FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements and other forward-looking statements in this document by words such as
expects, focus, intends, anticipates, plans, targets, poised, advances, drives, aims, forecasts,
believes, approaches, seeks, schedules, estimates, positions, pursues, progress, may, can, could, should,
will, budgets, outlook, trends, guidance, commits, on track, objectives, goals, projects, strategies,
opportunities, potential, ambitions, aspires and similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the
consummation of the potential transaction, including the expected time period to consummate the potential transaction, and the anticipated benefits (including synergies) of the potential transaction. All such forward-looking statements are based
upon current plans, estimates, expectations, and ambitions that are subject to risks, uncertainties, and assumptions, many of which are beyond the control of Chevron and Hess, that could cause actual results to differ materially from those expressed
in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated
by Chevron and Hess; potential delays in consummating the potential transaction, including as a result of regulatory proceedings or the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement;
risks that such ongoing arbitration is not satisfactorily resolved and the potential transaction fails to be consummated; Chevrons ability to integrate Hess operations in a successful manner and in the expected time period; the
possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; risks that the anticipated tax treatment of the potential transaction is not obtained; unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and
support; unexpected future capital expenditures; potential litigation relating to the potential transaction that could be instituted against Chevron and Hess or their respective directors; the possibility that the potential transaction may be more
expensive to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency or completion of the potential transaction on the parties business relationships and business generally;
risks that the potential transaction disrupts current plans and operations of Chevron or Hess and potential difficulties in Hess employee retention as a result of the potential transaction, as well as the risk of disruption of Chevrons or
Hess management and business disruption during the pendency of, or following, the potential transaction; changes to the companys capital allocation strategies; uncertainties as to whether the potential transaction will be consummated on
the anticipated timing or at all, or if consummated, will achieve its anticipated economic benefits, including as a result of risks associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that
may be related to the potential transaction and that are not waived or otherwise satisfactorily resolved; changes in commodity prices; negative effects of the announcement of the potential transaction, and the pendency or completion of the proposed
acquisition on the market price of Chevrons or Hess common stock and/or operating results; rating agency actions and Chevrons and Hess ability to access short- and long-term debt markets on a timely and affordable basis;
various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; labor
disputes; changes in labor costs and labor difficulties; the effects of industry, market, economic, political or regulatory conditions outside of Chevrons or Hess control; legislative, regulatory and economic developments targeting
public companies in the oil and gas industry; and the risks described in (i) Part I, Item 1A Risk Factors of (a) Chevrons Annual Report on Form 10-K for the year ended
December 31, 2023 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 and (b) Hess Annual Report on Form 10-K for the
year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, (ii) Hess definitive proxy statement in connection with the potential transaction,
and (iii) other filings of Chevron and Hess with the U.S. Securities and Exchange Commission (SEC). Other unpredictable or factors not discussed in this communication could also have material adverse effects on
forward-looking statements. Neither Chevron nor Hess assumes an obligation to update any forward-looking statements, except as required by law. You are cautioned not to place undue reliance on any of these forward-looking statements as they are not
guarantees of future performance or outcomes and that actual performance and outcomes. These forward-looking statements speak only as of the date hereof.