Upcoming Changes to Your ESIP

Human Energy. Yours. TM Upcoming Changes to Your ESIP Your Wealth. Upcoming Changes to Your ESIP 1

Upcoming Changes to Your ESIP We continually look for ways to make the Chevron Employee Savings Investment Plan (ESIP) work even harder for you. achieve that goal, we re making a few changes to the funds in the ESIP s investment lineup as well as some administrative updates. On April 1, 2014, we ll be adding three new investment options and dropping two existing options. In addition, quarterly statements will be delivered electronically starting with the second-quarter statements and the Vanguard quarterly administration fee will be reduced. You don t need to take action at this time, but you should review this newsletter to understand how the upcoming changes may affect you. If you decide you want to make adjustments to your account as a result of any of the changes, see the Connect with Vanguard information on page 15 to learn how. You ll also receive a legal notice in February about your new investment options and the costs associated with investing in them. As always, take time to consider the importance of a well-balanced and diversified investment portfolio. Remember that all investing is subject to risk, including the possible loss of the money you invest, and that diversification does not ensure a profit or protect against a loss. 2 February 2014

What s Inside Page 4 Page 8 Page 12 Page 14 Page 15 New Fund Choices Vanguard Small-Cap Index Fund Vanguard Emerging Markets Stock Index Fund Vanguard REIT Index Fund Closing Funds Artisan Small Cap Value Fund Vanguard Balanced Index Fund Other Plan Changes Reduced Administration Fees Electronic Statement Delivery Summary of ESIP Investment Options Connect with Vanguard Upcoming Changes to Your ESIP 3

New Fund Choices Beginning on April 1, 2014, you ll have the opportunity to invest in three new core funds: Vanguard Small-Cap Index Fund Institutional Plus Shares Vanguard Emerging Markets Stock Index Fund Institutional Shares Vanguard REIT Index Fund Institutional Shares 4 February 2014

Vanguard Small-Cap Index Fund Institutional Plus Shares (Ticker Symbol: VSCPX) The Vanguard Small-Cap Index Fund Institutional Plus Shares seeks long-term capital appreciation by investing all, or substantially all, of its assets in the stocks that make up the CRSP US Small Cap Index, a broadly diversified index of stocks of smaller U.S. companies. The fund holds each stock in approximately the same proportion as its weighting in the index. The fund may be suitable for investors seeking a simple, low-cost way to invest in small-cap stocks and willing to hold the investment for at least five years. It may not be suitable for investors who are unwilling to accept significant fluctuations in share price or who are interested in significant dividend income. Vanguard Emerging Markets Stock Index Fund Institutional Shares (Ticker Symbol: VEMIX) The Vanguard Emerging Markets Stock Index Fund Institutional Shares seeks long-term capital growth by investing substantially all (normally about 95 percent) of its assets in the common stocks included in the FTSE Emerging Index, a market-capitalization weighted index representing the performance of large- and mid-cap companies in emerging markets such as Brazil, Russia, India, Taiwan and China. The fund employs a form of sampling to reduce risk. The fund may be suitable for investors who seek both more diversification in a portfolio of U.S. and international developed market securities and long-term growth of capital and who plan to hold the investment for at least five years. It may not be suitable for investors who are unwilling to accept significant fluctuations in share price and who seek significant dividend income. Upcoming Changes to Your ESIP 5

Vanguard REIT Index Fund Institutional Shares (Ticker Symbol: VGSNX) The Vanguard REIT Index Fund Institutional Shares seeks to provide a high level of income and moderate long-term capital appreciation by investing in stocks issued by equity real estate investment trusts (REITs) in an attempt to parallel the investment performance of the MSCI US REIT Index. The fund may be appropriate for investors who seek a high level of dividend income and long-term growth of capital, would like to add real estate to their investment mix and plan to hold the investment for at least five years. It may not be a good choice for investors who are unwilling to accept significant fluctuations in share price or who seek a mutual fund that invests in a variety of industries. What Are Real Estate Investment Trusts (REITs)? Rather than directly buying properties which can be costly and difficult to convert to cash when needed some investors buy shares in companies that own and manage real estate. These companies are known as real estate investment trusts, or REITs. Unlike most corporations, REITs do not have to pay income taxes if they meet certain Internal Revenue Code requirements. qualify, a REIT must distribute at least 90% of its taxable income to its shareholders and receive at least 75% of that income from rents, mortgages and sales of property. REITs offer investors greater liquidity and diversification than direct ownership of properties. Vanguard REIT Index Fund s benchmark is the MSCI US REIT Index, which includes equity REITs. An equity REIT owns properties directly. Equity REITs generate income from rental and lease payments, and they offer the potential for growth from an increase in the value of the properties they own as well as occasional capital gains from property sales. 6 February 2014

New Fund Performance History The performance data shown represent past performance, which is not a guarantee of future results. Investment return and principal value will fluctuate, so investors shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit vanguard.com/performance. Vanguard Small-Cap Index Fund Institutional Plus Shares Vanguard Emerging Markets Stock Index Fund Institutional Shares Ticker symbol VSCPX VEMIX VGSNX Expense ratio* as a % (per $1,000) Performance Vanguard REIT Index Fund Institutional Shares 0.06% ($0.60) 0.12% ($1.20) 0.08% 1 Year** 37.85% 4.99% 2.48% 5 Year** 14.06% 16.93% 10 Year** 10.64% 8.62% Since inception** 16.74% 8.92% 8.76% Inception date December 17, 2010 June 22, 2000 December 2, 2003 Fund type U.S. stock International stock U.S. real estate stock *The cost of running the fund, expressed as a percentage of the fund s assets, as of the most recent fund prospectus. Source: Vanguard. **Performance as of December 31, 2013. Source: Morningstar. Do You Want to Invest in These New Funds? These new fund choices will be available in the ESIP starting April 1, 2014. See Page 15 to learn how to make an account change if you wish to take advantage of these new options. More information about these new funds will be available starting April 1, 2014, by going to hr2.chevron.com and choosing Vanguard, then going to the ESIP Investment Guide tab on the top navigation to get started. Upcoming Changes to Your ESIP 7

Closing Funds On April 1, 2014, two options will be removed from the ESIP investment lineup: Artisan Small Cap Value Fund Investor Class Vanguard Balanced Index Fund Institutional Shares Balances and contributions to these funds will be redirected as indicated in the tables on the following pages. You are not required to take any action; these changes will occur automatically. However, if you don t want your money redirected as described, you should contact Vanguard to choose other investments before 1 p.m., Pacific time (3 p.m., Central time), on March 31, 2014. 8 February 2014

How Your Money Will Move Artisan Small Cap Value Fund Investor Class The performance data shown represent past performance, which is not a guarantee of future results. Investment return and principal value will fluctuate, so investors shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit vanguard.com/performance. The performance of an index is not an exact representation of any particular investment, as you cannot invest directly in an index. Investment name Your Money Will Move From Here... Here... New Fund Benchmark Artisan Small Cap Value Fund Investor Class Vanguard Small-Cap Index Fund Institutional Plus Shares Ticker symbol ARTVX VSCPX Expense ratio* as a % (per $1,000) Performance 1.23% ($12.30) 0.06% ($0.60) 1 Year** 27.49% 37.85% 38.48% 5 Year** 16.68% 23.65% 10 Year** 9.52% 10.92% Since inception** 10.67% 16.74% Inception date September 29, 1997 December 17, 2010 Fund type U.S. stock U.S. stock CRSP US Small Cap Index * The cost of running the fund, expressed as a percentage of the fund s assets, as of the most recent fund prospectus. Source: Vanguard. The expense ratio shown for the Artisan Small Cap Value Fund excludes a 0.35% annual rebate that is allocated quarterly by purchasing additional fund shares for participants that invest in the fund. Upon the fund s closing, the final quarterly rebate of 0.0875% will be used to purchase shares of the Vanguard Small-Cap Index Fund Institutional Plus Shares for those participants who had invested in the Artisan Small Cap Value Fund in the first quarter of 2014. **Performance as of December 31, 2013. Source: Morningstar. Upcoming Changes to Your ESIP 9

Vanguard Balanced Index Fund Institutional Shares If you have money in or make contributions to the Vanguard Balanced Index Fund, your money will be redirected to the Retirement Trust with the target date closest to the year in which you will reach age 65, as shown in the table below. Please note that the 60% stock and 40% bond asset mix of your balance in the Vanguard Balanced Index Fund will change when your money transfers to a Retirement Trust. This is because none of the trusts currently have a 60% stock and 40% bond asset mix. Birth Year Retirement Trust Target Stocks/Bond Mix* 1993 or later Retirement 2060 90% stocks, 10% bonds 1988 1992 Retirement 2055 90% stocks, 10% bonds 1983 1987 Retirement 2050 90% stocks, 10% bonds 1978 1982 Retirement 2045 90% stocks, 10% bonds 1973 1977 Retirement 2040 90% stocks, 10% bonds 1968 1972 Retirement 2035 86% stocks, 14% bonds 1963 1967 Retirement 2030 78% stocks, 22% bonds 1958 1962 Retirement 2025 71% stocks, 29% bonds 1953 1957 Retirement 2020 63% stocks, 37% bonds 1948 1952 Retirement 2015 55% stocks, 45% bonds 1943 1947 Retirement 2010 42% stocks, 58% bonds 1942 or earlier Retirement Income 30% stocks, 70% bonds *The target stock/bond mixes of the trusts dated 2040 through 2060 are currently identical; however, as time passes, each trust will gradually shift its emphasis toward a more conservative mix depending on the maturity date of the trust. 10 February 2014

Vanguard Balanced Index Fund Institutional Shares Investment Name Investment Type Ticker Symbol Expense Ratio as a % (per $1,000)* 1 Year** 5 Year** 10 Year** Since Inception** Inception Date From Vanguard Balanced Index Fund Institutional Shares Retirement 2060 Retirement 2055 Retirement 2050 Retirement 2045 Retirement 2040 Retirement 2035 Retirement 2030 Retirement 2025 Retirement 2020 Retirement 2015 Retirement 2010 Retirement Income Balanced VBAIX 0.08% 18.11% 13.35% 7.04% 5.91% 12/01/2000 24.36% 15.84% 03/01/2012 24.41% 13.78% 10/05/2010 24.52% 15.84% 4.87% 06/28/2007 24.44% 15.80% 4.77% 06/28/2007 24.47% 15.78% 4.82% 06/28/2007 22.96% 15.44% 4.54% 06/28/2007 20.57% 14.63% 4.46% 06/28/2007 18.22% 13.75% 4.58% 06/28/2007 15.95% 12.85% 4.79% 06/22/2007 13.10% 11.90% 4.82% 06/28/2007 9.17% 10.67% 4.79% 06/22/2007 5.86% 8.65% 5.47% 06/22/2007 *The cost of running the fund, expressed as a percentage of the fund s assets, as of the most recent fund prospectus. Source: Vanguard. **Performance as of December 31, 2013. Source: Morningstar. Investments in Target Retirement Trusts are subject to the risks of their underlying funds. The year in the trust name refers to the approximate year (the target date) when an investor in the trust would retire and leave the workforce. The trust will gradually shift its emphasis from more aggressive investments to more conservative ones based on its target date. An investment in a Target Retirement Trust is not guaranteed at any time, including on or after the target date. Upcoming Changes to Your ESIP 11

Other Plan Changes Reduced Administration Fees Effective January 1, 2014, the quarterly Vanguard administration fee dropped from $11.50 to $8.50. You will see the lower fee in your first-quarter statement, which will be available in mid-april. The administration fee pays for expenses such as recordkeeping, participant communications and the call center. The lower fee is a result of a joint effort between Chevron and Vanguard to streamline these services. 12 February 2014

Electronic Statement Delivery Beginning with the second-quarter statement in 2014, quarterly ESIP statements will no longer be mailed to you even if you have chosen to receive them by mail in the past. Instead, you will be able to access your statements online by going to hr2.chevron.com and choosing Vanguard to log on. Then, select View my history, statements, & forms. If you have multiple accounts with Vanguard, you may need to select Employer plans first. Depending on your current delivery preferences, you may need to take action. If you are registered on vanguard.com and have chosen to receive your statements online, you do not need to do anything. You will continue to receive an email notification when your statement is available. If you are registered on vanguard.com and have chosen to receive your statements by mail in the past, you will be automatically registered for online delivery on April 1, 2014. You will receive an email notification when your statements are available. If you prefer to receive your quarterly statements and other Vanguard communications by mail, see Managing Your Account Online below. If you are not registered on vanguard.com, you will no longer receive quarterly statements during the year. However, Vanguard will continue to mail the fourth-quarter statement each year. You are strongly encouraged to register for online account access, so you can track your balance, manage your account and take advantage of the tools and resources available on the website. register, see Managing Your Account Online below. In addition to electronic statement delivery, if you re registered for online account access, transaction confirmations will also be delivered electronically unless you choose otherwise. Keep in mind that you still have the ability to get a free paper copy of a statement by accessing it online and printing it. You can also contact Vanguard and request that one be mailed to you. Managing Your Account Online Follow these instructions to register for online account access or to manage the way you receive statements and other Vanguard communications. Register for online account access Signing up is easy. Go to hr2.chevron.com and choose Vanguard to get started. You ll need your Social Security number, birth date, zip code and plan number, 095555. If you have an individual account at Vanguard, you will also need that account number to register. Manage your delivery preferences Once you re registered on vanguard.com, you will be automatically set up to receive statements and other Vanguard communications electronically. If you prefer to receive them by mail, you can change your delivery preferences online. Simply log on to your account by going to hr2.chevron.com and choosing Vanguard. Once you re logged on, go to My Profile and select Mailing Preferences. Upcoming Changes to Your ESIP 13

Summary of ESIP Investment Options Effective April 1, 2014 Chevron has organized your fund options into four tiers to help you make investment decisions. You can learn more about each of the funds and view the applicable prospectus by going to hr2.chevron.com and choosing Vanguard; then go to the ESIP Investment Guide tab on the top navigation to get started. Tier Target Retirement Trusts Core Funds Supplemental Funds Vanguard Brokerage Option Investment Option Retirement 2060 Retirement 2055 Retirement 2050 Retirement 2045 Retirement 2040 Retirement 2035 Retirement 2030 Retirement 2025 Retirement 2020 Retirement 2015 Retirement 2010 Retirement Income Vanguard Prime Money Market Fund Institutional Shares Vanguard Short-Term Bond Index Fund Institutional Plus Shares Vanguard tal Bond Market Index Fund Institutional Plus Shares SSgA U.S. Inflation Protected Bond Index Fund Class C Vanguard Institutional Index Fund Institutional Plus Shares Vanguard Institutional tal Stock Market Index Fund Institutional Plus Shares Vanguard tal World Stock Index Fund Institutional Shares Vanguard REIT Index Fund Institutional Shares New Vanguard Extended Market Index Fund Institutional Plus Shares Vanguard Small-Cap Index Fund Institutional Plus Shares New Vanguard Developed Markets Index Fund Institutional Plus Shares Vanguard Emerging Markets Stock Index Fund Institutional Shares New Chevron Common Stock Fund Chevron Leveraged ESOP Fund Dodge & Cox Income Separate Account Vanguard Windsor II Fund Admiral Shares Artisan Mid Cap Fund Investor Shares Neuberger Berman Genesis Fund Institutional Class Vanguard PRIMECAP Fund Admiral Shares American Funds EuroPacific Growth Fund Class R-6 Mutual funds and ETFs 14 February 2014

Connect with Vanguard Have Questions or Need to Make a Change? Contact Vanguard if you have any questions or if you would like to change how your contributions will be invested in light of the plan changes described in this newsletter. The investment choices described in this newsletter will be available starting April 1, 2014. Web access. Conduct account transactions, check account balances, research funds, create a financial plan and more. access your account, go to hr2.chevron.com and choose Vanguard to log on.* Interactive phone service. Conduct transactions, get detailed fund information and more. Call 1-888-825-5247 (610-669-8595 if you re outside the U.S.) and select option 1 to access Vanguard s 24-hour VOICE Network. You will need the VOICE personal identification number (PIN) you received in the mail from Vanguard to use this service. This PIN is different from the password you use to access your Vanguard account online. Participant Services Associates. Get personal assistance with transactions or ask questions about the ESIP. Call 1-888-825-5247 (610-669-8595 outside the U.S.) and select option 1. Associates are available from 5:30 a.m. to 6 p.m., Pacific time (7:30 a.m. to 8 p.m., Central time), Monday through Friday, except on stock market holidays. *For security reasons, you must register for online access. Vanguard.com provides onscreen instructions to complete the registration process. You will be prompted to enter your plan number (095555). Need Help With Your Retirement Planning? The upcoming changes in your ESIP investment options may have you thinking seriously about your approach to saving and investing for retirement. If you d like help with your financial planning or understanding how to invest, you may want to explore Vanguard s advice services. Learn more at vanguard.com/chevronadvice or call Vanguard Participant Services as indicated above. A note about risk. While U.S. Treasury or government agency securities provide substantial protection against credit risk, they do not protect investors against price changes due to changing interest rates. Unlike stocks and bonds, U.S. Treasury bills are guaranteed as to the timely payment of principal and interest. Bond funds are subject to the risk that an issuer will fail to make payments on time, and that bond prices will decline because of rising interest rates or negative perceptions of an issuer s ability to make payments. Prices of small- and mid-cap stocks often fluctuate more than those of large-company stocks. Investments in stocks or bonds issued by non-u.s. companies are subject to risks including country/regional risk and currency risk. These risks are especially high in emerging markets. Funds that concentrate on a relatively narrow market sector face the risk of higher share-price volatility. Because the Chevron Common Stock Fund and the Chevron Leveraged ESOP Fund concentrate on a single stock, they are considered riskier than a diversified stock mutual fund. Upcoming Changes to Your ESIP 15

For more information about any fund, including investment objectives, risks, charges and expenses, call Vanguard toll-free at 1-888-825-5247 (610-669-8595 outside the U.S.) and select option 1 to obtain a prospectus. The prospectus contains this and other important information about the fund. Read and consider the prospectus information carefully before you invest. You can also download Vanguard fund prospectuses at vanguard.com. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although a money market fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in such a fund. Retirement Trusts are not mutual funds. They are collective trusts available only to tax-qualified plans and their eligible participants. Investment objectives, risks, charges, expenses and other important information should be considered carefully before investing. The collective trust mandates are managed by Vanguard Fiduciary Trust Company, a subsidiary of The Vanguard Group, Inc. Vanguard funds are not sponsored, endorsed, sold, or promoted by the University of Chicago or its Center for Research in Security Prices, and neither the University of Chicago nor its Center for Research in Security Prices makes any representation regarding the advisability of investing in the funds. The funds or securities referred to herein are not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such funds or securities. For any such funds or securities, the prospectus or the Statement of Additional Information contains a more detailed description of the limited relationship MSCI has with Vanguard and any related funds. All rights in the FTSE Emerging Index (the Index ) vest in FTSE International Limited ( FTSE ). FTSE is a trademark of London Stock Exchange Group companies and is used by FTSE under license. The Vanguard Emerging Markets Index Fund (the Product ) has been developed solely by Vanguard. The Index is calculated by FTSE or its agent. FTSE and its licensors are not connected to and do not sponsor, advise, recommend, endorse, or promote the Product and do not accept any liability whatsoever to any person arising out of (a) the use of, reliance on, or any error in the Index or (b) investment in or operation of the Product. FTSE makes no claim, prediction, warranty, or representation either as to the results to be obtained from the Product or the suitability of the Index for the purpose to which it is being put by Vanguard. Morningstar data 2014 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. This communication provides only certain highlights of benefits provisions. It is not intended to be a complete explanation. It is neither a summary plan description nor a summary of material modification. If there are any discrepancies between this communication and legal plan documents, the legal plan documents will rule. Chevron, as the plan sponsor, reserves the right to amend, change or terminate these plans for any reason at any time. Some benefit plans and policies described in this communication may be subject to collective bargaining and, therefore, may not apply to union-represented employees. Vanguard, Vanguard Brokerage Services, VOICE, Admiral, Windsor and Connect with Vanguard are trademarks of The Vanguard Group, Inc. Vanguard Brokerage Services is a division of Vanguard Marketing Corporation, Member FINRA. 2014 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor of the Vanguard Funds. 2014 Chevron Corporation. All rights reserved. BBBBHHXD 022014 Recyclable paper