TABLE OF CONTENTS

Page

Number

Introduction

2

Unaudited Pro Forma Combined Balance Sheet as of September 30, 2019

3

Unaudited Pro Forma Combined Statement of Operations for the Nine Months Ended September 30, 2019 and the Years Ended December 31, 2018, 2017 and 2016

4

Notes to Unaudited Pro Forma Combined Financial Statements

8

September 30, 2019

(in millions)

Hess

Midstream Partners LP ⁽¹⁾

Hess Infrastructure Partners LP ⁽²⁾

Pro forma

Adjustments

Pro forma

New HESM

Assets

   Cash and cash equivalents

$

3.5

$

7.1

$

(3.6

)

(c)

$

3.5

   Accounts receivable—affiliate:

From contracts with customers

68.2

75.8

-

75.8

Other receivables

0.1

0.1

-

0.1

   Other current assets

7.4

7.7

-

7.7

Total current assets

79.2

90.7

(3.6

)

87.1

   Equity Investments

100.8

104.9

-

104.9

   Property, plant and equipment, net

2,823.1

2,937.8

-

2,937.8

   Long-term receivable—affiliate

-

1.2

-

1.2

   Deferred income taxes

-

-

43.1

(d)

43.1

   Other noncurrent assets

2.2

6.0

11.0

(e)

17.0

Total assets

$

3,005.3

$

3,140.6

$

50.5

$

3,191.1

Liabilities

-

   Accounts payable—trade

$

17.7

$

22.8

$

-

$

22.8

   Accounts payable—affiliate

47.6

44.5

-

44.5

   Accrued liabilities

54.5

69.3

-

69.3

   Current maturities of long-term debt

-

15.0

(15.0

)

(f)

-

   Other current liabilities

6.6

6.6

-

6.6

Total current liabilities

126.4

158.2

(15.0

)

143.2

   Long-term debt

11.0

1,136.6

591.0

(f)

1,727.6

   Other noncurrent liabilities

10.9

14.6

-

14.6

Total liabilities

148.3

1,309.4

576.0

1,885.4

Partners' capital

Common unitholders—public (17,062,655 units

   issued and outstanding at September 30, 2019)

354.2

-

-

-

Common unitholders—affiliate (10,282,654 units

   issued and outstanding at September 30, 2019)

37.5

-

-

-

Subordinated unitholders—affiliate (27,279,654

   units issued and outstanding

   at September 30, 2019)

99.2

-

-

-

General partner

15.5

-

-

-

   Total historical partners' capital

506.4

1,339.8

(1,339.8

)

(a)

-

Class A shares (17,960,655 shares issued

   and outstanding at September 30, 2019 on

   a pro forma basis)

-

-

157.5

(b)

157.5

Class B shares (266,416,928 shares issued

   and outstanding at September 30, 2019 on

   a pro forma basis)

-

-

-

(b)

-

   Noncontrolling interest

2,350.6

490.8

(490.8

)

(a)

1,147.6

1,147.6

(b)

   Accumulated other comprehensive income

-

0.6

-

0.6

Total partners' capital

2,857.0

1,831.2

(525.5

)

1,305.7

Total liabilities and partners' capital

$

3,005.3

$

3,140.6

$

50.5

$

3,191.1

(1)

Presented for information purposes. See Note 1.

(2)

Pro forma adjustments were applied to Hess Infrastructure Partners’ historical financial statements. See Note 1.

Nine Months Ended September 30, 2019

(in millions, except per-unit amounts)

Hess

Midstream Partners LP ⁽¹⁾

Hess Infrastructure Partners LP ⁽²⁾

Pro forma

adjustments

Pro forma

New HESM

Revenues and other income

Affiliate services

$

542.1

$

594.5

$

-

$

594.5

Other income

0.3

0.3

-

0.3

Total revenues and other income

542.4

594.8

-

594.8

Costs and expenses

Operating and maintenance expenses

   (exclusive of depreciation shown

   separately below)

142.0

184.1

-

184.1

Depreciation expense

101.1

105.0

-

105.0

General and administrative expenses

11.6

19.4

(3.7

)

(g)

15.7

Total costs and expenses

254.7

308.5

(3.7

)

304.8

Income from operations

287.7

286.3

3.7

290.0

Earnings from equity investments

0.5

0.5

-

0.5

Interest expense, net

1.6

44.2

31.8

(h)

76.0

Income before income taxes

286.6

242.6

(28.1

)

214.5

Provision (benefit) for income taxes

-

-

3.3

(i)

3.3

Net income

286.6

242.6

(31.4

)

211.2

Less: Net income attributable to net parent

   investment

-

0.4

(0.4

)

(a)

-

Less: Net income attributable to

   noncontrolling interest

232.6

50.6

150.4

(j)

201.0

Net income attributable to the Partnership

54.0

191.6

(181.4

)

10.2

Less: General partner's interest in net income attributable

   to the Partnership

3.1

-

-

-

Limited partners' interest in net income attributable to the Partnership

$

50.9

$

191.6

$

(181.4

)

$

10.2

Net income per common unit/share:

Basic

$

0.93

$

0.57

Diluted

$

0.93

$

0.56

Weighted average number of units/shares outstanding:

Basic

54.6

(36.6

)

(k)

18.0

Diluted

54.7

(36.6

)

(k)

18.1

(1)

Presented for information purposes. See Note 1.

(2)

Pro forma adjustments were applied to Hess Infrastructure Partners’ historical financial statements. See Note 1.

Year Ended December 31, 2018

(in millions, except per-unit amounts)

Hess

Midstream Partners LP ⁽¹⁾

Hess Infrastructure Partners LP ⁽²⁾

Pro forma

adjustments

Pro forma

New HESM

Revenues and other income

Affiliate services

$

661.7

$

712.0

$

-

$

712.0

Other income

0.7

0.7

-

0.7

Total revenues and other income

662.4

712.7

-

712.7

Costs and expenses

Operating and maintenance expenses

   (exclusive of depreciation shown

   separately below)

154.3

193.5

-

193.5

Depreciation expense

123.0

126.9

-

126.9

General and administrative expenses

11.5

14.1

-

14.1

Total costs and expenses

288.8

334.5

-

334.5

Income from operations

373.6

378.2

-

378.2

Interest expense, net

1.3

53.3

42.2

(h)

95.5

Gain on sale of property, plant

   and equipment

-

0.6

-

0.6

Income before income taxes

372.3

325.5

(42.2

)

283.3

Provision (benefit) for income taxes

-

-

4.4

(i)

4.4

Net income

372.3

325.5

(46.6

)

278.9

Less: Net income attributable to net parent

   investment

-

6.6

(6.6

)

(a)

-

Less: Net income attributable to

   noncontrolling interest

301.5

69.3

196.1

(j)

265.4

Net income attributable to the Partnership

70.8

249.6

(236.1

)

13.5

Less: General partner's interest in net income attributable to the Partnership

1.7

-

-

-

Limited partners' interest in net income attributable to the

  Partnership

$

69.1

$

249.6

$

(236.1

)

$

13.5

Net income per common unit/share:

Basic

$

1.27

$

0.75

Diluted

$

1.27

$

0.75

Weighted average number of units/shares outstanding:

Basic

54.6

(36.6

)

(k)

18.0

Diluted

54.7

(36.6

)

(k)

18.1

(1)

Presented for information purposes. See Note 1.

(2)

Pro forma adjustments were applied to Hess Infrastructure Partners’ historical financial statements. See Note 1.

Year Ended December 31, 2017

(in millions, except per-unit amounts)

Hess

Midstream Partners LP ⁽¹⁾

Hess Infrastructure Partners LP ⁽²⁾

Pro forma

adjustments

Pro forma

New HESM

Revenues and other income

Affiliate services

$

565.6

$

579.5

$

-

$

579.5

Other income

0.2

-

-

-

Total revenues and other income

565.8

579.5

-

579.5

Costs and expenses

Operating and maintenance expenses

   (exclusive of depreciation shown

   separately below)

158.4

186.0

-

186.0

Depreciation expense

113.1

116.5

-

116.5

General and administrative expenses

8.1

13.9

-

13.9

Total costs and expenses

279.6

316.4

-

316.4

Income from operations

286.2

263.1

-

263.1

Interest expense, net

1.4

25.8

75.5

(h)

101.3

Gain on sale of property, plant

   and equipment

-

4.7

-

4.7

Income before income taxes

284.8

242.0

(75.5

)

166.5

Provision (benefit) for income taxes

-

-

4.0

(i)

4.0

Net income

284.8

242.0

(79.5

)

162.5

Less: Net income attributable to net parent

   investment

68.2

(17.8

)

17.8

(a)

-

Less: Net income attributable to

   noncontrolling interest

175.4

40.4

115.6

(j)

156.0

Net income attributable to the Partnership

41.2

219.4

(212.9

)

6.5

Less: General partner's interest in net income attributable to the Partnership

0.8

-

-

-

Limited partners' interest in net income attributable to the

  Partnership

$

40.4

$

219.4

$

(212.9

)

$

6.5

Net income per common unit/share:

Basic

$

0.75

$

0.36

Diluted

$

0.75

$

0.36

Weighted average number of units/shares outstanding:

Basic

53.8

(35.8

)

(k)

18.0

Diluted

53.8

(35.8

)

(k)

18.0

(1)

Presented for information purposes. See Note 1.

(2)

Pro forma adjustments were applied to Hess Infrastructure Partners’ historical financial. See Note 1.

Year Ended December 31, 2016

(in millions, except per-unit amounts)

Hess

Midstream Partners LP ⁽¹⁾

Hess Infrastructure Partners LP ⁽²⁾

Pro forma

adjustments

Pro forma

New HESM

Revenues and other income

Affiliate services

$

509.8

$

510.0

$

-

$

510.0

Other income

-

-

-

-

Total revenues and other income

509.8

510.0

-

510.0

Costs and expenses

Operating and maintenance expenses

   (exclusive of depreciation shown

   separately below)

193.4

219.8

-

219.8

Depreciation expense

99.7

105.8

-

105.8

Impairment loss

-

66.7

-

66.7

General and administrative expenses

10.4

17.4

-

17.4

Total costs and expenses

303.5

409.7

-

409.7

Income from operations

206.3

100.3

-

100.3

Interest expense, net

1.4

18.7

83.2

(h)

101.9

Income (loss) before income taxes

204.9

81.6

(83.2

)

(1.6

)

Provision (benefit) for income taxes

-

-

-

(i)

-

Net income (loss)

204.9

81.6

(83.2

)

(1.6

)

Less: Net income (loss) attributable to net parent

   investment

-

(40.3

)

40.3

(a)

-

Less: Net income (loss) attributable to

   noncontrolling interest

-

-

(1.5

)

(j)

(1.5

)

Net income (loss) attributable to the Partnership

$

204.9

$

121.9

$

(122.0

)

$

(0.1

)

Net income (loss) per common unit/share:

Basic

*

$

(0.01

)

Diluted

*

$

(0.01

)

Weighted average number of units/shares outstanding:

Basic

*

18.0

(k)

18.0

Diluted

*

18.0

(k)

18.0

(1)

Presented for information purposes. See Note 1.

(2)

Pro forma adjustments were applied to Hess Infrastructure Partners’ historical financial statements. See Note 1.

•

the formation of Hess Midstream GP LP and New HESM by Hess Infrastructure Partners GP LLC, which is owned 50/50 by affiliates of Hess Corporation (“Hess”) and Global Infrastructure Partners (“GIP”), each under the laws of the State of Delaware. New HESM elected to be treated as a corporation for federal income tax purposes effective on the day of formation;

•

the merger of HESM with and into Hess Midstream New Ventures LLC, a wholly owned subsidiary of New HESM, with HESM surviving;  

•

the issuance of one Class A share (economic and voting) of New HESM (“New HESM Class A Share”) to HESM’s public unitholders in exchange for each outstanding common unit of HESM (“HESM Common Unit”) held by such public unitholders immediately prior to the merger;  

•

the issuance of 266,416,928 Class B shares (voting only) of New HESM (“New HESM Class B Shares”) to New HESM GP LP for consideration of $0.0001 per share, or $26,642 in total;  

•

the contribution by affiliates of Hess and GIP of (i) the non-economic general partner interest in HIP and each of Hess’ and GIP’s 50% interests in HIP, which in turn owns (A) the 2% general partner interest in HESM, (B) the HESM IDRs, (C) 80% noncontrolling economic interests in each of Hess North Dakota Pipeline Operations LP (“Gathering Opco”), Hess TGP Operations LP (“HTGP Opco”) and Hess North Dakota Export Logistics Operations LP (“Logistics Opco”), and (D) 100% economic interest in Hess Water Services, to HESM and (ii) 897,998 HESM Subordinated Units and two HESM Common Units to New HESM in exchange for 898,000 New HESM Class A Shares;

•

the contribution by affiliates of Hess and GIP of the limited partner interests in HIP to HESM in exchange for 229,752,618 HESM Common Units, with Hess and GIP receiving 114,876,309 HESM Common Units each;

•

the exchange of outstanding HIP’s and Hess Infrastructure Partners Finance Corporation’s $800.0 million 5.625% Senior Notes due 2026 for $800.0 million 5.625% senior notes issued by HESM, and the issuance of $500.0 million aggregate principal amount of new senior notes due 2027 by HESM;

•

the refinancing of HIP’s $200.0 million Term Loan A facility and $600.0 million of revolving credit facility and HESM’s $300.0 million of revolving credit facility with a new $400.0 million Term Loan A and $1.0 billion revolving credit facility;

•

the payment of cash consideration estimated to be approximately $548.6 million at September 30, 2019 from debt proceeds and cash on hand distributed 50% to each of Hess and GIP; and;

•

the delegation of control of HESM by MLP GP LP, as the general partner of HESM, to New HESM.

(a)

Reflects the elimination of historical partners’ capital and noncontrolling interest and their reclassification to New HESM’s Class A shares, Class B shares and noncontrolling interest. Also reflects the elimination of historical net income attributable to net parent investment associated with Hess’ historical investment in Hess Water Services.

(b)

The table below summarizes the pro forma adjustments to total partners’ capital based on the expected ownership percentage in New HESM at the date of the Transactions.

(in millions)

Historical partners' capital

$

1,339.8

Historical noncontrolling interest

490.8

Recognition of deferred income tax

43.1

Distribution to Sponsors

(548.6

)

Transaction costs⁽¹⁾

(20.0

)

Pro forma capitalization

$

1,305.1

Allocation of pro forma capitalization:

Class A shares (17,960,655 shares issued and outstanding at September 30, 2019

   on a pro forma combined basis)

$

157.5

Class B shares (266,416,928 shares issued and outstanding at September 30, 2019

   on a pro forma combined basis)

-

Noncontrolling interest

1,147.6

Pro forma capitalization

$

1,305.1

⁽¹⁾

Reflects estimated transaction costs directly attributable to the Transactions. The transaction costs include fees related to financial advisory, legal and other professional services, and other costs related to the Transactions.

(c)

Reflects the following adjustments to cash, assuming the transaction were to close on September 30, 2019:

(in millions)

Sources

Uses

Incurrence of new borrowings

$

960.0

Payment of cash consideration from debt proceeds and cash on hand

$

548.6

HIP's cash on hand

3.6

Repayment of historical outstanding borrowings

355.0

Transaction costs

20.0

Debt origination fees

40.0

Total sources

$

963.6

Total uses

$

963.6

(d)

Reflects recognition of the estimated deferred tax asset as a result of New HESM electing to be a taxable entity. The deferred tax asset is primarily associated with the difference in the U.S. GAAP and tax carrying value of New HESM’s investment in HESM.

(e)

Reflects $11.0 million of origination fees associated with entering into a new $1.0 billion revolving credit facility in connection with the Transactions. We expect that $71.0 million of the revolving credit

facility will be drawn at closing, including $60.0 million of new borrowings and $11.0 million of HESM revolver balance outstanding at September 30, 2019.

(f)

Reflects the issuance of $500.0 million senior notes by HESM and refinancing of the credit facilities as following:

(in millions)

Repayment of Historical Debt

Incurrence of

New Debt

Net Pro Forma Adjustments

Exchanged notes

$

(800.0

)

$

800.0

-

Fixed-rate senior notes

-

500.0

500.0

Term Loan A facility

(190.0

)

400.0

210.0

Revolving credit facility

(165.0

)

60.0

(105.0

)

Less: origination fees

-

(29.0

)

(29.0

)

Total debt

$

(1,155.0

)

$

1,731.0

$

576.0

(g)

Reflects the elimination of nonrecurring transaction costs incurred during the nine-month period ended September 30, 2019, of $3.7 million that are directly related to the Transactions.

(h)

Reflects the adjustments to interest expense related to the refinanced credit facilities as discussed in footnote (f) and the removal of interest expenses related to our historical credit facilities:

(in millions)

Nine Months Ended September 30, 2019

Year Ended December 31, 2018

Year Ended December 31, 2017

Year Ended December 31, 2016

Interest expense⁽¹⁾

$

66.6

$

88.8

$

88.8

$

88.8

Facility fees⁽²⁾

2.3

3.0

3.0

3.0

Amortization of debt origination fees

7.6

10.1

10.1

10.1

Pro forma interest expense

76.5

101.9

101.9

101.9

Less: historical interest expense

(44.7

)

(59.7

)

(26.4

)

(18.7

)

Pro forma interest expense adjustment

$

31.8

$

42.2

$

75.5

$

83.2

⁽¹⁾

The interest rates on Term Loan A and revolving credit facilities assumed for purposes of preparing this pro forma financial information are 3.45% and 3.15%, respectively. These rates comprise the one-month LIBOR rate of 1.77% as of November 1, 2019, plus certain margins. A 1/8% increase in interest rates would result in a change in interest expense of approximately $0.3 million for the nine months ended September 30, 2019 and for each of the years in the three-year period ended December 31, 2018. The interest rate on $500 million senior notes assumed for purposes of preparing this pro forma financial information is 5.5%; however, the actual rate may differ from the pro forma rate.

⁽²⁾

Represents the 0.3% annual facility fees based on the terms of our revolving credit facility associated with the total capacity on our new 5-year, $1.0 billion revolving credit facility. We expect that $71.0 million of the revolving credit facility will be drawn at closing, including $60.0 million of new borrowings and $11.0 million of HESM revolver balance outstanding at September 30, 2019.

(i)

Reflects the impact of income taxes resulting from the Transactions based on the estimated effective rate reflecting blended federal and state statutory tax rate, but excluding income associated with noncontrolling interests which is not taxable to New HESM, of 2.4% for the years ended December 31, 2017 and 2016 and 1.6% for the year ended December 31, 2018 and the nine months ended September 30, 2019.

(j)

Reflects Hess’ and GIP’s 93.68% noncontrolling economic interest in HESM.

(k)

Reflects the issuance of 17,062,655 and 898,000 Class A shares of New HESM to public unitholders and New HESM GP LP, respectively, in exchange for HESM’s units outstanding prior to the Transactions. Units outstanding prior to the effect of the Transactions include 17,062,655 public units and 37,562,308 affiliate units. Shares outstanding subsequent to the effect of the Transactions include a total of 17,960,655 Class A shares. The calculation of the weighted average shares outstanding for basic and diluted net income per share assumes that these Class A shares were issued on January 1, 2016 and were outstanding for the entire period presented. The calculation of diluted net income per share includes historical weighted average phantom unit awards outstanding under HESM’s long-term incentive plan, which are assumed to be converted to Class A shares upon their vesting.