Hess Midstream LP

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Hess Midstream LP

4.  Hess Midstream LP

Hess Midstream LP, a variable interest entity, has an "Up-C" organizational structure. We have an approximate 38% consolidated ownership interest at December 31, 2023 in Hess Midstream LP on an as-exchanged basis, primarily through our ownership of Class B units in Hess Midstream Operations LP (HESM Opco), the operating subsidiary of Hess Midstream LP, which are exchangeable into Class A shares of Hess Midstream LP on a one-for-one basis. An affiliate of Global Infrastructure Partners (GIP) owns an approximate 32% consolidated interest in Hess Midstream LP at December 31, 2023, on an as-exchanged basis, primarily through its ownership of Class B units in HESM Opco, and the public owns an approximate 30% consolidated interest in Hess Midstream LP at December 31, 2023, through the ownership of Class A shares of Hess Midstream LP. We have concluded that we are the primary beneficiary of the variable interest entity since we have the power to direct those activities that most significantly impact the economic performance of Hess Midstream LP, and are obligated to absorb losses or have the right to receive benefits that could potentially be significant to Hess Midstream LP. This conclusion was based on a qualitative analysis that considered Hess Midstream LP’s governance structure, the commercial agreements between Hess Midstream LP and us, and the voting rights established between the members.

In 2021, Hess Midstream LP completed two underwritten public equity offerings of an aggregate of approximately 15.5 million Hess Midstream LP Class A shares held by affiliates of Hess and GIP. Hess received an aggregate of $178 million of net proceeds from these transactions. These transactions, in aggregate, resulted in an increase in Capital in excess of par and Noncontrolling interests of $152 million and $103 million, respectively. The aggregate increase to Noncontrolling interests of $103 million is comprised of $26 million resulting from the changes in ownership interests and $77 million from increases to deferred tax assets resulting from step-ups in the tax basis of Hess Midstream LP’s investment in HESM Opco.

In 2021, HESM Opco repurchased 31.25 million HESM Opco Class B units held by affiliates of Hess and GIP for $750 million in a single transaction. HESM Opco issued $750 million in aggregate principal amount of 4.250% fixed-rate senior unsecured notes due

2030 in a private offering to finance the repurchase. The transaction resulted in an increase in Capital in excess of par and a decrease in Noncontrolling interests of $28 million, and an increase in deferred tax assets and Noncontrolling interests of $15 million resulting from an adjustment in the carrying value of Hess Midstream LP’s investment in HESM Opco without a corresponding adjustment in the tax basis. The $375 million paid to GIP reduced Noncontrolling interests.

In 2022, Hess Midstream LP completed a single underwritten public equity offering of approximately 10.2 million Hess Midstream LP Class A shares held by affiliates of Hess and GIP. Hess received net proceeds of $146 million from the transaction. The transaction resulted in an increase in Capital in excess of par and Noncontrolling interests of $130 million and $88 million, respectively. The increase to Noncontrolling interests of $88 million is comprised of $16 million resulting from the change in ownership interests and $72 million from an increase to deferred tax assets resulting from a step-up in the tax basis of Hess Midstream LP’s investment in HESM Opco.

In 2022, HESM Opco repurchased approximately 13.6 million HESM Opco Class B units held by affiliates of Hess and GIP for $400 million in a single transaction. HESM Opco issued $400 million in aggregate principal amount of 5.500% fixed-rate senior unsecured notes due 2030 in a private offering to repay borrowings under its revolving credit facility used to finance the repurchase. The transaction resulted in an increase in Capital in excess of par and a decrease in Noncontrolling interests of $32 million, and an increase in deferred tax assets and Noncontrolling interests of $17 million resulting from an adjustment in the carrying value of Hess Midstream LP’s investment in HESM Opco without a corresponding adjustment in the tax basis. The $200 million paid to GIP reduced Noncontrolling interests.

In May 2023, Hess Midstream LP completed an underwritten public equity offering of approximately 12.8 million Hess Midstream LP Class A shares held by affiliates of Hess and GIP. Hess received $167 million of net proceeds from this transaction. This transaction resulted in an increase in Capital in excess of par and Noncontrolling interests of $158 million and $93 million, respectively. The increase to Noncontrolling interests of $93 million is comprised of $9 million resulting from the change in ownership interests and $84 million from an increase to deferred tax assets resulting from a step-up in the tax basis of Hess Midstream LP’s investment in HESM Opco. In August 2023, Hess Midstream LP completed an underwritten public equity offering of 11.5 million Class A shares held by an affiliate of GIP. Hess did not participate in this transaction and did not receive any proceeds. There was no change in Hess’ ownership interest in Hess Midstream LP on a consolidated basis and accordingly, there was no impact to the balance of Noncontrolling interests. However, the transaction did result in an increase to deferred tax assets of $82 million, with the offset recorded to Noncontrolling interests, due to a step-up in the tax basis of Hess Midstream LP’s investment in HESM Opco.

In 2023, HESM Opco repurchased an aggregate of approximately 13.6 million HESM Opco Class B units in multiple transactions from affiliates of Hess and GIP for total proceeds of $400 million. The unit repurchases were financed by borrowings under HESM Opco’s revolving credit facility. The unit repurchases, in aggregate, resulted in an increase in Capital in excess of par and a decrease in Noncontrolling interests of $31 million, and an increase in deferred tax assets and Noncontrolling interests of $23 million resulting from adjustments in the carrying value of Hess Midstream LP’s investment in HESM Opco without corresponding adjustments in the tax basis. The aggregate proceeds paid to GIP of $212 million reduced Noncontrolling interests. Hess participated in all the HESM Opco Class B unit repurchase transactions in 2023 on a 50/50 basis with GIP with the exception of the HESM Opco Class B unit repurchase transaction in November 2023. Hess and GIP received $38 million and $62 million, respectively, of the total proceeds of $100 million. There was no change in Hess’ ownership interest in Hess Midstream LP on a consolidated basis as a result of this transaction and accordingly, there was no impact to the balance of Noncontrolling interests. However, the transaction did result in an increase to deferred tax assets of $7 million, with the offset recorded to Noncontrolling interests, as a result of an adjustment in the carrying value of Hess Midstream LP’s investment in HESM Opco without a corresponding adjustment in the tax basis.

At December 31, 2023, Hess Midstream LP liabilities totaling $3,385 million (2022: $3,027 million) are on a nonrecourse basis to Hess Corporation, while Hess Midstream LP assets available to settle the obligations of Hess Midstream LP included cash and cash equivalents totaling $5 million (2022: $3 million), property, plant and equipment, net totaling $3,229 million (2022: $3,173 million) and the equity-method investment in Little Missouri 4 (LM4) of $90 million (2022: $94 million).

LM4 is a 200 million standard cubic feet per day gas processing plant located south of the Missouri River in McKenzie County, North Dakota, that was constructed as part of a 50/50 joint venture between Hess Midstream LP and Targa Resources Corp. Hess Midstream LP has a natural gas processing agreement with LM4 under which it pays a processing fee and reimburses LM4 for its proportionate share of electricity costs. In 2023, processing fees were $24 million (2022: $21 million; 2021: $28 million) and are included in Operating costs and expenses in the Statement of Consolidated Income.