result, Noble Energy concluded these efforts and shifted focus to an asset drop-down and simplification transaction with Noble Midstream. Several weeks later, with the approval of the Noble Energy Board, Noble Energy contributed its incentive distribution rights in Noble Midstream and Noble Energy’s U.S. onshore

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midstream assets to Noble Midstream for an additional $930 million in Noble Midstream common units and $670 million in cash. The cash proceeds were used to repay indebtedness outstanding under Noble Energy’s commercial paper program.

With respect to its Eastern Mediterranean assets, Noble Energy management concluded that the optimal time to consider selling a portion of its interest would be after the Leviathan field in Israel commenced natural gas production, which was expected on or about December 31, 2019. To explore such a possibility, Noble Energy contacted eight infrastructure-focused entities to measure third-party interest in acquiring a portion of Noble Energy’s interests in the region. Noble Energy entered into confidentiality agreements with several potential counterparties, provided due diligence materials and engaged in discussions over several months. These efforts did not result in any offers that were projected to increase value.

On October 23, 2019, Kevin Haggard, Noble Energy’s Vice President and Treasurer, met Frank Mount, Chevron’s General Manager, Mergers & Acquisitions, at an industry event and discussed general industry conditions. Mr. Mount advised that Chevron had been monitoring Noble Energy’s progress in the Eastern Mediterranean and requested a meeting with Noble Energy personnel focused on the region.

Around the same time period, David L. Stover, Noble Energy’s Chairman and Chief Executive Officer, received a phone call from the Chief Executive Officer of Company A, an independent energy company with operations in multiple U.S. basins, regarding industry consolidation and the importance of scale in light of commodity price uncertainty and volatility. While there was no discussion about a strategic transaction between the parties, they agreed to reconnect over the subsequent few weeks.

On December 3, 2019, Mr. Haggard, Amir Nebenzhal, Noble Energy’s Vice President of Business Development, and Mr. Mount met for dinner to discuss Noble Energy’s operations in the Eastern Mediterranean region. During this dinner, Mr. Mount indicated that Chevron was contemplating entry into the upstream sector in Egypt and indicated potential interest in regional cooperation.

Within a few days, Mr. Mount and Mr. Nebenzhal had a telephone call to discuss a potential path forward to determine if a transaction between Chevron and Noble Energy in the Eastern Mediterranean would be feasible. Because the exact nature of any potential transaction between the parties was unclear at this point, Messrs. Nebenzhal and Mount agreed it would be best for the parties to educate each other regarding their regional positions and views. Mr. Nebenzhal advised Mr. Mount that Noble Energy was not interested in a complete sale of its Eastern Mediterranean assets, but was potentially considering a partner to both reduce Noble Energy’s concentration risk and help accelerate the next phase of capital investment for growth needed in the region. Messrs. Mount and Nebenzhal agreed to reconnect early in the new year after the Leviathan start-up and once Chevron’s plans in Egypt became more firm.

On December 6, 2019, Mr. Stover met with the Chief Executive Officer of Company A regarding industry consolidation, including a high level discussion about a potential combination of Noble Energy and Company A. A follow-up call between the parties occurred on December 18, 2019, and the parties agreed to revisit discussions about a potential combination after the holidays.

On December 9, 2019, Mr. Stover had dinner with the Chief Executive Officer of Company B, an independent domestic energy company, who advised Mr. Stover that Company B was considering expanding its operations outside of the United States and was intrigued by Noble Energy’s high quality assets. The discussion included the benefits and obstacles of a combination of the two companies.

On December 11 and 12, 2019, the Noble Energy Board held a regularly scheduled, in person meeting, together with members of Noble Energy management. During the course of this meeting, Mr. Stover advised the Noble Energy Board of his discussions with Company A and Company B. The Noble Energy Board recommended that Mr. Stover continue discussions with Company A, but the Noble Energy Board was less interested in Company B due to the composition of Company B’s asset base.

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On December 31, 2019, Noble Energy announced the successful commencement of natural gas production from the Leviathan field.

On January 9, 2020, Mr. Nebenzhal informally met with the Chief Executive Officer, the Chief Financial Officer, and another executive of Company A. Mr. Nebenzhal and the Company A executives discussed the current state of the industry. In the course of the conversation, the Company A executives signaled that Company A was interested in low-decline gas assets and may have an interest in expanding its operations outside of the U.S.

On January 21, 2020, Mr. Stover met with Company A management at Company A’s corporate offices to further explore the viability of combining the two companies. The parties discussed risks and future opportunities and Company A’s concern about the scale and concentration of Noble Energy’s assets and operations outside the United States. The parties also discussed the complementary strategic fit of certain onshore U.S. assets. At the conclusion of the meeting, Company A’s management advised that the company planned to have a board level strategic review and committed to contact Noble Energy again after that review was completed.

On January 24, 2020, the Chief Executive Officer of Company A contacted Mr. Stover to advise that after reviewing the opportunities internally, the Company A board and management had decided not to continue discussions based on their belief that the timing was not right for Company A to dilute its focus on its U.S. unconventional resources.

On January 27 and 28, 2020, the Noble Energy Board held a regularly scheduled meeting with members of Noble Energy management. Following this meeting, the Noble Energy Board met in executive session to discuss the state of the exploration and production industry generally and Noble Energy’s position in the industry in particular. The Noble Energy Board determined that given investor sentiment toward the sector, environmental and climate concerns and increasing regulatory requirements, companies with a diversified portfolio of assets beyond traditional oil and gas, including renewables, would have a competitive advantage in the future, including with respect to free cash flow, value and sustainability. Similar to its views in July 2019, the Noble Energy Board concluded that to remain competitive in the future and to increase value, stability and diversification, Noble Energy would need to either become a consolidator to gain scale, or be sold to a larger, well-capitalized major, integrated company. Following this executive session, Scott D. Urban, Noble Energy Board’s Lead Independent Director, advised Mr. Stover of the sense of the Noble Energy Board and encouraged management to continue to pursue potential strategic transactions, including acquisitions, mergers-of-equals, and a sale of the company.

On February 2, 2020, Messrs. Nebenzhal and Haggard met with Mr. Mount and other Chevron business development representatives. Mr. Mount advised that he would be in the Eastern Mediterranean region in mid-February to announce a Chevron exploration agreement with Egypt, and he inquired as to whether he could visit the Leviathan facility. In a follow up call, Mr. Nebenzhal advised that Noble Energy could not grant the request at that time, in part due to the concern that Noble Energy hosting Chevron in the region could be disruptive to Noble Energy operations and lead to regional speculation. The parties agreed to enter into a mutual confidentiality agreement prior to holding more granular discussions, and that such discussions would involve a US-based mutual information sharing process to commence following Chevron’s Egypt announcement.

On February 4, 2020, Brent Smolik, Noble Energy’s President and Chief Operating Officer, Mr. Nebenzhal, the Chief Financial Officer of Company A and the head of business development of Company A met for a previously-scheduled dinner. Although Company A had earlier indicated that it was not prepared to discuss a combination with Noble Energy, the parties discussed the various benefits and opportunities created by business scale, including potential benefits of a corporate level combination of Noble Energy and Company A in the future.

On March 4, 2020, Noble Energy and Chevron executed a mutual confidentiality agreement to permit the parties to engage in discussions about each other’s Mediterranean assets.

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Beginning in early March, the Kingdom of Saudi Arabia, in response to Russia’s refusal to reduce oil production, initiated a price war that led to a collapse in oil prices. At approximately the same time, the COVID-19 pandemic began to alter all aspects of life throughout the world, including in the United States, Israel and the other areas in which Noble Energy has operations. The combination of these events had an unprecedented negative effect on the energy industry. By March 18, 2020, Noble Energy’s closing stock price had declined almost 88% from year-end 2019, to $3.02 per share.

On March 12, 2020, in response to the downturn and commodity market uncertainty, Noble Energy announced a reduction in planned capital expenditures to between $1.1 and $1.3 billion for 2020, a decrease of approximately $500 million.

Beginning on March 13, 2020, the Noble Energy Board began a series of periodic special meetings to actively monitor the status of Noble Energy’s performance, financial position, liquidity, leverage forecasts and leverage position versus peers, opportunities and possible impacts of a decreased credit rating, such as higher cost of debt funding, a potential material reduction in available revolving credit facility upon renewal, potential dependence on the high yield bond market, with periods of limited to no access during downturns, reduced ability to fund future capital budgets and multi-year, major project developments, and the resulting challenges to Noble Energy’s offshore business model.

On March 20, 2020, the Noble Energy Board held another special meeting in light of the COVID-19 pandemic, continued market volatility and liquidity concerns. In response to these concerns, the Noble Energy Board recommended and authorized that management make a sizeable draw under Noble Energy’s revolving credit agreement. Thereafter, Noble Energy drew 25%, or $1 billion, of its $4 billion revolving credit agreement.

Also on March 20, 2020, Moody’s Investors Service, Inc. (“Moody’s”) placed the ratings of Noble Energy indebtedness on review for downgrade due to weakness in oil and natural gas prices. Moody’s also expressed concern that Noble Energy would not generate credit metrics supportive of its investment grade credit rating, even with the announced reduction in capital spending for 2020 and the expectation of increased natural gas sales volumes in Noble Energy’s Eastern Mediterranean operations.

On March 23, 2020, Mr. Nebenzhal, together with Keith Elliott, Noble Energy’s Senior Vice President of Offshore, and John Lewis, Noble Energy’s Senior Vice President of Corporate Development, held a video conference meeting with Mr. Mount and other Chevron exploration representatives to share information about each party’s assets and operations in the Mediterranean region. The meeting concluded with a discussion of the scope of Chevron’s planned due diligence efforts.

On March 27, 2020, S&P Global Ratings (“S&P”) lowered its credit rating for Noble Energy to BBB-, with negative outlook.

On April 9, 2020, Messrs. Elliott, Lewis and Nebenzhal had a follow-up meeting with certain Chevron representatives to address outstanding questions between the parties with particular focus on regulatory and commercial matters in the Mediterranean region.

Also on April 9, 2020, Fitch Ratings reaffirmed its BBB rating of Noble Energy but revised the outlook from stable to negative.

On April 14, 2020, the Noble Energy Board reduced the company’s quarterly dividend by 83%, to $0.02 per share, payable on May 26, 2020, to holders of record as of May 11, 2020.

On April 15, 2020, Noble Energy announced a number of actions taken in response to the significant decline in oil and gas demand and commodity prices, including, in addition to the $1 billion draw on its revolving credit facility and reduction to the dividend, (i) making a further $350 million reduction of planned capital expenditures

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for 2020, (ii) identifying $125 million in cash cost savings (from categories including lease operating, production taxes, gathering and transportation, general and administrative, and asset retirement), (iii) taking voluntary reductions of senior leadership salaries by 10-20 percent and decreasing the cash retainer to directors by 25 percent through year-end 2020, (iv) implementing employee furlough and part-time programs to align Noble Energy’s workforce with near-term activity levels, (v) cash-settling certain 2020 crude oil hedges that had reached maximum value, generating an additional $145 million (later updated to $160 million) in realized gains in the first quarter, and (vi) adding new downside oil hedge protection through the remainder of 2020.

On April 17, 2020, Mr. Mount and Mr. Nebenzhal had a follow-up call to discuss the diligence process status. On that call Mr. Mount indicated that Chevron was potentially interested in creating a regional partnership with Noble Energy in the Eastern Mediterranean, and such partnership would need to be at least 50% owned by Chevron. Mr. Mount indicated that Chevron preferred a higher ownership percentage or a full acquisition. Mr. Mount also indicated Chevron would need more time to provide value indications. Mr. Mount asked Mr. Nebenzhal to explore the possibility for such partnership with Noble Energy management and respond with Noble Energy’s preferred structure and residual ownership before discussing valuation.

Following this meeting, Noble Energy management engaged in a financial review of a sale of an interest in Noble Energy’s Eastern Mediterranean operations.

On April 27 and 28, 2020, the Noble Energy Board held a regularly scheduled meeting via videoconference, together with members of Noble Energy management. As part of this meeting, the Noble Energy Board discussed, among other things, management’s analysis of a sale of an interest in Noble Energy’s Eastern Mediterranean position, including a sale of between 50-100% consistent with Chevron’s expression of interest. At the conclusion of two days of meetings, the Noble Energy Board concluded that a sale of 50-100% of the Eastern Mediterranean operations would not be in the best interest of Noble Energy and its stockholders for a number of reasons, including the loss of cash flow, tax leakage and reduced future growth prospects. The Noble Energy Board also determined that, in light of factors such as the company’s market performance, scale and leverage, the impact of the COVID-19 pandemic and Saudi/Russia price war on the industry as a whole, commodity price uncertainty, and the considerations discussed by the Noble Energy Board in July 2019 and January 2020, Noble Energy should be proactive in identifying and considering strategically impactful transactions, particularly transactions that would accelerate the de-levering of Noble Energy’s balance sheet, diversify the asset portfolio, improve the ability of the company to return capital to stockholders, reduce concentration risk and/or meaningfully increase the scale of the company. The Noble Energy Board identified an informal, three-director advisory team consisting of the Noble Energy Board’s Lead Independent Director, Scott D. Urban, and two other independent directors, Jeffrey L. Berenson and James E. Craddock (the “Advisory Group”), to collaborate with management to proactively identify and review various strategic alternatives that might be available to the company.

On May 1, 2020, the Advisory Group met with members of Noble Energy management to begin planning its process to evaluate potential strategic alternatives. As part of this discussion, the Advisory Group and Noble Energy management identified a number of potential external advisors and, after discussion, agreed that J.P. Morgan, which had addressed the Noble Energy Board and Noble Energy management on industry trends and mergers and acquisitions activity on several occasions over the prior months, should be engaged to assist and advise the company on the evaluation of strategic alternatives. J.P. Morgan was selected based on its industry experience and performance, as well as its long-standing relationship with, and knowledge of, Noble Energy. Following the Advisory Group meeting, Mr. Stover contacted a representative of J.P. Morgan to assist Noble Energy management and the Advisory Group in identifying and exploring strategic alternatives.

On May 8, 2020, Noble Energy announced its earnings for the first quarter of 2020. Due in large measure to the significant decrease in commodity prices Noble Energy reported a $4 billion net loss and recorded certain asset impairments to its U.S. onshore properties of $4.2 billion plus an additional $900 million charge for tax valuation allowance.

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On May 12, 2020, Mr. Smolik met Jay R. Pryor, Chevron’s Vice President, Business Development, for dinner at which Mr. Smolik advised Mr. Pryor that Noble Energy was not interested in selling 50% or more of its Eastern Mediterranean assets but would be willing to entertain a serious offer to acquire the company. Mr. Pryor agreed to consider this and respond if Chevron was interested.

On May 13, 2020, Messrs. Stover and Smolik had a videoconference meeting with the Advisory Group and J.P. Morgan to provide an update on Mr. Smolik’s dinner with Mr. Pryor, and to consider additional potential counterparties who might be interested in a strategically-meaningful transaction, such as an acquisition by Noble Energy, a merger-of-equals, or an acquisition of Noble Energy. Noble Energy management and the Advisory Group, with the assistance of J.P. Morgan, considered a number of potential counterparties that might be candidates to acquire or combine with Noble Energy, and, based on factors including potential asset synergies, ability to transact, potential attractiveness to Noble Energy stockholders and confidentiality considerations, determined that seven potential counterparties should be contacted, in addition to Chevron, Company B and Company A. Following discussion, the Advisory Group authorized Noble Energy management and J.P. Morgan to contact the select group of counterparties to test what options might create long-term value.

On May 14, 2020, J.P. Morgan, on behalf of Noble Energy, contacted the Chief Executive Officer of Company C, a large, global independent energy company, to gauge whether Company C would be interested in acquiring Noble Energy. While Company C stated that the opportunity was interesting, it would not likely be interested at the current time because it was focused on executing its organic strategy. Moreover, Company C expressed that it would not be interested in participating in a broad process. Company C did commit to respond definitively to J.P. Morgan within a few days.

Also on May 14, 2020, the Noble Energy Board held a special meeting via videoconference, joined by members of Noble Energy management, to discuss, among other things, the status of Noble Energy’s performance, financial position, liquidity, and credit rating. Members of management and the Advisory Group also apprised the other directors of the contacts with Chevron and Company C. Following this discussion, the Noble Energy Board authorized and encouraged Noble Energy management, in consultation with the Advisory Group, to continue its discussions with the list of identified potential counterparties.

On May 15, 2020, Mr. Stover contacted the Chief Executive Officer of Company D, a large, global energy company, to inquire as to Company D’s interest in acquiring Noble Energy. Mr. Stover outlined the merits of such a transaction for both parties’ stockholders. Company D’s Chief Executive Officer agreed that industry consolidation was required and advised that Company D was evaluating a number of different transactions, all at no premium or low premium. He expressed concern about the regulatory and political environment in Colorado and advised that understanding Noble Energy’s position in Colorado and its Eastern Mediterranean assets would be key considerations, and that any deal would have to be done at a low-to-no-premium. He committed to discuss Noble Energy internally with his management team and to respond after the Memorial Day holiday.

Also on May 15, 2020, a director of Company E, an independent, domestic energy company of a smaller scale relative to Noble Energy, and Mr. Stover discussed the potential for a strategic transaction in which Noble Energy would acquire Company E given the complementary nature of each company’s onshore U.S. assets. Mr. Stover and the director of Company E agreed to discuss the potential transaction in the coming weeks.

Also on May 15, 2020, J.P. Morgan called representatives of Company F, a global energy company, to inquire as to whether Company F would be interested in acquiring Noble Energy. The Company F representatives promised to consider it and respond to J.P. Morgan quickly. Two days later, a representative of Company F contacted J.P. Morgan and advised that, while it might have an interest in the Eastern Mediterranean assets, it was not willing to consider acquiring Noble Energy.

On May 18, 2020, Moody’s affirmed Noble Energy’s Baa3 rating with a negative outlook.

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On May 19, 2020, J.P. Morgan had a follow-up discussion with representatives of Company C, who reiterated that Company C was focused on executing its organic strategy and would not pursue acquiring Noble Energy.

On May 20, 2020, Mr. Stover contacted the Chief Executive Officer of Company G, a large, global energy company, and advised that Noble Energy was looking at strategic alternatives and wanted to inquire as to Company G’s interest in acquiring Noble Energy, given Company G’s complementary assets and financial capabilities. The Company G Chief Executive Officer agreed to discuss internally and respond shortly.

Also on May 20, 2020, Mr. Stover had a telephone call with the Chief Executive Officer of Company H, an independent energy company, in which the parties discussed industry conditions in the wake of several restructurings, continued commodity risk, and the criticality of creating scale through consolidation. Mr. Stover advised that Noble Energy management had identified Company H as a potential strategic business combination candidate, given the complementary nature of Company H’s assets relative to Noble Energy’s assets. Company H generally agreed on the need for consolidation, but expressed concern that achieving appropriate scale might take more than one merger. Company H’s Chief Executive Officer relayed that the Company H board had its own strategic session planned for late June and that he would reconnect with Mr. Stover after that discussion.

On May 22, 2020, Mr. Smolik had a follow-up discussion with the Chief Executive Officer of Company E to discuss the strategic benefits of Noble Energy acquiring Company E, including the complementary assets and increased scale. The Company E Chief Executive Officer noted that Company E had an upcoming board meeting and committed to reconnect with Mr. Smolik thereafter.

Also on May 22, 2020, Mr. Smolik had a telephone call with the Chief Executive Officer of Company I, an international energy company, to ascertain whether Company I might have an interest in exploring an acquisition of Noble Energy. Company I agreed on the criticality of business scale and the need for industry consolidation, relayed that Company I was interested in enhancing its international operations and promised to take the opportunity under advisement. Company I’s Chief Executive Officer also advised that Company I would only consider any such transaction at low-to-no-premium to Noble Energy’s trading price.

Also on May 22, 2020, Rachel G. Clingman, Noble Energy’s Senior Vice President and General Counsel, contacted representatives of Vinson & Elkins L.L.P. (“Vinson & Elkins”) to assist Noble Energy as outside legal counsel in the review of strategic alternatives.

On May 27, 2020, Messrs. Stover and Smolik had a telephone conference with the Advisory Group and J.P. Morgan to brief the Advisory Group on discussions with other potential counterparties and to discuss a call with Chevron planned for the following day. Mr. Stover briefed the Advisory Group on the two discussions with Company E and discussed the likelihood that, if Noble Energy pursued that acquisition, Company E would require some control premium.

On May 28, 2020, the Noble Energy Board held a special meeting via videoconference, joined by members of Noble Energy management. Members of management and the Advisory Group apprised the other directors of the status of contacts with various counterparties. The Noble Energy Board and management also held further discussions on matters including Noble Energy’s performance and financial position.

Also on May 28, 2020, Mr. Smolik had a telephone conversation with Mr. Pryor, who conveyed that Chevron was interested in acquiring Noble Energy. Mr. Pryor advised that he had the full support of the Chevron senior executive team to explore acquiring Noble Energy but, in the current environment, Chevron would not be in a position to pay a premium to Noble Energy’s trading price. Mr. Pryor advised that Chevron was prepared to move quickly and was sensitive to the risk of a leak to the public about Chevron’s interest in Noble Energy. Mr. Smolik responded that Noble Energy was focused upon intrinsic and overall value, especially given its portfolio of long-term, high quality and large scale assets, and therefore that an all-stock transaction where Noble

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Energy stockholders retained an ongoing ownership position was important to the Noble Energy Board. The parties agreed that it would be appropriate to discuss a specific exchange ratio at a later time, after Chevron had an ability to conduct a due diligence review of Noble Energy.

On May 29, 2020, Messrs. Stover and Smolik had a telephone conference with the Advisory Group and J.P. Morgan to summarize the prior day’s phone call with Chevron. The Advisory Group encouraged Messrs. Stover and Smolik to continue to engage with Chevron and to also follow up with the other potential counterparties who had not given a final response to discussions with Noble Energy.

On June 2, 2020, Mr. Stover had a follow-up call with the Chief Executive Officer of Company D, who advised Mr. Stover that Company D was continuing to evaluate low-to-no premium transactions with other counterparties and that, while Noble Energy was of interest, Company D preferred to conclude such evaluations before entertaining a transaction with Noble Energy. Company D requested a call if Noble Energy decided to proceed with another alternative, but reminded Mr. Stover that it would only be interested in a no-premium or at most low-premium transaction.

Also on June 2, 2020, Messrs. Stover and Smolik met with Mr. Pryor for follow-up discussions on the merits of a potential transaction. Mr. Pryor again reiterated that Chevron was focused on Noble Energy, had the desire and ability to move quickly, and continued to be opposed to any premium on current stock prices. Messrs. Stover and Smolik reiterated their view that the exchange ratio should reflect Noble Energy’s intrinsic value, and agreed that discussions of appropriate exchange ratios should be held following Chevron’s due diligence review.

On June 8, 2020, Mr. Smolik had a follow-up discussion with the Chief Executive Officer of Company I, who advised Mr. Smolik that Company I analyzed the opportunity in great detail and was not interested at this time mainly because of Noble Energy’s high absolute debt level and relative over-leverage, as well as Company I’s view of opportunities within its own onshore assets. The Chief Executive Officer of Company I also advised that in international opportunities, Company I was focused on organic growth over acquisitions.

Also on June 8, 2020, Mr. Stover contacted the Chief Executive Officer of Company A, to inquire if Company A was willing to re-engage to discuss a combination with Noble Energy. The Chief Executive Officer of Company A reiterated its position that Company A had decided to remain focused on its domestic operations and was not seeking to expand into international operations at this time.

On June 9, 2020, Mr. Stover had a follow-up discussion with an executive officer of Company G, who advised Mr. Stover that Company G did a thorough review of Noble Energy but found no strategic fit with Noble Energy’s Eastern Mediterranean position and, therefore, would conclude discussions with Noble Energy.

Also on June 9, 2020, Messrs. Stover and Smolik had a videoconference meeting with the Advisory Group and J.P. Morgan to discuss recent conversations with potential counterparties. Following this discussion, the Advisory Group and Noble Energy management requested that J.P. Morgan contact Company J, an international independent energy company, to assess whether Company J might be interested in a business combination with Noble Energy.

On June 10, 2020, as requested, J.P. Morgan contacted representatives of Company J. Company J advised that integrating Noble Energy’s Eastern Mediterranean assets would be a challenge to its existing portfolio and that it was not a good time for them to consider a transaction. Company J expressed reservations about the combined leverage of the two companies.

On June 11, 2020, the Noble Energy Board met via videoconference, together with members of Noble Energy management and representatives of Vinson & Elkins. A representative of Vinson & Elkins discussed legal matters with the Noble Energy Board, including the fiduciary duties of directors in the context of

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considering strategic alternatives. Upon completion of Vinson & Elkins’ presentation, representatives of J.P. Morgan joined the meeting to discuss, together with Noble Energy management, topics including an exploration and production market update, the relative performance of oil and gas companies of different sizes and credit ratings, considerations related to identified strategic alternatives (including potential acquisitions, mergers, sale transactions, and remaining standalone), considerations regarding potential counterparties and considerations specific to Chevron and to Noble Energy. The Noble Energy Board also discussed the potential for a transaction with Company E, observing that while an acquisition of Company E could improve cash flows and marginally reduce leverage, it would increase Noble Energy’s portfolio risk, would likely require Noble Energy to pay a control premium and was a smaller magnitude transaction that would be more appealing after a more strategic combination. Following discussion, the Noble Energy Board determined that it would be in the best interests of Noble Energy’s stockholders for Noble Energy to further explore a transaction with Chevron, and accordingly authorized and instructed management and the advisors to enter into a non-disclosure agreement and commence initial due diligence in order to better understand the merits and opportunities of a Chevron transaction. The Noble Energy Board further authorized and instructed Noble Energy management and the Advisory Group to continue to engage with other identified counterparties, including Company H and Company D.

On June 15, 2020, Chevron sent a draft mutual confidentiality agreement to Noble Energy to facilitate further discussions about a possible transaction. Over the course of the next several days, representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), Chevron’s outside counsel, and representatives of Vinson & Elkins, negotiated the terms of the confidentiality agreement between Chevron and Noble Energy, including the terms of a customary standstill provision binding on Chevron. The confidentiality agreement also contained a “fall away” provision rendering the standstill inapplicable following Noble Energy’s entry into a definitive agreement to effectuate a merger, business combination or certain other type of transaction involving all or a majority of the voting securities of Noble Energy or the consolidated assets of Noble Energy, or in the event that a third party commences (or announces an intention to commence) a tender or exchange offer for all or a majority of Noble Energy’s outstanding voting securities and Noble Energy or the Noble Energy Board either recommends or accepts such offer or fails to recommend that its stockholders reject such offer within ten business days from the date of such commencement or announcement.

On June 17, 2020, Mr. Smolik had a telephone conversation with the Chief Executive Officer of Company B, and was informed that, while Company B was intrigued by Noble Energy’s Eastern Mediterranean assets and potential cash flow generation, it would not consider a business combination with Noble Energy due to Noble Energy’s debt and leverage.

On June 20, 2020, Noble Energy and Chevron executed the mutual confidentiality agreement.

On June 22, 2020, Mr. Stover had a follow-up call with the Chief Executive Officer of Company D, who advised that Company D continued to remain focused on other strategic opportunities and was not prepared to turn its attention to Noble Energy, and reiterated its view that Company D would, in any event, pursue only a combination at low-to-no-premium.

On June 25, 2020, Mr. Stover had a meeting with the Chief Executive Officer of Company H, who advised that Company H would need additional information and certainty about Noble Energy’s Eastern Mediterranean position, that more than one transaction may be required to reach necessary scale, and that the combined company’s balance sheet would still be a concern.

Throughout the course of June 26 and 27, 2020, Noble Energy management presented to Messrs. Pryor and Mount as well as other Chevron representatives, including representatives from Paul Weiss and Credit Suisse Securities (USA) LLC (“Credit Suisse”), financial advisor to Chevron, with representatives from Vinson & Elkins and J.P. Morgan also in attendance, on a series of topics related to Noble Energy’s operations, both in person and by video conference.

On June 29, 2020, Noble Energy provided Chevron with access to an electronic data-room.

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On July 1, 2020, the Chief Executive Officer and a director of Company E contacted Messrs. Stover and Smolik to advise that Company E had finished its board review and remained interested in the scale that a transaction between Company E and Noble Energy would provide. Mr. Stover responded that Noble Energy remained interested but had other cost reduction initiatives underway. Company E agreed they would check back with Mr. Stover in August after each company’s respective earnings call.

Also on July 1, 2020, Messrs. Stover and Smolik had a videoconference meeting with the Advisory Group and J.P. Morgan to provide the Advisory Group with an update on discussions with Chevron and the other potential counterparties as well as preparation for the upcoming Noble Energy Board meeting scheduled for July 8, 2020.

Also on July 1, 2020, Mr. Smolik had a call with Mr. Pryor to discuss Chevron’s progress and to discuss follow-up due diligence. In the course of this call, Mr. Pryor advised Mr. Smolik that Chevron’s senior executive team had met the previous day and authorized Mr. Pryor to continue to progress discussions with Noble Energy.

Between July 2 and July 6, 2020, Mr. Stover had individual telephone conversations with each of the other members of the Noble Energy Board to solicit their input on whether the time was appropriate to entertain any of the strategic alternatives, in particular the potential transaction with Chevron, as opposed to continuing to execute on the company’s existing strategy on a standalone basis.

Messrs. Smolik and Pryor had another process discussion on July 6, 2020. Mr. Smolik reiterated Noble Energy’s position that any offer should reflect the intrinsic value of Noble Energy.

On July 8, 2020, the Noble Energy Board had a special videoconference meeting, with representatives of Noble Energy management, J.P. Morgan and Vinson & Elkins in attendance. Noble Energy management and J.P. Morgan provided the Noble Energy Board with a status update on the discussions with various potential counterparties as part of the review of strategic alternatives. In total, Noble Energy management or J.P. Morgan had discussed (i) a sale of Noble Energy with six potential acquirers, (ii) a strategic business combination with four potential counterparties and (iii) an acquisition of a smaller peer company. In addition, a number of other potential acquirers or counterparties were evaluated. J.P. Morgan also provided an update on various matters, including the state of the exploration and production industry. Noble Energy management and J.P. Morgan also discussed management’s range of financial forecasts, including the assumptions underlying such forecasts, including three sets of commodity price assumptions and two sets of activity level assumptions, and addressed the directors’ numerous questions regarding these assumptions. Management’s commodity price cases included (i) the “Base” case, with long term price assumptions of $50 / $55 per barrel (WTI / Brent) and $2.50 per mmbtu (Henry hub), (ii) the “Strip+” case which reflected the then current NYMEX strip pricing through 2024E with gradual escalation to $50 / $55 per barrel (WTI / Brent) and $2.50 per mmbtu (Henry hub) by 2029, and (iii) the “Upside” case, which assumed $60 / $65 per barrel (WTI / Brent) and $2.50 per mmbtu (Henry hub) pricing starting in 2022 through 2029. Please see “—Noble Energy Unaudited Prospective Financial Information” beginning on page 71 for additional information about these forecasts. The Noble Energy Board, management and J.P. Morgan discussed the relative likelihood of each set of commodity price assumptions and the appropriate probability weighting for each. The Noble Energy Board observed that with respect to the higher activity cases, Noble Energy would be limited by the company’s ability to finance the higher activity required to increase cash flows and lower leverage, and to manage through a cycle of low LNG prices. J.P. Morgan also analyzed the ability of Noble Energy’s unconventional businesses in the DJ Basin and Delaware Basin to generate future free cash flow, the estimated number of remaining drilling locations and the breakeven required oil price over time. Within 5-10 years, the remaining inventory would require higher oil prices to generate adequate returns.

The Noble Energy Board, management and J.P. Morgan further discussed the ability of Noble Energy to de-lever to 1.5x debt / EBITDAX, which was Noble Energy’s pre-downturn target leverage metric and the level at which Noble Energy believed it could begin increasing stockholder dividends. J.P. Morgan’s analysis showed that none of the management commodity price projection cases that management and the Noble Energy Board

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asked J.P. Morgan to review (including the Upside case) would enable Noble Energy to reduce its leverage below 1.7x EBITDAX and increase cash returned to stockholders through dividends or share repurchases within the next five years. In both the Base and Strip+ cases, Noble Energy’s net debt would remain above 2.9x EBITDAX through 2024. In light of this, the Noble Energy Board, management and J.P. Morgan discussed issues including the ability to return capital to stockholders, the credit rating, the potential for increased cost of debt, the degree of portfolio concentration risk associated with the Eastern Mediterranean and Colorado, the long-term viability of the existing development model, and the risk that transaction opportunities actionable at this time may not be actionable in the future.

J.P. Morgan provided and discussed with the Noble Energy Board a comparison of strategic alternatives, including remaining independent, a sale of the Eastern Mediterranean operations, a take-private of Noble Midstream, an acquisition of Company E, a combination of the prior three options, and a sale to Chevron, together with various financial comparatives of each (assuming, for hypothetical purposes only, no premium in each of an acquisition of Company E or a sale to Chevron). The Noble Energy Board observed that a potential transaction with Chevron (even at a hypothetical no premium) would reduce leverage and provide the greatest ability to increase dividends for the Noble Energy stockholders, as compared to Noble Energy’s standalone strategy and other alternatives. A sale of the Eastern Mediterranean operations would not meaningfully improve overall leverage metrics, would reduce future free cash flows and result in meaningful tax leakage. The take-private of Noble Midstream would have little effect on leverage and cash flows. An acquisition of Company E would modestly improve operating cash flow and free cash flow, but have no impact on dividend coverage and bring only a modest reduction in leverage, while increasing Noble Energy’s portfolio risk. The combination of all other alternatives had a high degree of execution risk and did not result in any material benefit on most metrics except for a modest reduction in leverage. Based on this review, the Noble Energy Board instructed Noble Energy management to continue to pursue a transaction with Chevron.

On July 9, 2020, Noble Energy issued a press release providing an operational and cost reduction update for the second quarter of 2020.

Also on July 9, 2020, Mr. Smolik had another call with Mr. Pryor who advised that Chevron intended to extend an offer. Mr. Smolik noted to Mr. Pryor that it would be important to the Noble Energy Board that an offer demonstrate the clear support of the Chevron Board of Directors.

Later that evening, Mr. Wirth called Mr. Stover to advise that Mr. Wirth would be providing an offer letter with the support of the Chevron Board. Mr. Wirth also advised that Mr. Pryor had his full authority to negotiate on behalf of Chevron.

On the morning of July 10, 2020, Mr. Pryor and Mr. Stover met in person to discuss Chevron’s proposal. Mr. Pryor explained that Chevron was highly impressed with Noble Energy’s assets and the cultural fit between the two organizations. However, Chevron would not agree to pay more than a modest premium in the current environment. Therefore, Chevron offered an exchange ratio of 0.1123 of a share of Chevron in exchange for each Noble Energy share, which was a 7.5% premium to Noble Energy’s closing price on the prior day. The 0.1123 ratio also represented a 2% premium to the ten day average closing price, a 1% premium to the three month average closing price and a nearly 11% premium to the average closing price for the period from March 6, 2020 (used by the Noble Energy Board as the beginning of the post-COVID 19 and OPEC price war period) through July 9, 2020. Chevron’s proposal emphasized the upside potential to Noble Energy stockholders from receiving Chevron’s stock and Chevron’s approximately 6% dividend yield. The proposal stressed that Chevron’s first financial priority is maintaining and growing the Chevron dividend and noted Chevron’s 33-year history of increasing dividends. It also implied a transaction-value-to-2021-estimated-EBITDAX of 6.8x based on management’s Base case forecast.

Also on July 10, 2020, Chevron sent a draft merger agreement to Noble Energy. Among other things, the draft included provisions that required Noble Energy to present the Chevron transaction to Noble Energy’s

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stockholders for approval even if a third party were to propose an alternative transaction that the Noble Energy Board determined to be a superior proposal (a “Force the Vote Provision”). The Chevron draft merger agreement also included a termination fee payable by Noble Energy in certain circumstances, including one in which the Noble Energy Board withdrew its recommendation in favor of the Chevron transaction in response to a superior proposal from a third party, equal to 4% of Noble Energy’s equity value implied by the transaction.

That afternoon, Messrs. Stover and Smolik had a videoconference meeting with the Advisory Group and J.P. Morgan to discuss a response to Chevron and to prepare for an upcoming Noble Energy Board meeting scheduled for July 13, 2020.

On July 13, 2020, the Noble Energy Board had a special videoconference meeting, with representatives of Noble Energy management, J.P. Morgan and Vinson & Elkins in attendance. Mr. Stover reviewed Chevron’s offer and his discussions with Mr. Pryor. Representatives of J.P. Morgan provided the Noble Energy Board with J.P. Morgan’s analyses regarding certain financial aspects of the proposal, including comparisons to various alternative exchange ratios.

The Noble Energy Board, Noble Energy management and the advisors engaged in a discussion of the specific risks and considerations relating to remaining a standalone entity. The Noble Energy Board discussed Noble Energy’s credit rating, including collateral posting requirements, ability to execute major offshore projects, the possibility and impact of relying on project-based secured financing on Noble Energy’s operations, the sustainability and financeability of an exploration and expansion program at elevated levels of leverage, the ability to reduce leverage, and the likelihood of lower liquidity driven by a significantly smaller revolving credit facility upon renewal. The Noble Energy Board, Noble Energy management and the advisors also discussed portfolio concentration risk and geopolitical instability across the Eastern Mediterranean region and Colorado, the ability to return capital to stockholders, the likelihood of a “lower for longer” price environment for oil and LNG, and the potentially asymmetric risk of timing for any potential recovery and the share price volatility of Noble Energy compared to major, integrated companies.

The Noble Energy Board also discussed with management and J.P. Morgan a comparison of Chevron and Noble Energy’s 2020 capital expenditure budget changes, the ability of both companies to continue funding exploration, and the impact of potential unsuccessful exploration, lower volumes from the Eastern Mediterranean, and/or a delay in funding expansion in Equatorial Guinea and Eastern Mediterranean on Noble Energy management’s forecasts. The Noble Energy Board observed that this analysis revealed that only very high levels of assumed success would position Noble Energy to reduce debt in the outer years of the company’s ten year plan.

The Noble Energy Board also discussed with management and J.P. Morgan the ability of Chevron to maintain its dividend, the impact of recent market conditions on Chevron and the potential impact of an acquisition of Noble Energy on Chevron. The Noble Energy Board observed that this analysis showed that Chevron had significant financial flexibility to continue both development and its current dividend payments, notwithstanding another two years of low commodity prices. In contrast, Noble Energy’s stand-alone analysis reflected financial stress should commodity prices fail to materially recover during this same timeframe. The Noble Energy Board also discussed transaction multiples and premiums from recent transactions.

The Noble Energy Board then discussed with Noble Energy management and the advisors a strategy to respond to Chevron. The Noble Energy Board considered a number of response options and ultimately unanimously agreed that the best path for stockholder value was to reject Chevron’s proposed exchange ratio but to indicate the Noble Energy Board’s continuing interest and to demonstrate to Chevron that intrinsic value supported a higher exchange ratio. Thereafter, J.P. Morgan representatives left the meeting and a representative of Vinson & Elkins summarized for the Noble Energy Board the key terms of Chevron’s proposed merger agreement, including the proposed Force the Vote Provision and the termination fee. The Noble Energy Board strongly rejected the Force the Vote Provision, particularly in light of Chevron’s position on its willingness to pay a premium.

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Also on July 13, 2020, Mr. Stover met in person with Mr. Pryor to advise that the Noble Energy Board was unwilling to accept Chevron’s proposal from a perspective of value and because the proposed premium failed to take into account any pre-COVID-19 performance. Mr. Stover advised Mr. Pryor that Noble Energy believed an exchange ratio that considered both the one-year average exchange ratio (0.1525) and the year-to-date average exchange ratio (0.1251) would be more appropriate. Mr. Pryor agreed to take Noble Energy’s position back to Chevron management, but also advised that he did not think that Chevron would be willing to transact at these exchange ratios.

On July 14, 2020, Mr. Pryor met in person with Mr. Stover and explained that, while Chevron remained very interested in the transaction, Chevron remained focused on its view of value and would not be able to agree to more than a single-digit, day-one implied premium. Mr. Pryor suggested that the parties and their advisors attempt to negotiate the merger agreement terms and revisit the exchange ratio at the end of the week.

On July 15, 2020, the Noble Energy Board had a special videoconference meeting, with representatives of Noble Energy management, J.P. Morgan and Vinson & Elkins in attendance. Mr. Stover updated the Noble Energy Board on the status of discussions with Chevron. Representatives of J.P. Morgan reviewed preliminary financial analyses of the proposed transaction and the Noble Energy Board (i) discussed matters including the impact on stock prices of prior dividend cuts by international oil companies, (ii) further reviewed the ability of Chevron to maintain its dividend, (iii) discussed potential strategic alternatives again, including an alternative where Noble Energy would acquire Noble Midstream and Company E, and would not sell its Eastern Mediterranean assets. Following this presentation, the representatives of J.P. Morgan left the meeting, and the directors engaged in a discussion with Noble Energy management and Vinson & Elkins on negotiating strategy. After discussion, the Noble Energy Board determined that it would be helpful to see how Noble Energy’s stock traded relative to Chevron’s stock for the remainder of the week, and the Noble Energy Board instructed Noble Energy’s management and advisors to negotiate the merger agreement with Chevron and its advisors and revisit the exchange ratio at the end of the week.

On July 16, 2020, Noble Energy sent Chevron a revised draft merger agreement that, among other revisions, eliminated the Force the Vote Provisions and proposed a termination fee of 2.5% of Noble Energy’s equity value implied by the transaction.

Also on July 16, 2020, representatives of J.P. Morgan and Credit Suisse had a telephone conference to discuss the due diligence topics that Noble Energy and its representatives proposed to ask Chevron, which topics had been previously provided to Chevron. During the course of this discussion, the J.P. Morgan representatives emphasized to the Credit Suisse representatives that the Noble Energy Board would not agree to a Force the Vote Provision.

On July 17, 2020, Paul Weiss sent Vinson & Elkins a revised draft merger agreement which, among other things, reinstated the Force the Vote Provision and proposed that Noble Energy’s termination fee would be equal to 3.75% of its equity value implied by the transaction. Later that day, representatives of Vinson & Elkins and Ms. Clingman had a discussion with representatives of Paul Weiss regarding the terms of the merger agreement, including the scope of representations and warranties and interim operating covenants.

Following the close of the market, Messrs. Stover and Smolik met in person with Mr. Pryor and Mr. Mount. Mr. Pryor proposed that Chevron would concede the Force the Vote Provision and agree to a 3.25% termination fee, and proposed an exchange ratio of 0.1180 of a share of Chevron in exchange for each Noble Energy share, which was a 5.1% increase in the exchange ratio from Chevron’s prior offer and a 6.6% premium to Noble Energy’s closing price on July 17th. The 0.1180 ratio also represented a nearly 11% premium to the ten day average closing price, a nearly 10% premium to the three month average closing price and a nearly 22% premium to the average closing price for the period from March 6, 2020 through July 17, 2020. The offer also implied a transaction-value-to-2021-estimated-EBITDAX multiple of 7.3x based on management’s Base case forecast.

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On the morning of July 18, 2020, the Noble Energy Board met via videoconference, together with members of Noble Energy management and representatives of Vinson & Elkins and J.P. Morgan. Representatives of J.P. Morgan provided J.P. Morgan’s preliminary financial analysis on the Chevron proposal. After much discussion among the Noble Energy Board, Noble Energy management and the advisors, the Noble Energy Board expressed support for, but not final approval of, a transaction at the proposed 0.1180 exchange ratio and instructed Mr. Stover to seek a further increase in the exchange ratio.

Mr. Stover thereafter contacted Mr. Pryor to ask him to arrange for a call with Mr. Wirth.

Mr. Stover called Mr. Wirth and advised that the parties were close to a transaction but the Noble Energy Board strongly desired an additional increase in the exchange ratio, noting that while the exchange ratio had improved, the premium had declined based upon interim relative stock price movement. Mr. Wirth confirmed that Mr. Stover had the authority from the Noble Energy Board to agree on terms, which Mr. Stover provided. After further discussion, Mr. Wirth agreed to an enhanced exchange ratio of 0.1191, in return for an increase in the proposed termination fee from 3.25% to 3.5%, which Mr. Stover accepted. The 0.1191 ratio represented a 7.6% premium to Noble Energy’s July 17, 2020 closing price, a 12% premium to the ten day average closing price, a nearly 11% premium to the three month average closing price and a nearly 23% premium to the average closing price for the period from March 6, 2020 through July 17, 2020. It also implied a transaction-value-to-2021-estimated-EBITDAX multiple of 7.3x based on management’s Base case forecast.

That afternoon, Vinson & Elkins sent Paul Weiss a revised draft of the merger agreement that, among other matters, eliminated the Force the Vote Provision and reflected a termination fee of 3.5% of Noble Energy’s equity value implied by the transaction.

Also that afternoon, Noble Energy management, assisted by J.P. Morgan, held a due diligence session concerning Chevron with Pierre R. Breber, Chevron’s Vice President and Chief Financial Officer and representatives from Credit Suisse. Mr. Breber provided an overview of Chevron’s operations and discussed Chevron’s expected results for the second quarter of 2020, including an anticipated significant charge for asset impairments and severance costs, commodity price realization pressures and low refinery utilization.

On the morning of July 19, 2020, the Noble Energy Board met via videoconference, together with members of Noble Energy management and representatives of Vinson & Elkins and J.P. Morgan. Representatives of J.P. Morgan reviewed with the Noble Energy Board their financial analyses of the proposed transaction at the agreed upon 0.1191 exchange ratio and the Noble Energy Board discussed with Noble Energy management and J.P. Morgan the standalone prospects for the company to pay down debt, return capital to stockholders and to fund expansion projects and exploration. The Noble Energy Board also discussed with J.P. Morgan a further analysis of the ability of Chevron to maintain its dividend, and the potential impact of an acquisition of Noble Energy on Chevron. The Noble Energy Board observed that this analysis showed that Chevron had financial flexibility to continue operations and its current dividend payments until at least 2022, regardless of whether commodity prices recovered. A representative of Vinson & Elkins updated the Noble Energy Board on the status of the merger agreement, including finalizing certain representations and warranties.

In the evening of July 19, 2020, the Noble Energy Board met via videoconference, together with members of Noble Energy management and representatives of Vinson & Elkins. A representative of Vinson & Elkins updated the Noble Energy Board on the key terms in the merger agreement. Following this discussion, representatives of J.P. Morgan joined the meeting. A representative of J.P. Morgan delivered its oral opinion, confirmed by delivery of a written opinion dated July 20, 2020, that, as of such date and based upon and subject to the factors and assumptions set forth in J.P. Morgan’s written opinion, the consideration to be paid to the holders of Noble Energy common stock in the proposed merger was fair, from a financial point of view, to such holders. See the section entitled “—Opinion of Noble Energy’s Financial Advisor” for more information.

After carefully considering the proposed terms of the transaction with Chevron, and taking into consideration the matters discussed during that meeting and prior meetings of the Noble Energy Board, including

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the factors described above and under the section entitled “—Recommendation of the Noble Energy Board and Reasons for the Merger,” the Noble Energy Board unanimously (1) declared that the merger agreement and the transactions contemplated thereby (including the merger), are fair to, and in the best interests of, Noble Energy’s stockholders, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (3) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the Noble Energy stockholders and (4) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the approval and adoption of the merger agreement and the transactions contemplated thereby (including the merger) by the Noble Energy stockholders.

Following the Noble Energy Board meeting, representatives of Vinson & Elkins and Noble Energy management worked throughout the night with representatives of Paul Weiss and Chevron management to finalize the merger agreement. In the early morning of July 20, 2020, Noble Energy and Chevron executed the merger agreement.

Prior to the opening of trading on July 20, 2020, Chevron issued a press release announcing execution of the merger agreement with Noble Energy.

Chevron’s Rationale for the Transaction

Chevron believes that the merger with Noble Energy presents Chevron with the opportunity:

Noble Energy Board’s Recommendations and Its Reasons for the Transaction

By unanimous vote, the Noble Energy Board, at a meeting held on July 19, 2020, (a) declared that the merger agreement and the transactions contemplated thereby (including the merger), are fair to, and in the best interests of, Noble Energy’s stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (c) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the Noble Energy stockholders and (d) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the approval and adoption of the merger agreement and the transactions contemplated thereby (including the merger) by the Noble Energy stockholders. The Noble Energy Board unanimously recommends that Noble Energy stockholders vote “FOR” the merger proposal, “FOR” the non-binding merger-related compensation proposal, and “FOR” the adjournment proposal.

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In reaching its determinations and recommendations, the Noble Energy Board consulted with company management and independent financial and legal advisors and considered a range of factors and scenarios, as discussed below. Factors that weighed in favor of the merger include:

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(i) the sale of all or part of its Eastern Mediterranean assets;

(ii) a take-private of its master limited partnership, Noble Midstream Partners LP;

(iii) a merger of equals with a peer company;

(iv) purchasing a smaller peer company with asset and cost synergies; and

(v) a combination of the foregoing.

After detailed consideration of the opportunities and risks of each alternative, the Noble Energy Board determined that entering into the merger agreement with Chevron provided a superior path for

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sustaining and enhancing stockholder value and mitigating risk, compared to pursuing an alternative transaction, in light of certain factors, including:

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In the course of its deliberations, the Noble Energy Board also considered a variety of risks and other potentially negative factors, including the following:

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The Noble Energy Board believed that, overall, the potential benefits of the merger to Noble Energy stockholders outweighed the potential risks and uncertainties of the merger.

In addition, the Noble Energy Board was aware of and considered that Noble Energy’s directors and executive officers may have interests in the merger that may be different from, or in addition to, their interests as stockholders of Noble Energy generally, as described below under the heading “—Interests of Directors and Executive Officers of Noble Energy in the Merger” beginning on page 76.

The foregoing discussion of factors considered by the Noble Energy Board is not intended to be exhaustive, but it includes material factors considered by the Noble Energy Board. In light of the variety of factors considered in connection with its evaluation of the merger, the Noble Energy Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Noble Energy Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Noble Energy Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Noble Energy Board based its recommendation on the entirety of the information presented.

Opinion of Noble Energy’s Financial Advisor

Pursuant to an engagement letter effective as of March 23, 2020, Noble Energy retained J.P. Morgan as its financial advisor in connection with the consideration of possible strategic M&A transactions, including the proposed merger. At the meeting of the Noble Energy Board on July 19, 2020, J.P. Morgan rendered its oral opinion to the Noble Energy Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be paid to holders of Noble Energy common

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stock in the proposed merger was fair, from a financial point of view, to such holders. J.P. Morgan subsequently confirmed its oral opinion by delivering its written opinion to the Noble Energy Board, dated as of July 20, 2020, that, as of such date, the consideration to be paid to the holders of Noble Energy common stock in the proposed merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated July 20, 2020, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Noble Energy’s shareholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Noble Energy Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the merger consideration to be paid to the holders of Noble Energy common stock in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of Noble Energy or as to the underlying decision by Noble Energy to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any shareholder of Noble Energy as to how such shareholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of Noble Energy and Chevron with respect to certain aspects of the merger, and the past and current business operations of Noble Energy, the financial condition and future prospects and operations of Noble Energy, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Noble Energy and Chevron or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume any obligation to undertake any such independent verification) any such information or its accuracy or completeness. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Noble Energy or Chevron under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on

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assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Noble Energy to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger will have the tax consequences described in “The Merger—Material U.S. Federal Income Tax Consequences” and that the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by Noble Energy and Chevron in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Noble Energy with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on Noble Energy or on the contemplated benefits of the merger.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s written opinion dated July 20, 2020, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of Noble Energy common stock in the proposed merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of Noble Energy or the underlying decision by Noble Energy to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed merger, or any class of such persons relative to the consideration in the proposed merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Noble Energy common stock or Chevron common stock will trade at any future time.

The terms of the merger agreement, including the merger consideration, were determined through arm’s length negotiations between Noble Energy and Chevron, and the decision to enter into the merger agreement was solely that of the Noble Energy Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Noble Energy Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Noble Energy Board or management with respect to the proposed merger or the merger consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Noble Energy Board, and contained in the presentation delivered to the Noble Energy Board on July 19, 2020 in connection with the rendering of such opinion and the summaries below do not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Selected Public Trading Multiples

Using publicly available information, J.P. Morgan compared selected financial data of Noble Energy with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to Noble Energy. None of the selected companies reviewed is identical or directly comparable to Noble Energy. However, these companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered sufficiently similar in certain respects to Noble Energy. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and

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other factors that could affect the companies differently than they would affect Noble Energy. The companies selected by J.P. Morgan were: