dtm-20250331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40392

DT Midstream, Inc.


Delaware						38-2663964
(State or other jurisdiction of incorporation or organization)						(I.R.S Employer Identification No.)

Registrant's address of principal executive offices: 500 Woodward Ave., Suite 2900, Detroit, Michigan 48226-1279

Registrant's telephone number, including area code: (313) 402-8532

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on which Registered

Common stock, par value $0.01

DTM

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

☒

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock outstanding as of March 31, 2025:


Description						Shares
Common stock, par value $0.01						101,590,686

TABLE OF CONTENTS


		Page
	Definitions	1
	Filing Format	4
	Forward-Looking Statements	4
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	DT Midstream Con solidated Financial Stateme nts (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	12
	Note 1 — Description of the Business and Basis of Presentation	12
	Note 2 — Significant Accounting Policies	14
	Note 3 — New Accounting Pronouncements	15
	Note 4 — Revenue	16
	Note 5 — Goodwill	18
	Note 6 — Earnings Per Share and Dividends	18
	Note 7 — Income Taxes	19
	Note 8 — Fair Value	19
	Note 9 — Debt	21
	Note 10 — Commitments and Contingencies	22
	Note 11 — Segment and Related Information	23
	Note 12 — Acquisition	25
	Note 1 3 — Regulatory Matters	25
	Note 1 4 — Subsequent Event	26
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35

Item 4.	Mine Safety Disclosure	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
	Signature	38

DEFINITIONS

Unless the context otherwise requires, references to "we," "us," "our," "Registrant," or the "Company" and words of similar importance refer to DT Midstream and, unless otherwise specified, our consolidated subsidiaries and our unconsolidated joint ventures. As used in this Form 10-Q, the terms and definitions below have the following meanings:


AFUDC						Allowance for funds used during construction, represents the cost of financing construction projects for FERC-regulated businesses, including the estimated cost of debt and authorized return on equity

Appalachia Gathering						A 152-mile gathering system that gathers Marcellus shale natural gas and delivers to the Texas Eastern Pipeline and Stonewall

ASC 606						The Accounting Standards Codification of Revenue from Contracts with Customers issued by the FASB

ASC 980						The Accounting Standards Codification of Regulated Operations issued by the FASB

ASU						Accounting Standards Update issued by the FASB

Bcf						Billion cubic feet of natural gas



Blue Union Gathering						A 427-mile gathering system that gathers shale natural gas from the Haynesville formation of Louisiana and Texas and delivers to markets in the Gulf Coast region; ancillary services include water impoundment, water transportation, water disposal and sand

Bluestone						A 65-mile gathering lateral pipeline, and two compression facilities, that gathers Marcellus shale natural gas and delivers to Millennium and the Tennessee Pipeline

Bridge Facility						The $700 million 364-day bridge loan facility committed by Barclays Bank PLC, which provided certain backstop funding for the Midwest Pipeline Acquisition

CAD						Canadian Dollar ($)

Chicago Hub						A major natural gas market and transportation hub located in the Chicago area, serving as a critical interconnection point for multiple interstate pipelines

Clean Fuels Gathering						A 77-mile gathering system that gathers and treats coal mine methane into pipeline quality gas

Columbia Pipeline						Columbia Gas Transmission, LLC, owned by TC Energy Corporation and Global Infrastructure Partners

Credit Agreement						DT Midstream's credit agreement which provides for the Revolving Credit Facility

DT Midstream						DT Midstream, Inc. and our consolidated subsidiaries

DTM Interstate Transportation						DTM Interstate Transportation, LLC, the consolidated subsidiary of DT Midstream which is comprised of Guardian, Midwestern and Viking

Expand Energy						Expand Energy Corporation and/or its affiliates

FASB						Financial Accounting Standards Board

FERC						Federal Energy Regulatory Commission

GAAP						Generally Accepted Accounting Principles in the United States

Generation						A 29-mile intrastate pipeline in northern Ohio and owned by NEXUS

GHG						Greenhouse gas

Guardian						Guardian Pipeline, L.L.C., a 263-mile interstate pipeline which connects to the Chicago Hub and serves key Wisconsin demand centers

Inflation Reduction Act						The Inflation Reduction Act of 2022 (H.R. 5374)

LEAP						Louisiana Energy Access Project, a 211-mile gathering lateral pipeline that gathers Haynesville shale natural gas and delivers to markets in the Gulf Coast region

LNG						Liquefied natural gas

DEFINITIONS


Michigan System						A 335-mile pipeline system in northern Michigan

Midwest Pipeline Acquisition						The transaction with ONEOK, which closed on December 31, 2024, pursuant to which DTM Interstate Transportation acquired 100% of the equity interests in each of Guardian, Midwestern and Viking

Midwestern						Midwestern Gas Transmission Company, a 402-mile bi-directional interstate pipeline which connects Appalachia supply to the Midwest market region between Tennessee and the Chicago Hub

Millennium						Millennium Pipeline Intermediate Holdings LLC, a joint venture that, through its wholly owned subsidiary, Millennium Pipeline Company, LLC, owns a 266-mile interstate transportation pipeline and compression facilities serving markets in the northeast and supply from the northeast Marcellus region, in which DT Midstream owns a 52.5% interest

MVC						Minimum volume commitment

NEXUS						NEXUS Gas Transmission, LLC, a joint venture that owns (i) a 256-mile interstate transportation pipeline and three compression facilities that transports Utica and Marcellus shale natural gas to Ohio, Michigan and Ontario market centers and (ii) Generation, in which DT Midstream owns a 50% interest

Ohio Utica Gathering						A 20-mile gathering system, including compression and dehydration facilities, that gathers Utica shale natural gas from producer wells and delivers to a nearby processing plant

ONEOK						ONEOK, Inc., a publicly traded energy company engaged in the gathering, processing, storage, and transportation of natural gas, including through its ownership of ONEOK Partners Intermediate Limited Partnership and Border Midwestern Company

Revolving Credit Facility						DT Midstream's secured revolving credit facility issued under the Credit Agreement

SEC						Securities and Exchange Commission

SOFR						Secured Overnight Financing Rate

South Romeo						South Romeo Gas Storage Company, LLC, a joint venture which owns the Washington 28 Storage Complex, in which DT Midstream owns a 50% interest

Stonewall						A 68-mile gathering lateral pipeline, in which DT Midstream owns an 85% interest, that gathers Marcellus and Utica shale natural gas and delivers to the Columbia Pipeline

Susquehanna Gathering						A 198-mile gathering system that gathers Marcellus shale natural gas and delivers to Bluestone

Tennessee Pipeline						Tennessee Gas Pipeline Company, LLC, owned by Kinder Morgan, Inc.

Term Loan Facility						DT Midstream's term loan facility issued under the Credit Agreement, which was repaid in 2024

Texas Eastern Pipeline						Texas Eastern Transmission, LP, owned by Enbridge Inc.

Tioga Gathering						A 3-mile gathering system that gathers shale natural gas to the Eastern Gas Transmission system

U.S.						United States of America

USD						United States Dollar ($)

Vector						Vector Pipeline LP, a joint venture that owns a 348-mile interstate transportation pipeline and five compression facilities connecting Illinois, Michigan, and Ontario market centers, in which DT Midstream owns a 40% interest

VIE						Variable Interest Entity

Viking						Viking Gas Transmission Company, a 674-mile bi-directional interstate pipeline which serves key utility customers in Minnesota, Wisconsin and North Dakota

Washington 10 Storage Complex						An interstate storage system located in Michigan with 94 Bcf of storage capacity, in which DT Midstream owns a 91% interest, and associated compression facilities

DEFINITIONS



2029 Notes						Senior unsecured notes of $1.1 billion in aggregate principal amount due June 2029

2031 Notes						Senior unsecured notes of $1.0 billion in aggregate principal amount due June 2031

2032 Notes						Senior secured notes of $600 million in aggregate principal amount due April 2032

2034 Notes						Senior secured notes of $650 million in aggregate principal amount due December 2034

FILING FORMAT

This Form 10-Q should be read in its entirety. This Form 10-Q should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements and with Management's Discussion and Analysis included in DT Midstream's 2024 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

Certain information presented herein includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, and businesses of DT Midstream. Words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," "confident," and other words of similar meaning in connection with a discussion of future operating or financial performance may signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Many factors may impact forward-looking statements of DT Midstream including, but not limited to, the following:

•changes in general economic conditions, including increases in interest rates and associated Federal Reserve policies, a potential economic recession, and the impact of inflation on our business;

•industry changes, including the impact of consolidations, alternative energy sources, technological advances, infrastructure constraints and changes in competition;

•changes in global trade policies and tariffs;

•global supply chain disruptions;

•actions taken by third-party operators, producers, processors, transporters and gatherers;

•changes in expected production from Expand Energy and other third parties in our areas of operation;

•demand for natural gas gathering, transmission, storage, transportation and water services;

•the availability and price of natural gas to the consumer compared to the price of alternative and competing fuels;

•our ability to successfully and timely implement our business plan;

•our ability to complete organic growth projects on time and on budget;

•our ability to finance, complete, or successfully integrate acquisitions;

•our ability to realize the anticipated benefits and manage the risks of the Midwest Pipeline Acquisition described herein;

•the price and availability of debt and equity financing;

•restrictions in our existing and any future credit facilities and indentures;

•the effectiveness of our information technology and operational technology systems and practices to detect and defend against evolving cyber attacks on United States critical infrastructure;

•changing laws regarding cybersecurity and data privacy, and any cybersecurity threat or event;

•operating hazards, environmental risks and other risks incidental to gathering, storing and transporting natural gas;

•geologic and reservoir risks and considerations;

•natural disasters, adverse weather conditions, casualty losses and other matters beyond our control;

•the impact of outbreaks of illnesses, epidemics and pandemics, and any related economic effects;

•the impacts of geopolitical events, including the conflicts in Ukraine and the Middle East;

FORWARD-LOOKING STATEMENTS

•labor relations and markets, including the ability to attract, hire and retain key employee and contract personnel;

•large customer defaults;

•changes in tax status, as well as changes in tax rates and regulations;

•the effects and associated cost of compliance with existing and future laws and governmental regulations, such as the Inflation Reduction Act;

•changes in environmental laws, regulations or enforcement policies, including laws and regulations relating to pipeline safety, climate change and GHG emissions;

•changes in laws, regulations or enforcement policies, including those relating to construction and operation of new interstate gas pipelines, ratemaking to which our pipelines may be subject, or other non-environmental laws and regulations;

•our ability to qualify for federal income tax credits by Clean Fuels Gathering;

•our ability to develop low carbon business opportunities and deploy GHG reducing technologies;

•changes in insurance markets impacting costs and the level and types of coverage available;

•the timing and extent of changes in commodity prices;

•the success of our risk management strategies;

•the suspension, reduction or termination of our customers’ obligations under our commercial agreements;

•disruptions due to equipment interruption or failure at our facilities, or third-party facilities on which our business is dependent;

•the effects of future litigation; and

•the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024 and our reports and registration statements filed from time to time with the SEC.

The above list of factors is not exhaustive. New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause actual results to vary materially from those stated in forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

DT Midstream, Inc.

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended
	March 31,
	2025		2024
	(millions, except per share amounts)
Revenues
Operating revenues	$	303	$	240
Operating Expenses
Operation and maintenance	78		54
Depreciation and amortization	63		50
Taxes other than income	14		12
Operating Income	148		124
Other (Income) and Deductions
Interest expense	40		40
Interest income	(1)		(1)
Earnings from equity method investees	(37)		(46)


Income Before Income Taxes	146		131
Income Tax Expense	35		31
Net Income	111		100
Less: Net Income Attributable to Noncontrolling Interests	3		3
Net Income Attributable to DT Midstream	$	108	$	97

Basic Earnings per Common Share
Net Income Attributable to DT Midstream	$	1.07	$	1.00

Diluted Earnings per Common Share
Net Income Attributable to DT Midstream	$	1.06	$	0.99

Weighted Average Common Shares Outstanding
Basic	101.4		97.0
Diluted	102.5		97.7

See Notes to Consolidated Financial Statements (Unaudited)

DT Midstream, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
	2025		2024
	(millions)
Net Income	$	111	$	100
Foreign currency translation and unrealized gain on derivatives, net of tax	1		—
Other comprehensive income	1		—
Comprehensive income	112		100
Less: Comprehensive income attributable to noncontrolling interests	3		3
Comprehensive Income Attributable to DT Midstream	$	109	$	97

See Notes to Consolidated Financial Statements (Unaudited)

DT Midstream, Inc.

Consolidated Statements of Financial Position

(Unaudited)


	March 31,		December 31,

	2025		2024
	(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	83	$	68
Accounts receivable (net of $— allowance for expected credit loss for each period end)	168		172



Deferred property taxes	25		33

Prepaid expenses and other	36		37
	312		310
Investments
Investments in equity method investees	1,286		1,297

Property
Property, plant, and equipment	6,596		6,525
Accumulated depreciation	(1,045)		(998)
	5,551		5,527
Other Assets
Goodwill	776		776
Long-term notes receivable — related party	4		4
Operating lease right-of-use assets	45		49
Intangible assets, net	1,907		1,921

Other	51		51
	2,783		2,801
Total Assets	$	9,932	$	9,935

See Notes to Consolidated Financial Statements (Unaudited)

DT Midstream, Inc.

Consolidated Statements of Financial Position

(Unaudited)


	March 31,		December 31,

	2025		2024
	(millions, except shares)
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	67	$	77

Short-term borrowings	65		150
Operating lease liabilities	14		16
Dividends payable	83		75
Interest payable	50		12
Property taxes payable	39		42
Accrued compensation	8		19
Contract liabilities	20		18
Other	35		17
	381		426

Long-Term Debt, net	3,320		3,319

Other Liabilities
Deferred income taxes	1,163		1,129
Operating lease liabilities	34		36
Contract liabilities	135		135
Regulatory liabilities	90		90
Other	27		34
	1,449		1,424
Total Liabilities	5,150		5,169

Commitments and Contingencies (Note 10)

Stockholders' Equity
Preferred stock ($0.01 par value, 50,000,000 shares authorized, and no shares issued or outstanding as of March 31, 2025 and December 31, 2024)	—		—
Common stock ($0.01 par value, 550,000,000 shares authorized, and 101,590,686 and 101,324,894 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)	1		1
Additional paid-in capital	3,901		3,911
Retained earnings	747		723
Accumulated other comprehensive loss	(7)		(8)
Total DT Midstream Equity	4,642		4,627
Noncontrolling interests	140		139
Total Equity	4,782		4,766
Total Liabilities and Equity	$	9,932	$	9,935

See Notes to Consolidated Financial Statements (Unaudited)

DT Midstream, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
	2025		2024
	(millions)
Operating Activities
Net Income	$	111	$	100
Adjustments to reconcile Net Income to Net cash and cash equivalents from operating activities:
Depreciation and amortization	63		50
Stock-based compensation	6		5
Amortization of operating lease right-of-use assets	4		4
Deferred income taxes	33		29
Earnings from equity method investees	(37)		(46)
Dividends from equity method investees	30		47


Changes in assets and liabilities:
Accounts receivable, net	4		19
Accounts payable	(10)		(6)
Interest payable	38		28
Contract liabilities	3		17
Other current and noncurrent assets and liabilities	2		(6)
Net cash and cash equivalents from operating activities	247		241
Investing Activities
Plant and equipment expenditures

SEC Form 10-Q filed by DT Midstream Inc.