Kinetik Holdings Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
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
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001692787-26-000116
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.
0001692787-26-000146
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSKey Performance MetricsThe 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 117 previous paragraphs and 118 current paragraphs.
61 unchanged; 40 reworded; 14 added; 16 removed; 0 previous and 3 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 (14)
Current report
ECCC Pipeline
Current report
On October 30, 2026, Kinetik Receivables LLC requested an increase of commitments pursuant to Amendment No. 2 to the Receivable Purchase Agreement, originally dated as of April 2, 2024, by $50.0 million. After giving effect to such request, the aggregate commitments under the Amended A/R Facility increased to $275.0 million.
Current report
General and administrative expenses decreased by $7.7 million, or 26%, to $22.4 million for the three months ended September 30, 2026, compared to $30.1 million for the same period in 2025. The decrease was mainly driven by decreases in share-based compensation expenses of $4.9 million, litigation-related fees of $1.9 million and insurance expenses of $1.3 million.
Current report
Depreciation and amortization expenses
Current report
Interest expense
Current report
Interest expense decreased by $7.0 million, or 11%, to $54.7 million for the three months ended September 30, 2026, compared to $61.7 million for the same period in 2025. The decrease in interest expense was primarily driven by a decrease in interest expenses of $5.0 million resulting from lower outstanding debt balances and a $3.2 million increase in net realized and unrealized gains on interest rate swaps, partially offset by a decrease in capitalized interest of $1.1 million. Refer to Note 12—
Current report
Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.
Current report
Equity in earnings of unconsolidated affiliates decreased by $11.1 million, or 19%, to $47.2 million for the three months ended September 30, 2026, compared to $58.3 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from PHP of $3.6 million and Breviloba of $3.7 million due to normal operations, and EPIC of $3.8 million due to the divestiture of the Company’s related equity interest in October 2025.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
Depreciation and amortization expenses
Current report
Other Income (Expenses)
Current report
Interest expense
Current report
Interest expense decreased by $11.7 million, or 7%, to $162.3 million for the nine months ended September 30, 2026, compared to $173.9 million for the same period in 2025. The decrease in interest expense was primarily driven by a decrease in interest expenses of $7.3 million due to lower outstanding debt balances, and an $8.6 million increase in net realized and unrealized gains on interest rate swaps, partially offset by a $4.2 million decrease in capitalized interest. Refer to Note 12 Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.
Current report
Income Tax Expense
Removed paragraphs (16)
Previous report
Factors Affecting Our Business
Previous report
Commodity Price Volatility
Previous report
There has been, and we believe there will continue to be, volatility in commodity prices and in the relationships among NGLs, crude oil and natural gas prices. Recent geopolitical developments in the Middle East, including the ongoing military conflict involving Iran, disruptions and uncertainty surrounding maritime traffic through the Strait of Hormuz and related impacts on global energy markets, have contributed to heightened volatility in crude oil, natural gas, and NGL pricing and increased uncertainty in global supply chains. While the Company’s midstream assets and operations are primarily located in the Permian Basin and our service revenue is supported by fee‑based contracts, our product sales revenue is exposed to commodity price fluctuations. In addition, sustained volatility in global energy markets could indirectly impact producer activity levels, customer credit profiles, and overall demand for our services. Furthermore, prolonged geopolitical instability may contribute to broader macroeconomic effects, including inflationary pressures, higher interest rates, and constrained capital availability. The Company continues to monitor commodity prices closely and may enter into commodity price hedges to mitigate the volatility risk. In addition, the Company, when economically appropriate, enters into fee-based and NGL arbitrage arrangements that insulate the Company from commodity price volatility.
Previous report
Inflation and Interest Rates
Previous report
The annual rate of inflation in the United States was 3.5% in June 2026 as measured by the Consumer Price Index. The FOMC decided to maintain the target range for the federal funds rate at 3.50% - 3.75% during its meeting in July 2026. During the meeting, the FOMC noted the economic activities is expanding at a solid pace; despite elevated uncertainty owing, in part, to the conflict in the Middle East. Productivity growth and capital investment remain strong, job gains have kept pace with the workforce, and the unemployment rate has changed little. Inflation remains elevated relative to the Committee’s 2 percent goal, in part, reflecting supply shocks that have driven price increases in certain sectors, including energy. The FOMC reaffirmed its commitment to deliver price stability and its policy of maintaining ample reserves in the banking system. The Company will continue to monitor the FOMC’s monetary policy and interest rate movements. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for additional discussion regarding our hedging strategies and objectives for interest rate risk.
Previous report
Costs of sales (excluding depreciation and amortization)
Previous report
Operating expenses
Previous report
Operating expenses increased by $3.9 million, or 6%, to $71.9 million for the three months ended June 30, 2026, compared to $68.0 million for the same period in 2025. The increase was mainly driven by increases in utility costs of $4.6 million primarily related to higher electricity rates and the Kings Landing processing complex going into service during September 2025 and higher labor costs of $0.7 million, primarily related to Kings Landing. The increase was partially offset by a decrease in equipment rental cost of $1.8 million. Over 99% of operating expenses are included in the Midstream Logistics segment.
Previous report
Depreciation and amortization expense
Previous report
Income Tax Expenses
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
Costs of sales (excluding depreciation and amortization)
Previous report
Operating expenses
Previous report
Operating expenses increased by $10.6 million, or 8%, to $142.2 million for the six months ended June 30, 2026, compared to $131.6 million for the same period in 2025. The increase was mainly driven by increases in utility costs of $9.2 million primarily related to higher electricity rates and the Kings Landing processing complex going into service during September 2025, and higher labor costs of $3.0 million, primarily related to Kings Landing. The increase was partially offset by a decrease in equipment rental cost of $2.5 million. Over 99% of operating expenses are included in the Midstream Logistics segment.
Previous report
General and administrative expenses increased by $8.6 million, or 14%, to $70.5 million for the six months ended June 30, 2026, compared to $61.8 million for the same period in 2025. The increase was mainly driven by an increase in litigation related fees of $12.0 million, partially offset by a decrease in labor and professional fees of $3.1 million.
Previous report
Depreciation and amortization expense
Reworded paragraphs (40)
Previous wording
The following discussion and analysis addresses the results of our operations for the three and six months ended June 30, 2026, as compared to our results of operations for the same period in 2025. Please read the following discussion of our financial condition and results of operations in conjunction with the financial statements and notes thereto included elsewhere in this report.
Current wording
The following discussion and analysis addresses the results of our operations for the three and nine months ended September 30, 2026, as compared to our results of operations for the same period in 2025. Please read the following discussion of our financial condition and results of operations in conjunction with the financial statements and notes thereto included elsewhere in this report.
Previous wording
We operate through two reportable segments that generate revenue from various products and services. The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. The Pipeline Transportation segment consists of two EMI pipelines originating in the Permian Basin that provide various access points to the U.S. Gulf Coast and Mexico markets, along with the Kinetik NGL and Delaware Link Pipelines. The pipelines transport natural gas and NGLs within the Permian Basin and to the U.S. Gulf Coast.
Current wording
We operate through two reportable segments that generate revenue from various products and services. The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. The Pipeline Transportation segment consists of two EMI pipelines originating in the Permian Basin that provide various access points to the U.S. Gulf Coast and Mexico markets, along with the Kinetik NGL Pipelines, the Brandywine Pipeline, the Delaware Link Pipeline and ECCC Pipeline assets. The pipelines transport natural gas and NGLs within the Permian Basin and to the U.S. Gulf Coast.
Previous wording
Gas Gathering and Processing. The Midstream Logistics segment provides gas gathering and processing services with over 4,200 miles of low and high-pressure steel pipeline located throughout the Delaware Basin and over 825,000 horsepower of compression capacity. Gas processing assets are centralized at eight processing complexes with total cryogenic processing capacity totaling over 2.4 Bcf/d. In addition, the Midstream Logistics segment provides system-wide amine treating and 6.5 MMcf/d of acid gas injection capacity.
Current wording
Gas Gathering and Processing. The Midstream Logistics segment provides gas gathering and processing services with over 4,300 miles of low and high-pressure steel pipeline located throughout the Delaware Basin and over 825,000 horsepower of compression capacity. Gas processing assets are centralized at eight processing complexes with total cryogenic processing capacity totaling over 2.4 Bcf/d. In addition, the Midstream Logistics segment provides system-wide amine treating and 6.5 MMcf/d of acid gas injection capacity.
Previous wording
Crude Oil Gathering, Stabilization and Storage Services. Crude gathering assets are centralized at the Caprock Stampede Terminal and the Pinnacle Sierra Grande Terminal. The system includes approximately 290 miles of gathering pipeline and 90,000 barrels of crude storage. The crude facilities have connections for takeaway transportation into certain facilities operated by Plains All American Pipeline, L.P. Over 50 miles of gathering pipeline was added to our crude gathering assets through the Barilla Draw Acquisition, which closed in January 2025.
Current wording
Crude Oil Gathering, Stabilization and Storage Services. Crude gathering assets are centralized at the Caprock Stampede Terminal and the Pinnacle Sierra Grande Terminal. The system includes approximately 290 miles of gathering pipeline and 90,000 barrels of crude storage. The crude facilities have connections for takeaway transportation into certain facilities operated by Plains All American Pipeline, L.P. Over 50 miles of gathering pipeline were added to our crude gathering assets through the Barilla Draw Acquisition, which closed in January 2025.
Previous wording
EMI pipelines. The Company owns the following equity interests in two EMI pipelines in the Permian Basin with access to various points along the U.S. Gulf Coast: 1) an approximate 55.5% equity interest in PHP, which is operated by Kinder Morgan; and 2) 33.0% equity interest in Breviloba, the owner of the Shin Oak pipeline, which is operated by Enterprise Products Operating LLC.
Current wording
EMI pipelines. The Company owns the following equity interests in two EMI pipelines in the Permian Basin with access to various points along the U.S. Gulf Coast: 1) an approximate 55.5% equity interest in PHP, which is operated by Kinder Morgan; and 2) a 33.0% equity interest in Breviloba, the owner of the Shin Oak pipeline, which is operated by Enterprise Products Operating LLC.
Previous wording
Kinetik NGL Pipeline System. The Kinetik NGL Pipeline System consists of approximately 96 miles of NGL pipelines connecting our East Toyah and Pecos complexes to Waha, including our 20-inch Dewpoint pipeline that spans over 40 miles, and our 28 mile, 20-inch Brandywine Pipeline connecting to our Diamond Cryogenic complex. The Kinetik NGL Pipeline System has a capacity of approximately 580 MBbl/d.
Current wording
Kinetik NGL Pipeline System. The Kinetik NGL Pipeline System consists of over 100 miles of NGL pipelines connecting our East Toyah and Pecos complexes to Waha, including our 20-inch Dewpoint pipeline that spans over 40 miles, and our 28-mile, 20-inch Brandywine Pipeline connecting to our Diamond Cryogenic complex. The Kinetik NGL Pipeline System has a capacity of approximately 580 MBbl/d.
Previous wording
ECCC Pipeline. The ECCC Pipeline is under construction and will provide a connection from Eddy County, New Mexico, to Culberson County, Texas, and approximately 150 MMcf/d of initial rich gas throughput capacity. The ECCC Pipeline is estimated to be in-service during the third quarter of 2026.
Current wording
Construction of the ECCC Pipeline was completed and the pipeline was placed into service in June 2026. The ECCC Pipeline establishes a connection between Eddy County, New Mexico and Culberson County, Texas, and provides approximately 150 MMcf/d of initial rich gas throughput capacity.
Previous wording
On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to the Purchaser’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions from the A/R Facility, including the sustainability rate adjustment, sustainability fee adjustment and related reporting obligations.
Current wording
On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to the PNC Bank’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions from the A/R Facility, including the sustainability rate adjustment, sustainability fee adjustment and related reporting obligations.
Previous wording
(1)Cost of sales (excluding depreciation and amortization) is net of gas service fees totaling $110.6 million and $73.6 million for the three months ended June 30, 2026 and 2025, respectively, and $212.8 million and$135.8 million for the six months ended June 30, 2026 and 2025, respectively, for certain volumes, where we function as principal.
Current wording
(1)Cost of sales (excluding depreciation and amortization) is net of gas service revenues totaling $101.1 million and $88.3 million for the three months ended September 30, 2026 and 2025, respectively, and $314.0 million and$224.1 million for the nine months ended September 30, 2026 and 2025, respectively, for certain volumes, where we function as principal.
Previous wording
For the three months ended June 30, 2026, revenue increased by $154.7 million, or 36%, to $581.4 million, compared to $426.7 million for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL, condensate and natural gas residue volumes sold, as well as higher NGL and condensate prices.
Current wording
For the three months ended September 30, 2026, revenue increased by $105.4 million, or 23%, to $569.4 million, compared to $464.0 million for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL and condensate volumes sold, as well as higher commodity prices.
Previous wording
Service revenue for the three months ended June 30, 2026 decreased by $25.8 million, or 23%, to $86.9 million, compared to $112.7 million for the same period in 2025, driven by decreases in period-over-period gathered and processed gas volumes of 101.1 MMcf per day, or 5%, and 1.6 MMcf per day, or 0.1%, respectively. In addition, the total gathered and processed gas volumes where we function as principal increased period-over-period, resulting in higher amounts of fee revenue reported within cost of sales. Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended June 30, 2026.
Current wording
Service revenue for the three months ended September 30, 2026 increased by $13.2 million, or 13%, to $116.6 million, compared to $103.3 million for the same period in 2025, driven by increases in period-over-period gathered and processed gas volumes of 109.7 MMcf/d, or 5% and 101.8 MMcf/d, or 6%, respectively. Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended September 30, 2026.
Previous wording
Product revenue for the three months ended June 30, 2026 increased by $179.2 million, or 58%, to $490.8 million compared to $311.6 million for the same period in 2025, primarily driven by increases in NGL, condensate, and natural gas residue volumes, as well as increased NGL and condensate prices. Period-over-period NGL and condensate volumes sold increased by 5.4 million barrels, or 40%, and period-over-period natural gas residue volumes sold increased by 5.5 million MMBtu, or 44%. The increase was also driven by increases in NGL and condensate prices of $3.52 per barrel, or 18%, and $35.49 per barrel, or 56%, respectively. The increase was partially offset by a decrease in natural gas residue price of $2.56 per MMBtu, or 140%. Product revenues are included entirely in the Midstream Logistics segment.
Current wording
Product revenue for the three months ended September 30, 2026 increased by $90.3 million, or 25%, to $447.9 million compared to $357.6 million for the same period in 2025, primarily driven by increases in NGL and condensate sales volumes, as well as higher commodity prices. Period-over-period NGL and condensate volumes sold increased by 4.3 million barrels, or 32%. The increase was also driven by increases in NGL and condensate prices of $6.12 per barrel, or 32%, and $22.26 per barrel, or 35%, respectively. The increase was partially offset by a decrease in natural gas residue volumes of 0.3 million MMBtus, or 2%, which impact was reduced by an increase in natural gas prices of $0.51 per MMBtu, or 32%. Product revenue was also impacted by our commodity hedging activities. Net realized and unrealized losses increased $23.7 million for the three months ended September 30, 2026 compared to the same period in 2025. Product revenues are included entirely in the Midstream Logistics segment.
Previous wording
Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the six months ended June 30, 2026, cost of sales increased by $46.3 million, or 12%, to $426.3 million, compared to $380.1 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and an increase in condensate prices, partially offset by decreases in NGL and natural gas residue prices. Over 99% of costs of sales (excluding depreciation and amortization) are included in the Midstream Logistics segment.
Current wording
Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the three months ended September 30, 2026, cost of sales increased by $64.9 million, or 28%, to $300.3 million, compared to $235.4 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increase in NGL volumes sold and increases in commodity prices, partially offset by a decrease in natural gas residue volumes. Over 99% of cost of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.
Previous wording
Depreciation and amortization expense increased by $9.6 million, or 10%, to $103.3 million for the three months ended June 30, 2026, compared to $93.8 million for the same period in 2025. Of the total increase, $6.4 million primarily related to Kings Landing being placed into service in September 2025, and the balance was associated with new assets being placed in service over the course of 2025 and the first half of 2026.
Current wording
Depreciation and amortization expenses increased by $8.4 million, or 9%, to $103.8 million for the three months ended September 30, 2026, compared to $95.4 million for the same period in 2025. Of the total increase, $5.0 million primarily related to the Kings Landing Project being placed into service in September 2025, and the balance was associated with other new assets being placed in service over the course of 2025 and the first nine months of 2026.
Previous wording
For the six months ended June 30, 2026, revenue increased by $121.4 million, or 14%, to $991.4 million, compared to $870.0 million for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL, condensate and natural gas residue volumes sold and higher condensate prices.
Current wording
For the nine months ended September 30, 2026, revenue increased by $226.8 million, or 17%, to $1.56 billion, compared to $1.33 billion for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL, condensate and natural gas residue volumes sold and higher NGL and condensate prices, partially offset by a decrease in service revenue.
Previous wording
Service revenue for the six months ended June 30, 2026 decreased by $59.9 million, or 25%, to $180.7 million, compared to $240.6 million for the same period in 2025, driven by a period-over-period decrease in gathered gas volumes of 85.8 MMcf per day, or 4%, partially offset by a period-over-period increase in processed gas volumes of 6.2 MMcf per day, or 0.4%. In addition, the total gathered and processed gas volumes where we function as the principal increased period-over-period, resulting in higher amounts of fee revenue reported within cost of sales. Over 97% of service revenues are included in the Midstream Logistics segment for the six months ended June 30, 2026.
Current wording
Service revenue for the nine months ended September 30, 2026 decreased by $46.7 million, or 14%, to $297.2 million, compared to $343.9 million for the same period in 2025, due to the period-over-period increase in total gathered and processed gas volumes where we function as the principal, resulting in higher amounts of fee revenue being reported within cost of sales as noted in footnote (1) of the table above, where fee revenue reported within cost of sales increased by $89.9 million for the nine months ended September 30, 2026 compared to the same period in 2025. The decrease was also partially driven by a period-over-period decrease in gathered gas volumes of 20.0 MMcf/d, or 1%, which was partially offset by a period-over-period increase in processed gas volumes of 38.4 MMcf/d, or 2%. Over 97% of service revenues are included in the Midstream Logistics segment for the nine months ended September 30, 2026.
Previous wording
Product revenue for the six months ended June 30, 2026 increased by $178.9 million, or 29%, to $803.0 million, compared to $624.1 million for the same period in 2025, primarily driven by increases in NGL, condensate, and natural gas residue volumes sold and an increase in condensate prices. Period-over-period NGL and condensate volumes sold increased by 8.6 million barrels, or 33%, and period-over-period natural gas residue volumes sold increased by 6.4 million MMBtu, or 29%. The increase was also driven by an increase in condensate prices of $16.83 per barrel, or 25%. These increases were partially offset by decreases in NGL and natural gas residue prices of $0.92 per barrel, or 4%, and $1.98 per MMBtu, or 87%, respectively. Product revenues are included entirely in the Midstream Logistics segment.
Current wording
Product revenue for the nine months ended September 30, 2026 increased by $269.3 million, or 27%, to $1.25 billion, compared to $981.7 million for the same period in 2025, primarily driven by increases in NGL, condensate, and natural gas residue volumes sold and increases in NGL and condensate prices. Period-over-period NGL and condensate volumes sold increased by 13.0 million barrels, or 33% and period-over-period natural gas residue volumes sold increased by 6.1 million MMBtu, or 16%. The increase was also driven by increases in NGL and condensate prices of $1.45 per barrel, or 7%, and $18.72 per barrel, or 29%, respectively. The increases were partially offset by a decrease in natural gas residue prices of $1.12 per MMBtu, or 55%. Product revenue was also impacted by our commodity hedging activities. The Company recognized net realized and unrealized losses of $49.9 million for the nine months ended September 30, 2026 compared to net realized and unrealized gains of $13.4 million for the same period in 2025. Product revenues are included entirely in the Midstream Logistics segment.
Previous wording
Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the three months ended June 30, 2026, cost of sales increased by $80.9 million, or 52%, to $237.6 million, compared to $156.7 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and increases in NGL and condensate prices, partially offset by a decrease in natural gas residue price. Over 99% of costs of sales (excluding depreciation and amortization) are included in the Midstream Logistics segment.
Current wording
Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the nine months ended September 30, 2026, cost of sales increased by $111.2 million, or 18%, to $726.6 million, compared to $615.5 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and increases in NGL and condensate prices, partially offset by a decrease in natural gas residue prices. Over 99% of cost of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.
Previous wording
Depreciation and amortization expense increased by $18.7 million, or 10%, to $205.2 million for the six months ended June 30, 2026, compared to $186.4 million for the same period in 2025. Of the total increase, $12.7 million primarily relates to Kings Landing being placed into service in September 2025, and the balance is associated with new assets being placed in service over the course of 2025 and the first half of 2026.
Current wording
Depreciation and amortization expenses increased by $27.1 million, or 10% to $309.0 million for the nine months ended September 30, 2026, compared to $281.8 million for the same period in 2025. Of the total increase, $17.7 million primarily relates to the Kings Landing Project being placed into service in September 2025, and the balance is associated with other new assets being placed in service over the course of 2025 and the first nine months of 2026.
Previous wording
Equity in earnings of unconsolidated affiliates decreased by $7.6 million, or 7%, to $108.6 million for the six months ended June 30, 2026, compared to $116.2 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from Breviloba of $8.5 million, and EPIC of $7.5 million due to the divestiture of the Company’s related equity interest in October 2025. The decrease was partially offset by an increase in equity in earnings from PHP of $8.4 million.
Current wording
Equity in earnings of unconsolidated affiliates decreased by $18.7 million, or 11%, to $155.8 million for the nine months ended September 30, 2026, compared to $174.5 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from Breviloba of $12.2 million due to normal operations, and EPIC of $11.3 million due to the divestiture of the Company’s related equity interest in October 2025. The decrease was partially offset by an increase in equity in earnings from PHP of $4.8 million.
Previous wording
Income tax expense increased by $7.1 million, or 97%, to $14.4 million for the three months ended June 30, 2026, compared to $7.3 million for the same period in 2025. The increase was primarily driven by higher income before income taxes for the three months ended June 30, 2026.
Current wording
Income tax expense increased by $8.2 million, or 74% to $19.2 million for the nine months ended September 30, 2026, compared to $11.0 million for the same period in 2025. The increase was primarily driven by higher income before income taxes for the nine months ended September 30, 2026.
Previous wording
For the six months ended June 30, 2026, Adjusted EBITDA increased by $39.0 million, or 8%, to $532.0 million, compared to $493.0 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report, the change reflected higher operating revenues of $121.4 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $69.3 million, a decrease in proportionate EMI EBITDA of $30.7 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC, and a decrease in unrealized gain on commodity hedging activities of $17.0 million.
Current wording
For the three months ended September 30, 2026, Adjusted EBITDA increased by $35.5 million, or 15%, to $278.1 million, compared to $242.6 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report, the change was driven by higher operating revenues of $105.4 million and lower operating expenses, ad valorem taxes and general and administrative expenses, totaling $11.8 million, partially offset by higher cost of sales (excluding depreciation and amortization) of $64.9 million, a decrease in proportionate EMI EBITDA of $20.1 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC. The increase also reflected a higher unrealized losses on commodity hedging activities of $21.3 million, partially offset by decreases in fair value adjustments to contingent liabilities of $5.7 million, share-based compensation expenses of $4.9 million, and integration, transaction and other one-time costs or amortization totaling $7.6 million.
Previous wording
For the three months ended June 30, 2026, Adjusted EBITDA increased by $37.9 million, or 16%, to $280.8 million, compared to $242.9 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report, the change was driven by higher operating revenues of $154.7 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $88.6 million, a decrease in proportionate EMI EBITDA of $13.2 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC, and an increase in unrealized gain on commodity hedging activities of $11.9 million.
Current wording
For the nine months ended September 30, 2026, Adjusted EBITDA increased by $74.5 million, or 10%, to $810.1 million, compared to $735.6 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report, the change reflected higher operating revenues of $226.8 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $122.4 million, a decrease in proportionate EMI EBITDA of $50.8 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC, and an unrealized loss on commodity hedging activities of $25.2 million compared to an unrealized gain on commodity hedging activities of $13.1 million in the same period in 2025. The increase was further offset by lower integration, transaction and other one-time costs or amortization totaling $15.5 million.
Previous wording
Segment Adjusted EBITDA is defined as segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or nonrecurring charges. The following table presents Segment Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025. Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a reconciliation of Segment Adjusted EBITDA to net income before income taxes.
Current wording
Segment Adjusted EBITDA is defined as segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or nonrecurring charges. The following table presents Segment Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025. Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a reconciliation of Segment Adjusted EBITDA to net income before income taxes.
Previous wording
Midstream Logistics Segment Adjusted EBITDA increased by $53.6 million, or 35%, to $204.8 million for the three months ended June 30, 2026, compared to $151.2 million for the same period in 2025. The change was primarily driven by higher operating revenues of $155.0 million, partially offset by lower cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $85.8 million, and an increase in unrealized gain on commodity hedging activities of $11.9 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q.
Current wording
Midstream Logistics Segment Adjusted EBITDA increased by $52.2 million, or 34%, to $203.6 million for the three months ended September 30, 2026, compared to $151.4 million for the same period in 2025. The change was primarily driven by higher operating revenues of $102.9 million and higher unrealized losses on commodity hedging activities of $21.3 million, partially offset by higher cost of sales (excluding depreciation and amortization) of $65.4 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report.
Previous wording
Midstream Logistics Segment Adjusted EBITDA increased by $72.3 million, or 23%, to $383.7 million for the six months ended June 30, 2026, compared to $311.4 million for the same period in 2025. The change was primarily driven by higher operating revenues of $121.9 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $59.9 million, and a decrease in unrealized gain on commodity hedging activities of $17.0 million. The remaining increase was partially offset by a decrease in other income of $2.4 million and lower integration costs of $4.4 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q.
Current wording
Midstream Logistics Segment Adjusted EBITDA increased by $124.5 million, or 27%, to $587.3 million for the nine months ended September 30, 2026, compared to $462.8 million for the same period in 2025. The change was primarily driven by higher operating revenues of $224.7 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses and ad valorem taxes, totaling $123.4 million. Also lending to the increase was an unrealized loss on commodity hedging activities of $25.2 million during the nine months ended September 30, 2026 compared to an unrealized gain on commodity hedging activities of $13.1 million in the same period of 2025. The increase was also offset by decreases in fair value adjustments to contingent liabilities of $5.7 million and integration, transaction and other one-time costs or amortizations totaling $10.8 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report.
Previous wording
Pipeline Transportation Segment Adjusted EBITDA decreased by $13.8 million, or 14%, to $83.0 million for the three months ended June 30, 2026, compared to $96.8 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $13.2 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025.
Current wording
Pipeline Transportation Segment Adjusted EBITDA decreased by $16.9 million, or 18%, to $78.5 million for the three months ended September 30, 2026, compared to $95.5 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $20.1 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025, partially offset by higher operating revenues of $3.5 million.
Previous wording
Pipeline Transportation Segment Adjusted EBITDA decreased by $29.7 million, or 16%, to $161.0 million for the six months ended June 30, 2026, compared to $190.7 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $30.7 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025.
Current wording
Pipeline Transportation Segment Adjusted EBITDA decreased by $46.6 million, or 16%, to $239.5 million for the nine months ended September 30, 2026, compared to $286.1 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $50.8 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025, partially offset by higher operating revenues of $3.9 million.
Previous wording
We have contractual obligations for principal and interest payments on our 2028 Notes, 2030 Notes, and under the Term Loan Credit Agreement, the Revolving Credit Agreement and the Amended A/R Facility. See Note 7—Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Current wording
We have contractual obligations for principal and interest payments on our 2028 Notes, 2030 Notes, and under the Term Loan Credit Agreement, the Revolving Credit Agreement and the Amended A/R Facility. See Note 7—Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report.
Previous wording
During the six months ended June 30, 2026, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and Amended A/R Facility, and cash generated from operations. Based on the Company’s current financial plan, the Company believes that cash from operations, distributions from the EMI pipelines and remaining borrowing capacity on our credit facilities will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months. The following table presents a summary of the Company’s key liquidity indicators at the dates presented:
Current wording
During the nine months ended September 30, 2026, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and Amended A/R Facility, and cash generated from operations. Based on the Company’s current financial plan, the Company believes that cash from operations, distributions from the EMI pipelines and remaining borrowing capacity on our credit facilities will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months. The following table presents a summary of the Company’s key liquidity indicators at the dates presented:
Previous wording
As of June 30, 2026, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding.
Current wording
As of September 30, 2026, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding. From time to time, we may seek to retire or repurchase our outstanding senior unsecured notes through open-market purchases, privately negotiated transactions or otherwise.
Previous wording
All borrowings under the Revolving Credit Agreement mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement. As of June 30, 2026, we had an outstanding borrowing of $523.0 million and remaining borrowing capacity of $1.06 billion.
Current wording
All borrowings under the Revolving Credit Agreement mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement. As of September 30, 2026, we had an outstanding borrowing of $525.0 million and remaining borrowing capacity of $1.06 billion.
Previous wording
Our operations require investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations. During the six months ended June 30, 2026 and 2025, capital spending mainly consisted of spending on property, plant and equipment totaling $192.3 million and $201.8 million, respectively, and intangible asset purchases totaling $12.1 million and $15.6 million, respectively.
Current wording
Our operations require investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations. During the nine months ended September 30, 2026 and 2025, capital spending mainly consisted of spending on property, plant and equipment totaling $325.8 million and $358.4 million, respectively, and intangible asset purchases totaling $22.0 million and $30.9 million, respectively.
Previous wording
The Company anticipates its existing capital resources will be sufficient to fund future capital expenditures for EMI pipelines and the Company’s existing infrastructure assets over the next 12 months. For further information on EMIs, refer to Note 6—Equity Method Investments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Current wording
The Company anticipates its existing capital resources will be sufficient to fund future capital expenditures for EMI pipelines and the Company’s existing infrastructure assets over the next 12 months. For further information on EMIs, refer to Note 6—Equity Method Investments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report.
Previous wording
Operating activities. Net cash provided by operating activities increased by $35.6 million for the six months ended June 30, 2026 to $341.5 million, compared to $305.9 million for the same period in 2025. The change in the operating cash flows reflected (i) an increase in net income including noncontrolling interest of $24.3 million; (ii) an increase in adjustments related to non-cash items of $45.8 million, which was mainly driven by an increase in non-cash derivative fair value adjustments and lower derivative cash settlements, together totaling $12.6 million, an increase in depreciation and amortization expense of $18.7 million, and a decrease in equity in earnings of unconsolidated affiliates of $7.6 million; and (iii) a decrease in working capital of $34.5 million.
Current wording
Operating activities. Net cash provided by operating activities increased by $120.4 million for the nine months ended September 30, 2026 to $614.4 million, compared to $494.0 million for the same period in 2025. The change in the operating cash flows reflected (i) an increase in net income including noncontrolling interest of $59.7 million; (ii) an increase in adjustments reconciling net income to operating cash flows of $72.2 million, which was mainly driven by an increase in non-cash derivative fair value adjustments of $54.7 million, partially offset by higher outgoing derivative cash settlements of $24.4 million, an increase in depreciation and amortization expenses of $27.1 million, and a decrease in equity in earnings of unconsolidated affiliates of $18.7 million; and (iii) a decrease in working capital of $11.5 million.
Previous wording
Investing activities. Net cash used in investing activities decreased by $187.4 million for the six months ended June 30, 2026 to $204.2 million, compared to $391.6 million used in the same period in 2025. The decrease was primarily driven by a decrease in cash used in business acquisitions of $176.2 million related to the Barilla Draw Acquisition completed in January 2025 and decreases in property, plant and equipment and intangible asset expenditures of $9.6 million and $3.5 million, respectively.
Current wording
Investing activities. Net cash used in investing activities decreased by $214.9 million for the nine months ended September 30, 2026 to $348.1 million, compared to $562.9 million used in the same period in 2025. The decrease was primarily driven by a decrease in cash used in business acquisitions of $175.5 million related to Barilla Draw Acquisition completed in January 2025 and decreases in property, plant and equipment and intangible assets expenditures of $32.6 million and $8.9 million, respectively.
Previous wording
Financing activities. Net cash used in financing activities was $133.4 million for the six months ended June 30, 2026, which was comprised of net proceeds from the revolving credit facility and Amended A/R Facility of $129.6 million, fully offset by cash dividends of $263.1 million paid to the holders of Class A Common Stock and Common Units, compared with net cash provided by financing activities of $92.8 million for the six months ended June 30, 2025, which was comprised of net proceeds from the Company’s long-term debt, revolving credit facility and Amended A/R Facility of $412.2 million, fully offset by cash dividends of $246.8 million paid to the holders of Class A Common Stock and Common Units and cash paid to repurchase Class A Common Stock of $72.6 million.
Current wording
Financing activities. Net cash used in financing activities was $263.2 million for the nine months ended September 30, 2026, which was comprised of net proceeds from the revolving credit facility and Amended A/R Facility of $131.6 million, fully offset by cash dividends of $394.9 million paid to the holders of Class A Common Stock and Common Units, compared with net cash provided by financing activities of $73.0 million for the nine months ended September 30, 2025, which was comprised of net proceeds from the Company’s long-term debt, revolving credit facility and Amended A/R Facility of $619.3 million, partially offset by cash dividends of $373.8 million paid to the holders of Class A Common Stock and Common Units and cash paid to repurchase Class A Common Stock of $172.6 million.
Previous wording
During the six months ended June 30, 2026, the Company made cash dividend payments of $263.1 million to holders of Class A Common Stock and Common Units, and $1.1 million was reinvested in shares of Class A Common Stock by Class A Common Stock and Common Units holders.
Current wording
During the nine months ended September 30, 2026, the Company made cash dividend payments of $394.9 million to holders of Class A Common Stock and Common Units and $1.6 million was reinvested in shares of Class A Common Stock by Class A Common Stock and Common Units holders.
Previous wording
During the six months ended June 30, 2026, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program.
Current wording
During the nine months ended September 30, 2026, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program.
Previous wording
There have been no significant changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Please refer to information regarding our critical accounting policies and estimates included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Commission on February 26, 2026.
Current wording
There have been no significant changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Please refer to information regarding our critical accounting policies and estimates included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Cost of sales (excluding depreciation and amortization)
Current report — wording carried from elsewhere
Cost of sales (excluding depreciation and amortization)
Current report — wording carried from elsewhere
Equity in earnings of unconsolidated affiliates