Hess Midstream LP
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
HESM$29.96-1.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001193125-26-338055
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001193125-26-449879
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 119 previous paragraphs and 126 current paragraphs.
86 unchanged; 21 reworded; 19 added; 12 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Recent Events. On October 6, 2026, the Company and the Partnership entered into a definitive agreement with Chevron. The definitive agreement provides that the Company will acquire Chevron’s crude oil and natural gas gathering and processing and storage assets in the Denver Julesburg Basin (the “DJ Basin”). In addition, the Company will pay Chevron approximately $200 million in cash and Chevron will contribute to the Company 100% of its consolidated ownership interests in the Company, including 77,827,485 Class B units of the Partnership and 449,000 Class A shares of the Company, all of which will be canceled by the Company. Chevron will also contribute its ownership interests in the Company’s general partner. In exchange, the Company and Chevron agreed to amend their existing Bakken Commercial Agreements to, among other things, reduce crude oil and gas gathering and processing tariffs and fees payable by Chevron under the agreements, and extend the term of the agreements. See Note 11, Subsequent Eventsin the Notes to Consolidated Financial Statements. The transaction is expected to close by year-end 2026, subject to regulatory approvals and customary closing conditions. See Part II, Item 1ARisk Factors for a discussion of risks related to the announced transaction.
Current report
Third Quarter Results
Current report
Net cash provided by operating activities of $267.9 million;
Current report
Adjusted EBITDA of $319.9 million;
Current report
Operating and maintenance expenses (exclusive of depreciation) increased $0.9 million, of which $1.9 million is due to higher passthrough costs, partially offset by $1.0 million primarily due to lower employee costs charged to us under our omnibus and employee secondment agreements. Depreciation expense decreased $4.4 million primarily due to suspension of the Capa gas plant project and related engineering cost write off in prior-year quarter.
Current report
Income from equity investments decreased $2.8 million in the third quarter of 2026 compared to the third quarter of 2025 primarily due to lower volumes processed at the LM4 plant.
Current report
Operating and maintenance expenses (exclusive of depreciation) decreased $3.6 million, of which $1.8 million is due to lower employee costs charged to us under our omnibus and employee secondment agreements and $1.8 million is due to lower maintenance activity.
Current report
Interest expense, net of interest income, decreased $3.5 million in the third quarter of 2026 compared to the third quarter of 2025 primarily due to reduced borrowings under the Company’s revolving credit facility.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
Operating and maintenance expenses (exclusive of depreciation) decreased $5.8 million, of which $4.6 million is due to lower employee costs charged to us under our omnibus and employee secondment agreements and $1.2 million is due to lower maintenance activity.
Current report
On October 6, 2026, the Company and the Partnership entered into a definitive agreement with Chevron. The definitive agreement provides that the Company will acquire Chevron’s crude oil and natural gas gathering and processing and storage assets in the DJ Basin. In addition, the Company will pay Chevron approximately $200 million in cash and Chevron will contribute to the Company 100% of its consolidated ownership interests in the Company, including 77,827,485 Class B units of the Partnership and 449,000 Class A shares of the Company, all of which will be canceled by the Company. Chevron will also contribute its ownership interests in the Company’s general partner. In exchange, the Company and Chevron agreed to amend their existing Bakken Commercial Agreements to, among other things, reduce crude oil and gas gathering and processing tariffs and fees payable by Chevron under the agreements, and extend the term of the agreements. See Note 11, Subsequent Eventsin the Notes to Consolidated Financial Statements. The transaction is expected to close by year-end 2026, subject to regulatory approvals and customary closing conditions. See Part II, Item 1ARisk Factors for a discussion of risks related to the announced transaction.
Current report
the proposed transaction (“Transaction”) contemplated by the purchase and sale agreement dated October 6, 2026 (“Purchase Agreement”) may not close on the anticipated timeline or at all;
Current report
our ability to efficiently integrate the DJ Basin assets into our portfolio pursuant to the Transaction;
Current report
risks and uncertainties associated with Chevron continuing to provide employees and services to us under the amended secondment and employee transition agreement and transition services agreement pursuant to the Transaction;
Current report
diversion of management time on issues relating to the Transaction; unforeseen expenses associated with the Transaction;
Current report
the expected tax treatment of the Transaction and the tax implications of the Transaction for the Company and its shareholders;
Current report
the effects of the Transaction, including on our future financial condition, results of operations, strategy and plans;
Current report
our ability to refinance our existing indebtedness;
Current report
liability resulting from litigation; and
Removed paragraphs (12)
Previous report
Second Quarter Results
Previous report
Net cash provided by operating activities of $278.6 million;
Previous report
Adjusted EBITDA of $313.7 million;
Previous report
Income from equity investments increased $2.1 million in the second quarter of 2026 compared to the second quarter of 2025 primarily due to higher volumes processed at the LM4 plant.
Previous report
Operating and maintenance expenses (exclusive of depreciation) remained relatively flat in the second quarter of 2026 compared to the second quarter of 2025.
Previous report
Interest expense, net of interest income, remained relatively flat in the second quarter of 2026 compared to the second quarter of 2025. Income tax expense increased $2.0 million in the second quarter of 2026 compared to the second quarter of 2025 as a result of changes in income attributable to the Company.
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
Operating and maintenance expenses (exclusive of depreciation) decreased $1.0 million, of which $3.7 million is attributable to lower maintenance activity and $1.3 million is attributable to lower employee costs charged to us under our omnibus and employee secondment agreements, partially offset by $4.0 million attributable to higher third-party processing and offload fees.
Previous report
Income from equity investments increased $1.9 million in in the first six months of 2026 compared to the first six months of 2025 primarily due to higher volumes processed at the LM4 plant.
Previous report
Operating and maintenance expenses (exclusive of depreciation) decreased $2.2 million primarily due to lower employee costs charged to us under our omnibus and employee secondment agreements.
Previous report
liability resulting from litigation;
Previous report
risks and uncertainties associated with Hess’ integration with Chevron following the completion of the merger, including the failure of Chevron to realize anticipated synergies of the merger in the expected timeframe, operational challenges, the diversion of management’s attention from ongoing business concerns, or unforeseen expenses associated with the merger; and
Reworded paragraphs (21)
Previous wording
Significant financial and operating highlights for the second quarter of 2026 included:
Current wording
Significant financial and operating highlights for the third quarter of 2026 included:
Previous wording
Consolidated net income of $173.7 million;
Current wording
Consolidated net income of $179.1 million;
Previous wording
Net income attributable to Hess Midstream LP after deduction for noncontrolling interest of $96.4 million, or $0.75 basic earnings per Class A Share;
Current wording
Net income attributable to Hess Midstream LP after deduction for noncontrolling interest of $99.4 million, or $0.77 basic earnings per Class A Share;
Previous wording
Cash distribution of $0.7888 per Class A Share declared on July 27, 2026, an increase of $0.0096 per Class A Share for the second quarter of 2026 as compared with the first quarter of 2026.
Current wording
Cash distribution of $0.7985 per Class A Share declared on October 26, 2026, an increase of $0.0097 per Class A Share for the third quarter of 2026 as compared with the second quarter of 2026.
Previous wording
Revenues and other income in the second quarter of 2026 were $399.0 million, down from $414.2 million in the prior‑year quarter, primarily due to lower throughput volumes, partially offset by higher tariff rates and third-party services. Total operating costs and expenses in the second quarter of 2026 were $145.8 million, down from $154.0 million in the prior-year quarter, primarily due to lower employee costs and lower maintenance expense, partially offset by higher depreciation expense. Income from equity investments in the second quarter of 2026 was $6.1 million, up from $4.0 million in the prior‑year quarter, primarily due to higher volumes processed at the LM4 plant. Interest expense, net of interest income, in the second quarter of 2026 was $54.5 million, approximately flat compared with $55.4 million in the prior-year quarter. Income tax expense was $31.1 million, up from $29.1 million in the prior-year quarter as a result of changes in income attributable to the Company. As a result, consolidated net income decreased $6.0 million while Adjusted EBITDA decreased $2.3 million for the second quarter of 2026 compared with the second quarter of 2025.
Current wording
Revenues and other income in the third quarter of 2026 were $410.1 million, down from $420.9 million in the prior‑year quarter, primarily due to lower throughput volumes, partially offset by higher tariff rates. Total operating costs and expenses in the third quarter of 2026 were $147.7 million, down from $162.0 million in the prior-year quarter, primarily due to lower charges under our omnibus and employee secondment agreements and lower maintenance expenses. Income from equity investments in the third quarter of 2026 was $2.4 million, down from $5.2 million in the prior‑year quarter, primarily due to lower volumes processed at the LM4 plant. Interest expense, net of interest income, in the third quarter of 2026 was $53.6 million, down from $57.1 million in the prior-year quarter, primarily due to reduced borrowings under the Company’s revolving credit facility. Income tax expense was $32.1 million, up from $31.5 million in the prior-year quarter as a result of changes in income attributable to the Company. As a result, consolidated net income increased $3.6 million while Adjusted EBITDA decreased $0.8 million for the third quarter of 2026 compared with the third quarter of 2025.
Previous wording
Throughput volumes decreased 15% for oil terminaling and 12% for water gathering in the second quarter of 2026 compared with the second quarter of 2025, primarily due to lower production as a result of lower new-well activity. Throughput volumes decreased 4% for gas processing in the second quarter of 2026 compared with the second quarter of 2025, primarily due to planned maintenance at the Tioga Gas Plant.
Current wording
Throughput volumes decreased 10% for oil terminaling, 8% for gas processing and 4% for water gathering in the third quarter of 2026 compared with the third quarter of 2025, primarily due to lower production. Direct third-party volumes were relatively flat in the third quarter of 2026 compared with the third quarter of 2025.
Previous wording
Revenues and other income decreased $12.6 million in the second quarter of 2026 compared to the second quarter of 2025, of which, $16.0 million is attributable to lower gas gathering physical volumes delivered by Chevron, $6.7 million is attributable to lower crude oil gathering physical volumes delivered by Chevron and $2.3 million is attributable to lower water gathering and disposal revenue. These decreases are partially offset by $4.9 million attributable to higher tariff rates, $3.5 million attributable to services provided directly to third parties, $2.7 million attributable to higher MVC revenue recognized in the second quarter of 2026 and $1.3 million attributable to higher pass‑through revenue.
Current wording
Revenues and other income decreased $9.5 million in the third quarter of 2026 compared to the third quarter of 2025, of which, $13.3 million is attributable to lower gas gathering physical volumes delivered by Chevron, $4.3 million is attributable to lower crude oil gathering physical volumes delivered by Chevron, $0.9 million is attributable to lower water gathering and disposal revenue and $0.3 million attributable to lower pass‑through revenue. These decreases are partially offset by $5.3 million attributable to higher MVC revenue recognized in the third quarter of 2026, $3.7 million attributable to higher tariff rates and $0.3 million attributable to services provided directly to third parties.
Previous wording
Operating and maintenance expenses (exclusive of depreciation) decreased $4.3 million, of which $5.6 million is attributable to lower employee costs charged to us under our omnibus and employee secondment agreements, partially offset by $1.3 million attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees. Depreciation expense increased $3.9 million due to new gathering assets brought into service.
Current wording
Operating and maintenance expenses (exclusive of depreciation) decreased $8.8 million, of which $5.7 million is due to lower employee costs charged to us under our omnibus and employee secondment agreements and $3.1 million is due to lower maintenance activity. Depreciation expense increased $2.9 million due to new gathering assets brought into service.
Previous wording
Revenues and other income decreased $6.6 million in the second quarter of 2026 compared to the second quarter of 2025, of which $16.0 million is attributable to lower gas processing physical volumes delivered by Chevron, partially offset by $5.2 million attributable to services provided directly to third parties, $3.9 million attributable to higher tariff rates and $0.3 million attributable to higher pass‑through revenue.
Current wording
Revenues and other income decreased $6.5 million in the third quarter of 2026 compared to the third quarter of 2025, of which $13.3 million is attributable to lower gas processing physical volumes delivered by Chevron, partially offset by $3.7 million attributable to higher tariff rates, $1.9 million attributable to higher pass‑through revenue and $1.2 million attributable to services provided directly to third parties.
Previous wording
Revenues and other income increased $4.0 million in the second quarter of 2026 compared to the second quarter of 2025, of which $7.0 million is attributable to higher tariff rates, $0.6 million is attributable to higher MVC revenue and another $0.6 million is attributable to services provided directly to third parties. These increases were partially offset by $4.2 million attributable to lower physical volumes delivered by Chevron.
Current wording
Revenues and other income increased $5.2 million in the third quarter of 2026 compared to the third quarter of 2025, of which $7.0 million is attributable to higher tariff rates, $1.2 million is attributable to higher MVC revenue and $0.2 million is attributable to services provided directly to third parties. These increases were partially offset by $3.2 million attributable to lower physical volumes delivered by Chevron.
Previous wording
Results of operations for the six months ended June 30, 2026 and 2025 are presented below (in millions, unless otherwise noted).
Current wording
Results of operations for the nine months ended September 30, 2026 and 2025 are presented below (in millions, unless otherwise noted).
Previous wording
Revenues and other income decreased $12.1 million in the first six months of 2026 compared to the first six months of 2025, of which $22.8 million is attributable to lower gas gathering physical volumes delivered by Chevron, $8.5 million is attributable to lower crude oil gathering physical volumes delivered by Chevron and $3.7 million is attributable to lower water gathering and disposal revenue. These decreases are partially offset by $8.8 million attributable to higher tariff rates, $6.5 million attributable to services provided directly to third parties, $6.2 million attributable to higher pass‑through revenue and $1.4 million attributable to higher MVC revenue recognized in the first six months of 2026.
Current wording
Revenues and other income decreased $21.6 million in the first nine months of 2026 compared to the first nine months of 2025, of which $34.7 million is attributable to lower gas gathering physical volumes delivered by Chevron, $13.0 million is attributable to lower crude oil gathering physical volumes delivered by Chevron and $5.1 million is attributable to lower water gathering and disposal revenue. These decreases are partially offset by $11.8 million attributable to higher tariff rates, $6.8 million attributable to services provided directly to third parties, $6.7 million attributable to higher MVC revenue recognized in the first nine months of 2026 and $5.9 million attributable to higher pass‑through revenue.
Previous wording
Operating and maintenance expenses (exclusive of depreciation) decreased $5.0 million, of which $10.6 million is attributable to lower employee costs charged to us under our omnibus and employee secondment agreements and $4.6 million is attributable to lower maintenance activity. These decreases are partially offset by $6.2 million attributable to higher pass‑through costs, including produced water trucking and disposal and electricity fees and $4.0 million attributable to all other costs. Depreciation expense increased $9.2 million due to new gathering assets brought into service.
Current wording
Operating and maintenance expenses (exclusive of depreciation) decreased $13.8 million, of which $16.3 million is due to lower employee costs charged to us under our omnibus and employee secondment agreements and $3.4 million is primarily due to lower maintenance activity. These decreases are partially offset by $5.9 million due to higher pass‑through costs, including produced water trucking and disposal and electricity fees. Depreciation expense increased $12.1 million due to new gathering assets brought into service.
Previous wording
Revenues and other income decreased $6.0 million in the first six months of 2026 compared to the first six months of 2025, of which $24.3 million is attributable to lower gas processing physical volumes delivered by Chevron, partially offset by $10.0 million attributable to services provided directly to third parties, $7.8 million attributable to higher tariff rates and $0.5 million attributable to higher pass‑through revenue.
Current wording
Revenues and other income decreased $12.5 million in the first nine months of 2026 compared to the first nine months of 2025, of which $37.6 million is attributable to lower gas processing physical volumes delivered by Chevron, partially offset by $11.5 million attributable to higher tariff rates, $11.2 million attributable to services provided directly to third parties and $2.4 million attributable to higher pass‑through revenue.
Previous wording
Operating and maintenance expenses (exclusive of depreciation) decreased $2.6 million primarily due to lower maintenance activity.
Current wording
Operating and maintenance expenses (exclusive of depreciation) remained flat as higher pass-through costs were offset by lower employee costs charged to us under our omnibus and employee secondment agreements. Depreciation expense decreased $4.1 million primarily due to suspension of the Capa gas plant project and related engineering cost write off in the first nine months of 2025. General and administrative expenses decreased $2.6 million due to lower employee costs charged to us under our omnibus and employee secondment agreements
Previous wording
Revenues and other income increased $11.0 million in the first six months of 2026 compared to the first six months of 2025, of which $14.2 million is attributable to higher tariff rates, $1.1 million is attributable to higher MVC revenue and $1.0 million is attributable to services provided directly to third parties, partially offset by $5.3 million attributable to lower physical volumes delivered by Chevron.
Current wording
Revenues and other income increased $16.2 million in the first nine months of 2026 compared to the first nine months of 2025, of which $20.8 million is attributable to higher tariff rates, $2.3 million is attributable to higher MVC revenue and $1.2 million is attributable to services provided directly to third parties, partially offset by $8.1 million attributable to lower physical volumes delivered by Chevron.
Previous wording
Interest expense, net of interest income, decreased $1.9 million in the first six months of 2026 compared to the first six months of 2025, of which $2.8 million is attributable to lower interest on our senior unsecured notes and $2.0 million is attributable to extinguishment loss, each related to the early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes in the prior year, partially offset by $1.5 million attributable to higher interest on higher borrowings under our Credit Facilities and $1.4 million attributable to lower interest income.
Current wording
Interest expense, net of interest income, decreased $5.4 million in the first nine months of 2026 compared to the first nine months of 2025, of which $2.8 million is attributable to lower interest on our senior unsecured notes and $2.0 million is attributable to extinguishment loss, each related to the early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes in the prior year. Additionally, $2.0 million of the decrease is attributable to lower interest on lower borrowings under our Credit Facilities, partially offset by $1.4 million attributable to lower interest income.
Previous wording
Income tax expense increased $7.2 million in the first six months of 2026 compared to the first six months of 2025 as a result of changes in income attributable to the Company.
Current wording
Income tax expense increased $7.8 million in the first nine months of 2026 compared to the first nine months of 2025 as a result of changes in income attributable to the Company.
Previous wording
Operating Activities. Net cash provided by operating activities increased $52.6 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in cash provided by changes in working capital of $51.7 million and a decrease in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $10.0 million, partially offset by a decrease in revenues and other income of $7.1 million and a decrease in distributions received from equity investments of $2.0 million.
Current wording
Operating Activities. Net cash provided by operating activities increased $61.6 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to an increase in cash provided by changes in working capital of $56.1 million and a decrease in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $25.6 million, partially offset by a decrease in revenues and other income of $17.9 million and a decrease in distributions received from equity investments of $2.2 million.
Previous wording
Investing Activities. Net cash used in investing activities decreased $57.0 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by completion of our multi-year projects for expansion of compression capacity and the timing of payments for additions to property, plant, and equipment related to ongoing capital projects.
Current wording
Investing Activities. Net cash used in investing activities decreased $111.3 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily driven by completion of our multi-year projects for expansion of compression capacity and the timing of payments for additions to property, plant, and equipment related to ongoing capital projects.
Previous wording
Financing Activities. Net cash used in financing activities increased $106.7 million for the six months ended June 30, 2026, compared to the same period in 2025. In the first six months of 2026, net repayments of our revolving credit facility balances were $82.0 million compared to $258.0 million of borrowings in the first six months of 2025, and repayments of the term loan were $15.0 million compared to $10.0 million, respectively. The prior period also included impacts of refinancing of senior unsecured notes of $12.5 million. In addition, in the first six months of 2026, we spent $241.0 million less for share and unit repurchases and paid higher distributions to shareholders and noncontrolling interests of $15.2 million compared to the same period in 2025.
Current wording
Financing Activities. Net cash used in financing activities increased $175.0 million for the nine months ended September 30, 2026, compared to the same period in 2025. In the first nine months of 2026, net repayments of our revolving credit facility balances were $158.0 million compared to $341.0 million of borrowings in the first nine months of 2025, and repayments of the term loan were $22.5 million compared to $15.0 million, respectively. The prior period also included impacts of refinancing of senior unsecured notes of $12.5 million. In addition, in the first nine months of 2026, we spent $342.0 million less for share and unit repurchases and paid higher distributions to shareholders and noncontrolling interests of $23.0 million compared to the same period in 2025.