0000950170-24-122324 | 10-Q | XBRL Viewer

Debt and Interest Expense	9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]
Debt and Interest Expense	Note 6. Debt and Interest Expense Fixed‑Rate Senior Notes On May 16, 2024 the Partnership issued $600.0 million aggregate principal amount of 6.500% fixed‑rate senior unsecured notes due 2029 to qualified institutional investors. Interest is payable semi‑annually on June 1 and December 1, commencing December 1, 2024. The Partnership used the proceeds to reduce indebtedness outstanding under the Partnership’s revolving credit facility, with the remaining net proceeds for general corporate purposes. As of September 30, 2024, the Partnership had: • $400.0 million aggregate principal amount of 5.500% fixed‑rate senior unsecured notes due 2030 that were issued to qualified institutional investors. Interest is payable semi‑annually on April 15 and October 15. • $750.0 million aggregate principal amount of 4.250% fixed‑rate senior unsecured notes due 2030 that were issued to qualified institutional investors. Interest is payable semi‑annually on February 15 and August 15. • $600.0 million aggregate principal amount of 6.500% fixed‑rate senior unsecured notes due 2029 that were issued to qualified institutional investors. Interest is payable semi‑annually on June 1 and December 1. • $550.0 million aggregate principal amount of 5.125% fixed‑rate senior unsecured notes due 2028 that were issued to qualified institutional investors. Interest is payable semi‑annually on June 15 and December 15. • $800.0 million aggregate principal amount of 5.625% fixed‑rate senior unsecured notes due 2026 that were issued to qualified institutional investors. Interest is payable semi‑annually on February 15 and August 15. The notes described above are guaranteed by certain subsidiaries of the Partnership. Each of the indentures for the senior unsecured notes described above contains customary covenants that restrict our ability and the ability of our restricted subsidiaries to (i) declare or pay any dividend or make any other restricted payments; (ii) transfer or sell assets or subsidiary stock; (iii) incur additional debt; or (iv) make restricted investments, unless, at the time of and immediately after giving pro forma effect to such restricted payments and any related incurrence of indebtedness or other transactions, no default has occurred and is continuing or would occur as a consequence of such restricted payment and if the leverage ratio does not exceed 4.25 to 1.00. As of September 30, 2024, we were in compliance with all debt covenants under the indentures. In addition, the covenants included in the indentures governing the senior unsecured notes contain provisions that allow the Company to satisfy the Partnership’s reporting obligations under the indenture, as long as any such financial information of the Company contains information reasonably sufficient to identify the material differences, if any, between the financial information of the Company, on the one hand, and the Partnership and its subsidiaries on a stand-alone basis, on the other hand and the Company does not directly own capital stock of any person other than the Partnership and its subsidiaries, or material business operations that would not be consolidated with the financial results of the Partnership and its subsidiaries. The Company is a holding company and has no independent assets or operations. Other than the interest in the Partnership and the effect of federal and state income taxes that are recognized at the Company level, there are no material differences between the consolidated financial statements of the Partnership and the consolidated financial statements of the Company. Credit Facilities As of September 30, 2024, the Partnership had $1.4 billion senior secured credit facilities (the “Credit Facilities”) consisting of a $1.0 billion 5-year revolving credit facility and a $400.0 million 5‑year Term Loan A facility. The Credit Facilities mature in July 2027. Facility fees accrue on the total capacity of the revolving credit facility. Borrowings under the 5-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin ranging from 1.65% to 2.55%, while the applicable margin for the 5‑year syndicated revolving credit facility ranges from 1.375% to 2.050%. Pricing levels for the facility fee and interest rate margins are based on the Partnership’s ratio of total debt to EBITDA (as defined in the Credit Facilities). If the Partnership obtains an investment grade credit rating, the pricing levels will be based on the Partnership’s credit ratings in effect from time to time. As of September 30, 2024, borrowings of $30.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $390.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility. The Credit Facilities can be used for borrowings and letters of credit for general corporate purposes. The Credit Facilities are guaranteed by each direct and indirect wholly owned material domestic subsidiary of the Partnership, and are secured by first priority perfected liens on substantially all of the presently owned and after-acquired assets of the Partnership and its direct and indirect wholly owned material domestic subsidiaries, including equity interests directly owned by such entities, subject to certain customary exclusions. The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter (5.50 to 1.00 during the specified period following certain acquisitions) and, prior to the Partnership obtaining an investment grade credit rating, a ratio of secured debt to EBITDA for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter. As of September 30, 2024, the Partnership was in compliance with these financial covenants. Fair Value Measurement At September 30, 2024, our total debt had a carrying value of $3,489.8 million and had a fair value of approximately $3,497.3 million, based on Level 2 inputs in the fair value measurement hierarchy. The carrying value of the amounts under the Term Loan A facility and revolving credit facility at September 30, 2024, approximated their fair value. Any changes in interest rates do not impact cash outflows associated with fixed rate interest payments or settlement of debt principal, unless a debt instrument is repurchased prior to maturity.

Debt and Interest Expense

9 Months Ended

Sep. 30, 2024

Note 6. Debt and Interest Expense

Fixed‑Rate Senior Notes

On May 16, 2024 the Partnership issued $600.0 million aggregate principal amount of 6.500% fixed‑rate senior unsecured notes due 2029 to qualified institutional investors. Interest is payable semi‑annually on June 1 and December 1, commencing December 1, 2024. The Partnership used the proceeds to reduce indebtedness outstanding under the Partnership’s revolving credit facility, with the remaining net proceeds for general corporate purposes.

As of September 30, 2024, the Partnership had:

•

$400.0 million aggregate principal amount of 5.500% fixed‑rate senior unsecured notes due 2030 that were issued to qualified institutional investors. Interest is payable semi‑annually on April 15 and October 15.

•

$750.0 million aggregate principal amount of 4.250% fixed‑rate senior unsecured notes due 2030 that were issued to qualified institutional investors. Interest is payable semi‑annually on February 15 and August 15.

•

$600.0 million aggregate principal amount of 6.500% fixed‑rate senior unsecured notes due 2029 that were issued to qualified institutional investors. Interest is payable semi‑annually on June 1 and December 1.

•

$550.0 million aggregate principal amount of 5.125% fixed‑rate senior unsecured notes due 2028 that were issued to qualified institutional investors. Interest is payable semi‑annually on June 15 and December 15.

•

$800.0 million aggregate principal amount of 5.625% fixed‑rate senior unsecured notes due 2026 that were issued to qualified institutional investors. Interest is payable semi‑annually on February 15 and August 15.

The notes described above are guaranteed by certain subsidiaries of the Partnership. Each of the indentures for the senior unsecured notes described above contains customary covenants that restrict our ability and the ability of our restricted subsidiaries to (i) declare or pay any dividend or make any other restricted payments; (ii) transfer or sell assets or subsidiary stock; (iii) incur additional debt; or (iv) make restricted investments, unless, at the time of and immediately after giving pro forma effect to such restricted payments and any related incurrence of indebtedness or other transactions, no default has occurred and is continuing or would occur as a consequence of such restricted payment and if the leverage ratio does not exceed 4.25 to 1.00. As of September 30, 2024, we were in compliance with all debt covenants under the indentures.

In addition, the covenants included in the indentures governing the senior unsecured notes contain provisions that allow the Company to satisfy the Partnership’s reporting obligations under the indenture, as long as any such financial information of the Company contains information reasonably sufficient to identify the material differences, if any, between the financial information of the Company, on the one hand, and the Partnership and its subsidiaries on a stand-alone basis, on the other hand and the Company does not directly own capital stock of any person other than the Partnership and its subsidiaries, or material business operations that would not be consolidated with the financial results of the Partnership and its subsidiaries. The Company is a holding company and has no independent assets or operations. Other than the interest in the Partnership and the effect of federal and state income taxes that are recognized at the Company level, there are no material differences between the consolidated financial statements of the Partnership and the consolidated financial statements of the Company.

Credit Facilities

As of September 30, 2024, the Partnership had $1.4 billion senior secured credit facilities (the “Credit Facilities”) consisting of a $1.0 billion 5-year revolving credit facility and a $400.0 million 5‑year Term Loan A facility. The Credit Facilities mature in July 2027. Facility fees accrue on the total capacity of the revolving credit facility. Borrowings under the 5-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin ranging from 1.65% to 2.55%, while the applicable margin for the 5‑year syndicated revolving credit facility ranges from 1.375% to 2.050%. Pricing levels for the facility fee and interest rate margins are based on the Partnership’s ratio of total debt to EBITDA (as defined in the Credit Facilities). If the Partnership obtains an investment grade credit rating, the pricing levels will be based on the Partnership’s credit ratings in effect from time to time. As of September 30, 2024, borrowings of $30.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $390.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

The Credit Facilities can be used for borrowings and letters of credit for general corporate purposes. The Credit Facilities are guaranteed by each direct and indirect wholly owned material domestic subsidiary of the Partnership, and are secured by

first priority perfected liens on substantially all of the presently owned and after-acquired assets of the Partnership and its direct and indirect wholly owned material domestic subsidiaries, including equity interests directly owned by such entities, subject to certain customary exclusions. The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter (5.50 to 1.00 during the specified period following certain acquisitions) and, prior to the Partnership obtaining an investment grade credit rating, a ratio of secured debt to EBITDA for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter. As of September 30, 2024, the Partnership was in compliance with these financial covenants.

Fair Value Measurement

At September 30, 2024, our total debt had a carrying value of $3,489.8 million and had a fair value of approximately $3,497.3 million, based on Level 2 inputs in the fair value measurement hierarchy. The carrying value of the amounts under the Term Loan A facility and revolving credit facility at September 30, 2024, approximated their fair value. Any changes in interest rates do not impact cash outflows associated with fixed rate interest payments or settlement of debt principal, unless a debt instrument is repurchased prior to maturity.

Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Components of Property, Plant and Equipment

Property, plant and equipment, at cost, is as follows:


	Estimated useful lives	September 30, 2024			December 31, 2023
(in millions, except for number of years)
Gathering assets
Pipelines	22 years	$	1,770.3		$	1,703.7
Compressors, pumping stations and terminals	22 to 25 years		1,098.6			1,026.4
Gas plant assets
Pipelines, pipes and valves	22 to 25 years		460.0			460.0
Equipment	12 to 30 years		428.2			428.2
Processing and fractionation facilities	25 years		434.9			424.7
Buildings	35 years		182.3			182.3
Logistics facilities and railcars	20 to 25 years		409.2			409.2
Storage facilities	20 to 25 years		19.9			19.9
Other	20 to 25 years		38.4			28.0
Construction-in-progress	N/A		190.8			136.3
Total property, plant and equipment, at cost			5,032.6			4,818.7
Accumulated depreciation			(1,740.8	)		(1,589.5	)
Property, plant and equipment, net		$	3,291.8		$	3,229.2

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (UNAUDITED) (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Statement of Partners' Capital [Abstract]
Distributions to unitholders - per unit/share	$ 0.6677	$ 0.6516	$ 0.6343	$ 0.6011	$ 0.5851	$ 0.5696

Subsequent Events	9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 12. Subsequent Events On October 28, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.6846 per Class A Share for the quarter ended September 30, 2024. The distribution represents an increase of $0.0169 per Class A Share for the third quarter of 2024 as compared with the second quarter of 2024. The distribution will be payable on November 14, 2024, to shareholders of record as of the close of business on November 7, 2024. Simultaneously, the Partnership will make a distribution of $0.6846 per Class B Unit of the Partnership to the Sponsors.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 12. Subsequent Events

On October 28, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.6846 per Class A Share for the quarter ended September 30, 2024. The distribution represents an increase of $0.0169 per Class A Share for the third quarter of 2024 as compared with the second quarter of 2024. The distribution will be payable on November 14, 2024, to shareholders of record as of the close of business on November 7, 2024. Simultaneously, the Partnership will make a distribution of $0.6846 per Class B Unit of the Partnership to the Sponsors.

Related Party Transactions - Summary of Classification of Charges between Operating and Maintenance Expenses and General and Administrative Expenses (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Operating and maintenance expenses	$ 89.0	$ 89.4	$ 254.6	$ 225.0
Hess
Related Party Transaction [Line Items]
Operating and maintenance expenses	$ 21.0	$ 18.7	$ 60.6	$ 56.1
Operating Cost and Expense, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
General and administrative expenses	$ 3.9	$ 4.0	$ 10.9	$ 11.7
Selling, General, and Administrative Expenses, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Total	$ 24.9	$ 22.7	$ 71.5	$ 67.8

Concentration of Credit Risk	9 Months Ended
Sep. 30, 2024
Risks and Uncertainties [Abstract]
Concentration of Credit Risk	Note 9. Concentration of Credit Risk As of September 30, 2024 and December 31, 2023, Hess and its affiliates represented 97% and 98%, respectively, of accounts receivable from contracts with customers. Total revenues attributable to Hess for the three and nine months ended September 30, 2024 were 98% for both periods, compared with approximately 100% of revenues for the three and nine months ended September 30, 2023.

Concentration of Credit Risk

9 Months Ended

Sep. 30, 2024

Risks and Uncertainties [Abstract]

Concentration of Credit Risk

Note 9. Concentration of Credit Risk

As of September 30, 2024 and December 31, 2023, Hess and its affiliates represented 97% and 98%, respectively, of accounts receivable from contracts with customers. Total revenues attributable to Hess for the three and nine months ended September 30, 2024 were 98% for both periods, compared with approximately 100% of revenues for the three and nine months ended September 30, 2023.

Earnings per Share - Additional Information (Detail) - Class A Shares - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Dilutive Restricted Shares
Limited Partners Capital Account [Line Items]
Weighted average number shares	30,413	34,752	29,566	38,319
Hess and GIP
Limited Partners Capital Account [Line Items]
Conversion of Class B units and Class B shares into Class A shares			100.00%

Accrued Liabilities

9 Months Ended

Sep. 30, 2024

Accrued Liabilities, Current [Abstract]

Accrued Liabilities

Note 5. Accrued Liabilities

Accrued liabilities are as follows:


	September 30, 2024		December 31, 2023
(in millions)
Accrued interest	$	43.5	$	35.8
Accrued capital expenditures		26.4		42.9
Other accruals		33.7		27.2
Total	$	103.6	$	105.9

Equity Transactions - Additional Information (Detail) - USD ($)													9 Months Ended
	Sep. 30, 2024	Sep. 20, 2024	Sep. 09, 2024	Jun. 24, 2024	May 31, 2024	Mar. 11, 2024	Feb. 08, 2024	Sep. 19, 2023	Aug. 17, 2023	Jun. 26, 2023	May 19, 2023	Mar. 27, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Costs incurred to repurchase shares were charged to equity													$ 2,400,000	$ 2,500,000
Sponsors
Class of Stock [Line Items]
Equity offering transaction											12,765,000
Shares issued, price per share											$ 27
Maximum \| Sponsors
Class of Stock [Line Items]
Underwriters’ option to purchase additional shares											1,665,000
Class A Shares
Class of Stock [Line Items]
Proceeds from Issuance of public equity offering	$ 0
Additions to deferred tax asset	329,800,000												329,800,000	177,700,000
Net proceeds received by sponsors from public equity offering											$ 333,400,000
Increase (decrease) common unitholders	531,000,000												531,000,000		$ 340,200,000
Class A Shares \| GIP
Class of Stock [Line Items]
Equity offering transaction		12,650,000			10,000,000		11,500,000		10,000,000
Shares issued, price per share		$ 35.12			$ 34.025		$ 32.83		$ 28.8
Net proceeds from offering		$ 444,300,000			$ 391,300,000		$ 377,500,000		$ 328,800,000
Class A Shares \| GIP \| Maximum
Class of Stock [Line Items]
Underwriters’ option to purchase additional shares		1,650,000			1,500,000		1,500,000		1,500,000
Class A Shares \| Equity Offering Transactions
Class of Stock [Line Items]
Increase (decrease) common unitholders	$ (8,600,000)												$ (8,600,000)	$ 17,800,000
Class B Shares
Class of Stock [Line Items]
Repurchase of shares			2,823,262	2,724,052		2,816,901		3,301,420		3,350,084		3,619,254
Value of shares repurchased			$ 100,000,000	$ 100,000,000		$ 100,000,000		$ 100,000,000		$ 100,000,000		$ 100,000,000
Stock purchased price per share			$ 35.42	$ 36.71		$ 35.5		$ 30.29		$ 29.85		$ 27.63

Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings per Share

We calculate earnings per Class A Share as we do not have any other participating securities. Substantially all of income tax expense is attributed to earnings of Class A Shares reflective of our organizational structure. Class B Units of the Partnership together with the equal number of Class B Shares of the Company are convertible to Class A Shares of the Company on a one-for-one basis. In addition, our restricted equity-based awards may have a dilutive effect on our earnings per share. Diluted earnings per Class A Share are calculated using the “treasury stock method” or “if-converted method,” whichever is more dilutive.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share amounts)	2024		2023		2024		2023
Net income	$	164.7	$	164.8	$	486.9	$	454.9
Less: Net income attributable to noncontrolling interest		106.1		129.5		334.2		373.8
Net income attributable to Hess Midstream LP		58.6		35.3		152.7		81.1
Net income attributable to Hess Midstream LP per Class A share:
Basic:	$	0.63	$	0.57	$	1.82	$	1.56
Diluted:	$	0.63	$	0.57	$	1.82	$	1.54
Weighted average Class A shares outstanding:
Basic:		93.0		62.5		84.0		52.2
Diluted:		93.0		62.5		84.0		52.2

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Commitments and Contingencies - Additional Information (Detail)		9 Months Ended
	Jan. 11, 2024 USD ($)	Sep. 30, 2024 USD ($) Barrels	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
No of produced water released \| Barrels		34,000
Estimated remediation liabilities included in accrued liabilities		$ 2,200,000	$ 1,700,000
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration]		Accrued Liabilities, Current	Accrued Liabilities, Current
Estimated remediation liabilities included in other noncurrent liabilities		$ 2,700,000	$ 5,300,000
Environmental Loss Contingency, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Accrued liabilities for legal contingencies		$ 0	$ 0
Administrative penalty	$ 400,000

Related Party Transactions - Summary of Activity Related to Agreements with Related Party (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Processing fee incurred	$ 89.0	$ 89.4	$ 254.6	$ 225.0
Earnings from equity investments	3.7	2.0	10.1	5.3
Distributions received from equity investments			11.8	7.8
LM4
Related Party Transaction [Line Items]
Processing fee incurred	$ 8.4	$ 6.9	$ 23.8	$ 17.7
Operating Cost and Expense, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Earnings from equity investments	$ 3.7	$ 2.0	$ 10.1	$ 5.3
Distributions received from equity investments	$ 4.4	$ 3.4	$ 11.8	$ 7.8

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

Earnings per Share - Schedule of Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Limited Partners Capital Account [Line Items]
Net income	$ 164.7	$ 160.3	$ 161.9	$ 164.8	$ 147.9	$ 142.2	$ 486.9	$ 454.9
Less: Net income attributable to noncontrolling interest	106.1			129.5			334.2	373.8
Net income attributable to Hess Midstream LP	$ 58.6			$ 35.3			$ 152.7	$ 81.1
Class A Shares
Net income attributable to Hess Midstream LP per Class A share:
Net income attributable to Hess Midstream LP per Class A share, Basic	$ 0.63			$ 0.57			$ 1.82	$ 1.56
Net income attributable to Hess Midstream LP per Class A share, Diluted	$ 0.63			$ 0.57			$ 1.82	$ 1.54
Weighted average Class A shares outstanding
Weighted average Class A shares outstanding, Basic	93.0			62.5			84.0	52.2
Weighted average Class A shares outstanding, Diluted	93.0			62.5			84.0	52.2

Segments (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Financial Data for Each Reportable Segment

The following tables reflect certain financial data for each reportable segment:


	Gathering		Processing and Storage		Terminaling and Export		Total Reportable Segments		Interest and Other		Consolidated
(in millions)
For the Three Months Ended September 30, 2024
Revenues and other income	$	203.5	$	145.1	$	29.9	$	378.5	$	-	$	378.5
Operating and maintenance expenses (exclusive of depreciation shown separately below)		51.3		30.3		7.4		89.0		-		89.0
Depreciation expense		32.2		15.0		4.3		51.5		-		51.5
General and administrative expenses		2.4		1.2		0.3		3.9		2.4		6.3
Income from equity investments		-		3.7		-		3.7		-		3.7
Interest expense, net		-		-		-		-		51.8		51.8
Income tax expense		-		-		-		-		18.9		18.9
Adjusted EBITDA		149.8		117.3		22.2		289.3
Capital expenditures		93.3		3.0		-		96.3

	Gathering		Processing and Storage		Terminaling and Export		Total Reportable Segments		Interest and Other		Consolidated
(in millions)
For the Three Months Ended September 30, 2023
Revenues and other income	$	197.5	$	133.2	$	32.4	$	363.1	$	-	$	363.1
Operating and maintenance expenses (exclusive of depreciation shown separately below)		52.5		26.7		10.2		89.4		-		89.4
Depreciation expense		28.9		14.5		4.3		47.7		-		47.7
General and administrative expenses		2.5		1.2		0.3		4.0		2.0		6.0
Income from equity investments		-		2.0		-		2.0		-		2.0
Interest expense, net		-		-		-		-		45.8		45.8
Income tax expense		-		-		-		-		11.4		11.4
Adjusted EBITDA		142.5		107.3		21.9		271.7
Capital expenditures		60.3		4.2		-		64.5


	Gathering		Processing and Storage		Terminaling and Export		Total Reportable Segments		Interest and Other		Consolidated
(in millions)
For the Nine Months Ended September 30, 2024
Revenues and other income	$	587.1	$	423.7	$	88.8	$	1,099.6	$	-	$	1,099.6
Operating and maintenance expenses (exclusive of depreciation shown separately below)		148.4		82.8		23.4		254.6		-		254.6
Depreciation expense		94.5		44.3		13.0		151.8		-		151.8
General and administrative expenses		6.8		3.4		0.7		10.9		6.3		17.2
Income from equity investments		-		10.1		-		10.1		-		10.1
Interest expense, net		-		-		-		-		150.0		150.0
Income tax expense		-		-		-		-		49.2		49.2
Adjusted EBITDA		431.9		347.6		64.7		844.2
Capital expenditures		194.5		9.6		0.1		204.2

	Gathering		Processing and Storage		Terminaling and Export		Total Reportable Segments		Interest and Other		Consolidated
(in millions)
For the Nine Months Ended September 30, 2023
Revenues and other income	$	536.7	$	370.4	$	85.0	$	992.1	$	-	$	992.1
Operating and maintenance expenses (exclusive of depreciation shown separately below)		134.7		70.7		19.6		225.0		-		225.0
Depreciation expense		85.9		43.5		12.7		142.1		-		142.1
General and administrative expenses		7.4		3.5		0.8		11.7		6.5		18.2
Income from equity investments		-		5.3		-		5.3		-		5.3
Interest expense, net		-		-		-		-		131.2		131.2
Income tax expense		-		-		-		-		26.0		26.0
Adjusted EBITDA		394.6		301.5		64.6		760.7
Capital expenditures		156.1		7.8		10.0		173.9

Reconciliation of Reportable Segment Adjusted EBITDA to Income Before Income Tax Expense

The following table presents a reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:
Total reportable segment Adjusted EBITDA	$	289.3	$	271.7	$	844.2	$	760.7
Less:
Depreciation expense		51.5		47.7		151.8		142.1
Unallocated general and administrative expenses		2.4		2.0		6.3		6.5
Interest expense, net		51.8		45.8		150.0		131.2
Income before income tax expense	$	183.6	$	176.2	$	536.1	$	480.9

Total Assets for Reportable Segments

Total assets for the reportable segments are as follows:



	September 30, 2024		December 31, 2023
(in millions)
Gathering	$	2,254.9	$	2,138.6
Processing and Storage(1)		1,017.8		1,048.4
Terminaling and Export		251.8		264.4
Total reportable segments assets		3,524.5		3,451.4
Interest and Other		622.4		338.1
Total consolidated assets	$	4,146.9	$	3,789.5

(1) Includes investment in equity investees of $88.5 million as of September 30, 2024 and $90.2 million as of December 31, 2023.

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 3. Related Party Transactions

In addition to the Class B Unit repurchase transactions and distributions to the Sponsors disclosed elsewhere in the Notes to consolidated financial statements, we had the following related party transactions:

Commercial Agreements

We have long-term fee based commercial agreements with certain subsidiaries of Hess to provide i) gas gathering, ii) crude oil gathering, iii) gas processing and fractionation, iv) storage services, v) terminaling and export services, and (vi) water handling services.

For the services performed under these commercial agreements, we receive a fee per barrel of crude oil, barrel of water, Mcf of natural gas, or Mcf equivalent of NGLs, as applicable, delivered during each month, and Hess is obligated to provide us with minimum volumes of crude oil, water, natural gas and NGLs. Minimum volume commitments (“MVCs”) are equal to 80% of Hess’ nominations in each development plan that apply on a three-year rolling basis such that MVCs are set for the three years following the most recent nomination. Without our consent, the MVCs resulting from the nominated volumes for any quarter or year contained in any prior development plan cannot be reduced by any updated development plan unless dedicated production is released by us. The applicable MVCs may, however, be increased as a result of the nominations contained in any such updated development plan. If Hess fails to deliver its applicable MVCs during any quarter, then Hess will pay us a shortfall fee equal to the volume of the deficiency multiplied by the applicable fee.

Except for the water services agreements and except for a certain gathering sub-system as described below, each of our commercial agreements with Hess has an initial 10-year term effective January 1, 2014 (“Initial Term”). For this gathering sub-system, the Initial Term is 15 years effective January 1, 2014 and for the water services agreements the Initial Term is 14 years effective January 1, 2019. Each of our commercial agreements other than our storage services agreement includes an inflation escalator capped at 3% in any calendar year and a fee recalculation mechanism that allows fees to be adjusted annually during the Initial Term for updated estimates of cumulative throughput volumes and our capital and operating expenditures in order to target a return on capital deployed over the Initial Term of the applicable commercial agreement (or, with respect to the crude oil services fee under our terminal and export services agreement, the 20-year period commencing on the effective date of the agreement).

For certain crude oil gathering, terminaling, storage, gas processing and gas gathering commercial agreements with Hess, we exercised our renewal options to extend each of these commercial agreements for one additional 10-year term (“Secondary Term”) effective January 1, 2024 through December 31, 2033. There were no changes to any provisions of the existing commercial agreements as a result of the exercise of the renewal options. For the remaining gathering sub-system, the Secondary Term is 5 years, and for the water services agreements the Secondary Term is 10 years, and we have the sole option to renew these remaining agreements for their Secondary Term that is exercisable at a later date. Upon the expiration of the Secondary Term, if any, the agreements will automatically renew for subsequent one-year periods unless terminated by either party no later than 180 days prior to the end of the applicable Secondary Term.

Consistent with the existing terms of the commercial agreements, during the Secondary Term of each of our commercial agreements other than our storage services agreement and terminal and export services agreement (with respect to crude oil terminaling services), the fee recalculation model under each applicable agreement is replaced by an inflation-based fee structure. The initial fee for the first year of the Secondary Term is determined based on the average fees paid by Hess under the applicable agreement during the last three years of the Initial Term (with such fees adjusted for inflation through the first year of the Secondary Term). For each year following the first year of the Secondary Term, the applicable fee will be adjusted annually based on the percentage change in the consumer price index, provided that we may not increase any fee by more than 3% in any calendar year solely by reason of an increase in the consumer price index, and no fee will ever be reduced below the amount of the applicable fee payable by Hess in the prior year as a result of a decrease in the consumer price index. During the Secondary Term, MVCs continue to be set at 80% of Hess’ nominated volumes in each development plan set three years in advance. Except for the crude oil terminaling and water handling services, Hess is entitled to receive a credit, calculated in barrels or Mcf, as applicable, with respect to the amount of any shortfall fee paid by Hess and may apply such credit against any volumes delivered to us under the applicable agreement in excess of Hess’s nominated volumes during any of the following four quarters after such credit is earned, after which time any unused credits will expire. The shortfall amounts received under MVCs during the Secondary Term (except for the crude oil terminaling and water handling services) are recorded as deferred revenue and recognized as revenue as the credits are utilized or expire. At September 30, 2024, deferred revenue included in Accrued liabilities in the accompanying consolidated balance sheet was $1.3 million (December 31, 2023: none).

Revenues attributable to our fee‑based commercial agreements with Hess, including revenues from third‑party volumes contracted with Hess and delivered to us under these agreements, for the three and nine months ended September 30, 2024 were 98% for both periods, compared with approximately 100% of revenues for the three and nine months ended September 30, 2023. In 2023, we began providing our services directly to third-party customers. Together with Hess, we are pursuing strategic relationships with third‑party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

Revenues from contracts with customers, including affiliate services and third-party services, on a disaggregated basis are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
(in millions)
Affiliate services
Oil and gas gathering services	$	171.0	$	170.5	$	495.6	$	467.8
Processing and storage services		140.8		132.2		411.4		367.6
Terminaling and export services		28.9		31.8		85.9		83.2
Water gathering and disposal services		30.7		26.8		86.4		68.0
Total affiliate services	$	371.4	$	361.3	$	1,079.3	$	986.6
Third-party services		6.2		1.2		17.6		3.7
Total revenues from contracts with customers	$	377.6	$	362.5	$	1,096.9	$	990.3
Other income		0.9		0.6		2.7		1.8
Total revenues	$	378.5	$	363.1	$	1,099.6	$	992.1

The following table presents third-party pass-through costs for which we recognize revenues in an amount equal to the costs. These pass-through revenues are included in Affiliate services and the related pass-through costs are included in Operating and maintenance expenses in the accompanying unaudited consolidated statements of operations.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
(in millions)
Electricity and other related fees	$	13.6	$	13.0	$	40.6	$	35.5
Produced water trucking and disposal costs		11.2		12.1		30.5		29.1
Rail transportation costs		-		-		-		(3.4	)
Total	$	24.8	$	25.1	$	71.1	$	61.2

Omnibus and Employee Secondment Agreements

Under our omnibus and employee secondment agreements, Hess provides substantial operational and administrative services to us in support of our assets and operations. For the three and nine months ended September 30, 2024 and 2023, we had the following charges from Hess. The classification of these charges between operating and maintenance expenses and general and administrative expenses is based on the fundamental nature of the services being performed for our operations.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
(in millions)
Operating and maintenance expenses	$	21.0	$	18.7	$	60.6	$	56.1
General and administrative expenses		3.9		4.0		10.9		11.7
Total	$	24.9	$	22.7	$	71.5	$	67.8

LM4 Agreements

Separately from our commercial agreements with Hess, we entered into a gas processing agreement with Little Missouri 4 (“LM4”), a 50/50 joint venture with Targa Resources Corp., under which we pay a processing fee per Mcf of natural gas and reimburse LM4 for our proportionate share of electricity costs. These processing fees are included in Operating and maintenance expenses in the accompanying consolidated statements of operations. In addition, we share profits and losses and receive distributions from LM4 under the LM4 amended and restated limited liability company agreement based on our ownership interest. For the three and nine months ended September 30, 2024 and 2023, we had the following activity related to our agreements with LM4:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
(in millions)
Processing fee incurred	$	8.4	$	6.9	$	23.8	$	17.7
Earnings from equity investments		3.7		2.0		10.1		5.3
Distributions received from equity investments		4.4		3.4		11.8		7.8

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Deferred revenue	$ 1.3		$ 1.3		$ 0.0
LM4
Related Party Transaction [Line Items]
Percentage of ownership in joint venture	50.00%		50.00%
Hess \| Customer Concentration Risk \| Revenue
Related Party Transaction [Line Items]
Revenues attributable to fee based commercial agreements	98.00%	100.00%	98.00%	100.00%
Hess \| Amended and Restated Commercial Agreement
Related Party Transaction [Line Items]
Minimum volume commitments, Description			Minimum volume commitments (“MVCs”) are equal to 80% of Hess’ nominations in each development plan that apply on a three-year rolling basis such that MVCs are set for the three years following the most recent nomination. Without our consent, the MVCs resulting from the nominated volumes for any quarter or year contained in any prior development plan cannot be reduced by any updated development plan unless dedicated production is released by us. The applicable MVCs may, however, be increased as a result of the nominations contained in any such updated development plan. If Hess fails to deliver its applicable MVCs during any quarter, then Hess will pay us a shortfall fee equal to the volume of the deficiency multiplied by the applicable fee.
Minimum volume commitments expressed as percentage of related party nominations in development plans			80.00%
Initial term of agreement			10 years
Agreement description			each of our commercial agreements with Hess has an initial 10-year term effective January 1, 2014 (“Initial Term”).
Inflation escalator capped rate			3.00%
Number of rights to extend the term of agreement			one
Advance period to call for extension of term of agreement			3 years
Secondary term of agreement			10 years
Hess \| Amended and Restated Agreement for Certain Gas Gathering Sub-system
Related Party Transaction [Line Items]
Initial term of agreement			15 years
Agreement description			For this gathering sub-system, the Initial Term is 15 years effective January 1, 2014 and for the water services agreements the Initial Term is 14 years effective January 1, 2019.
Secondary term of agreement			5 years
Renew terms of agreement description			Upon the expiration of the Secondary Term, if any, the agreements will automatically renew for subsequent one-year periods unless terminated by either party no later than 180 days prior to the end of the applicable Secondary Term.
Hess \| Amended and Restated Water Services Agreements
Related Party Transaction [Line Items]
Initial term of agreement			14 years
Secondary term of agreement			10 years
Hess \| Terminal and Export Services Agreement
Related Party Transaction [Line Items]
Commercial agreement period			20 years
Hess \| Commercial Agreements Other Than Storage Services Agreement and Terminal and Export Services Agreement
Related Party Transaction [Line Items]
Minimum volume commitments, Description			During the Secondary Term, MVCs continue to be set at 80% of Hess’ nominated volumes in each development plan set three years in advance. Except for the crude oil terminaling and water handling services, Hess is entitled to receive a credit, calculated in barrels or Mcf, as applicable, with respect to the amount of any shortfall fee paid by Hess and may apply such credit against any volumes delivered to us under the applicable agreement in excess of Hess’s nominated volumes during any of the following four quarters after such credit is earned, after which time any unused credits will expire. The shortfall amounts received under MVCs during the Secondary Term (except for the crude oil terminaling and water handling services) are recorded as deferred revenue and recognized as revenue as the credits are utilized or expire. At September 30, 2024, deferred revenue included in Accrued liabilities in the accompanying consolidated balance sheet was $1.3 million (December 31, 2023: none).Revenues attributable to our fee‑based commercial agreements with Hess, including revenues from third‑party volumes contracted with Hess and delivered to us under these agreements,
Minimum volume commitments expressed as percentage of related party nominations in development plans			80.00%
Maximum consumer price index percentage			3.00%
Fee recalculation model description			the fee recalculation model under each applicable agreement is replaced by an inflation-based fee structure. The initial fee for the first year of the Secondary Term is determined based on the average fees paid by Hess under the applicable agreement during the last three years of the Initial Term (with such fees adjusted for inflation through the first year of the Secondary Term). For each year following the first year of the Secondary Term, the applicable fee will be adjusted annually based on the percentage change in the consumer price index, provided that we may not increase any fee by more than 3% in any calendar year solely by reason of an increase in the consumer price index, and no fee will ever be reduced below the amount of the applicable fee payable by Hess in the prior year as a result of a decrease in the consumer price index.
Targa Resources Corp. \| LM4
Related Party Transaction [Line Items]
Percentage of ownership in joint venture	50.00%		50.00%

Segments - Total Assets for Reportable Segments (Detail) - USD ($)
$ in Millions

Sep. 30, 2024

Dec. 31, 2023

Segment Reporting Information [Line Items]

Total consolidated assets

$ 4,146.9

$ 3,789.5

Operating Segments

Segment Reporting Information [Line Items]

Total consolidated assets

3,524.5

3,451.4

Interest and Other

Segment Reporting Information [Line Items]

Total consolidated assets

622.4

338.1

Gathering Opco | Operating Segments

Segment Reporting Information [Line Items]

Total consolidated assets

2,254.9

2,138.6

Processing and Storage | Operating Segments

Segment Reporting Information [Line Items]

Total consolidated assets

^[1]

1,017.8

1,048.4

Terminaling and Export | Operating Segments

Segment Reporting Information [Line Items]

Total consolidated assets

$ 251.8

$ 264.4

[1]	Includes investment in equity investees of $88.5 million as of September 30, 2024 and $90.2 million as of December 31, 2023.

- Definition

Amount of asset recognized for present right to economic benefit.

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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Presentation	The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at September 30, 2024 and December 31, 2023, the consolidated results of operations for the three and nine months ended September 30, 2024 and 2023, and the consolidated cash flows for the nine months ended September 30, 2024 and 2023. The Company has no items of other comprehensive income (loss); therefore, net income (loss) is equal to comprehensive income (loss). The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year. The consolidated financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted from these interim consolidated financial statements. These financial statements, therefore, should be read in conjunction with the financial statements and related notes included in the Company’s annual report on Form 10‑K for the year ended December 31, 2023. We consolidate the activities of Hess Midstream Operations LP (“the Partnership”), as a variable interest entity (“VIE”) under U.S. GAAP. We have concluded that we are the primary beneficiary of the VIE, as defined in the accounting standards, since we have the power, through our ownership, to direct those activities that most significantly impact the economic performance of the Partnership. This conclusion was based on a qualitative analysis that considered the Partnership’s governance structure and the delegation of control provisions, which provide us the ability to control the operations of the Partnership. All financial statement activities associated with the VIE are captured within gathering, processing and storage, and terminaling and export segments (see Note 11, Segments). We currently do not have any independent assets or operations other than our interest in the Partnership. Our noncontrolling interest represents the approximate 52.3% interest in the Partnership retained by Hess Corporation (“Hess”) and GIP II Blue Holding, L.P. (“GIP” and together with Hess, the “Sponsors”) at September 30, 2024 (69.8% at December 31, 2023). See Note 2, Equity Transactions for a description of changes in noncontrolling interest related to the equity transactions.
New Accounting Pronouncements	New Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU adds required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help users of financial statements understand how the chief operating decision maker evaluates segment expenses and operating results. The ASU does not change how an entity identifies its operating segments. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU on April 1, 2024, and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements (see Note 11, Segments). In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires, among other disclosures, greater disaggregation of information, the use of certain categories in the rate reconciliation, and the disaggregation of income taxes paid by jurisdiction. The ASU is effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. We continue to assess the impact of this ASU on our consolidated financial statements.

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - shares	Sep. 30, 2024	Dec. 31, 2023
Class A Shares
Common units issued	104,071,383	68,367,647
Common units outstanding	104,071,383	68,367,647
Class B Shares
Common units issued	113,927,226	157,941,441
Common units outstanding	113,927,226	157,941,441

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues
Revenues	$ 377.6	$ 362.5	$ 1,096.9	$ 990.3
Type of Revenue [Extensible List]	us-gaap:ServiceMember	us-gaap:ServiceMember	us-gaap:ServiceMember	us-gaap:ServiceMember
Other income	$ 0.9	$ 0.6	$ 2.7	$ 1.8
Total revenues	378.5	363.1	1,099.6	992.1
Costs and expenses
Operating and maintenance expenses (exclusive of depreciation shown separately below)	89.0	89.4	254.6	225.0
Depreciation expense	51.5	47.7	151.8	142.1
General and administrative expenses	6.3	6.0	17.2	18.2
Total operating costs and expenses	146.8	143.1	423.6	385.3
Income from operations	231.7	220.0	676.0	606.8
Income from equity investments	3.7	2.0	10.1	5.3
Interest expense, net	51.8	45.8	150.0	131.2
Income before income tax expense	183.6	176.2	536.1	480.9
Income tax expense	18.9	11.4	49.2	26.0
Net income	164.7	164.8	486.9	454.9
Less: Net income attributable to noncontrolling interest	106.1	129.5	334.2	373.8
Net income attributable to Hess Midstream LP	58.6	35.3	152.7	81.1
Affiliate services
Revenues
Revenues	371.4	361.3	1,079.3	986.6
Third-party services
Revenues
Revenues	$ 6.2	$ 1.2	$ 17.6	$ 3.7
Class A Shares
Net income attributable to Hess Midstream LP per Class A share:
Net income attributable to Hess Midstream LP per Class A share, Basic	$ 0.63	$ 0.57	$ 1.82	$ 1.56
Net income attributable to Hess Midstream LP per Class A share, Diluted	$ 0.63	$ 0.57	$ 1.82	$ 1.54
Weighted average Class A shares outstanding
Weighted average Class A shares outstanding, Basic	93.0	62.5	84.0	52.2
Weighted average Class A shares outstanding, Diluted	93.0	62.5	84.0	52.2

Segments - Reconciliation of Reportable Segment Adjusted EBITDA to Income Before Income Tax Expense (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:
Total reportable segment Adjusted EBITDA	$ 289.3	$ 271.7	$ 844.2	$ 760.7
Less:
Depreciation expense	51.5	47.7	151.8	142.1
Unallocated general and administrative expenses	2.4	2.0	6.3	6.5
Interest expense, net	51.8	45.8	150.0	131.2
Income before income tax expense	$ 183.6	$ 176.2	$ 536.1	$ 480.9

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions - Summary of Revenues From Contracts With Customers Including Affiliated Services and Third-party Services on Disaggregated Basis (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer including assessed tax	$ 377.6	$ 362.5	$ 1,096.9	$ 990.3
Other income	0.9	0.6	2.7	1.8
Total revenues	378.5	363.1	1,099.6	992.1
Affiliate
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer including assessed tax	371.4	361.3	1,079.3	986.6
Third Party
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer including assessed tax	6.2	1.2	17.6	3.7
Oil and Gas Gathering Services \| Affiliate
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer including assessed tax	171.0	170.5	495.6	467.8
Processing and Storage Services \| Affiliate
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer including assessed tax	140.8	132.2	411.4	367.6
Terminaling and Export Services \| Affiliate
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer including assessed tax	28.9	31.8	85.9	83.2
Water Gathering and Disposal Services \| Affiliate
Disaggregation Of Revenue [Line Items]
Revenue from contract with customer including assessed tax	$ 30.7	$ 26.8	$ 86.4	$ 68.0

Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Accrued interest	$ 43.5	$ 35.8
Accrued capital expenditures	26.4	42.9
Other accruals	33.7	27.2
Total	$ 103.6	$ 105.9

Subsequent Events - Additional Information (Detail) - $ / shares		3 Months Ended
	Oct. 28, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Subsequent Event [Line Items]
Distributions to unitholders - per unit/share		$ 0.6677	$ 0.6516	$ 0.6343	$ 0.6011	$ 0.5851	$ 0.5696
Subsequent Event
Subsequent Event [Line Items]
Distributions to unitholders decalred date	Oct. 28, 2024
Distribution payable date	Nov. 14, 2024
Distributions to unitholders record date	Nov. 07, 2024
Subsequent Event \| Class A Shares
Subsequent Event [Line Items]
Distribution made to limited partner increase from prior quarter declared	$ 0.0169
Quarterly cash distribution declared per share	0.6846
Subsequent Event \| Class B Shares
Subsequent Event [Line Items]
Quarterly cash distribution declared per share	$ 0.6846

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Trading Symbol	HESM
Entity Registrant Name	Hess Midstream LP
Entity Central Index Key	0001789832
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity File Number	001-39163
Entity Tax Identification Number	84-3211812
Entity Address, Address Line One	1501 McKinney Street
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77010
City Area Code	713
Local Phone Number	496-4200
Entity Common Stock, Shares Outstanding		104,071,383
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Class A shares representing limited partner interests
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes

Segments

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segments

Note 11. Segments

Our operations are located in the United States and are organized into three reportable segments: (1) gathering, (2) processing and storage and (3) terminaling and export. Our reportable segments comprise the structure used by our Chief Executive Officer and Chief Financial Officer, who, collectively, have been determined to be our Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance. These segments are strategic business units with differing products and services. Interest and Other includes certain functional departments that do not recognize revenues.

Our CODM evaluates the segments’ operating performance based on Adjusted EBITDA, defined as net income (loss) before interest expense, income tax expense (benefit), and depreciation and amortization, as further adjusted for other non-cash, non‑recurring items, if applicable. For all of the segments, the CODM uses segment Adjusted EBITDA in the annual budgeting and monthly forecasting process. The CODM considers budget-to-current forecast and prior forecast-to-current forecast variances for Adjusted EBITDA on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

The following tables reflect certain financial data for each reportable segment:


	Gathering		Processing and Storage		Terminaling and Export		Total Reportable Segments		Interest and Other		Consolidated
(in millions)
For the Three Months Ended September 30, 2024
Revenues and other income	$	203.5	$	145.1	$	29.9	$	378.5	$	-	$	378.5
Operating and maintenance expenses (exclusive of depreciation shown separately below)		51.3		30.3		7.4		89.0		-		89.0
Depreciation expense		32.2		15.0		4.3		51.5		-		51.5
General and administrative expenses		2.4		1.2		0.3		3.9		2.4		6.3
Income from equity investments		-		3.7		-		3.7		-		3.7
Interest expense, net		-		-		-		-		51.8		51.8
Income tax expense		-		-		-		-		18.9		18.9
Adjusted EBITDA		149.8		117.3		22.2		289.3
Capital expenditures		93.3		3.0		-		96.3

	Gathering		Processing and Storage		Terminaling and Export		Total Reportable Segments		Interest and Other		Consolidated
(in millions)
For the Three Months Ended September 30, 2023
Revenues and other income	$	197.5	$	133.2	$	32.4	$	363.1	$	-	$	363.1
Operating and maintenance expenses (exclusive of depreciation shown separately below)		52.5		26.7		10.2		89.4		-		89.4
Depreciation expense		28.9		14.5		4.3		47.7		-		47.7
General and administrative expenses		2.5		1.2		0.3		4.0		2.0		6.0
Income from equity investments		-		2.0		-		2.0		-		2.0
Interest expense, net		-		-		-		-		45.8		45.8
Income tax expense		-		-		-		-		11.4		11.4
Adjusted EBITDA		142.5		107.3		21.9		271.7
Capital expenditures		60.3		4.2		-		64.5


	Gathering		Processing and Storage		Terminaling and Export		Total Reportable Segments		Interest and Other		Consolidated
(in millions)
For the Nine Months Ended September 30, 2024
Revenues and other income	$	587.1	$	423.7	$	88.8	$	1,099.6	$	-	$	1,099.6
Operating and maintenance expenses (exclusive of depreciation shown separately below)		148.4		82.8		23.4		254.6		-		254.6
Depreciation expense		94.5		44.3		13.0		151.8		-		151.8
General and administrative expenses		6.8		3.4		0.7		10.9		6.3		17.2
Income from equity investments		-		10.1		-		10.1		-		10.1
Interest expense, net		-		-		-		-		150.0		150.0
Income tax expense		-		-		-		-		49.2		49.2
Adjusted EBITDA		431.9		347.6		64.7		844.2
Capital expenditures		194.5		9.6		0.1		204.2

	Gathering		Processing and Storage		Terminaling and Export		Total Reportable Segments		Interest and Other		Consolidated
(in millions)
For the Nine Months Ended September 30, 2023
Revenues and other income	$	536.7	$	370.4	$	85.0	$	992.1	$	-	$	992.1
Operating and maintenance expenses (exclusive of depreciation shown separately below)		134.7		70.7		19.6		225.0		-		225.0
Depreciation expense		85.9		43.5		12.7		142.1		-		142.1
General and administrative expenses		7.4		3.5		0.8		11.7		6.5		18.2
Income from equity investments		-		5.3		-		5.3		-		5.3
Interest expense, net		-		-		-		-		131.2		131.2
Income tax expense		-		-		-		-		26.0		26.0
Adjusted EBITDA		394.6		301.5		64.6		760.7
Capital expenditures		156.1		7.8		10.0		173.9

The following table presents a reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:
Total reportable segment Adjusted EBITDA	$	289.3	$	271.7	$	844.2	$	760.7
Less:
Depreciation expense		51.5		47.7		151.8		142.1
Unallocated general and administrative expenses		2.4		2.0		6.3		6.5
Interest expense, net		51.8		45.8		150.0		131.2
Income before income tax expense	$	183.6	$	176.2	$	536.1	$	480.9

Total assets for the reportable segments are as follows:



	September 30, 2024		December 31, 2023
(in millions)
Gathering	$	2,254.9	$	2,138.6
Processing and Storage(1)		1,017.8		1,048.4
Terminaling and Export		251.8		264.4
Total reportable segments assets		3,524.5		3,451.4
Interest and Other		622.4		338.1
Total consolidated assets	$	4,146.9	$	3,789.5

(1) Includes investment in equity investees of $88.5 million as of September 30, 2024 and $90.2 million as of December 31, 2023.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

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+ Details

Partners' Capital and Distributions

9 Months Ended

Sep. 30, 2024

Partners' Capital Notes [Abstract]

Partners' Capital and Distributions

Note 7. Partners’ Capital and Distributions

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash, as defined in the partnership agreement, to shareholders of record on the applicable record date. The following table details the distributions declared and/or paid for the periods presented:


Period	Record Date	Distribution Date	Distribution per Class A Share
First Quarter 2023	May 4, 2023	May 12, 2023	$	0.5851
Second Quarter 2023	August 3, 2023	August 14, 2023	$	0.6011
Third Quarter 2023	November 2, 2023	November 14, 2023	$	0.6175
Fourth Quarter 2023	February 8, 2024	February 14, 2024	$	0.6343
First Quarter 2024	May 2, 2024	May 14, 2024	$	0.6516
Second Quarter 2024	August 8, 2024	August 14, 2024	$	0.6677
Third Quarter 2024(1)	November 7, 2024	November 14, 2024	$	0.6846

(1) For more information, see Note 12, Subsequent Events.

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Summary of Revenues From Contracts With Customers Including Affiliated Services and Third-party Services on Disaggregated Basis

Revenues from contracts with customers, including affiliate services and third-party services, on a disaggregated basis are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
(in millions)
Affiliate services
Oil and gas gathering services	$	171.0	$	170.5	$	495.6	$	467.8
Processing and storage services		140.8		132.2		411.4		367.6
Terminaling and export services		28.9		31.8		85.9		83.2
Water gathering and disposal services		30.7		26.8		86.4		68.0
Total affiliate services	$	371.4	$	361.3	$	1,079.3	$	986.6
Third-party services		6.2		1.2		17.6		3.7
Total revenues from contracts with customers	$	377.6	$	362.5	$	1,096.9	$	990.3
Other income		0.9		0.6		2.7		1.8
Total revenues	$	378.5	$	363.1	$	1,099.6	$	992.1

Summary of Third-party Pass-through Costs for Which Revenues in Amount Equal to Costs are Recognized and Classification of Charges between Operating and Maintenance Expenses and General and Administrative Expenses


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
(in millions)
Electricity and other related fees	$	13.6	$	13.0	$	40.6	$	35.5
Produced water trucking and disposal costs		11.2		12.1		30.5		29.1
Rail transportation costs		-		-		-		(3.4	)
Total	$	24.8	$	25.1	$	71.1	$	61.2

For the three and nine months ended September 30, 2024 and 2023, we had the following charges from Hess. The classification of these charges between operating and maintenance expenses and general and administrative expenses is based on the fundamental nature of the services being performed for our operations.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
(in millions)
Operating and maintenance expenses	$	21.0	$	18.7	$	60.6	$	56.1
General and administrative expenses		3.9		4.0		10.9		11.7
Total	$	24.9	$	22.7	$	71.5	$	67.8

Summary of Activity Related to Agreements with Related Party

For the three and nine months ended September 30, 2024 and 2023, we had the following activity related to our agreements with LM4:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
(in millions)
Processing fee incurred	$	8.4	$	6.9	$	23.8	$	17.7
Earnings from equity investments		3.7		2.0		10.1		5.3
Distributions received from equity investments		4.4		3.4		11.8		7.8

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income	$ 486.9	$ 454.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	151.8	142.1
Income from equity investments	(10.1)	(5.3)
Distributions from equity investments	11.8	7.8
Amortization of deferred financing costs	7.0	6.3
Equity-based compensation expense	1.1	1.3
Deferred income tax expense	49.0	25.9
Changes in assets and liabilities:
Accounts receivable - trade	(1.6)	(1.2)
Accounts receivable – affiliate	(5.0)	2.5
Other current and noncurrent assets	(5.8)	(5.7)
Accounts payable – trade	4.0	(7.6)
Accounts payable – affiliate	(6.0)	(0.6)
Accrued liabilities	13.9	0.8
Other current and noncurrent liabilities	(15.2)	(2.4)
Net cash provided by operating activities	681.8	618.8
Cash flows from investing activities
Additions to property, plant and equipment	(211.0)	(160.0)
Net cash used in investing activities	(211.0)	(160.0)
Cash flows from financing activities
Net proceeds from (repayments of) bank borrowings with maturities of 90 days or less	(310.0)	258.0
Bank borrowings with maturities of greater than 90 days
Repayments	(7.5)
Proceeds from issuance of senior notes	600.0
Deferred financing costs	(9.5)
Transaction costs	(2.1)	(1.5)
Class B unit repurchase	(300.0)	(300.0)
Distributions to shareholders/unitholders	(163.9)	(85.2)
Distributions to noncontrolling interest	(272.9)	(329.9)
Net cash used in financing activities	(465.9)	(458.6)
Increase (decrease) in cash and cash equivalents	4.9	0.2
Cash and cash equivalents, beginning of period	5.4	3.1
Cash and cash equivalents, end of period	10.3	3.3
Supplemental disclosure of non-cash investing and financing activities:
(Increase) decrease in accrued capital expenditures and related liabilities	6.8	(13.9)
Recognition of deferred tax asset	$ 329.8	$ 177.7

Segments - Total Assets for Reportable Segments (Parenthetical) (Detail) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Processing and Storage
Segment Reporting Information [Line Items]
Cash contributed to acquire equity investments	$ 88.5	$ 90.2

Segments - Additional Information (Detail)	9 Months Ended
Segments - Additional Information (Detail)	Sep. 30, 2024 Segment
Segment Reporting [Abstract]
Number of reportable segments	3

Property, Plant and Equipment - Components of Property, Plant and Equipment (Detail) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Total property, plant and equipment, at cost	$ 5,032.6	$ 4,818.7
Accumulated depreciation	(1,740.8)	(1,589.5)
Property, plant and equipment, net	3,291.8	3,229.2
Logistics Facilities and Railcars
Property Plant And Equipment [Line Items]
Total property, plant and equipment, at cost	$ 409.2	409.2
Logistics Facilities and Railcars \| Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	20 years
Logistics Facilities and Railcars \| Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	25 years
Storage Facilities
Property Plant And Equipment [Line Items]
Total property, plant and equipment, at cost	$ 19.9	19.9
Storage Facilities \| Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	20 years
Storage Facilities \| Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	25 years
Other
Property Plant And Equipment [Line Items]
Total property, plant and equipment, at cost	$ 38.4	28.0
Other \| Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	20 years
Other \| Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	25 years
Construction-In-Progress
Property Plant And Equipment [Line Items]
Total property, plant and equipment, at cost	$ 190.8	136.3
Gathering Assets \| Pipelines
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	22 years
Total property, plant and equipment, at cost	$ 1,770.3	1,703.7
Gathering Assets \| Compressors, Pumping Stations and Terminals
Property Plant And Equipment [Line Items]
Total property, plant and equipment, at cost	$ 1,098.6	1,026.4
Gathering Assets \| Compressors, Pumping Stations and Terminals \| Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	22 years
Gathering Assets \| Compressors, Pumping Stations and Terminals \| Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	25 years
Gas Plant Assets \| Pipelines, Pipes and Valves
Property Plant And Equipment [Line Items]
Total property, plant and equipment, at cost	$ 460.0	460.0
Gas Plant Assets \| Pipelines, Pipes and Valves \| Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	22 years
Gas Plant Assets \| Pipelines, Pipes and Valves \| Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	25 years
Gas Plant Assets \| Equipment
Property Plant And Equipment [Line Items]
Total property, plant and equipment, at cost	$ 428.2	428.2
Gas Plant Assets \| Equipment \| Minimum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	12 years
Gas Plant Assets \| Equipment \| Maximum
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	30 years
Gas Plant Assets \| Processing and Fractionation Facilities
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	25 years
Total property, plant and equipment, at cost	$ 434.9	424.7
Gas Plant Assets \| Buildings
Property Plant And Equipment [Line Items]
Property, plant and equipment, Estimated useful life	35 years
Total property, plant and equipment, at cost	$ 182.3	$ 182.3

Related Party Transactions - Summary of Third-party Pass-through Costs for Which Revenues in Amount Equal to Costs are Recognized (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Reimbursement revenue	$ 377.6	$ 362.5	$ 1,096.9	$ 990.3
Hess
Related Party Transaction [Line Items]
Total	24.8	25.1	71.1	61.2
Hess \| Electricity and Other Related Fees
Related Party Transaction [Line Items]
Reimbursement revenue	13.6	13.0	40.6	35.5
Hess \| Produced Water Trucking and Disposal Costs
Related Party Transaction [Line Items]
Reimbursement revenue	$ 11.2	$ 12.1	$ 30.5	29.1
Hess \| Rail Transportation Costs
Related Party Transaction [Line Items]
Reimbursement revenue				$ (3.4)

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 10.3	$ 5.4
Accounts receivable from contracts with customers:
Accounts receivable-trade	3.5	1.9
Accounts receivable-affiliate	$ 127.6	$ 122.5
Accounts Receivable, after Allowance for Credit Loss, Current, Related Party, Name [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Other current assets	$ 12.8	$ 7.0
Total current assets	154.2	136.8
Equity investments	88.5	90.2
Property, plant and equipment, net	3,291.8	3,229.2
Long-term receivable—affiliate	0.2	0.3
Deferred tax asset	605.2	324.4
Other noncurrent assets	7.0	8.6
Total assets	4,146.9	3,789.5
Liabilities
Accounts payable—trade	42.5	38.5
Accounts payable-affiliate	$ 44.9	$ 41.2
Accounts Payable, Current, Related Party, Name [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Accrued liabilities	$ 103.6	$ 105.9
Current maturities of long-term debt	20.0	12.5
Other current liabilities	9.9	12.1
Total current liabilities	220.9	210.2
Long-term debt	3,469.8	3,198.9
Deferred tax liability	0.5	0.5
Other noncurrent liabilities	13.9	16.7
Total liabilities	3,705.1	3,426.3
Partners' capital
Total Class A and Class B partners' capital	531.0	340.2
Noncontrolling interest	(89.2)	23.0
Total partners' capital	441.8	363.2
Total liabilities and partners' capital	4,146.9	3,789.5
Class A Shares
Partners' capital
Common unitholders	$ 531.0	$ 340.2

Concentration of Credit Risk - Additional Information (Detail) - Customer Concentration Risk - Customers	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage			97.00%		98.00%
Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	98.00%	100.00%	98.00%	100.00%

Debt and Interest Expense - Additional Information (Detail) - USD ($)		9 Months Ended
	May 16, 2024	Sep. 30, 2024
Debt Instrument [Line Items]
Debt covenant, leverage ratio		550.00%
Ratio of debt to EBITDA		500.00%
Secured leverage ratio - Maximum		400.00%
Debt instrument covenant, description		The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter (5.50 to 1.00 during the specified period following certain acquisitions) and, prior to the Partnership obtaining an investment grade credit rating, a ratio of secured debt to EBITDA for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter.
Carrying Value
Debt Instrument [Line Items]
Total debt		$ 3,489,800,000
Level 2
Debt Instrument [Line Items]
Total debt fair value		$ 3,497,300,000
Credit Facility
Debt Instrument [Line Items]
Credit facility - maturity year		2027
Maximum borrowing capacity		$ 1,400,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility - Term		5 years
Maximum borrowing capacity		$ 1,000,000,000
Borrowings		$ 30,000,000
Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Interest rate applicable margin		1.375%
Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Interest rate applicable margin		2.05%
Term Loan A Facility
Debt Instrument [Line Items]
Credit facility - Term		5 years
Maximum borrowing capacity		$ 400,000,000
Borrowings		$ 390,000,000
Term Loan A Facility \| Minimum
Debt Instrument [Line Items]
Interest rate applicable margin		1.65%
Term Loan A Facility \| Maximum
Debt Instrument [Line Items]
Interest rate applicable margin		2.55%
Fixed-Rate Senior Unsecured Notes
Debt Instrument [Line Items]
Debt covenant, leverage ratio		425.00%
6.500% Fixed Rate Senior Unsecured Notes due 2029
Debt Instrument [Line Items]
Aggregate principal amount of fixed-rate senior notes	$ 600,000,000	$ 600,000,000
6.500% Fixed Rate Senior Unsecured Notes due 2029 \| Fixed-Rate Senior Unsecured Notes
Debt Instrument [Line Items]
Debt instrument interest rate	6.50%	6.50%
Debt instrument due year	2029	2029
Frequency of periodic interest payment	semi‑annually	semi‑annually
Interest payment terms	Interest is payable semi‑annually on June 1 and December 1, commencing December 1, 2024.	Interest is payable semi‑annually on June 1 and December 1.
5.500% Fixed Rate Senior Unsecured Notes due 2030
Debt Instrument [Line Items]
Aggregate principal amount of fixed-rate senior notes		$ 400,000,000
5.500% Fixed Rate Senior Unsecured Notes due 2030 \| Fixed-Rate Senior Unsecured Notes
Debt Instrument [Line Items]
Debt instrument interest rate		5.50%
Debt instrument due year		2030
Frequency of periodic interest payment		semi‑annually
Interest payment terms		Interest is payable semi‑annually on April 15 and October 15.
4.250% Fixed Rate Senior Unsecured Notes due 2030
Debt Instrument [Line Items]
Aggregate principal amount of fixed-rate senior notes		$ 750,000,000
4.250% Fixed Rate Senior Unsecured Notes due 2030 \| Fixed-Rate Senior Unsecured Notes
Debt Instrument [Line Items]
Debt instrument interest rate		4.25%
Debt instrument due year		2030
Frequency of periodic interest payment		semi‑annually
Interest payment terms		Interest is payable semi‑annually on February 15 and August 15.
5.625% Fixed Rate Senior Unsecured Notes due 2026
Debt Instrument [Line Items]
Aggregate principal amount of fixed-rate senior notes		$ 800,000,000
5.625% Fixed Rate Senior Unsecured Notes due 2026 \| Fixed-Rate Senior Unsecured Notes
Debt Instrument [Line Items]
Debt instrument interest rate		5.625%
Debt instrument due year		2026
Frequency of periodic interest payment		semi‑annually
Interest payment terms		Interest is payable semi‑annually on February 15 and August 15.
5.125% Fixed Rate Senior Unsecured Notes due 2028
Debt Instrument [Line Items]
Aggregate principal amount of fixed-rate senior notes		$ 550,000,000.0
5.125% Fixed Rate Senior Unsecured Notes due 2028 \| Fixed-Rate Senior Unsecured Notes
Debt Instrument [Line Items]
Debt instrument interest rate		5.125%
Debt instrument due year		2028
Frequency of periodic interest payment		semi‑annually
Interest payment terms		Interest is payable semi‑annually on June 15 and December 15.

Segments - Financial Data for Each Reportable Segment (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Revenues and other income	$ 378.5	$ 363.1	$ 1,099.6	$ 992.1
Operating and maintenance expenses (exclusive of depreciation shown separately below)	89.0	89.4	254.6	225.0
Depreciation expense	51.5	47.7	151.8	142.1
General and administrative expenses	6.3	6.0	17.2	18.2
Income from equity investments	3.7	2.0	10.1	5.3
Interest expense, net	51.8	45.8	150.0	131.2
Income tax expense	18.9	11.4	49.2	26.0
Adjusted EBITDA	289.3	271.7	844.2	760.7
Operating Segments
Segment Reporting Information [Line Items]
Revenues and other income	378.5	363.1	1,099.6	992.1
Operating and maintenance expenses (exclusive of depreciation shown separately below)	89.0	89.4	254.6	225.0
Depreciation expense	51.5	47.7	151.8	142.1
General and administrative expenses	3.9	4.0	10.9	11.7
Income from equity investments	3.7	2.0	10.1	5.3
Adjusted EBITDA	289.3	271.7	844.2	760.7
Capital expenditures	96.3	64.5	204.2	173.9
Interest and Other
Segment Reporting Information [Line Items]
General and administrative expenses	2.4	2.0	6.3	6.5
Interest expense, net	51.8	45.8	150.0	131.2
Income tax expense	18.9	11.4	49.2	26.0
Gathering Opco \| Operating Segments
Segment Reporting Information [Line Items]
Revenues and other income	203.5	197.5	587.1	536.7
Operating and maintenance expenses (exclusive of depreciation shown separately below)	51.3	52.5	148.4	134.7
Depreciation expense	32.2	28.9	94.5	85.9
General and administrative expenses	2.4	2.5	6.8	7.4
Adjusted EBITDA	149.8	142.5	431.9	394.6
Capital expenditures	93.3	60.3	194.5	156.1
Processing and Storage \| Operating Segments
Segment Reporting Information [Line Items]
Revenues and other income	145.1	133.2	423.7	370.4
Operating and maintenance expenses (exclusive of depreciation shown separately below)	30.3	26.7	82.8	70.7
Depreciation expense	15.0	14.5	44.3	43.5
General and administrative expenses	1.2	1.2	3.4	3.5
Income from equity investments	3.7	2.0	10.1	5.3
Adjusted EBITDA	117.3	107.3	347.6	301.5
Capital expenditures	3.0	4.2	9.6	7.8
Terminaling and Export \| Operating Segments
Segment Reporting Information [Line Items]
Revenues and other income	29.9	32.4	88.8	85.0
Operating and maintenance expenses (exclusive of depreciation shown separately below)	7.4	10.2	23.4	19.6
Depreciation expense	4.3	4.3	13.0	12.7
General and administrative expenses	0.3	0.3	0.7	0.8
Adjusted EBITDA	$ 22.2	$ 21.9	64.7	64.6
Capital expenditures			$ 0.1	$ 10.0

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 4. Property, Plant and Equipment

Property, plant and equipment, at cost, is as follows:


	Estimated useful lives	September 30, 2024			December 31, 2023
(in millions, except for number of years)
Gathering assets
Pipelines	22 years	$	1,770.3		$	1,703.7
Compressors, pumping stations and terminals	22 to 25 years		1,098.6			1,026.4
Gas plant assets
Pipelines, pipes and valves	22 to 25 years		460.0			460.0
Equipment	12 to 30 years		428.2			428.2
Processing and fractionation facilities	25 years		434.9			424.7
Buildings	35 years		182.3			182.3
Logistics facilities and railcars	20 to 25 years		409.2			409.2
Storage facilities	20 to 25 years		19.9			19.9
Other	20 to 25 years		38.4			28.0
Construction-in-progress	N/A		190.8			136.3
Total property, plant and equipment, at cost			5,032.6			4,818.7
Accumulated depreciation			(1,740.8	)		(1,589.5	)
Property, plant and equipment, net		$	3,291.8		$	3,229.2

Partners' Capital and Distributions (Tables)

9 Months Ended

Sep. 30, 2024

Partners' Capital Notes [Abstract]

Schedule of Distributions Declared and Paid

The following table details the distributions declared and/or paid for the periods presented:


Period	Record Date	Distribution Date	Distribution per Class A Share
First Quarter 2023	May 4, 2023	May 12, 2023	$	0.5851
Second Quarter 2023	August 3, 2023	August 14, 2023	$	0.6011
Third Quarter 2023	November 2, 2023	November 14, 2023	$	0.6175
Fourth Quarter 2023	February 8, 2024	February 14, 2024	$	0.6343
First Quarter 2024	May 2, 2024	May 14, 2024	$	0.6516
Second Quarter 2024	August 8, 2024	August 14, 2024	$	0.6677
Third Quarter 2024(1)	November 7, 2024	November 14, 2024	$	0.6846

(1) For more information, see Note 12, Subsequent Events.

Partners' Capital and Distributions - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2024
Partners' Capital Notes [Abstract]
Period of cash distribution to shareholders	45 days

Partners' Capital and Distributions - Schedule of Distributions Declared and Paid (Detail)

9 Months Ended

Sep. 30, 2024

$ / shares

O2023 Q1 Dividends

Distribution Made To Limited Partner [Line Items]

Record Date

May 04, 2023

Distribution Date

May 12, 2023

Distribution per Class A Share

$ 0.5851

O2023 Q2 Dividends

Distribution Made To Limited Partner [Line Items]

Record Date

Aug. 03, 2023

Distribution Date

Aug. 14, 2023

Distribution per Class A Share

$ 0.6011

O2023 Q3 Dividends

Distribution Made To Limited Partner [Line Items]

Record Date

Nov. 02, 2023

Distribution Date

Nov. 14, 2023

Distribution per Class A Share

$ 0.6175

O2023 Q4 Dividends

Distribution Made To Limited Partner [Line Items]

Record Date

Feb. 08, 2024

Distribution Date

Feb. 14, 2024

Distribution per Class A Share

$ 0.6343

O2024 Q1 Dividends

Distribution Made To Limited Partner [Line Items]

Record Date

May 02, 2024

Distribution Date

May 14, 2024

Distribution per Class A Share

$ 0.6516

O2024 Q2 Dividends

Distribution Made To Limited Partner [Line Items]

Record Date

Aug. 08, 2024

Distribution Date

Aug. 14, 2024

Distribution per Class A Share

$ 0.6677

O2024 Q3 Dividends

Distribution Made To Limited Partner [Line Items]

Record Date

Nov. 07, 2024

^[1]

Distribution Date

Nov. 14, 2024

^[1]

Distribution per Class A Share

$ 0.6846

^[1]

[1]	For more information, see Note 12, Subsequent Events.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 58.6	$ 35.3	$ 152.7	$ 81.1

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities are as follows:


	September 30, 2024		December 31, 2023
(in millions)
Accrued interest	$	43.5	$	35.8
Accrued capital expenditures		26.4		42.9
Other accruals		33.7		27.2
Total	$	103.6	$	105.9

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10. Commitments and Contingencies

Environmental Contingencies

The Company is subject to federal, state and local laws and regulations relating to the environment. On August, 12, 2022, the Company became aware of a produced water release from an underground pipeline located approximately 8 miles north of Ray, North Dakota. It is estimated that approximately 34,000 barrels of produced water were released, causing impacts to soils, crops, and groundwater. Remediation infrastructure was put in place and remediation and monitoring is ongoing.

As of September 30, 2024 our reserves for all estimated remediation liabilities, inclusive of the produced water release above, in Accrued liabilities and Other noncurrent liabilities were $2.2 million and $2.7 million, respectively, compared with $1.7 million and $5.3 million, respectively, as of December 31, 2023.

Legal Proceedings

In the ordinary course of business, the Company is from time to time party to various judicial and administrative proceedings. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of a known contingency, we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued.

On or about March 14, 2023, the Company received a Notice of Violation (the “Notice”) from the North Dakota Department of Environmental Quality (“DEQ”) in connection with the produced water release described under Environmental Contingencies above. The Notice alerts the Company that it may have violated the State’s water pollution control laws, but neither imposes nor waives any enforcement action. On January 11, 2024, the DEQ proposed an Administrative Consent Agreement (“ACA”) that included an administrative penalty of $0.4 million and further line monitoring practices with respect to certain water gathering pipelines. The Company is evaluating the proposed ACA and is engaging in further discussions with the DEQ.

Based on currently available information, we believe it is remote that the outcome of known matters, including the produced water release described above, would have a material adverse impact on our financial condition, results of operations or cash flows. Accordingly, as of September 30, 2024 and December 31, 2023, we did not have material accrued liabilities for legal contingencies.

Basis of Presentation - Additional Information (Detail)	9 Months Ended	12 Months Ended
Basis of Presentation - Additional Information (Detail)	Sep. 30, 2024	Dec. 31, 2023
Hess Corporation and GIP II Blue Holding, L.P.
Accounting Policies [Line Items]
Noncontrolling interest percentage	52.30%	69.80%

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (UNAUDITED) - USD ($) $ in Millions	Total	Limited Partner Class A Shares	Noncontrolling Interest
Balance, beginning of period at Dec. 31, 2022	$ 529.0	$ 245.1	$ 283.9
Net income	142.2	20.7	121.5
Equity-based compensation	0.6	0.6
Distributions to unitholders	(136.7)	(25.1)	(111.6)
Recognition of deferred tax asset	4.3	4.3
Class B unit repurchase	(100.0)	(17.5)	(82.5)
Transaction costs	(0.9)	(0.2)	(0.7)
Balance, end of period at Mar. 31, 2023	438.5	227.9	210.6
Balance, beginning of period at Dec. 31, 2022	529.0	245.1	283.9
Net income	454.9
Balance, end of period at Sep. 30, 2023	445.3	367.4	77.9
Balance, beginning of period at Mar. 31, 2023	438.5	227.9	210.6
Net income	147.9	25.1	122.8
Equity-based compensation	0.4	0.4
Distributions to unitholders	(138.3)	(25.9)	(112.4)
Recognition of deferred tax asset	87.2	87.2
Sales of shares held by Sponsors		11.0	(11.0)
Class B unit repurchase	(100.0)	(23.4)	(76.6)
Transaction costs	(0.9)	(0.2)	(0.7)
Balance, end of period at Jun. 30, 2023	434.8	302.1	132.7
Net income	164.8	35.3	129.5
Equity-based compensation	0.3	0.3
Distributions to unitholders	(140.1)	(34.2)	(105.9)
Recognition of deferred tax asset	86.2	86.2
Sales of shares held by Sponsors		6.8	(6.8)
Class B unit repurchase	(100.0)	(28.9)	(71.1)
Transaction costs	(0.7)	(0.2)	(0.5)
Balance, end of period at Sep. 30, 2023	445.3	367.4	77.9
Balance, beginning of period at Dec. 31, 2023	363.2	340.2	23.0
Net income	161.9	44.6	117.3
Equity-based compensation	0.5	0.5
Distributions to unitholders	(143.6)	(50.7)	(92.9)
Recognition of deferred tax asset	100.4	100.4
Sales of shares held by Sponsors		5.2	(5.2)
Class B unit repurchase	(100.0)	(35.6)	(64.4)
Transaction costs	(0.7)	(0.3)	(0.4)
Balance, end of period at Mar. 31, 2024	381.7	404.3	(22.6)
Balance, beginning of period at Dec. 31, 2023	363.2	340.2	23.0
Net income	486.9
Balance, end of period at Sep. 30, 2024	441.8	531.0	(89.2)
Balance, beginning of period at Mar. 31, 2024	381.7	404.3	(22.6)
Net income	160.3	49.5	110.8
Equity-based compensation	0.1	0.1
Distributions to unitholders	(145.7)	(52.1)	(93.6)
Recognition of deferred tax asset	107.0	107.0
Sales of shares held by Sponsors		(2.7)	2.7
Class B unit repurchase	(100.0)	(41.3)	(58.7)
Transaction costs	(0.8)	(0.3)	(0.5)
Balance, end of period at Jun. 30, 2024	402.6	464.5	(61.9)
Net income	164.7	58.6	106.1
Equity-based compensation	0.5	0.5
Distributions to unitholders	(147.5)	(61.1)	(86.4)
Recognition of deferred tax asset	122.4	122.4
Sales of shares held by Sponsors		(11.1)	11.1
Class B unit repurchase	(100.0)	(42.5)	(57.5)
Transaction costs	(0.9)	(0.3)	(0.6)
Balance, end of period at Sep. 30, 2024	$ 441.8	$ 531.0	$ (89.2)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

Basis of Presentation

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Note 1. Basis of Presentation

Unless the context otherwise requires, references in this report to the “Company,” “we,” “our,” “us” or like terms, refer to Hess Midstream LP and its subsidiaries.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at September 30, 2024 and December 31, 2023, the consolidated results of operations for the three and nine months ended September 30, 2024 and 2023, and the consolidated cash flows for the nine months ended September 30, 2024 and 2023. The Company has no items of other comprehensive income (loss); therefore, net income (loss) is equal to comprehensive income (loss). The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year.

The consolidated financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted from these interim consolidated financial statements. These financial statements, therefore, should be read in conjunction with the financial statements and related notes included in the Company’s annual report on Form 10‑K for the year ended December 31, 2023.

We consolidate the activities of Hess Midstream Operations LP (“the Partnership”), as a variable interest entity (“VIE”) under U.S. GAAP. We have concluded that we are the primary beneficiary of the VIE, as defined in the accounting standards, since we have the power, through our ownership, to direct those activities that most significantly impact the economic performance of the Partnership. This conclusion was based on a qualitative analysis that considered the Partnership’s governance structure and the delegation of control provisions, which provide us the ability to control the operations of the Partnership. All financial statement activities associated with the VIE are captured within gathering, processing and storage, and terminaling and export segments (see Note 11, Segments). We currently do not have any independent assets or operations other than our interest in the Partnership. Our noncontrolling interest represents the approximate 52.3% interest in the Partnership retained by Hess Corporation (“Hess”) and GIP II Blue Holding, L.P. (“GIP” and together with Hess, the “Sponsors”) at September 30, 2024 (69.8% at December 31, 2023). See Note 2, Equity Transactions for a description of changes in noncontrolling interest related to the equity transactions.

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU adds required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help users of financial statements understand how the chief operating decision maker evaluates segment expenses and operating results. The ASU does not change how an entity identifies its operating segments. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU on April 1, 2024, and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements (see Note 11, Segments).

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires, among other disclosures, greater disaggregation of information, the use of certain categories in the rate reconciliation, and the disaggregation of income taxes paid by jurisdiction. The ASU is effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. We continue to assess the impact of this ASU on our consolidated financial statements.

Earnings per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings per Share

Note 8. Earnings per Share


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share amounts)	2024		2023		2024		2023
Net income	$	164.7	$	164.8	$	486.9	$	454.9
Less: Net income attributable to noncontrolling interest		106.1		129.5		334.2		373.8
Net income attributable to Hess Midstream LP		58.6		35.3		152.7		81.1
Net income attributable to Hess Midstream LP per Class A share:
Basic:	$	0.63	$	0.57	$	1.82	$	1.56
Diluted:	$	0.63	$	0.57	$	1.82	$	1.54
Weighted average Class A shares outstanding:
Basic:		93.0		62.5		84.0		52.2
Diluted:		93.0		62.5		84.0		52.2

For the three and nine months ended September 30, 2024 the weighted average number of Class A Shares outstanding included 30,413 and 29,566 dilutive restricted shares, respectively, compared with 34,752 and 38,319 dilutive restricted shares for the three and nine months ended September 30, 2023, respectively.

Equity Transactions

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Equity Transactions

Note 2. Equity Transactions

Equity Offering Transactions

On May 19, 2023, the Sponsors sold an aggregate of 12,765,000 of our Class A Shares representing limited partner interests (the “Class A Shares”), inclusive of the underwriters’ option to purchase up to 1,665,000 of additional shares, which was fully exercised, in an underwritten public offering at a price to the public of $27.00 per Class A Share, less underwriting discounts. The Sponsors received net proceeds from the offering of approximately $333.4 million, after deducting underwriting discounts.

On August 17, 2023, GIP sold an aggregate of 10,000,000 of our Class A Shares in an underwritten public offering at a price of $28.80 per Class A Share, less underwriting discounts. GIP also granted the underwriter an option to purchase up to an additional 1,500,000 Class A Shares at the same price per Class A Share, less underwriting discounts, which was exercised in full on August 22, 2023. GIP received net proceeds from the offering of approximately $328.8 million, after deducting underwriting discounts.

On February 8, 2024, GIP sold an aggregate of 11,500,000 of our Class A shares, inclusive of the underwriter’s option to purchase up to 1,500,000 of additional shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $32.83 per Class A Share. GIP received net proceeds from the offering of approximately $377.5 million.

On May 31, 2024, GIP sold an aggregate of 10,000,000 of our Class A shares in an underwritten public offering at a price to the underwriter of $34.025 per Class A Share. GIP also granted the underwriter an option to purchase up to an additional 1,500,000 Class A shares at the same price per Class A share, which was exercised in full on June 3, 2024. GIP received net proceeds from the offering of approximately $391.3 million.

On September 20, 2024, GIP sold an aggregate of 12,650,000 of our Class A shares, inclusive of the underwriter’s option to purchase up to 1,650,000 of additional shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $35.12 per Class A Share. GIP received net proceeds from the offering of approximately $444.3 million.

The Company did not receive any proceeds in the equity offering transactions. The above equity offering transactions were conducted pursuant to a registration rights agreement among us and the Sponsors. The Class A Shares sold in the offerings were obtained by GIP by exchanging to us the respective number of their Class B units representing limited partner interests in the Partnership (the “Class B Units”), together with an equal number of Class B shares representing limited partner interests in the Company (the “Class B Shares”) held by the Company’s general partner. As a result, the total number of Class A and Class B Shares did not change. The Company retained control in the Partnership based on the delegation of control provisions, as described in Note 1, Basis of Presentation. As a result of the equity offering transactions described above, we recognized adjustments decreasing the carrying amount of the Class A shareholders’ capital balance by $8.6 million during the nine months ended September 30, 2024 and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest. During the nine months ended September 30, 2023 we recognized adjustments increasing the carrying amount of the Class A shareholders’ capital balance by $17.8 million and decreasing the carrying amount of noncontrolling interest by an equal amount.

Class B Unit Repurchases

On March 27, 2023, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 3,619,254 Class B Units for an aggregate purchase price of approximately $100.0 million. The repurchase transaction was consummated on March 30, 2023. The purchase price per Class B Unit was $27.63, the closing price of the Class A Shares on March 27, 2023.

On June 26, 2023, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 3,350,084 Class B Units for an aggregate purchase price of approximately $100.0 million. The repurchase transaction was consummated on June 29, 2023. The purchase price per Class B Unit was $29.85, the closing price of the Class A Shares on June 26, 2023.

On September 19, 2023, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 3,301,420 Class B Units for an aggregate purchase price of approximately $100.0 million. The repurchase transaction was consummated on September 22, 2023. The purchase price per Class B Unit was $30.29, the closing price of the Class A Shares on September 19, 2023.

On March 11, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 2,816,901 Class B Units for an aggregate purchase price of approximately $100.0 million. The repurchase transaction was consummated on March 14, 2024. The purchase price per Class B Unit was $35.50, the closing price of the Class A Shares on March 11, 2024.

On June 24, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 2,724,052 Class B Units for an aggregate purchase price of approximately $100.0 million. The repurchase transaction was consummated on June 26, 2024. The purchase price per Class B Unit was $36.71, the closing price of the Class A Shares on June 24, 2024.

On September 9, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 2,823,262 Class B Units for an aggregate purchase price of approximately $100.0 million. The repurchase transaction was consummated on September 11, 2024. The purchase price per Class B Unit was $35.42, the closing price of the Class A Shares on September 9, 2024.

The repurchase transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility and cash on hand (see Note 6, Debt and Interest Expense). Pursuant to the terms of the repurchase agreements described above, immediately following each purchase of the Class B Units from the Sponsors, the Partnership cancelled the repurchased units, and the Company cancelled, for no consideration, an equal number of its Class B Shares.

The repurchase transactions were accounted for in accordance with ASC 810 whereby changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. The carrying amounts of the noncontrolling interest were adjusted to reflect the changes in the ownership interest with the difference between the amounts of consideration paid and the amounts by which the noncontrolling interest were adjusted recognized as a reduction in equity attributable to Class A shareholders. Distributions to noncontrolling interest holders related to the 2024 repurchase transactions exceeded the noncontrolling interest’s carrying value resulting in a deficit balance as shown in the accompanying consolidated statement of changes in partners’ capital (deficit).

We incurred approximately $2.4 million of costs directly attributable to the repurchase transactions that were charged to equity (nine months ended September 30, 2023: $2.5 million).

As a result of the equity offering and the unit repurchase transactions described above, we also recognized an additional deferred tax asset of $329.8 million (nine months ended September 30, 2023: $177.7 million) related to the change in the temporary difference between the carrying amount and the tax basis of our investment in the Partnership. The effect of recognizing the additional deferred tax asset was included in Class A shareholders’ equity balance in the accompanying consolidated statement of changes in partners’ capital (deficit) due to the transactions being characterized as transactions among or with shareholders.