Executive Brief

  • Chevron Corporation provided preliminary Q3 2025 financial impact estimates related to its July 1, 2025 acquisition of Hess Corporation, reporting an estimated after-tax loss of $(200) to $(400) million, or adjusted earnings of $50 to $150 million excluding severance and transaction costs (Item 7.01).
  • Key Q3 2025 metrics include depreciation/amortization of $1.2 to $1.4 billion, net oil-equivalent production of 450-500 MBOED, capital expenditures of $1.0 to $1.25 billion, and $410 million proceeds from Malaysia/Thailand JDA asset sales (Item 7.01).
  • Approximately half of severance and transaction-related cash outflows are expected in Q3 2025, with the remainder over the next 12 months; working capital outflow guidance is $0.5 to $1.5 billion for Q3 2025 (Item 7.01).
  • Chevron expects approximately 2 billion common shares outstanding at September 30, 2025, with a weighted average of 1.95 billion shares during Q3 2025 (Item 7.01).
  • The preliminary financial information is unaudited, subject to change, and will be finalized in the Q3 earnings report expected around October 31, 2025 (Item 7.01).
  • Adjusted earnings exclude severance, acquisition costs, impairments, gains/losses on asset sales, tax items, pension effects, foreign currency, and other special items (Item 7.01).
  • Forward-looking statements caution that actual results may differ materially due to risks including commodity prices and demand (Item 7.01).
  • No other Items (e.g., 1.01, 2.02, 2.03, 5.02) were disclosed in this filing.
  • No exhibits other than the 8-K body text were attached.
  • This is new information updating investors on Q3 2025 preliminary financial impacts post-Hess acquisition.

Item-by-Item Analysis

Item 7.01 – Regulation FD Disclosure

  • What happened: Chevron disclosed preliminary estimates of Q3 2025 financial impacts related to the Hess acquisition and other operational guidance.
  • Parties/terms: Hess Corporation acquisition impacts from July 1 to September 30, 2025.
  • Financial estimates:
    • After-tax loss: $(200) to $(400) million.
    • Adjusted earnings (excluding severance and transaction costs): $50 to $150 million.
    • Depreciation, depletion, and amortization (pre-tax): $1.2 to $1.4 billion.
    • Net oil-equivalent production: 450 to 500 MBOED (includes downtime).
    • Capital expenditures: $1.0 to $1.25 billion.
    • Proceeds from Malaysia/Thailand JDA asset sale: $410 million.
    • Working capital outflow: $0.5 to $1.5 billion expected in Q3 2025.
  • Shares outstanding: ~2 billion common shares at September 30, 2025; weighted average 1.95 billion shares in Q3 2025.
  • Conditions/closing: Not applicable; information is preliminary and unaudited.
  • Non-GAAP measure: Adjusted earnings exclude severance, acquisition costs, impairments, gains/losses on asset sales, unusual tax items, pension settlements/curtailments, foreign currency effects, and other special items.
  • Forward-looking statements: Present with detailed cautionary language about risks and uncertainties.
  • Source: (Item 7.01, entire section).

Exhibits Summary

  • None attached.

Financial & Dilution Impact

  • Estimated after-tax loss related to Hess acquisition: $(200) to $(400) million in Q3 2025.
  • Adjusted earnings excluding transaction costs: $50 to $150 million.
  • Capital expenditures guidance: $1.0 to $1.25 billion.
  • Working capital outflow: $0.5 to $1.5 billion.
  • Shares outstanding: ~2 billion common shares at quarter-end; 1.95 billion weighted average shares.
  • No mention of new debt or equity issuance beyond shares outstanding.

Timeline & Required Actions

  • Q3 2025 earnings report expected on or around October 31, 2025.
  • Severance and transaction-related cash outflows expected half in Q3 2025, remainder over next 12 months.
  • No other milestones or approvals disclosed.

Risks & Monitoring

  • Risks include commodity price volatility, demand changes, final accounting adjustments, and other factors that may materially affect actual results.
  • Preliminary estimates subject to change pending finalization of financial reporting.
  • Monitor final Q3 2025 earnings release for updated results and reconciliation.

Metadata & Quality Checks

  • Parsing complete; no OCR or formatting issues detected.
  • Non-GAAP reconciliation referenced but detailed reconciliation not included in this filing.
  • Forward-looking statements present with full cautionary disclosure.
  • No conflicts or related-party transactions disclosed.

Final Checklist

  • Items disclosed: 7.01 only.
  • Exhibits: None.
  • Financial impact quantified.
  • Forward-looking statements and non-GAAP measures noted.
  • Timeline and risks clearly stated.

Summary

Chevron’s 8-K dated September 25, 2025, provides preliminary Q3 2025 financial impact estimates from the Hess acquisition, including an after-tax loss range and adjusted earnings guidance, along with operational metrics and share count. The information is unaudited and subject to change, with the final Q3 report due around October 31, 2025. Investors should monitor the upcoming earnings release for finalized results and further details.

Original Filing